HomeMy WebLinkAboutStaff Report 5.A 02/27/2017Agenda Item.-45,A-
. F
DATE: February 27, 2017
TO: Honorable Mayor and Members of the City Council through City Manager
FROM: Dan Stl ,Oh ,ASCE — Director, Public Works and Utilities Department
sT�
SUBJECT: Resolution to Approve Draft Amended and Restated Joint Exercise of Powers
Agreement for the Sonoma County Waste Management Agency
RECOMMENDATION
It is recommended that the City Council adopt the attached Amended and Restated Joint Exercise
of Powers Agreement (JPA) for the Sonoma County Waste Management Agency (SCWMA).
BACKGROUND
SCWMA was formed in 1992 to address state legislation requiring cities and counties to divert a
minimum of 50% of their waste from landfill disposal by 2000. The SCWMA's core programs
currently include Wood Waste and Yard Debris (organic material) processing, Household
Hazardous Waste (HHW) collection and proper disposal, solid waste education and outreach,
and state - required solid waste planning and reporting. The SCWMA's term was originally set for
25 years, but all members, including the City of Petaluma on January 25, 2016, agreed to extend
the term an additional year, so the current term expiration is February 11, 2018. The matter of
amending the JPA and evaluation of alternative means of delivering solid waste services was
considered by the Council on May 4, 2015 at which time Council directed staff to respond to
governance alternatives and work to extend the JPA beyond the 2017 expiration date.
DISCUSSION
The SCWMA Board of Director's, and governing Councils and Boards of member agencies have
been discussing the future of SCWMA programs for over three years. During that time, the
efficacy of SCWMA programs has been examined by third parties and determined to have
greater value performed by the SCWMA than with each jurisdiction performing the tasks
individually. Based on input from Board deliberations and input from City staff, and City
attorneys, SCWMA staff and General Counsel have drafted an Amended and Restated Joint
Exercise of Powers Agreement, included as Attachment 2.
The Amended and Restated agreement retains the existing core,programs, which include
organics, HHW, education/outreach, and planning /reporting, while introducing the following
noteworthy provisions:
• Continuing with the current composting program which entails directing green
waste and wood waste to out -of- county compost facilities and allowing members
to opt into a potential future organics management program
• Allowing for HHW collection and processing to continue at the Central Disposal
Site and adding flexibility to establish additional sites elsewhere in the county
• Allowing members to opt out of additional, non -core programs, and requiring that
only participating members incur any additional costs for implementing those
programs
• Removing the 25 -year term, the SCWMA would remain in existence until
dissolved, but requiring that a review of SCWMA programs be performed every
ten years during a public meeting to determine whether any agreement
amendments are necessary
• Retaining the unanimous vote requirement for the acquisition of interest in real
property with a value of greater than $250,000
• Requiring a supermajority vote of 8 out of 10 board members for the adoption of
the SCWMA annual budget or budget amendments, authorization of expenditures
of $250,000 or more to a single source within a single fiscal year, and incurrence
of debt from public or private lending or financing sources in an amount of
$250,000 or more
• Removing provisions requiring the County to provide sites for composting and
HHW at the Central Landfill
This is consistent with what has been discussed and presented before.
A comparison of the existing and proposed SCWMA agreements is included as Attachment C.
The SCWMA Board of Directors reviewed and approved for distribution the attached agreement
for the SCWMA at the December 21, 2016 SCWMA Board of Directors meeting. For the
attached Amended and Restated Joint Exercise of Powers Agreement for the SCWMA to
become effective, all participating members must approve the agreement in the same form.
Attorneys representing all Sonoma County cities, town, and the County have reviewed the
agreement thoroughly, and all known legal concerns were addressed in this final draft. Any
changes to the agreement proposed by this Council would need to be approved by all other
participating members, including members who may have already approved this agreement. It is
requested that any proposed changes be made with the understanding that arriving at this
agreement language has required additional hours of collective negotiations with other member
agencies, and that even minor changes will require additional analysis and consideration by all
participating members.
FINANCIAL IMPACTS
There are no additional funding impacts expected from the approval of the Amended and
Restated Joint Exercise of Powers Agreement for the SCWMA, as the funding sources for that
agency, including tipping fee surcharges, grants, and agreement- defined contributions, are not
expected to change in the 2017 -18 Fiscal Year.
2
In the event of non - participation, additional costs for City implementation of SCWMA programs
range from about $15,000 to $450,000 per year. In the City's independent study presented at the
May 4, 2015 Council meeting, it was estimated that non - participation would reduce City HHW
level of services and cost the City residents a one -time charge of approximately $100,000, with
an increase in annual costs of nearly $300,000.
ATTACHMENTS
1. Resolution
2. Memo summarizing key agreement provisions
3. Amended and Restated Joint Exercise of Powers Agreement
4. Comparison of Existing and Proposed Agreement Provisions
Attachment 1
RESOLUTION TO APPROVE DRAFT AMENDED AND
RESTATED JOINT EXERCISE OF POWERS AGREEMENT FOR THE
SONOMA COUNTY WASTE MANAGEMENT AGENCY
WHEREAS, the cities of Cloverdale, .Cotati, Healdsburg, Petaluma, Robnert Park, Santa
Rosa, Sebastopol, Sonoma, and Windsor and County of Sonoma (Membership) entered into a
certain agreement for the joint exercise of powers in the form of the Sonoma County Waste
Management Agency (SCWMA) to deal with waste management issues originally in February
1992; and
WHEREAS, the Membership of the SCWMA amended the Joint Powers Authority
(JPA) agreement in the First Amendment on January 24, 1996; and
WHEREAS, the Membership of the SCWMA amended the JPA agreement in the
Second Amendment January 29, 2014; and
WHEREAS, the original term of the JPA was 25 years and would expire on February 11,
2017; and
WHEREAS, the Membership of the SCWMA extended the term of the JPA agreement
for one additional year, to February 11, 2018; and
WHEREAS, over the past three years, the efficacy of SCWMA programs has been
examined by third parties and determined to have greater value performed by the SCWMA than
with each jurisdiction performing the tasks individually; and
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of
Petaluma approves of this Amended and Restated Joint Exercise of Powers Agreement for the
Sonoma County Waste Management Agency; and
BE IT FURTHER RESOLVED that the City Council of the City of Petaluma
authorizes the City Manager to execute the Amended and Restated Joint Exercise of Powers
Agreement for the Sonoma County Waste Management Agency.
11
Attachment 2
I a i
el Ik
BEST BEST & KMEGER
ATTORNEYS AT LAW
Memorandum
To:
Patrick Carter
From:
Ethan Walsh
Agency Counsel
Date:
January 13, 2017
Re:
Amended and Restated Joint Exercise of Powers Agreement
I. Introduction
This memorandum summarizes the key provisions of the Amended and Restated Joint Powers
Agreement ( "the "JPA Agreement ") that the Sonoma County Waste Management Agency
( "Agency ") Board directed staff to pass on to the Members, for consideration by their legislative
bodies. I have also enclosed a document that compares some of the key provisions of this
Agreement to the Original Joint Powers Agreement, as it has been amended to date.
II. Key Terms of Draft Agreement
A. Core Programs. (Section 4)
The Agency's core programs include:
Household Hazardous Waste Recycling Program; (2) Composting Program; (3) Education
Program; and (4) Reporting Program.
(1)
1. Household Hazardous Waste Program: (Section 4.A) This section largely
tracks the language in the current JPA agreement and allows that the HHW Program will
continue as is. The one significant change is that the description of this program allows
that while the program is currently operated at the Central Landfill, that location may be
moved as deemed necessary or appropriate by the Board. This language is intended to
give the Board flexibility to relocate the program if needed during the life of the Agency.
2. Composting_ Program: (Section 4.B) This Section contains the most
significant changes to any of the Core Programs.
i. Current Program: (Section 4.B.i) The draft JPA Agreement
provides that the Agency may continue to operate its current composting program,
which consists of the collection and processing of yard waste, residential food
waste and wood waste at the Central Landfill and Transfer Stations (Section
4.B.i). This language is intended to ensure that the Agency has the authority to
continue operating its current program of hauling compostable materials received
from member agencies for so long as this service is needed.
ii. Withdrawal from Current Program: (Section 4.B.ii) This section
allows that members can withdraw from the current program with ninety (90)
38066.00003\29488103.1 5
I lei Ik
BEST BEST & KMEGER �1
ATTORNEYS AT LAW
days written notice to the Agency. We recognize that some of the member
agencies are exploring different options for composting, and may want to enter
into an alternative arrangement separate from the other members. This
withdrawal provision is intended to give all members the flexibility to transition
to a different option, while still allowing the other members to continue with the
existing program for as long as necessary. The compost program is funded from
tipping fees collected from compost delivered to the Central Landfill and Transfer
Stations. So if an individual member withdraws, that member will no longer be
charged for composting. Further, the Agency is only charged for the compost
materials delivered to the various out of county composting facilities utilized as
part of the current program. These factors allow for a fairly straight forward
transition if a member or members withdraw from the Current Program. A
member that has withdrawn may rejoin the Current Program, but only if approved
by a majority vote of the Board.
iii. Alternative Composting Programs: (Section 4.B.iii) This section
provides the Agency with the authority to develop an alternative program for
composting to serve all or some of the Agency's members. However, any
alternative program would have to be developed through a separate agreement
between the participating members, or through an additional amendment to the
JPA Agreement. This gives the Agency the ability to take the lead in developing
a composting solution for the region, and the flexibility to either implement a
program itself, or allow member agencies to develop a program or programs to
meet their needs.
3. Education Program. (Section 4.C) The Agency will continue to operate its
education program as it has in the past. The new language is not intended to change the
Agency's existing program.
4. Reporting Program. (Section 4.1)) The Agency will continue to serve as a
Regional Agency and conduct mandated reporting for the member agencies as required
under the Integrated Waste Management Act. The language in this section regarding
civil penalties, contingency plans, and members' duties and responsibilities is taken from
the First Amendment to the current JPA Agreement, which originally established the
Agency as a regional agency for reporting purposes. This language does not make
changes to the Agency's existing reporting program.
B. Additional Programs: (Section 5) The Agreement allows that the Agency can
develop and implement additional regional programs related to waste diversion for the member
agencies. These types of programs could include the development of ordinances or programs on
a regional basis that would further the Agency's waste diversion goals. However, these
programs would only be implemented in jurisdictions that actually approved the program or
38066.00003\29488103.1 6
ii:
BEST BEST & KMEGER �I
ATTORNEYS AT LAW
ordinance. This section allows the Agency to continue to develop and implement programs
similar to the plastic bag ban, but also allows individual members to retain their legislative
authority to decide whether or not they want to adopt these programs in their jurisdiction.
Further, funding for any of these additional programs would be incorporated into the Agency
budget, so that the Board members can ensure that the Agency is not spending an undue amount
of resources on these additional programs.
Additionally, once an Additional Program is developed, if some, but not all of the
members choose to participate in that program and have the Agency implement that program for
them, those members will need to pay the Agency for the cost of implementation. This would
not include the cost of developing the additional program, which would be shared by all
members and would be paid for out of the Agency fee charged against solid waste received in the
County. It would also not include the indemnification of individual members from a challenge to
the additional program. So, if the Agency developed a model ordinance and that model
ordinance was adopted by members as an additional program, the Agency would still indemnify
the individual member against any legal challenges to that ordinance, even if not all members
choose to participate in the program.
C. Term: (Section 6.B) This section provides that the Agency shall remain in
existence until it is dissolved (i.e., no fixed term). This is in contrast to the Original Agreement,
which included a 25 year term, at the end of which the Agency would be dissolved. The JPA
agreement does include a separate section providing that the Agency shall conduct a public
meeting every ten years to review the terms of the Agreement, and the Executive Director and
Agency Counsel will make a recommendation on whether any amendments to the Agreement are
needed. (Section 8.H) This section does not require the Members to make any amendments, nor
does it prevent the Members from making amendments at another time.
D. Directors and Alternates: (Section 7.B) The Board composition will remain the
same, with each member having one spot on the Board, and the members having the option of
appointing an elected official or staff member, at their discretion.
E. Supermajority Vote Items. (Section 8.F) The Board will need an 8/10 to approve
any of the following items: (i) Approval or amendment of the Agency budget; (ii) incurrence of
debt greater than $250,000; (iii) expenditures in an amount greater than $250,000; and any
increases or adoption of new fees. Additionally, the Board will need unanimous approval of
acquisition of any interest in real property with a value of greater than $250,000. These sections
are changed from the original agreement, which required a unanimous vote for major project
expansions, approval of the budget, and capital expenditures of greater than $50,000.
F. Withdrawal of Members. (Section 10.E) The draft JPA Agreement provides that
any Member may withdraw from the Agency upon one hundred eighty (18 0) days written notice
to the Agency and the other Members, provided that the withdrawal can only be effective at the
38066.00003\29488103.1 7
I lei I&
BEST BEST & KMEGER !�
ATTORNEYS AT LAW
end of a given Fiscal Year. The Agreement provides that in the event a Member withdraws, the
Agency will have no obligation to disburse any property or assets to the withdrawing member,
and the Agency shall have no further obligation to the withdrawing Member.
G. Dissolution of the Agency. (Section 10.G) The draft JPA Agreement includes a
provision allowing for the dissolution of the Agency. The Agency can be dissolved by a
unanimous vote of the Board and approval of the Members' governing boards, provided that the
Agency will not be dissolved until all its debts and liabilities are eliminated. If the Agency has
remaining assets after all debts and liabilities are eliminated, those are divided amongst the
members on a pro rata basis, based on the population of the member agencies.
H. Agreements with Individual Member Agencies. ncies. (Section 12.G) In addition to
including the Agency's authority to continue to collect the Waste Management Fees,
Composting Fees, and any fees adopted in the future to fund its programs, the amended and
restated JPA Agreement grants explicit authority for the Agency to enter into individual
agreements with member agencies to make available some or all of the Core Programs and
Additional Programs in exchange for direct compensation. This is intended to grant the Agency
more explicit authority to enter into arrangements similar to the Agency's existing relationship
with the City of Petaluma.
I. Provisions Removed from the Current JPA Agreement. The current JPA
Agreement includes certain provisions that require the County to provide sites for the operation
of the composting operation and household hazardous waste sites at the Central Landfill. These
provisions are not included in the new draft JPA Agreement. The County and Agency both
recognized that the current JPA Agreement does not have sufficient detail regarding the terms
pursuant to which the Agency can use the Central Landfill, and therefore entered into separate
License Agreements that govern the use of property at the Central Landfill. Given that the
Agency has separate, detailed agreement that govern the Agency's use of the County's property,
it is unnecessary to include those provisions as a term of the JPA. Further, the Agency should
retain flexibility to relocate both the composting and household hazardous waste recycling
programs as necessary. Rather than specifying a location for these programs, the draft JPA
Agreement gives the Agency additional discretion by not committing to a specific location.
38066.00003\29488103.1 8
COMPARISON OF KEY JPA TERMS
(1) Household hazardous waste (2) Wood
waste (3) Yard waste (4) Public education
and (5) Regional reporting ofwaste
diversion
Agency can implement "non-cnne
p/oBnamo", including adoption of
ordinances. Participants may elect tueither
participate o/ not participate in non-core
programs.
Attuobunmnt3
Core programs are essentially the same: (1)
Household hazardous waste (2) diversion of
organic materials (includes yard waste and
wood waste) (3) Public education (4)
Regional reporting
the Central Landfill for HHW acceptance.
The HHW program is available to residents
of all member agencies.
W
original JPA Agreement Amended and Restated JPA Agreement
non-participation does not reduce a
member's fiscal participation.
0 member Board of Directors. One vote Same
per jurisdiction. Board members are elected
officials or staff, as determined bymember
governing boards. |
Unanimous vote required for budget
approval, capital expenditure over $Bl000
and major program expansions. All other
votes are majority.
10
ff-Mr, Ir
om♦ =, �
Original JPA Agreement Amended and Restated JPA Agreemen5
11
Attachment 4
AMENDED AND RESTATED
JOINT EXERCISE OF POWERS AGREEMENT
FOR THE SONOMA COUNTY WASTE MANAGEMENT
AGENCY
THIS AMENDED AND RESTATED JOINT EXERCISE OF POWERS
AGREEMENT ( "Agreement') is made and entered into as of March 1, 2017 ( "Effective
Date "), by and among the County of Sonoma, a political subdivision of the State of California, the
City of Cotati, a California municipal corporation, the City of Cloverdale, a California municipal
corporation, the City of Healdsburg, a California municipal corporation, the City of Petaluma, a
California municipal corporation, the City of Rohnert Park, a California municipal corporation, the
City of Santa Rosa, a California municipal corporation, the City of Sebastopol, a California
municipal corporation, the City of Sonoma, a California municipal corporation, and the Town of
Windsor, a California municipal corporation (collectively "Members" and each individually a
"Member ").
RECITALS
A. The Members are authorized and empowered to contract with each other for the
joint exercise of powers pursuant the Joint Exercise of Powers Act (Government Code Section
6500 et seq.) (the "JPA Act ").
B. The California Integrated Waste Management Act of 1989 (Public Resources Code
Section 40000 et seq.) (the "Integrated Waste Management Act ") requires Members to divert
recyclable and recoverable materials from the waste stream and to cooperate to achieve certain
waste diversion goals.
C. On or before September 9, 1992, the Members entered into that certain Agreement
between the Cities of Sonoma County and Sonoma County for a Joint Powers Agency to Deal
With Waste Management Issues (Wood Waste, Yard Waste, Household Hazardous Waste, and
Public Education) (the "Original Agreement ") to enable the Members to jointly exercise their
powers to address issues related to the management of wood waste, yard waste and household
hazardous waste and to provide public education related to waste diversion within the Members'
jurisdictions.
D. The Original Agreement created a separate public entity known as the Sonoma
County Waste Management Agency (the "Agency ") to implement the purposes of the Original
Agreement.
E. On January 24, 1996, the Members entered into that certain First Amendment to
Agreement Between the Cities of Sonoma County and Sonoma County for a Joint Powers
Agency to Deal with Waste Management Issues (the "First Amendment ").
F. On March 27, 2014, the Members entered into that certain "Second Amendment to
Agreement Between the Cities of Sonoma County and Sonoma County for a Joint Powers
Agency to Deal with Waste Management Issues (the "Second Amendment ").
12
G. The Members desire to continue to jointly exercise common powers and authority
through the Agency and to amend and restate the terms of Original Agreement as amended by
the First Amendment and the Second Amendment, as with respect to the terms and provisions set
forth herein.
► ►_
NOW THEREFORE, in consideration of the matters recited and the mutual promises,
covenants, and conditions set forth in this Agreement, the Members hereby agree as follows:
1. DEFINITIONS
As used in this Agreement, unless the context requires otherwise, the meaning of the
terms hereinafter set forth shall be as follows:
A "Agreement" means this Amended and Restated Sonoma County Waste
Management Agency Joint Exercise of Powers Agreement.
B. "Agency" shall mean the Sonoma County Waste Management Agency, which is a
separate entity created by this Agreement pursuant to the provisions of California Government
Code sections 6500 et seq.
C "Board of Directors" or "Board" shall mean the governing body of the Agency as
established by Section 7 of this Agreement.
D. "Bylaws" shall mean the bylaws adopted by the Board of Directors pursuant to
Section 9.05 of this Agreement to govern the day -to -day operations of the Agency.
E "Director" and "Alternate Director" shall mean a Director or Alternate Director
appointed by a Member pursuant to Section 7.B of this Agreement.
F. "First Amendment' shall have the meaning set forth in Recital E.
G "Fiscal Year" shall mean that period of 12 months established as the Fiscal Year
of the Agency pursuant to Section 12.B of this Agreement.
H "Food Waste" shall mean a waste material of plant or animal origin that results
from the preparation or processing of food for animal or human consumption; and that is separated
from the municipal solid waste stream. Food waste includes, but is not limited to, food waste from
food facilities as defined in Health and Safety Code section 113789 (such as restaurants), food
processing establishments as defined in Health and Safety Code section 111955, grocery stores,
institutional cafeterias (such as, cafeterias in prisons, schools and hospitals), and residential food
scrap collection. Food waste does not include any material that is required to be handled only
pursuant to the California Food and Agricultural Code and regulations adopted pursuant thereto.
13
1/13/2017
3 8074.00001\29307286.10
I "Hazardous Waste" shall mean waste as defined in Section 40141 of the Public
Resources Code and Section 25117 Health and Safety Code that is, waste or combination of
wastes, which because of its quantity, concentration, or physical, chemical, or infectious
characteristics may do either of the following: (i) Cause, or significantly contribute to, an increase
in mortality or an increase in serious irreversible, or incapacitating reversible, illness; (ii) Pose a
substantial present or potential hazard to human health or the environment when improperly
treated, stored, transported, or disposed of, or otherwise managed.
J "Household Hazardous Waste" shall mean waste materials determined by the
California Department of Resources Recycling and Recovery, the Department of Health Services,
the State Water Resources Control Board, or the Air Resources Board to be of such a nature that
they must be listed as hazardous in state statutes and regulations, and which are
toxic /ignitable /corrosive /reactive, or carcinogenic /mutagenic /teratogenic; and are discarded from
householders as opposed to businesses.
K "Integrated Waste Management Act" shall mean the California Integrated Waste
Management Act of 1989, set forth at California Public Resources Code Section 40000 et seq.,
including all laws and regulations supplemental thereto, as they may be amended from time to
time.
L "JPA Act" shall mean the Joint Exercise of Powers Act, set forth at California
Government Code, sections 6500, et seq., including all laws and regulations supplemental thereto,
as they may be amended from time to time.
M, "Member" or "Members" shall mean the agencies as listed in the preamble of this
Agreement, above. .
N "Original Agreement" shall have the meaning set forth in Recital C.
Q "Regional Agency" shall mean the designation of the Agency as a "Regional
Agency" by the California Integrated Waste Management Board in compliance with Public
Resources Code Section 40975.
P. "Residential Food Waste" shall mean Food Waste generated by people residing
within the Members' jurisdictions who own or occupy single family homes or residential
structures with no more than four separate residential living units.
Q "Second Amendment" shall have the meaning set forth in Recital F.
R "Wood Waste" shall mean solid waste consisting of wood pieces or particles,
which are generated from the manufacturing or production of wood products, harvesting,
process or storage of raw wood materials, or construction and demolition activities.
S. "Yard Waste" shall mean any wastes generated from the maintenance or
alteration of public, commercial or residential landscapes including but not limited to, yard
clippings, leaves, tree trimmings, pruning, brush, and weeds.
14
1/13/2017
38074.00001\29307286. 10
2. PURPOSE
A. Amended and Restated Agreement. The purpose of this Agreement is to modify
and amend the Original Agreement with respect to the purposes, membership, governance,
administration and operation of the Agency, and to allow the Agency to continue operations for
an extended term as set forth herein. The terms and provisions of this Agreement replace the
Original Agreement as amended by the First Amendment and the Second Amendment in its
entirety. Unless expressly stated herein, this Agreement does not affect any of the Agency's
contracts, debts, revenues, claims, obligations, policies, procedures or bylaws that pre -date this
Agreement, which will continue to remain in full force and effect in accordance with their terms
and /or applicable law.
B. Continuation of the Sonoma County Waste Management Agency as a Separate
Public Entity. The Members created the Agency as a distinct public entity, separate and apart
from the Members, pursuant to and in accordance with the provisions of the JPA Act. It is the
intent of the Members that under this Agreement the Agency shall continue as a distinct public
entity under the JPA Act and other applicable. law.
C. Core Programs. The Agency has the authority to provide the following core
programs to the Members: (1) Provide for the recycling and disposal of Household Hazardous
Waste from the Members' jurisdictions (the "Household Hazardous Waste Program"); (2)
provide services and programs to provide for or facilitate the diversion of organic material,
including but not limited to Yard Waste and Wood Waste (the "Organic Materials Program"); (3)
provide education regarding recycling, composting and other methods of waste diversion to
Members and the public (the "Education Program"); and (4) conduct, prepare and submit all
monitoring and reporting as a Regional Agency as required pursuant to the Integrated Waste
Management Act (the "Reporting Program "). The Agency may not add to or eliminate these
core programs except by amendment of this Agreement. The Core Programs are further
described in Section 4 of this Agreement.
D. Additional Programs. The Agency may conduct additional planning activities and
development of regional programs that are related to the furtherance of increasing waste
diversion within the Members' jurisdictions, provided that implementation of any regional
program or plan developed by the Agency within any individual Member's jurisdiction shall be
subject to the review and approval of the Member's governing body. The Additional Programs
are further described in Section 5 of this Agreement.
3. POWERS
A. General Powers. The Agency shall have the powers common to the Members
to this Agreement that are necessary or convenient to the implementation and ongoing operation
of the Core Programs and Additional Programs, as well as other powers accorded to it by law,
subject to the restrictions set forth herein.
B. Specific Powers. The Agency is authorized in its own name to perform all acts
necessary for the exercise of common powers to carry out this Agreement, including but not
15
1/13/2017
3 8074.0000 1\29307286.10
limited to the following:
i. To make and enter into contracts;
ii. To employ agents and employees;
iii. To obtain legal, financial, accounting, technical and other services as
needed to carry out its purposes;
iv. To acquire, construct, manage, maintain and operate any buildings, works,
or improvements;
V. To acquire, hold, lease or dispose of property;
vi. To incur debts, liabilities, and obligations;
vii. To impose, levy, collect or cause to be collected, to receive and use charges
and fees as provided by law;
viii. To accumulate operating and reserve funds and invest the same as allowed
by law for the purposes of the Agency.
ix. To apply for, accept and receive all permits, grants, loans or other aids from
any federal, state or local public agency;
X. To receive donations of property, funds, services and other forms of
financial assistance from any person, entity or agency;
xi. To invest money that is not needed for immediate necessities, as the Board
determines to be advisable, in the same manner and upon the same conditions that apply to
other local agencies as specified in Section 53601 of the Government Code.
xii. To sue and be sued in its own name;
xiii. To promulgate, adopt and enforce any by -laws, rules, regulations, policies
and procedures in accordance with Section 5 of this Agreement as may be necessary and
proper to implement and effectuate the terms, provisions and purposes of this Agreement;
and
xiv. To carry out any power necessary or incidental to the foregoing powers in
the manner and according to the procedures provided for under the law applicable to the
16
1/13/2017
3 8074.00001\29307286.10
Members to this Agreement and to perform all other acts necessary or proper to fully carry
out the purposes of this Agreement.
C. Restriction on Exercise of Powers. Pursuant to the JPA Act, all common powers
exercised by the Agency shall be exercised in a manner consistent with, and subject to, the
restrictions and limitations upon the exercise of such powers as are applicable to the County of
Sonoma.
4. CORE PROGRAMS
A. Household Hazardous Waste Program. Pursuant to a license agreement
between the Agency and the County of Sonoma, the Agency operates a program at the Sonoma
County Central Landfill (the "Central Landfill') for the collection and storage of Household
Hazardous Waste. The Agency separately contracts with an operator to collect, sort, store,
package and transfer the Household Hazardous Waste collected by designated haulers and other
entities approved by the Agency, and from members of the public who are residents of a Member.
Hazardous Waste generated by small quantity generators may be accepted, but shall be funded
entirely by the generators using the service. The Household Hazardous Waste Program shall
continue to exist and operate in compliance with all applicable laws, rules and regulations and in
substantially the same manner as on the Effective Date of this Agreement, provided that the
Agency Board shall be permitted to change the location of the program or add additional locations
from time to time, as deemed necessary or convenient by the Agency Board, and to make other
changes to the program as necessary to ensure continued compliance with all applicable laws,
rules and regulations.
B. Organic Materials Program. The Agency has the authority to operate a program
for the diversion of organic material, including but not limited to yard waste and wood waste.
i. Current Program. As of the Effective Date, the Agency operates a
program for the collection and processing of Yard Waste, Residential Food Waste and
Wood Waste received at the Central Landfill or the Annapolis, Guerneville, Healdsburg
and Sonoma Transfer Stations (collectively, the "Transfer Stations ") from any source
within the jurisdictions of the members that participate in the program (the "Current
Composting Program "). The Current Composting Program is and shall continue to be
funded by a tonnage disposal fee levied against Yard Waste, Residential Food Waste and
Wood Waste received at the Central Landfill and the Transfer Stations. The Agency shall
continue to operate the Current Composting Program, provided that the Agency may from
time to time change the locations at which the Yard Waste, Residential Food Waste and
Wood Waste are received, until such time that: (i) The Agency and /or individual Members
have developed and implemented an alternative program or programs that provides for the
diversion of organic material, including, at a minimum, Yard Waste, Residential Food
Waste and Wood Waste, for all of the Members as contemplated in Section 4.B.iii below,
or (ii) each of the Members has withdrawn from the Current Composting Program, as
permitted under Section 4.B.ii below.
17
1/13/2017
38074.00001\29307286.10
ii. Withdrawal from Current Program. Any of the Members may withdraw
from the Current Composting Program upon ninety (90) days written notice to the Agency.
Upon withdrawal from the Current Program, the withdrawing Member shall no longer be
permitted to deliver Yard Waste, Residential Food Waste and Wood Waste to the Central
Landfill or Transfer Stations for processing. A Member that has withdrawn from the
Current Composting Program or is not participating as of the Effective Date, may rejoin
the Current Composting Program if such request to rejoin is approved by the Agency
Board. Even if all Members withdraw from the Current Program, the Agency shall retain
the authority set forth in subsection iii below, even if that authority is not exercised. The
withdrawal of all Members from the Current Program shall not constitute an elimination of
the Organic Materials Program requiring an amendment to this Agreement.
iii. Alternative Organic Materials Programs. The Agency shall have the
authority, at the direction of the Agency Board, to solicit information and /or request
proposals for alternative programs for diversion of organic materials to serve some or all
of the Members. The Agency shall serve as a resource to its Members in developing
solutions for the diversion of organic materials that will serve the region, either through
the development of a single regional organic materials program or multiple programs
serving individual Members or groups of Members, including providing advice and
expertise to such Members, as directed by the Agency Board. The Agency shall further
have the ability to develop and implement an alternative organic materials program that
serves the Members or a portion of the Members, provided that any such program shall be
implemented through a separate agreement or amendment to this Agreement, and shall be
approved by the governing board of each participating Member, and any Member that is
not participating in such a future organic materials program shall not have any obligations,
financial or otherwise, pursuant to such future organic materials program.
C. Education Program. The Agency provides information and education to
individuals using the Agency's services and individuals who live or work in the Members'
jurisdictions in order to maximize use of the Agency's programs, encourage recycling and other
forms of waste diversion, and otherwise further the purpose and goals of the Agency. The
Education Program shall continue to exist and the Agency shall continue to operate such program
in compliance with all applicable laws, rules and regulations in furtherance of the Agency's
purposes and goals, as directed by the Agency Board.
D. Reporting Program.
i. Regional Agency. The Agency is and shall continue to be a Regional
Agency for purposes of Section 40971 of the Integrated Waste Management Act, and the
Members are member agencies of the Regional Agency, and shall conduct all reporting
required for a Regional Agency in accordance with the Integrated Waste Management Act.
ii. Civil Penalties. In the event any civil penalties are levied against the
Agency pursuant to the Integrated Waste Management Act, the Agency shall research the
cause for which civil penalties are being levied. Research may include, but is not limited
18
1/13/2017
38074.0000 1\29307286.10
to, any of the following: Review of landfill disposal origin data, review of hauler origin
data, performance of a solid waste disposal study, performance of a solid waste
characterization study and /or performance of a solid waste diversion study. Agency shall
cooperate with Members, the responsible Member(s) and regulators to identify corrective
steps that might be taken prior to assessment of penalties, if any. The Agency shall assign
responsibility for payment of any civil penalties as follows: (a) The Agency shall pay the
entire penalty, or (b) an individual Member is responsible for the assessment of the civil
penalty and the entire penalty shall therefore be imposed upon that member for payment of
the penalty; or (c) multiple Members, but not all Members, are responsible for the
assessment of the penalty and the penalty therefore shall be allocated equally upon those
responsible Members, or (d) the Agency and the individual Members which are also
responsible for the penalty shall pay the penalty in amounts proportionate to their
responsibility for the penalty. Before apportioning a penalty to one or more Members
pursuant to this Section, the Agency shall provide written notice to such Members that
explains the basis for apportionment of responsibility for the penalty, and shall provide an
opportunity for a hearing before the Agency Board prior to assessment of any such
penalty.
iii. Contingency Plan. Should the Agency be dissolved for any reason, or
should a Member withdraw from this Agreement, each Member or the former Member
shall be responsible for complying with the requirements of the Integrated Waste
Management Act within their respective jurisdictional boundaries in accordance with the
programs set out in the Agency's documents.
iv. Members' Duties and Responsibilities. Each Member is responsible
for implementing and meeting the mandated diversion requirements within its
jurisdictional boundaries.
5. ADDITIONAL PROGRAMS
A. Authority to Develop Additional Programs. The Agency has the authority to
develop and implement Additional Programs that are related to the Agency's overarching purpose
of increasing waste diversion in the jurisdictions of the Members. The types of Additional
Programs authorized under this section include, but are not limited to, development of model
ordinances related to waste diversion which may be considered by the legislative bodies of the
Members; implementation of waste diversion programs in Member jurisdictions that are adopted
pursuant to such model ordinances; development of or participation in regional plans or efforts to
reduce the amount of recyclable, compostable. or hazardous materials in the region's solid waste
stream; and researching and disseminating information to the Members regarding methods to
reduce solid waste and increase waste diversion in the region.
B. Approval by Members Prior to Implementation in Specific Jurisdictions. The
implementation of any Additional Programs developed pursuant to this Section 5 in individual
jurisdictions, including but not limited to ordinances, regulations or similar legislative actions,
shall be subject to the approval of such Member prior to- implementation of such program in the
19
1/13/2017
38074.0000 1 \29307286.10
Member's jurisdiction. The Agency additionally may enter into agreements with individual
Members to implement and /or participate in the enforcement of such programs.
C. Costs of Implementation of Additional Programs. In the event that individual
Members approve an additional program developed by the Agency pursuant to this Section and
desire that the Agency implement and /or participate in the enforcement of such program within the
Member's jurisdiction, each individual Member shall bear the reasonable cost of the Agency's
implementation and /or enforcement of any additional program in their respective jurisdictions. The
reasonable cost of implementation and /or enforcement within a Member's jurisdiction shall be
determined by the Agency and shall be paid by the Member in accordance with the terms of an
agreement entered into between the Agency and Member pursuant to Subsection 5.13, or if all
Members participate in the additional program such costs of implementation may be paid directly
by the Agency. The costs of implementation and /or enforcement of an additional program which
shall be borne by individual Members based on this Subsection 5.0 specifically exclude the cost of
development of the additional program, including but not limited to staff, consultant and legal costs
incurred in the research, preparation and drafting of the additional program, environmental analysis
required prior to the adoption of the program, including but not limited to analysis in accordance
with the California Environmental Quality Act (Public Resources Code § §21000 et seq. ), and the
cost to indemnify, defend and hold harmless individual members that are made party to any claim,
suit or similar proceeding challenging the validity of the additional program.
D. Additional Programs Included in Budget. The cost of development and /or
implementation of any Additional Programs pursuant to this Section 5 shall be included in the
Agency Budget.
6. EFFECTIVE DATE AND TERM
A. Effective Date. This Agreement shall become effective on March 1, 2017, or
the date upon which all authorized representative of all the Members have executed this
Agreement, whichever is later. Such date shall be the "Effective Date" for purposes identified
herein.
B. Term. The Agreement shall remain effective until the Agency is dissolved
pursuant to the provisions set forth in Section 10Y, subject to the rights of individual Members to
withdraw from the Agency.
7. AGENCY BOARD
A. Board of Directors. The Agency is governed and administered by a Board of
Directors (`Board ") that is composed of one voting seat per Member.
B. Directors and Alternates. Each Member shall appoint one Director and at least
one Alternate Director to the Board. One of the Alternate Directors, as directed by the Member,
shall serve and assume the rights and duties of the Director when the Director is unable to attend a
20
1/13/2017
38074.0000 1\29307286.10
Board meeting. The Primary and Alternate Directors shall be either an elected or appointed
members of the Member's governing body, or an employee of the Member. Directors and
Alternate Directors shall serve at the pleasure of the Member appointing them and they may be
removed at any time, with or without cause, in the sole discretion of the Member. Each Director
and Alternate Director shall hold office until their successor is selected by the Member and the
Agency has been notified of the succession. In the event that a Director or Alternate Director loses
their position as a member of their appointing body's governing body or as a Member employee,
that Director or Alternative Director position shall become vacant and the governing body of that
Member shall appoint a new Director or Alternative Director.
C. Agency Officers. The Board of Directors shall select, from among themselves,
a Chair who shall be the presiding officer of all Board of Directors meetings, a Vice Chair who
shall serve in the absence of the Chair and a Chair Pro Tempore who shall serve in the absence of
both the Chair and the Vice Chair. In addition, the Board of Directors shall appoint a Clerk (who
need not be a Director) to be responsible for keeping the minutes of all meetings of the Board and
posting agendas.
D. Board Committees. The Board of Directors may from time to time appoint one
or more advisory committees or establish standing or ad hoc committees to assist in carrying out
the purposes and objects of the Authority. The Board shall determine the purpose and need for
such committees.
E. No Personal Liability of Board Members. Under the JPA Act, no Director shall
be personally liable for any debts, obligations or liabilities of the Agency, nor subject to any
personal liability or accountability by reason of the Agency's incurrence of debts, obligations or
liabilities.
8. BOARD MEETINGS AND VOTING
A. Regular Meetings. The Board shall hold its regular meetings pursuant to a
meeting schedule as established by resolution of the Board, but may cancel such regular meetings
as it deems necessary or appropriate.
B. Special Meetings. Special meetings of the Board may be called by the Chair or
as provided for in the Rules of Governance adopted by the Board.
C. Call Notice and Conduct of Meetings. All meetings of the Board shall be
noticed, held and conducted in accordance with the provisions of the Ralph M. Brown Act,
California Government Code section 54950 et seq.
D. Quo rum. Five Board members shall constitute a quorum of the Board.
E. Voting — Regular Items. An affirmative vote of at least a majority of the
21
1/13/2017
38074.00001\29307286.10
Board members attending a meeting is required for the Agency to take any action.
F. Super - Majority Vote Items. A super- majority vote, which for purposes of this
Agreement constitutes a vote of 8/10 of all members of the Board (currently 8 of 10 members) is
required for the Agency to take action on any of the following items:
i. Approval or amendment of the Agency Budget;
ii. Incurrence of debt from public or private lending or financing sources in an
amount of $250,000 or more;
iii. Authorization of expenditures of $250,000 or more to a single source within
a single fiscal year;
iv. Any increase in fees or imposition of any new fees.
G. Unanimous Vote Items. A unanimous vote is required for the Agency to
acquire any interest in real property with a value of $250,000 or more.
H. Public Meetini; for Periodic Review of Agreement. The Board shall conduct a
public meeting not less than once every ten (10) years following the Effective Date to review the
terms and conditions of this Agreement and discuss whether any amendments to this Agreement
are necessary or advisable. At such public meeting the Executive Director and Agency Counsel
shall make a report to the Board recommending any amendments to the Agreement, and if
directed by the Board shall draft proposed amendments to this Agreement for consideration by the
governing boards of each Member. This section shall not preclude the Members from making
amendments of this Agreement at other times as deemed necessary or appropriate by the
Members, in accordance with Section 13.13 of this Agreement.
9. OPERATIONS AND MANAGEMENT.
A. Executive Director. The Agency may appoint an Executive Director, from time -
to -time as and when it deems appropriate. If appointed, the Executive Director shall serve at the
pleasure of the Board of Directors and his or her duties and responsibilities shall be set forth via a
vote of the Board.
B. Legal Counsel and Other Officers. The Agency may appoint Agency Legal
Counsel who shall serve at the pleasure of the Board via a vote of the Board. Subject to the limits
of the Agency's approved budget, the Board shall also have the power to appoint and contract via
a vote of the Board for the services of other officers, consultants, advisers and independent
contractors as it may deem necessary or convenient for the business of the Agency, all of whom
shall serve at the pleasure of the Board.
22
1/13/2017
38074.00001\29307286.10
C. Treasurer. Controller and Annual Audit. The Sonoma County Auditor -
Controller- Treasurer -Tax Collector shall act as the Treasurer and Controller for the Agency. The
Treasurer and Controller shall perform all usual and customary duties of their offices for the
Agency, including but not limited to receiving all deposits, issuing warrants per direction, and
other duties specified in Government Code section 6505.5. The Board may transfer the
responsibilities of the Treasurer and /or Controller to any other person or entity as the law may
provide at the time (see e.g., Government Code section 6505.5). The Board shall cause an
independent annual audit to be made by a certified public accountant, or public accountant, in
compliance with Government Code section 6505.
D. Employees and Management. In addition to, or in lieu of, hiring employees, the
Agency may engage one. or more Members to manage any or all of the business of the Agency or
to provide employees to manage any or all of the business of the Agency on terms and conditions
acceptable to the Board of Directors. Any Member so engaged shall have such responsibilities
and shall be compensated as set forth in the agreement for such Member's services entered into by
and between such Member and the Agency, which agreement shall be approved by the Board.
Notwithstanding the foregoing, the Director appointed by the Member providing such services
shall not vote on the agreement to provide such services.
E. Other Agency Services. The Agency may further engage one or more
Members to provide additional services and resources as necessary or desirable for the
administration of the Agency, including but not limited to building use, administrative services,
purchasing, human resources, purchasing and other administrative services. Any Member so
engaged shall have such responsibilities and shall be compensated as set forth in the agreement for
such Member's services entered into by and between such Member and the Agency, which
agreement shall be approved by the Board. Notwithstanding the foregoing, the Director appointed
by the Member providing such services shall not vote on the agreement to provide such services.
F. Rules of Governance. The Board shall adopt Rules of Governance governing the
conduct of meetings and the day -to -day operations of the Agency, which Rules of Governance
may be amended from time to time.
G. Conflict of Interest Code. The Board shall adopt and file a Conflict of Interest
Code pursuant to the provisions of the Political Reform Act of 1974.
10. RELATIONSHIP OF AGENCY AND ITS MEMBERS
A. Separate Public Entity. In accordance with California Government Code
Sections 6506 and 6507, the Agency shall be a public entity separate and apart from the parties to
this Agreement.
B. Name. The Agency may change its name at any time through adoption of a
resolution of the Board of Directors.
23
1/13/2017
38074.0000 1\293 072 86.10
C. Liabilities. In accordance with Government Code section 6508.1, the debts,
liabilities and obligations of the Agency shall not be debts, liabilities or obligations of the
individual Members unless the governing board of a Member agrees in writing to assume any of
the debts, liabilities or obligations of the Agency. A Member who has not agreed to assume an
Agency debt, liability or obligation shall not be responsible in any way for such debt, liability or
obligation even if a majority of the Members agree to assume the debt, liability or obligation of
the Agency.
D. Indemnity. Funds of the Agency may be used to defend, indemnify, and hold
harmless the Agency, each Member, each Director, and any officers, agents and employees of the
Agency for their actions taken within the course and scope of their duties while acting on behalf of
the Agency. To the fullest extent permitted by law, the Agency agrees to save, indemnify, defend
and hold harmless each Member from any liability, claims, suits, actions, arbitration proceedings,
administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether
actual, alleged or threatened, including attorney's fees and costs, court costs, interest, defense
costs, and expert witness fees, where the same arise out of, or are attributable in whole or in part
to the Agency's programs. Notwithstanding the foregoing, the sole negligence, gross negligence,
or intentional acts of any Member is exempted from the indemnification provided by this Section
10.D.
E. Withdrawal of Members. Any Member shall the have the ability to withdraw
by providing a minimum of one hundred eighty (180) days written notice of its intention to
withdraw to the Agency and the other Members, which withdrawal shall be effective only at the
end of the Fiscal Year in which the one hundred eighty (180) day written notice period is
completed. Subject to the terms of any lease or license agreement, any Member who withdraws
from the Agency shall retain any real property interests already owned by such Member. Upon
withdrawal, the withdrawing Member shall not be entitled to distribution of any Agency property
or assets, rather the Agency shall retain all property interests and assets used by the Agency in
furtherance of its purpose under this Agreement. Upon withdrawal of a Member, the Agency shall
have no further obligation to provide any of the programs described in Section 2.0 and 2.1) to that
Member. In the event of a withdrawal, this Agreement shall continue in full force and effect
among the remaining members as set forth in Section 5.E below.
F. Continuing Obligations upon Withdrawal. The withdrawal of one or more
Members shall not terminate this Agreement or result in the dissolution of the Agency, and the
Agency shall remain in operation provided that there are at least two Members which remain in
the Agency and subject to this Agreement.
G. Dissolution. The Agency may be dissolved at any time upon the unanimous
approval of the Members' governing boards. However, the Agency shall not be dissolved until all
debts and liabilities of the Agency have been eliminated. Upon dissolution of the Agency, each
Member shall receive its proportionate share of any remaining assets after all Agency liabilities
and obligations have been paid in full. Each Member's proportionate share of such remaining
assets shall be determined by the Agency Treasurer based upon the estimated total population of
each Member in proportion to the total estimated population of all Members at the time of
dissolution. The estimated population of the Members shall be determined based on the estimated
population report published by the California State Department of Finance, or if such report is no
longer published, by such other method of determining population as agreed upon by the
24
1/13/2017
38074.0000 1\29307286.10
Members. The distribution of remaining assets may be made "in kind" or assets may be sold and
the proceeds thereof distributed to the Members. This distribution shall occur within a reasonable
time after dissolution. No former Member that previously withdrew shall be entitled to a
distribution upon dissolution.
1L AUTHORITY RETAINED BY MEMBERS
A. Approval by Members. This Agreement requires specific approval from the
legislative bodies of the Members for certain actions provided for under this Agreement. These
actions include:
i. Implementation of an Additional Program in a Member's jurisdiction
(Section 2.1), Section 5).
ii. Approval of an alternative organic materials program (Section 4.B.iii).
iii. Dissolution of the Agency (Section 10. G).
iv. Amendment of this Agreement (Section 13.B).
B. No Limitation on Members. Nothing in this Agreement shall be construed as a
limitation on the legislative authority or constitutional police powers of the Members.
12. FINANCIAL PROVISIONS
A. Establishment of Funds. The Agency shall establish and maintain such funds
and accounts as may be required by general accepted public agency accounting practices. The
Agency shall maintain strict accountability of all funds and report all receipts and disbursements
of the Agency on no less than a quarterly basis..
B. Fiscal Year. The Fiscal Year of the Agency shall be from July Ito June 30.
C. Budget. Prior to the end of each Fiscal Year, the Board shall adopt a budget
for the Agency for the ensuing Fiscal Year. The Board may authorize mid -year budget
adjustments, as needed.
D. Waste Management Agency Fees. The Agency's programs are funded in part
through a tip fee charge on waste entering the County of Sonoma's waste disposal system to fund
the cost of the programs and services provided by the Agency, which the County of Sonoma
collects and remits to the Agency (the "Waste Management Agency Fee "). The County, either
directly or through its Contractor, shall continue to collect and remit such Waste Management
Agency Fee to the Agency for the term of this Agreement, unless and until the Agency provides
written notice directing the County to cease collecting such fee. The County's obligation to
collect and remit the Waste Management Agency Fee shall survive the County's withdrawal from
the Waste Management Agency.
E. Current Composting Program Fee. The Current Composting Program is
primarily funded by a tip fee that is charged to all Yard Waste, Wood Waste and Residential Food
25
1/13/2017
38074.0000 1\293 072 86.10
Waste received at the Central Landfill and the Transfer Stations (the "Current Composting
Program Fee "). The County, either directly or through its Contractor, shall continue to collect
and remit the Current Composting Program Fee to the Agency for so long as the Agency is
operating the Current Composting Program, unless and until the Agency provides written notice to
the County to cease collecting the Current Composting Program Fee. At such time that the
Agency ceases its operation of the Current Composting Program, the Agency shall provide written
notice to the County, and the County shall have no further obligation to collect and remit the
Current Composting Program Fee to the Agency. The County's obligation to collect and remit the
Waste Management Agency Fee shall survive the County's withdrawal from either the Current
Composting Program or the Waste Management Agency.
F. Additional Fees. The Agency may establish, levy and collect such other fees
or surcharges for services provided by the Agency in furtherance the Core Programs and
Additional Programs to fund the Agency's costs of providing such services, as permitted by law.
G. Agreements with Individual Member Agencies. In the event that a Member
does not provide its jurisdiction's waste to the County of Sonoma's waste disposal system and
therefore does not contribute to the Waste Management Agency Fee, Agency may, at its
discretion, enter into separate agreements with such individual Members to make available some
or all of the Core Programs and Additional Programs in exchange for compensation from the
Member for the costs of the Programs provided.
H. Insurance. The Agency shall be required to obtain insurance, or join a self -
insurance program in which one or more of the Members participate, appropriate for its
operations. Any and all insurance coverages provided by the Agency, and /or any self - insurance
programs joined by the Agency, shall name each and every Member as an additional insured for
all liability arising out of or in connection with the operations by or on behalf of the named
insured in the performance of this Agreement. Minimum levels of the insurance or self-insurance
program shall be set by the Agency in its ordinary course of business. The Agency shall also
require all of its contractors and subcontractors to have insurance appropriate for their operations.
All amounts coverages and provisions of the insurance policies identified in this subsection H
shall be subject to the approval of Agency Counsel.
13. MISCELLANEOUS PROVISIONS
A. Agreement Complete. This Agreement constitutes the full and complete agreement
of the Members. This Agreement supersedes all prior agreements and understandings, whether in
writing or oral, related to the subject matter of this Agreement that are not set forth in writing
herein.
B. Amendment. This Agreement may be amended from time to time by the
unanimous consent of the Members, acting through their governing bodies. Such amendments
shall be in the form of a writing signed by each Member.
C. Successors and Assigns. The rights and duties of the Members may not be
assigned or delegated without the written consent of all other Members. Any attempt to assign or
delegate such rights or duties in contravention of this Agreement shall be null and void. Any
assignment or delegation permitted under the terms of this Agreement shall be consistent with the
26
1/13/2017
38074.00001\29307286. 10
terms of any contracts, resolutions or indentures of the Agency then in effect. This Agreement
shall inure to the benefit of and be binding upon the successors and assigns of the Members
hereto. This section does not prohibit a Member from entering into an independent agreement with
another agency regarding the financing of that Member's contributions to the Agency or the
disposition of proceeds, which that Member receives under this Agreement so long as such
independent agreement does not affect, or purport to affect, the rights and duties of the Agency or
the Members under this Agreement.
D. Execution in Counterparts. This Agreement may be executed in counterparts,
each counterpart being an exact duplicate of all other counterparts, and all counterparts shall be
considered as constituting one complete original and may be attached together when executed by
the Members hereto.
E. Member Authorization. The governing bodies of the Members have each
authorized execution of this Agreement, as evidenced by their respective signatures below.
F. Notices. Notices authorized or required to be given pursuant to this
Agreement shall be in writing and shall be deemed to have been given when mailed, postage
prepaid, or delivered during working hours to the addresses set forth for each of the Members
hereto on Exhibit "A" of this Agreement, or to such other changed addresses communicated to the
Agency and the Members in writing.
G. Severability and Validity of Agreement. Should the participation of any
Member to this Agreement, or any part, term or provision of this Agreement be decided by the
courts or the legislature to be illegal, in excess of that Member's authority, in conflict with any
law of the State of California, or otherwise rendered unenforceable or ineffectual, the validity of
the remaining portions, terms or provisions of this Agreement shall not be affected thereby and
each Member hereby agrees it would have entered into this Agreement upon the same remaining
terms as provided herein.
27
1/13/2017
38074.00001\29307286. 10
IN WITNESS WHEREOF, the Members hereto, pursuant to resolutions duly and
regularly adopted by their respective Board of Directors or governing board, have caused their
names to be affixed by their proper and respective officers as of the day and year first above -
written.
COUNTY OF SONOMA
Chair
Board of Supervisors
ATTEST:
Clerk of the Board of Supervisors
APPROVED AS TO FORM:
Assistant County Counsel
CITY OF SANTA ROSA
Mayor
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
SIGNATURES CONTINUED ON FOLLOWING PAGE
1/13/2017
3 8074.00001\29307286.10
28
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
1/13/2017
3 8074.0000 1\29307286.10
CITY OF ROHNERT PARK
Mayor
CITY OF SEBASTOPOL
Mayor
CITY OF SONOMA
Mayor
SIGNATURES CONTINUED ON FOLLOWING PAGE
29
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney .
1/13/2017
38074.0000 1\29307286. 10
CITY OF CLOVERDALE
Mayor
CITY OF PETALUMA
Mayor
CITY OF COTATI
Mayor
SIGNATURES CONTINUED ON FOLLOWING PAGE
30
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
ATTEST:
Town Clerk
APPROVED AS TO FORM:
Town Attorney
1/13/2017
38074.0000 1\29307286.10
CITY OF HEALDSBURG
Mayor
TOWN OF WINDSOR
Mayor
31
EXHIBIT A
NOTICE INFORMATION FOR MEMBERS
COUNTY OF SONOMA:
County of Sonoma
Attn: County Administrator
575 Administration Drive
Suite 104A
Santa Rosa, CA 95403
CITY OF SANTA ROSA
City of Santa Rosa
Attn: City Manager
100 Santa Rosa Avenue
Room 10
Santa Rosa, CA 95404
CITY OF ROHNERT PARK
City of Rohnert Park
Attn: City Manager
130 Avram Avenue
Rohnert Park, CA 94928
CITY OF SEBASTOPOL
City of Sebastopol
Attn: City Manager
7120 Bodega Avenue
P.O. Box 1776
Sebastopol, CA 95473
CITY OF SONOMA
City of Sonoma
Attn: City Manager
No. 1, the Plaza
Sonoma, CA 95476
[CONTINUED ON NEXT PAGE]
1/13/2017
38074.0000 1\2 93072 86.10
32
CITY OF CLOVERDALE
City of Cloverdale
Attn: City Manager
124 North Cloverdale Blvd.
Cloverdale, CA 95425
CITY OF PETALUMA
City of Petaluma
Attn: City Manager
11 English Street
Petaluma, CA 94952
CITY OF COTATI
City of Cotati
Attn: City Manager
201 West Sierra Avenue
Cotati, CA 94932 -4217
CITY OF HEALDSBURG
City of Healdsburg
401 Grove Street
Healdsburg, CA 95448
TOWN OF WINDSOR
Town of Windsor
Attn: Town Manager
9291 Old Redwood Highway
P.O. Box 100
Windsor, CA 95492 -0100
33
1/13/2017
38074.00001\29307286.10