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HomeMy WebLinkAboutItem 6c. Discuss SLO County's request to rejoin Integrated Waste Management Authority (IWMA) Item 6c Department: Utilities Cost Center: 6107 For Agenda of: 4/4/2023 Placement: Public Hearing Estimated Time: 10 minutes FROM: Aaron Floyd, Utilities Director Prepared By: Meg Buckingham, Solid Waste and Recycling Program Manager; Chris Lehman, Deputy Director - Wastewater SUBJECT: COUNTY OF SAN LUIS OBISPO’S REQUEST TO REJOIN THE SAN LUIS OBISPO INTEGRATED WASTE MANAGEMENT AUTHORITY (IWMA). RECOMMENDATION Provide the Councilmember delegate on the IWMA Board of Directors guidance for negotiations with the County of San Luis Obispo to rejoin the IWMA. DISCUSSION Background The IWMA is a Joint Powers Authority (JPA) that is comprised of seven cities and nine Community Services Districts within the County of San Luis Obispo (County). The IWMA manages regional household hazardous waste programs and educates and reports on solid waste, recycling, and food/green waste on behalf of its member agencies. The City fiscally supports the IWMA’s activities through payments of solid waste management fees imposed on all solid waste ratepayers and a landfill tipping fee surcharge. Timeline of County Withdrawing from the IWMA Page 1183 of 1359 Item 6c On May 18, 2021, the County commissioned a third-party study of costs to assess the fiscal impacts of the County's withdrawal from the IWMA. The study determined that new staff, multiple programs, and an increase in the budget were needed to meet service level requirements necessary for regulatory compliance. The County's analysis did not include consideration of how the withdrawal would financially impact remaining JPA members, or the policy and agreement issues raised from such a withdrawal. On August 10, 2021, the County Board of Supervisors (Supervisors) held a hearing to decide whether to withdraw from the IWMA and on September 14, 2021, the Supervisors passed a Resolution to formally notify the IWMA of their intent to withdraw on November 15, 2021. On October 19, 2021, the City of San Luis Obispo City Council adopted Resolution 11283 stating the City’s intent to remain a member agency of the IWMA (Attachment A) provided the following conditions were met: 1. Remove the five County Supervisors as voting board members of the IWMA. 2. Remove the eight-member (super-majority) voting provision in the existing agreement. 3. Add a provision to the agreement which clearly and directly limits the IWMA’s ability to adopt, impose, or implement any rule, regulation, policy, or ordinance in excess of the State requirements. 4. Specify the City of San Luis Obispo as the “designee” under the California Government Code which simply enables the IWMA to exercise both latent and articulated powers for solid waste management. On November 16, 2021, the City Council adopted a Second Amendment to the IWMA’s JPA and First Amendment to the MOA (Attachment B) which satisfied conditions 1, 2, and 4 from the above and to continue the operations of the IWMA Board of Directors without the County as a member jurisdiction. Per the JPA, for amendments to be effective, they must be adopted by all member agencies. On April 13, 2022, the IWMA approved a Second Amended and Restated JPA to include amendments reflecting the County’s withdrawal, number 3 from above, and additional requirements provisions. The City of San Luis Obispo’s City Council approved the Second Amended and Restated JPA on June 21, 2022 (Attachment C). On January 24, 2023, the Supervisors voted 3-2 to approve County staff to consider rejoining the IWMA, and on March 21, 2023, the Supervisors voted 3-2 in favor of directing County staff to move forward in negotiations and develop a proposal. County staff sent a Letter of Intent (Attachment D) on March 23, 2023 to start discussions on the prospect of rejoining. At the April 12, 2023 IWMA Board of Directors meeting, a discussion will take place to discuss the prospect and terms for which the County may rejoin and to appoint an Ad Hoc committee to oversee negotiations. There are both benefits and areas of concern that will need to be addressed as the County and IWMA Board of Directors move forward with this Page 1184 of 1359 Item 6c request (Attachment D). Following negotiations, County staff will go back to the Supervisors with an official proposal stating the requirements for rejoining. Considerations and Challenges Considerations of County and member agency IWMA membership: 1. Increased reporting and record-keeping efficiencies for compliance with CalRecycle requirements. 2. Reduced staff time managing Memorandums of Understanding for Household Hazardous Waste Services, Retail Take-Back, Electronic Waste Collection, and Curbside Used Motor Oil. 3. Continuity in messaging through regional public outreach and education. 4. Potential savings to ratepayers through a scale of economics in providing services. Rejoining the County to the IWMA may yield the following challenges: 1. Configuration of the IWMA Board of Directors. 2. Assurances of membership stability. 3. IWMA staffing augmentation to account for an increased workload. 4. IWMA resources dedicated to potential County rejoining efforts instead of regional program implementation and outreach activities. The IWMA will offer due diligence to ensure that the needs and interests of member agencies are well represented as the process is conducted. The agency’s primary goal is that the potential rejoining of the County to the IWMA will benefit all member agencies. FISCAL IMPACT Budgeted: No Budget Year: 2023-24 Funding Identified: Yes Fiscal Analysis: Funding Sources Total Budget Available Current Funding Request Remaining Balance Annual Ongoing Cost General Fund $ $ $ $ State Federal Other: AB939 $50,000 $50,000 $0 Total $50,000 $50,000 $ $0 The potential rejoining of the County to the IWMA would impact City staff time and resources that would be dedicated to reviewing any negotiation. A preliminary estimate of $50,000 in City staff salaries is projected and costs will be covered by AB939 revenues within the Solid Waste and Recycling Program budget. There is sufficient budget to cover the projected costs. Page 1185 of 1359 Item 6c ATTACHMENTS A - Council Agenda Report – October 19, 2021 B - Council Agenda Report – November 16, 2021 C - Council Agenda Report – June 21, 2022 D - County of San Luis Obispo Letter of Intent and IWMA Memo Page 1186 of 1359 Item 6g Department: Utilities Cost Center: 6107 For Agenda of: 10/19/2021 Placement: Consent Estimated Time: N/A FROM: Aaron Floyd, Utilities Director Prepared By: Jordan Lane, Solid Waste and Recycling Coordinator SUBJECT: CONSIDER ADOPTING A RESOLUTION TO REMAIN A MEMBER AGENCY OF THE SAN LUIS OBISPO COUNTY INTEGRATED WASTE MANAGEMENT AUTHORITY (IWMA) RECOMMENDATION Adopt a Resolution entitled, “A Resolution of the City Council of the City of San Luis Obispo, California, to remain a member agency of the San Luis Obispo County Integrated Waste Management Authority Joint Powers Authority (JPA) provided certain conditions are satisfied.” DISCUSSION Background The Integrated Waste Management Authority a Joint Powers Authority The Integrated Waste Management Authority (“IWMA”) is a Joint Powers Authority JPA”) that has been comprised of the County of San Luis Obispo (“County”), seven cities (Arroyo Grande, Atascadero, Grover Beach, Morro Bay, Paso Robles, Pismo Beach, and San Luis Obispo) and Community Services Districts (Heritage Ranch, San Miguel, Nipomo, San Miguel Sanitary District, California Valley, Cambria, Cayucos, Oceano, Los Osos, and Templeton). The IWMA manages regional household hazardous waste programs and educates and reports on solid waste, recycling, and food/green waste on behalf of its members. The IWMA has allowed JPA members to pool resources and cost-effectively comply with various solid waste regulations, including the recently enacted Short Lived Climate Pollutants regulations – commonly referred to as Senate Bill SB) 1383. The IWMA staff administer over 40 different solid waste programs, including monitoring and reporting to the State, household hazardous waste collection, electronics waste collection, sharps disposal, and public education and outreach. The City as a participant member agency fiscally supported the IWMA’s activities on its behalf through payment of solid waste management fees imposed on all solid waste ratepayers and through payment of landfill tipping fee surcharges. Page 589 of 850Page 1187 of 1359 Item 6g The City, as a participating member agency, fiscally supported the IWMA’s activities on its behalf through payment of solid waste management fees imposed on all solid waste ratepayers and through payment of landfill tipping fee surcharges. SB 1383 Compliance – The Most Significant Change to Solid Waste Regulations in 30 years The IWMA is presently assisting all member agencies in complying with SB 1383, the most significant change to solid waste regulations in California in 30 years. SB 1383 requires all jurisdictions to implement organic waste diversion programs to reduce emissions of methane gas and help curb climate change. These programs must include providing organic waste collection services to businesses and residences, edible food recovery, public education and outreach, contamination monitoring and sampling activities, recordkeeping and reporting, infrastructure capacity planning, procurement of recovered organic waste products, and enforcement. County of San Luis Obispo Withdrawal On May 18, 2021, the County of San Luis Obispo commissioned a third-party study of costs to assess the fiscal impacts of the County’s withdrawal from the IWMA. The study determined five new full-time positions and multiple programs would be necessary to meet the service level necessary for compliance with SB1383 and historically provided by the IWMA. The cost of implementing a new program at the County was estimated to be between $1.6 to $2.1 million per year. To cover these projected cost increases, the County would need to immediately increase solid waste rates by 10% to 12% for residents in unincorporated areas. The County’s analysis did not include consideration of how withdrawal would financially impact remaining JPA members, or the policy and agreement issues raised from such a withdrawal. In 2021, the County of San Luis Obispo commissioned this series of events contributed to the County commissioning a third-party study of costs to assess the fiscal impacts of the County’s withdrawal from the IWMA and assumption of the essential functions of the IWMA provided to the County as a member agency. The study determined five new full- time positions and multiple programs would be necessary to meet the service level provided and continued compliance with State laws. The cost of implementing a new program at the County was estimated to be between $1.6 to $2.1 million per year. To cover these projected cost increases, the County would need to immediately increase solid waste rates by 10% to 12% for residents in unincorporated areas. The County’s analysis did not include consideration of how withdrawal would financially impact remaining JPA members, or the policy and agreement issues raised from such a withdrawal. On August 10, 2021, the County Board of Supervisors held a hearing to decide whether to withdraw from the IWMA, and on September 14, 2021, the County Board of Supervisors passed a resolution to formally notify the IWMA of its intent to withdraw on November 15, 2021. Page 590 of 850Page 1188 of 1359 Item 6g IWMA Board Hiring of Consultant to Conduct Analysis of Fee Increases Given County Withdrawal On September 8, 2021, the IWMA Board met and appointed HF&H, a consulting firm specializing in solid waste, to conduct an analysis of the impacts of the County’s withdrawal from the JPA and potential IWMA fee increases given the departure of the County and the implementation of SB1383. Given this change in participation in the JPA, the applicability and accuracy of the initial fee increase previously identified by IWMA (to implement SB1383) must be reevaluated and the City expects to obtain that assessment from HF&H in early October 2021. Ratepayers in the City currently contribute approximately $255,000 per year to the IWMA for its services through a combination of a solid waste management fee paid by all solid waste rate payers (approximately $168,000 per year) and a landfill tipping fee surcharge of $3 per ton (approximately $87,000 per year). This $255,000 amounts to roughly 12.75% of the IWMA’s $2 million annual budget. Prior the County’s withdrawal notification the IWMA stated the need to increase its annual budget to about $3.7 million to conduct additional SB1383 compliance work. The HF&H fee reanalysis is currently underway and will confirm or revise estimated fiscal impacts of the County leaving the IWMA and the service costs of complying with SB1383 by IWMA by member agencies. On September 8, 2021, the IWMA Board met and appointed HF&H, a consulting firm specializing in solid waste, to conduct an analysis of the IWMA fee increase necessary given the departure of the County and the implementation of SB1383. HF&H is currently contracted by the IWMA to guide member agencies in complying with SB1383 and performed an initial analysis of a necessary IWMA fee increase. Given this change in participation in the JPA the applicability and accuracy of the initial fee increase previously provided must be reevaluated, and the City expects to obtain a secondary assessment from HF&H in early October 2021. Continued Role of IWMA and Agency Participation in JPA While changes in service level and revenue are anticipated impacts of the departure of the County, further analysis is required to understand the breadth of those impacts on the remaining member agencies. Despite the circumstances of the County’s departure and amidst the reassessment of fees, representatives of several cities and special districts have expressed their intent to remain members of the IWMA. The City of San Luis Obispo is and has been a significant partner to the IWMA since its inception, and the IWMA has been a critical partner in assisting the City in meeting compliance with State mandates including SB1383. Agencies continued participation as members of the IWMA is critical for the JPA’s ongoing viability as a regional organization. Regionality in solid waste traditionally provides an economy of scale, ensures consistent education and outreach among member jurisdictions, and locally has been a successful means of meeting waste diversion and compliance since 1994. The role of the IWMA has provided its member agencies with educational outreach on landfill diversion, source reduction, and emissions reduction efforts implemented in local communities. Page 591 of 850Page 1189 of 1359 Item 6g While changes in service level and revenue are anticipated impacts of the departure of the County, further analysis is required to understand the breadth of those impacts on the remaining member agencies. Despite the circumstances of the County’s departure and amidst the reassessment of fees, representatives of several cities and special districts have expressed their intent to remain members of the IWMA at this time. The City of San Luis Obispo is and has been a significant partner to the IWMA since its inception, and the IWMA has been a critical partner in assisting the City in meeting compliance with multiple State mandates including SB1383 . Agencies’ continued participation as members of the IWMA is critical for the JPA’s ongoing viability as a regional organization. Regionality in solid waste provides an economy of scale, ensures consistent education and outreach among member jurisdictions, and locally has been a successful means of meeting waste diversion and compliance since 1994. The IWMA has provided its member agencies with educational outreach on landfill diversion, source reduction, and emissions reduction efforts implemented in loca l communities. Proposed Resolution in Support of Continued Participation in IWMA JPA The IWMA is a regional government entity representing its members in solid waste diversion and reduction efforts. The efficacy of the organization depends on the breadth and participation of its member base. To remain an operating JPA the remaining member agencies must agree on terms for the organization sans the County’s involvement. Staff and City Management met and conferred on what conditions would be necessary to commit to continued membership once the County fully withdraws. The proposed Resolution requires revisions to the JPA Agreement, and additional actions for the IWMA, in order for the City to continue its membership at this time. These revisions and additional actions include: JPA Revisions 1. Remove the five County Supervisors as voting board members of the IWMA effective immediately. 2. Remove the eight-member (super-majority) voting provision stated in Section 8.5 of the existing Agreement. 3. Add a provision to the Agreement which clearly and directly limits the IWMA’s ability to adopt, impose, or implement any rule, regulation, policy, or ordinance in excess of the State requirements. Additional Actions 1. Begin recruitment and diligently pursue hiring a permanent Executive Director as soon as practical. 2. Hire a third-party firm with solid waste management expertise to analyze fees and staffing structures and to make a recommendation for any programs and services that are not required by, or are in excess of, State solid waste regulations. The report shall identify potential cost saving measures and the IWMA Board shall evaluate and implement those recommendations to reduce costs and minimize expenses. The report must be completed and distributed to all JPA members. Page 592 of 850Page 1190 of 1359 Item 6g By adopting this Resolution, the City will achieve compliance with SB 1383 through the services the JPA provides. Additionally, the IWMA will continue as a regional organization providing cost-effective solid waste regulatory compliance services to our nei ghboring communities. The Joint Powers Agreement establishing the IWMA was written in 1994 and remains the current and active version. Section 14 of the existing Joint Powers Agreement states that amendments may only be made by a written instrument executed by all Members. Several other cities will be considering adoption of a similar resolution. The City of Paso Robles presented a similar resolution on October 5th which was adopted, and Grover Beach plans to present on October 12th. Policy Context The City’s Climate Action Plan Pillar 5: Circular Economy lists waste diversion as a means of achieving Greenhouse Gas Emissions Goals. Participation in the IWMA’s outreach and education, monitoring, and compliance programs has helped the City make progress towards our Climate Action Plan goals with regional impact. CONCURRENCE The City’s Finance and Attorney Offices concur with the findings of this report. ENVIRONMENTAL REVIEW The recommended actions are not a project as defined under CEQA Guidelines Section 15738. Fiscal Analysis: The Fiscal Analysis to remaining member agencies of the IWMA will be calculated by HF&H Consultants during the reanalysis of the IWMA fee increase (currently underway). IWMA related fees have historically been assessed as pass-through costs to customers of San Luis Garbage Company. ALTERNATIVES The City Council could continue this item for consideration at a future Council meeting and provide additional direction to staff to perform an analysis on the comparative costs of staffing and performing these services in-house. ATTACHMENTS A – Draft Resolution committing to remain a member agency to the IWMA provided certain conditions are satisfied. B – Joint Powers Agreement to Establish an Integrated Waste Management Authority for the Cities and County of San Luis Obispo, California. Page 593 of 850Page 1191 of 1359 Page 594 of 850Page 1192 of 1359 R ______ RESOLUTION NO. _____ (2021 SERIES) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN LUIS OBISPO, CALIFORNIA, TO REMAIN A MEMBER AGENCY OF THE SAN LUIS OBISPO COUNTY INTEGRATED WASTE MANAGEMENT AUTHORITY JOINT POWERS AUTHORITY (JPA) PROVIDED CERTAIN CONDITIONS ARE SATISFIED WHEREAS, the Integrated Waste Management Authority (“IWMA”) is a JPA comprised of the County of San Luis Obispo, (“County”) seven local agencies (Arroyo Grande, Atascadero, Grover Beach, Morro Bay, Paso Robles, Pismo Beach and San Luis Obispo) and a representative of the Community Services District. The IWMA manages, on behalf of its members, hazardous waste, universal waste, solid waste, recycling, and food/green waste; and WHEREAS, the IWMA is a way for JPA members to pool resources and cost - effectively comply with various solid waste and other regulations including, but not limited to, Senate Bill (SB) 1383, the recently enacted Short Lived Climate Pollutants regulations. The IWMA staff is responsible for administration of over 40 different solid waste programs including household hazardous waste collection, electronics waste collection, and sharps disposal, and many of which require public education and outreach , monitoring, and reporting to the State; and WHEREAS, the City supports the IWMA through payment of solid waste management fees imposed on all solid waste ratepayers; and WHEREAS, the IWMA is presently helping all member agencies comply with SB 1383, which is the most significant change to solid waste regulations in 30 years. SB 1383 requires jurisdictions to implement an organic waste diversion program that includes providing organic waste collection services to businesses and residences, edible food recovery goals, public education and outreach, contamination monitoring and sampling activities, recordkeeping and reporting, organic and edible food recovery, infrastructure capacity planning, procurement of recovered organic waste products, and enforcement; and WHEREAS, in October 2019, the IWMA passed a countywide ordinance banning polystyrene products. The ordinance was controversial because it exceeded State requirements. In March 2020, the IWMA board opted to delay implementation of the ordinance by 12 months. In November 2020, the IWMA board adopted a new strategic plan that committed the agency to implementing and not exceeding State regulatory requirements. In April 2021, the IWMA board considered revoking the polystyrene product ban. However, the ban was upheld after invocation of a Supermajority provision written into the JPA; and Page 595 of 850Page 1193 of 1359 Resolution No. _____ (2021 Series) Page 2 R ______ WHEREAS, a series of events contributed to the County commissioning a third - party study of costs for the County to withdraw from the IWMA and independently fulfill all essential functions of the IWMA. The study assessed additional costs of $1.6 to $2.1 million per year to unincorporated rate payers and staffing of five new full -time positions to fulfill the programmatic needs for compliance with State mandates. Accord ing to the study, to cover projected cost increases, the County would need to immediately increase solid waste rates by 10% to 12% for residents in unincorporated areas; and WHEREAS, on August 10, 2021, the County Board of Supervisors held a hearing to decide whether to withdraw from the IWMA. The County Board of Supervisors voted to withdraw from the IWMA and implement an independent county solid waste compliance program; and WHEREAS, the County’s analysis and subsequent August 10, 2021 decision to withdraw did not include policy analysis or consideration regarding how withdrawal would financially impact remaining JPA member rates; and WHEREAS, on September 14, 2021, the County Board of Supervisors passed a resolution to formally notify the IWMA of its intent to withdraw on November 15, 2021. NOW, THEREFORE, BE IT RESOLVED by the Council of the City of San Luis Obispo as follows: SECTION 1. The City hereby declares intent to remain a member agency of the San Luis Obispo County Integrated Waste Management Authority (IWMA) subject to the following conditions: a) The IWMA Joint Powers Authority Agreement shall be revised as follows: i) Remove the five County Supervisors as voting board members of the IWMA effective immediately; and ii) Remove the eight-member voting provision stated in Section 8.5; and iii) Add a provision to the Agreement which clearly and directly limits the IWMA’s ability to adopt, impose, or implement any rule, regulation, policy, or ordinance in excess of the State requirements. b) The revised JPA Agreement must be fully executed as soon as possible. c) The IWMA must also take the following actions: i) Begin recruitment and diligently pursue hiring a permanent Executive Director as soon as practical; and ii) Hire a third-party firm with solid waste management expertise to analyze fees, staffing structures and make recommendation for any programs and services that are not required by, or are in excess of, State solid waste regulations. The report shall identify potential cost saving measures and the Board shall evaluate and implement those recommendations to reduce costs and minimize expenses. The report must be completed and distributed to all JPA members. Page 596 of 850Page 1194 of 1359 Resolution No. _____ (2021 Series) Page 3 R ______ SECTION 2. This Resolution shall take effect on the date it is approved. The City Manager or their designee is directed to deliver this approved resolution to the IWMA’s Acting Executive Director and Executive Committee. Upon motion of Council Member ___________, seconded by Council Member and on the following roll call vote: AYES: NOES: ABSENT: The foregoing resolution was adopted this _____ day of _______________ 2021. Mayor Erica A. Stewart ATTEST: Teresa Purrington City Clerk APPROVED AS TO FORM: J. Christine Dietrick City Attorney IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of San Luis Obispo, California, on ______________________. Teresa Purrington City Clerk Page 597 of 850Page 1195 of 1359 Page 598 of 850Page 1196 of 1359 Page 1197 of 1359 Page 1198 of 1359 Page 1199 of 1359 Page 1200 of 1359 Page 1201 of 1359 Page 1202 of 1359 Page 1203 of 1359 Page 1204 of 1359 Page 1205 of 1359 Page 1206 of 1359 Page 1207 of 1359 Page 1208 of 1359 Page 1209 of 1359 Page 1210 of 1359 Page 1211 of 1359 Page 1212 of 1359 Page 1213 of 1359 Page 1214 of 1359 Page 1215 of 1359 Page 1216 of 1359 Page 1217 of 1359 Page 1218 of 1359 Page 1219 of 1359 Page 1220 of 1359 Page 1221 of 1359 Page 1222 of 1359 Page 1223 of 1359 Page 1224 of 1359 Page 1225 of 1359 Page 1226 of 1359 Page 1227 of 1359 Page 1228 of 1359 Page 1229 of 1359 Page 1230 of 1359 Page 1231 of 1359 Page 1232 of 1359 Item 5j Department: Utilities Cost Center: 6107 For Agenda of: 11/16/2021 Placement: Consent Estimated Time: N/A FROM: Aaron Floyd, Utilities Director Prepared By: Jordan Lane, Solid Waste and Recycling Coordinator; Rebecca Bernstorff, Community Services Group Business Manager SUBJECT: ADOPTION OF SECOND AMENDMENT TO THE INTEGRATED WASTE MANAGEMENT AUTHORITY (IWMA) JOINT POWERS AGREEMENT AND FIRST AMENDMENT TO THE IWMA MEMORANDUM OF AGREEMENT RECOMMENDATIONS 1. Adopt the Second Amendment to the IWMA Joint Powers Agreement (JPA) and First Amendment to the IWMA Memorandum of Agreement (MOA) (Attachment A); and 2. Authorize the Mayor to execute future Amendments to the IWMA JPA and MOA, consistent with Council Resolution No. 11283, to formally acknowledge that the future scope of IWMA services to its member agencies will be related solely to State requirements. DISCUSSION Background Along with the Cities of Arroyo Grande, Atascadero, Paso Robles, Grover Beach, Morro Bay, Pismo Beach, and the County of San Luis Obispo, the City of San Luis Obispo entered into a Joint Powers Agreement (JPA) with the IWMA on May 10, 1994, for the purpose of facilitating waste diversion programs and providing economies of scale on a regional basis in accordance with the State’s Integrated Waste Management Act of 1989. In 2001, a Memorandum of Agreement (MOA) was established between the represented Cities, County and certain special districts within San Luis Obispo County amending the JPA agreement to include Authorized Districts for representation on the IWMA Board. JPA Amendment to Continue IWMA Operations After San Luis Obispo County’s Withdrawal from the IWMA On September 14, 2021, the County Board of Supervisors voted to withdraw from the IWMA effective November 15, 2021. To continue the operations of the IWMA Board of Directors, without the County as a member jurisdiction, the Second Amendment to the IWMA JPA (Attachment A) and First Amendment to the IWMA MOA (Attachment B) were adopted by the IWMA Board of Directors on October 13, 2021. Per the existing JPA, for the Amendments to be effective, they must be adopted by all member agencies. Page 87 of 405Page 1233 of 1359 Item 5j As proposed, amendments to the IWMA JPA are limited and include specifics as to Board composition, quorum requirements, and the required Government Code designated agency. The JPA Amendment eliminates participation of the County Board of Supervisors, the requirement that a County representative is needed to establish a quorum of the IWMA Board, and the eight-member voting provision in Section 8.5. If unchanged, the eight-member voting provision meant that a unanimous vote could be required on any item with the request of one board member. Instead, this revision now provides for a simple majority on all matters. The proposed First Amendment to the IWMA MOA formalizes the Special Districts’ acceptance of the amendment to the JPA. Policy Context - Previous Council or Advisory Body Action and Future Authorization to Amend On October 19, 2021, City Council adopted Resolution No. 11283 (Attachment C) which declares the City’s intent to remain a member agency of the IWMA provided the following conditions are satisfied: 1. Remove the five County Supervisors as voting board members of the IWMA effective immediately. 2. Remove the eight-member (super-majority) voting provision stated in Section 8.5 of the existing Agreement. 3. Add a provision to the Agreement which clearly and directly limits the IWMA’s ability to adopt, impose, or implement any rule, regulation, policy, or ordinance in excess of the State requirements. 4. Specify the City of San Luis Obispo as the “designee” under the California Government Code which simply enables the IWMA to exercise both latent and articulated powers for solid waste management otherwise permitted by the powers of the City of San Luis Obispo. Two of the conditions are addressed within these proposed Amendments to the JPA and MOA including removal of the five County Supervisors as voting IWMA Board members and removal of the eight-member voting provision. The third and final condition, limiting IWMA’s scope of services to State mandates only, is not included in these proposed Amendments. Like San Luis Obispo, the cities of Grover Beach, Pismo Beach, and Paso Robles adopted similar resolutions, and all included the third condition. On November 10, 2021, the IWMA Board initiated the formation of an Ad Hoc Committee to develop further revisions to the JPA which is anticipated to include a provision limiting the scope of services provided by the IWMA to state mandates only in alignment with the resolutions passed by member agencies as described above. At this time, the proposed Amendments to the JPA and MOA reflect a preliminary step in a more extensive revision of the JPA which will be drafted by the Ad Hoc Committee and presented to the IWMA Board of Supervisors at a future date. Page 88 of 405Page 1234 of 1359 Item 5j Staff recommends authorizing the Mayor to execute a future amendment of the JPA consistent with Resolution No. 11283 and thereby limiting the scope of IWMA services to State mandated activities. If other amendments are advanced by the IWMA, the full package of amendments will return to the City Council for consideration. Public Engagement This is an administrative item, so no outside public engagement was completed. Public comment can be provided to the City Council through written correspondence prior to the meeting and through public testimony at the meeting. CONCURRENCE The City’s Utilities Department, Community Services Group, and City Attorney’s Office concur with the recommendations made in this report. ENVIRONMENTAL REVIEW The proposed ordinance is exempt per California Environmental Quality Act (CEQA) Guidelines Section 15061(b)(3), the “Common Sense” exemption because the proposed action consists only of the adoption of new standards and will have no physical effects on the environment and has no possibility of a significant adverse effect on the environment. FISCAL IMPACT Budgeted: No Budget Year: N/A Funding Identified: No Fiscal Analysis: Funding Sources Total Budget Available Current Funding Request Remaining Balance Annual Ongoing Cost General Fund $ $ $ $ State Federal Fees Other: Total $0.00 $0.00 $0.00 $0.00 Page 89 of 405Page 1235 of 1359 Item 5j ALTERNATIVES 1. Continue consideration of this item. The City Council may continue consideration of the recommendation if more information is needed to make a decision or until remaining conditions as listed in Resolution No. 11283 (2021 Series) are included in the proposed revision. 2. Adopt only the revised JPA and MOA. City Council may choose not to authorize the Mayor to execute a future Amendment to the JPA and MOA limiting the scope of the IWMA services to State mandated activities. ATTACHMENTS A – Second Amendment to the IWMA JPA B – First Amendment to the IWMA MOA C – Resolution No. 11283 (2021 Series) Page 90 of 405Page 1236 of 1359 Page 1237 of 1359 Page 1238 of 1359 Page 1239 of 1359 Page 1240 of 1359 Page 1241 of 1359 Page 1242 of 1359 Page 1243 of 1359 Page 1244 of 1359 Page 1245 of 1359 Page 100 of 405Page 1246 of 1359 R 11283 RESOLUTION NO. 11283 (2021 SERIES) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN LUIS OBISPO, CALIFORNIA, TO REMAIN A MEMBER AGENCY OF THE SAN LUIS OBISPO COUNTY INTEGRATED WASTE MANAGEMENT AUTHORITY JOINT POWERS AUTHORITY (JPA) PROVIDED CERTAIN CONDITIONS ARE SATISFIED WHEREAS, the Integrated Waste Management Authority (“IWMA”) is a JPA comprised of the County of San Luis Obispo, (“County”) seven local agencies (Arroyo Grande, Atascadero, Grover Beach, Morro Bay, Paso Robles, Pismo Beach and San Luis Obispo) and a representative of the Community Services District. The IWMA manages, on behalf of its members, hazardous waste, universal waste, solid waste, recycling, and food/green waste; and WHEREAS, the IWMA is a way for JPA members to pool resources and cost- effectively comply with various solid waste and other regulations including, but not limited to, Senate Bill (SB) 1383, the recently enacted Short Lived Climate Pollutants regulations. The IWMA staff is responsible for administration of over 40 different solid waste programs including household hazardous waste collection, electronics waste collection, and sharps disposal, and many of which require public education and outreach, monitoring, and reporting to the State; and WHEREAS, the City supports the IWMA through payment of solid waste management fees imposed on all solid waste ratepayers; and WHEREAS, the IWMA is presently helping all member agencies comply with SB 1383, which is the most significant change to solid waste regulations in 30 years. SB 1383 requires jurisdictions to implement an organic waste diversion program that includes providing organic waste collection services to businesses and residences, edible food recovery goals, public education and outreach, contamination monitoring and sampling activities, recordkeeping and reporting, organic and edible food recovery, infrastructure capacity planning, procurement of recovered organic waste products, and enforcement; and WHEREAS, in October 2019, the IWMA passed a countywide ordinance banning polystyrene products. The ordinance was controversial because it exceeded State requirements. In March 2020, the IWMA board opted to delay implementation of the ordinance by 12 months. In November 2020, the IWMA board adopted a new strategic plan that committed the agency to implementing and not exceeding State regulatory requirements. In April 2021, the IWMA board considered revoking the polystyrene product ban. However, the ban was upheld after invocation of a Supermajority provision written into the JPA; and DocuSign Envelope ID: C2E5642C-9E6E-4811-BC05-1DFAA74E733A Page 101 of 405Page 1247 of 1359 Resolution No. 11283 (2021 Series) Page 2 R 11283 WHEREAS, a series of events contributed to the County commissioning a third- party study of costs for the County to withdraw from the IWMA and independently fulfill all essential functions of the IWMA. The study assessed additional costs of $1.6 to $2.1 million per year to unincorporated rate payers and staffing of five new full-time positions to fulfill the programmatic needs for compliance with State mandates. According to the study, to cover projected cost increases, the County would need to immediately increase solid waste rates by 10% to 12% for residents in unincorporated areas; and WHEREAS, on August 10, 2021, the County Board of Supervisors held a hearing to decide whether to withdraw from the IWMA. The County Board of Supervisors voted to withdraw from the IWMA and implement an independent county solid waste compliance program; and WHEREAS, the County’s analysis and subsequent August 10, 2021 decision to withdraw did not include policy analysis or consideration regarding how withdrawal would financially impact remaining JPA member rates; and WHEREAS, on September 14, 2021, the County Board of Supervisors passed a resolution to formally notify the IWMA of its intent to withdraw on November 15, 2021. NOW, THEREFORE, BE IT RESOLVED by the Council of the City of San Luis Obispo as follows: SECTION 1. The City hereby declares intent to remain a member agency of the San Luis Obispo County Integrated Waste Management Authority (IWMA) subject to the following conditions: a) The IWMA Joint Powers Authority Agreement shall be revised as follows: i) Remove the five County Supervisors as voting board members of the IWMA effective immediately; and ii) Remove the eight-member voting provision stated in Section 8.5; and iii) Add a provision to the Agreement which clearly and directly limits the IWMA’s ability to adopt, impose, or implement any rule, regulation, policy, or ordinance in excess of the State requirements. b) The revised JPA Agreement must be fully executed as soon as possible. c) The IWMA must also take the following actions: i) Begin recruitment and diligently pursue hiring a permanent Executive Director as soon as practical; and ii) Hire a third-party firm with solid waste management expertise to analyze fees, staffing structures and make recommendation for any programs and services that are not required by, or are in excess of, State solid waste regulations. The report shall identify potential cost saving measures and the Board shall evaluate and implement those recommendations to reduce costs and minimize expenses. The report must be completed and distributed to all JPA members. DocuSign Envelope ID: C2E5642C-9E6E-4811-BC05-1DFAA74E733A Page 102 of 405Page 1248 of 1359 Resolution No. 11283 (2021 Series) Page 3 R 11283 SECTION 2. This Resolution shall take effect on the date it is approved. The City Manager or their designee is directed to deliver this approved resolution to the IWMA’s Acting Executive Director and Executive Committee. Upon motion of Vice Mayor Christianson, seconded by Council Member Shoresman, and on the following roll call vote: AYES: Council Member Marx, Pease, and Shoresman, Vice Mayor Christianson, and Mayor Stewart NOES: None ABSENT: None The foregoing resolution was adopted this 19th day of October 2021. Mayor Erica A. Stewart ATTEST: Teresa Purrington City Clerk APPROVED AS TO FORM: J. Christine Dietrick City Attorney IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of San Luis Obispo, California, on ______________________. Teresa Purrington City Clerk DocuSign Envelope ID: C2E5642C-9E6E-4811-BC05-1DFAA74E733A 10/21/2021 | 7:45 AM PDT Page 103 of 405Page 1249 of 1359 Page 104 of 405Page 1250 of 1359 Item 5e Department: Utilities Cost Center: 6107 For Agenda of: 6/21/2022 Placement: Consent Estimated Time: N/A FROM: Aaron Floyd, Utilities Director Prepared By: Tina Clark, Solid Waste and Recycling Coordinator SUBJECT: ADOPT THE SECOND AMENDED AND RESTATED JOINT POINT POWERS AGREEMENT TO ESTABLISH AN INTEGRATED WASTE MANAGEMENT AUTHORITY FOR THE CITIES OF SAN LUIS OBISPO COUNTY, CALIFORNIA RECOMMENDATION Adopt a Resolution entitled, “A Resolution of the City Council of the City of San Luis Obispo, California, adopting the second amended and restated Joint Powers Agreement to establish an Integrated Waste Management Authority for the cities of San Luis Obispo County, California.” DISCUSSION On April 13, 2022, the San Luis Obispo County Integrated Waste Management Authority IWMA) approved a second amended and restated Joint Powers Agreement (JPA) to establish an Integrated Waste Management Authority for the Cities of San Luis Obispo County to include amendments reflecting the County’s withdrawal from the agency. Following multiple member agency meetings and discussions surrounding the changes to the document, the IWMA has subsequently released this document to its member agencies for adoption by resolution (Attachments A, B & C). Background In 1994, the City of San Luis Obispo, along with the cities Arroyo Grande, Atascadero, Grover Beach, Morro Bay, Paso Robles, Pismo Beach, and the County of San Luis Obispo, formed the IWMA to provide regional coordination and economies of scale in meeting the requirements of the California Integrated Waste Management Act of 1989 and subsequent legislation by entering a JPA. In 2001, a Memorandum of Agreement MOA) was established between the represented Cities, County, and certain special districts within San Luis Obispo County to allow for special districts to be represented on the IWMA Board. San Luis Obispo County Withdrawal Prompts IWMA JPA Amendment On September 14, 2021, the County Board of Supervisors voted to withdraw from the IWMA effective November 15, 2021. On October 19, 2021, the City Council adopted Resolution No.11283, stating the City’s intent to remain a member of the IWMA provided the following conditions were satisfied (Attachment D): Page 55 of 814Page 1251 of 1359 Item 5e 1. Remove the five County Supervisors as voting board members of the IWMA effective immediately. 2. Remove the eight-member (super-majority) voting provision stated in Section 8.5 of the existing Agreement. 3. Add a provision to the Agreement which clearly and directly limits the IWMA’s ability to adopt, impose, or implement any rule, regulation, policy, or ordinance in excess of the State requirements. 4. Specify the City of San Luis Obispo as the “designee” under the California Government Code which simply enables the IWMA to exercise both latent and articulated powers for solid waste management otherwise permitted by the powers of the City of San Luis Obispo. On November 16, 2022, the City Council adopted the Second Amendment to the initial JPA (Attachment E) and the First Amendment to the MOA (Attachment F). These documents satisfied conditions No. 1, No. 2, and No. 4 listed above. On November 10, 2022, the IWMA initiated the formation of an Ad Hoc Committee to further revise the initial JPA as other cities had expressed similar concerns to condition No. 3, limiting the future scope of IWMA services to meeting State mandates only. Thus, the City Council authorized the Mayor to execute future Amendments to the initial JPA and MOA, provided they were consistent with Council Resolution No. 11283 and addressed condition No. 3. This item is being brought back to Council for consideration as the amended and restated JPA released by the IWMA exceeds the guidelines outlined in Resolution No. 11283. IWMA Ad Hoc Committee Review and Final JPA Amendments The Ad Hoc Committee completed its work this spring and after several rounds of deliberations, the IWMA Board approved the release of the amended and restated JPA at its April 13, 2022 meeting. The amendment incorporates special district representation on the IWMA Board and exceeds the requirements specified in condition No. 3. In addition to limiting the IWMA’s powers to addressing state-mandated legislative and regulatory requirements only, the JPA calls for the IWMA to establish a budget and a purchasing policy that requires Board consideration of the minimum work required to meeting these requirements in the most demonstratively cost-effective way possible. In addition to the City of San Luis Obispo, the cities of Arroyo Grande, Atascadero, Grover Beach, Morro Bay, Paso Robles, and Pismo Beach must also approve the amended and restated agreement to become effective. Staff anticipates approval by all Member Agencies. Previous Council or Advisory Body Action The following summarizes previous City Council action as described above. x October 19, 2021 – adopted Resolution No.11283 stating the City’s intent to remain a member of the IWMA provided certain conditions were met. x November 16, 2021 – adopted the Second Amendment to the JPA and the MOA which satisfied conditions No’s. 1, 2, & 4 and authorized the Mayor to execute additional JPA and MOA amendments provided they were consistent with Resolution No. 11283 and addressed condition No. 3. Page 56 of 814Page 1252 of 1359 Item 5e Policy Context The City’s Climate Action Plan Pillar 5: Circular Economy lists waste diversion as a means of achieving greenhouse gas emissions goals. Participation in the IWMA’s outreach and education, implementation, monitoring, and compliance programs has allowed the City to make progress towards meeting these goals with regional impact. Public Engagement As this is an administrative item, no outside public engagement was completed. Public comment can be provided to the City Council through written correspondence prior to the meeting and through public testimony at the meeting. CONCURRENCE The City’s Finance Department and Attorney’s Office concur with the findings of this report. ENVIRONMENTAL REVIEW The recommended actions are not a project as defined under CEQA Guidelines Section 15738. FISCAL IMPACT Budgeted: N/A Budget Year: N/A Funding Identified: N/A Fiscal Analysis: Funding Sources Total Budget Available Current Funding Request Remaining Balance Annual Ongoing Cost General Fund $ N/A $ $ $ State Federal Fees Other: Total $ $ $ $ There is no fiscal impact associated with the recommended action. The IWMA’s 5.4%- member agency gross hauler receipts fee was included in the Integrated Solid Waste Rate adopted by City Council on April 19, 2022. Page 57 of 814Page 1253 of 1359 Item 5e ALTERNATIVES 1. Council could decide to no longer be a Member Agency of the Integrated Waste Management Authority. Staff does not recommend this action because it would require the City to assume full responsibility for the implementation of all State legislative mandates related to solid waste and recycling such as AB 939, AB 1826, and SB 1383. 2. Council could decide to not accept the new JPA and either propose changes to it or recommend keeping the previous version. Staff does not recommend this action as the other Member Agencies are anticipated to support the new JPA, and approval by all Member Agencies is required for the new JPA to become effective. ATTACHMENTS A - Draft Resolution adopting the second amended and restated JPA B - Exhibit A to the Resolution – Joint Powers Agreement C - Joint Powers Agreement (Redline) D - Resolution No.11283 (2021 Series) E - Second Amendment to the JPA F - First Amendment to the MOA Page 58 of 814Page 1254 of 1359 R ______ RESOLUTION NO. _____ (2022 SERIES) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN LUIS OBISPO, CALIFORNIA, ADOPTING THE SECOND AMENDED AND RESTATED JOINT POWERS AGREEMENT TO ESTABLISH AN INTEGRATED WASTE MANAGEMENT AUTHORITY FOR THE CITIES OF SAN LUIS OBISPO COUNTY, CALIFORNIA WHEREAS, as on May 10, 1994, an agreement was executed by and between the incorporated cities of San Luis Obispo County (“Cities”) and the County of San Luis Obispo forming a joint powers authority pursuant to the provisions of the Joint Exercise of Powers Act (Government Code sections 6500 et seq.), for the purpose of facilitating the development of waste diversion programs and projects that provide economies of scale without interfering with individual agencies’ exercise of power within their own jurisdiction (hereinafter referred to as the “JPA Agreement”); and WHEREAS, pursuant to the JPA Agreement, the power to perform the responsibilities of the joint powers authority was vested in the San Luis Obispo County Integrated Waste Management Authority Board of Directors (“IWMA Board”); and WHEREAS, in or around 2001, a Memorandum of Agreement (“MOA”) was executed by and between the Cities, the County of San Luis Obispo, and certain special districts within San Luis Obispo County that possessed solid waste authority (“Authorized Districts”), amending the JPA Agreement to include the Authorized Districts for representation on the IWMA Board (also known as the First Amendment to the JPA Agreement); and WHEREAS, in or around October On October 19, 2021, the City Council adopted Resolution No.11283, authorizing the City to remain a member of the San Luis Obispo County Integrated Waste Management Authority (“IWMA”) provided certain conditions were satisfied; and WHEREAS, in or around April 13, 2022, the IWMA Board considered and approved amendments to the JPA Agreement (“Second Amended and Restated JPA”), including those reflecting the withdrawal of San Luis Obispo County from the IWMA, and directed IWMA staff to circulate it to Participating Agencies for approval (a true and correct copy of the Second Amended and Restated JPA is attached hereto as Exhibit A); and WHEREAS, the Second Amended and Restated JPA shall amend the JPA Agreement and shall be considered a Memorandum of Understanding between the Cities and the Authorized Districts to enable and allow one (1) representative of the Authorized Districts to participate in the governance of the IWMA as a member agency pursuant to Section 40977 of the Public Resource Code to represent the interests of all Authorized Districts; and Page 59 of 814Page 1255 of 1359 Resolution No. _____ (2022 Series) Page 2 R ______ WHEREAS, all Authorized Districts are encouraged to execute the Second Amended and Restated JPA prior to October 15, 2022, or otherwise pursue means by which to achieve their waste diversion goals and to comply with the Integrated Waste Management Act, Assembly Bill 341, Assembly Bill 1826, Senate Bill 1383, and all current and future state-mandated laws, rules and regulations; and WHEREAS, the City Council of the City of San Luis Obispo desires to acknowledge, accept, and agree to be bound by the terms and conditions of the Second Amended and Restated JPA. NOW, THEREFORE, BE IT RESOLVED by the Council of the City of San Luis Obispo that the City of San Luis Obispo acknowledges, accepts, and agrees to be bound by the terms and conditions as set forth in Exhibit A. Upon motion of Council Member ___________, seconded by Council Member and on the following roll call vote: AYES: NOES: ABSENT: The foregoing resolution was adopted this _____ day of _______________ 2022. Mayor Erica A. Stewart ATTEST: Teresa Purrington, City Clerk APPROVED AS TO FORM: J. Christine Dietrick, City Attorney IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of San Luis Obispo, California, on ______________________. Teresa Purrington, City Clerk Page 60 of 814Page 1256 of 1359 JOINT POWERS AGREEMENT TO ESTABLISH AN INTEGRATED WASTE MANAGEMENT AUTHORITY FOR THE CITIES OF SAN LUIS OBISPO COUNTY, CALIFORNIA Page 61 of 814Page 1257 of 1359 1 - SECOND AMENDED AND RESTATED JOINT POWERS AGREEMENT TO ESTABLISH AN INTEGRATED WASTE MANAGEMENT AUTHORITY FOR THE CITIES OF SAN LUIS OBISPO COUNTY, CALIFORNIA THIS SECOND AMENDED AND RESTATED JOINT POWERS AGREEMENT is made and entered into this on _________________________________, by and between the incorporated cities of Arroyo Grande, Atascadero, El Paso de Robles, Grover Beach, Morro Bay, Pismo Beach, and San Luis Obispo, all being municipal corporations of the State of California and located within the boundaries of the County of San Luis Obispo California, hereinafter called “Cities.” WHEREAS, on May 10, 1994, an agreement was executed by and between the Cities and the County of San Luis Obispo (“County”) forming a joint powers authority pursuant to the provisions of the Joint Exercise of Powers Act (Government Code section 6500 et seq., for the purpose of facilitating the development of waste diversion programs and projects that provide economies of scale without interfering with individual agencies’ exercise of power within their own jurisdiction (hereinafter referred to as the “Original JPA Agreement”); and WHEREAS, pursuant to the Original JPA Agreement, the member agencies created and established a public entity identified as the San Luis Obispo County Integrated Waste Management Authority (“IWMA”); and WHEREAS, in or around 2001, a Memorandum of Agreement (“MOA”) was executed by and between the Cities, the County, and certain special districts within the County (“Authorized Districts”) amending the Original JPA Agreement to include the Authorized Districts for representation on the IWMA Board; and WHEREAS, on or about November 15, 2021, the County withdrew from the IWMA; and the Cities and Authorized Districts determined that a single regional agency remained advantageous to advise, plan for, and implement solutions to common solid waste and a waste diversion efforts; and WHEREAS, the IWMA was originally formed to meet the requirements of the California Integrated Waste Management Act (California Public Resources Code section 40000 et seq.) and all regulations adopted under that legislation require, among other things, that certain public agencies in California make adequate provision for solid waste management within their jurisdictions; and WHEREAS, since the IWMA’s formation, Assembly Bill 341 (Chesbro, 2011) (Recycling of Commercial Solid Waste (“MCR”)) was signed into law and established requirements for jurisdictions to implement a commercial solid waste recycling program designed to divert commercial solid waste; and Page 62 of 814Page 1258 of 1359 2 - WHEREAS, since the IWMA’s formation, Assembly Bill 1826 (Chesbro, 2014) (Recycling of Commercial Organic Waste (“MORe”)) was signed into law and established the requirement for jurisdictions to implement an organic waste recycling program to divert organic waste generated by businesses; and WHEREAS, since the IWMA’s formation, Senate Bill 1383 (Lara, 2016) was signed into law requiring jurisdictions to implement organic waste diversion programs that include providing organic waste collection services to businesses and residences, edible food recovery goals, public education and outreach, contamination monitoring and sampling activities, recordkeeping and reporting, organic materials and edible food recovery, infrastructure capacity planning, procurement of recovered organic waste products, and enforcement; and WHEREAS, the Cities and Authorized Districts continue to believe that by combining their separate powers they can achieve their waste diversion goals and satisfy the requirements of the Integrated Waste Management Act and other legislation more effectively than if they exercise those powers separately; and WHEREAS, the Cities affirm, that pursuant to this Second Amended and Restated Joint Powers Agreement, the IWMA remains a regional agency in accordance with Public Resources Code section 40970 et seq.; and WHEREAS, pursuant to Section 40977, the Cities shall include one (1) Authorized District to be included as a member in the IWMA regional agency for the purpose of representation on the IWMA Board of Directors; and WHERAS, the Authorized District “member” may change from time to time; the current elected or appointed Authorized District representative shall represent the collective interests of all Authorized Districts; and WHEREAS, this Second Amended and Restated Joint Powers Agreement shall be considered a Memorandum of Understanding between the Cities and the Authorized Districts to enable and allow one (1) representative of the Authorized Districts to participate in the governance of the IWMA as a member agency pursuant to Section 40977 of the Public Resource Code to represent the interests of all Authorized Districts; and WHEREAS, the Cities and the Authorized Districts (together “Participating Agencies”) desire to establish and confer upon a separate legal entity the powers necessary to enable them to achieve their waste diversion goals and to comply with the Integrated Waste Management Act, Assembly Bill 341, Assembly Bill 1826, Senate Bill 1383, and all current and future state- mandated laws, rules and regulations to the extent allowed by law and by the terms and conditions of this Second Amendment; and WHEREAS, the Participating Agencies desire to avoid a series of amendments to the Agreement over time due to future state-mandated legislation and programs, and as such, the parties desire to authorize the IWMA Board to enact policies, resolutions, and ordinances as are necessary to ensure and oversee compliance with any and all future state-mandated programs related to solid waste, recycling, waste diversion, and any other purpose of the Authority as provided in this Agreement. Page 63 of 814Page 1259 of 1359 3 - NOW, THEREFORE, IT IS AGREED AS FOLLOWS: SECTION 1. Definitions. To the extent that any of the following definitions conflict with any definition set forth in the California Integrated Waste Management Act, (Pub. Resources Code, § 40000 et seq.), and the Regulations promulgated thereunder, said Act and/or Regulations shall take priority. The terms defined in this Section that begin in this Agreement with quotation marks have the following meanings: 1.1 “Act” means the California Integrated Waste Management Act of 1989 Pub. Resources Code, § 40000 et seq.) and all regulations adopted under that legislation, as that legislation and those regulations may be amended from time to time. 1.2 “Agreement” means this Second Amended and Restated Joint Exercise of Powers Agreement, as it may be amended from time to time. 1.3 “Authority” means the San Luis Obispo County Integrated Waste Management Authority, a joint exercise of powers agency created by the Members pursuant to this Agreement. 1.4 “Authorized Districts” means certain special districts with solid waste authority participating in the IWMA through this Second Amended and Restated Joint Powers Agreement, including but not limited to the Avila Beach Community Services District, California Valley Community Services District, Cambria Community Services District, Cayucos Sanitary District, Ground Squirrel Hollow Community Services District, Heritage Ranch Community Services District, Los Osos Community Services District, Nipomo Community Services District, Oceano Community Services District, San Miguel Community Services District, San Simeon Community Services District, and Templeton Community Services District, or other qualified agencies that may later determine to become a Participating Agency by execution of this Agreement. Page 64 of 814Page 1260 of 1359 4 - 1.5 “Authorized District Representative” means the representative, or alternate, elected or appointed by the Authorized Districts to represent the Authorized Districts’ interests as a member of the IWMA regional agency pursuant to Section 40977 of the Public Resources Code. 1.6 “Board” means the Board of Directors of the Authority 1.7 “CalRecycle” means the California Department of Resources Recycling and Recovery. 1.8 “City” means any Participating Agency that is a city, and “Cities” means all of the Participating Agencies that are Cities. 1.9 “Composting Facility” means a facility at which composting is conducted and which produces a product meeting the definition of compost in Public Resources Code (PRC) section 40116. (“Compost” means the product resulting from the controlled biological decomposition of organic wastes that are source separated from the municipal solid waste stream, or which are separated at a centralized facility. “Compost” includes vegetable, yard and wood wastes which are not hazardous waste, and biosolids where combined with other organic materials in a mixture that consists largely of decayed organic matter, and is used for fertilizing and conditioning land.) 1.10 “Executive Director” means the person hired and appointed by the Board as the Authority's chief administrative officer to administer the affairs of the Authority and to implement the policies of the Board. 1.11 “Fiscal Year” means the period commencing on each July 1 and ending on the following June 30. 1.12 “HHW” means household hazardous waste as described in the household hazardous waste element as required by the Act (Pub. Resources Code, § 40000 et seq.), as that element may be amended from time to time. 1.13 “HHWE” means the Household Hazardous Waste Element as required by the Act (Pub. Resources Code, § 40000 et seq.) as that element may be amended from time to time. 1.14 “IWMA” means the Authority as defined herein. Page 65 of 814Page 1261 of 1359 5 - 1.15 “IWMA Region” means the jurisdictional territory and boundaries of all Participating Agencies. 1.16 “Joint Facilities” means a materials recovery facility, composting or HHW Facility, or other facility developed for the purpose of complying with requirements established by state legislation or the regulations of CalRecycle, or combination thereof, which is owned by some or all of the Participating Agencies directly, or by the Authority, or by a private entity, or a public agency, for the benefit of some or all of the Participating Agencies. 1.17 “Members” means the Cities who are members of this regional agency, formed pursuant to Public Resources Code section 40970 et seq, and the one (1) Authorized District Representative pursuant to Public Resources Code section 40977.“MRF” means a materials recovery facility” which means a permitted solid waste facility where solid wastes or recyclable materials are sorted or separated, by hand or by use of machinery, for the purposes of recycling or composting. (Title 14, Ch. 9, Art. 3, Section 18720, “Definitions.”) "MRF" also means a transfer station which is designed to, and, as a condition of its permit, shall recover for reuse or recycling at least 15 percent of the total volume of material received by the facility. Pub. Resources Code, § 50000(a)(4).) 1.18 “Participating Agency” or “Participating Agencies” means and shall include the Cities and the Authorized Districts who are signatories to this Agreement, delegating powers to the Authority pursuant to this Agreement, and participating in the governance of the IWMA. 1.19 “NDFE” means a Nondisposal Facility Element as required by the Act (Pub. Resources Code, § 40000 et seq.), as that element may be amended from time to time. 1.20 “Revenue Bonds” means revenue bonds, notes, certificates of participation and any other instruments and evidences of indebtedness issued by the Authority from time to time pursuant to the law or any other applicable law in order to finance the MRF, any Joint Facilities or any Sole Use Facilities. Page 66 of 814Page 1262 of 1359 6 - 1.21 “Sole Use Facilities” means an integrated resource recovery facility, performing one or more of the functions of a MRF, composting or HHW Facility which is located within the boundary of the Authority and is owned by one Participating Agency or a private entity, but in all events is operated for the benefit of the residents and/or constituents of the IWMA Region. 1.22 “Solid Waste Landfill” shall have the meaning set forth in Section 40195.1 of the Public Resources Code, as that section may be amended from time to time. 1.23 “SRRE” means a Source Reduction And Recycling Element as required by the Act (Pub. Resources Code, § 40000 et seq.), as that element may be amended from time to time. SECTION 2. Purpose. Government Code section 6500 et seq. provides that two or more public agencies by agreement may jointly exercise any power common to the contracting parties. Public Resources Code section 40977 authorizes a district to be included as a member of a regional agency. Public Resources Code section 40976 authorizes a city or county to enter into a memorandum of understanding with another city, county, or district for the purpose of preparing and implementing source reduction and recycling elements or a countywide integrated waste management plan. It is the intent of the Participating Agencies to utilize these statutory authorizations in this Agreement. The Participating Agencies enter this Agreement with the intent to operate the Authority in compliance with the requirements of the Act and other state legislation, with a minimum level of staff, addressing those operations and programs that can be most cost-effectively handled at the regional level by maximizing local resources, private sector participation, and contract services provision. The duties and responsibilities of each Participating Agency are described in the applicable adopted plans. The Authority is formed with the purpose and intent of facilitating the development of programs and projects related to waste diversion for the benefits of the residents and/or constituents of the IWMA Region that provide economies of scale without interfering with individual agencies' exercise of power within their own jurisdiction. Page 67 of 814Page 1263 of 1359 7 - SECTION 3. Creation of Authority. 3.1 The Cities hereby re-create and re-establish an authority and public entity to continue to be known as the “San Luis Obispo County Integrated Waste Management Authority,” (hereinafter referred to as the “Authority” or “IWMA”) it being understood that the Board shall be entitled to change the Authority's name from time to time. The Authority shall be a public entity separate from each of the Cities and the Authorized Districts. 3.2 The Authority shall constitute and remain as a regional agency pursuant to Public Resources Code section 40970 et seq. The regional agency shall include one (1) Authorized District Representative as a member pursuant to Public Resources Code section 40977. Said regional agency, and not the Participating Agencies of the regional agency, shall be responsible for compliance with the waste diversion requirements set forth in Public Resources Code, Article 1 of Chapter 6 (commencing with Section 41780). In the event that the regional agency fails to comply with said waste diversion requirements, it is expressly understood and agreed that Section 14 of this Agreement shall provide for indemnification for the benefit of the regional agency and its Participating Agencies as specifically set forth therein. 3.3 The assets, rights, debts, liabilities, and obligations of the Authority shall not constitute assets, rights, debts, liabilities, or obligations of any of the Participating Agencies. However, nothing in this Agreement shall prevent any Participating Agency from separately contracting for, or assuming responsibility for, specific debts, liabilities, or obligations of the Authority, provided that both the Board and that Participating Agency approve such contract or assumption in writing. 3.4 This Second Amended and Restated Joint Powers Agreement shall take effect upon its adoption by each of the Cities. The Authorized Districts, and each of them, may elect to participate in the IWMA by execution of this agreement wherein they shall be bound by its terms and conditions. All prior agreements, including the MOA, shall be extinguished upon the execution of this Agreement by the Cities. Page 68 of 814Page 1264 of 1359 8 - SECTION 4. Inclusion of the Authorized Districts. 4.1 This Second Amended and Restated Joint Powers Agreement shall be considered a Memorandum of Understanding between the Cities and the Authorized Districts to allow one (1) representatives of the Authorized Districts to participate in the governance of the IWMA pursuant to Section 40977 of the Public Resources Code. Participation of the Authorized Districts is limited to special districts within San Luis Obispo County that possess solid waste authority. The Authorized District Representative shall have all the governing rights and powers granted to an IWMA City Member. This Second Amended and Restated Joint Powers Agreement shall supersede, replace, and supplant the Memorandum of Agreement executed by and between the Cities, the County, and the Authorized Districts in or around 2001. 4.2 Authorized Districts, collectively, shall appoint or elect one representative and one alternate to represent the Authorized Districts on the IWMA Board of Directors. Authorized District Representative shall be limited to elected or appointed officials of an Authorized District. Said representatives shall represent the collective interests of all Authorized Districts. The selected Authorized District Representative shall serve a defined term, if so determined by the Authorized Districts, or so long as they hold an elected or appointed office with their Participating Agency, or until they resign or are removed prior to the end of their term. The Authorized District Representative alternate shall be entitled to vote on IWMA matters only in the absence of the Authorized District Representative. 4.3 The Authorized Districts, as Participating Agencies, shall have no individual powers and/or authority other than through the Authorized District Representative. SECTION 5. Term. The Authority is and remains effective as of the date of this Agreement. It shall continue until dissolved in accordance with Section 15 of this Agreement. However, in no event shall the Authority be dissolved if its dissolution would conflict with or violate the terms or conditions of any Revenue Bonds or related documentation including, without limitation, indentures, resolutions, and letter of credit agreements. Page 69 of 814Page 1265 of 1359 9 - SECTION 6. Powers. 6.1 The Authority is empowered to acquire, construct, finance, refinance, operate, regulate and maintain a Solid Waste Landfill, transfer station, MRF, composting, HHW, or Joint Facilities and Sole Use Facilities subject, however, to the conditions and restrictions contained in this Agreement. The Authority shall also have the power to plan, study and recommend proper solid waste management consistent with the Act and other legislation and, to the extent permitted by the Act and this Agreement, implement plans approved by the IWMA and the programs specified in the state approved and locally adopted SRREs, the HHWE, the NDFE, and the Countywide or Regional Siting Element for all or any portion of the area included within the IWMA Region. Notwithstanding any other provisions of this Agreement, the Authority shall not acquire, regulate, set fees for, or operate any solid waste landfills, recycling, or composting facilities owned or operated by Participating Agencies without the express written consent of such Participating Agency. 6.2 To the full extent permitted by applicable law, the Authority is authorized, in its own name, to do all acts necessary or convenient for the exercise of such powers that each Member could exercise separately including, without limitation, any and all of the following: a) to make and enter into contracts; b) to apply for and accept grants, advances and contributions; c) to contract for the services of engineers, attorneys, accountants, planners, consultants, fiscal agents and other persons and entities; d) to make plans and conduct studies; e) to acquire, improve, hold, lease and dispose of real and personal property of all types; f) to sue and be sued in its own name; g) to incur and discharge debts, liabilities and obligations; h) to establish rates, tolls, tipping fees, other fees, rentals and other charges in connection with the Authority’s facilities identified in Paragraph 6.1 herein, as well as any and all services and programs provided and/or implemented by the Authority; Page 70 of 814Page 1266 of 1359 10 - i) to hire agents and employees; j) to exercise the power of eminent domain for the acquisition of real and personal property; k) to issue Revenue Bonds, grant or bond anticipation notes, or other governmental financing instruments, in accordance with all applicable laws for the purpose of raising funds to finance or refinance the acquisition, construction, improvement, renovation, repair, operation, regulation or maintenance of the facilities identified in Paragraph 6.1 herein or as otherwise deemed necessary or beneficial to the Authority; l) to sell or lease the facilities identified in Paragraph 6.1 herein; m) to loan the proceeds of Revenue Bonds to any person or entity to finance or refinance the acquisition, construction, improvement, renovation or repair of the facilities identified in Paragraph 6.1 herein; n) to provide that the holders of Revenue Bonds, whether directly or through a representative such as an indenture trustee, be third party beneficiaries of any of the obligations of any Member to the Authority and to covenant with the holders of any Revenue Bonds on behalf of any such Member to perform such obligations and comply with any agreements that Member may have with the Authority; o) to prepare and implement plans and programs as deemed necessary and/or beneficial to the Authority in carrying out the purposes of this Agreement; p) to provide public education, outreach, and marketing activities in support of diversion and edible food recovery programs; q) to enter into memorandums of understanding with other regional agencies, cities, counties, and special districts; Page 71 of 814Page 1267 of 1359 11 - r) to adopt, as authorized by California law, ordinances as are necessary to ensure and oversee compliance with any and all current and future state-mandated legislation and programs related to solid waste, recycling, and waste diversion; s) to act as the delegate, on behalf of the Participating Agencies, for the responsibilities of compliance, monitoring, reporting, and education of all state-mandated legislation, including, but not limited to the Integrated Waste Management Act, Assembly Bill 341, Assembly Bill 1826, and Senate Bill 1383. 6.3 Such powers shall be exercised subject only to the limitations set forth in this Agreement, applicable law, and such restrictions upon the manner of exercising such powers as are imposed by law in the exercise of similar powers. The Authority hereby designates the City of San Luis Obispo as the Member required to be designated by Section 6509 of the California Government Code. Should the Participating Agencies desire to designate an alternative agency for the purposes of Section 6509, such new designation may be changed by resolution of the Participating Agencies without need for an amendment to this Agreement. 6.4 This Agreement shall not limit the ability of the Participating Agencies to plan, administer, implement, and otherwise conduct waste management and other related local programs as deemed appropriate by the agency and consistent with the purpose and intent of this Agreement. SECTION 7. Expressed Limitation of Powers. The Authority’s power to adopt, impose, implement, and/or comply with regulations and ordinances is expressly limited to state-mandated legislation and regulations related to solid waste, recycling, organic waste, and waste diversion. The Authority shall establish a budget policy requiring Board consideration of the minimum work required to comply with state mandates and regulations in the most demonstrably cost-effective way possible. Said policy shall not preclude other requirements such as Board consideration of the equitable distribution of services throughout the IWMA Region and program enhancements that are funded by grant Page 72 of 814Page 1268 of 1359 12 - revenues and/or reimbursements from Participating Agencies. Additionally, the IWMA shall establish a purchasing policy with a similar provision when preparing scopes of work for consultants and independent contractors who are engaged in implementing the Authority’s projects and programs. Notwithstanding the foregoing, all existing IWMA ordinances, rules, and regulations, whether or not mandated by the state, shall remain in full force and effect and not subject to this limitation of power unless otherwise determined by the Board. SECTION 8. Boundaries. The boundaries of the Authority shall be the boundaries of the Cities and the Authorized Districts identified herein as the IWMA Region. In the event a Participating Agency withdraws from the Authority, the boundaries shall be modified to exclude the area of the withdrawing agency. In the event a qualified city or district joins the Authority, the boundaries shall be modified to include the area of the joining Participating Agency. Section 8 shall not prevent the Authority’s use and/or operation of facilities outside of its boundaries within the County of San Luis Obispo. SECTION 9. Organization. 9.1 The Board. The Authority shall be governed by the Board, which shall exercise or oversee the exercise of all powers and authority on behalf of the Authority. 9.2 Participating Agencies. a) Cities. City membership in the Authority shall be voluntary, but only the cities incorporated in the County of San Luis Obispo presently or in the future, are declared eligible for membership in the Authority as a regional agency. City representatives to the Authority shall consist of one (1) member from the governing body of each incorporated City within the boundaries of the County of San Luis Obispo which is a party to this Agreement. The Cities may elect to have an alternate member(s) in addition to any official member, but Page 73 of 814Page 1269 of 1359 13 - said alternate shall be an elected or appointed official and shall be able to vote only in the absence of the official representative. b) Authorized Districts. The Authorized Districts shall be collectively represented on the Board by one (1) representative and one (1) alternate elected or appointed by and among themselves. The Authorized District Representative shall have all rights, power, and authority granted to a City representative. The Authorized District alternate shall be elected or appointed officials and entitled to vote only in the absence of the official Authorized District Representative. c) Representatives of the shall be appointed to serve on the Board in accordance with procedures established by each of the governing bodies of their respective agencies, except that the Authorized District Representative and alternate shall be elected or appointed pursuant to Section 4. Representatives shall serve so long as they hold office with their member agency, until they shall resign or are removed by a majority vote of their member agency, or pursuant to a set term established by their member agency. Vacancies among representatives or alternates shall be filled in the same manner as the first appointment. d) Designation of the official representative or alternate(s), or changes thereto, shall be transmitted in writing to the Executive Director of the Authority by the appointing agency. e) In addition to the incorporated Cities and Authorized Districts presently a party to this Agreement, any other city or qualified special district which may desire to participate in the activities Page 74 of 814Page 1270 of 1359 14 - of the Authority may do so by executing this Agreement without prior approval or ratification of the named parties to this Agreement and shall thereafter be governed by all the terms and provisions of this Agreement as of the date of execution. f) Membership and/or participation of any Participating Agency shall be contingent upon the execution of this Second Amended and Restated Joint Powers Agreement, as same may be further amended from time to time, with no requirement to execute the Original JPA or any prior amendments thereto. 9.3 Principal Office. The principal office of the Authority shall be located at 870 Osos Street, San Luis Obispo, CA 93401. The Board may change that principal office upon giving at least 15 days' notice to each Participating Agency and to CalRecycle. 9.4 Officers. a) The officers of the Board shall consist of a President and Vice President elected for a term of one year by a majority vote of the Board b) Both the President and Vice President of the Board shall be elected at the last meeting preceding July of each year. c) The officers shall serve until their successors are elected. d) The duties of the officers shall be as follows: 1) President a) Shall preside over all meetings of the Board. b) Shall appoint all ad hoc committees subject to ratification by the Board. c) Shall be an ex-officio member of all committees. Page 75 of 814Page 1271 of 1359 15 - d) Shall execute all contracts and legal documents on behalf of the Authority except those that have been delegated to the Executive Director through purchasing policies or other actions of the Board of Directors. 2) Vice President a) Shall serve as President pro-tem in the absence of the President. b) Shall give whatever aid necessary to the President. c) Shall be an ex-officio member of all committees. d) In the event of a vacancy occurring in the office of either the President or Vice President upon said officer's death, resignation, removal or his/her ceasing to be an official representative of a member agency, such vacancy will be filled by majority vote of the Board, the officer elected to serve for the balance of the unexpired term. 9.5 Executive Director. The Board shall employ or contract for the services of a general manager (the “Executive Director”) who shall be the chief administrative officer of the Authority. The Authority shall select a qualified Executive Director using professional personnel standards and an open competitive process. The Executive Director shall plan, organize and direct the administration and operations of the Authority, either directly or by means of delegation to IWMA staff, shall advise the Board on policy matters, shall recommend an administrative structure to the Board, shall hire and discharge administrative staff, shall develop and recommend budgets, shall reply to communications on behalf of the Authority, shall approve payments of amounts duly authorized by the Board, shall implement Board policy, shall Page 76 of 814Page 1272 of 1359 16 - carry out such other duties that may be assigned to the Executive Director by the Board from time to time, and shall attend meetings of the Board and committees as directed. 9.6 Committees. a) Committees, subcommittees, and advisory committees may be established as the Board may deem appropriate. b) Membership on “ad-hoc” policy committees shall be at the discretion of the President, subject to ratification by the Board, and consisting of less than a quorum of the Board. Nothing herein shall be construed to limit membership on these aforesaid committees to officials of the member agencies. The President may appoint any individual deemed qualified to serve on a committee. c) Standing Committees shall include an Executive Committee and other committees as established by the Board. The composition and bylaws of the standing committees shall be established by the Board by resolution. All Standing Committee meetings shall be held subject to the provisions of the Ralph M. Brown Act (Sections 54950 et seq. of the California Government Code) and other applicable laws of the State of California. SECTION 10. Meetings of the Board. 10.1 Notice of Meetings. All meetings of the Board shall be held subject to the provisions of the Ralph M. Brown Act (Sections 54950 et seq. of the California Government Code) and other applicable laws of the State of California. 10.2 Regular Meetings. The Board shall hold at least four regular meetings each year. The date upon which, and the hour and place at which, each regular meeting shall be fixed by resolution of the Board. Page 77 of 814Page 1273 of 1359 17 - 10.3 Special Meetings. Special meetings of the Board may be called in accordance with the provisions of the California Government Code. 10.4 Notice of Meetings. All meetings of the Board shall be held subject to the provisions of the Ralph M. Brown Act (Sections 54950 et seq. of the California Government Code) and other applicable laws of the State of California. 10.5 Minutes. The Executive Director shall cause minutes of all meetings of the Board and any standing committees of the Board to be kept and shall, after each meeting and approval of the Board, cause a copy of the minutes to be forwarded to each Participating Agency. 10.6 Quorum and Voting. For purposes of conducting business, there shall be present a quorum consisting of a majority of the Board. Each director shall have one vote. No action shall be effective without the affirmative votes of a majority of those present. The Board shall adopt such procedures as are consistent with this Agreement and applicable law and are necessary or helpful in conducting the business of the Authority in an orderly manner. 10.7 Budget. The Cities and the County have entered into a Memorandum of Agreement among the County of San Luis Obispo and the Cities of Arroyo Grande, Atascadero, El Paso de Robles, Grover Beach, Morro Bay, Pismo Beach, and San Luis Obispo for the Establishment and Payment of Landfill Tipping Fee Surcharges To Support The San Luis Obispo Integrated Waste Management Authority (the “MOA”). Pursuant to the MOA, those members of the Authority having jurisdiction over such matters have agreed to establish tipping fee surcharges (the “Tipping Fee Surcharges”) which shall be paid into a Solid Waste Authority— Trust Fund (as defined in the MOA) for the purposes therein. a) A line item and program budget for the Authority's operations shall be adopted by the Board for the ensuing Fiscal Year prior to June 30 of each year. All costs incurred by the Authority shall be set forth in the budget and shall be paid out of the solid waste fund derived from tipping fee surcharges and other sources as approved by the Board. Page 78 of 814Page 1274 of 1359 18 - The line item and program budget shall be submitted in draft form to all Participating Agencies for review and comment prior to adoption. The line item and program budget shall include sufficient detail to constitute an operating guideline, the anticipated sources of funds, and the anticipated expenditures to be made for the operations of the Authority and the administration, maintenance and operating costs of the facilities identified in Paragraph 6.1 herein. Any budget for Sole Use Facilities shall be maintained separately. Approval of the line item and program budget by the Board shall constitute authority for the Executive Director to expend funds for the purposes outlined in the approved budget, subject to the availability of funds. b) A budget for the acquisition, construction, or operation of facilities, or for contracting for the acquisition, construction, or operation of facilities, identified in Paragraph 6.1 herein shall be adopted by the Board before the Authority commits any acquisition or construction funds or contracts. It may be amended if and when determined by the Board. Approval of the budget(s) for the facilities identified in Paragraph 6.1 herein shall constitute authority for the Executive Director or any trustee or other fiduciary appointed by the Authority) to receive state or federal grant funds and proceeds of Revenue Bonds and to expend funds for the acquisition, construction, or operation of the facilities identified in Paragraph 6.1 herein. Page 79 of 814Page 1275 of 1359 19 - c) A budget(s) governing the acquisition, construction, or operation of Sole Use Facilities may be adopted by the affected Participating Agency or Agencies. When such budgets are adopted by affected parties, appropriate accounts shall be established by the Authority and designated as such participant or participant’s fund. Disbursement of such funds by the Authority shall be made only upon receipt of written authorization from the designated finance officer of the affected Participating Agency or Agencies. Receipts and disbursements for the acquisition or construction of Sole Use Facilities may also be made directly by the affected Participating Agency or Agencies, in which case such budgets shall not be a part of the budget of the Authority. 10.8 Rules of Procedure. The Board shall from time to time, establish written rules and procedures for the conduct of their meetings. SECTION 11. Joint Operating Fund and Contributions. The Authority shall have the power to establish a joint operating fund. The fund shall be used to pay all administrative, operating, and other expenses incurred by the Authority. Funding shall be on an enterprise basis or as determined by the Board. All monies in the joint operating fund shall be paid out by the Auditor-Controller / Treasurer for the purposes for which the fund was created upon authorization by the President of the Board and approval by the Executive Director of demands for payment, or as otherwise authorized by resolution of the Board filed with the Auditor-Controller / Treasurer. No Participating Agency shall be obligated to make any contributions of funds to the Authority for facilities to be established in accordance with Section 6.1 or pay any other amounts on behalf of the Authority, other than as required by this Section 11, without that Participating Agency’s consent evidenced by a written instrument signed by a duly authorized representative of that Participating Agency. The Authority shall contract with Page 80 of 814Page 1276 of 1359 20 - an independent certified professional accountant to conduct annual fiscal audits as required by applicable statute or legislation and report the results of such audit to the Board. 11.1 Auditor-Controller / Treasurer. The Auditor-Controller / Treasurer of San Luis Obispo County shall be the Auditor-Controller / Treasurer of the Authority. The Auditor- Controller / Treasurer shall preform all responsibilities and obligations as provided in Government Code section 6505.5. To the extent a conflict exists between this Section 11 and the Government Code, the Government Code shall control. 11.2 Notwithstanding Sections 11.1 above, designation of the Auditor- Controller / Treasurer may be changed from time to time by resolution of the Board without necessitating amendment to this Agreement. SECTION 12. Records and Accounts. This Section and Section 11 are intended to ensure strict accountability of all funds of the Authority and to provide accurate reporting of receipts and disbursements of such funds. The Authority shall maintain accurate and correct books of account, showing in detail the costs and expenses of any service or acquisition and construction and the maintenance, operation, regulation and administration of any service or Joint Facilities or Sole Use Facilities, and all financial transactions of the Participating Agencies relating to any service or Joint Facilities or Sole Use Facilities. Books and records shall be established and maintained in accordance with generally accepted accounting principles promulgated by the California State Controller's Office and the Governmental Accounting Standards Board. The books of account shall correctly show any receipts and any costs, expenses, or charges to be paid by all or any of the Participating Agencies. The books of account shall be open to inspection at all times by a representative or agent of any of the Participating Agencies. In addition, if required by any resolution authorizing the issuance of Revenue Bonds, the Authority shall maintain appropriate books, records, accounts and files relating to each project as required by such resolution which shall be open to inspection by holders of Revenue Bonds if and to the extent, and in the manner, provided in the resolution. Page 81 of 814Page 1277 of 1359 21 - SECTION 13. Rates and Fees. The Authority shall be funded by a combination of rates, fees, and other funding mechanisms as allowed by applicable authority. Use of revenue from rates and fees shall not be restricted based upon the funding mechanism. The Authority shall establish and regulate rates and/or tipping fees at facilities within the County of San Luis Obispo, such as landfills or other collection sites, for (1) the operation, acquisition, construction, repair, and maintenance of new and existing facilities; (2) the implementation of state legislation and regulations; (3) the operation of programs, education, outreach, monitoring and enforcement efforts; and (4) the preparation, adoption, and implementation a regional management plan. The Authority may impose fees in amounts sufficient for (1) the implementation of state legislation and supporting programs; (2) education outreach, monitoring, reporting and compliance efforts; (3) the preparation, adoption, and implementation of a regional management plan; and (4) any other purposes as provided for by this Agreement. Revenue generation may include fees imposed on “Haulers” (defined as companies with an agreement with a governmental entity for the collection of solid waste, recyclables, or green waste in San Luis Obispo County), assessments, or any other funding mechanism as allowed by applicable authority. Rates and fees shall be set or modified by resolution only. Prior to the Authority increasing rates or fees, or imposing new rates or fees, the Authority shall provide the Participating Agencies with all necessary facts, data, information and analyses related to justification and/or explanation of the proposed rates and fees that meet all applicable legal requirements to support their adoption. The Authority shall coordinate with the Participating Agency managers in this regard to ensure the facts, data, information and analyses provided by the Authority is adequate to enable the Participating Agencies to implement the Authority’s proposed rates and fees through the Proposition 218 process, if deemed applicable to a Participating Agency by that Agency; however, determinations regarding the application of Proposition 218 to any proposed increased rate or fee shall be made solely by each Participating Agency with no Authority representations of any kind. Page 82 of 814Page 1278 of 1359 22 - The Authority shall establish a rate and/or fee setting policy which shall govern the obligations of the Authority to its Participating Agencies in the implementation of any new or increased rates or fees. SECTION 14. Failure to Meet Waste Stream Requirements. The Authority shall be entitled to cause the waste streams of each Participating Agency to be monitored, pursuant to procedures approved by the Board, in order to determine whether state waste diversion requirements are being met. If the waste stream diversion of any Participating Agency fails to meet any such requirements, including but not limited to taking all actions necessary to comply with state mandates, that Participating Agency shall be solely responsible for any and all resulting liabilities, damages, fines, criminal and civil sanctions, and costs and expenses. That Participating Agency shall also indemnify and hold the Authority and the other Participating Agencies harmless from and against any and all liabilities, damages, fines, sanctions, costs and expenses that are incurred as a result of the violation or a claimed violation including, without limitation, all fees and costs of legal counsel. If two or more Participating Agencies are responsible for a failure to meet any such requirements or are claimed to have violated any such requirements, the Participating Agencies responsible for the violations or which are the subject of such claims shall be responsible to, and shall indemnify, the Authority and the other Participating Agencies in proportion to their relative responsibility for the violations or claimed violations. Upon notification of any such violation or claim, the Participating Agency or Agencies shall take such prompt, corrective action as is necessary to meet the requirements. Nothing in this Section shall preclude one or more Participating Agencies or the Authority from imposing or establishing additional incentives to meet waste diversion requirements. Page 83 of 814Page 1279 of 1359 23 - SECTION 15. Withdrawal and Dissolution. 15.1 The parties to this Agreement pledge full cooperation and agree to assign representatives to serve as official appointed representatives of the Authority or any committee or subcommittee thereof who shall act for and on behalf of their Participating Agency in any or all matters which shall come before the Authority, subject to any necessary approval of their acts by the governing bodies of the Participating Agencies. 15.2 Any party to this Agreement may withdraw from the Authority, upon providing six (6) months’ prior written notice, and terminate its participation in this Agreement by resolution of its governing body. The withdrawal of the Participating Agency shall have no effect on the continuance of this Agreement among the remaining Participating Agencies, and the Agreement shall remain in full force and effect with respect to the remaining Participating Agencies. No withdrawal shall become effective until six (6) months after receipt of the written notice by the Authority. 15.3 A Participating Agency which has withdrawn from the Authority shall not be liable for the payment of further contributions falling due beyond the date of withdrawal and shall have no right to reimbursement of any monies previously paid to the Authority. The Authority may authorize a reimbursement if in its judgment such reimbursement is fair and equitable and can be done without jeopardy to the operation of the Authority. If any Participating Agency fails to pay a required contribution, as determined by the Board, that Participating Agency shall be provided with a sixty (60) day written notice and an opportunity to cure. If the Board determines that the Participating Agency has failed to cure or negotiate a cure within sixty (60) days following delivery of the written notice shall be deemed a voluntary withdrawal from the Authority. 15.4 The Authority may be dissolved at any time and this Agreement terminated by a joint agreement duly-approved and executed by a majority of the Members which are parties hereto. Said termination agreement shall provide for the orderly payment of all outstanding debts and obligations and for the return of any surplus funds of the Authority in proportion to the contributions made by the Participating Agencies. In the event the Authority is dissolved, the individual Participating Agencies shall be responsible for complying with the Page 84 of 814Page 1280 of 1359 24 - requirements of the Act as included in the approved SRREs, HHWE, NDFE, Countywide or Regional Siting Element and Integrated Waste Management Plan in addition to compliance with all waste management related legislation. SECTION 16. Amendments Including Termination. This Agreement may only be amended or terminated by a written instrument executed by a majority of the Members and meeting the requirements imposed by the terms or conditions of all Revenue Bonds and related documentation including, without limitation, indentures, resolutions, and letter of credit agreements. Notwithstanding the foregoing, no amendment or termination shall require any Participating Agency to contribute any funds to the Authority or become directly or contingently liable for any debts, liabilities or obligations of the Authority without the consent of that agency evidenced in a written instrument signed by a duly authorized representative of that Participating Agency. SECTION 17. Filing with the Secretary of State. The Secretary shall file all required notices with the Secretary of State in accordance with California Government Code sections 6503.5 and 53051 SECTION 18. Notices. All notices which any Participating Agency of the Authority may wish to give in connection with this Agreement shall be in writing and shall be served by personal delivery, by electronic mail, or by US mail addressed to the Participating Agency, or Participating Agencies, or the Authority at its principal office, or to such other address as the Authority or Participating Agency or Participating Agencies may designate from time to time by written notice given in the manner specified in this Section. Service of notice pursuant to this Section shall be deemed complete on the day of service by personal delivery (but 24 hours after such delivery in the case of notices of special meetings of the Board), two days after mailing if deposited in the United States mail, or in 24 hours if provided by electronic mail. Page 85 of 814Page 1281 of 1359 25 - SECTION 19. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the permitted successors and assigns of the Participating Agencies. However, no Participating Agency shall assign any of its rights under this Agreement except to a duly formed public entity organized and existing under the laws of the State of California approved by a majority of the voting Directors who do not represent the assigning Participating Agency. No assignment shall be effective unless and until the Authority, the Participating Agencies, and the proposed assignee comply with all then applicable requirements of law relating to changes in the composition of entities such as the Authority if and when they have Revenue Bonds outstanding and with the terms and conditions of all Revenue Bonds and related documentation including, without limitation, indentures, resolutions and letter of credit agreements. SECTION 20. Severability Should any part, term, sentence, or provision of this Agreement be decided by a final judgment of a court or arbitrator to be illegal or in conflict with any law of the State of California or otherwise be unenforceable or ineffectual, the validity of its remaining parts, terms, sentences, and provisions shall not be affected and the Participating Agencies represent that they would have adopted this Agreement even without the ineffectual or non-valid provision(s). SECTION 21. Section Headings. All section headings contained in this Agreement are for convenience and reference. They are not intended to define or limit the scope of any provision of this Agreement. SECTION 22. Effective Date. This Agreement shall take effect upon its execution by all Members, pursuant to resolutions of such governing bodies authorizing such execution and shall remain in full force and effect until dissolved pursuant to the provisions herein. This Agreement may be executed in counterparts which together shall constitute a single agreement. Page 86 of 814Page 1282 of 1359 26 - IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first hereinabove written. CITY OF SAN LUIS OBISPO By: ___________________________ Date: ________________________ Erica A. Stewart, Mayor ATTEST By: ___________________________ Resolution No. _________ (2022 Series) Teresa Purrington, City Clerk APPROVED AS TO FOR AND LEGAL EFFECT By: ___________________________ Date: __________________________ J. Christine Dietrick, City Attorney Page 87 of 814Page 1283 of 1359 1 - PARTICIPATING AGENCIES CITIES Arroyo Grande Atascadero El Paso de Robles Grover Beach Morro Bay Pismo Beach San Luis Obispo AUTHORIZED DISTRICTS Avila Beach CSD California Valley CSD Cambria CSD Cayucos Sanitary District Ground Squirrel Hollow CSD Heritage Ranch CSD Los Osos CSD Nipomo CSD Oceano CSD San Miguel CSD San Simeon CSD Templeton CSD Page 88 of 814Page 1284 of 1359 JOINT POWERS AGREEMENT TO ESTABLISH AN INTEGRATED WASTE MANAGEMENT AUTHORITY FOR THE CITIES OF SAN LUIS OBISPO COUNTY, CALIFORNIA Deleted: AND COUNTY Page 89 of 814Page 1285 of 1359 1 - SECOND AMENDED AND RESTATED JOINT POWERS AGREEMENT TO ESTABLISH AN INTEGRATED WASTE MANAGEMENT AUTHORITY FOR THE CITIES OF SAN LUIS OBISPO COUNTY, CALIFORNIA THIS SECOND AMENDED AND RESTATED JOINT POWERS AGREEMENT is made and entered into this on _________________________________, by and between the incorporated cities of Arroyo Grande, Atascadero, El Paso de Robles, Grover Beach, Morro Bay, Pismo Beach, and San Luis Obispo, all being municipal corporations of the State of California and located within the boundaries of the County of San Luis Obispo California, hereinafter called “Cities.” WHEREAS, on May 10, 1994, an agreement was executed by and between the Cities and the County of San Luis Obispo (“County”) forming a joint powers authority pursuant to the provisions of the Joint Exercise of Powers Act (Government Code section 6500 et seq., for the purpose of facilitating the development of waste diversion programs and projects that provide economies of scale without interfering with individual agencies’ exercise of power within their own jurisdiction (hereinafter referred to as the “Original JPA Agreement”); and WHEREAS, pursuant to the Original JPA Agreement, the member agencies created and established a public entity identified as the San Luis Obispo County Integrated Waste Management Authority (“IWMA”); and WHEREAS, in or around 2001, a Memorandum of Agreement (“MOA”) was executed by and between the Cities, the County, and certain special districts within the County (“Authorized Districts”) amending the Original JPA Agreement to include the Authorized Districts for representation on the IWMA Board; and WHEREAS, on or about November 15, 2021, the County withdrew from the IWMA; and the Cities and Authorized Districts determined that a single regional agency remained advantageous to advise, plan for, and implement solutions to common solid waste and a waste diversion efforts; and WHEREAS, the IWMA was originally formed to meet the requirements of the California Integrated Waste Management Act (California Public Resources Code section 40000 et seq.) and all regulations adopted under that legislation require, among other things, that certain public agencies in California make adequate provision for solid waste management within their jurisdictions; and WHEREAS, since the IWMA’s formation, Assembly Bill 341 (Chesbro, 2011) (Recycling of Commercial Solid Waste (“MCR”)) was signed into law and established requirements for jurisdictions to implement a commercial solid waste recycling program designed to divert commercial solid waste; and Deleted: AND COUNTY Deleted: 10th Deleted: "CITIES," and the County of San Luis Obispo, a body politic and corporate and a subdivision of the State of California, hereinafter called "COUNTY," as follows: Deleted: WHEREAS, Section 6500, et seq., of the California Government Code (Title 1, Division 7, Chapter 5, Article 1) provides for agreements between two or more public agencies to jointly exercise any power common to the contracting parties, subject to certain mandatory provisions contained therein; and ¶ WHEREAS, it is desirable Deleted: be created by and with the consent of CITIES and COUNTY… Deleted: suggest, Deleted: problems; assist with programs by utilizing the professional talents of the various governmental jurisdictions in the County and of experts in various other fields and to coordinate their Deleted: WHEREAS, Deleted: requires Deleted: CITIES Deleted: COUNTY have the power to plan, acquire, construct, maintain, manage, regulate, operate and control facilities… Deleted: the collection, transportation, processing and disposal of the … Deleted: , including recyclables, Page 90 of 814Page 1286 of 1359 2 - WHEREAS, since the IWMA’s formation, Assembly Bill 1826 (Chesbro, 2014) (Recycling of Commercial Organic Waste (“MORe”)) was signed into law and established the requirement for jurisdictions to implement an organic waste recycling program to divert organic waste generated by businesses; and WHEREAS, since the IWMA’s formation, Senate Bill 1383 (Lara, 2016) was signed into law requiring jurisdictions to implement organic waste diversion programs that include providing organic waste collection services to businesses and residences, edible food recovery goals, public education and outreach, contamination monitoring and sampling activities, recordkeeping and reporting, organic materials and edible food recovery, infrastructure capacity planning, procurement of recovered organic waste products, and enforcement; and WHEREAS, the Cities and Authorized Districts continue to believe that by combining their separate powers they can achieve their waste diversion goals and satisfy the requirements of the Integrated Waste Management Act and other legislation more effectively than if they exercise those powers separately; and WHEREAS, the Cities affirm, that pursuant to this Second Amended and Restated Joint Powers Agreement, the IWMA remains a regional agency in accordance with Public Resources Code section 40970 et seq.; and WHEREAS, pursuant to Section 40977, the Cities shall include one (1) Authorized District to be included as a member in the IWMA regional agency for the purpose of representation on the IWMA Board of Directors; and WHERAS, the Authorized District “member” may change from time to time; the current elected or appointed Authorized District representative shall represent the collective interests of all Authorized Districts; and WHEREAS, this Second Amended and Restated Joint Powers Agreement shall be considered a Memorandum of Understanding between the Cities and the Authorized Districts to enable and allow one (1) representative of the Authorized Districts to participate in the governance of the IWMA as a member agency pursuant to Section 40977 of the Public Resource Code to represent the interests of all Authorized Districts; and WHEREAS, the Cities and the Authorized Districts (together “Participating Agencies”) desire to establish and confer upon a separate legal entity the powers necessary to enable them to achieve their waste diversion goals and to comply with the Integrated Waste Management Act, Assembly Bill 341, Assembly Bill 1826, Senate Bill 1383, and all current and future state- mandated laws, rules and regulations to the extent allowed by law and by the terms and conditions of this Second Amendment; and WHEREAS, the Participating Agencies desire to avoid a series of amendments to the Agreement over time due to future state-mandated legislation and programs, and as such, the parties desire to authorize the IWMA Board to enact policies, resolutions, and ordinances as are necessary to ensure and oversee compliance with any and all future state-mandated programs related to solid waste, recycling, waste diversion, and any other purpose of the Authority as provided in this Agreement. Deleted: within their jurisdictions Deleted: CITIES and COUNTY Deleted: CITIES and COUNTY intend by this Agreement to exercise their respective powers jointly and to exercise such additional powers as are available for the purpose of achieving their waste diversion goals, complying with the Integrated Waste Management Act and developing integrated resource recovery facilities for the benefit of all CITIES and COUNTY; and¶ WHEREAS, the CITIES and COUNTY intend, Deleted: to establish Deleted: Section 40973; Deleted: the CITIES and COUNTY intend, Deleted: this agreement and Public Resources Code Deleted: 40973, that said regional agency, and not the CITIES and COUNTY which are members of the regional agency,… Deleted: responsible for compliance with the waste diversion requirements set forth Deleted: Public Resources Code, Article 1 Deleted: Chapter 6 (commencing with Deleted: 41780); Deleted: CITIES Deleted: COUNTY Deleted: . Page 91 of 814Page 1287 of 1359 3 - NOW, THEREFORE, IT IS AGREED AS FOLLOWS: SECTION 1. Definitions. To the extent that any of the following definitions conflict with any definition set forth in the California Integrated Waste Management Act, (Pub. Resources Code, § 40000 et seq.), and the Regulations promulgated thereunder, said Act and/or Regulations shall take priority. The terms defined in this Section that begin in this Agreement with quotation marks have the following meanings: 1.1 “Act” means the California Integrated Waste Management Act of 1989 Pub. Resources Code, § 40000 et seq.) and all regulations adopted under that legislation, as that legislation and those regulations may be amended from time to time. 1.2 “Agreement” means this Second Amended and Restated Joint Exercise of Powers Agreement, as it may be amended from time to time. 1.3 “Authority” means the San Luis Obispo County Integrated Waste Management Authority, a joint exercise of powers agency created by the Members pursuant to this Agreement. 1.4 “Authorized Districts” means certain special districts with solid waste authority participating in the IWMA through this Second Amended and Restated Joint Powers Agreement, including but not limited to the Avila Beach Community Services District, California Valley Community Services District, Cambria Community Services District, Cayucos Sanitary District, Ground Squirrel Hollow Community Services District, Heritage Ranch Community Services District, Los Osos Community Services District, Nipomo Community Services District, Oceano Community Services District, San Miguel Community Services District, San Simeon Community Services District, and Templeton Community Services District, or other qualified agencies that may later determine to become a Participating Agency by execution of this Agreement. Deleted: PRC Sec. Deleted: California Public Deleted: Sections Page 92 of 814Page 1288 of 1359 4 - 1.5 “Authorized District Representative” means the representative, or alternate, elected or appointed by the Authorized Districts to represent the Authorized Districts’ interests as a member of the IWMA regional agency pursuant to Section 40977 of the Public Resources Code. 1.6 “Board” means the Board of Directors of the Authority 1.7 “CalRecycle” means the California Department of Resources Recycling and Recovery. 1.8 “City” means any Participating Agency that is a city, and “Cities” means all of the Participating Agencies that are Cities. 1.9 “Composting Facility” means a facility at which composting is conducted and which produces a product meeting the definition of compost in Public Resources Code (PRC) section 40116. (“Compost” means the product resulting from the controlled biological decomposition of organic wastes that are source separated from the municipal solid waste stream, or which are separated at a centralized facility. “Compost” includes vegetable, yard and wood wastes which are not hazardous waste, and biosolids where combined with other organic materials in a mixture that consists largely of decayed organic matter, and is used for fertilizing and conditioning land.) 1.10 “Executive Director” means the person hired and appointed by the Board as the Authority's chief administrative officer to administer the affairs of the Authority and to implement the policies of the Board. 1.11 “Fiscal Year” means the period commencing on each July 1 and ending on the following June 30. 1.12 “HHW” means household hazardous waste as described in the household hazardous waste element as required by the Act (Pub. Resources Code, § 40000 et seq.), as that element may be amended from time to time. 1.13 “HHWE” means the Household Hazardous Waste Element as required by the Act (Pub. Resources Code, § 40000 et seq.) as that element may be amended from time to time. 1.14 “IWMA” means the Authority as defined herein. Deleted: Member Deleted: Members Deleted: cities Deleted: <#>“County” means the unincorporated areas of San Luis Obispo County, California.¶ Deleted: California Public Deleted: Sections Deleted: California Public Deleted: Sections Page 93 of 814Page 1289 of 1359 5 - 1.15 “IWMA Region” means the jurisdictional territory and boundaries of all Participating Agencies. 1.16 “Joint Facilities” means a materials recovery facility, composting or HHW Facility, or other facility developed for the purpose of complying with requirements established by state legislation or the regulations of CalRecycle, or combination thereof, which is owned by some or all of the Participating Agencies directly, or by the Authority, or by a private entity, or a public agency, for the benefit of some or all of the Participating Agencies. 1.17 “Members” means the Cities who are members of this regional agency, formed pursuant to Public Resources Code section 40970 et seq, and the one (1) Authorized District Representative pursuant to Public Resources Code section 40977.“MRF” means a materials recovery facility” which means a permitted solid waste facility where solid wastes or recyclable materials are sorted or separated, by hand or by use of machinery, for the purposes of recycling or composting. (Title 14, Ch. 9, Art. 3, Section 18720, “Definitions.”) "MRF" also means a transfer station which is designed to, and, as a condition of its permit, shall recover for reuse or recycling at least 15 percent of the total volume of material received by the facility. Pub. Resources Code, § 50000(a)(4).) 1.18 “Participating Agency” or “Participating Agencies” means and shall include the Cities and the Authorized Districts who are signatories to this Agreement, delegating powers to the Authority pursuant to this Agreement, and participating in the governance of the IWMA. 1.19 “NDFE” means a Nondisposal Facility Element as required by the Act (Pub. Resources Code, § 40000 et seq.), as that element may be amended from time to time. 1.20 “Revenue Bonds” means revenue bonds, notes, certificates of participation and any other instruments and evidences of indebtedness issued by the Authority from time to time pursuant to the law or any other applicable law in order to finance the MRF, any Joint Facilities or any Sole Use Facilities. Deleted: located within the boundary of the Authority and is … Deleted: members Deleted: members Deleted: <#>“Manager” means the person hired and appointed by the Board as the Authority's administrative officer to administer the affairs of the Authority and to effect the policies of the Board.¶ Member” means any of the signatories to this Agreement and “Members” means all of the signatories to this Agreement.¶ Deleted: <#>(PRC Deleted: California Public Deleted: Sections Page 94 of 814Page 1290 of 1359 6 - 1.21 “Sole Use Facilities” means an integrated resource recovery facility, performing one or more of the functions of a MRF, composting or HHW Facility which is located within the boundary of the Authority and is owned by one Participating Agency or a private entity, but in all events is operated for the benefit of the residents and/or constituents of the IWMA Region. 1.22 “Solid Waste Landfill” shall have the meaning set forth in Section 40195.1 of the Public Resources Code, as that section may be amended from time to time. 1.23 “SRRE” means a Source Reduction And Recycling Element as required by the Act (Pub. Resources Code, § 40000 et seq.), as that element may be amended from time to time. SECTION 2. Purpose. Government Code section 6500 et seq. provides that two or more public agencies by agreement may jointly exercise any power common to the contracting parties. Public Resources Code section 40977 authorizes a district to be included as a member of a regional agency. Public Resources Code section 40976 authorizes a city or county to enter into a memorandum of understanding with another city, county, or district for the purpose of preparing and implementing source reduction and recycling elements or a countywide integrated waste management plan. It is the intent of the Participating Agencies to utilize these statutory authorizations in this Agreement. The Participating Agencies enter this Agreement with the intent to operate the Authority in compliance with the requirements of the Act and other state legislation, with a minimum level of staff, addressing those operations and programs that can be most cost-effectively handled at the regional level by maximizing local resources, private sector participation, and contract services provision. The duties and responsibilities of each Participating Agency are described in the applicable adopted plans. The Authority is formed with the purpose and intent of facilitating the development of programs and projects related to waste diversion for the benefits of the residents and/or constituents of the IWMA Region that provide economies of scale without interfering with individual agencies' exercise of power within their own jurisdiction. Deleted: member Deleted: one Deleted: more, but not all, Deleted: Members Deleted: California Public Deleted: Sections Deleted: This Agreement is entered into for the purposes of providing for the joint exercise of certain powers common to the Members and for the exercise of such additional powers as are conferred by law in order to achieve our waste diversion goals. The Members are each empowered by the laws of the State of California to exercise the powers specified in this Agreement and to comply with the provisions of the Act and other laws. These common powers shall be exercised for the benefit of any one or more of the Members or otherwise in the manner set forth in this Agreement.¶ The members enter the agreement Deleted: city and the County Page 95 of 814Page 1291 of 1359 7 - SECTION 3. Creation of Authority. 3.1 The Cities hereby re-create and re-establish an authority and public entity to continue to be known as the “San Luis Obispo County Integrated Waste Management Authority,” (hereinafter referred to as the “Authority” or “IWMA”) it being understood that the Board shall be entitled to change the Authority's name from time to time. The Authority shall be a public entity separate from each of the Cities and the Authorized Districts. 3.2 The Authority shall constitute and remain as a regional agency pursuant to Public Resources Code section 40970 et seq. The regional agency shall include one (1) Authorized District Representative as a member pursuant to Public Resources Code section 40977. Said regional agency, and not the Participating Agencies of the regional agency, shall be responsible for compliance with the waste diversion requirements set forth in Public Resources Code, Article 1 of Chapter 6 (commencing with Section 41780). In the event that the regional agency fails to comply with said waste diversion requirements, it is expressly understood and agreed that Section 14 of this Agreement shall provide for indemnification for the benefit of the regional agency and its Participating Agencies as specifically set forth therein. 3.3 The assets, rights, debts, liabilities, and obligations of the Authority shall not constitute assets, rights, debts, liabilities, or obligations of any of the Participating Agencies. However, nothing in this Agreement shall prevent any Participating Agency from separately contracting for, or assuming responsibility for, specific debts, liabilities, or obligations of the Authority, provided that both the Board and that Participating Agency approve such contract or assumption in writing. 3.4 This Second Amended and Restated Joint Powers Agreement shall take effect upon its adoption by each of the Cities. The Authorized Districts, and each of them, may elect to participate in the IWMA by execution of this agreement wherein they shall be bound by its terms and conditions. All prior agreements, including the MOA, shall be extinguished upon the execution of this Agreement by the Cities. Deleted: Members Deleted: ) Deleted: if it so chooses. Deleted: Members Deleted: Section 40973. Deleted: CITIES and COUNTY which are members Deleted: the Deleted: 12 Deleted: members Deleted: Members. Deleted: Member Deleted: Member Page 96 of 814Page 1292 of 1359 8 - SECTION 4. Inclusion of the Authorized Districts. 4.1 This Second Amended and Restated Joint Powers Agreement shall be considered a Memorandum of Understanding between the Cities and the Authorized Districts to allow one (1) representatives of the Authorized Districts to participate in the governance of the IWMA pursuant to Section 40977 of the Public Resources Code. Participation of the Authorized Districts is limited to special districts within San Luis Obispo County that possess solid waste authority. The Authorized District Representative shall have all the governing rights and powers granted to an IWMA City Member. This Second Amended and Restated Joint Powers Agreement shall supersede, replace, and supplant the Memorandum of Agreement executed by and between the Cities, the County, and the Authorized Districts in or around 2001. 4.2 Authorized Districts, collectively, shall appoint or elect one representative and one alternate to represent the Authorized Districts on the IWMA Board of Directors. Authorized District Representative shall be limited to elected or appointed officials of an Authorized District. Said representatives shall represent the collective interests of all Authorized Districts. The selected Authorized District Representative shall serve a defined term, if so determined by the Authorized Districts, or so long as they hold an elected or appointed office with their Participating Agency, or until they resign or are removed prior to the end of their term. The Authorized District Representative alternate shall be entitled to vote on IWMA matters only in the absence of the Authorized District Representative. 4.3 The Authorized Districts, as Participating Agencies, shall have no individual powers and/or authority other than through the Authorized District Representative. SECTION 5. Term. The Authority is and remains effective as of the date of this Agreement. It shall continue until dissolved in accordance with Section 15 of this Agreement. However, in no event shall the Authority be dissolved if its dissolution would conflict with or violate the terms or conditions of any Revenue Bonds or related documentation including, without limitation, indentures, resolutions, and letter of credit agreements. Moved (insertion) [1] Deleted: shall become Deleted: 13 Page 97 of 814Page 1293 of 1359 9 - SECTION 6. Powers. 6.1 The Authority is empowered to acquire, construct, finance, refinance, operate, regulate and maintain a Solid Waste Landfill, transfer station, MRF, composting, HHW, or Joint Facilities and Sole Use Facilities subject, however, to the conditions and restrictions contained in this Agreement. The Authority shall also have the power to plan, study and recommend proper solid waste management consistent with the Act and other legislation and, to the extent permitted by the Act and this Agreement, implement plans approved by the IWMA and the programs specified in the state approved and locally adopted SRREs, the HHWE, the NDFE, and the Countywide or Regional Siting Element for all or any portion of the area included within the IWMA Region. Notwithstanding any other provisions of this Agreement, the Authority shall not acquire, regulate, set fees for, or operate any solid waste landfills, recycling, or composting facilities owned or operated by Participating Agencies without the express written consent of such Participating Agency. 6.2 To the full extent permitted by applicable law, the Authority is authorized, in its own name, to do all acts necessary or convenient for the exercise of such powers that each Member could exercise separately including, without limitation, any and all of the following: a) to make and enter into contracts; b) to apply for and accept grants, advances and contributions; c) to contract for the services of engineers, attorneys, accountants, planners, consultants, fiscal agents and other persons and entities; d) to make plans and conduct studies; e) to acquire, improve, hold, lease and dispose of real and personal property of all types; f) to sue and be sued in its own name; g) to incur and discharge debts, liabilities and obligations; h) to establish rates, tolls, tipping fees, other fees, rentals and other charges in connection with the Authority’s facilities identified in Paragraph 6.1 herein, as well as any and all services and programs provided and/or implemented by the Authority; Deleted: 5 Deleted: a Deleted: Authority's boundary. Deleted: agreement Deleted: member jurisdictions Deleted: member(s). Deleted: , including contracts with any Member Deleted: Authority's Deleted: 5 Page 98 of 814Page 1294 of 1359 10 - i) to hire agents and employees; j) to exercise the power of eminent domain for the acquisition of real and personal property; k) to issue Revenue Bonds, grant or bond anticipation notes, or other governmental financing instruments, in accordance with all applicable laws for the purpose of raising funds to finance or refinance the acquisition, construction, improvement, renovation, repair, operation, regulation or maintenance of the facilities identified in Paragraph 6.1 herein or as otherwise deemed necessary or beneficial to the Authority; l) to sell or lease the facilities identified in Paragraph 6.1 herein; m) to loan the proceeds of Revenue Bonds to any person or entity to finance or refinance the acquisition, construction, improvement, renovation or repair of the facilities identified in Paragraph 6.1 herein; n) to provide that the holders of Revenue Bonds, whether directly or through a representative such as an indenture trustee, be third party beneficiaries of any of the obligations of any Member to the Authority and to covenant with the holders of any Revenue Bonds on behalf of any such Member to perform such obligations and comply with any agreements that Member may have with the Authority; o) to prepare and implement plans and programs as deemed necessary and/or beneficial to the Authority in carrying out the purposes of this Agreement; p) to provide public education, outreach, and marketing activities in support of diversion and edible food recovery programs; q) to enter into memorandums of understanding with other regional agencies, cities, counties, and special districts; Deleted: Deleted: 5.1 herein Deleted: 5 Deleted: 5 Deleted: . Page 99 of 814Page 1295 of 1359 11 - r) to adopt, as authorized by California law, ordinances as are necessary to ensure and oversee compliance with any and all current and future state-mandated legislation and programs related to solid waste, recycling, and waste diversion; s) to act as the delegate, on behalf of the Participating Agencies, for the responsibilities of compliance, monitoring, reporting, and education of all state-mandated legislation, including, but not limited to the Integrated Waste Management Act, Assembly Bill 341, Assembly Bill 1826, and Senate Bill 1383. 6.3 Such powers shall be exercised subject only to the limitations set forth in this Agreement, applicable law, and such restrictions upon the manner of exercising such powers as are imposed by law in the exercise of similar powers. The Authority hereby designates the City of San Luis Obispo as the Member required to be designated by Section 6509 of the California Government Code. Should the Participating Agencies desire to designate an alternative agency for the purposes of Section 6509, such new designation may be changed by resolution of the Participating Agencies without need for an amendment to this Agreement. 6.4 This Agreement shall not limit the ability of the Participating Agencies to plan, administer, implement, and otherwise conduct waste management and other related local programs as deemed appropriate by the agency and consistent with the purpose and intent of this Agreement. SECTION 7. Expressed Limitation of Powers. The Authority’s power to adopt, impose, implement, and/or comply with regulations and ordinances is expressly limited to state-mandated legislation and regulations related to solid waste, recycling, organic waste, and waste diversion. The Authority shall establish a budget policy requiring Board consideration of the minimum work required to comply with state mandates and regulations in the most demonstrably cost-effective way possible. Said policy shall not preclude other requirements such as Board consideration of the equitable distribution of services throughout the IWMA Region and program enhancements that are funded by grant Deleted: upon the Members Deleted: In no event shall the Authority be authorized to exercise any power not expressly authorized. Deleted: County Page 100 of 814Page 1296 of 1359 12 - revenues and/or reimbursements from Participating Agencies. Additionally, the IWMA shall establish a purchasing policy with a similar provision when preparing scopes of work for consultants and independent contractors who are engaged in implementing the Authority’s projects and programs. Notwithstanding the foregoing, all existing IWMA ordinances, rules, and regulations, whether or not mandated by the state, shall remain in full force and effect and not subject to this limitation of power unless otherwise determined by the Board. SECTION 8. Boundaries. The boundaries of the Authority shall be the boundaries of the Cities and the Authorized Districts identified herein as the IWMA Region. In the event a Participating Agency withdraws from the Authority, the boundaries shall be modified to exclude the area of the withdrawing agency. In the event a qualified city or district joins the Authority, the boundaries shall be modified to include the area of the joining Participating Agency. Section 8 shall not prevent the Authority’s use and/or operation of facilities outside of its boundaries within the County of San Luis Obispo. SECTION 9. Organization. 9.1 The Board. The Authority shall be governed by the Board, which shall exercise or oversee the exercise of all powers and authority on behalf of the Authority. 9.2 Participating Agencies. a) Cities. City membership in the Authority shall be voluntary, but only the cities incorporated in the County of San Luis Obispo presently or in the future, are declared eligible for membership in the Authority as a regional agency. City representatives to the Authority shall consist of one (1) member from the governing body of each incorporated City within the boundaries of the County of San Luis Obispo which is a party to this Agreement. The Cities may elect to have an alternate member(s) in addition to any official member, but Moved (insertion) [2] Deleted: <#>If and to the extent the Authority exercises a power granted to it under this Agreement and the exercise of a like power by one or more Members within its or their boundaries would be inconsistent with or likely to interfere with the exercise of that power by the Authority, that Member or those Members shall not exercise that power; provided, however, that nothing in this Agreement shall limit a Member's right or that of any commission, agency or other body or authority of any Member to adopt, amend or implement zoning, building, land use or safety ordinances, laws or regulations with respect to real estate located within its boundaries upon which a facility identified in Paragraph 5.1 and paragraph 52 (j) is or will be located.¶ Moved up [1]: <#>¶ SECTION Deleted: <#>6. Moved up [2]: <#>Boundaries.¶ Deleted: <#>The boundaries of the Authority shall be the boundaries of San Luis Obispo County. In the event a member… Deleted: <#>member. Section 6 shall not prevent any facility identified in Paragraph 5.1 herein from being located outside the boundary of the Authority. Deleted: 7 Deleted: Membership Deleted: Membership Deleted: County of San Luis Obispo and all Deleted: Page 101 of 814Page 1297 of 1359 13 - said alternate shall be an elected or appointed official and shall be able to vote only in the absence of the official representative. b) Authorized Districts. The Authorized Districts shall be collectively represented on the Board by one (1) representative and one (1) alternate elected or appointed by and among themselves. The Authorized District Representative shall have all rights, power, and authority granted to a City representative. The Authorized District alternate shall be elected or appointed officials and entitled to vote only in the absence of the official Authorized District Representative. c) Representatives of the shall be appointed to serve on the Board in accordance with procedures established by each of the governing bodies of their respective agencies, except that the Authorized District Representative and alternate shall be elected or appointed pursuant to Section 4. Representatives shall serve so long as they hold office with their member agency, until they shall resign or are removed by a majority vote of their member agency, or pursuant to a set term established by their member agency. Vacancies among representatives or alternates shall be filled in the same manner as the first appointment. d) Designation of the official representative or alternate(s), or changes thereto, shall be transmitted in writing to the Executive Director of the Authority by the appointing agency. e) In addition to the incorporated Cities and Authorized Districts presently a party to this Agreement, any other city or qualified special district which may desire to participate in the activities Deleted: COUNTY and CITIES Deleted: the member Deleted: . Representatives to the Authority shall consist of the five members of Deleted: Board of Supervisors of the County of San Luis Obispo and of one additional member from the governing body of each incorporated city within the boundaries of the County of San Luis Obispo which is a party to this Agreement, with each incorporated area being limited Deleted: one representative. Deleted: or Deleted: be Deleted: . Deleted: <#>Member agencies may elect to have an alternate member(s) in addition to any official member, but said alternate shall be an elected official and shall be able to vote only in the absence of the official representative.¶ Deleted: <#> Deleted: <#>Manager Deleted: cities Deleted: which may hereafter be incorporated within the boundaries of the County of San Luis Obispo and… Page 102 of 814Page 1298 of 1359 14 - of the Authority may do so by executing this Agreement without prior approval or ratification of the named parties to this Agreement and shall thereafter be governed by all the terms and provisions of this Agreement as of the date of execution. f) Membership and/or participation of any Participating Agency shall be contingent upon the execution of this Second Amended and Restated Joint Powers Agreement, as same may be further amended from time to time, with no requirement to execute the Original JPA or any prior amendments thereto. 9.3 Principal Office. The principal office of the Authority shall be located at 870 Osos Street, San Luis Obispo, CA 93401. The Board may change that principal office upon giving at least 15 days' notice to each Participating Agency and to CalRecycle. 9.4 Officers. a) The officers of the Board shall consist of a President and Vice President elected for a term of one year by a majority vote of the Board b) Both the President and Vice President of the Board shall be elected at the last meeting preceding July of each year. c) The officers shall serve until their successors are elected. d) The duties of the officers shall be as follows: 1) President a) Shall preside over all meetings of the Board. b) Shall appoint all ad hoc committees subject to ratification by the Board. c) Shall be an ex-officio member of all committees. Deleted: of Deleted: and subsequent annual ratification Deleted: established by the Board within the boundary of the Authority.… Deleted: Member and to the California Integrated Waste Management Board… Deleted: - Deleted: member agency representatives to the Authority… Deleted: - Deleted: said Deleted: as Chairman Deleted: <#>Shall exercise general supervision over all activities of said Authority.¶ Page 103 of 814Page 1299 of 1359 15 - d) Shall execute all contracts and legal documents on behalf of the Authority except those that have been delegated to the Executive Director through purchasing policies or other actions of the Board of Directors. 2) Vice President a) Shall serve as President pro-tem in the absence of the President. b) Shall give whatever aid necessary to the President. c) Shall be an ex-officio member of all committees. d) In the event of a vacancy occurring in the office of either the President or Vice President upon said officer's death, resignation, removal or his/her ceasing to be an official representative of a member agency, such vacancy will be filled by majority vote of the Board, the officer elected to serve for the balance of the unexpired term. 9.5 Executive Director. The Board shall employ or contract for the services of a general manager (the “Executive Director”) who shall be the chief administrative officer of the Authority. The Authority shall select a qualified Executive Director using professional personnel standards and an open competitive process. The Executive Director shall plan, organize and direct the administration and operations of the Authority, either directly or by means of delegation to IWMA staff, shall advise the Board on policy matters, shall recommend an administrative structure to the Board, shall hire and discharge administrative staff, shall develop and recommend budgets, shall reply to communications on behalf of the Authority, shall approve payments of amounts duly authorized by the Board, shall implement Board policy, shall Deleted: - Deleted: Chairman Deleted: in administering of the Authority Deleted: - Deleted: Authority Deleted: ¶ Manager. Deleted: Manager Deleted: manager Deleted: Manager Page 104 of 814Page 1300 of 1359 16 - carry out such other duties that may be assigned to the Executive Director by the Board from time to time, and shall attend meetings of the Board and committees as directed. 9.6 Committees. a) Committees, subcommittees, and advisory committees may be established as the Board may deem appropriate. b) Membership on “ad-hoc” policy committees shall be at the discretion of the President, subject to ratification by the Board, and consisting of less than a quorum of the Board. Nothing herein shall be construed to limit membership on these aforesaid committees to officials of the member agencies. The President may appoint any individual deemed qualified to serve on a committee. c) Standing Committees shall include an Executive Committee and other committees as established by the Board. The composition and bylaws of the standing committees shall be established by the Board by resolution. All Standing Committee meetings shall be held subject to the provisions of the Ralph M. Brown Act (Sections 54950 et seq. of the California Government Code) and other applicable laws of the State of California. SECTION 10. Meetings of the Board. 10.1 Notice of Meetings. All meetings of the Board shall be held subject to the provisions of the Ralph M. Brown Act (Sections 54950 et seq. of the California Government Code) and other applicable laws of the State of California. 10.2 Regular Meetings. The Board shall hold at least four regular meetings each year. The date upon which, and the hour and place at which, each regular meeting shall be fixed by resolution of the Board. Deleted: Manager Deleted: and Deleted: a Solid Waste Technical Advisory Committee.… Deleted: 8 Deleted: held shall be Page 105 of 814Page 1301 of 1359 17 - 10.3 Special Meetings. Special meetings of the Board may be called in accordance with the provisions of the California Government Code. 10.4 Notice of Meetings. All meetings of the Board shall be held subject to the provisions of the Ralph M. Brown Act (Sections 54950 et seq. of the California Government Code) and other applicable laws of the State of California. 10.5 Minutes. The Executive Director shall cause minutes of all meetings of the Board and any standing committees of the Board to be kept and shall, after each meeting and approval of the Board, cause a copy of the minutes to be forwarded to each Participating Agency. 10.6 Quorum and Voting. For purposes of conducting business, there shall be present a quorum consisting of a majority of the Board. Each director shall have one vote. No action shall be effective without the affirmative votes of a majority of those present. The Board shall adopt such procedures as are consistent with this Agreement and applicable law and are necessary or helpful in conducting the business of the Authority in an orderly manner. 10.7 Budget. The Cities and the County have entered into a Memorandum of Agreement among the County of San Luis Obispo and the Cities of Arroyo Grande, Atascadero, El Paso de Robles, Grover Beach, Morro Bay, Pismo Beach, and San Luis Obispo for the Establishment and Payment of Landfill Tipping Fee Surcharges To Support The San Luis Obispo Integrated Waste Management Authority (the “MOA”). Pursuant to the MOA, those members of the Authority having jurisdiction over such matters have agreed to establish tipping fee surcharges (the “Tipping Fee Surcharges”) which shall be paid into a Solid Waste Authority— Trust Fund (as defined in the MOA) for the purposes therein. a) A line item and program budget for the Authority's operations shall be adopted by the Board for the ensuing Fiscal Year prior to June 30 of each year. All costs incurred by the Authority shall be set forth in the budget and shall be paid out of the solid waste fund derived from tipping fee surcharges and other sources as approved by the Board. Deleted: Section 54956 of Deleted: California Deleted: Manager Deleted: member Deleted: voting Deleted: representatives, including one COUNTY representative. Each representative Deleted: However, eight (8) affirmative votes shall be required for taking any action in the event any Member demands such a vote. … Deleted: representatives to the Authority Deleted: to conduct Deleted: , Deleted: Authority Page 106 of 814Page 1302 of 1359 18 - The line item and program budget shall be submitted in draft form to all Participating Agencies for review and comment prior to adoption. The line item and program budget shall include sufficient detail to constitute an operating guideline, the anticipated sources of funds, and the anticipated expenditures to be made for the operations of the Authority and the administration, maintenance and operating costs of the facilities identified in Paragraph 6.1 herein. Any budget for Sole Use Facilities shall be maintained separately. Approval of the line item and program budget by the Board shall constitute authority for the Executive Director to expend funds for the purposes outlined in the approved budget, subject to the availability of funds. b) A budget for the acquisition, construction, or operation of facilities, or for contracting for the acquisition, construction, or operation of facilities, identified in Paragraph 6.1 herein shall be adopted by the Board before the Authority commits any acquisition or construction funds or contracts. It may be amended if and when determined by the Board. Approval of the budget(s) for the facilities identified in Paragraph 6.1 herein shall constitute authority for the Executive Director or any trustee or other fiduciary appointed by the Authority) to receive state or federal grant funds and proceeds of Revenue Bonds and to expend funds for the acquisition, construction, or operation of the facilities identified in Paragraph 6.1 herein. Deleted: member agencies Deleted: 5 Deleted: Manager Deleted: but Deleted: 5 Deleted: budgets Deleted: 5 Deleted: Manager Deleted: 5 Page 107 of 814Page 1303 of 1359 19 - c) A budget(s) governing the acquisition, construction, or operation of Sole Use Facilities may be adopted by the affected Participating Agency or Agencies. When such budgets are adopted by affected parties, appropriate accounts shall be established by the Authority and designated as such participant or participant’s fund. Disbursement of such funds by the Authority shall be made only upon receipt of written authorization from the designated finance officer of the affected Participating Agency or Agencies. Receipts and disbursements for the acquisition or construction of Sole Use Facilities may also be made directly by the affected Participating Agency or Agencies, in which case such budgets shall not be a part of the budget of the Authority. 10.8 Rules of Procedure. The Board shall from time to time, establish written rules and procedures for the conduct of their meetings. SECTION 11. Joint Operating Fund and Contributions. The Authority shall have the power to establish a joint operating fund. The fund shall be used to pay all administrative, operating, and other expenses incurred by the Authority. Funding shall be on an enterprise basis or as determined by the Board. All monies in the joint operating fund shall be paid out by the Auditor-Controller / Treasurer for the purposes for which the fund was created upon authorization by the President of the Board and approval by the Executive Director of demands for payment, or as otherwise authorized by resolution of the Board filed with the Auditor-Controller / Treasurer. No Participating Agency shall be obligated to make any contributions of funds to the Authority for facilities to be established in accordance with Section 6.1 or pay any other amounts on behalf of the Authority, other than as required by this Section 11, without that Participating Agency’s consent evidenced by a written instrument signed by a duly authorized representative of that Participating Agency. The Authority shall contract with Deleted: Member Deleted: Members Deleted: members Deleted: Member's Deleted: Members' Deleted: Member Deleted: Members Deleted: Member Deleted: Members Deleted: Deleted: 9 Deleted: member agencies. Deleted: Controller and Manager Deleted: Member Deleted: 5 Deleted: 9 Deleted: Member's Deleted: Member.¶ Page 108 of 814Page 1304 of 1359 20 - an independent certified professional accountant to conduct annual fiscal audits as required by applicable statute or legislation and report the results of such audit to the Board. 11.1 Auditor-Controller / Treasurer. The Auditor-Controller / Treasurer of San Luis Obispo County shall be the Auditor-Controller / Treasurer of the Authority. The Auditor- Controller / Treasurer shall preform all responsibilities and obligations as provided in Government Code section 6505.5. To the extent a conflict exists between this Section 11 and the Government Code, the Government Code shall control. 11.2 Notwithstanding Sections 11.1 above, designation of the Auditor- Controller / Treasurer may be changed from time to time by resolution of the Board without necessitating amendment to this Agreement. SECTION 12. Records and Accounts. This Section and Section 11 are intended to ensure strict accountability of all funds of the Authority and to provide accurate reporting of receipts and disbursements of such funds. The Authority shall maintain accurate and correct books of account, showing in detail the costs and expenses of any service or acquisition and construction and the maintenance, operation, regulation and administration of any service or Joint Facilities or Sole Use Facilities, and all financial transactions of the Participating Agencies relating to any service or Joint Facilities or Sole Use Facilities. Books and records shall be established and maintained in accordance with generally accepted accounting principles promulgated by the California State Controller's Office and the Governmental Accounting Standards Board. The books of account shall correctly show any receipts and any costs, expenses, or charges to be paid by all or any of the Participating Agencies. The books of account shall be open to inspection at all times by a representative or agent of any of the Participating Agencies. In addition, if required by any resolution authorizing the issuance of Revenue Bonds, the Authority shall maintain appropriate books, records, accounts and files relating to each project as required by such resolution which shall be open to inspection by holders of Revenue Bonds if and to the extent, and in the manner, provided in the resolution. Deleted: the Public Utilities Code Section 99245 Deleted: :¶ Receive and receipt Deleted: money of Deleted: Authority Deleted: place it in Deleted: Treasury of San Luis Obispo County to Deleted: credit of the Authority Deleted: Be responsible for Deleted: safekeeping and disbursement of all Authority money held by him/her. Pay any sums due from the Authority, from Authority funds held by him/her or any portion thereof, upon warrants of the Controller designated herein. ¶ Invest funds.¶ The Authority shall reimburse the Treasurer for the actual cost of services rendered.¶ Controller. The Deleted: of the County of San Luis Obispo shall Deleted: the Controller for the Authority. The Controller shall:¶ Draw warrants Deleted: pay demands against the Authority when the demands have been approved by the Authority … Deleted: and/or the Manager. He/She shall be responsible on his/her official bond for his/her approval of the disbursement of Authority money.¶ Keep and maintain records and books of accounts including keeping separate sub accounts of tipping fee surcharges and other revenues deposited into the Solid Waste Authority Trust Fund and ... Deleted: a certified public accountant or public ... Deleted: <#>Verify and report in writing as soon ... Deleted: 10 Deleted: 9 Deleted: insure Deleted: joint use Deleted: sole use facility Deleted: Members Deleted: joint use Deleted: sole use facility Deleted: Members Deleted: Members. Page 109 of 814Page 1305 of 1359 21 - SECTION 13. Rates and Fees. The Authority shall be funded by a combination of rates, fees, and other funding mechanisms as allowed by applicable authority. Use of revenue from rates and fees shall not be restricted based upon the funding mechanism. The Authority shall establish and regulate rates and/or tipping fees at facilities within the County of San Luis Obispo, such as landfills or other collection sites, for (1) the operation, acquisition, construction, repair, and maintenance of new and existing facilities; (2) the implementation of state legislation and regulations; (3) the operation of programs, education, outreach, monitoring and enforcement efforts; and (4) the preparation, adoption, and implementation a regional management plan. The Authority may impose fees in amounts sufficient for (1) the implementation of state legislation and supporting programs; (2) education outreach, monitoring, reporting and compliance efforts; (3) the preparation, adoption, and implementation of a regional management plan; and (4) any other purposes as provided for by this Agreement. Revenue generation may include fees imposed on “Haulers” (defined as companies with an agreement with a governmental entity for the collection of solid waste, recyclables, or green waste in San Luis Obispo County), assessments, or any other funding mechanism as allowed by applicable authority. Rates and fees shall be set or modified by resolution only. Prior to the Authority increasing rates or fees, or imposing new rates or fees, the Authority shall provide the Participating Agencies with all necessary facts, data, information and analyses related to justification and/or explanation of the proposed rates and fees that meet all applicable legal requirements to support their adoption. The Authority shall coordinate with the Participating Agency managers in this regard to ensure the facts, data, information and analyses provided by the Authority is adequate to enable the Participating Agencies to implement the Authority’s proposed rates and fees through the Proposition 218 process, if deemed applicable to a Participating Agency by that Agency; however, determinations regarding the application of Proposition 218 to any proposed increased rate or fee shall be made solely by each Participating Agency with no Authority representations of any kind. Deleted: 11 Deleted: to be charged Deleted: the new Deleted: identified in Paragraph 5.1 herein in amounts sufficient to discharge all indebtedness and liabilities relating to agencies under contract to provide efficient operation of facilities, Deleted: and Deleted: of facilities (including, without limitation, any Revenue Bonds issued in connection therewith), and to accommodate the planning and Deleted: activities required by the Act. Page 110 of 814Page 1306 of 1359 22 - The Authority shall establish a rate and/or fee setting policy which shall govern the obligations of the Authority to its Participating Agencies in the implementation of any new or increased rates or fees. SECTION 14. Failure to Meet Waste Stream Requirements. The Authority shall be entitled to cause the waste streams of each Participating Agency to be monitored, pursuant to procedures approved by the Board, in order to determine whether state waste diversion requirements are being met. If the waste stream diversion of any Participating Agency fails to meet any such requirements, including but not limited to taking all actions necessary to comply with state mandates, that Participating Agency shall be solely responsible for any and all resulting liabilities, damages, fines, criminal and civil sanctions, and costs and expenses. That Participating Agency shall also indemnify and hold the Authority and the other Participating Agencies harmless from and against any and all liabilities, damages, fines, sanctions, costs and expenses that are incurred as a result of the violation or a claimed violation including, without limitation, all fees and costs of legal counsel. If two or more Participating Agencies are responsible for a failure to meet any such requirements or are claimed to have violated any such requirements, the Participating Agencies responsible for the violations or which are the subject of such claims shall be responsible to, and shall indemnify, the Authority and the other Participating Agencies in proportion to their relative responsibility for the violations or claimed violations. Upon notification of any such violation or claim, the Participating Agency or Agencies shall take such prompt, corrective action as is necessary to meet the requirements. Nothing in this Section shall preclude one or more Participating Agencies or the Authority from imposing or establishing additional incentives to meet waste diversion requirements. Deleted: 12 Deleted: Member Deleted: Member Deleted: Member Deleted: Member Deleted: Members Deleted: Members Deleted: Members Deleted: Members Deleted: Member Deleted: Members Deleted: Members Page 111 of 814Page 1307 of 1359 23 - SECTION 15. Withdrawal and Dissolution. 15.1 The parties to this Agreement pledge full cooperation and agree to assign representatives to serve as official appointed representatives of the Authority or any committee or subcommittee thereof who shall act for and on behalf of their Participating Agency in any or all matters which shall come before the Authority, subject to any necessary approval of their acts by the governing bodies of the Participating Agencies. 15.2 Any party to this Agreement may withdraw from the Authority, upon providing six (6) months’ prior written notice, and terminate its participation in this Agreement by resolution of its governing body. The withdrawal of the Participating Agency shall have no effect on the continuance of this Agreement among the remaining Participating Agencies, and the Agreement shall remain in full force and effect with respect to the remaining Participating Agencies. No withdrawal shall become effective until six (6) months after receipt of the written notice by the Authority. 15.3 A Participating Agency which has withdrawn from the Authority shall not be liable for the payment of further contributions falling due beyond the date of withdrawal and shall have no right to reimbursement of any monies previously paid to the Authority. The Authority may authorize a reimbursement if in its judgment such reimbursement is fair and equitable and can be done without jeopardy to the operation of the Authority. If any Participating Agency fails to pay a required contribution, as determined by the Board, that Participating Agency shall be provided with a sixty (60) day written notice and an opportunity to cure. If the Board determines that the Participating Agency has failed to cure or negotiate a cure within sixty (60) days following delivery of the written notice shall be deemed a voluntary withdrawal from the Authority. 15.4 The Authority may be dissolved at any time and this Agreement terminated by a joint agreement duly-approved and executed by a majority of the Members which are parties hereto. Said termination agreement shall provide for the orderly payment of all outstanding debts and obligations and for the return of any surplus funds of the Authority in proportion to the contributions made by the Participating Agencies. In the event the Authority is dissolved, the individual Participating Agencies shall be responsible for complying with the Deleted: 13 Deleted: member Deleted: city or county Deleted: CITIES and COUNTY Deleted: with 30 days Deleted: member Deleted: members Deleted: members. Deleted: 30 days Deleted: member Deleted: ¶ Deleted: party hereto Deleted: its Deleted: Authority, said entity Deleted: Deleted: to have voluntarily withdrawn Deleted: COUNTY and CITIES Deleted: Agreement Deleted: . Deleted: abolished Deleted: member agencies Page 112 of 814Page 1308 of 1359 24 - requirements of the Act as included in the approved SRREs, HHWE, NDFE, Countywide or Regional Siting Element and Integrated Waste Management Plan in addition to compliance with all waste management related legislation. SECTION 16. Amendments Including Termination. This Agreement may only be amended or terminated by a written instrument executed by a majority of the Members and meeting the requirements imposed by the terms or conditions of all Revenue Bonds and related documentation including, without limitation, indentures, resolutions, and letter of credit agreements. Notwithstanding the foregoing, no amendment or termination shall require any Participating Agency to contribute any funds to the Authority or become directly or contingently liable for any debts, liabilities or obligations of the Authority without the consent of that agency evidenced in a written instrument signed by a duly authorized representative of that Participating Agency. SECTION 17. Filing with the Secretary of State. The Secretary shall file all required notices with the Secretary of State in accordance with California Government Code sections 6503.5 and 53051 SECTION 18. Notices. All notices which any Participating Agency of the Authority may wish to give in connection with this Agreement shall be in writing and shall be served by personal delivery, by electronic mail, or by US mail addressed to the Participating Agency, or Participating Agencies, or the Authority at its principal office, or to such other address as the Authority or Participating Agency or Participating Agencies may designate from time to time by written notice given in the manner specified in this Section. Service of notice pursuant to this Section shall be deemed complete on the day of service by personal delivery (but 24 hours after such delivery in the case of notices of special meetings of the Board), two days after mailing if deposited in the United States mail, or in 24 hours if provided by electronic mail. Deleted: 14 Deleted: all Deleted: Member Deleted: Member Deleted: Member Deleted: 15 Deleted: Sections Deleted: Deleted: 16 Deleted: Member or Deleted: during usual business hours at the principal office of the Member or Authority, to an officer or person apparently in charge of that office, or Deleted: depositing the same in the United States Deleted: postage prepaid, and Deleted: Member or Deleted: Member Deleted: ) or Deleted: day Page 113 of 814Page 1309 of 1359 25 - SECTION 19. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the permitted successors and assigns of the Participating Agencies. However, no Participating Agency shall assign any of its rights under this Agreement except to a duly formed public entity organized and existing under the laws of the State of California approved by a majority of the voting Directors who do not represent the assigning Participating Agency. No assignment shall be effective unless and until the Authority, the Participating Agencies, and the proposed assignee comply with all then applicable requirements of law relating to changes in the composition of entities such as the Authority if and when they have Revenue Bonds outstanding and with the terms and conditions of all Revenue Bonds and related documentation including, without limitation, indentures, resolutions and letter of credit agreements. SECTION 20. Severability Should any part, term, sentence, or provision of this Agreement be decided by a final judgment of a court or arbitrator to be illegal or in conflict with any law of the State of California or otherwise be unenforceable or ineffectual, the validity of its remaining parts, terms, sentences, and provisions shall not be affected and the Participating Agencies represent that they would have adopted this Agreement even without the ineffectual or non-valid provision(s). SECTION 21. Section Headings. All section headings contained in this Agreement are for convenience and reference. They are not intended to define or limit the scope of any provision of this Agreement. SECTION 22. Effective Date. This Agreement shall take effect upon its execution by all Members, pursuant to resolutions of such governing bodies authorizing such execution and shall remain in full force and effect until dissolved pursuant to the provisions herein. This Agreement may be executed in counterparts which together shall constitute a single agreement. Deleted: 17 Deleted: Members. Deleted: Member Deleted: Voting Deleted: Member. Deleted: Members Deleted: 18 Deleted: . Deleted: 19 Deleted: 20 Deleted: the chairman or mayor and clerks of the governing bodies of the County of San Luis Obispo and at least four (4) cities Deleted: eight (8) Page 114 of 814Page 1310 of 1359 26 - IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first hereinabove written. CITY OF SAN LUIS OBISPO By: ___________________________ Date: ________________________ Erica A. Stewart, Mayor ATTEST By: ___________________________ Resolution No. _________ (2022 Series) Teresa Purrington, City Clerk APPROVED AS TO FOR AND LEGAL EFFECT By: ___________________________ Date: __________________________ J. Christine Dietrick, City Attorney Page 115 of 814Page 1311 of 1359 1 - PARTICIPATING AGENCIES CITIES Arroyo Grande Atascadero El Paso de Robles Grover Beach Morro Bay Pismo Beach San Luis Obispo AUTHORIZED DISTRICTS Avila Beach CSD California Valley CSD Cambria CSD Cayucos Sanitary District Ground Squirrel Hollow CSD Heritage Ranch CSD Los Osos CSD Nipomo CSD Oceano CSD San Miguel CSD San Simeon CSD Templeton CSD Page 116 of 814Page 1312 of 1359 Page 117 of 814Page 1313 of 1359 Page 118 of 814Page 1314 of 1359 Page 119 of 814Page 1315 of 1359 Page 120 of 814Page 1316 of 1359 1 SECOND AMENDMENT TO THE SAN LUIS OBISPO COUNTY INTEGRATED WASTE MANAGEMENT AUTHORITY IWMA") JOINT POWERS AGREEMENT This Second Amendment to the Joint Powers Agreement ("Second Amendment") dated October 13, 2021, is made by and between the incorporated cities of Arroyo Grande, Atascadero, El Paso de Robles, Grover Beach, Morro Bay, Pismo Beach, and San Luis Obispo, hereinafter called "Cities," and the County of San Luis Obispo, hereinafter called "County." RECITALS WHEREAS, on May 10, 1994, an agreement was executed by and between the Cities and the County forming a joint powers authority pursuant to the provisions of the Joint Exercise of Powers Act (Government Code sections 6500 et seq.), for the purposes of facilitating the development of waste diversion programs and projects and of providing economies of scale on a regional basis (hereinafter referred to as the "JPA Agreement"); and WHEREAS, in or around 2001, a memorandum of agreement ("MOA") was executed by and between the Cities, the County, and certain special districts within the County ("Authorized Districts") (collectively "parties") amending the JPA Agreement to include the Authorized Districts for representation on the IWMA Board ("First Amendment to the JPA Agreement"); and WHEREAS, Section 7.2 (b) of the JPA Agreement provides that "[r]epresentatives to the Authority shall consist of the five members of the Board of Supervisors of the County of San Luis Obispo and of one additional member from the governing body of each incorporated city within the boundaries of the County of San Luis Obispo which is a party to this Agreement . . ."; and WHEREAS, Section 8.5 of the JPA Agreement provides that to establish a quorum of the IWMA Board, there must be present a majority of representatives, "including one COUNTY representative"; and WHEREAS, on September 14, 2021, the County Board of Supervisors voted to withdraw from the IWMA with an effective date of November 15, 2021; and WHEREAS, to facilitate the continued operation of the IWMA Board of Directors without the County as a member jurisdiction, this Second Amendment to the JPA Agreement is necessary to (1) revise the representative members of the IWMA Board of Directors to eliminate the participation of the County Board of Supervisors; and (2) eliminate the requirement that a County representative is required to establish a quorum of the IWMA Board. Page 121 of 814Page 1317 of 1359 2 NOW, THEREFORE, IT IS AGREED AS FOLLOWS: 1. Section 5.3 of the JPA Agreement is amended and restated as follows: Such powers shall be exercised subject only to the limitations set forth in this Agreement, applicable law and such restrictions upon the manner of exercising such powers as are imposed by law upon the Members in the exercise of similar powers. In no event shall the Authority be authorized to exercise any power not expressly authorized. The Authority hereby designates the City of San Luis Obispo as the Member required to be designated by Section 6509 of the California Government Code. 2. Section 7.2 (b) of the JPA Agreement is amended and restated as follows: Representatives of the CITIES shall be appointed to serve on the Board in accordance with procedures established by each of the governing bodies of the member agencies. Representatives to the Authority shall consist of one member from the governing body of each incorporated city, within the boundaries of the County of San Luis Obispo, which is a party to this Agreement, with each incorporated area being limited to one representative. Representatives shall serve so long as they hold office with their member agency or until they shall resign or be removed by a majority vote of their member agency. Vacancies among representatives shall be filled in the same manner as the first appointment. 3. Section 8.5 of the JPA Agreement is amended and restated as follows: 8.5 Quorum and voting. For purposes of conducting business, there shall be present a quorum consisting of a majority of representatives. Each representative shall have one vote. No action shall be effective without the affirmative votes of a majority of those present. The representatives to the Authority shall adopt such procedures as are consistent with this Agreement and necessary to conduct the business of the Authority in an orderly manner. 4. All other terms and conditions of the JPA Agreement will remain in full force and effect. 5. Effective Date. This Second Amendment shall become effective upon the adoption and execution of all member agencies and the formal exit of the County of San Luis Obispo from the IWMA. IN WITNESS WHEREOF, the parties have each caused this Second Amendment to the JPA to be executed by their duly authorized representative effective upon the execution by all member agencies. Page 122 of 814Page 1318 of 1359 CITY OF SAN LUIS OBISPO By: _________________________ Date: _______________________ Erica A. Stewart, Mayor By: _________________________ Resolution No. 11283 (2021 Series) Teresa Purrington, City Clerk APPROVED AS TO FORM AND LEGAL EFFECT: By: __________________________ Date: ________________________ J. Christine Dietrick, City Attorney Page 123 of 814Page 1319 of 1359 Page 124 of 814Page 1320 of 1359 1 FIRST AMENDMENT TO THE MEMORANDUM OF AGREEMENT BETWEEN THE MEMBER JURISDICTIONS OF THE SAN LUIS OBISPO COUNTY INTEGRATED WASTE MANAGEMENT AUTHORITY AND THE AUTHORIZED DISTRICTS This First Amendment to the Memorandum of Agreement ("First Amendment to the MOA") is executed on the date below stated, by and between the Member Jurisdictions of the San Luis Obispo County Integrated Waste Management Authority (the County of San Luis Obispo and the incorporated cities of Arroyo Grande, Atascadero, El Paso de Robles, Grover Beach, Morro Bay, Pismo Beach, and San Luis Obispo) and the special district parties to the Memorandum of Agreement ("MOA") (Avila Beach Community Services District, California Valley Community Services District, Cambria Community Services District, Cayucos Sanitary District, Ground Squirrel Hollow Community Services District, Heritage Ranch Community Services District, Los Osos Community Services District, Nipomo Community Services District, Oceana Community Services District, San Miguel Community Services District, San Simeon Community Services District, and Templeton Community Services District (hereinafter "Authorized Districts")). RECITALS WHEREAS, on May 10, 1994, an agreement was executed by and between the incorporated cities of San Luis Obispo County and the County of San Luis Obispo forming a joint powers authority pursuant to the provisions of the Joint Exercise of Powers Act Government Code sections 6500 et seq.), for the purpose of facilitating the development of waste diversion programs and projects that provide economies of scale without interfering with individual agencies' exercise of power within their own jurisdiction hereinafter referred to as the "JPA Agreement"); and WHEREAS, pursuant to the JPA Agreement, the power to perform the responsibilities of the joint powers authority was vested in the San Luis Obispo County Integrated Waste Management Authority Board of Directors ("IWMA Board"); and WHEREAS, in or around 2001, an MOA was executed by and between the incorporated cities, the County of San Luis Obispo, and the Authorized Districts amending the JPA Agreement to include the Authorized Districts for representation on the IWMA Board ("First Amendment to the JPA Agreement"); and WHEREAS, in or around October 13, 2021, the JPA Agreement was amended Second Amendment to the JPA Agreement") to reflect the County of San Luis Obispo's withdrawal from the IWMA (a true and correct copy of the Second Amendment to the JPA Agreement is attached hereto as Exhibit A); and Page 125 of 814Page 1321 of 1359 2 WHEREAS, by this First Amendment to the MOA, the parties hereto desire to acknowledge, accept, and agree to be bound by the terms and conditions of the Second Amendment to the JPA Agreement. NOW, THEREFORE, IT IS AGREED AS FOLLOWS: 1. The parties hereto desire to acknowledge, accept, and agree to be bound by the terms and conditions of the Second Amendment to the JPA Agreement. 2. All other terms and conditions of the MOA will remain in full force and effect. This First Amendment to the MOA may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all counterparts together shall constitute a single agreement. IN WITNESS WHEREOF, the parties have each caused this First Amendment to the MOA to be executed by their duly authorized representative effective upon the execution by all member agencies. Page 126 of 814Page 1322 of 1359 CITY OF SAN LUIS OBISPO By: _________________________ Date: _______________________ Erica A. Stewart, Mayor By: _________________________ Resolution No. 11283 (2021 Series) Teresa Purrington, City Clerk APPROVED AS TO FORM AND LEGAL EFFECT: By: __________________________ Date: ________________________ J. Christine Dietrick, City Attorney Page 127 of 814Page 1323 of 1359 1 SECOND AMENDMENT TO THE SAN LUIS OBISPO COUNTY INTEGRATED WASTE MANAGEMENT AUTHORITY IWMA") JOINT POWERS AGREEMENT This Second Amendment to the Joint Powers Agreement ("Second Amendment") dated October 13, 2021, is made by and between the incorporated cities of Arroyo Grande, Atascadero, El Paso de Robles, Grover Beach, Morro Bay, Pismo Beach, and San Luis Obispo, hereinafter called "Cities," and the County of San Luis Obispo, hereinafter called "County." RECITALS WHEREAS, on May 10, 1994, an agreement was executed by and between the Cities and the County forming a joint powers authority pursuant to the provisions of the Joint Exercise of Powers Act (Government Code sections 6500 et seq.), for the purposes of facilitating the development of waste diversion programs and projects and of providing economies of scale on a regional basis (hereinafter referred to as the "JPA Agreement"); and WHEREAS, in or around 2001, a memorandum of agreement ("MOA") was executed by and between the Cities, the County, and certain special districts within the County ("Authorized Districts") (collectively "parties") amending the JPA Agreement to include the Authorized Districts for representation on the IWMA Board ("First Amendment to the JPA Agreement"); and WHEREAS, Section 7.2 (b) of the JPA Agreement provides that "[r]epresentatives to the Authority shall consist of the five members of the Board of Supervisors of the County of San Luis Obispo and of one additional member from the governing body of each incorporated city within the boundaries of the County of San Luis Obispo which is a party to this Agreement . . ."; and WHEREAS, Section 8.5 of the JPA Agreement provides that to establish a quorum of the IWMA Board, there must be present a majority of representatives, "including one COUNTY representative"; and WHEREAS, on September 14, 2021, the County Board of Supervisors voted to withdraw from the IWMA with an effective date of November 15, 2021; and WHEREAS, to facilitate the continued operation of the IWMA Board of Directors without the County as a member jurisdiction, this Second Amendment to the JPA Agreement is necessary to (1) revise the representative members of the IWMA Board of Directors to eliminate the participation of the County Board of Supervisors; and (2) eliminate the requirement that a County representative is required to establish a quorum of the IWMA Board. KLELW Page 128 of 814Page 1324 of 1359 2 NOW, THEREFORE, IT IS AGREED AS FOLLOWS: 1. Section 5.3 of the JPA Agreement is amended and restated as follows: Such powers shall be exercised subject only to the limitations set forth in this Agreement, applicable law and such restrictions upon the manner of exercising such powers as are imposed by law upon the Members in the exercise of similar powers. In no event shall the Authority be authorized to exercise any power not expressly authorized. The Authority hereby designates the City of San Luis Obispo as the Member required to be designated by Section 6509 of the California Government Code. 2. Section 7.2 (b) of the JPA Agreement is amended and restated as follows: Representatives of the CITIES shall be appointed to serve on the Board in accordance with procedures established by each of the governing bodies of the member agencies. Representatives to the Authority shall consist of one member from the governing body of each incorporated city, within the boundaries of the County of San Luis Obispo, which is a party to this Agreement, with each incorporated area being limited to one representative. Representatives shall serve so long as they hold office with their member agency or until they shall resign or be removed by a majority vote of their member agency. Vacancies among representatives shall be filled in the same manner as the first appointment. 3. Section 8.5 of the JPA Agreement is amended and restated as follows: 8.5 Quorum and voting. For purposes of conducting business, there shall be present a quorum consisting of a majority of representatives. Each representative shall have one vote. No action shall be effective without the affirmative votes of a majority of those present. The representatives to the Authority shall adopt such procedures as are consistent with this Agreement and necessary to conduct the business of the Authority in an orderly manner. 4. All other terms and conditions of the JPA Agreement will remain in full force and effect. 5. Effective Date. This Second Amendment shall become effective upon the adoption and execution of all member agencies and the formal exit of the County of San Luis Obispo from the IWMA. IN WITNESS WHEREOF, the parties have each caused this Second Amendment to the JPA to be executed by their duly authorized representative effective upon the execution by all member agencies. Page 129 of 814Page 1325 of 1359 CITY OF SAN LUIS OBISPO By: _________________________ Date: _______________________ Erica A. Stewart, Mayor By: _________________________ Resolution No. 11283 (2021 Series) Teresa Purrington, City Clerk APPROVED AS TO FORM AND LEGAL EFFECT: By: __________________________ Date: ________________________ J. Christine Dietrick, City Attorney Page 130 of 814Page 1326 of 1359 COUNTY OF SAN LUIS OBISPO Department of Public Works John Diodati,Director County of San Luis Obispo Department of Public Works County Govt Center, Room 206 | San Luis Obispo, CA 93408 | (P) 805-781-5252 | (F) 805-781-1229 pwd@co.slo.ca.us | slocounty.ca.gov March 23, 2023 EMAIL ONLY San Luis Obispo County Integrated Waste Management Authority Attn: Peter Cron, Executive Director pcron@iwma.com Subject: Letter of Intent for the County of San Luis Obispo to Rejoin IWMA Dear Mr. Cron, On March 21, 2023, the County of San Luis Obispo (County) Board of Supervisors directed and authorized County staff to initiate discussions on the prospect of the County rejoining the IWMA. and explore the steps and process needed for the County to become a member of the IWMA. We would like to setup a meeting time at your earliest convenience. I can be reached at (805) 788-2832 or via email at jdiodati@co.slo.ca.us. Sincerely, JOHN DIODATI Director of Public Works c: Wade Horton, County Administrative Officer, email Rebecca Campbell, Assistant County Administrative Officer, email File: 755.500.10.01 L:\Solid Waste\2023\March\Letter of Intent_IWMA.docx.MB.sb Page 1327 of 1359 Page 1328 of 1359 To: San Luis Obispo City Council From: Jan Marx, President of the IWMA Via: Jordan Lane, Deputy Director of the IWMA Re: Item 6c, The County’s Request to Rejoin the IWMA Date: April 4, 2023 IWMA staff is happy to offer the following status update on the County’s request to rejoin the IWMA. BACKGROUND On March 23, 2023 the County Department of Public Works sent a “Letter of Intent for the County to Rejoin the IWMA” (attached). This was in response to the County of San Luis Obispo Board of Supervisors directing and authorizing staff to initiate discussions on the prospect of the County joining the IWMA. There are certain benefits and areas of concern that will need to be addressed as we move forward with this request. CONSIDERATIONS The rejoining of the County to the IWMA may yield the following benefits: • More efficient reporting and record keeping for compliance with CalRecycle requirements • Reduced record keeping and staff time in managing MOUs with the County for the following services: o HHW Services o Retail Take-Back o Electronic Waste Collection o Curbside Used Motor Oil • Continuity in messaging through public outreach and education • Potential savings to the rate payers through a scale of economics in providing services The rejoining of the County to the IWMA may yield the following challenges: • Configuration of the Board • Assurances of stability of membership While this is a relatively simplistic analysis of these items, the process will require our due diligence to ensure that the needs and interests of our member jurisdictions are well represented as we conduct this process. Our agency’s primary goal is that a rejoining of the County to the IWMA benefits all members. Best regards, Jordan Lane Deputy Director Page 1329 of 1359 Page 1330 of 1359