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HomeMy WebLinkAboutMINUTES - 11041997 - D6 t D. Y/ TO: BOARD OF SUPERVISORS Contra FROM: Mark DeSaulnier n. 's Costa DATE: November 4, 1997 County sTA COUK� SUBJECT: Central Contra Costa Solid Waste Authority SPECIFIC REQUEST(S)OR RECOMMENDATION(S)&BACKGROUND AND JUSTIFICATION RECOMMENDATION REQUEST the County Administrator to provide an oral report at the November 4th Board meeting as to: 1) historical background on the county's discussions in the past about possibly purchasing the Keller Canyon Landfill; and 2) any additional information as may be appropriate for the board's consideration and-possible direction to our representatives to the Central Contra Costa Solid Waste Authority(hereafter "Authority") regarding the Authority's consideration to purchase the Keller Canyon Landfill. Further, REQUEST County Counsel to provide an oral report at the November 4th Board meeting as to: 1) historical background on the county joining the Authority; and 2) the method by which the county could withdraw from the Authority. BACKGROUND The October 31, 1997, agenda for the Authority notices a staff report on the possible sale of Keller Canyon Landfill and S.T.A.R. Transfer Station. Contra Costa County is a member of the Authority under a Joint Powers Authority. In the past, the county has been approached in regard to purchasing the Keller Canyon Landfill. Should the Authority decide to move forward and negotiate for the purchase of the same landfill, and in order to avoid costly consultant fees, it might be appropriate to make available to the Authority the information the county utilized in reaching its decision regarding the sale. In order for this Board to give any direction to its two members who represent us at the Authority, however, the requested information and discussion referenced above is needed so that an informed decision can be reached. CONTINUED ON ATTACHMENT: YES SIGNATURE: 9b— RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE APPROVE OTHER SIGNATURES: ACTION OF BOARD ON November 4, APPROVED AS RECOMMENDED X OTHER X IT IS BY THE BOARD ORDERED that the above referenced oral reports made on this date are ACCEPTED. VOTE OF SUPERVISORS I HEREBY CERTIFY THAT THIS IS A TRUE X UNANIMOUS(ABSENT ) AND CORRECT COPY OF AN ACTION TAKEN AYES: NOES: AND ENTERED ON THE MINUTES OF THE BOARD ABSENT: ABSTAIN: OF SUPERVISORS ON THE DATE SHOWN. ATTESTED November 4, 1997 PHIL BATCHELOR,CLERK OF THE BOARD OF UPE ISORS A OUNTY ADMINISTRATOR Contact: Supervisor DeSaulnier's Oiffice (I (I cc: GMEDA BY DEPUTY Community Development i SD. 11 1, TO: BOARD OF SUPERVISORS FROM: Val Alexeeff, Director, Growth Management and Economic Dead 4mg4t2: 4 Victor J. Westman, County Counselkawo DATE: August 81 1995 DE 4`� ��' E;17P T SUBJECT: Joining Central Contra Costa Solid Waste Authority SPECIFIC REQUEST(S) OR RECOMMENDATION(S) & BACKGROUND AND JUSTIFICATION RECOMMENDATIONS: Consider actions to be taken on: 1 . First Amended Joint Ezercise of Powers Agreement for the Central Contra Costa Solid Waste Authority and ratification of County membership therein. 2 . Resolution Authorizing Central Contra Costa Solid Waste Authority to enter Solid Waste Collection Agreements and delegating County franchise authority. 3. Transitional Agreements Between County and Central Contra Costa Sanitary District for the Collection of Solid Waste: A. Within Unincorporated Areas of North Concord, Pacheco and Clyde. B. Within Unincorporated Areas to be within the Jurisdiction of the Authority (unincorporated South County areas of Danville, Alamo , etc. ) . Consider County's acceptance of the terms of this Agreement (unincorporated South County area) being made contingent upon the Central Contra Costa Sanitary District agreeing, in writing, that an amount equal to the franchise fees established by the County for the said area for the period commencing April 1, 1996 be paid by the District to the County. 4 . Authorizing staff (GMEDA Director and County Counsel) to review final documents for conformance with the Board' s action as (See continuation) CONTINUED ON ATTACHMENT: zx YES SIGNATURE RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE APPROVE OTHER SIGNATURE(S) : ACTION OF BOARD ON August 8 , 1995 APPROVED AS RECOMMENDED x OTHER x SEE ADDENDUM ATTACHED FOR BOARD ACTION VOTE OF SUPERVISORS I HEREBY CERTIFY THAT THIS IS A x UNANIMOUS (ABSENT TRUE AND CORRECT COPY OF AN AYES: NOES: ACTION TAKEN AND ENTERED ON THE ABSENT: ABSTAIN: MINUTES OF THE BOARD OF SUPERVISORS ON THE DATE SHOWN. Orig: Community Development Department 8.,. 1995 cc: County Counsel PHIL BATCHELOR, CLERK OF GMEDA THE BOARD OF SUPERVISORS AND BAT 5a: \centrljp. 895 OUNT)ADMIN OR BY DEPUTY RECOMMENDATIONS - CONTINUED: well as take any ministerial action necessary to finalize the aforementioned membership in the Central Contra Costa Solid Waste Authority (e.g. , filling in dates in the final document) , and authorizing GMEDA Director to file any further documents necessary for membership in said Authority with the Clerk of the Board. FISCAL IMPACT: Short term: Under the Transitional Agreement for the North Concord/Pacheco/Clyde area, the County would assume franchising responsibility without benefit of franchise fees. Long term: The Franchise Agreement to be issued to BFI pursuant to the RFP process provides for the County' s collection of franchise fees for the unincorporated areas. BACKGROUND/REASONS FOR RECOMMENDATIONS: For the past several months, the Board's Solid Waste Committee has been participants at meetings with the Central Contra Costa Solid Waste Authority ("Authority") concerning the County's joining the JPA for the provision of solid waste services in the unincorporated territory in the Central/South County area. Past substantial concerns of County staff have been addressed in the current documents (most of which documents have been before the Committee) . These documents are briefly discussed in the following paragraphs. 1. First Amended Joint Exercise of Powers Agreement for the Authority. As the Board members are aware, the Authority (currently the City of Walnut Creek and the Central Contra Costa Sanitary District ("Sanitary District") ) issued a Request For Proposals (RFP) for the provision of solid waste collection service -Within the territories represented by the member agencies, including the unincorporated territory within the Sanitary District's jurisdiction. The Board's Solid Waste Ad Hoc Committee has been the principal participants in meetings with the Authority for the County's joining the JPA (for the unincorporated territory within the jurisdiction of the Sanitary District) and subsequent or concurrent delegation to the Authority, of the County's franchising authority in the unincorporated territory within the Sanitary District's jurisdiction. As the Board members are also aware, Browning Ferris Industries submitted the lowest bid for solid waste collection services, and Valley Waste Management submitted the lowest bid for recycling services. 2. Resolution Authorizing Authority to enter Solid Waste Collection Agreement and Delegations. The Resolution Authorizing the Authority to enter Solid Waste Collection Agreements delegates to the Authority for a term of eight years (with a possibility of this term being extended for two years) , the County's franchising authority for specified unincorporated areas within the jurisdiction of the Sanitary District. The resolution also delegates to the Authority, implementation of the County's Source Reduction and Recycling Element ("SRRE") and Household Hazardous Waste Element ("HHWE") for specified unincorporated areas within the jurisdiction of the Sanitary District. Delegation is subject to the limitation that any franchise agreement entered into by the Authority shall be substantially similar to franchise agreements prepared by the Authority dated AUgust 3 , 1995 , appropriate amendments to the Joint Exercise of Aut ority Agreement being adopted, and upon the County reserving the right to withdraw its delegation at any time, provided the County must continue to administer the Authority negotiated and entered contract. The above-referenced franchise agreement provides for the county' s levy of franchise fees in the unincorporated area. 3. Transitional Agreements Between County and Central Contra Costa Sanitary District: A. North Concord, Pacheco, Clyde This agreement provides for the Sanitary District' s assigning its franchise with Pleasant Hill Bayshore Disposal to the' County for the remainder of the franchise term (March 31, 1996 expiration date) . The Sanitary District would continue to administer AB 939 recycling activities for the area, including activities being undertaking pursuant to the Sanitary District' s franchise agreement with Pleasant Hill Bayshore Disposal, Inc. , until the franchise' s termination on March 31, 1996. B. Unincorporated South County Area (Danville, Alamo, etc.) This agreement provides for the Sanitary District delegating to the County (for the County' s delegation to the JPA) , the District' s authority to franchise solid waste collection service in the unincorporated south county area within the jurisdictional territory of the Sanitary District, upon the expiration of the current Sanitary District - Valley Waste Management franchise (March 31, 1996 expiration date) . The Sanitary District will retain all franchise fees and will administer the franchise until its termination on Maich 31, 1996. This transitional agreement also provides for a one-year extension of the Sanitary District-Valley Waste Management franchise. The County's approval of this transitional agreement should be made contingent on the County receiving franchise fees from this area commencing April 1, 1996. 4. Final Transitional Agreements . On Tuesday, August 1, 1995, we were advised by an attorney for the Sanitary District that on Friday, July 28, the Sanitary District made further changes to the transitional agreements. As of the date of the writing of this report, County staff has not been advised that the only "conceptual" change requested concerns allocation of Acme litigation costs. However, final drafts have not been presented to County staff for presentation to the Board. Prior to this latest communication, County staff reviewed drafts of the documents, and had presented staff's comments (based upon Committee expressed concerns) to the District' s legal counsel . If final documents are received from the District before Tuesday, August 8, 1995, staff will submit them to the Clerk of the Board for inclusion in the Board' s packet. 5a: \cenjpa8.95 ADDENDUM The Board of Supervisors on this date considered the recommendations of Val Alexeeff, Director, Growth Management and Economic Development relative to joining the Central Contra Costa Solid Waste Authority. Mr. Alexeeff presented the staff report on the issue . The Board discussed various issues and concerns. The following persons presented testimony: Sue Rainey, 160 Bixley Place, Walnut Creek; Roger Dolan, Centra Contra Costa Sanitary District . The Board deferred to the afternoon calendar further consideration of the matter, requesting staff to address concerns that had been expressed this morning. In the afternoon, following consideration of revised language worded to capture the spirit of the morning discussion, and further Board discussion, Supervisor DeSaulnier moved the staff recommendations with the changes that were before the Board on page 8 of the transitional agreements. With the understanding that the change would be in both transitional agreements, Supervisor Smith seconded the motion. IT IS BY THE BOARD ORDERED that the First Amended Joint Exercise of Powers Agreement for the Central Contra Costa Solid Waste Authority and ratification of the County membership therein is APPROVED; Resolution 95/638 authorizing Central Contra Costa Solid Waste Authority to enter Solid Waste Collection Agreements and delegating County franchise authority is ADOPTED; Transition Agreements between the County and Central Contra Costa Sanitary District are APPROVED as amended; GMEDA Director and County Counsel are AUTHORIZED to review final documents for conformance with the Board's action as well as take any ministerial action necessary to finalize the aforementioned membership in the Central Contra Costa Solid Waste Authority; AUTHORIZED the GMEDA Director to file any further documents necessary for membership in said Authority with the Clerk of the Board. BOARD OF SUPERVISORS, CONTRA COSTA COUNTY, CALIFORNIA Re: Authorizing Central Contra Costa RESOLUTION NO. 95/-.6—38 Solid Waste Authority to enter Solid Waste Collection Agreements The Board of Supervisors of Contra Costa County RESOLVES THAT: WHEREAS, the Legislature of the State of California, by enactment of the California Integrated Waste Management Act of 1989 (hereinafter "AB 939"), as set forth in Public Resources Code §§ 40000 et seq., as it may be amended from time to time, has declared that it is within the public interest to authorize and require local agencies, including cities, to make adequate provisions for solid waste handling within their jurisdiction; and WHEREAS, County of Contra Costa, pursuant to Public Resources Code § 40000, Government Code § 25827, the California.Constitution and preexisting laws, could have historically provided for the collection, transfer and disposal of solid waste generated within its unincorporated limits through issuance of exclusive collection franchises; and WHEREAS, Central Contra Costa Sanitary District (hereinafter "CCCSD"), pursuant to its enabling act, case law and as otherwise provided for in Public Resources Code §§40000 et seq., has historically provided for the collection, transfer and disposal of solid waste generated within certain portions of its jurisdictional boundaries in some unincorporated County areas through issuance of exclusive collection franchises; and WHEREAS, Central Contra Costa Solid Waste Authority (hereinafter "CCCSWA") is a joint powers agency formed pursuant to Government Code §6500, et seq. and currently is and will be comprised of member agencies of the City of Walnut Creek, Contra Costa County and CCCSD; and WHEREAS, a joint powers agency, as a separate public entity, may exercise those powers commonly held by its respective members, to the extent the member agencies provide for the exercise of such common powers to the joint powers agency; and accordingly, CCCSWA, through the Joint Powers Agreement, as it is to be amended, will have the authority to contract for the collection, transfer and disposal of solid waste generated within specified jurisdictional boundaries of its member agencies; and WHEREAS, the Contra Costa County has concluded that franchising of solid waste collection on a regional basis within the CCCSWA jurisdictional boundaries will serve to consolidate coordination and planning of such collection, transfer and disposal activities, while providing an opportunity to maximize the ratepayers' market power while providing for economies of scale, thus benefiting the public served by CCCSWA, including the citizens of involved unincorporated County areas; and WHEREAS, AB 939 has authorized and directed counties' among other public agencies, to develop and implement plans with respect to the Source Reduction and Recycling Elements and Household Hazardous Waste Elements as specified therein; and RESOLUTION NO. 95/ 63 8---- 1 WHEREAS, the Contra Costa County has concluded that implementation of these Source Reduction and Recycling Elements and Household Hazardous Waste Elements can be accomplished most efficiently through use of CCCSWA to administer and coordinate implementation on a regional basis for certain specified unincorporated areas; and WHEREAS, franchise agreements have been prepared by the CCCSWA for use in entering into franchises between CCCSWA and Browning-Ferris Industries for Refuse Collection, Transfer and Disposal, and between CCCSWA and Valley Waste Management for Recycling and Green Waste Collection, Processing and Marketing Services; and WHEREAS, Contra Costa County is willing to delegate its solid waste collection franchise authority (for refuse, recycling and green waste) to CCCSWA for specified unincorporated areas, provided that the terms of the franchises therefor to be executed by CCCSWA provide for the basic provisions and are in a form substantially similar to the above agreements prepared by CCCSWA dated August 3, 1995 NOW, THEREFORE, the Board of Supervisors of Contra Costa County resolves as follows: 1. With this County's membership in CCCSWA, this County delegates its authority to CCCSWA to enter into contracts concerning solid waste collection, transfer and disposal for the territory within the jurisdictional boundaries of the County as identified in the aforesaid amended Joint Powers Agreement for provision of refuse, recycling and green waste service; and 2. The County delegates its authority to CCCSWA to implement the SRREs and HHWEs of the County through the CCCSWA franchising authority for the specified unincorporated areas identified in the amended Joint Powers Agreement for these additional delegations; 3. Said delegation of authority from the County to CCCSWA, as set forth in (1) and (2) above is for the eight (8) year term of the proposed franchise agreements and is subject to the limitation that any franchise agreements entered into by CCCSWA shall be in a form substantially similar to the franchise agreements dated August 3 . 1995 referenced hereinabove, and further conditioned upon appropriate amendments to the Joint Powers Agreement being enacted by CCCSWA prior to execution of the franchise agreements; and 4. Said delegation is further conditioned upon Contra Costa County reserving the right to withdraw at any time, for any reason, the delegations of authority. However, in doing so, agrees to administer the franchise agreement as negotiated for the term of the contract. 5. This resolution shall take effect August 8 , 1995 RESOLUTION NO. 95/ 6 3 8 2 PASSED AND ADOPTED on August 8 , 1995 , 1995, by the Board of Supervisors by the following vote: AYES: Supervisors Rogers , Smith, DeSaulnier, Torlakson and Bishop NOES: None ABSENT: None ABSTAIN: None I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: August 8 , 1996 PHIL BATCHELOR, Clerk of the Board of Supervisors and County Administrator By: D puty RESOLUTION NO. 96/ 6 3 8 3 _'`.CC-CWA f 5109061805 11/03/97 11 :09 [5 :01 No:647 Post-R'Fax Note 7671 Dal)( ► Rme„ VQ&14 CoJDopt. , Phone 0 Ph" axN F4x0 FIRST AMENDED JOINT EXERUSE OE PQ.UM AGREEMENT CENTRAL CONTRA CDSIA SOLID WASTE AUTHORITY ARTICLE I-, EUMSE A. Pu se of Agreement: It is the purpose of this Agreement to establish, pursuant to the Joint Exercise of Powers Act, a public entity separate from each of the agencies. This public entity is to be known as the Central Contra Costa Solid Waste Authority, hereinafter referred to as the "Authority". B. h=se of Authority: The purpose of the Authority shall be to exercise certain powers set forth below, in a manner which will (1) assure the citizens of the Member Agencies that certain solid waste transfer station(s), regional resource recovery facility(ies), recycling facility(ies), household hazardous waste facility(ies), and/or landfills) and related programs will be operated in the most cost effective manner possible consistent with the proper concern for the environment; and (2) allow for the public ownership and/or management of said facilities; and (3) allow for certain or all of the Member Agencies to participate in individual or joint efforts concerning issuing Requests for Proposals and entering into contracts for franchising of solid waste collection, handling and disposal, including green waste and recyclable&; and (4) allow for such other joint efforts concerning the handling and disposal of the solid waste stream as may be beneficial to constituents of the Member Agencies. C. Members gt Authority: This Agreement was entered into as of September 11, 1990 by and between the cities of Walnut Creek and San Ramon and the Central Contra Costa Sanitary District (hereinafter "Initial Members"), as individual public entities which mutually promise and agree as hereinafter set forth. Membership in the Authority is open to any public entity that is authorized to franchise the collection or handling of solid waste in Central Contra Costa County and does so franchise or delegate the authority to franchise to the Authority. Membership in the Authority is granted upon a two-thirds (2/3) vote of all members of the Authority Rnard, ac then constituted, approving the application for membership, and upon compliance. with the terms and conditions of membership set forth by the Board and/or in force at that time. I f:\OM8\TC1.D1A\0115230.07 CC'CSWA 5109061805 11/03/97 11 :09 [J :02 N0:647 For purposes of this Agreement "solid waste handling" or "handling" shall be as defined pursuant to California Public Resources Code Section 40195, and is to include collection, recycling, transportation, storage, transfer, or processing of solid wastes. D. jurisdictional Boundaries of A ho ly: The jurisdictional boundaries of the Authority shall include the jurisdictional boundaries of the Authority's respective Member Agencies as set forth in, and as limited by, the Service Area Map for the Authority, attached hereto as Exhibit 1. E. 0n�0Ment of Exp: It is the intention of the Authority to collect revenues to cover the costs of Authority operations. To the extent that the Authority regulates the operation of transfer facilities, reclamation facilities, recycling facilities, household hazardous waste facilities, landfill facilities and/or other facilities, the Authority may recover a portion or all its costs of operation through facility fees and through such other fees as the Authority may lawfully impose. The Authority may, in addition or alternatively, recover its costs of operation through administration of franchise agreements granted by the Authority, including franchise fees and through the collection of other fees as may be provided for in the various franchise agreements. Such Authority costs of operation may, in addition, be recovered through franchise fees or other fees lawfully imposed by or on behalf of the Authority through its Member Agencies with regard to the Authority's solid waste management activities. To the extent that operating expenses exceed revenues during any period, including the initial start-up period of the Authority, the Member Agencies shall be responsible for providing the requisite funds to the Authority to ensure that such expenses are met in the proportion that the total tonnage of solid waste collected within the jurisdiction of each agency bears to the total tonnage of solid waste collected within the jurisdiction of all members of the Authority. Solid waste collected from areas of a Member Agency located outside of the jurisdictional boundaries of the Authority are not included in these calculations. Each Member Agency's contribution to such expenses is dependent upon such Member Agency's governing body's yearly approval of such contribution,provided, however, that if such Member Agency's governing body does not approve such contribution, such Member Agency may be expelled. It is the intent of this Agreement that monies and Membership Fees advanced to the Authority by individual Member Agencies to cover Authority costs of operation, including costs of establishing the Authority, are to be reimbursed to said Member Agencies. Such reimbursement of funds shall be collected through the fee structures set forth above. Such reimbursement shall be authorized to the extent that it does not impair necessary worldng capital or the ability of the Authority to repay any bond or other debt obligations. Notwithstanding the above provisions, where two or more Member Agencies have dual or overlapping authority to franchise solid waste handling within any portion of the 2 f:WMs1TC8.DIR\O1ISZ30.07 CCCSWA 5109061805 11/03/97 11 :09 [5 :03 N0:647 Authority's jurisdictional boundaries, the total solid waste collected within said dual or duplicative jurisdictional boundaries shall only be counted toward or included within the total tonnage of the Member Agency actually delegating to the Authority the authority to franchise solid waste handling for the area or area involved. ARTICI F 2• P03Y RS OF THE AUTFIiORTTI' A. General Powers: 1. The Authority shall have all powers common to its Member Agencies, and such general powers shall further include, but not necessarily be limited to the following: a) To advise the Member Agencies on issues related to solid waste handling and disposal; b) To advocate the interests of the Member Agencies related to solid waste management issues with local, state and federal officials; e) To plan for transfer station(s), resource recovery facility(ies), recycling facility(ies), household hazardous waste facility(ies), landfill(s), and other solid waste facility(ies) and programs, and/or any related closure and post-closure thereof; d) To develop transfer station(s), resource recovery facility(ies), recycling facility(ies), household hazardous waste facility(ies), landfill(s), any other solid waste facility(ies) and program(s) and/or any related closure and post-closure thereof; e) To acquire and/or operate and/or contract for the operation of transfer station(s), resource recovery facility(ies), recycling facility(ies), household hazardous waste facility(ies), landfill(s) and other solid waste facility(ies) program(s) and/or any related closure and post-closure thereof; f) To regulate rates of transfer station(s), resource recovery facility(ies), recycling facility(ies), household hazardous waste facility(ies) and landfill(s); g) To issue Requests for Proposals and enter into agreements to franchise for the handling and/or disposal of solid waste, green waste, and recyclables; h) To provide any or all of the solid waste handling and/or disposal services, green waste and recycling services as set forth herein to other public agencies not members of the Authority, including issuing Requests for Proposals.and entering into agreements with and on behalf of these other public agencies concerning, but not limited to, the administration and/or regulation of rates, rate setting, 3 i:\O WC8.01R\0115230.01 CCOWA 5109061805 11/03/97 11 :09 [5 :04 N0:647 franchising and provision of any other solid waste services deemed reasonable or necessary by the Authority Board; I) To advise on matters of solid waste handling and disposal rates and charges; j) To advise public entities as to market conditions affecting the marketability of recyclable commodities; k) To market and sell recyclable commodities; and 1) To conduct joint studies and/or institute joint programs as may be required by law or are appropriate regarding solid waste handling and disposal including, but not limited to, such efforts as may be required regarding reduction of the waste stream disposed at landfills. 2. Notwithstanding the provisions of this Agreement, each Mcmbcr Agcncy retains its own exis Utng uudiority to franchise solid waste handling and disposal services and landfills within its own jurisdictional boundaries. Any Member Agency may elect to delegate to the Authority such rights with respect to solid waste handling and disposal and upon such terms and conditions as the Authority may agree. Nothing in this Agreement is intended to or does provide authority for the Authority to regulate the Acme Landfill, .Keller Canyon Landfill, or any transfer station located at the Acme Landfill, or any of their respective operations. 3. The Authority's exercise of the above general powers shall only affect those portions of the Member Agencies lying within the jurisdictional boundaries of the Authority as set forth in the Map, Exhibit 1 hereto. 'Phis provision is not intended to limit the scope of Article 2(A)(1)(h). B. 8mific Powers: In carrying out its general powers, the Authority is hereby authorized to perform all acts necessary or proper for the exercise of said powers which may include, but are not limited to, the following: 1. To make and enter into contracts and to issue Requests for Proposals; 2. To apply for and accept grants, advances and contributions; 3. To employ or contract for the services of agents, employees, consultants and such other persons or entities as it deems necessary; 4. To conduct studies; 4 Ft\DMS\TC5.DIR\O11S230.07 CCCSWA 5109061805 11/03/97 11 :09N :05 N0:647 S. To review the Contra Costa Integrated Waste Management Plan and other such public planning documents as may be developed, and recommend revisions or amendments thereto; 6. To acquire, construct, manage, maintain, operate and control any buildings, works or improvements; 7. To acquire, hold or dispose of property; 8. To acquire by condemnation proceedings such real and/or personal property and/or rights of way as in the judgment of the Authority are nccasary or proper to the exercise of its powers; 9. To incur debts, liabilities or obligations subject to limitations herein set forth; 10, To levy and collect fees and charges to the extent permitted by law; 11. To assess and collect, subject to Article S, Section A and Article 1, Section E, of both Initial Members and future agency members, fees for membership in the Authority, so as to provide moneys for the financing of its activities, operations, and expansion which are not adequately funded by the revenues collected for services provided by the Authority; 12. To issue bonds, subject to the provisions and limitations of the laws of the State of California; and 13. To adopt annually, by July 1 of each fiscal year, a budget setting forth all administrative, operational and capital expenses for the Authority, together with the apportionment of such expenses by levy against each Member Agency to the extent necessary, subject to Article 1, Section E. ARTICLE 3: ORGANIZATION OF AUTHORITY A. Board of Directors: The Authority shall be governed by a Board of Directors, hereinafter "Board", which shall exercise all powers on behalf of the Authority. The Board shall have the authority to carry out all duties and functions within the power of the Joint Exercise of Powers Agreement. The Board shall be composed of two (2) representatives from each Authority agency, who shall be elected members of such agency's governing body. Each member representative shall have the right to vote on each issue pending before the Board. The term of Board membership is unlimited except as a Member Agency may provide for its own representatives; however, as to such member representatives, Ruch term shall S FINDMINTC1.01R\0115230.07 CCCSWA 5109061805 11/03/97 11 :09 [5 :06 N0:647 automatically expire when the representative is no longer an elected officer of the agency that he or she represents on the Board. B. Dtties of the Board of Directors: The Board shall perform all acts necessary or proper to carry out the purposes of this Agreement and to execute the General and Specific Powers of the Authority, which acts include but are not limited to the following: a) Conduct Board meetings pursuant to a schedule adopted by the Board; b) Consider, modify and approve the annual work program and budget; e) Levy, fix, act and/or impose foes, assessments and charges to the extent permitted by law and by this Agreement; d) Authorize, review and accept reports and studies; e) Review, recommend, approve and/or regulate rates for services provided by the Authority or over which the Authority has regulatory power through contract or otherwise; f) Recommend action to Member Agencies and other public bodies on: i) The Contra Costa County Integrated Waste Management plan and any other such public planning douumcnis as may be develupud wid. revisions or amendments thereof; and ii) The planning, financing, development and operation of Authority activities; g) Accept agencies as subsequent parties to the Agreement and members of the Authority, and their representatives as Board members; h) Authorize the hiring and/or engagement of Authority staff; i) The Board may, from time to time, declare one of the Member Agencies as the lead agency for specific purposes as may be set forth by the Board or for the general purpose of staffing the Authority and carrying out the Authority's functions. At the time said Member Agency is appointed as a lead agency, the Board shall determine whether the member is to bear the costs of such lead agency activity or be reimbursed therefor. The Authority, in any event, shall reimburse agency members for personnel costs associated with the staffing of the Authority with Member Agency personnel; F:\DMi\TCi.D1R\011SiJ0.01 CCCSWA 5109061805 11/03/97 11 :09 D :07 NO:647 j) Establish committees to carry out Authority purposes, and appoint committee members from the Authority Board, the legislative bodies or administration of Member Agencies, Authority staff, and/or staff of the Member Agencies. The Authority shall reimburse agency members for personnel costs associated with the staffing of committees with Member Agency personnel; k) Delegate duties to Authority or Board staff and/or members, appointed committees and committee members, the City Councils and/or staff, or the Sanitary District Board and/or staff or the County Board of Supervisors and/or staff. C. Vo&g Reayirements: All actions of the Board may be undertaken by a majority vote of the Board members present, provided a quorum exists, except for such Board actions requiring a two-thirds (2/3) vote as may otherwise be set forth herein. Each Board member shall have one vote. D. Board of Directors Mems: Upon execution of this Agreement, the governing body of each agency shall, by resolution, appoint two (2) member/representatives to serve as members of the Board in conformity with the requirements of Article 3, Section A. E. SubZWuent AuLhoriJy Members: Any agency which has the authority to franchise solid waste collection in Central Contra Costa County, and franchises the same or delegates such authority to franchise to the Authority (including cities incorporated and districts formed after the effective date of this Agreement, and including the County), may become members of the Authority. Its representatives may become voting members of the Board by: (1)presenting an adopted resolution to the Board which includes a request to become a member of the Authority, (2) receiving a two-thirds (2/3) vote of all members of the Board to accept the new member, And (3)by payment of any charges and execution of all documents as may be.required by the Roard. Such charges may include such items as eompensation to the existing Authority members for previously expended costs in furtherance of Authority purposes, including staffing expenses, capital expenses, financing expenses, and assessments for losses in prior Authority operations. These examples are purely illustrative, however, and are not intended to limit the power of the Authority or the Board to fix whatever buy-in,capitalization or other equalization charges deemed nomeary or proper. Payment of such charges may be made in any manner deemed nevessary or proper by the Board, including, but not limited to cash payment, a differential rate structure at Authority facilities, future capital contributions, surcharges or by other plan which might include appropriate security. F. Board Officers: The Board shall by a majority vote elect from its members a Chairperson and a Vice Chairperson. The Chairperson and Vice Chairperson shall have one-year terms and may be re-elected so as to serve a maximum of two (2) consecutive one-year terms, unless the Board unanimously approves additional consecutive term(s) as to a particular Chairperson or Vice Chairperson. The Chairperson shall preside over 7 FA NSVC14IM011S230.07 CCCSWA 5109061805 11/03/97 11 :09 N :08 N0:647 all meetings according to the Rules and Procedures adopted by the Board. The Board Chairperson shall represent the Authority and execute any contracts and other documents when required by the Rules and Procedures. O. Board.$uj : The Board is empowered to establish its own Rules and Procedures to the extent those rules are not inconsistent with the laws of the State of California governing the operations of this Authority. H. Mee es of the Board: a) Rag : The Board shall hold scheduled public meetings at a location selected by the Board. b) Special Meetings; Special meetings of the Board may be called in accordance with the provisions of Section 54956 of the California Government Code. c) Notice of Meetings: All meetings of the Board shall be held subject to the current provisions of the Ralph M. Brown Act, being Sections 54950 Imo. of the California Government Code, and other applicable laws of the State of California requiring public meetings. d) MinutCS: The Board Chairperson shall cause minutes of all meetings to be kept and shall, as soon as possible after such meeting, cause a copy of the minutes to be forwarded to each member of the Board. I. Staffin : Each of the Member Agencies shall use its best efforts to provide staff to the Authority as may be necessary initially for the Authority to execute its powers and duties and as may be required by the Board thereafter. Staff may be drawn from Member Agencies or agency staff. Additionally, the Authority`may contract with or employ entities and/or individuals not associated with Member Agency staff, as permitted by Article 2, Section B(3). J. : The Board has the power to appoint as staff to the Board the following officers: a) -Executive Director: There may be an Executive Director appointed who will serve as the chief executive officer of the Authority. He or she shall be responsible to the Board for the management and administration of all Authority affairs pursuant to the Board's direction. Until such time as the Board may determine to appoint an Executive Director who is not a staff member of a Member Agency, and for such other times as there is no Executive Director serving, the Board may appoint an interim Executive Director, who shall have such powers and duties as are set forth in this section. 8 F ADWTCS M M0115230.07 CCCSWA 5109061805 11/03/97 11 :09 [5 :09 N0:647 An interim Executive Director shall be the chief administrative officer of one of the Member Agencies, or such other agency staff member as the Board deems appropriate. b) Treasurer and Controller. There shall be a Treasurer and Controller to be the custodian of all Authority funds, to pay demands and to make or contract for an annual audit. Such Treasurer shall be the Treasurer of one of the Member Agencies, the County Treasurer, a Certified Public Accountant or one of the Authority's officers or employees as set forth in California Government Code 1§6505.5 and 6505.6. c) S==1=: _There shall be a Secretary appointed by the Executive Director who shall be responsible for the noticing of meetings and recording of minutes of meetings as required by the Brown Act and the Rules and Procedures, in addition to such other duties as the Executive Director may assign. K. Funds, E=nditures and Audits: Bach and every expenditure of moneys &heli be authorized or approved by the Board or by a person designated by the Board to authorize expenditures. The Treasurer shall draw warrants to pay demands so authorized for payment by the Board. Before the Authority may expend any moneys or incur any financial obligation, it shall adopt a budget showing proposed expenditures for the Fiscal Year and the proposed means of financing such expenditures. The budget shall be for the ensuing Fiscal Year, beginning on July 1 of each calendar year and ending on June 30 of the following calendar year. The Board shall periodically cause an audit to be performed with regard to the financial operations of the Authority. ARTICLE 41 TERMS OF AGREEMENT A. Effective Date: This Agreement shall become effective on the date of its execution by all the agencies identified as Initial Members in Article 1, Section C. B. AMrp,ftgnts: This Agreement may be amended by a two-thirds (2/3) vote of all members of the Board. Any such amendment shall be effective upon the date of such action. C. Undertaking of Specific Projects: Although it is the intent of this Agreement, and therefore the purpose of the Authority, to cooperate jointly amongst the Member Agencies so as to provide the most efficient operation of solid waste facilities and most efficient means of handling and/or disposal of solid waste, green waste and recyclables on a regional hasais, nothing contained in this Agreement is intended to prevent the 9 F ADMAXI.D I R W I S 230.07 CCCSWA 5109061805 11/03/97 11 :09 C� :10 N0:647 Authority from undertaking projects and agreements to provide services pursuant to separate contacts between the Authority and individual Member Agencies and non- member public agencies, which projects and agreements are not intended to benefit all of the Member Agencies. The Authority shall hold title to each project and to the rights and benefits of each agreement in test for the use of the members who participate. The members who participate in a project or agreement shall indemnify and hold harmless the members who do not participate from liability of any kind resulting from, or in any way related to, the financing, construction, acquisition,operation or maintenance of such project, or resulting from or arising out of performance of such agreement_ The Authority shall have the power to proceed with the final acquisition and construction of a project which is not joined in by all Authority members, only when a separate project contract has been entered into which provides arrangements for obtaining funds sufficient to pay for all costs of such project. D. Withdrawal: a) Any Member Agency, upon written notice given by January I of any year to the Chairperson of the Board of Directors, and to all other Member Agencies, may withdraw from the Authority effective no earlier than July 1 of that year; provided, however, that the withdrawal of such Member Agency shall not terminate such Member Agency's responsibility under any obligation of such Member Agency or the Authority or any action taken in connection therewith, and further provided that the withdrawing agency may pay to the Authority on the effective date of withdrawal, all money owing to the Authority, and as to those capital expenditures that the withdrawing agency has agreed to participate in by contract or otherwise, its share of such capital expenditures. Such financial obligations of such withdrawing agency may be assumed by another entity upon a two-thirds (2/3)vote of the Board, absent the participation of the representative of the withdrawing agency. b) Notwithstanding subsection (a) above, a member shall not be permitted to withdraw from the Authority unless the Board determines by majority vote, absent the participation of the representatives of the withdrawing agency, that as of the effective date of withdrawal the Authority will have a waste stream sufficient to meet all Authority operating expenses andobligations outstanding as of the effective date of withdrawal, whether capital, operational, maintenance- related or otherwise, and to ensure that all Authority operations will not be adversely affected to a malarial extent by the withdrawal of the withdrawing member. c) Notwithstanding subsections a and b, above, any Member Agencies, regardless of whether it withdraws from Authority membership, may at any time, for any reason, upon thirty (30)days prior written notice to the chairperson of the Board 10 Ft\DMR\TCQ.DIR\0115230.07 CCCSWA a 5109061805 11/03/97 11 :095 :11 N0:647 of Directors, terminate the delegation of authority from said Member Agency granting the Authority the right to franchise on behalf of said Member Agency. As of the effective date of termination of said delegation of franchise authority, said Member Agency shall no longer be a party subject to any franchise agreement entered into on its behalf by the Authority. Said Member Agency agrees, however, to accept an assignment of all rights and obligations under each said franchise agreement entered into on its behalf by the Authority with respect to those portions of the service area of each franchise agreement located within the jurisdictional boundaries of said Member Agency. Said Member Agency further agrees to administer such partially assigned franchise agreements in good faith, pursuant to the terms of each said franchise agreement, for the balance of their respective terms. Nothing contained herein limits the right of said Member Agency and any of said franchisees from subsequently agreeing to amend said partially assigned franchise agreements. d) The withdrawing agency shall also continue to be liable for its share of Authority obligations, including, but not limited to, operations costs and the General Budget, until the effective date of its withdrawal. E. Expulsign of Member: The Board may, by a two-thirds (2/3) vote of the Board members, terminate a Member Agency's membership in the Authority for a material breach of this Agreement after six (6) months' notice to such Member Agency. A Member Agency so expelled shall be responsible for capital expenditures and non-capital obligations of the Authority as set forth in Article 4, Section D above. Further, a Member Agency so expelled shall have the rights as set forth in Article 4 D(3) with respect to termination of its delegation of franchising authority and partial assignment of the franchise agreements. F. Reinstatement: An agency, subsequent to its withdrawal, or subsequent to expulsion, may seek reinstatement as a Member of the Authority. Application for reinstatement shall be made in writing to the Board. An agency shall be reinstated upon a two-thirds (2/3) vote of all members of the Board as then constituted. The Board may require an agency seeking reinstatement to meet any terms and conditions which the Board deems appropriate. G. Division of Property and Obligations on Dissolution: Upon dissolution of the Authority as a legal entity, all debts and obligations of the Authority, including all bonded indebtedness, shall be paid, and the remaining property of the Authority shall be divided in proportion to the contributions made among all of the agencies who are parties to this Agreement at the time of its dissolution. H. FI9w Conal: With regard to any flow control rights that Member Agencies may have with respect to any solid waste, Member Agencies shall not exercise such flow control rights for solid waste collected within the Authority's jurisdictional boundaries in any 11 F!W9\TCt.0IRkO115230.07 CCCSWA 5109061805 11/03/97 11:09 D :12 N0:647 manner inconsistent with the terms of any Authority franchise or other contractual agreements. To the extent that Member Agencies may now, or in the future, have the authority to exercise flow control for the said waste stream collected within their jurisdictional boundaries, the Authority shall, on entering into a contract or franchise concerning collection, transfer and disposal of solid waste, be deemed to have the authority to exercise such flow control rights for the solid waste within the jurisdictional boundaries of the Authority under the terms of this Agreement. Nothing herein is intended in any manner to constitute an exercise of flow control by the Authority. or its Member Agencies. The intent of this Agreement is to provide recognition of the respective roles of the Authority and its Member Agencies with respect to solid waste flow control issues. Moreover, this Agreement shall be interpreted to be limited by existing and developing law on issues of flow control and interstate commerce_ 1. A r& of VjjJC S ream: The Authority shall accept the waste stream of any Member Agency, whether delivered for solid waste handling by the Member Agency or by a franchisee of the Authority or Member Agency, to the extent the Authority owns or operates solid waste handling facilities designed and constructed to accommodate the waste stream from the affected Member Agency and the facility or facilities have adequate capacity to serve the Member Agency's entire need. The Authority shall attempt to acquire, construct and/or operate Authority facilities in such a manner as to best accommodate the solid waste handling needs of all Member Agencies. J. Fending From Member Agencies: Subject to Article 1, Section E,each Member Agency shall provide its shave of the Authority's general budgetary obligation. K. IrlBbilitX: The tort liability of the Authority, all members of the Board, and all officers and employees of said Authority shall be controlled by the provisions of Division 3.6 of Title I of the Government Code of the State of California. Any tort and contractual liability incurred by or imposed upon the "Authority" shall remain the sole liability of the Authority rather than the liability of the Member Agencies, to the full extent .such allocation of liability is permitted by law. The provisions of said Division relating to the indemnification of public employees and the defense of actions against them arising out of any act or omission occurring within the scope of their employment shall apply to all Authority directors, officers and employees. Notwithstanding the specific terms of this section, the Authority and the Member Agencies shall retain the power to allocate liability between the Authority and the Member Agencies, or among the Member Agencies, In a manner other than as set forth above pursuant to written agreement or to do the same for specific projects or undertakings of the Authority. To the extent that any liability of the Authority, whether based. on contract, tort or otherwise,passes through to a Member Agency, or Member Agencies, said liability shall 12 F t 1DMt\TCt.D I R\0115230.07 CCCSWA ig 5109061805 1111WAO! H :uy LY i3 NV.04r be apportioned based upon principals of fault. If, for any reason, apportionment between Member Agencies cannot be based upon fault under the circumstances involved, then apportionment shall be based upon that proportion that the total tonnage of solid waste collected within the jurisdiction of each Member Agency bears to the total tonnage of solid waste collected within the jurisdiction of all members of the Authority as more fully described in Article 1(E). L. Tridemni : no Authority shall indemnify, defend (at the Authority's sole expense), and hold harmless the Member Agencies, their respective officers. directors,.employees, and agents from and against any and all loss, liability, penalty, forfeiture, claim, demand,action, proceeding, or suit of any and every kind and description (including,but not limited to, injury to and death of any person and damage to property, or for contribution or indemnity claimed by third parties) arising as the sole result of the Member Agency or Agencies' status as members of the Joint Powers Authority, i.e. liability of the Member Agency is derivative only. The Authority's duty to indemnify, hold harmless and defend shall survive the expiration or earlier termination of this Agreement. M. Insurance; Each Member Agency and its respective officers, directors and employees shall be named as additional insured to the same extent and degree that the Authority and Its officers, directors and employees are named as additional insureds with respect to any insurance as required by the Authority pursuant to the terms of any contract or franchise agreement entered into by any other party with the Authority. N. Term andT,minglon,- This Agreement shall continue in force until terminated as specified by this section. This Agreement may be terminated at the end of any Fiscal Year by consent of all Member Agencies; however, this Agreement and the Authority shall continue to exist for the purpose of disposing of all claims, the distribution of assets, and any other functions necessary to conclude the affairs of the Authority. Upon termination,payment of the obligations and division of the property of the Authority shall be conducted pursuant to Section G of this Article. ARTICLE 5: PROTECT FINA_NCIN r A. Sc=te CoaUwU: Financing of specific capital projects, such as the acquisition or construction of solid waste facilities by the Authority, shall be subject to separate contracts between the Authority and Member Agencies which intend to participate in the specific facility. The contracts shall set forth each agency's responsibility for capital expenditures and operating expen.w-R, as well as such other terms as may be appropriate. B. j&: The Authority may issue or cause to be issued bond and other indebtodncss, and pledge any property and/or revenues as security to the extent permitted by law. Any and all debts, liabilities, and obligations incurred by or imposed upon the Authority shall be 13 fs WIVCi.D1110115230.07 CCCSWA 5109061805 11/03/97 11 :09 [Y :14 NU:nor the debts, liabilities, and obligations solely of the Authority, rather than the debts, liabilities, and obligations of the individual Member Agencies. C. Financial contribution: For agencies joining the Authority after the effective date of this Agreement,the Board shall determine such agencies'proportionate financial contribution, which is due upon joining the Authority. D. : It is intended that the liabilities of the Authority, to the fullcst extent possible, are funded by revenues generated by facility operations or through solid waste fees and franchise fees based on services provided by Authority or pursuant to Authority direction or regulation. AR'I'IC1;E 6: EXERCL>,_OF AUTHOR='.% ROWERS This Agrecment is entered into under the provisions of Article 1 of Chapter 5, Division 7, Title One of the Government Code concerning Joint Powers Agreements. As to those powers vested in the Authority pursuant to Section 6508 of the Government Code, they shall be exercised in the same manner and subject to the same restrictions as those applicable to a sanitary district pursuant to statutes and laws of the State of CaUfornla. 14 FsVM %TCS.OtR\0115230.07' CCCSWA 5109061805 11/03/97 11 :Uy D :15 N0:04r ARTICLE 7: OBLIGATIONS OF AUTHORITY Any and all debts, liabilities, and obligations incurred by or imposed upon the Authority shall be the debts, liabilities, and obligations solely of the Authority and no capital or administration debt, liability, or obligation shall thereby be imposed upon any party to this Agreement or the collective parties hereto. PASSED AND ADOPTED this 24th day of August , 1995 by the following vote: AYES: Members: Bishop, Hicks, Hockett, Rainey, Smith, Wolfe NOES: Members: None ABSENT: Members: None js�-z �4. President of the Board of Directors Central Contra Costa Solid Waste Auth144U, ty COUNTERSIGNED: 10. Sec Cenkdl Contra Costa Solid Waste Authority J _ s 70""� ^, . j' APPROVED AS TO FORM: Kentofi L. Alm District Counsel 15 r:wimics.ais�o»sz;o.oi AMENDMENT NUMBER TWO TO JOINT EXERCISE OF POWERS AGREEMENT CENTRAL CONTRA COSTA SOLID WASTE AUTHORITY 1. Section O shall be added to Article 4 of the First Amended Joint Exercise of Powers Agreement of the Central Contra Costa Solid Waste Authority and shall read as follows: O. Concurrent Membership of Central Contra Costa Sanitary District and Cities/Towns of Orinda. Moraga. Lafayette and Danville: The.Central Contra Costa Sanitary District as an Initial Member of the Authority may remain as a Member until withdrawal or expulsion pursuant to Article 4 of this Agreement. The Central Contra Costa Sanitary District's membership may continue, notwithstanding the membership of each of the Cities comprising much of the territory which CCCSD has historically franchised and which franchise authority Central Contra Costa Sanitary District has previously delegated to the Authority. The membership of Orinda, Moraga, Danville and Lafayette may make appropriate the clarification of potential respective fiscal issues. To the extent operating expenses exceed revenues and, as provided in Article 1, Section E, Member Agencies become responsible for payment of funds in excess of those funds provided to the Authority from fees generated through the administration of the Authority solid waste franchise, then Central Contra Costa Sanitary District, which currently generates no tonnage, shall be required to pay a pro rata share equal to one over the total number of Member Agencies times the total supplemental funding required for the Authority. The remaining portion of the unfunded expenses to be assessed against Member Agencies will be assessed based on total tonnage as required by Article 1, Section E. This same methodology shall be applied to any liability which would otherwise be passed through to Member Agencies based solely upon the proportion of total tonnage under the terms of Article 4, Section K. (For example, if there are seven Member Agencies including Central Contra Costa Sanitary District, and operating expenses exceed the funds generated by $14,000, Central Contra Costa Sanitary District shall pay one seventh times $14,000, or $2,000. The remaining $12,000 shall be assessed against the 1 F:\DMS\KLA.DIR\0131201.01 remaining six Member Agencies, based on each of their respective percentage shares of total tonnage.) 2. All other terms and conditions of the First Amended Joint Exercise of Powers Agreement shall remain in full force and effect without modification. PASSED AND ADOPTED by the Central Contra Solid Waste Authority Board of Directors this 22nd day of February , 1996, by the following vote: AYES: Members: Bishop, Hicks, Hockett, Rainey, Wolfe NOES: Members: None ABSENT: Members: QeSaul i ni er Gene Wolfe, Chair, Central Contra Costa Solid Waste Authority, County of Contra Costa, State of California COUNTERSIGNED: Jo ce E. urphy S of the Central Contr Solid Waste Authority, County of Contra Costa, State of California APPRO ED AS TO FORM: CA Kenton L. Alm County for the Authority 2 F:\DMS\KLA.DIR\0131201.01