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HomeMy WebLinkAboutMINUTES - 12081992 - 2.2 2.2 TO: BOARD OF SUPERVISORS FROM: VAL ALEXEEFF, DIRECTOR GROWTH MANAGEMENT& ECONOMIC DEVELOPMENT AGENCY DATE: DECEMBER 8, 1.92 SUBJECT: WEST COUNTY TRANSFER STATION/WEST COUNTY JPA SPECIFIC REQUEST(S)OR RI COMMI NDAl'ION(S) & BACKGROUND AND.IIJST1HCNHON RECOMMENDATIONS: DECLARE intent to participate in development of the West County Transfer Station and in cooperative agreement with the West Contra Costa Integrated Waste Management Authority. SELECT method of agreement from the following: L The WCCIWMA MOU and JPA (Attachment A) 2. A County-WCCIWMA agreement (Attachment B) FISCAL IMPACT: Participation in JPA requires $25,000 advance for JPA operations per seat to be reimbursed over time. Funds for this purpose have been set aside from the Keller Canyon Franchise fees. CONIINIJIEI)ON A'1717ACHMEN . X YES SIGNAIIJRI:: RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMIENDNI'ION OF BOARD L 1'I"1'EI: APPROVE O'rl-II:R S1GNA'rURE(S): ACTION OF BOARD ON December 8, 1992 APPROVED AS RECOMME'NDE'D 07111.1'.R X The Board DECLARED ITS INTENT, and APPROVED IN CONCEPT, staff recommendation to participate in the development of the West County Transfer Station and Cooperative Agreement with the West Contra Costa Integrated Waste Management Authority, with preference for Option #2 submitted by staff; and REFERRED to County County for review of legal issues as to form compatibility of agreements and of the intent to participate. VOTEOF SUPERVISORS 1111EREBY (tiR71FY MAT 1111S IS A TRUE AND CORRIECI' COPY OF AN ACTION 'rAIGEN AND X UNANIMOUS(A13S1ENl- II ) EN11ER1?D ON '11-IE MINUn?S OF TI-11E BOARD OF SUPERVISORS ON 11 IE DXIT Sl10". AYES: NOES: nrrEs'n--D December 8, 1992 ABSENT`. ABS'T'AIN: PHIL BA110-111-1-,OR,CLERK OF'l1-E BOARD OF SUPERVISORS AND COUNTY ADMINIS'rRA'rOR By ,UEPU I Y VA-dg davis2.bo Contact: Val Almeefff (646-1620) CC: County Administrator County Counsel GM13DA Departments wCCIwMA •r WEST COUNTY TRANSFER STATIONIWEST COUNTY JPA DECEMBER 8, 1992 PAGE 2 BACKGROUND/REASONS FOR RECOMMENDATIONS: Contra Costa County has been participating in discussions with the West Contra Costa Integrated Waste Management Authority (WCCIWMA) for nearly a year. The Authority is at the point where it needs to have waste stream commitment and rate setting authority in order to obtain financing. Common to either option: 1. County will cooperate fully in processing of the transfer station land-use permit. 2. Rate setting will rest with Authority provided accepted model is used, such as a PUC rate setting model, including reasonable share of Countywide costs. 3. Unincorporated areas shall be charged the same rate as incorporated areas. 4. A North Richmond mitigation fee shall be established at $2/ton with the following stipulations: • Exclusive use in North Richmond • Reasonable costs of mitigation of impacts • Impacts reasonably connected to IRRF • Based upon budget and work plan • County and Authority to meet and confer • County to report to Authority on use of funds 5. Authority to be sole franchisor of the IRRF. 6. Authority to be sole regulator of rates charged at the IRRF. 7. Member Agency costs to be included in IRRF rates limited to: a. Reasonable, necessary and prudent, and verifiable costs actually incurred for services reasonably related to regulation and permitting of the IRRF pursuant to State law or regulation provided said costs are not the responsibility of the IRRF owner. b. Reasonable, necessary and prudent, and verifiable costs actually incurred in accordance with an agreement between the Authority and the Member Agency. C. Reasonable share of County solid waste management costs allocable to the area within the boundary of the Authority. d. Increases in the foregoing costs resulting from, change in State law or regulations occurring after date of joint powers agreement. • 1 WEST COUNTY TRANSFER STATION/WEST COUNTY JPA DECEMBER 8, 1992 PAGE 3 BACKGROUND/REASONS FOR RECOMMENDATIONS (continued: 8. Authority's responsibility for implementation of AB939 limited to the IRRF. Authority and individual Member Agencies may contract for Authority's performance of additional work necessary to a Member Agency's implementation of AB939. If law changes to permit achievement of diversion requirement or implementation of the Act on a regional basis, each member Agency to identify, by resolution, the work to be performed by the Authority. Negotiation of agreements with individual Member Agencies or amendment of joint powers agreement would follow Authority's receipt of regulations(s). 9. County local enforcement agency (LEA) shall retain jurisdiction over IRRF facilities. 10. County will commit waste stream to WCCIWMA IRRF. 11. Authority will export only when out-of-County landfill tipping fees are less than 95% of in-County tipping fees. 1.2. Authority will not enter into contract with out-of-County facility for a period greater than two years. 13. County will not use permit process to displace Authority of WCCIWMA, regulatory process will be confined to land use and operational requirements based on established standards. ATTACHMENT A WEST CONTRA COSTA INTEGRATED WASTE MANAGEMENT AUTHORITY MEMORANDUM OF UNDERSTANDING AND JOINT POWERS AGREEMENT t . DRAFT - 10/29/92 Confidential Attorney-Client and Work Product Privileges MEMORANDUM OF UNDERSTANDING BETWEEN WEST CONTRA COSTA INTEGRATED WASTE MANAGEMENT AUTHORITY AND CONTRA COSTA COUNTY This Memorandum of Understanding is entered into as of , 1992 , by and among the WEST CONTRA COSTA INTEGRATED WASTE MANAGEMENT AUTHORITY (hereinafter "Authority") , a public entity Joint Powers Authority, and the COUNTY OF CONTRA COSTA hereinafter "County") , a political subdivision of the State of California. BACKGROUND A. WHEREAS, the area within the boundaries of the West Contra Costa Sanitary District (hereinafter "District") was formerly within the boundaries of the Authority; and B. WHEREAS, District has withdrawn from membership in the Authority and County and District have agreed to the assignment to the County of the solid waste collection franchise agreement existing between the District and Richmond Sanitary Service thereby making the County solely responsible for the administration of said collection franchise agreement; and -1- F:\DMS\7CS.DIR\0050299.10 DRAFT - 10/29/92 C. WHEREAS, the Authority and County have been in negotiation regarding County membership in the Authority, said negotiations having resulted in a "Conceptual Description of Arrangements for County Membership in the West Contra Costa Integrated Waste Management Authority" dated March 13 , 1992 (hereinafter "Conceptual Description") ; and D. WHEREAS, the Conceptual Description includes the County proposal that the unincorporated areas within the boundaries of the Rodeo Sanitary District, Crockett-Valona Sanitary District and Kensington Community Service District, in addition to the area within the District, be included within the boundaries of the Authority and represented by County; and E. WHEREAS, the County's proposal to include the areas within the boundaries of the Rodeo Sanitary District, Crockett- Vallona Sanitary District and Kensington Community Services District is based upon the County' s intent to either take over the existing collection franchise agreements for these areas or to enter into memoranda of understanding with these public agencies for the administration of the collection franchise agreements under the direction of the County; and F. WHEREAS, arrangements have not been concluded regarding the franchising of solid waste collection within the Rodeo Sanitary District, Crockett-Valona Sanitary District and Kensington Community Services District, respectively; and -2- F:\DMS\TCS.DIR\0050299.10 DRAFT - 10/29/92 G. MiERBAS, the Autherity has been advised by the sel waste eellee-te- franehisedby the Redee—Sanitary—D iet—hat selid—waste---eelleeted- --te said franehise--sheuld net be ine-luded--i-n any tennage—estimates—relative te---tyre West ^eun}-Z, " eenneetien with---its-iii_. Id .. WHEREAS, the West Contra Costa Sanitary Landfill is scheduled to close in mid-1994 and alternative solid waste management facilities must be in operation by that time to ensure continued cost effective disposal of solid waste generated with the boundaries of the Authority; and -1R. WHEREAS, the California Integrated Waste Management Act of 1989 requires each city and each county in the state to divert solid waste from landfills and specifies diversion goals of 25% by January 1, 1995 and 50% by January 1, 2000 or face administrative penalties of up to $10, 000 per day; and a . WHEREAS, the development, financing, construction and operation of an Integrated* Resource Recovery Facility (hereinafter "IRRF") is needed to provide for continued cost effective disposal of solid waste generated. within the boundaries of the Authority and to comply with the requirements of the Act for the diversion of waste from landfills and to avoid administrative penalties; and . WHEREAS, the Authority is engaged in the implementation of the IRRF and the County and the Authority desire to provide for continued disposal of solid waste generated within the area -3- F:\DMS\TCS.D1R\0050299.10 DRAFT - 10/29/92 encompassed by the District and for diversion of such waste from landfills through use of the IRRF; and . WHEREAS, a portion of the IRRF will be located in the unincorporated area of North Richmond and the County and the Authority desire to ensure the continued timely development, financing, construction and operation of the IRRF; and . WHEREAS, the Authority and County believe that unified regulation of the solid waste management activities within the boundaries of the Authority will result in cost savings to the public through more efficient and effective solid waste disposal while complying with the requirements of the Act. THEREFOR THE COUNTY AND AUTHORITY DO HEREBY AGREE AS FOLLOWS: SECTION 1. DEFINITIONS. 1. 1 "Act" means the California Integrated Waste Management Act of 1989 (California Public Resources Code Sections 40000, et secs. ) and all regulations adopted under that legislation, as that legislation and those regulations may be amended from time to time. 1. 2 "Agreement" means the Joint Exercise of Powers Agreement, as it may be amended from time to time, more fully titled the West Contra Costa Integrated Waste Management Authority Second Amendment and Restatement of the Joint Exercise of Powers Agreement. -4- F:\DMS\TCS.D[R\0050299.10 DRAFT - 10/29/92 1. 3 "Board" means the Board of Directors of the Authority. 1.4 "City" means any member agency of the Authority that is a city, and "Cities" means all of the member agencies of the Authority that are cities. 1.5 "IRRF" means an Integrated Resource Recovery Facility for the receiving, processing, recycling and transportation of solid wastes and the recovery of materials for diversion, which facility is located within the boundary of the Authority, or if located outside the boundary of the Authority, is sited on land owned by the Authority or a member agency of the Authority, and is owned either by the Authority or a private entity, but in all events is operated for the benefit of the Authority and all member agencies of the Authority. .:: :::::;;::»;: lt: at: cxn;:::; es:<:;> aea s:>:.: es:.::.:le d,>;;b .;:.;:the<:::: ount ...:.::.: ..::......:....::.::::.::...:...:::.::::: .....:.:::.:::.:...:.:...::..:. ::.:.:.::..:.::...:: :::::::::. ::.::.:::::::::::::::::.y.... ............ r� ::»waste:::>:r:ec+ved::>:at::::theIR tF :::. ::::: ................ .,. .. .}:}ii:•n...;;4:i::'i:?.i}i�:..::'•:.:}::i?.::.:iii::iii?ii:iriY.•:•••.:.iiii:.iii%{?v'tiC::i:iia{.}}iiii is??.:{:::{:�:iJi}iYi:•:?:•F:iiia.::^::•{.;::..%:n.::.:::iiii::�:i::.:iiii:h:r'.:.i:.\hi:'�:Y:::"ii�:C?:.•.•^::::.i:^::f:�'.:•::::✓..::::^:'.:•:::.:::.:..:: :;......:..;:.i:.i .ii;;::>::.:.i•:.:.:.:.i::.:;;<..;...i.:. i..:.i:.i::.:.>::•.ii:<.i:.i.;:.;.;:::i'..ii:.i:.;:.i'.i:;.;,.....; i:.:.:.:...:.:.;.::::::.:>:«:.>:.::..:. :.::.: ,:.::::::... ::::.:.:::::::,::.::.:..:....... e e: atedtth : ce:€: d.;. ::>'... .. <' . <« ::::: :..:.. .................:....:.......:::....:.............:::ems..... ...n......:::.:an.. .:::.:o era c►n. o ..::::tie.:,:: RRF :.:..::..........................Y:..::..:::.:::.:::::::::::.....:::::::::..:.:.:..:..:.::::.::........:::::::::::.......:::::.::..:......:..:.:.::...:..... ..........:............:........................................ ...... ... ..> :i::,.:.:.>iiii:.iii:.:.;:.:<.i:.:i:.:.:.is�;;:.;:.;':,::::.:«:«<.:;:.::::.::,::.::.:::.::::::..::.,::..:� . . .:.:�,.. rovded:::>::<:that>::>::>:s:a�:rt3. :arn»::>ictast:s::>:::::ars::::<>:not::>::>::deemed: >tc :<:::::be:;> the .... ........................ ... ....................... responsih�I�ty.,Qf...the; prfla pct cfwner 1.6 "MOU" is the Memorandum of Understanding and any amendments thereto entered into by the Authority and the County. 1. "Solid Waste" shall include those materials defined as solid waste in Section 40191 of the California Public Resources Code as well as recyclables and recoverable materials that other- -5- F:\DMS\TCS.DIR\0050299.10 DRAFT - 10/29/92 wise would become solid waste or are subject to the collection franchise agreements, which materials are of the variety that can be properly processed at one of the IRRF facilities. SECTION 2 . PURPOSE. 2 . 1 This MOU is entered into pursuant to the powers given the County and the Authority to contract with other public entities, within and without their respective jurisdictions for the purpose of establishing operating guidelines related to the IRRF. SECTION 3 . ITMP, bf#! A ` 32` 1PAST....kkAM 3 . 1 The-waste-stream Ere% the IRF shat be di -..,.,.a `F atthe mest Best of ee-tine landfi '�eensidemice---eestse€ trans =ear;�es levied at thelandfill and e l esuyeipest--tel a sure_eq_ em-~1 s. Said--deter-inat i-e n as e saw-site to be ad by the „ther:t.,. -tN", `as >>s r a�` ror 1 s l ............:...........:........................... ... ... Posed<.>:o i:.i:at::.;:the.;:.mQst::>:: os ::::::ef>f:ect a:....a df '. ::.::.i:.ii;ii:.i:.;i:.i::. iii'.:i::;:.::.:......;:;:.>;;:;;:;;;;:;;:::.:;;;.;::.;:.;;::.:;::_:::<.;;::. :: :: ::>::>::::::: '2�e::2�i tho t: :<:::shal ...:.: €etermine;:i:thf>_ :l::»whBch::is ............... . th�.;: a ,.' vst efe�ctive anr3x11 therefore receive:>::tiie waste:stream Y,,...::":::i:....::..�...;: .:..: :::�.:. : is '::i: :. . : .:., :..t :.::s::::>: termnat: cn>::<::the.::>:> uthart '; =sha:I1 t ::.iii:.:.: kg:;.:<.::: .:::;:<.;de..: :..:...::::.:..::.:...:...:,::,.:._.:.::.... :::::::::::.:. ..: .. y. :::::::::::::::•..:::•w:.v:v::w:::.: •v:•::v: :.:w::v:::.v.w:::n•::::w:::.v:•:w:::::::v: .......::•.'::::.�:::...�::.:.:..:.Y.iii�.:::{.;:::i•:::::••.::'.�.�:::::..v.�::.. : -:.: :.......:Sim: : , ::..:.:'.ii::v.."v:?•.is i`iii.....;..•.{:.:............ .:}ilii: ....:-.. .:..-::..:.. 6i:ii:?{-i. .. .:?:::. :.\........: .::.: . der:>:::<:::::a> ::::;::>:rIevt::«::<:> ctor.s..::::::: .......... .::::3x3t<.::::n. t:::::: zmzted t :..::::::::::.::.._. ..:::..::...........::::..............:-:.::.:.......:::i.. transnratrti©n casts, closure anc3::;.;past.: .elQsure requirements and . ...... .. ... .... :ry.•. ........ ::Ci: :•<:.�:::::•::•.�.�. w::::;...:3?^i:•:4iw::::::::.iiii:.:. .:• .:Y::1:"}iiii}i:.::L::; c,stos$ es::::<:ar�r :::<:::> :eeseved::>:>b. <:::>' auernmerita <>:entities::: .. .............::::::::.:_:::::::::::::::::::::.:::.:::::-a-: ..:::::::.::: �st ;:slnd lon term oeh �al:;;coets. shall::be:.considered by the ..... :.:':.;:.::::.;:«.:.:.;...::<.::::.::.:':.::..:.:.>;i:.:.::.i- :.. < , erat> an Hofs<all thn€:contra> osta:;Count .... ..::.::::: . y rovzded:>::shat. an»:::3naunt:.>:>::: at�dfl.::.; :s;;idemonstra :ed:>>: :»f:avorabl : Y -6- F:\DMS\TCS.D[R\0050299.10 DRAFT - 10/29/92 co>ltpare .in" t I;cosh: ta:a°lternattve :out of county 3:aridfiils. . Those .::.>:.>::..:...:... .. costs; :>w : :2:::>:>3ae::::::::�va3 uated<:::::a :::::>:.:. . �; :::::w :11:: :::: m act::;<::tie::<:>szs: osal;:.:::eosts :::::::::::::.:::::::::::.::::.::::::::::::::..:.:::::::..: :.:::::.::::.;:.;::::::::::::. ::.:.. :::::::::: :::.::.::: ::::.::.:..:::::::..::::::: ... ......:::..........::::::::..:.................:..:::::::::::::::::::::::::::........::..::::.:.......::::::::.:.:.:::::::::::::::::: ..:::::: :.:::::::...............::..:::.:: ;;:.;::. uric:ludet :::> »::>>the< : uthc�r t:.::«:re: Iatad:.. R�t�>€:::rates:.: ':.;:::::::: ::.::.;::::;;:::::::;:.-1 ;:.; ;:: Bi > E7 RS$ »'>Pt]'tENTIAYI —z1 If the land on which the IRRF, or any portion of the IRRF, is located becomes publicly owned by the Authority or a City Member Agency of the Authority, the Authority and the County shall negotiate and enter into appropriate agreements providing that such public ownership shall be revenue neutral to private ownership with respect to tax revenues that would otherwise accrue to the North Richmond Redevelopment Agency, the County and 0 Special Districts. SECTION . COLLECTION FRANCHISE AGREEMENTS 45. 1 Collection franchise agreements . for all areas represented by the County within the Authority shall include provisions which materially provide for: (a) Flow Control (i) Notwithstanding any other provision of the collection franchise agreement, the Franchisor shall have complete authority to direct delivery of solid waste (or specified portions or specified types of such wastes) to the IRRF; and the Authority shall have the authority to require such upon written notification; -7- F:\DMS\TCS.DIR\0050299.10 DRAFT - 10/29/92 (b) Rate Covenant (i) Notwithstanding any other. provision of the collection franchise agreement, the franchised collector shall collect, in addition to all other rates and charges allowable under the collection franchise agreement, ' a charge equal to the amount the franchised collector is required to pay, in accordance with the rates set by the Authority pursuant to the Agreement, at - the facility designated by the Authority pursuant to the e Agreement. (ii) All amounts collected - pursuant to subdivision (i) of this Section 4 . 1 (b) shall be held in a separate fund by the franchised collector and any interest earnings thereon shall remain in said fund. The franchised collector will make payments from this fund as a part of the tipping fee to the facility operator or to other such trustee or person as the Authority may designate. (iii) The franchised collector shall keep adequate books and records of such fund in accordance with Generally Accepted Accounting Practices and shall allow the County and/or -8- F:\DMS\TCS.DIR\0050299.10 DRAFT - 10/29/92 Authority to inspect such books and records during regular business hours at the offices of the franchised collector. (iv) The franchised collector shall provide regular reports to County and Authority of the activity in said fund showing itemized collections, disbursements, interest earnings and fund balance. (v) The franchised collector shall make disbursements from the fund only as directed by the Authority. In the event that delinquent payments by customers or other factors cause the fund to have insufficient monies to make any such required payment, the collector shall be liable to make up any shortfall within the fund from other assets or revenues. (c) In Lieu charge (i) Notwithstanding any other provision of the collection franchise agreement, the franchised collector shall collect, in addition to all other rates and charges allowable under the collection franchise agreement, an in lieu charge as set by the Authority pursuant to the Agreement in the -9- F:\DMS\TCS.DIR\0050299.10 DRAFT - 10/29/92 event that the facility designated by the Authority pursuant to the Agreement is unable to accept solid waste (or specified portions or specified types of such wastes) for any reason. (ii) All amounts collected pursuant to subdivision (i) of this Section 4 . 1 (c) shall be held in a separate fund by the franchised collector and any interest earnings thereon shall remain in said fund. The franchised collector will make payments from this fund to the facility operator or to other such trustee or person as the Authority may -designate. (iii) The franchised collector shall keep adequate books and records of such fund in accordance with Generally Accepted Accounting Practices and shall allow the County and/or Authority to inspect such books and records during regular business hours at the offices of the franchised collector. (iv) The franchised collector shall provide regular reports to County and Authority of the activity in said fund showing itemized collections, disbursements, interest earnings and fund balance. _10- F:\DMS\TCS.DIR\0050299.10 DRAFT - 10/29/92 (v) All amounts collected as in lieu charge shall be remitted to the Authority or a trustee designated by the Authority as directed by the Authority. In the event that delinquent payments by customers or other factors cause the fund to have insufficient monies to make any such required payment, the collector shall be liable to make up any shortfall within the fund from other assets or revenues. (d) Non-competition (i) The franchised collector agrees that it will not purchase, or contract for the purchase of, directly or indirectly, any solid waste (or portions or types of such wastes) which would otherwise be collected under the collection franchise agreement and that it will not otherwise divert in any way materials collected pursuant to the collection franchise agreement to any use or to any alternate disposal facility without the approval of the Authority. SECTION -5 . IRRF MITIGATION FEES -51. 1 Miti:Ejatien Fees levied by the Geunty that are asseeiated '}rzzirizic--iRRrand eellee,ted thrreug r—!RRr---raft s shall be -11- F:\DMS\TCS.DIR\0050299.70 DRAFT - 10/29/92 plaeed—In trusr-fer emelusiy • tise-±n the Nerth irehmend area. $ub�et. tc�: he;< prov3saQns of tbzsf4 ;Mitigation fees shall be .. .:ry:•([n:..:_...tt:ni:'ry.:..i:(:::.:.._.�:.,.�_�..:..i.�.:.........:..:.....::::isi...:.xi•:v:.:{(:i"is::jd•(:r,.:¢:".....:.,:..:.}•.i:.�:iii.::::::.:Q::i•....n:•�:•::.:.::::•:::[:.....:.:(.v..:.:..:.::::......'.:[[:v[....w.Y.�...[:.:.vl{:..x..::.`..::.:...:.:n�.i:.:i':v... collected �.n ��tF rates and alI apt un s�-.;:collectscl .shall be gl.aesd n: trust° f nr excic s v se in the North �.ichmon( i:::area: X5.2 fie- Geunty--and uther-I-ty agree that the-Mit ga ice.. Fees--shall- nelude—:-1-aasenable-eestsfer-mitiga-t-len whieh east-a are reasenab ly related t e the emi st epee and-eperat i est--e f theme; previdedsa-id mitigatien Bests--are—net--deemed to—be—t .� a >':or>>to e �-erir�i. u;;;:..;.-.-- :.;::,_,;.:.>:(:,: �e�-pe�s�b��-tie€ the �:� �? ? re.: f.:any, 1utfiirt. : wtY ::' <> rxz osec <butgefi : scope of work and tame: schedule Y.....:::::::..:..........::. :::.... .......:. .. ..::...... wich:> irf`3fQs' t>se. sero : 'the:« 3tgat�u� Fees and cast flf seryce ...................................... . . .>:(. ....>::.:::.;:.:::...(:..:::i...i::::ii::;:(.:i.><.,.Y.: i.,.:..i:;<:.>,.(:.: be pr�vted.;wat2� sa�.d *ees §15. 3 The County shall provide the Authority with a proposed budget and scope of work which identifies the use of the initial Mitigation Fees and the cost of the service to be provided with said Fees. County. eha13 annually report tc� the Autharmty :.: ..:.:.:...:::......:::::.::.:::.::::::..::::...,.::.:::....:.,:.::.:.....:.::::::.:....::.,:::::::.:::.:..<.:.;:.:.i>.;>:..:..:.:.:<((<.:.i.,, :on::>. '. : 1: :i bud et ::; sco e :.:.::.:.(the.. 1 .:t...:: g .:::. . :..::.::.:.::::::::.::.:.::::::::.:....:::.:..::::....:::::....g..,..................................::::.:::.:.:::.:::.:::::. of::;�zork:�and<time >�c��di�l�::es�a�i.�shec�. pur�ua�t to Section 5 2;:;anc� . anon . .lai�ed<><:f�r�< the;:�:`n`e�t :<e�s:�.ing ,gerao��.:..::' Saari regortng`;.�shall. be tableshed for ,:TRRF rate asstats L - Igatlen Fees be -12- F:\DMS\TCS.DIR\0050299.10 DRAFT —10/29/92 eeege e€ werk-and revenue s epee-€ems-ae-Ner-thR-i-ehmena-Tru st Fund. The County and Authority agree to review, annually or at such times as may be agreed to by the parties, the budget, work scope and associated Mitigation Fees to determine need for revision if any, in said budget work scope and Mitigation Fees. &-rG6 The County agrees to deposit revenue ealleeted Ere% eases-te � e ; `as Mitigation Fees into a segregated account to be used only in accordance with the budget and work scope appreved jds ab a pursuant to e rens-�f this MOU. SECTION Erb. COUNTY MEMBERSHIP ON AUTHORITY BOARD. G . 1 Upon execution of this MOU and the Agreement attached hereto as Exhibit "A" , the County shall be entitled to appoint erre (1) sro ' Directors: and erre—{�} a<'<<{`21Alternate Directors to the Authority Board of Directors to represent the area within the boundaries of the West Contra Costa Sanitary District, said appointments shall be made in accordance with the provisions of the Agreement attached hereto as Exhibit "A" . 6?. 2 Upon execution of this MOU and the Agreement attached hereto as Exhibit "A" , the boundary of the Authority shall be the consolidated boundaries of the Cities and the West Contra Costa Sanitary District. X7. 3 County agrees to pay to the Authority within ten (10) days of the date of this MOU the amount of TWEAK-rIVf* F'T,Y -13- F:\0MS\TCS.DIR\0050299.10 DRAFT - 10/29/92 THOUSAND DOLLARS (` ;SOta60`} which shall constitute the County contribution to the Authority's Joint Operating Fund required by Section 9 of the Agreement. 6%. 4 Authority and County agree to consider incorporation a e;: o , of :'lie areas en. Das ri.. b `«>`R .::01 :s : [Ds:tr> ;e:t' Croccetta3flria:::; anYta }r �istribtanci:. ensngtoil mmuriitysere b str ct within the boundary of the Authority �t-en-ideal e impaet--ef ine$ i-e_ e f el additlenal areas e r tt :ot >>a:riY adttt` z the allocation of seats on the Board of Directors, en o : voting arrangements for the Board of Directors, e-R io the County' s contribution to the Joint Operating Fund -a-a -efn Ssueh ether- matters—as--maybe identified at such time as the Authority is provided with binding collection franchise agreements for such additional areas which meet the requirements of Section 4 of this MOU. SECTION MISCELLANEOUS *A.. 1 Member Agencies of the Authority shall retain their respective rights to pursue their individual annexation interests with regard to the IRRF or any portion of the IRRF. 48. 2 Permits, licenses, ordinances, rules, regulations and any approvals of the County and Authority shall not contain provisions that are inconsistent with the terms of this MOU. -14- F:\DMS\7CS.DIR\0050299.10 DRAFT - 10/29/92 SECTION $ SEVERABILITY. $:9;. 1 Should any part, term or provision of this. MOU be decided by the 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 3 SECTION HEADINGS. $1;#3. 1 All section headings contained in this MOU are for convenience and reference. They are not intended to define or limit the scope of any provision of this MOU. IN WITNESS WHEREOF, the County and the Authority have caused this MOU to be duly executed and attested by the respective officers, duly authorized so to act, as of the date set forth in the first paragraph of this MOU. WEST CONTRA COSTA INTEGRATED WASTE MANAGEMENT BOARD Lonnie Washington, Jr. Chair of the Board ATTEST: Dated: Robin E. Slavik Secretary -15- F:\DMS\TCS.D1R\0050299.10 DRAFT - 10/29/92 COUNTY OF CONTRA COSTA Sunne Wright McPeak Chair of the Board of Supervisors ATTEST: Dated: By: -16- F:\DMS\TCS.DIR\0050299.10 WEST CONTRA COSTA INTEGRATED *WASTE MANAGEMENT AUTHORITY 9 :C.4N .;<;AMENUMENT; ADTD RE3TATEMENT;';OF:;>THE JOINT EXERCISE OF POWERS AGREEMENT 6 THIS SECOND; MENDMENT:. AND;; RES:TAT:EMENT <>QF. THE AGREEMENT is entered into as of 1992:, by and among THE CITY OF EL CERRITO, a municipal corporation, THE CITY OF HERCULES, a municipal corporation, THE CITY OF PINOLE, a municipal corporation, THE CITY OF RICHMOND, a municipal corporation and charter city, THE CITY OF SAN PABLO, a municipal corporation, and THE WEST—GGN GGSTA—SANIT R31 DISTRICT UNT:Y< >qF; ;CONTRA;:::;; COSTA, a ptiblie eerperatien and 3 i to ray distriet er-ganized—and existi ngunder €e rn i s Health Safety—cede—S eet l e n s 6499 c h; >::.:State;;> f C:al, fort a; .:: Tki''d :.: men :::sere e ::::>:>: e::::;;;o >:: :> a t;::;>:. to <:::: to<::> e:>::::>::abov :<:> s:: Vim... nd th z :cznal.:,A r. em.enn ...red:::::.:.n :.; ..by theXtech 9 ............................................................................. ............... .................... S A ;> A `A Y: DIS. RI T ... u 1 : t 'es ' >:and> tk ';WES:T:< CQNTRA>` C�J. T ....5 NI R ... . rsrpara ioii;::: restates in:. :, ull those provIs1a ns..;:. .o.f that ::::...:...::...::..:..::::..:....: .:.:. ...:: .... ..::...;..:.::,::...:::..:... . ... .. ..: ...:...:... ........ i4 eewh: eki :: ma .n::.;<..na. te.red:,:;:W.Ithaut. :af.fe...::. . n :...:, h...::::::vn. :..: n.. ` .:.:..::.:::..:.. :.. ......:...:::.. :::.:. ...... .... .. ......:. . .::.:........:..:..:..:: .:...:.. .:. :. ... ... ..... g:....::... .:..: :. :.. nt n e oth ."A t'' Term beginning with capital letters sy in this Agreement are defined in Section 1. B A C K G R O U N D A. The Act requires, among other things, that certain public agencies in California make adequate provision for solid waste management within their jurisdictions in order to divert 25 percent of solid wastes by 1995 and substantial additional diversion by the year 2000. -1n.-additien, he—Gauze~ Health and Safety Gadca 1 - F:\DMS\KLA.DIR\0044774.05 empewer-s the—B-rstriet te, ameng etherthIREJS, aequlioe,eenstr-ue:t_,- maintain ..d eperrate—garbage eell-ee , and dispesal systems. B. The development of an integrated resource recovery facility appears to be a key to achieving the waste diversion goals of the Members, including those set forth in the Act. C. Each of the Members has the power to plan, acquire, construct, maintain, manage, regulate, operate and control facilities for the collection, transportation, processing and disposal of the solid waste generated within its jurisdiction. D. The Members believe that by combining their separate powers they can achieve their waste diversion goals and satisfy the requirements of the Act more effectively than if they exercise those powers separately. E. The Members intend by this Agreement to exercise their respective powers jointly and to exercise such additional powers as are available to the Authority under the Law for the purpose - of achieving their waste diversion goals, complying with the Act and developing integrated resource recovery facilities for the benefit of all the Members. 2 - F:\DMS\KLA.DIR\0044774.05 F. The Law permits two or more public agencies to exercise jointly any power that the agencies could exercise separately and also grants certain additional powers to the Authority. G. The Members desire to establish and confer upon a separate legal entity the powers necessary to enable them to establish integrated resource recovery facilities for the benefit of all the Members, to achieve their waste diversion. goals and to comply with the Act. ACCORDINGLY, THE MEMBERS HEREBY AGREE AS FOLLOWS: SECTION 1. Definitions. The terms defined in this Section that begin in this Agreement with capital letters have these 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. 1. 2 "Agreement" means this Joint Exercise of Powers Agreement, as it may be amended from time to time. 3 - F:\DMS\KLA.D1R\0044774.05 1 3 "Alternate Director" means : e..person(s) appointed eaci� member:::agency. .who may :represent. t at: member :::agency at a aar .meeting in the ::absence of .a::I?irector from . hat':mentber::agency,. -- -- - 1.-3 "Authority" means the West Contra Costa Integrated Waste Management Authority, a joint exercise of powers agency created by the Members pursuant to this Agreement. 1.445 "Board" means the Board of Directors of the Authority. 1 .4:6 "City" means any Member that is a city, and "Cities" means all of the Members that are cities. 1.&7 "County" means Contra Costa County, California. 3-:i "Distr 'rock—metans The West Centra Gest-a Sanitary 1:::8 ;!Dlrectcr" : ne.ans the app4nt�d> Membersofthe: Boar that represent.>:::the :.;:CYties and the aunty: ...:..:Far;..the purposes .....x "'shal`1...k� it13 . <;`:>a'nd:< quor:um'>: :the::>:>teritt:::Drec.t' r.... s..:.0 .:e. ........: ad r......:::::::::::::::::::::::::..:::::::. a :»:!Al:ternate:»Dir.ec.or... <wYi'en suc erson s; seated to......... .........:�..:. :....:::. ..n::..:.:::::::::. ...:.:... P : ; ::.. ©n:.the :.hoard as:the representat ve of the member agency A. .a . oar m' et; .'ng 4 - F:\DMS\KLA.DIR\0044774.05 1.$9 "Fiscal Year" means the period commencing on each July 1 and ending on the following June 30. 1.13] Q "IRRF" means an integrated resource recovery facilitymeeting—the---teequirenents a€--a—'Iaterria_-1 _ ___ _ _=l f-aeili-tyll—user59999 (a) (4) ef— he Gali-€arni Publie Res reesGed-e—€er- the cies n":"'t el or' ;ec;e v n ;. processing, recycling and transportation of solid wastes and the C"'X.:,......... recovery of materials €-men,--ese —wastes f­ .: ::"`rlvers :on, which facility s owned::::>e�ther: whoi:° >: Qr :in> art<:b tYie<;Author: <>`or><b; but<::>:in;:::a:l ;:::events is::>o eratecl<: .or: :> he>3aene r< :vatt3.tY;..:;.;:..: P .: .. :..:: :. ..:.:::::::.:.::..:::::::::::.:. ... ..:. .::::::::::.:.: :::::,:::..::::::::. .. .: ....::::: ::`::s:::,:: :...:.., .. the;>:>::»:r.esdents<.:::::;>with3n>:<;;>:<the<:»::::>::> urs.dct>�onal e: thor:: t: «>:<::and> ::..: ... . :.: ...... .. .. . ..:.:, :: .: :.:...:: Y ::: ...................... 7.::.: .::::::::::::............::.:::.:..:.. b M jr'.: ;es::.1b.f:;;the; >;Author ty ; 3�ea-tech—w-i Authority and is ewned either- by the Autherity er by a private entity, but in all events is eperra-ted fer tha—benef—It efthe SIAGTI'e"riy—and Ca 11 the Members. 1.44 1 "Joint Facilities" means an integrated resource recovery facility, performing one or more of the functions of an . :... . . sh>IRRF a : . '� : ;.. a ed:::>.''by..",: ::<:th.e;::.:Author: t. rh :ch' f.ac "lt:: :;:<::: 'rav :d.esi:€:<:so3: d .. ... .... ..... ...................... .... ............ .. ... .........::..... .:....... .. .:. .... .:....:...... .... ;o >;><som:: :< ... fie < >.....;;. .. er' ''a .: . 's '«<' ur2 waste.:::::services:'::><for... all.. f e:...of.;..t.. ..:.:memb.:::. .:: encie:..:!;:::;.::.::..:::::. . servaces;:<not>.:be3n > in;;:conf l i:et:>:w; th ;the; ;sere ees::be; n rov aei:I;`b ........ .... ... g.;l?. . ....: ::Y :...: . :.:::. :... .. .: . thoe::e:::�nember::>a eric es::and;e .grated for the;1 enef'it:,o <`;the :q hors t : 5.. ::::. .:.::..:...:. P Y .:::... ..:.... adents within :.. the �ursdictzonal boundaries t :::::.:::::ttiie f or t -ieh is ieea-t�� in th e€—tai= _` `�„-=t1 Y:: and s ewned bythe ?!embers di _et . �l 5 - F:\DMS\KLA.DIR\0044774.05 1.4-1-1'2 "Law" means Articles 1, 2 and 4 of Chapter 5 of Division 7 of Title 1 of the California Government Code (California Government Code Sections 6500, et sea. ) and all regulations adopted under that legislation, as that legislation and those regulations may be amended from time to time. 1.441.3. "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. 1.4:14 "Member" means any of the six signatories to this Agreement and "Members" means all of the six signatories to this Agreement. 1. 435 "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 IRRF, any Joint Facilities or any Sole Use Facilities. 1.x5.16 "Sole Use Facilities" means an integrated resource recovery facility, performing one or more of the functions of an IRRF, whieh is -1eearted--within the beundarry—ef the ".,t err;t.l, and 3s owned either by -one or more, but not all, of the Members directly or by a private entity, but ah2ch in all events is 6 - F:\DMS\KLA•D[R\0044774.05 operated n a:;manner;:>:not; > neons istent; w; th the; :;o erat' ons' of :the P P t:hority and for the benefit of one or more, but not all, of the Members. 1.347 "SR&RE" means a source reduction and recycling element required by the Act (California Public Resources Code Sections 40000 et sect-.-) , as that element may be amended from time to time. • 1. 4::; 9ir-eeterrs---means the faefab e,-= e that represent the-Gitiesand—the Distriet. SECTION 2 . Purpose. This Agreement is entered into pursuant to the Law. Its purposes are to provide- for the joint exercise of certain powers common to the Members and for the exercise of such additional powers asare conferred by- the Law. The Members are each empowered by the -ILaws of the State of California to exercise the powers specified in this Agreement, to comply with the provisions of the Act and other ��aws, and to acquire, construct, finance, refinance, maintain, operate and regulate an IRRF, Joint Facilities and Sole Use Facilities. 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. 7 - F-\DMS\KLA.DIR\0044774.05 SECTION 3 . Creation of Authority. 3 . 1 Pursuant to the Law, the Members hereby create and establish an authority and public entity to be known as the "West Contra Costa Integrated Waste Management 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. 3 . 2 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 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 the ...... .... .. g nal Agreement. It shall continue ............ .. ................ until dissolved by a vote taken in accordance with Section 8 . 6 - 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. 8 - F:\DMS\KLA.DIR\0044774.05 SECTION 5 . Powers. 5. 1 The Authority. -.is empowered to acquire, construct,- finance, refinance, operate, regulate and maintain an IRRF, 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, if and to the extent permitted by the Act, to adopt and implement an SR&RE for all or any portion of the area included within the Authority's boundary. 5. 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, including contracts with any Member; (b) to apply for and accept grants, advances and contributions; (c) to employ or contract for the services of engineers, attorneys, accountants, planners, 9 - F:\DMS\KLA.DIR\0044774.05 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 IRRF, Joint Facilities and Sole Use Facilities, as well as any and all services provided by the Authority; (i) to hire agents and employees; (j ) to exercise the power of eminent domain for the acquisition of real and personal property for the IRRF, Joint Facilities and Sole Use Facilities, or for the acquisition of the 10 - F:\DMS\KLA.DIR\0044774.05 IRRF, Joint Facilities or Sole Use Facilities themselves; (k) to issue Revenue Bonds, from time to time, 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 IRRF, Joint . Facilities or Sole Use Facilities; (1) to sell or lease the IRRF, Joint Facilities or Sole Use Facilities; (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 IRRF, Joint Facilities or Sole Use Facilities; (n) to issue grant or bond anticipation notes for the purpose of financing or refinancing the IRRF, Joint Facilities or Sole Use Facilities; (o) to require that the Members direct all of the solid wastes generated and collected within 1 1 - F:\DMS\KLA.DIR\0044774.05 their respective boundaries (or specified portions or specified types of such wastes) to the IRRF or - joint Facilities, it being understood, however, that the Authority is not empowered to require the City of El Cerrito to so direct any solid wastes collected at the El Cerrito Recycling Center (as it currently is configured) unless the City of El Cerrito so n"or ::.� u. hl consents)— tory. empowere o ........ ........ .. ... ... . req t :a:.C6un:. t require s�: e:: y .1:.. ..... . ......... .. .................... ........... ............... V............a..........t.............E. .�..: .c....o.... .11:.ect: e ................................................................. ....... . . .......+ e � .are.....aa . . ............... ................. ....... s: e :;.::o '...the :..A:u: ori y: 'd b. i . ..... boun. ar ... . ............................... :... ...................................... ............ (p) to require each Member- to include some or all of the tipping or other fees or charges, paid to the owner or operator of the IRRF or Joint Facilities in connection with the waste stream of that Member directed to the IRRF or Joint Facilities, to be "passed through" to ratepayers within the boundaries of that Member; ai:�d to > h be 0.:. e wire each Mem r:�.:telude`: ........... r clul ,;��. .. .............................. .. .. .............. .................................. ...... ... ....... .. Or. or ::cha.rges .��Imipbse ..... :;:;such.............. ............ . ... char.................... . ...... .............. ....... ........................ ecru fired'Authbilt' s e ........... ... ..................... ........ .............. -- ----- --- ......... ............ hue:�:��:i q..nds i5bI i4a. :i.on..:to: :the::::hol:ders :o-� t ............ . ........... .... .................. 12 F:\DMS\KLA.DIR\0044774.05 t < be !' ass:edthrou' h"<<:<:to;::r:ate a ers :w thn .. ........... ...... :::.:..:.....................::..:.;:.:;.:;.:::<:>:::.:,...:::.:.....::..:............ ...;." ..:.::,................;.::::..:.::...:..:..::.....:::........... the >bounelarzes<:»of::>:>triat::'Meinber> anc3 fi :: ;::: ::' .: " 'Pr de :. dYm :ca>:r:.:geu .... ; Author t ::> in.:::the<;;>event<::<:the>: Member wastestream is at ;;an time n::<'who:l:e.: ar: ..Y: ..:. . ,. ;a;rtt ;rich; ; r:oees5ed :::throe h::the;:;;:TRR ; ;or< 76 nt 3°` tes >€:due >::to >:the >: unavai el d :::of:;:the TRRF;> to. :;rece.:�v;e;;obn: ro;cess;: >mater ;an : :::::::::.::::.: :::: .. p. (qt) 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 -1-taw and such restrictions upon the manner of exercising such powers as are imposed by -IIaw upon the Members in the exercise of similar powers. The Authority hereby designates the City of Richmond as the Member required to be designated by Section 6509 of the California Government Code. 13 - F:\DMS\KLA.DIR\0044774.05 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 an IRRF, Joint Facility or Sole Use Facility is or will be located. SECTION 6 . Boundaries. The boundary of the Authority M.....L........ .a::.::::::..::.�::.;:.>:............... shall be the consolidated boundaries of the ��� Ctles<:and' t:he .:..................... . .... ......... ........................................ est Contra: costa :Sanitary:..Distr1c If a Memberwithdraws from the Authority, the boundary of the Authority shall be modified to exclude the area of the withdrawing Member. This Section 6 shall not prevent any IRRF, Joint Facilities or Sole Use Facilities from being located outside the boundary of the Authority. 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. 14 - F:\DMS\KLA.DIR\0044774.05 7 . 2 Directors. (a) The Board shall consist of . nine nIne Directors, one from each City (other than the City of Richmond) , one—Trete—t-he the three from Tl�re the City of Richmond and an ex officio Director to from the County. Upon execution of this Agreement, the Members a shall appoint s`�-4-7e-invited their representatives to the Board and one person as an alternate to serve in the case of absence or conflict of an appointed r. eCt> :,,< Directo and >:Al:ternat:e> D, rectors . . .. ............... that >2ave; b.eendu1 ;:;;a o :nt:ed >aricT><are;<s:ervan . ........ .:.:.:::.:: . ::::::::::::::.:::: :. .;;:.:::::::::::,::.::::::: he time> :<:<:of:>;>:::>:the >>;r:est :tement: >: :<:>::: s at:< <...t a �af.......thi ....... .... ................ ................................................................................................................................................ ................................................................................................................................................................... ...................................................................................................................................................................... ..... . F,greemen may ntinu o s. r in that ... : .. ........... ....:.. ....................... capacity Without: further; ac; , ;on;:of ;the; Member: (b) Each Director and alternate shall hold office from the first meeting of the Board after appointment by the Members until his or her successor is selected by the Member that elected that Director. Each Director and alternate shall serve at the pleasure of the Member that he or she represents and may be removed at any time, without cause, in the - 15 - F:\DMS\KLA.DIR\0044774.05 sole discretion of that Member. However, a Member shall not remove a dDirector or aAlternate l re' ct:or unless, before the next meeting of the Board, it also appoints a replacement dDirector or alternate. (c) Each dDirector and aAlternate &.11tc'ctor o;th'er han<;thee::Alt ernate:;;;of:;the ;Countyj shall be an . v elected official of the governing body of the Member that he or she represents. If a Director or aAlternate Director ether ' than t2ie Alternates f;br tY e: County ceases holding .. g any such elected position, he or she shall then cease to serve as a - dbirector or alternate. The Authority and the Board shall be entitled to rely on a written notice from the City Clerk ( in the case of the Cities) , the—Gis-tr-iet Glerk -(in the ease --ef th-e glstr-le and the County Clerk (in the case of the County) as conclusive evidence of the appointment and removal of dDirectors and alternates representing that Member. The.:;;Alternate;:.:D rectors:: for:::the': Count; ;:::;;shall . .. ; Y . .. .. ....:. meef; , I l>;o f;tYie;: ;ollowing. cr to *3a .:........... ............ ....... ... . ............::. ...... ..........: ..... .........:................... ..... ... . .................... ......... ... ..................... . ...... ......................... 16 - F:\DMS\KLA.DIR\0044774.05 .;..:.. ..:.......::.: ....:..::.;..::: e;:>:a full.;; time resp ence><wthri: .. . .. .:,<:.....::::.. ,.... unincorporated;;;;;<' .0 ,area w, thbo ; ;n<< > the;; undar ......................... ........................ dt:.or2.::1' ; :and n6t;:Mbe aff 1 aten::;an <manner><w; tli Y :bXM a us; rie:ss << engag e col] ection;: tran'sf:er ; r <clsposal` nf > aste. ;the ;<collecton tr.an ser or gurchase recy c l ab3"e'mater a'3 s' " at :be 'an em to ee;: of;»:>a ; »:»::::Member Agency or> a >member;>;of: the:; overnIn body; o f any: Member: A«.m c`: 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. 7 . 4 Officers. The Authority shall have seven officers: a Chair, a Vice Chair, a Manager, a General Counsel, a Secretary, a Treasurer and a Controller. Except for the Chair and Vice Chair, • none of the officers shall be an employee of any Member during the 17 - F:\DMS\KLA.DIR\0044774.05 period that he or she serves as an officer of the Authority. None of the officers (including the Chair or Vice Chair) shall be an employee or otherwise be atf.iliated _with the owner of. the_._IRRF (if the IRRF is privately owned in whole or in part) or the operator of the IRRF. The dbirectors shall select from the Board a Chair and a Vice Chair who shall hold office for a period of one year commencing July. 1 of 'each Fiscal Year. However , the first Chair and the first Vice Chair shall hold office from the date of appointment to the June 30 occurring in the calendar year after the calendar year in which they are appointed. At no time shall the Chair and the Vice Chair be representatives of the same Member. No person shall serve consecutive terms as the Chair and no person shall serve consecutive terms as the Vice Chair. Successive Chairs shall not be representatives of the same Member. 7 . 5 Chair. The Chair shall preside at meetings of the Board, call meetings to order, adjourn meetings, announce the business and the order it is to be acted upon, recognize persons entitled to speak, put to a vote all questions moved and seconded, announce results of votes, maintain the rules of order, execute documents and official actions on behalf of the Board when duly ....................... approved, and carry out other duties set forth in any s adopted by the Board. Notwithstanding the foregoing, any Voting Director shall be entitled to place any matter reasonably related to the business of the Authority on the agenda for any meeting of the Board. 1 8 - F:\DMS\KLA.DIR\0044774.05 7 . 6 Vice Chair. The Vice Chair shall serve as Chair in the absence of the regularly elected Chair. 7 . 7 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 Manager shall have a background in publid ' management, solid waste management or a related field. 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 . 8 General Counsel . The Board shall employ or contract for the services of a General Counsel who shall be the legal officer of the Authority. The General Counsel shall advise the Authority on legal matters. 7. 9 Secretary. The Authority shall employ or contract for the services of a Secretary who shall prepare, distribute and maintain minutes of meetings of the Board and any committees of the Board. The Secretary shall also maintain the official records of 19 - F:\DMS\KLA.DIR\0044774.05 the Authority and shall file notices as required by Section 16 of this Agreement. 7. 10 Treasurer. The Authority shall employ or contract for the services of a Treasurer who shall: (a) feport to the Manager; (b) receive and provide for the receipt of all funds of the Authority and place them in the treasury to the credit and for the account of the Authority; (c) be responsible, upon an official bond, for the safekeeping and disbursement of all funds of the Authority; (d) pay, when due, out of funds of the Authority, all sums payable on outstanding Revenue Bonds and other indebtedness of the Authority; (e) pay any other sums due f_m the "._the _ty duly a;utho"xi. ; >for ;<;;payment from funds of the Authority, E ntrell r- o f the AHther i t y; 20 - F:\DMS\KLA.DIR\0044774.05 (f) verify and report in writing on the fifteenth day of July, October, January and April of each year to the Board and each Member, as of the end of the preceding month, the amount of funds held for the Authority, the amount of receipts since the last report and the amount paid out since the last report; (g) invest the Authority ' s funds in the manner provided by Law and collect interest thereon for the account of the Authority; and -(h) attend meetings e€-the me-. 7. 11 Controller. The Authority shall employ or contract for the services of a Controller. The Controller shall report to the Board. The C-entrellershall draw warrants to pay demands against the Auther-ity when the demands -h-Aye been duly apptaeved the Bend, as i B e n e ed yth=signatures ef the- hair e€-the Beard and the manager er as ether-wise auther-.1peel by reselutlen ef the Beard filed ith the Treasurer-. The-Eentreller--shalu rep?=t all receipts and disbursements and comply with the Law. The Controller shall arrange for a certified public accountant to conduct an annual audit of the accounts and records of the Authority. In each case, the minimum requirements of the audit shall be those prescribed by the State Controller for special districts under 21 - F:\DMS\KLA.DIR\0044774.05 Section 26909 of the California Government ' Code, as it may be amended or replaced from time to time, and shall conform to generally accepted auditing standards. The records and accounts of the Authority shall be audited annually, and a report thereof shall be filed as a public record with the Authority, each Member and the County' s Auditor not later than six months after the Fiscal Year under examination. The costs of the audit shall be borne by the Authority. 7 . 12 Access to Property. The Manager and Treasurer are hereby designated as the persons who have charge of and access to the property of the Authority. Each such person shall file with the Authority an official bond in an amount to be fixed by the Board. The costs of those bonds shall be paid by the Authority. 7 . 13 Officers , Employees and Agents . None of the officers, agents or employees employed or' hired by the Authority shall by reason thereof become officers, agents or employees of any Member. The Authority may contract with any Member for any services, subject to approval by a majority of the Veting Directors who do not represent that Member. None of the persons whose services are supplied by a Member shall by reason thereof become an employee of the Authority. 7 . 14 Other Managers. Subject to final approval by the Board, the Manager may select one or more persons or firms to 22 - F:\DMS\KLA.D{R\0044774.05 4 manage the acquisition, construction, maintenance, operation, regulation or implementation of the IRRF, Joint Facilities, Sole Use Faciliti-es or SR&RE. Any such person or. firm shall report regularly to the Manager and, if requested, to the Board, on the progress, execution and status of the matters for which that person or firm has been assigned responsibility. Such persons or firms may be authorized to - "subcontract with engineers, consultants and other parties, subject to concurrence of the Board or the Manager and consistent with the rules and regulations of the California Integrated Waste Management Board. Nothing in this Section 7 . 14 shall by implication prevent the Authority or the Manager from appointing or hiring additional persons or firms to perform or oversee these or any other task. 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 fixed by resolution of the Board. 8 . 2 Special Meetings. Special meetings of the Board may be called in accordance with the provisions of Section 54956 of the California Government Code. 23 - F:\DMS\KLA.DIR\0044774.05 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 sec(. of the California Government Code) and other applicable -ILaws of the State of California. 8 . 4 Minutes. The Secretary shall cause minutes of all meetings of the Board ' and any committees of the Board to be kept and shall, promptly after each meeting, cause a copy of the minutes to be forwarded to each Director. 8 . 5 Ouorum. Aa-eft--ethe-Ve-ting-Dreeters- shall ee nstit u te a qiaerun-€-erthe-tea n s a etia n e€ business-e€-tete e*eent that_rlbir-ee ers e }haat.g less than a quer-:tea may adje ,�.. .. ., .. ,,.,E, ., -- __.. A ;uorum shall: exzs t ::.�ah:en ;;a;:;ma ort of;;:� rect:o�s>are .J Y. . _ :::. resent and:>a:ma grit of`the Member<'A en.ces'>are;:re resented:<>b > a :ec ra:.:>::>::> ha e: quorum s al e :: re u' ed « D::.z'.:::. t.. :...:::.:t.;:.:; : .. t.;::.;fie::ging A;;qu m :.: h> .:.;b : .:. q.:.:I '. tansactiQr of': buf the. : Boards except: ;.that Directors ur britt:",;.,.> t:i,:.,<,;,. ,e,s:`.:.,,,,...h....>' > .... .:.:.....:.: < <a< >`a n .an :«meet �t ng i s"Eh n a quorum m y dIo y .ung:.< 8 . 6 Voting. Subjeet te Seetiens 7 . 19 , 14 . 1, 14 . 2 and pies ent e d—t a—th e Beard €e tea- Ye e. The-diree t e wed--bike Geunty shall be—eat—effig-re—and shall net vete. The Beard h i i. speeif-y--b'y rese-lutien,€rem ti e-te tme what- ypes--e` eleeisiens shall be presented te the Beard fer- a vete and what types ef- d ee i-s i ens-shall ;e-de-ie—4-1 to the Manager-. Eme ep t as p r-e v id-e d 24 - F:\DMS\KLA.DIR\0044774.05 Veting Direeter-s shall eenstitete the aet of themed. dub:•eet t Sect3`oris13 °<<>1:4' 1>:>»14' 2<and1S'<::each:Drectbr> s2ia`11 h , ..�.::::. :: : :.:::.. :,:: .: .:.. ...:::.:ave.;one::>v:ote :::,.......:........:.:::::.;.;:;:::,::.;::. ::::<.;;:.... ;;;:.,,, >,;::.;..,:.;. :; ;.; ;::.: ::.:.....:.....................:: .:.;..:: ...::... an::>:all;<>xnatters< 'r:esente to<>the Board "for: a> vote > =«:; he >Soard :s :::::::.:::::.:::.:::: .::::: ::::.:::. :..:: :::.:...:..::.. :.: ::.: . :: :. : .:: ha 17 :......::::: .... :.:::,:::::.::.::: P:.::::.: ::::::: ..:: :::::::. :.::.: : : .. : . � pep. h Yp .ode c sY ons t shall:::; be presented ;theoar:d for' a of acid what types . of b..,de:l:e aced .to:the Ma ger.,. . Exce .as,. rQy Teal;.:.dn ..g:.. . p p . eot; s;:.....: »::;, :: < <> d d :ma t> n»;< >: ��`:,.:.::: on ;:;.::.:.:::13,:::::1; :..;3:.<an: .; 28 :: the ;'B.oar. y ac whe.:: :.:. 1 ::.W,is m ;:.:t r t . ,):: :.::: 7 o ....... he>>:D rectors< :yate; aff: rmativel and ;: ;2 a .... um<:::of>;;>three : re:;cto:rs> frr:om<:three s.e arate: member:.a enc:ies.;:vote: aff rmativel:'' ;::. ::: p;..: . ; .. g . ...:.....:. ...::.::..... 8 . 7 ByLaws. The Board from time to time may adopt ....................... bylaws= lards for the conduct of its affairs, provided that they ........:.........:..: ...... ............ are not inconsistent with this Agreement. 8 . 8 Budget. (a) A general budget for the Authority ' s operations shall be adopted by the Board for the ensuing Fiscal Year prior to June 1 of each year. The 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 IRRF or Joint Facilities. Any budget for 25 - F:\DMS\KLA.DIR\0044774.05 Sole Use Facilities shall be maintained separately. Approval of the 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 on ..entr ................................. and as determined by the �o�Tel-lei--t'rea`surer. (b) A budget for the acquisition or construction of the IRRF or Joint Facilities shall be adopted by the Board before the Authority commits any acquisition or construction funds. It may be amended if and when determined by the Board. Approval of the IRRF or Joint Facilities budget shall constitute authority for the Manager (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 and construction of the IRRF or Joint Facilities. (c) Budgets governing the acquisition or construction of Sole Use Facilities shall be adopted by the affected Member or Members and appropriate accounts shall be established and designated as such Member' s or Members ' fund. Disbursement of such funds by the Authority shall be made only upon - 26 - F:\DMS\KLA.DIR\0044774.05 receipt of written authorization from the 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. SECTION 9 . Joint Operating Fund and Contributions. The Authority shall establish a joint operating fund. The fund shall be used to pay all administrative, operating and other non-capital expenses incurred by the Authority. Within 10 days after the date of this Agreement, each Member shall deposit into that fund, in . cash, the amount specified after that Member ' s name- on Schedule A to this Agreement. All moneys 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 Chair 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 other Contributions of funds to the Authority 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. 27 - F:\DMS\KLA.D1R\0044774.05 SECTION 10 . Records and Accounts. This Section and Sections 7 . 10 and 7 . 11 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 acquisition and construction and the maintenance, operation, regulation and administration of the IRRF or Joint Facilities and all financial transactions of the Members relating to the IRRF or Joint Facilities. 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 inthe resolution. ...............................................:.:............::...::.........,...:....:............................:..:.........................: C�..... iif ;Fac Pities` : :rancfhrrtYe lThe: Authort . : hbsoleo ': :IRR: and>:::: nt<:<:Fa' s: >: each :: Member "'Agency :> hereb e:e...a es off.:.:..;:;; c313tie and : .; ......: Y .;:.;::;:: 9>. :;; .;::�: ass ns and:tb-r.;.otherw!se :trans f ers :to :the Authority an owers th ; 5 . ....Y ' P. ::. 28 - F:\DMS\KLA.DIR\0044774.05 ::«<:.::.: :<.<,,;<; .::;::: :. t . ,..: :tri .:.: ...:..:::.,..,...::. At :;;Mem er >;:.genc.Y.:»maY > aVe;: WireSpeC ;> o ; ssu g; any>>.,r:anc.; , ce dor; :the TRRF or :Joint Facilities ;provided that: a :>:<:>:Sadfran'chisenot «be;>ccm ;e ;zvel :: 4b3:;. Authority will . conf.er '.:'with :::the..°: Member Agency ma3cing sand delegation prior to executri ;;;a;::;:frariehse a, reemeth3 ntwth :a ::< r 9 party::: : for the'; IRRF or specific Fac%I` ' 'es' and .. ............................................... ... ........................................................ c ;:<:»>An ><::FrAnc.Ase.;>:Fee <if: lev; ed> b the:` ut r t; : :. X ;:.;:.;::.:;::.;::::.: X.;:.:::.;:;:.;::;.;;,;;;:.; sha]l .be used solely to pay the costs' .and t ;nancal obigat :ons of the: Autlort IT-2::<::permits:.:;>::>:::lice.nse.s:: or.din:ances:;' :::rul:e.sre:. ulet° on:s ......::.::.:;:: r::.:;:: ." � >:ah. :a rova:ls :of:>:<a°><Niem er>:;A enc »:necessar o e ev.::e; :o :men p 5: Y : .. . Y::. :::::.:::::::.p::::.::::::::::t: on on:;;.:>::»::: ,. nancin ; .;;:;. :or: :<:o eration;:;:of: »the ::<:ZRRF < dim t et:?._.... r::;:.;:.;..f . g,:. :... p.: .:......... .. ....::::.: .:::::::.;: 'ac:Y;3;Y:t: ;es:<s :a3;1;:<:nct;::> ontan;:> rov: sions t :at:...arenconss, en: : p tth: ternement ordinances :rul'es:: ::::re ula:t: o.n:s ,:.: ,.:.;::.::......: :.:.:::,.::.:.::.::.::.:::.... anti any approvals' of:<a:°.Member Agency Shall not contain .requirements .:. .................. ... o €> 6.06p ie:vemen; : <;an ;< r�ras e;<mana emen. ;<;or ...: ....:::::,::::.:::.: cl :vers on; :a.t the:::ZRRF` orJoint Faci: itzes .wi:th>:the>:>exce t.�on : .... ... .:: :.;; .. .......... . P::::;.:::.:::.. ;;. ........................................... 29 - F:\DMS\KLA.DIR\0044774.05 of the.:fac�litaes' ermit. .issued by the Local Enforcement Agencyr or ts: successor eforth below 31 4, factltes.;.:<.;;:.;p.ermlt;.::.;:::: ssued:.::.;::;<li :: :>;the;::;<:::I;ocal .... Y ... En :orc.Qmen »:A. enc. < :>:::<::or:::> :ts:;::successor: entit ': ursuant ::to>;<`the:'>Act .: . ........ .. •;. M cot ta° :'re u:x ements`: . ertaln�n ;;:to achievement:>:of:<:::sal r�:.:<:waste ::::X:::.::. q: ::::: :::::::::: ... . . g..: ...::....:. management or diversion goals at the TRR ;or oint:;Facilities :fly to ;the extent that ;the;; Act;:; or ;regulations Issued by .the°..tate ursua t;;; <:: to :: >:>: n there re ure is the. >;>;inclus3on of such:: :;:: oals< `<:or q <..:. .:: .. ... 5 30 - f:\DMS\KLA.DIR\0044774.05 :......:...............,.....................::.::.,,::::.::..,:.::.:::::.:...,; Rite`:>:Regulation..: 121«:'IheAiithor: t i;:>s1ial1 be solei res nnsble<::>for;:>:t .. .......... . . .::.::.. . ..: Y P:.: .:.:;::........ he. .. .... :.. ::::::......... .. :e ulat on:>:>of > rates<:»::>f:or:<::«:: he><>IRRF::<and ; Joznt litach :.:::::: : .:::. ::..:.::: ... :: . :.:.:. . .: ...... ... .: ..:.:::..:..:.::.:.::::.::.:.:. Member AgencX hereby: delegates, assigns and/or'otheriise transfers e : >::; s . ><ea <Member> nc ...ma .;:;:; e«:w>3. otle ' tth;ar....t .:.an ,.,. :ower that ch.. . :: g...::::.. ::hav:.::::.::.:th Y Y:.,.P :...:..Y.........X.....:.:....... ............:. ::. :..... .................... .. .. ..... ................ respect to: the establishment.::of rates for the::°' .::; or :: oirit bac I 'es GR "I^"' . Rates . 1�` 2 The Authority shall establish rates to be . charged at the IRRF or Joint Facilities in amounts sufficient to provide for the efficient operation of the IRRF or Joint Facilities, to discharge all indebtedness and liabilities relating to the acquisition and construction of the IRRF or Joint Facilities (including, without limitation, any Revenue Bonds issued in connection therewith) , a-i4 to accommodate the planning and ... ............................................... implementation of activities required by the Act- e...nd;: foamy :..:.:er,,::; s:;;'o:.,<> :,a>'.;:.:.:.,;;.;: : ;:;ob.:` :'; `o:;;>::<; Qf the:<' uthat>::> > oth eos r fin nczal l�gat 'on .. :ri y:::: .. . 12::3 ::Authority : sfi:a :provide for X payments to Member .;:.:.......... .. A :encles< :<as: ar:t:::>::>o.f::<: IRI I' >:ra:tes:.::` :onl in<::: accordance :>:<::wzth>: the p .:: .:: ..... ... .... ..... .:. Y ...... ..... .................. .................. ...... ........ .. ............ .. ................. ` ow-In l t TA i<< >Menib`er: ;>A ene sol d:..'..t riiaria ement << osts t: 1Y:.; :. 5::.::.:::::.::.::...>::;.;::::::: .::...... ::.....,....,.. ........... .................... .......... ........ .:.. ..:.:..., :::.....,:::............ ....... ::.::...:.... I iiteel to :................... ................ ........................................ 31 - F:\DMS\KLA.DIR\0044774.05 .::......:;.....:......:::..: 1 Those :r.eanon:able;:<; ;n:ecessar::y :and.;;: ruderit''; and;ver ;f iab 'e-;cost 'aetu-A ricurr:ed ;b. Y v the Member Agency for sery ....reasonably related >to :the regulation;;;::and;;<permttng. of the:: IRRF ;pursuant:>to: ;State::< law::: or regu;lat; on;'provided; <tlat: s;a; ;d. ;casts;:;ars ... .... ........ n........................e........;...r..e....s.... .o.. n.. .so ..................... ............... .................................'.o........n....e...r ....... ... .. ...tY... :... .:.. ....... .. . ...... ............................. ri.ox r:. .....a::;;:.;:,e:: :.:...... :» anY.::;o.;..>:.::>e:r: s°:urCe:: ::.. .. . .................................. . . ( )`< ose..:reasonable;; : necessary;; and :;pr.... u3ent ..... ... . ... ..... ... ......................................... : ::...:......::......::: :.:.:, ........ ..:....::::.:.;...:..:...... :.............. .....:.:.............:.:::............ ancT:v;er f fable ;costs ::actu-a lv;incurred by ::.::....: ... :..>;;:;......... .;::..............:::. the ;.:Member.;;'Acjenvy: n;>accordance;;;;wrta >an agreement between the Authority; and: the ................................................... Memi�:er�: Ageri'c:y ............. ..... ...... .:. . ... ....................... ............................ f31 The :: reasonable:> share ......Z. ............ ........:...::...... ...: :...,.. ....:.::...::.......::.:........ .........:.:....::.:.........:::. was; e ::managemen 'ecs; s:<'a `: oc>a:.: e ::;o >>;;:>:e ea; within. : :';the. ;:; boundar ::: of<:<><:<>:th Y.. :: .. . : . .:::: :: :. . Authority:. _:: : :: :.:. .. ..: ........ b: n ncreas:e: <>.>; n>:;; Memi�er ;:»A. encY: cost `::> for ;:::;:;;:;:;.;;;::;;:.;y.;.;;:;.:;:.;:: .. ........ ........ .:: .:: :: : :g.. :.:::.. seroc'es: resuT:tinc3 `from a......n. enactment; of state. law..... amendment ; o.....................;or;.>::;;regulations Prom lgate",.,:.thereunder. >:::ccurr ag< after ,th. . . .........: date:;;:.; th, s.;::;:a reementhall :::; alsQ:<':`.:::be r:ecoverable<< as <;part >.of ;IRRF rates: : Ovide 32 - F:\DMS\KLA.DIR\0044774.05 th'd Yie;;;<' c;r terra s eci€� ed;;>:>::>: n<:::: >Sec - .. t1. n ............ .......... are met and further prosrided that said statutory ,.or regulatorX changes are e»;;; 5.:encYe;:;; controlof ;th :Mmbr :beaondh .; r,eque'st ncg r:e'covery (e.. ..hosts incurred . .Member Agent�es '°`€or ..solid WAS:. a 'programs undertaken: to fulfill :a' Member Agency s responsibility ..under the Aet shal>1 no;t;> be; recoverable fr;om';IRRF ;:rates: ;exce. t as.: . ..:. : P'.: provided:``b...this Acgr;e`ement ... .. .................... ............................................... .... .......... ..... .................. ,..:,.:'..: ::.:::b: .::i.::::.::.,:..::.:..r...::i:...:.. ....::.......:' .::::::::.:::.ii::..:.:::::: :i:::::.:":.:; ;r.:..:.:':::.::.::.:.:":':i::.::.i:.:v ii:::v..::•.:.�::::vr:..::•:} .: s.::::'::::: ci ::: €':Nflt anon:>::>:>Fee levied::>:°b >::»::the:> :>:cou 't:.;>::::.-,.:-.. .:.:,:.:....:...:,:.....:..:....:................:.....:.....................:.................::...:... :...............:..:..:...,..:. :.. r ::.> the r.. aso a:b. ,e: :;:.:cosi Q ;::. rovdn. mitigation not deemed to be the responsibility nf.the :project owner, provded..sad Butt at :ori costs .are reasonably .;related to .::e exiI. e.n. ie o eratzo. of: the ::IRRE:: or: >:s .ec f ;::::;point p:;;; P ;;;;;:X ...........:.:. e:..F. l.it i..s Such <:n:..t,l<:. at l >';:,.;:.;::s»';:. ..:.<:.::.....;..,,._,. : ; ::<;::; .;: 1gon:>feeshall be determined based :on procedures ..:for f ixing of ..... . . .. .. .. .. .............................................,........>...:............ said :fees:::to;:: be: ads ;ted:. b :. the Author3t and P . Y ' ...................... courrity .4 IRR ' rates shall be established by the. Author�.ty:;;anti shall. be un> €orm 'f.or' all :sections of': the area:within the:::btZundary 33 - F:\DMS\KLA.DIR\0044774.05 got�ie :--thor-t ... rov�:ded<; that;: the <Authorit iria ;;<set><ci Pf:.'. . .. Y.::.:.P:::.: ;; Y :.::. y . ..:.;..;;. Brent ....................... ras te ....................... ....................... ....................... ....................... .................. . :1: »<; ::F::or: sections><>of>:<the ;:;area wi:.thn; the >:boundar .;:1Y flf the ; Author t <...v..hosefrac ch s n :author t : .......... does not. ; provide the o1ec n franchise a r::e'emerits> eorita nzn »covenants:::...In:<a:>;form>;::and coritentecessa ta ;;:::the ;:>f3>nanc;i:n ;;<:o£ :<the . . ........ .. .. ZRRR the > :>`.: :.e »:.>:,..': »::,X ';..:`...<e ::-2< «U.T.or::;>:::an. :>: >sect on» of .. ar . w.ith�n:.: th bouncTar; o:f;:>;>;th;e ;: Author:it whose;:;; ranchs; n author; tft;ee ;. :.;: 15.a:;; :::d:a.ys::;;;:after ..:..:.:..........:.....:............:...;.:..:.:.... rete apt; of;; a;request f rom :the A . :horny, :does ver`>co2lect4nfrand ise,.a neem nts..t the«Authort contarin n . ;t`s > lri >:.: fo.:: ..... ... ..::;;: ; g.: :.: :; : acid:' coritent<; coe;erniri wast;e : ;cQrim: tmerit; 'anc g ::..::.::.::.:::.:W.:.;:::.:. .:.,. the;:.;:.;;;;.;:;:.;:.::..::::.;:.:: :;..........,..:.;..:.... ..:...:.........: e q a.::...... f: nancn. of>:>the; YRRF`:>and<:::o eratons.;:::::<af>::>te A'U"t h ority . 3 >>: Ai >»ar.ea that'. :.s<:adcled ::t:o:.;>the .. . .:r:�;t...,< a:::.<:.::er tt'e dat`e;'<'of 'ths ::Agreement 34 - F:\DMS\KLA.DIR\0044774.05 S;;;An an ::::::a:: l::;:costs .or;: financial::..obl:ictat or s: incurred .. . :.:-:t : : b; >:>:the<::> uthart ma ><sub:::ect' :onl to .. he: . �mitatons« of> >3azi ;< Y.;::.;;:.:;:.;;:.;;:.:;:::.:............ Y.;;:.>;:;;:;:Y.:f::;;;:.::.:.:::,:7.:: y.. :;.;:.;....: ....... .; ;:.:.• nc:luded::: n>':tlie> :rates:t> $:EG"I'I:ON:::13::::::<>::::> >::;>Zmplementaton; of the Act; I3' 1< Eaclz'`<>°:Member<:: A enc ma .; : :gym lement<<:...S 1 waste. ro r:ams:> n:>addton: tc�:<the:::Authort >!:s ro rams;:: rov�ded>thatad 1..:::::.::.::::: .:. ::::::::::: .: .: :. . ::.:.:::::::: .- .::..... Y:: .... .p ..::l.:. .,.. :: :.. .:.......:....::::.. .::::.:..:.:::::::::.::.:::::::::::::::::.::::::::...:....::::::::.::::::: :.:.::....:.:.:::::::::::::.::.:.:..::::::....... P ..... , r:o ams.: ar.e:: nc�t: lncnris> stent: with: the;::Meinber:;A enc >:'.s:;'cbl'Y at: ons ..:..:::: .:: :: ....::.::.::: .:. : . ,..::::: ::.:: ... .. . ..:: ....... ....... . ..... .. . 9 Y :. :..::::: :.: :..._ :.. ..... p................................ ....................................... ... .... ...................... underth�s-:>A reement::<and:;further -> rovided>that:said:>:Member<<A enc ........... ......:...... .::. P .....:.::... ... . .... :.;:. ::: ...... . :.:..::. ;. ...::::: g:.: :.:.: ........... . ..... ..Y r:ogramt;;i ar;e ;c,00rd mated;;;with :th-e A .t.......1......orl ' :: :.:.....:........ . ... ....: .:. . ..... . . Z3; Exce t>:as:::: r.o..v ded<:::ift Sect on::::Z3:;:3:>and:-Se:ct P;: ;:.. .::p.... .. .... tie: Authority' s responsibility with respect to work.. neeessar ..to the::Member Agenci.es.'::.implementation of the: Act...:..,.u.....-.n...-...d.....e.....r this Agreement ; imYted >:»<to :»»' rov:zd n ::: >for; the ;::::;:ae u�s�tzon ;>::>«:c.onstrud. :.:...::.....:::::::::::. ::::::::::::::P..........:::....... g:.: .. .:......q ...... , :::.:.. ............................ ...... .... ....... .. 'f.-.,Yr anc n re; ;inancing :man enance, opera xon:an regu a :ron;;o :an : :...and....'orit' F:ac;Ya < .as . : 13 3Y Th:e A.u".theor:ity.:.::and=::a; Member:::A enc..;<»:ma enter»> n.to-;->_a ecntra.ct::<:>for<: .erformance;:<of>work necessar. :;=>:to ::a` :Member <A enc. ; >s : P ;..;. Y : . g .Y Yriplemeritat' on' f=the.;Act . the::: ev.:.ent;::.that:<::t1 e ::Aet. erm.its::: ac.. se>:.:.;... ..e:::.....: >:>:Q:,:' ...... ... .. P c3 :ers :o is n requirements or preparation of planning3ocumen or otherwise permits implementation of all or a part' of the Act ::on a 35 - F:\DMS\KLA.DIR\0044774.05 .::..........: ,..........: . ::::::::..:..::,;:::::::.:....:.....:.,....:...:..:..:......::.,..;:.�..:.;:....,,. ....:.:.....:: 2ndividual:::<;rMem re ;lona as. s' r:atYer.;>: <<;:thari ber:::.; Y . ... A enc ... : . Y urisdiet>ons, each Member Agency shall by resolution spee�fy the obligations of the Act to be performed .by the Authority :and this A. r ement;:: <s all::::>:<::::bed:::>:::as necessar. . :;:to; <;effeetuate::;>;;: 5.:. Y .: . ....: :. .. the .::::.::: : . . .. ...;: s: assum oof.......such ch;;bb:l: gat ions. . .Author t SECTION 3-xl.4. Failure to Meet Waste Stream Requirements. The Authority shall be entitled to cause the waste streams of each Member that are directed to the IRRF, Joint Facilities or Sole Use Facilities (or are required by the Authority to be so directed) to be monitored, pursuant to procedures approved by the Board, in order to determine whether federal and 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 36 - F:\DMS\KLA.DIR\0044774.05 violations. upon notification of any such violation or claim, the Member or Members shall take such prompt, corrective 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. ::::::...................:....:.:. .:....:::::.:::::.:::: ::,.:::::.:.,.:,:....:,.::.:.::::,,: .:. :::.. .:....,.:..:::.... . ::::,,.::::.;,.;,.:.:::...,...;:;::.; :::,.,,.:.....,:.:::::.:.,,,,.: ......... ECTSON:><;:;15 ::: :: Acce tance;:of :Waste :and Material's:>at 'IRRF >> r ::.:.:: :: .: : . the.;event any member agency fails to deliver acc ptable :c ion franchise agreements within fi€teen days after. ei ..of .requ : t so rom the Authority, ; .the Authority shall be `retie d;:::from:..:;any on::: to accept waste and :materials at the „:IRRF .from :;the ::::. :>:.;::::::.:::;;;.;<.:.::.:....::. :: . .... .... ... .. . . ... ...: ::. . ..... : J.S. `anal»:area:> fi r:>:::wh c: h::::>the :: acce table:>franch3se:><:a reement p. . ............. ..;:: J::::.:: ............................::::.:.....:.:.:.....:::................................. ......................................:...:............, has:not ::been,del; vexed.. . : ,11 :collection .franchise . agreement ;<;:shall C. Pita n::::covenants �n or. ::.and. content :concerning waste commitments as> >we]I ; ......other: much:> .ro inn as::;>ma:.<:;: .b : .::..:::: . .:.. :.:.... :.:...:. : ,.... ::..... ..: ..:::...::....:.. :::.:::.:: :.:....:.:::::: :.}..:::::<::: re u3red:>:>::>for::>:::the:;:>:::fnanci:n >' :of:;> the:; ZRRF>'and: ::o eratons:>:>::o#::::>:the .::::..:. :::.:::::. . g:::.:... P;. .: ::..:.;::.;:::;;;: thar t ` . SECTION 379-7 &'. Disposition of Assets at Dissolution. Subject to the then-applicable requirements of Law (currently Sections 6511 et sea. of the California Government Code) , upon dissolution of the Authority, the assets of the Authority remaining after payment of or adequate provision for all debts, liabilities and obligations of the Authority shall be divided among the then-Members in accordance with an agreement among them or, in the absence of such 37 - F:\DMS\KLA.DIR\0044774.05 an agreement, in the following proportions: three-==�}'.:c}'.:c ninths to the City of Richmond and one-e-g# h ninth to each of the other Cities and to the 91str iec County. Any assets that are not conveniently divisible shall be sold at a duly noticed auction, in which case the net proceeds from the sale shall be divided among the then-Members in accordance with that agreement or, in the absence of such an agreement, those same portions. SECTION -141'? . Withdrawal. -1417 . 1 A Member may not withdraw from the Authority unless it has entered into an agreement with the Authority, approved by a majority of the Veting Directors who do not represent that Member, permitting the Member to withdraw and specify the terms and impact of its withdrawal . No withdrawal shall be effective unless and until the Authority and Members comply with any then-applicable requirements of Itaw relating to changes in the composition of. entities such as the Authority if and when they have Revenue Bonds outstanding, as well as with all the terms and conditions of all Revenue Bonds and related documentation including, without limitation, indentures, resolutions and letter of credit agreements. 3:4 . 2 Netwithstanding S eetlen 14 . 1, at any time befere tie-Ate tyre r i t-y issues er eemnnits te—issue any Revenue Bends! (a) th 38 - F:\DMS\KLA.DIR\0044774.05 Autherri t y, Beard er an —ether Member e--��Te� R a y Pisti-iet, upen the vete ef at least fear Vetinej Direeters (ether- this S eetle n 14 . 2 shall reliego=e—the--91st e t liability incur-red by i-t--be€erre its w_`'' r-awa3 er emelusionr with t-hisSetien 14 . 2 ,—it shall be ent-it-fied—te a refund—ef any et-hcrwise that have__ t by _then been expended ee nn,itte-.. SECTION -1-5-18. Amendments Including Termination. This Agreement may only be amended or terminated by a written instrument approved in accordance with its Section 8 . 6 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. Signatures shall not be - required on any such amendment or termination by those Members, if any, whose representatives on the Board did not approve the amendment or termination, but such Members shall nonetheless be bound by the amendment or termination if it was approved as required by this Agreement. Notwithstanding the foregoing, no amendment or termination shall require any Member U 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 39 - F:\DMS\KLA.DIR\0044774.05 written instrument signed by a duly authorized representative of that Member. SECTION 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 +--I—.#. 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 days after mailing if deposited in the United States mail. U SECTION 442:1. 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 4 0 - F:\DMS\KLA.DIR\0044774.05 assign any of its rights under this Agreement except to a duly formed public entity organized and existing under the -Aaws of the State of California approved by a majority of the Veting 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 41'aw 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 -1422 . Third Party Beneficiaries. The Authority shall be a third party beneficiary of this Agreement entitled to exercise all rights of and benefits accruing to the, Authority that are specified in this Agreement. in additien, the-Ceunty shall be a third party benefie-iary e€--the--preyisiens . of this—Agreement that- relate te harreiate--te- is representative en tire—Beard--Except as provided in accordance with Section 5 . 2 (gr) , there shall be no other third party beneficiaries of this Agreement. SECTION -2-9.2. . Severability. 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 -14aw of the State of California or otherwise be unenforceable or 41 - F:\0MS\KLA.OIR\0044774.05 ineffectual, the validity of its remaining parts, terms and provisions shall not be affected. SECTION X24 . West Contra Costa Solid Waste Management Authority. Upon execution of this Agreement, the Authority shall be the successor agency to the West Contra Costa Solid Waste Management Authority in all matters affecting the Members or the Authority. SECTION 24. 5. 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 X2.6. Arbitration. All disputes that arise in connection with the interpretation or performance of this Agreement shall be resolved on- an equitable basis by a single arbitrator under the commercial arbitration rules of the American Arbitration Association. The arbitrator' s decision shall be final and binding on the Authority, all Members and all former Members involved or affected by the dispute. The Authority, any Member and any former Member that is party to the dispute may enforce any award, order or judgment of the arbitrator in any court of competent jurisdiction. IN WITNESS WHEREOF, the Members have caused this Agreement to be duly executed and attested by their respective officers, duly 42 F:\DMS\KLA.DIR\0044774.05 • o authorized so to act, as of the date set forth in the first paragraph of this Agreement. CITY OF EL CERRITO-, Mayor ATTEST: - City elerk APPROVED AS TO FORM: City Attorney 4 3 - F:\DMS\KLA.DIR\0044774.05 f CITY OF HERCULES Mayor ATTEST: City Clerk APPROVED AS TO FORM: City Attorney 44 - F:\DMS\KLA.D1R\0044774.05 •- Y CITY OF PINOLE Mayor ATTEST: City Clerk APPROVED AS TO FORM: City Attorney 45 - f:\DMS\KLA.DIR\0044774.05 r .. CITY OF RICHMOND Mayor ATTEST: City Clerk APPROVED AS TO FORM: City Attorney 46 - F:\DMS\KLA.DIR\0044774.05 CITY OF SAN PABLO Mayor ATTEST: City Clerk APPROVED AS TO FORM: City Attorney 47 - F:\DMS\KIA.DIR\0044774.05 WEST GG)NEPRA C-GST-A STTTTTTRl1 q T CST TTS ATTEST! �F�iBc�D T S T G FGR?I so�n�ro rv-Tvx�-i— COUNTY.::OF: CONTRA . COSTA . ...:........ ...:::..::... .. .. ......... . .:::.:::..: Cba.irpersori SQard: Of;:'.S.upervisors ATTEST.- erk >o >< Board. cif:; Su ;er;visors P .:. ............................................................................................................ APP,RO.VE.B:>AS: =I'.4:r FORM:: County eounse1 ' o 48 - F:\DMS\KLA.DIR\0044774.05 SCHEDULE A City of E1 Cerrito $25, 000 City of Hercules 25, 000 City of Pinole 25 , 000 City of Richmond 75, 000 City of San Pablo 25, 000 count :>:>vf::.;.Cot a:>Casta :;;>; ;::;. :;; <:>::>»:;:< �o>.:. 50, 00:0 Y:::::; r; .........................................:.:.......................................................................................... ..................... 49 - F:\DMS\KLA.DIR\0044774.05 ATTACHMENT B CONTRACT BETWEEN WEST CONTRA COSTA INTEGRATED WASTE MANAGEMENT AUTHORITY AND CONTRA COSTA COUNTY J 1 CONTRACT BETWEEN 2 WEST CONTRA COSTA INTEGRATED WASTE MANAGEMENT AUTHORITY 3 AND 4 CONTRA COSTA COUNTY 5 This Contract is entered into as of 1992 6 by and between the WEST CONTRA COSTA INTEGRATED WASTE MANAGEMENT 7 AUTHORITY (hereinafter "Authority" ) , a public entity Joint Powers 8 Authority, and the COUNTY OF CONTRA COSTA (hereinafter "County" ) , 9 a political subdivision of the State of California. 10 BACKGROUND 11 A. WHEREAS, the Authority was formed on April 2, 1991 12 pursuant to the laws of the State of California by the City of E1 13 Cerrito, City of Hercules, City of Pinole, City of Richmond, City 14 of San Pablo and the West Contra Costa Sanitary District 15 (hereinafter "District" ) to, among other things, establish 16 integrated resource recovery facilities for the benefit of the 17 member agencies of the Authority; 18 B. WHEREAS, the Authority shortly after its formation 19 undertook the development and implementation of an Integrated 20 Resource Recovery Facility (hereinafter "IRRF" ) located partially 21 in the unincorporated area known as North Richmond and partially 22 within the boundaries of the Authority; 23 C. WHEREAS, the District has withdrawn from membership in 24 the Authority and County and District have agreed to the assignment 25 to the County of the solid waste collection franchise. agreement 26 existing between the District and Richmond Sanitary Service thereby 12/2/92 1 DRAFT 1 making the County solely responsible for the administration of said 2 collection franchise agreement; (This may not be true. It may need 3 to be revised. ) 4 D. WHEREAS, the West Contra Costa Sanitary Landfill is 5 scheduled to close in 1994 and alternative solid waste management 6 facilities must be in operation by that time to ensure continued 7 cost-effective disposal of solid waste generated within the 8 boundaries of the Authority and within the boundaries of the 9 District; 10 E. WHEREAS, the California Integrated Waste Management Act 11 of 1989 requires each city and each county in the State to divert 12 solid waste from landfills and specifies diversion goals of 25% by 13 January 1, 1995 and 50% by January 1, 2000 or face administrative 14 penalties of up to $10,000 per day; 15 F. WHEREAS, the development, financing, construction and 16 operation of the IRRF, or similar facility, is needed to provide 17 for continued disposal of solid waste generated within the 18 boundaries of the Authority and District and to comply with the 19 requirements of the Act for the diversion of waste from landfills 20 and to avoid administrative penalties; 21 G. WHEREAS, the County is empowered to plan, acquire, 22 construct, maintain, manage, regulate, operate and control the 23 portion of the IRRF located within the unincorporated area and the 24 Authority is empowered to plan, acquire, construct, maintain, 25 manage, regulate, operate and control the portion of the IRRF 26 located within the boundary of the Authority; 12/2/92 2 DRAFT 1 H. WHEREAS, the County and the Authority believe that 2 unified regulation of the IRRF will result in cost savings to the 3 public through more efficient and effective solid waste disposal 4 while complying with the requirements. of the Act; 5 I . The County and the Authority intend by this Agreement to 6 provide for continued timely development, financing, construction 7 and operation of the IRRF by the Authority; ' to provide for 8 continued disposal of solid waste generated from within the area 9 encompassed by the District and for the diversion of such -waste 10 from landfills through the use of the IRRF; and to provide for 11 regulation of the IRRF by the Authority in accordance with the 12 provisions of this Agreement; 13 THEREFORE, THE COUNTY AND THE AUTHORITY DO HEREBY AGREE AS 14 FOLLOWS: 15 SECTION 1 . DEFINITIONS 16 The terms defined in this Section that begin in. this Contract 17 with capital letters have these meanings : 18 1 . 1 "Act" means the California Integrated Waste 19 Management Act of 1989 (California Public Resources Code Section 20 40000 et seq. ) and all regulations adopted under that legislation, 21 as that legislation and those regulations may be amended from time 22 to time. 23 1 .2 "Agreement" means the Joint Exercise of Powers 24 Agreement creating the Authority, as it may be amended from time to 25 time. 26 1 . 3 "Authority" means the West Contra Costa Integrated 12/2/92 3 DRAFT 1 Waste Management Authority, a joint exercise of powers agency. 2 1 .4 "Board" means the Board of Directors of the 3 Authority. 4 1 . 5 "City" means any Member Agency of the Authority that 5 is a city, and "Cities" means all of the Member Agencies of the 6 Authority that are cities . 7 1 . 6 "Contract" means this contract and any amendments 8 thereto entered into by the Authority and the County. 9 1 .7 "County" means Contra Costa County, California. 10 1 . 8 "District" means West Contra Costa Sanitary 11 District. 12 1 . 9 "Fiscal Year" means the period commencing on each 13 July 1 and ending on the following June 30 . 14 1. 10 "IRRF" means the integrated resource recovery 15 facility consisting of a Central Processing Facility, Landfill 16 Processing Facility and Interim Recycling Center and the lands and 17 appurtenances associated with these facilities . 18 1 . 11 "Law" means Articles 1, 2 and 4 of Chapter 5 of 19 Division 7 of Title 1 of the California Government Code (California 20 Government Code Sections 6500, et sect. ) and all regulations adopted 21 under that legislation, as that legislation and those regulations 22 may be amended from time to time. 23 1 . 12 "Member" means any of the signatories to the Joint 24 Powers Agreement and "Members" means all of the signatories to the 25 Joint Powers Agreement. 26 1 . 13 "Mitigation Fees" means fees levied by the County, 12/2/92 4 DRAFT 1 to a maximum of two dollars ( $2 . 00) per ton of solid waste received 2 at the IRRF, and limited to the reasonable costs for mitigation of 3 impacts reasonably related to the existence and operation of the 4 IRRF pEe v i ded—atsaid—Fa i t i g atie n costs are not deemed--t o be 5 respensibility of—the- prejeet ewer. in addition to mitigation 6 required as part of the conditions of approval . 7 1 . 14 "PUC Rate Regulation Methodology" means the 8 combination of guidelines for fixing rates, definition of all 9 necessary components of the rate making process, definition of the 10 types of revenues and costs that will and will not be included in 11 the rate calculation and how such revenues and costs are to be 12 computed; formula(ae) for changing rates, a schedule that governs 13 the dates by which the Authority and the IRRF owner/operator must 14 reach particular milestones and that specifies the effective date 15 for the rate change, definition of the formats . that the IRRF 16. owner/operator must use in its application, definition of the 17 information that the IRRF owner/operator is and is not required to 18 provide in its application, identification of audit and reporting 19 requirements and occurrences requiring a rate change, and other 20 information necessary to the establishment of fair and equitable 21 rates for the IRRF. 22 1 . 15 "Revenue Bonds" means revenue bonds, notes, 23 certificates of participation and any other instruments and 24 evidences of indebtedness issued or entered into by the Authority 25 from time to time to finance the IRRF. 26 1 . 16 "Solid Waste" means those materials defined as solid 12/2/92 5 DRAFT 1 waste in Section 40191 of the California Public Resources Code, as 2 well as recyclables and recoverable materials that otherwise would 3 become solid waste or are subject to collection franchise 4 agreements, which materials are of the variety that can be properly 5 processed at the IRRF. 6 SECTION 2 . PURPOSE 7 2 . 1 This Contract is entered into pursuant to the powers 8 given the County and the Authority to contract with other public 9 entities, within and without their respective jurisdictions, for 10 the purposes of providing for continued timely development, 11 financing, construction and operation of the IRRF by the Authority; 12 providing for continued disposal of solid waste generated from 13 within the area encompassed by the District and for the diversion 14 of such waste from landfills through the use of the IRRF; and 15 providing for regulation of the IRRF. 16 SECTION 3 . TERM AND TERMINATION 17 3 . 1 The term of this Contract shall begin on the date 18 first written above and continue until terminated by mutual consent 19 of the parties or upon County's becoming a member of the Authority 20 by amendment of the Agreement. (Need different termination 21 provision. ) 22 3 .2 In no event shall this Contract be terminated if its 23 termination would conflict with or violate the terms or conditions 24 of any Revenue Bonds or related documentation including, without 25 limitation, indentures, resolutions, letter of credit agreements . 26 SECTION 4 . WASTE AND RATE COVENANTS 12/2/92 6 DRAFT 1 4 . 1 County agrees and covenants to the Authority that 2 Authority may require County to direct all of the Solid Wastes 3 generated and collected within the boundaries of the District (or 4 specified portions or specified types of such wastes) to the IRRF 5 and that County, upon receipt of notice from Authority will 6 promptly direct said Solid Wastes (or specified portions or 7 specified types of such wastes) as required by the Authority. 8 (Needs better consideration of recyclables . ) 9 4 .2 County agrees and covenants to the Authority that .10 Authority may require County to include seme—er all of t#e tipping 11 fees or other fees E charges, paid to the owner or operator of the 12 IRRF in connection with the' waste streams directed to the IRRF 13 pursuant to Section 4 . 1 to be "passed through" to ratepayers within 14 the area encompassed by the District and that the County, will 15 promptly include said fees and charges in rates levied by the 16 County as required by the Authority. . 17 4 . 3 County agrees and covenants to the Authority that 18 Authority may require County to include some or all of such fees 19 and charges imposed by the Authority, as may be required to meet 20 the obligation to the holders of Revenue Bonds, to be "passed 21 through" to ratepayers within the area encompassed by the District 22 and further to provide for payment of such fees and charges to the 23 Authority in the event the County's waste stream is at any time, in 24 whole or in part, not processed through the IRRF due to the 25 unavailability, in whole or in part, of the IRRF to receive or 26 process materials . (Needs to be reviewed. ) 12/2/92 7 DRAFT 1 4 . 4 County agrees that holders of Revenue Bonds , whether 2 directly or through a representative such as an indenture trustee, 3 be third party beneficiaries of any of the obligations of the 4 County to the Authority and that Authority may covenant with the 5 holders of any Revenue Bonds on behalf of the County to perform its 6 obligations under this Contract. (Unclear. ) 7 SECTION 5 . COLLECTION FRANCHISE AGREEMENTS 8 5 . 1 Collection franchise agreements entered into by 9 County shall include provisions which materially provide for: 10 (Needs clarification. 11 (a) Flow Control 12 ( i) Notwithstanding any other provision of the 13 collection franchise agreement, County shall have complete 14 authority to direct delivery of Solid Waste (or specified portions 15 or specified types of such wastes) to the IRRF as required by the 16 Authority pursuant to Section 4 of this Contract. 17 (b) Rates 18 ( i) Notwithstanding any other provision of the 19 collection franchise agreement, the franchised collector shall 20 collect, in addition to all other rates and charges allowable under 21 the collection franchise agreement, a charge equal to the amount 22 the franchised collector is required to pay, in accordance with 23 rates set by the Authority, for the IRRF. 24 ( ii) All amounts collected pursuant to 25 subdivision (i) of this Section 5 . 1(b) shall be held in a separate 26 fund by the franchised collector and any interest earnings thereon 12/2/92 8 DRAFT 1 shall remain in the fund. The franchised collector shall be 2 required to make payments from this fund as part of the tipping fee 3 to the facility operator or to other such trustee or person as the 4 Authority may designate. 5 ( iii) The franchised collector shall keep 6 adequate books and records of such fund in accordance with 7 Generally Accepted Accounting Practices and shall allow the County 8 and/or the Authority to inspect such books and records during 9 regular business hours at the offices of the franchised collector. 10 ( iv) The franchised collector shall provide 11 regular reports to County and Authority of the activity in said 12 fund showing itemized collections, disbursements, interest earnings 13 and fund balance. 14 (v) The franchised collector shall make 15 disbursements from the fund only as directed by the Authority. In 16 the event that delinquent payments by customers of the franchised 17 collector or other factors cause the fund to have insufficient 18 monies to make any required payment, the eel ee ; collector shall 19 be liable to make up any shortfall within the fund from other 20 assets or revenues . 21 (c) In Lieu Charge 22 (i) Notwithstanding any other provision of the 23 collection franchise agreement, the franchised collector shall 24 collect, in addition to all other rates and charges allowable under 25 the collection franchise agreement, an in lieu charge as set by the 26 Authority in the event that the IRRF is unable, either wholly or in 12/2/92 9 DRAFT I part, to accept Solid Waste (or specified portions or specified 2 types of such wastes) for any reason. 4 3 ( ii) All amounts collected pursuant to 4 subdivision ( i) of this Section 5 . 1(c) shall be held in a separate 5 fund by the franchised collector and any interest earnings thereon 6 shall remain in said fund. The franchised collector will make 7 payments from this fund to the IRRF operator or to other such 8 trustee(s) or person(s) as the Authority may designate. 9 ( iii) The franchised collector shall keep 10 adequate books and records of such fund in accordance with 11 Generally Accepted Accounting Practices and shall allow the County 12 and/or the Authority to inspect such books and records during 13 regular business hours at the offices of the franchised collector. 14 ( iv) The franchised collector shall provide 15 regular reports to County and Authority of the activity in said 16 fund showing itemized collections, disbursements , interest earnings 17 and fund balance. 18 (v) All amounts collected as an in lieu charge 19 shall be remitted to the Authority or a trustee designated by the 20 Authority as directed by the Authority. In the event that 21 delinquent payments by customers or other factors cause the fund to 22 have insufficient monies to make any required payment, the 23 collector shall be liable to make up any shortfall from other 24 assets or revenues . 25 (d) Non-competition 26 (i) The franchised collector agrees that it 12/2/92 10 DRAFT I will not purchase, or contract for the purchase of, directly or 2 indirectly, any Solid Waste (or portions or types of such waste) 3 which would otherwise be collection under the collection franchise 4 agreement and that the franchised collector will not otherwise 5 divert in any way materials collection pursuant to the collection 6 franchise agreement to any use or to any alternate facility without 7 the approval of the Authority. 8 SECTION 6 . REGULATION OF FACILITIES (Need to determine if 9 County can delegate this authority. ) 10. 6 . 1 The Authority shall be sole franchisor for the IRRF 11 and County hereby delegates, assigns and/or otherwise transfers to 12 the Authority any powers the County may have with respect to 13 issuing any franchise for the IRRF provided that: 14 (a) Said franchise need not be competitively bid, 15 (b) The Authority will confer with the County prior 16 to executing a franchise agreement with a third party for the IRRF, 17 (c) Any franchise fee if levied by the Authority 18 shall be used solely to pay the costs and financial obligations of 19 the Authority, and 20 (d) Said delegation, assignment and/or transfer of 21 said powers shall become ineffective with respect to those portions 22 of the IRRF located in the unincorporated area which may at any 23 time in the future come to be located within the boundaries of the 24 Authority. 25 6 .2 Permits, licenses, ordinances, rules, regulations 26 and any approvals of the County necessary to the development, 12/2/92 11 DRAFT 1 construction, financing or operation of the IRRF shall not contain 2 provisions that are ineensistent—with--the -terms--ems-this-mon=aet. 3 conflict with contractual obligations . There is an attempt to 4 abridge County police power. 5 6 . 3 Permits, licenses, ordinances, rules, regulations 6 and any approvals of the County shall not contain requirements 7 pertaining to the achievement of any solid waste management or 8 diversiongoal at the IRRF, with the exception of the facilities 9 permit issued by the Local Enforcement Agency, or its successor 10 entity, as set forth below. 11 6 .4 The facilities permit issued by the Local 12 Enforcement Agency, or its successor entity, pursuant to the Act 13 may contain requirements pertaining to the achievement of solid 14 waste management or diversion goals at the IRRF only to the extent 15 that the Act or regulations issued by the State pursuant thereto 16 require the inclusion of such goals or requirements . LEA is a 17 subdivision of the State and cannot be bound by the Board. ) 18 SECTION 7 . RATE REGULATION 19 7 . 1 The Authority shall be solely responsible for the 20 regulation of rates at the IRRF and the County hereby delegates, 21 assigns and/or transfers to the Authority any powers that the 22 County may have with respect to the establishment of rates for -the 23 IRRF or Joint Facilities, provided that said delegation, assignment 24 and/or transfer of said powers shall become ineffective with 25 respect to those portions of the IRRF located within the 26 unincorporated area which may at any time in the future come to be 12/2/92 12 DRAFT 1 located within the boundaries of the Authority. Needs 2 clarification. Police power cannot be delegated. ) 3 7 . 2 The Authority shall establish rates to be charged at 4 the IRRF in amounts sufficient to provide for the efficient 5 operation of the IRRF Facilities, to discharge all indebtedness and 6 liabilities relating to the acquisition and construction of the 7 IRRF (including without limitation, any Revenue Bonds issued in 8 connection therewith) , to accommodate the planning and 9 implementation of activities required by the Act and to pay any 10 other costs or financial obligations of the Authority. 11 7 . 3 Authority shall provide for payments to County as 12 part of IRRF rates in accordance with the following criteria: 13 (a) County solid waste management costs limited to: 14 ( 1) Those reasonable, necessary and prudent, 15 and verifiable costs actually incurred by the County for services 16 reasonably related to the regulation and permitting of the IRRF 17 pursuant to State law or regulation provided that said costs are 18 not the responsibility of the IRRF owner nor recoverable from any 19 other source. 20 (2) The reasonable share of County solid waste 21 management costs allocable to the area within the boundary of the 22 Authority. 23 (b) Any increase in County costs for services 24 resulting from enactment of state law or amendment thereto or 25 regulations promulgated thereunder occurring after the date of this 26 Agreement shall also be recoverable as part of IRRF rates provided 12/2/92 13 DRAFT I that the criteria specified in Section 7 . 3(a) ( 1) are met and 2 further provided that said statutory or regulatory changes are 3 beyond the control of the County. Language affecting County should 4 be parallel to Section 7 .5 language affecting Authority. ) 5 7 .4 IRRF rates shall be established by the Authority to 6 be uniform for all sections of the area within the boundary of the 7 Authority and the area encompassed by the West Contra Costa 8 Sanitary District provided that the Authority may set different 9 rates for the area encompassed by the West Contra Costa Sanitary 10 District if the County, within fifteen ( 15) days after receipt• of 11 a request from the Authority, does not 'deliver a collection 12 franchise agreement to the Authority containing covenants in a form 13 an content concerning waste commitment and rate setting, as well as 14 other such provisions, as may be required for the financing of the 15 IRRF and operations of the Authority. (Some safeguards for rate 16 payers should be identified. ) 17 7 .5 Any and all costs or financial obligations incurred 18 by the Authority may be included in the IRRF rates . 19 7 . 6 Authority agrees that IRRF rates will be subject to 20 regulation by a PUC Rate Regulation Methodology approved by the 21 Authority Board of Directors which has been developed in 22 consultation with County. 23 SECTION 8 . FAILURE TO MEET WASTE STREAM DIVERSION 24 REQUIREMENTS 25 8 . 1 The Authority shall be entitled to cause the waste 26 streams from the area within the. West Contra Costa Sanitary 12/2/92 14 DRAFT • o 1 District that are directed to the IRRF or Joint Facilities (or 2 which are required by the Authority to be so directed) to be 3 monitored pursuant to procedures approved by the Board in order to 4 determine whether federal or state waste diversion requirements are 5 being met. (Joint facilities need to be defined. ) 6 8. 2 If the waste stream diversion for the area within 7 the West Contra Costa Sanitary District fails to meet such 8 requirements, the County shall be solely responsible for any and 9 all resulting liabilities , damages, criminal and civil sanctions, 10 and costs and expenses . County shall also hold the Authority 11 harmless from and against any and all liabilities, damages, 12 sanctions, costs and expenses that are incurred as a result of the 13 violation or a claimed violation including, without limitation, all 14 fees and costs of counsel . Upon receipt of notification of any 15 such violation or claim, the County shall take such prompt, 16 corrective action as is necessary to meet the requirements . 17 Nothing in this Section shall preclude County or the Authority from 18 imposing or - establishing additional incentives to meet waste 19 diversion requirements. (Needs clarification. ) 20 SECTION 9 . ACCEPTANCE OF WASTE AND MATERIALS AT IRRF , 21 In the event County fails to deliver acceptable 22 collection franchise agreement(s) within fifteen ( 15) days after 23 receipt of request from Authority, the Authority shall be relieved 24 from any obligation to require acceptance of waste and materials at 25 the IRRF from the area within the West Contra Costa Sanitary 26 District. All collection franchise agreements shall contain 12/2/92 15 DRAFT I covenants in form and content concerning waste commitments and rate 2 setting, as well as other such provisions, as may be required for 3 the financing of the IRRF and operations of the Authority. 4 (Circumstances may be beyond County's control . Measures should be 5 less punitive. ) 6 SECTION 10 . DISPOSAL OF IRRF WASTE STREAM 7 10 . 1 The waste stream from the IRRF shall be disposed of 8 at the most cost effective landfill . 9 10 .2 The Authority shall determine the most cost 10 effective landfill to receive the waste stream from the IRRF. In 11 making this determination, the Authority shall consider all 12 relevant factors, including but not limited to transportation 13 costs, closure and post closure requirements and costs, disposal 14 fees, fees levied by -governmental entities and costs- of compliance 15 with County ordinances and requirements affecting the disposal of 16 IRRF waste •at in-County landfills . Both short- and long-term 17 potential costs shall be considered by the Authority. 18 10 . 3 The Authority agrees that, after consideration of 19 all relevant factors, landfill(s) within Contra Costa County will 20 be used provided that such in-County landfill(s) is demonstrated to 21 favorably compare in total cost to alternative out-of-County 22 landfill(s) . Out-of-County landfill(s) shall be considered to be 23 cost-effective when the total costs for use of out-of-County 24 landfill(s) are 95% or less of the total costs for use of in-County. 25 landfill(s) . 26 10 . 4 The term of any agreements for export of Solid Waste 12/2/92 16 DRAFT 1 to out-of-County landfills shall not exceed two (2 ) years . 2 SECTION 11 . PUBLIC OWNERSHIP POTENTIAL 3 11 . 1 In the event that the land on which the IRRF, or any 4 portion of the IRRF, is located becomes publicly owned, the 5 Authority and the County shall negotiate and enter into appropriate 6 agreements providing that such public ownership shall be revenue 7 neutral to private ownership with respect to tax revenues that 8 would otherwise accrue to the North Richmond Redevelopment Agency, 9 the County and Special Districts . 10 11 .2 In the event that the IRRF, or any portion of the 11 IRRF, becomes publicly owned, County shall, upon request of the 12 Authority, at the earliest possible time acquire possession of the 13 land(s) identified by the Authority. County shall convey all 14 rights and title to said lands to Authority at the earliest 15 possible time so that Authority may proceed with financing, design 16 and construction of the publicly owned IRRF, or portion of the IRRF 17 consistent with the scheduled closing of the West Contra Costa 18 Sanitary Landfill . Authority shall pay County the fair market 19 value of said lands plus costs of acquisition from proceeds of 20 Revenue Bonds used to finance the design and construction of the 21 IRRF. ( Intent is to have County agree to exercise eminent domain 22 authority, however, this Section should be revised. ) 23 SECTION 12 . IRRF MITIGATION FEES 24 12 . 1 Subject to the provisions of this Contract, 25 Mitigation Fees shall be collected in IRRF rates and all amounts 26 collected shall be placed in trust for exclusive use in the North 12/2/92 17 DRAFT 1 Richmond area. 2 12 . 2 Prior to the expenditure of any amounts collected as 3 Mitigation Fees, the County shall provide the Authority with a 4 proposed budget, scope of work and time schedule which identifies 5 the use of Mitigation Fees and cost of service to be provided with 6 said Fees . 7 12 . 3 The County shall provide the Authority with a 8 proposed budget, scope of work and time schedule which identifies 9 the use of initial Mitigation Fees and cost of service to be 10 provided with said Fees . The County shall annually report to the 11 Authority on the uses of Mitigation Fees in comparison with the 12 budget, scope of work and time schedule established pursuant to 13 Section 12 .2 and any changes in work plan, budget or amount of 14 Mitigation Fees planned for the nest ensuing period. Said 15 reporting shall be co-ordinated with the schedule established for 16 IRRF rate adjustments . 17 12 .4 The County and Authority agree to review, annually 18 or at such other times as may be agreed to by the parties, the 19 budget, work scope, and associated Mitigation Fees to determine the 20 need 'for revision, if any, in said budget, work scope and 21 Mitigation Fees . 22 12 . 5 The County agrees to deposit revenue received as 23 Mitigation Fees into a segregated account to be used only in 24 accordance with the provisions of this Contract and the budget and 25 work scope established pursuant to this Contract. 26 12 . 6 Authority shall not be obligated to include any 12/2/92 v 18 DRAFT 1 Mitigation Fees in IRRF rates in the absence of the budget, scope 2 of work or time schedule required by Sections 12 . 2 or 12 . 3 or in 3 the absence of the report from County required by Section 12 . 3 . 4 SECTION 13 . AMENDMENTS 5 13 . 1 This Contract constitutes the entire agreement 6 between the parties and may only be modified by a written amendment 7 duly authorized and executed by the parties which meets the 8 requirements imposed by the terms and conditions of Revenue Bonds 9 and related documentation including, without limitation, 10 indentures, resolutions and letter of credit agreements . 11 13 . 2 No oral understanding or agreement relating to this 12 Cgntract not incorporated herein or by amendment pursuant to 13 Section 13 . 1 shall be binding on any of the parties . 14 15 16 SECTION 14 . NOTICES 17 . 14 . 1 All notices to either party by the other shall be 18 made in writing and delivered in - person or by facsimile 19 transmission or mailed to such party at their respective addresses 20 as follows or to other such address as either party may from time 21 to time designate in writing to the other party: 22 AUTHORITY: 23 West Contra Costa Integrated 24 Waste Management Authority 25 One Alvarado Square 26 San Pablo, California 94804 27 28 Attention: Executive Director 29 30 COUNTY: 12/2/92 19 DRAFT 1 Contra Costa County 2 651 Pine Street, 11th Floor 3 Martinez, ' California 94553 4 5 Attention: Chief Administrative Officer 6 - 7 14 .2 Service of notice pursuant to this Section 14 shall 8 be deemed complete on the day of service by personal delivery or by 9 facsimile transmission or five (5) days after mailing if deposited 10 in the United States mail . 11 14 . 3 Each party shall notify the other party in writing 12 of its official telephone number and facsimile number within five 13 (5) days following execution of this Contract and shall thereafter 14 notify the other party of any change in said telephone or facsimile 15 numbers . 16 17 18 19 SECTION 15 . INDEMNITY 20 15 . 1 County shall indemnify, hold harmless and assume the 21 defense of, in any actions at law or in equity, the Authority, its 22 Members, officers, employees, agents, and elective and appointive 23 boards, from all claims, losses, damage, including property damage, 24 personal injury, including death, and liability of every kind, 25 nature and description,. arising out of any action or inaction of 26 the County or any person directly or indirectly employed by, or 27 acting as agent for County, and arising out of action or inaction 28 of the County's franchised collector or any person directly or 29 indirectly employed by or acting as agent for said franchised 12/2/92 20 DRAFT 1 collector, directly or indirectly related to the performance of the 2 obligations of the County or the County' s franchised collector 3 under this Contract. 4 15 .2 Authority shall indemnify, hold harmless and assume 5 the defense of, in any actions at law or in equity, the County, its 6 officers, employees, agents, and elective and appointive boards, 7 from all claims, losses, damage, including property damage, 8 personal injury, including death, and liability of every kind, 9 nature and description, arising out of any action or inaction of 10 the Authority or any person directly or indirectly employed by, or 11 acting as agent for Authority, directly or indirectly related to 12 the performance of the obligations of the Authority under this 13 Contract. 14 15 16 SECTION 16 . ASSIGNMENT 17 16 . 1 This Contract shall be not be assigned to any third 18 party without the prior written consent of the other party provided 19 that no assignment of any kind shall occur that does not meet the 20 requirements imposed by the terms or conditions of all Revenue 21 Bonds and related documentation including, without limitation, 22 indentures, resolutions and letter of credit agreements . 23 SECTION 17 . RESOLUTION OF DISPUTES 24 17 . 1 County and Authority shall continue to perform their 25 respective obligations pending the resolution of a dispute. 26 17 .2 First Procedure 12/2/92 21 DRAFT �r 1 ( i ) Upon the occurrence of a dispute between County 2 and Authority which cannot be resolved informally, each party shall 3 designate one representative who shall meet for the purpose of 4 resolving said controversy or dispute. 5 ( ii) If the matter is not resolved, or provision for 6 further meeting(s) is° not made, at the meeting referred to in 7 subdivision ( i) of this Section 17 .2, either party may, within 8 three business days after the date of such meeting, present the 9 matter to members of the governing bodies of the Authority and 10 County for resolution. 11 17 . 2 Arbitration 12 ( i) If the matter is not resolved, or provision for 13 further meeting(s) is not made, at a meeting of the members of the 14 governing bodies of the parties or said meeting is not held within 15 sixty (days ) following submission of the matter pursuant to 16 subdivision ('ii) of Section 17 . 11 either party may, within three 17 business days after the date of such meeting or expiration of the 18 sixty day period and following notice to the other party, submit 19 the matter for resolution on an equitable basis by a single 20 arbitrator under the commercial arbitration rules of the American 21 Arbitration Association. The arbitrator's decision shall be final 22 and binding upon the Authority and County. 23 ( ii) The Authority or County may enforce any award, 24 order or judgment of the arbitrator in any court of competent 25 jurisdiction. (Needs review to determine if consistent with policy 26 of the Board. ) 12/2/92 22 DRAFT NO I SECTION 18 . SEVERABILITY 2 Should any part, term or provision of this Agreement be 3 decided by a final judgment of a court or arbitrator to be illegal 4 or in conflict with any law of the State of California or otherwise 5 be unenforceable or ineffectual, the validity of its remaining 6 parts, terms and provisions shall not be affected. (May wish to 7 avoid severability clause since agreement could be altered. ) 8 SECTION 19 . SECTION HEADINGS 9 All section headings contained in this Contract are for 10 convenience and reference. They are not intended to define or 11 limit the scope of any provision of this Contract. 12 SECTION 20 . JOINT OPERATING FUND CONTRIBUTION 13 County agrees to pay to the Authority within ten ( 10) 14 days of the date of this Contract the amount of. FIFTY TWENTY-FIVE 15 THOUSAND DOLLARS , ($25,000) as a contribution to the - 16 Authority's Joint Operating Fund to offset costs incurred by the 17 Authority in the development and implementation of the IRRF. 18 (Should include reimbursement provisions similar to JPA participant 19 jurisdictions and protection that rates will be the same for 20 Authority members . ) 21 IN WITNESS WHEREOF, the County and Authority have caused this 22 Contract to be duly executed and attested by the respective 23 officers, duly authorized to so act, as the. date set forth in the 24 first paragraph of this Contract. 25 WEST CONTRA COSTA INTEGRATED 26 WASTE MANAGEMENT AUTHORITY 27 28 12/2/92 23 DRAFT I ATTEST: 2 Robin E. Slavik Lonnie Washington, Jr. 3 Secretary Chair of the Board 4 5 DATED: 6 7 CONTRA COSTA COUNTY 8 9 10 ATTEST: Phil Batchelor, Clerk 11 of the Board of Sunne Wright McPeak 12 Supervisors and Chief Chair of the Board 13 Administrative Officer of Supervisors 14 15 BY 16 Deputy 17 18 DATED: 12/2/92 24 DRAFT