1997-102-Execute A Joint Exercise Of Powers Agreement Forming The West Valley Solid Waste Management AuthorityRESOLUTION 1997 - 102
RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF LOS GATOS
AUTHORIZING THE TOWN MANAGER TO EXECUTE
A JOINT EXERCISE OF POWERS AGREEMENT
FORMING THE WEST VALLEY SOLID WASTE MANAGEMENT AUTHORITY
WHEREAS, The Town entered a Cooperative Agreement with Campbell, Monte
Sereno, and Saratoga for provisions of Solid Waste Management in November 1990; and
WHEREAS, The West Valley Cities have executed the same standard refuse
collection and disposal agreements; and
WHEREAS, The West Valley Cities wish to replace the cooperative agreement with
a single contracting agency to avoid duplication of effort.
NOW, THEREFORE, BE IT RESOLVED that the Town Council of the Town of
Los Gatos authorizes the Town Manager to execute the Joint Powers Exercise of Powers
Agreement forming the West Valley Solid Waste Management Authority attached as Exhibit A.
PASSED AND ADOPTED at a regular meeting of the Town Council of the Town
of Los Gatos, California, held on the 15 day of September, 1997 by the following vote:
COUNCIL MEMBERS:
AYES: Randy Attaway, Steven Blanton, Jan Hutchins, Linda Lubeck
Mayor Joanne Benjamin
ABSENT: None
ABSTAIN: None
SIGNED
A OR OF THE TOW OF LqS GATOS
1 S GATOS, CALIFORNIA
ATTEST:
CLERK OF THE TOWN 0 OS GATOS
LOS GATOS, CALIFORNIA
1
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JOINT EXERCISE OF POWERS AGREEMENT
WEST VALLEY SOIL) WASTE MANAGEMENT AUTHORITY
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A. ItulMe of the Agreement. The purpose of this Agreement is to establish,
pursuant to the Joint Exercise of Powers Act, Government Code section 6500 et seq., a
public entity separate from each of the municipalities creating this Agreement. This
public entity is to be known as the West Valley Solid Waste Management Authority
(hereinafter referred to as "Authority').
B. ]'moose of U Author4 . The purpose of the Authority shall be to prepare,
adopt, revise, amend, administer, enforce and implement the West Valley Solid Waste
Management Plan which was adopted by the municipalities prior to the creation of the
Authority.
C. Members of the Authority. This Agreement was entered into on
_ 1447, by and between the Cities of Campbell, Monte Sereno,
Saratoga and the Town of Los Gatos (hereinafter individually referred to as 'Member
Agency" and collectively referred to as "Initial Members"}, as individual public entities
which mutually agree and promise 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 Santa Clara County and does so franchise.
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A. Mneral Powers. Each Member Agency retains its own existing and
independent authority to franchise or contract for solid waste handling and disposal
services and collect the applicable franchise fees and surcharges. In carrying out the
purposes of this Agreement, the Authority sball have all powers common to its Member
Agencies, and such general powers which include, but are not necessarily limited to, the
following:
L To advise the Member Agencies on issues related to solid waste
handling and disposal and related rates and charges;
2. To advocate the interests of the Member Agencies related to solid
waste management issues with local, state and federal officials;
3. To regulate and set rates of solid waste collection and disposal,
transfer stations, resource recovery facilities, recycling facilities, household hazardous waste
facilities, and landfills;
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4. To issue Requests for Proposals for the handling and /or disposal of
solid waste, green waste and recyclables;
5. To advise public entities as to market conditions affecting the
marketability of recyclable commodities;
6. To market and sell recyclable commodities; and
7. 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.
B. Specific 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
necessary to further the purposes of the Authority;
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;
5. To review the West Valley Solid Waste Management Plan and other
such public planning documents as may be developed, and recommend revisions or
amendments thereto;
6. To incur debts, liabilities or obligations subject to limitations herein
set forth;
7. To assess and collect, subject to Article 5, Section A, from both
Initial Members and future Member Agency, fees for membership in the Authority, so
as to provide moneys for the financing of its activities, operations, and expansion;
8. To issue bonds, subject to the provisions and limitations of the laws
of the State of California;
9. To adopt annually, by July 1 of each ffwal 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; and
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10. To adopt, as authorized by law, any ordinances or resolutions
necessary to carry out the purposes of this Agreement.
A. $Qard of Directors. The Authority shall be governed by the Board of
Directors (hereinafter referred to as the "Board ") which shall exercise all powers and
authority on behalf of the Authority. The Board shall have the authority to carry out all
duties and functions within the power of this Agreement.
1. Mornbg The Board shall be composed of one (1) representative
from each Member Agency, who shall, by resolution or other appropriate action, be
appointed by the members of such agency's governing body. Each Board member shall
serve at the pleasure of the governing body of the appointing agency.
2. Dudes 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
,
b. Consider, modify, and approve the annual work program and
budget;
C. Levy, fix, and /or set fees, assessments and charges to the
extent permitted by law and by this Agreement;
CL 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. Take appropriate action on:
(1) The Vilest Valley Solid Waste Management plan and any
other such public planning documents as may be developed and revisions or amendments
thereof; and
(2) The planning, financing, development and operation of
Authority activities;
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g. Accept agencies as subsequent parties to the Agreement and
members of the Authority, and their representatives as Board members(See Article 4C);
It. Authorize the hiring and /or engagement of Authority staff;
L Declare, from time to time, 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
a 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 Member Agencies for any Authority authorized
personnel costs associated with the staffing of the Authority with Member Agency
personnel;
j, Establish committees to carry out Authority purposes, and
appoint committee members from the Board, the legislative bodies of Member Agencies,
Authority staff, and /or staff of the Member Agencies. The Aurtbority shall reimburse
Member Agency for personnel costs associated with the staffing of committees with
Member Agency personnel; and
k. Delegate duties to Authority staff and /or Board members,
appointed committees and committee members, the City Councils and /or Member
Agencies' staff.
3. Voting• Each Board member shall have the right to vote on each
issue pending before the Board. Each Board member shall have one (1) vote.
4. Votes Reouired. All actions undertaken by the Board must be
approved by a majority vote of those 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.
a. $eeular Meetings. The Board shall hold scheduled public
meetings at a location selected by the Board. The Board shall hold at least one regular
meeting each quarter.
b. %MdIl Meetings. Special meetings of the Board may be
called in accordance with the provisions of Section 54956 of the 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, California Government
Code Section 54950 et seq., and other applicable laws of the State of California
pertaining to public meetings.
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d, ihi A majority of the members of the Board shall
constitute a quorum for the transaction of business.
e. Mimitcl The Chairperson of the Board 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.
f. Compensation. Each member of the Board shall be paid an
amount as established by the Board by a two -thuds (2/3) vote for each meeting, regular
and special, he or she attends.
6.Bv Iaws. The Board shall adopt by resolution, with a two- thirds (2/3)
vote, such by -laws, rules or regulations, as may be required, for the conduct of its affairs.
7• Officers of the Board. 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 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 wben required by the Rules and Procedures.
g, Ofacerc of the Authority. 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 will
be responsible to the Board for the management and administration of all Authority
affairs pursuant to the Boards 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. An interim Executive
Director shall be the City Manager of one of the Member Agencies, or such other agency
staff member as the Board deems appropriate.
b. ; reasurer and CoaUD11a. There shall be a Treasurer and
Controller to be the custodian of all Authority funds and to pay demands. Initially, the
Treasurer shall be the City of Monte Sereno, A new Treasurer may be appointed by the
Board at any time.
e Sect e There shall be a Secretary appointed by the
Executive Director who shall be responsible for the noticing of meetings and recording
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of minutes of meetings as required by the Broom Act and the Rules and Procedures, in
addition to such other duties as the Executive Director may assign.
A, Lffeetive bate. This Agreement shall become effective on the date of its
execution by all of the agencies identified as Initial Members.
B, Amendments, 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. Numbers. Any agency which has the authority to
franchise solid waste collection in Santa Clara County, and franchises the same (including
cities incorporated and districts formed after the effective date of this Agreement, and
including Santa Clara 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 Board. Such charges may include such items as compensation 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 necessary or proper. Payment
of such charges may be made in any manner deemed necessary or proper by the Board,
including, but not limited to cash payment, a differential rate structure for waste
collection, future capital contributions, surcharges or by other plan which might include
appropriate security.
1. Any Member Agency, upon written notice given by January 1 of any
year to the Chairperson of the Board, 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. The withdrawing agency shall pay to the Authority on the
effective date of withdrawal, all money owing to the Authority, and as to those capital
expenditures which 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 ==ad by another entity upon a two - thirds (2/3) vote of
the Board, absent the participation of the representatives of the withdrawing agency.
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2. Notwithstanding subsection (1) 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 and obligations 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 material extent by the
withdrawal of the withdrawing member.
3. The withdrawing agency shall also continue to be liable for its share
of Authority obligations, including, but not limited to, operation costs and the budget,
until the effective date of its withdrawal.
$, S; lcion of g ers. The Board may, by a two-thirds (2/3) vote of the
Board, 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.
F, ReinstaArnent, 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 shalll 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.
ing Rrom \dembe; Agencies. Subject to Article 5, Section A, each
Member Agency shall provide its share of the Autdonfy'g generai'dudgetary obligation.
EL Liability. 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 1 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 prover 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 a nnanirnOns 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 be apportioned based upon principals of faulL 1£ for any reason, apportionment
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between Member Agencies cannot be based upon fault under the circumstances involved,
then apportionment shall be based upon each Member Agency's percentage share of the
total population of all Member Agencies.
I, by. The 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's a Agencies' hold harmless and defend shall survive themexpiratio or
Authority's duty to indemnify,
earlier termination of this Agreement.
j. TMM, ranee Each Member Agency and its respective officers, directors and
employees shall be named as additional insureds 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 entered into by any other party with the Authority.
K _Urm and Termination. 'Ybis 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 I, of this Article.
r. ,. ... �. IV
11 In the event of termination of the Authority where them is a
successor public entity which will carry on the activities of the Authority and assume its
obligations, Authority funds, including any interest earned on deposits, remaining upon
termination of the Authority and after payment of all obligations, shall be transferred to
the successor public entity.
2, If there is no successor public entity which would carry on any of the
activities of the Authority or assume any of its obligations, Authority funds, including any
interest earned on deposits, remaining upon termination of the Authority and after
payment of all obligations, shall be returned in proportion to the contribution of each
Agency during the term of this Agreement.
3. If there is a successor public agency which would undertake some of
the functions of the Authority and assume some of its obligations, Authority funds,
including any interest earned on deposits, remaining upon termination of the Authority
and after payment of all obligations, shall be allocated by the Board between the
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successor umsta entity and within (1)oe� a�e, all decisions of theoBoard 'a terminated
with regard
under circumstances falling Agencies or any successor
to determinations of amounts to be transferred to Member
Shall be fivaL
R r rr Tai , FINANCING
E.menses_. The Member Agencies shall be responsible
A. for providing the requisite funds to the Authority for all activities authorized by this
to
mend 'e � oAgree of the to Management
pulation of all Member equal
gencies.
Member Agencys percentage share
r s it . Each and every expenditure of moneys
B person designated by the Board
shall be authorized or approved by the Board or by a p
to authorize expenditures. The Treasurer shalt 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 thFe proposed
means of financing such expenditures. The budget
and tall be
on June ensuing 30 the following
beginning on July 1 of each calendar y ending
calendar year.
The Board shall periodically cause an audit to be performed with regard to the
financial operations of the authority.
C Debi. The Authority may issue or cause to be issued bonds and other
indebtedness, and pledge any Authority property and /or revenues as security to the extent
permitted by late. 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,
rather than the debts, liabilities and obligations of the individual Member Agencies.
r rnntributians. For agencies joining the Authority after the
D. r3 � °� -'� Proportionate
effective date of this Agreement, the Board sball. determine such agencies p op
financial contribution, which is due upon joining the Authority.
nRTI('i 6 EXERC SE S?F t't'IF AUTHORi1 Y 5 PAVE,
This Agreement is entered into under the provisions of Article 1 of Chapt r5,
Division 7, Title One of the Government Code concerning Joint Powers Agreements.
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
California.
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WHERAFORI3 the parties have executed this Agreement as of the latest date
appearing by their respective signatures below -
CM OF MONTTE SERENO,
MAYOR JACK LUCAS
Date:,_,-_ By,
CITY OF SARATOGA,
MAYOR GILLIAN MORAN
Date: BV
CITY OF LOS GATOS,
MAYOR JOANNE BENJAMIN
Date:..._ By:
CITY OF CAMPBELL
MAYOR. 13ARBAPA CONANT
Date.— ,,— By:
(Notarization and Corporate Authorization Required)
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