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HomeMy WebLinkAbout06/07/1994, C-1 - MEMORANDUM OF AGREEMENT INCLUDED IN THE JOINT POWERS AGREEMENT FOR FORMATION OF A REGIONAL INTEGRATED WASTE MANAGEMENT AUTHORITY IIIIUII"I�IIIII�II II�II,I city Of SA1 ! LUIS OBISPO June 7, 1994 MEETING DATE: �juu 6011111 uu COUNCIL AGENDA REPORT ITEM NUMBER: FROM: John Moss/qm PREPARED BY: Cyndi Butterfield Utilities Wector Solid Waste Coordinator SUBJECT: . Memorandum of Agreement included in the Joint Powers Agreement for formation of a regional Integrated Waste Management Authority CAO RECOMMENDATION: By motion, approve the terms of the Memorandum of Agreement (MOA) for inclusion in the Solid Waste Joint Powers Agreement and authorize the Mayor to sign the MOA. DISCUSSION Background On February 15, 1994 Council approved the terms of the Joint Powers Agreement (JPA) for formation of a regional Integrated Waste Management Authority and authorized the Mayor to sign the JPA baring significant changes to its final form. Since Council's last review of the JPA, some changes have been made. This report addresses those changes to the JPA and focuses on the proposed Memorandum of Agreement which is to be added to the JPA by reference. Changes to the JPA since Council's approval include minor clean up, strengthening of local control over locally owned facilities, and reference to the Memorandum of Agreement discussed below. Staff considers that these changes to the JPA are not significant in relation to Council's objectives. Therefore, unless Council determines otherwise, the JPA may be signed by the Mayor without further Council action based on the February 15 authorization. A copy of the final JPA with changes highlighted is available in the Council office for review. The Memorandum of Agreement for Regional Planning In 1990, all the cities and the County signed a Memorandum of Agreement (MOA) that provided for regional development of AB 939 mandated plans. The results of this planning process are regionally the integrated Source Reduction and Recycling Elements and Household Hazardous Waste Elements for all jurisdictions in the county. This MOA has provided the organization and funds for regional planning with a $3 per ton tipping fee collected on waste that has been "tipped" at landfills in the county. The solid waste Task Force and the Council of Governments agreed 1) that the use of these funds within this planning MOA would be limited to planning, 2) that implementation of regional programs would not begin until the new waste management Authority came on line, and 3) that funds generated above planning needs would continue to accumulate and be used for implementation under the Authority once formed. c- i-1 ��ih�i�►��IIIII���� ����N city of San LUIS OBISPO COUNCIL AGENDA REPORT Solid Waste MOA Page 2 Revision of the Memorandum of Agreement The attached revised MOA has been developed and approved by the COG. It is proposed as the best method for accomplishing the necessary functions which are listed below. It contains specific agreements relating to regional funding issues that are not addressed in the JPA which is more general in scope. The proposed MOA: Replaces the 1990 MOA which funded regional planning. Is the vehicle for transferring existing accumulated planning funds to the Authority (from COG) for implementation. Establishes a solid waste trust fund for the new Authority. Clarifies that funding for the Authority will come from landfill tipping fees and that the amount of these tipping fees will be set by member jurisdictions that have the authority to do so (Paso Robles and the County). CONCURRENCES Finance staff has reviewed the MOA and supports this method of addressing specific funding issues within the JPA. The City Attorney has also reviewed and approved of the document. FISCAL IMPACTS The transfer of money to the new Integrated Waste Management Authority is an essential step toward implementation of regional programs. There will be no change in the amount of tipping fee collected based on the recommended action. Attachments: Solid Waste MOA 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 COUNTY INTEGRATED WASTE MANAGEMENT AUTHORITY THIS MEMORANDUM OF AGREEMENT (hereinafter referred to as the "MOA" or the "Agreement") is made and entered into by and between the COUNTY of SAN LUIS OBISPO (hereinafter referred to as the "COUNTY") and the cities of ARROYO GRANDE, ATASCADERO, EL PASO DE ROBLES, GROVER BEACH, MORRO BAY, PISMO BEACH, AND SAN LUIS OBISPO (hereinafter collectively referred to as the "CITIES"). RECITALS WHEREAS, the California Legislature has enacted the Integrated Waste Management Act of 1989, commonly referred to as AB 939; and V4 RREAS, AB 939 and subsequent legislation mandates that an integrated waste management planning process . be established in order to achieve the State mandated diversion of landfilled materials by 25% by 1995, and 50% by the year 2000; and WHEREAS, the CITIES and COUNTY have prepared Source Reduction and Recycling Elements, Household Hazardous Waste Elements, and the related Environmental Impact Report outlining programs and facilities that may be implemented in order to reach or exceed the mandated goals; and WHEREAS, pursuant to the Joint Povwrs Agreement to Establish an Integrated Waste Management Authonty for the Cftfes and County of San Luis Obispo, California (the 'Joint Powers Agreement"), the CITIES and COUNTY have formed the San Luis Obispo County Integrated Waste Management Authority (hereinafter refered to as the "Authority") for the purpose of coordinating and implementing all or part of the various waste management programs and completing the State mandated Siting Element and Integrated Waste Management Plans; and WHEREAS, the County of San Luis Obispo and the City of El Paso de Robles establish rates, fees, and other surcharges at the existing solid waste disposal facilities under their respective jurisdictions; and MMAMOALAM t C -� -3 WHEREAS, in accordance with the Metnorandian of Agreement Among the County of San Luis Obispo and the CYnes of Arroyo Grande, Atascadero, Grover City, El Paso de Robles, Morro Bay, Pismo Bead:, and San Luis Obispo for Preparation of County and City Source Reduction and Recycling Elements, and the Cowrtywide Integrated Waste Management Plan dated October 3, 1990, the COUNTY and the City of El Paso de Robles have both established tipping fee surcharges (the "Surcharges") of $3.00 per ton at the landfill facilities within their jurisdictions to be used for the integrated waste planning efforts; and WHEREAS, the Surcharges collected and maintained in the AB 939 Trust Fund by the COUNTY Auditor/Controller, and the Surcharges collected and maintained by the City of II Paso de Robles, pursuant to the Memorandum referenced above have been limited to use by the San Luis Obispo Area Coordinating Council (now known as the San Luis Obispo Council of Governments) for planning purposes only; and W1riFRFAS, the CrM and COUNTY desire to utilize the monies remaining in the AB 939 Trust Fund, and to establish the payment of future funds that may be collected, for use by the Authority for administration, planning, and implementation of the desired programs in accordance with its Joint Powers Agreement; and WHEREAS, the Authority will require adequate and continued funding to support the Planning, programming, and implementation of various activities and the establishment and operation of facilities that may be necessary and appropriate in order to accomplish the goals and objectives of the Cr= and COUNTY in complying with the Integrated Waste Management Plan and other adopted plans and regulations; and WHEREAS, this agreement is intended to define, delineate, and provide for adequate and appropriate funding mechanisms in support of solid waste, recycling, composting, household hazardous waste, educational, market development and administrative activities of the Authority. NOW, THEREFORE, IT IS UNDERSTOOD AND MUTUALLY AGREE) AS FOLLOWS: 1. The purpose of this agreement is to provide for the dedication to the Authority payment of the Surcharges collected at landfills within any CPTY or the COUNTY in support of the integrated waste management programs for the planning and implementation of solid waste, recycling, composting, household hazardous waste, education, market development and other activities authorized in accordance with the Joint Powers Agreement. rWMAMOA1.AM 2 2. The funding of the costs for consultant contracts, required . state mandated planning, Source Reduction and Recycling Element programs, Household Hazardous Waste Element programs, Authority staff, and other materials or efforts as approved by the Authority, shall be generated by the CITIES and COUNTY adopting the necessary ordinances, regulations, laws and resolutions to impose tipping fee surcharges at landfills. During the term of this Agreement, the Authority may recommend to any City and the County that the amount of tipping fee surcharges be increased or decreased. 3. The CTTTFS and COUNTY shall collect and deposit with the Auditor/Controller tipping fees collected pursuant to Paragraph 2 above. The Auditor/Controller, pursuant to the Joint Powers Agreement and this MOA, shall deposit the existing AB 939 Trust Fund tipping fees and other monies received on behalf of the Authority, into a trust fund (hereafter referred to as the "Solid Waste Authority Trust Fund"). These monies will be maintained in the Solid Waste Authority Trust Fund by the Auditor/Controller and transferred to the Authority's budget and operating accounts upon direction of the Authority after adoption of the Authority's budget. 4. Any additional costs for work tasks beyond those specifically set forth in a budget and work program approved by the Authority shall be the responsibility of the CITY or COUNTY requesting such additional services and shall be borne by the CITY or COUNTY electing to have such work tasks performed. 5. This Agreement supersedes and replaces in its entirety the Memoran&an of Agreement Among the Cowry of San Luis Obispo and the Cmes of Arroyo Grande, Atascadem, Grover CFty, El Paso de Robles, Morro Bay, Pismo Bead, and San Luis Obispo for Preparation of Cowuy and CSty Source Reduction and Recycling Elements, and the Cowuywide Iruegrated Waste Management Plan dated October 3, 1990. herein. 6. No party to this agreement may assign, transfer, delegate or sublet any interest 7. If any term, covenant, condition or provision of this Agreement is held by a court Of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. 8. This agreement may be executed in one or more counterparts, each of which shall be deemed an original. IN WITNESS WBEREOF, the parties hereto have executed this agreement as of the day and year indicated below and the Agreement will be effective as to said parties on the date approved and signed by four CITIES and the COUNTY member jurisdictions. MMAMonr.nrR 3 CITY OF GROVER BEACH By: Date: Mayor Resolution No. Clerk APPROVED AS TO FORM AND LEGAL EFFECT: BT. City Attorney Dated: CITY OF MORRO BAY By- Date: Mayor Resolution No. Clerk APPROVED AS TO FORM AND LEGAL EFFECT: By: City Attorney Dated: C-1- 1� CITY OF EL PASO DE ROBLES By: Date: Mayor Resolution No: Clerk APPROVED AS TO FORM AND LEGAL EFFECT: By: City Attorney Dated: CITY OF PLSMO BEACH By: Date: Mayor Resolution No: Clerk- APPROVED lerkAPPROVED AS TO FORM AND LEGAL EFFECT: By: City Attomey Dated: IWMAMOAI.AM CTTY OF SAN LUIS OBISPO By: Date: Mayor Agreement No. Clerk APPROVED AS TO FORM AND LEGAL EFFECT: By: ty � Dated S- — COUNTY OF SAN LUIS OBISPO By: Date: Chairperson Resolution No: Clerk APPROVED AS TO FORM AND LEGAL EFFECT: JAMES B. L NDHOLM, JR. County Counsel By: Deputy County Counsel Dated: TVMAMW.AM APRIL 6, 1994 JOINT POWERS AGREEMENT TO ESTABLISH AN INTEGRATED WASTE MANAGEMENT AUTHORITY FOR THE CITIES AND COUNTY OF SAN LUIS OBISPO, CALIFORNIA THIS JOINT POWERS AGREEMENT is made and entered into this day of , 19_, by and between the incorporated cities of Arroyo Grande, Atascadero, EI 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," 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: WHEREAS, Section 6500, et seg., 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 that a single agency be created by and with the consent of CITIES and COUNTY to advise, plan for, suggest, and implement solutions to common solid waste 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 efforts; and WHEREAS, the California Integrated Waste Management Act (California Public Resources Code section 40000 et seg.) and all regulations adopted under that legislation C -1 -g requires, among other things, that certain public agencies in California make adequate provision for solid waste management within their jurisdictions; and WHEREAS, the CITIES and COUNTY have the power to plan, acquire, construct, maintain, manage, regulate,operate and control facilities for the collection, transportation, processing and disposal of the solid waste, including recyclables, generated within their jurisdictions; and WHEREAS, the CITIES and COUNTY believe that by combining their separate powers they can achieve their waste diversion goals and satisfy the requirements of the Integrated Waste Management Act more effectively than if they exercise those powers separately; and WHEREAS, the 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, pursuant to this Agreement, to establish a regional agency in accordance with Public Resources Code Section 40973; and WHEREAS, the CITIES and COUNTY intend, pursuant to this agreement and Public Resources Code Section 40973,that said regional agency, and not the CITIES and COUNTY which are members of the regional agency, shall be responsible for compliance with the waste diversion requirements set forth in the Public Resources Code, Article 1 of Chapter 6 (commencing with Section 41780); and JPADRFPFAPR -2- WHEREAS, the CITIES and COUNTY 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. 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, (PRC Sec. 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 (California Public Resources Code Sections 40000 et sea.) and all regulations adopted under that legislation, as that legislation and those regulations may be amended from time to time. 12 "Agreement" means this 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 "Board" means the Board of Directors of the Authority. 1.5 "City" means any Member that is a city, and "Cities" means all of the Members that are cities. JPADRFTFAPR -3- 1.6 "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.) 1.7 "County" means the unincorporated areas of San Luis Obispo County, California. 1.8 "Fiscal Year" means the period commencing on each July 1 and ending on the following June 30. 1.9 "HHW" means household hazardous waste as described in the household hazardous waste element as required by the Act (California Public Resources Code Sections 40000 et sea.), as that element may be amended from time to time. 1.10 "HHWE"means the Household Hazardous Waste Element as required by the Act (California Public Resources Code Sections 40000 et seq.) as that element may be amended from time to time. 1.11 "Joint Facilities" means a materials recovery facility, composting or HHW Facility, or combination thereof, which is located within the boundary of the Authority and is owned by some or all of the members directly, or by the Authority, or by private entity, for the benefit of some or all of the members. 7PADRFIFAPR -4- 1 .12 "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. 1 .13 "Member" means any of the signatories to this Agreement and "Members" means all of the signatories to this Agreement. 1 .14 "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" 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. (PRC 50000(a)(4).) 1 .15 "NDFE" means a Nondisposal Facility Element as required by the Act (California Public Resources Code Sections 40000 et seg.), as that element may be amended from time to time. 1.16 "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. 1.17 "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 member or a private entity, but in all events is operated for the benefit of one or more, but not all, of the Members. IPADRFMAPR -5- C '1 /C 1.18 "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. 1.19 "SRRE" means a Source Reduction And Recycling Element as required by the Act (California Public Resources Code Sections 40000 et sea.), as that element may be amended from time to time. SECTION 2. Purpose. 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 with the intent to operate the Authority in compliance with the requirements of the Act, 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 city and the County are described in the applicable adopted plans. The Authority is formed with the purpose and intent of JPADRFIFAPR -6- ! • ,/ 13 facilitating the development of programs and projects that provide economies of scale without interfering with individual agencies' exercise of power within their own jurisdiction. SECTION 3. Creation of Authority. 3.1 The Members hereby create and establish an authority and public entity to be known as the "San Luis Obispo County Integrated Waste Management Authority," (hereinafter referred to as Authority) it being understood that the Board shall be entitled to change the Authority's name from time to time if it so chooses. The Authority shall be a public entity separate from each of the Members. 32 The Authority shall constitute a regional agency pursuant to Public Resources Code Section 40973. Said regional agency, and not the CITIES and COUNTY which are members of the regional agency, shall be responsible for compliance with the waste diversion requirements set forth in the 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 12 of this Agreement shall provide for indemnification for the benefit of the regional agency and its members 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 Members. However, nothing in this Agreement shall prevent any Member from separately contracting for, or assuming responsibility for, specific debts, liabilities or obligations of A / JPADRFCP PR -7- /.j.0- /-I I the Authority, provided that both the Board and that Member approve such contract or assumption. SECTION 4. Term. The Authority shall become effective as of the date of this Agreement. It shall continue until dissolved in accordance with Section 13 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. SECTION 5. Powers. 5.1 The Authority is empowered to acquire, construct,finance, refinance, operate, regulate and maintain a Solid Waste Landfill, transfer station, a 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, to the extent permitted by the Act and this Agreement, implement 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 Authority's boundary. Not withstanding any other provisions of this agreement, the Authority shall not acquire, regulate, set fees for, or operate any solid IPADRF 7APR -8- C-1 �5 waste landfills, recycling, or composting facilities owned or operated by member jurisdictions without the express written consent of such member(s). 52 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, including contracts with any Member; (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 5.1 herein, as well as any and all services provided by the Authority; (i) to hire agents and employees; 7PADRFMAPR -9- / /,. (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 5.1 herein; (1) to sell or lease the facilities identified in Paragraph 5.1 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 5.1 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. 5.3 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 upon the Members in the exercise of IPADRFIFAPR -10- C. 1-1 similar powers. In no event shall the Authority be authorized to exercise any power not expressly authorized. The Authority hereby designates San Luis Obispo County as the Member required to be designated by Section 6509 of the California Government Code. 5.4 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 6) is or will be located. SECTION 6. Boundaries. The boundaries of the Authority shall be the boundaries of San Luis Obispo County. In the event a member withdraws from the Authority, the boundaries shall be modified to exclude the area of the withdrawing member. Section 6 shall not prevent any facility identified in Paragraph 5.1 herein from being located outside the boundary of the Authority. JPADRFIFAPR SECTION 7. Organization. 7.1 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. 72 Membership. (a) Membership in the Authority shall be voluntary, but only the County of San Luis Obispo and all cities incorporated in the County of San Luis Obispo presently or in the future, are declared eligible for membership in the Authority. (b) Representatives of the COUNTY and 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 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 parry 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. IPADPEMAPR -12- (c) 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. (d) Designation of the official representative or alternate(s), or changes thereto, shall be transmitted in writing to the Manager of the Authority by the appointing agency. (e) In addition to the incorporated cities presently a party to this Agreement, any other city which may hereafter be incorporated within the boundaries of the County of San Luis Obispo and which may desire to participate in the activities of the Authority may do so by executing this Agreement without prior approval of 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 shall be contingent upon the execution of this Joint Powers Agreement and subsequent annual ratification. 7.3 Principal Office. The principal office of the Authority shall be established by the Board within the boundary of the Authority. The Board may change that principal office upon giving at least 15 days' notice to each Member and to the California Integrated Waste Management Board. 7PADFS'MAPR -13- C —aO 7.4 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 member agency representatives to the Authority. (b) Both the President and Vice-President of the Board shall be elected at the last meeting preceding July of said 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 as Chairman. b) Shall appoint all ad hoc committees subject to ratification by the Board. c) Shall exercise general supervision over all activities of said Authority. d) Shall be an ex-officio member of all committees. e) Shall execute all contracts and legal documents on behalf of the Authority. 2) Vice-President a) Shall serve as Chairman pro-tem in the absence of the President. b) Shall give whatever aid necessary to the President in administering of the Authority. c) Shall be an ex-officio member of all committees. JPADRFrFAPR -14- �_,a (c) 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 Authority, the officer elected to serve for the balance of the unexpired term. 7.5 Manager. The Board shall employ or contract for the services of a manager (the"Manager") who shall be the chief administrative officer of the Authority.The Authority shall select a qualified manager using professional personnel standards and an open competitive process. The Manager shall plan, organize and direct the administration and operations of the Authority, 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 carry out such other duties that may be assigned to the Manager by the Board from time to time and shall attend meetings of the Board. 7.6 Committees. (a) Committees and subcommittees 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. Nothing herein shall be construed to limit membership on 7PADR MAPR -15- 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 a Solid Waste Technical Advisory Committee. The composition and bylaws of the standing committees shall be established by the Board by resolution. SECTION 8. Meetings of the Board. 8.1 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 held shall be foxed by resolution of the Board. 82 SSoecial Meetings. Special meetings of the Board may be called in accordance with the provisions of Section 54956 of the California Government Code. 8.3 Notice of Meetings. All meetings of the Board shall be held subject to the provisions of the California Ralph M. Brown Act (Sections 54950 et seg. of the California Government Code) and other applicable laws of the State of California. 8.4 Minutes. The Manager shall cause minutes of all meetings of the Board and any committees of the Board to be kept and shall, after each meeting, cause a copy of the minutes to be forwarded to each member. IPADRFIFAPR -16- 8.5 Quorum and voting. For purposes of conducting business, there shall be present a quorum consisting of a majority of representatives, including one COUNTY representative. Each representative shall have one vote. No action shall be effective without the affirmative votes of a majority of those present. However, eight (8) affirmative votes shall be required for taking any action in the event any Member demands such a vote. 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. 8.6 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 Authority. JPADF=."R -17- C �I -a4 The line item and program budget shall be submitted in draft form to all member 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 5.1 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 Manager to expend funds for the purposes outlined in the approved budget, but 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 5.1 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 budgets for the facilities identified in Paragraph 5.1 herein shall constitute authority for the Manager (or any trustee or other fiduciary appointed by the Authority) to receive state or F7FA , _� IPADRPR -1$- _a5 federal grant funds and proceeds of Revenue Bonds and to expend funds for the acquisition, construction, or operation of the facilities identified in Paragraph 5.1 herein. (c) A budget(s) governing the acquisition, construction, or operation of Sole Use Facilities may be adopted by the affected Member or Members. When such budgets are adopted by affected members appropriate accounts shall be established by the Authority and designated as such Member's or Members'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 Member or Members. Receipts and disbursements for the acquisition or construction of Sole Use Facilities may also be made directly by the affected Member or Members, in which case such budgets shall not be a part of the budget of the Authority. 8.7 Rules of Procedure. The Board shall from time to time, establish rules and procedures for the conduct of their meetings. SECTION 9. 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 member agencies. All JPADRFTFAPR -19- e ` / 'R monies in the joint operating fund shall be paid out by the Treasurer for the purposes for which the fund was created upon authorization by the President of the Board and approval by the Controller and Manager of demands for payment, or as otherwise authorized by resolution of the Board filed with the Treasurer. No Member shall be obligated to make any contributions of funds to the Authority for facilities to be established in accordance with Section 5.1 or pay any other amounts on behalf of the Authority, other than as required by this Section 9, without that Member's consent evidenced by a written instrument signed by a duly authorized representative of that Member. The Authority shall contract with an independent certified professional accountant to conduct annual fiscal audits as required by the Public Utilities Code Section 99245. 9.1 Treasurer. The Treasurer of San Luis Obispo County shall be the Treasurer of the Authority. The Treasurer shall: a). Receive and receipt all money of the Authority and place it in the Treasury of San Luis Obispo County to the credit of the Authority. b). Be responsible for the safekeeping and disbursement of all Authority money held by him/her. c). 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. d). Invest funds. .TPADRFTFAPR -20- �- -a The Authority shall reimburse the Treasurer for the actual cost of services rendered. 92 Controller. The Auditor-Controller of the County of San Luis Obispo shall be the Controller for the Authority. The Controller shall: a). Draw warrants to pay demands against the Authority when the demands have been approved by the Authority Board and/or the Manager. He/She shall be responsible on his/her official bond for his/her approval of the disbursement of Authority money. b). 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 expenditures made therefrom on the basis of generally accepted accounting principles. c). Make available all such financial records of the Authority to a certified public accountant or public accountant contracted by the Authority to make an annual audit of the accounts and records of the Authority. The minimum requirements of the audit shall be those prescribed by the State Controller for special districts under Section 26909 of the Government Code and shall conform to generally acceptable auditing standards. d). Verify and report in writing as soon as possible after the first day of July, October. January, and April of each year to the Authority the amounts of monies he/she holds for the IPADRFIFAPR -21- /'V` Authority,the amount of receipts since his/her last report, and interest accrued to those funds. The Authority shall reimburse the Auditor/Controller for the cost of services rendered. SECTION 10. Records and Accounts. This Section and Section 9 are intended to insure 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 use or sole use facility and all financial transactions of the Members relating to any service or joint use or sole use facility. 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 Members. The books of account shall be open to inspection at all times by a representative or agent of any of the Members. 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. JpADRFFFAPR -22- -� ag SECTION 11. Rates. The Authority shall establish and regulate rates to be charged at the new facilities 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,the acquisition and construction of facilities (including, without limitation, any Revenue Bonds issued in connection therewith), and to accommodate the planning and implementation of activities required by the Act. SECTION 12. Failure to Meet Waste Stream Reguirements. The Authority shall be entitled to cause the waste streams of each Member 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 Member fails to meet any such requirements, that Member shall be solely responsible for any and all resulting liabilities, damages, criminal and civil sanctions, and costs and expenses. That Member shall also hold the Authority and the other Members harmless from and against any and all liabilities, damages, 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 counsel. If two or more Members are responsible for a failure to meet any such requirements or are claimed to have violated any such requirements, the Members responsible for the violations or which are the subject of such claims shall be responsible to, and shall indemnify, the Authority and the other Members in proportion to their relative responsibility for the violations or claimed violations. Upon notification of any such violation or claim, the Member or Members shall take such prompt, corrective j� 1PADRFWAPR -23- / ^� - 5c) action as is necessary to meet the requirements. Nothing in this Section shall preclude one or more Members or the Authority from imposing or establishing additional incentives to meet waste diversion requirements. SECTION 13. Withdrawal and Dissolution. 13.1 The parties to this Agreement pledge full cooperation and agree to assign representatives to serve as official member of the Authority or any committee or subcommittee thereof who shall act for and on behalf of their city or county in any or all matters which shall come before the Authority, subject to any necessary approval of their acts by the governing bodies of CITIES and COUNTY. 13.2 Any party to this Agreement may withdraw from the Authority, with 30 days notice, and terminate its participation in this Agreement by resolution of its governing body. The withdrawal of the member shall have no effect on the continuance of this Agreement among the remaining members and the Agreement shall remain in full force and effect with respect to the remaining members. No withdrawal shall become effective until 30 days after receipt of the written notice by the Authority. 13.3 A member 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 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 party JPADRFIFAPR -24- / /-3/ hereto fails to pay its contribution, as determined by the Authority, said entity shall be deemed to have voluntarily withdrawn from the Authority. 13.4 The Authority may be dissolved at any time and this Agreement terminated by a joint agreement executed by COUNTY and CITIES 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 Authority in proportion to the contributions made. In the event the Authority is abolished, the individual member agencies shall be responsible for complying with the requirements of the Act as included in the approved SRREs, HHWE, NDFE, Countywide or Regional Siting Element and Integrated Waste Management Plan. SECTION 14. Amendments Including Termination. This Agreement may only be amended or terminated by a written instrument executed by all 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 Member 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 Member evidenced in a written instrument signed by a duly authorized representative of that Member. rennRFMAex -25- Com! �3a SECTION 15. 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 16. Notices. All notices which any Member or the Authority may wish to give in connection with this Agreement shall be in writing and shall be served by personal delivery 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 by depositing the same in the United States mail, postage prepaid, and addressed to the Member or Authority at its principal office, or to such other address as the Authority or Member 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) or two day after mailing if deposited in the United States mail. SECTION 17. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the permitted successors and assigns of the Members. However, no Member 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 Member. No assignment shall be effective unless and until the Authority, the Members and the proposed assignee comply with all then- applicable requirements of law relating to changes in the composition of entities such as JPADRP MAPR -26- C.01 '33 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 18. Severabilitv. Should any part, term 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 and provisions shall not be affected. SECTION 19. 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 20. Effective Date. This Agreement shall take effect upon its execution by the chairman or mayor and clerks of the governing bodies of the County of San Luis Obispo and at least four (4) cities, 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 eight (8) counterparts which together shall constitute a single agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first hereinabove written. /^► 7PADP=APR -27- CITY OF ARROYO GRANDE By: Date: Mayor Resolution No. Clerk APPROVED AS TO FORM AND LEGAL EFFECT: By: City Attorney Dated: CITY OF ATASCADERO By: Date: Mayor Resolution No. Clerk APPROVED AS TO FORM AND LEGAL EFFECT: By: City Attorney Dated: JPADRFiFAPR -28- CITY OF GROVER BEACH By: Date: Mayor Resolution No. Clerk APPROVED AS TO FORM AND LEGAL EFFECT: By: City Attorney Dated: CITY OF MORRO BAY By: Date: Mayor Resolution No. Clerk APPROVED AS TO FORM AND LEGAL EFFECT: By: City Attorney Dated: IPADRFMAPR -29- CITY OF EL PASO DE ROBLES By: Date: Mayor Resolution No. Clerk APPROVED AS TO FORM AND LEGAL EFFECT: By: City Attorney Dated: CITY OF PISMO BEACH By: Date: Mayor Resolution N. Clerk APPROVED AS TO FORM AND LEGAL EFFECT: By: City Attorney Dated: JPADRPTPAPR -30-- n � / -9 / CITY OF SAN LUIS OBISPO By: Date: Mayor Resolution No. Clerk APPROVED AS TO FORM AND LEGAL EFFECT: By: City Attorney Dated: COUNTY OF SAN LUIS OBISPO By: Date: Chairman Resolution No. Clerk APPROVED AS TO FORM AND LEGAL EFFECT: JAMES B. LINDHOLM, JR. County Counsel By: Deputy County Counsel Dated: JPADRFTFAPR -31-