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1993-117-Authorizing Execution Of Amendments To The Agreement With The City Of Campbell, City of Monte Sereno, And City Of Saratoga For The Provision Of Solid Waste Management Services For Fiscal Year 1992/1993RESOLUTION 1993 -117 RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF LOS GATOS AUTHORIZING EXECUTION OF AMENDMENTS TO THE AGREEMENT WITH THE CITY OF CAMPBELL, CITY OF MONTE SERENO, AND CITY OF SARATOGA FOR THE PROVISION OF SOLID WASTE MANAGEMENT SERVICES FOR FISCAL YEAR 1992/1993 AND AN AMENDED AGREEMENT FOR THOSE SERVICES FOR FISCAL YEARS 1993/1994 THROUGH 1995/1996 WHEREAS, the Town entered into a cooperative agreement with the West Valley Cities for provision of a Solid Waste Management Program in November 1990; and WHEREAS, the Program has been "hosted" (as defined in the Agreement) by the City of Saratoga through June 30, 1993; and WHEREAS, the "host' city has been transferred from the City of Saratoga to the City of Monte Sereno; and host cities; WHEREAS, a new agreement has been prepared to indicate the change in NOW, THEREFORE, THE TOWN COUNCIL OF THE TOWN OF LOS GATOS DOES HEREBY RESOLVE AS FOLLOWS: 1. That the Town Manager be authorized and directed to execute the attached: a) Amendment to Agreement (Exhibit A) to provide solid waste management services for fiscal year 1992/93; and, b) Agreement to Provide Solid Waste Management to the West Valley Jurisdictions (Exhibit B). 2. That the Town Manager is authorized to execute future amendments to the Exhibits to the Amended Agreements so long as they conform to the adopted Town budget. CSD08:A: \RES0S \CS080293.117 -1- PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Los Gatos, California, held on the 2nd day of August, 1993, by the following vote: COUNCIL MEMBERS: AYES: Randy Attaway, Steven Blanton, Linda Lubeck, Joanne Benjamin NAYES: None. ABSENT: Patrick O'Laughlin ABSTAIN: None. SIGNED: � 4 t ' JCL/1 AYOR OF THE TO OF LOS GATOS LOS GATOS, CALIFO NIA ATTEST: r` ✓ L v ",-C_ ri.n -s%r f `-. 6C �:'J._ w�',r CLERK OF THE TOWN OF LOS GATOS LOS GATOS, CALIFORNIA CSD08 * \RES0S \CS080293.117 -2- Exhibit A AGREEMENT TO PROVIDE SOLID WASTE MANAGEMENT TO THE WEST VALLEY CITIES ADDENDUM NO. 2 For and in consideration of each others mutual promises, and in accordance with Section 7 of the Agreement to Provide Solid Waste Management to the West Valley Cities entered between the parties on October 16, 1990, Exhibits A and B of the Agreement are hereby updated and amended as attached. Approved and accepted this day of CITY OF CAMPBELL APPROVED AS TO FORM: CITY OF CAMPBELL 1993. ATTEST: City Attorney City Manager City Clerk TOWN OF LOS GATOS APPROVED AS TO FORM: TOWN OF LOS GATOS ATTEST: Town Attorney Town Manager Town Clerk CITY OF MONTE SERENO APPROVED AS TO FORM: CITY OF MONTE SERENO ATTEST: City Attorney City Manager City Clerk CITY OF SARATOGA APPROVED AS TO FORM: City Attorney CSD04 kCDNTgACT \ADDENDUM.SW CITY OF SARATOGA ATTEST: City Manager City Clerk In EXHIBIT A ADDENDUM NO. 2 I. WEST VALLEY SOLID WASTE MANAGEMENT PROGRAM - COST SHARING Costs are allocated among the parties to this Agreement on the basis of each party's percentage share of total population of all parties to this Agreement (population figures are most recent State of California Department of Finance estimates). City Population* Percent of Total Campbell 36,478 38.2% Los Gatos 27,711 29.0% Monte Sereno 3,259 3.4% Saratoga 28,031 29.4% Total 95,479 100.0% *California Department of Finance - January 1992 CSD04\CONTRACT\AMENDUM.sm EXHIBIT B ADDENDUM NO. 2 WEST VALLEY SOLID WASTE MANAGEMENT PROGRAM OPERATING BUDGET 1992 -93 Salary and Benefits $47,610 Clerical Support* (assumes $12/hour) 6,500 Rent and Maintenance 1,704 Rent @ $100 /mo. x 12 Maintenance @ $32 /mo. x 12 Supervision 7 202 Salary + benefits Equipment Repair & Maintenance* 2,000 Estimated @ $80/hour x 25 (City contract with systems support consultant) Overhead 12,142 13.6% for 1992 -93 (supplies, financial management, central services, personnel management, legal, etc.) Meetings, subscriptions, memberships, publications* 1.525 Total $78,683 *Not to exceed figures; only actual costs will be billed. CSD04 \CONTRACT \ADDENWN.SW Exhibit B AGREEMENT TO PROVIDE SOLID WASTE MANAGEMENT TO THE WEST VALLEY JURISDICTIONS THIS AGREEMENT is made and entered into this day of 1993, by and between the CITY OF CAMPBELL, a municipal corporation, the TOWN OF LOS GATOS, a municipal corporation, the CITY OF MONTE SERENO, a municipal corporation, and the CITY OF SARATOGA, a municipal corporation (hereinafter collectively referred to as "West Valley Jurisdictions"). RECITALS WHEREAS, each of the West Valley Jurisdictions has identified a need to provide expanded solid waste management services within their communities; and WHEREAS, the West Valley Jurisdictions have determined that it is in their best interest to cooperate in the implementation and operation of a Solid Waste Management Program (hereinafter "Solid Waste Management Program "); and WHEREAS, those costs of the Solid Waste Management Program will be allocated among the parties to this Agreement on the basis of each party's percentage share of the total population of all parties to this Agreement; and WHEREAS, a committee known as the "West Valley Rate Review Committee" (hereinafter "Rate Review Committee "), has been established, which is currently composed of a representative of each of the parties to this Agreement; and WHEREAS, the West Valley Jurisdictions have determined that the Solid Waste Management Program office would be located at the City of Monte Sereno; and WHEREAS, each of the West Valley Jurisdictions entered into an Agreement dated October 17, 1990, for the implementation and operation of the Solid Waste Management Program for the benefit of the citizens of their Jurisdictions, and to participate in the Program, and to declare their commitment to share financially in the Program; and WHEREAS, the West Valley Jurisdictions desire to continue the operation of the Solid Waste Management Program by entering into the Agreement set forth here and below. NOW, THEREFORE, IT IS MUTUALLY AGREED AS FOLLOWS: 1. Purpose. The purposes of this Agreement are as follows: a. To establish the Solid Waste Management Program within the West Valley Jurisdictions which will provide a coordinated and comprehensive Solid Waste Management Program to assist the West Valley Jurisdictions in meeting State and Federal requirements, as well as local objectives regarding solid waste; b. To hire Solid Waste Management staff; C. To authorize the City /Town Managers to implement Solid Waste Management activities including, but not limited to, requests for proposals, issuance of fees, contracts, preparation of Solid Waste Rate Review, and hiring of consultants; d. To allocate equitably among the parties the costs of establishing and maintaining the Solid Waste Management Program. 2. Parties to Agreement. Each of the West Valley Jurisdictions agrees to be a party to this Agreement. 3. Term. The term of this Agreement shall commence upon the date of execution of this Agreement by all parties and shall terminate on June 30, 1996, unless terminated earlier as provided herein. It is anticipated, however, that the parties will renew this Agreement. 4. Rate Review Committee. The Rate Review Committee shall make recom- mendations to City /Town Managers on the following: a. Policies and procedures necessary to implement the purposes of this Agreement; 2 b. A budget consistent with the terms of this Agreement; c. Any procedures necessary to regulate the ongoing administration of the Solid Waste Management Program, adhering to the policy guidelines and procedures adopted by the City /Town Managers. 5. City /Town Managers. The Managers of each of the four West Valley Jurisdictions shall: a. Establish policies and procedures necessary to implement the purposes of this Agreement; b. Establish a budget and approve expenditures consistent with the terms of this Agreement; c. Administer the Solid Waste Management Program within the West Valley Jurisdictions which will provide a coordinated and comprehensive Solid Waste Management Program to assist the West Valley Jurisdictions in meeting State and Federal requirements, as well as local objectives regarding solid waste; d. Oversee the hiring of Solid Waste Management staff; e. Implement Solid Waste Management activities including, but not limited to, requests for proposals, issuance of fees, contracts, preparation of Solid Waste Rate Review, and hiring of consultants. 6. Fundin¢. It is agreed that costs for equipment purchased and all other costs of the Solid Waste Management Program shall be paid by the parties to this Agreement as per Exhibit C. 7. Payments. a, Allocation of Costs. Solid Waste Management Program cost components include: (i) implementation and equipment costs; and (ii) annual operating costs. All costs of the Solid Waste Management Program shall be allocated among the parties based on 97 each party's percentage share of the total population of all agencies participating in the Program. The population figures used for allocating these costs shall be established by the most recent State of California Department of Finance Population Estimates attached hereto as Exhibit B. b. Payments. All payments referenced herein shall be made to the City of Monte Sereno and delivered to the following: To City of Monte Sereno: City Manager 18041 Saratoga -Los Gatos Road Monte Sereno CA 95030 c. Annual Operating Costs. 1. Definition. For purposes of this Agreement, "annual operating costs" shall include, but not be limited to, the costs of personnel, supplies, materials, utilities, equipment maintenance, repair, training and other costs incurred in the annual operation of the Solid Waste Management Program. 2. Annual Operating Costs - Fiscal Year 1993-94. The annual operating costs for Fiscal Year 1993 -94 and each party's share of those costs are set forth in Exhibit C, attached hereto and incorporated herein by this reference. Payments required to be paid under this subparagraph 7.c.2, shall be paid to the order of the City of Monte Sereno and delivered to the City of Monte Sereno. 3. Annual Operating Costs - Succeeding Fiscal Years. Prior to the commencement of any succeeding fiscal year, the City of Monte Sereno shall estimate the annual operating expenses for that fiscal year. The Rate Review Committee shall develop an 4 operating budget for approval by the City /Town Managers. On or before April 1 of the preceding fiscal year, the City of Monte Sereno shall notify each party of its share of the estimated annual operating expenses for the succeeding year which shall be allocated among the parties in the manner prescribed in Subsection 7.a., above. Payments required to be paid under this Subsection 7.d.3. shall be paid quarterly to the order of the City of Monte Sereno and mailed or delivered to the City of Monte Sereno. Payments for each quarter are due within thirty (30) days following the beginning of that quarter. d. Adjustment in Costs. 1. Implementation and Equipment Costs. If the implementation and equipment costs set forth in Exhibit C are inadequate, the Rate Review Committee shall determine the additional amount needed. Each party shall contribute its share of such additional amount, which share shall be based on the party's percentage share of the total population of all agencies participating in the Solid Waste Management Program, upon approval of the City /Town Managers. The additional payments shall be paid to the order of the City of Monte Sereno and delivered to the City of Monte Sereno City Manager's Department within thirty (30) days of billing. If the implementation and equipment costs set forth in Exhibit C exceed what is actually needed, the excess amount shall be applied against operating expenses for the succeeding fiscal year. 5 2. Operating Costs. If, in any fiscal year, the projected opera- ting costs are higher than as previously approved by the City /Town Managers, the Rate Review Committee shall determine the additional amount needed to meet the operational costs for that fiscal year. Each party shall contribute its share of the additional amount, determined in the manner prescribed in subsection 7.a. above, upon approval by the City /Town Managers. The additional payments shall be paid to the order of the City of Monte Sereno and mailed or delivered to the City of Monte Sereno within thirty (30) days of billing. e. Irreparable Damage to Ecuipment. In the event that any Solid Waste Management Program equipment is destroyed or damaged beyond repair, purchase of replacement equipment shall be recommended to the City /Town Managers. If approved by the City /Town Managers, the cost of replacement equipment shall be allocated among all parties based upon each party's percentage of the total population of all parties to this Agreement; excepting such damage resulting from the willful misconduct of the City of Monte Sereno, their officers, agents and employees, in which event, the replacement cost shall be borne by the City of Monte Sereno. f. Non-Refundable Payments. Payments made pursuant to this Agreement shall be non - refundable and shall not be returned to any party unless all parties agree to terminate this Agreement and to discontinue the Solid Waste Management Program. 1. Account Funds. If all parties agree to terminate this Agreement and to discontinue the Program, any remaining funds shall be distributed to the then - current parties to this Agreement. Such distributions shall be distributed on the basis of each party's percentage share of the total population of the then - current parties to this Agreement. Distributions shall not be made until all outstanding expenses of the Program have been paid or otherwise provided for. 2. Proceeds From Sale or Transfer of System Equipment. If all parties agree to terminate this Agreement and to discontinue the Program, and if the City /Town Managers sell or transfer all or any portion of the Program equipment pursuant to Section 10, below, any such proceeds received from such sale or transfer shall be distributed in the manner specified in Section 10, below. 8. Insurance. Liability insurance coverage shall be provided by one of the participating West Valley Jurisdictions as determined by the City /Town Managers. Any West Valley Jurisdiction can provide liability insurance coverage for all operations of the Solid Waste Management Program, insuring the jurisdictions and the Solid Waste Management Program against the acts and omissions of the program staff and /or volunteers related in any way to the operation of the Solid Waste Management Program. The liability insurance coverage can be procured through the purchase of an insurance policy directly insuring the Solid Waste Management Program, or the addition of the Solid Waste Management Program to a Jurisdiction's existing insurance policy, or a contractual liability endorsement to a City's existing insurance policy or any other arrangement approved by the Rate Review Committee. In all events, the insurance coverage shall include cross liability endorsements and will provide that the carrier will not have rights 7 of indemnity or contribution. from the West Valley Jurisdictions, including their officers, agents and employees. If the insurance coverage secured by the jurisdiction has a deductible provision, that deductible amount shall be treated as a program expense as stated in this paragraph. 9. Hiring of Employees. The operation of the Solid Waste Management Program requires the filling of up to two positions by the City of Monte Sereno. The City of Monte Sereno will consult with the Rate Review Committee prior to offering employment. The persons hired by the City of Monte Sereno pursuant to this Section will be employees of the City of Monte Sereno. The salary and all fringe benefit costs incurred by the City of Monte Sereno in the employment of the persons hired pursuant to this Section shall be paid for out of the Solid Waste Management Program funds contributed by the parties pursuant to Section 7 of this Agreement at the time these costs are due and payable. 10. Ownership of Equipment. Ownership of the Solid Waste Management Pro- gram equipment purchased pursuant to this Agreement, which is more fully described in Exhibit A, attached hereto and incorporated herein by this reference, or any replacement equipment, shall be vested as follows: a. Ownership of all equipment described in Exhibit A or replacements of such equipment, shall be vested in the City of Monte Sereno, which shall not have the right to sell, transfer or otherwise dispose of such equipment without the prior written approval of the City /Town Managers. b. In the event that this Agreement is terminated by all parties and 0 b. In the event that this Agreement is terminated by all parties and the Solid Waste Management Program is discontinued, the Rate Review Committee shall sell, transfer or dispose of machines or equipment referred to in Exhibit A in any manner allowed by law. To the extent permitted by law, any proceeds received by the Rate Review Committee shall be distributed among the past and present parties to this Agreement who contributed to the cost of acquiring such machines or equipment based upon each party's percentage contribu- tion to the acquisition of such machines or equipment. 11. Administration. a. Fiscal Responsibilities. The City of Monte Sereno agrees to be the general administering agency for the Solid Waste Management Program. In addition to providing access to and use of the Solid Waste Management Program by the other parties, the City of Monte Sereno will act as the general administering agency and the fiscal agent for the Solid Waste Management Program pursuant to the direction of the Rate Review Committee. The City of Monte Sereno shall provide fiscal management of the Program fund and expendi- tures, including, but not limited to: (1) properly account for all monies received under this Agreement and from which shall be paid all costs and expenses incurred under this Agreement; (2) billing each party for that party's share of the costs under this Agreement; (3) providing each of the parties and the Rate Review Committee with quarterly reports and an annual financial report at the end of each fiscal year; and (4) payment of all West Valley Solid Waste Management Program expenses. When program operation requires payments to be made, including 0 reimbursements, the money used will be, and will be limited to, the Solid Waste Management Program money contributed to the program by the cities, or provided by other sources as shown in Exhibits A and B. The Solid Waste Management Program and /or the City of Monte Sereno shall keep good and detailed records of its operations, financial transactions and payroll. b. The City of Monte Sereno will be reimbursed from the Solid Waste Management Program money for its expense incurred in performing those services that directly relate to the provision of Solid Waste Management Program service(s), and, if it elects to request reimbursement, for providing the office space. Reimbursement for materials used will be at cost. Reimbursement for providing the office space will not exceed the reasonable rental value of the space. Reimbursement for services rendered in the operation of the Solid Waste Management Program which are under the terms of this Agree- ment reimbursable, will not exceed the cost of direct labor, including fringe benefits, insurance, and general or administra- tive expense or supervision. c. Hours and Days of Operation. The Solid Waste Management Program shall operate from 8:00 a. m. to 5:00 p.m. , Mondays through Fridays, except on the following holidays: January 1 Third Monday in January Third Monday in February Last Monday in May July 4 10 First Monday in September Columbus Day - Second Monday in October November 11 - Veterans Day Thanksgiving Day Friday following Thanksgiving December 25 d. The City of Monte Sereno will provide normal expendable office supplies such as, but not limited to, stationery, postage and advertising on a reimbursable dollar- for - dollar basis for Solid Waste Management Program operation. The Solid Waste Management Program shall keep its expenses within the line items set forth in the budget attached as Exhibit C. 12. New Users. Any agency which is not a party to this Agreement and which is subsequently allowed to participate in the Solid Waste Management Program after the Program has been initiated, shall be required to pay its fair share of the Program's original start -up costs specified in Exhibit A prior to actual participation in the Program. Such fair share costs shall be based on the new agency's percentage share of the estimated total population of all agencies participating in the Solid Waste Management Program, including the new agency's population, as established by the most recent California State Department of Finance Population Estimates. A non - participating agency seeking to participate in the Solid Waste Management Program shall receive the approval of the City /Town Managers. New agencies that are allowed to participate in the Program shall be required to execute an amendment to this Agreement by which the new agency agrees to be a party to this Agreement and to be subject to all of its terms and 11 conditions. The amendment may be executed by the City of Monte Sereno City Manager who is authorized to execute the amendment on behalf of the parties to this Agreement. 13. Termination. Any party may terminate its participation in the Solid Waste Management Program by providing written notice of termination to the Rate Review Committee and to the City of Monte Sereno City Manager on or before May 1, which will be effective as of the following July 1. A party's participation in the Solid Waste Management Program shall automatically terminate at the end of any fiscal year in the event that funds are not appropriated by that party for the next succeeding fiscal year. 14. Amendments. This Agreement embodies the entire Agreement of the parties. There are no other agreements or understandings between the parties relating to those matters covered in this Agreement. Any amendments or modifications to this Agreement shall be in writing and, with the exception of amendments made pursuant to Section 12, above, signed and approved by each party prior to becoming effective. 15. Notices. Any notices required to be given under this Agreement shall be in writing and shall be delivered in person or by first -class mail to the respective parties as follows: To City of Campbell: City Manager 70 North First Street Campbell. CA 95008 To Town of Los Gatos: Town Manager P.O. Box 949, 110 E Main Street Los Gatos. CA 9503 12 16 17 To City of Monte Sereno: City Manager 18041 Saratoga -Los Gatos Road Monte Sereno. CA 95030 To City of Saratoga: City Manager 13777 Fruitvale Avenue Saratoga. CA 95070 Indemnification. Each party shall contribute to the cost of any claim, loss, liability or defense costs arising out of or resulting in any way from the operation of the Solid Waste Management Program by the City of Monte Sereno, their officers, agents and employees, excepting acts of willful or wanton misconduct by the City of Monte Sereno, its officers, agents and employees. Such costs shall be allocated among the parties, based upon each party's percentage of the total population of all parties to this Agreement. Supersedes Prior Agreement. That agreement previously entered into by and between the parties hereto, dated October 17, 1990, is hereby superseded by this Agreement and shall be of no further force or effect. 13 WITNESS THE EXECUTION HEREOF the day and year first hereinabove written. CITY OF CAMPBELL APPROVED AS TO FORM: CITY OF CAMPBELL ATTEST: City Attorney City Manager City Clerk TOWN OF LOS GATOS APPROVED AS TO FORM: TOWN OF LOS GATOS ATTEST: Town Attorney Town Manager Town Clerk CITY OF MONTE SERENO APPROVED AS TO FORM: CITY OF MONTE SERENO ATTEST: City Attorney CITY OF SARATOGA APPROVED AS TO FORM City Manager City Clerk CITY OF SARATOGA ATTEST: City Attorney City Manager City Clerk CSDO4: A: \CONTRACT \MESTVALL. SM1 14 I II *01636A" WEST VALLEY SOLID WASTE MANAGEMENT PROGRAM START -UP COSTS Recruitment $1,617.00 Office Furniture 2,250.50 Computer 3,000.00 Telephone 400.00 Total $7.267.50 WEST VALLEY SOLID WASTE MANAGEMENT PROGRAM - COST SHARING Start -up costs are allocated among the parties to this Agreement on the basis of each party's percentage share of total population of all parties to this Agreement. Citv Population* Percent of Total Campbell 34,855 35.8% Los Gatos 28,197 29.0% Monte Sereno 3,463 3.6% Saratoga 30,710 31.6% Total 97,225 100.0% *California Department of Finance - January 1, 1990 CSD04 \CONTRACT \ADDENDON.S EXHIBIT B I. WEST VALLEY SOLID WASTE MANAGEMENT PROGRAM - COST SHARING Costs are allocated among the parties to this Agreement on the basis of each party's percentage share of total population of all parties to this Agreement (population figures are most recent State of California Department of Finance estimates). City Population* Percent of Total Campbell 36,478 38.2% Los Gatos 27,711 29.0% Monte Sereno 3,259 3.4% Saratoga 28,031 29.4% Total 95,479 100.0% *California Department of Finance - January 1992 CSW4 \CONTRACT \ADDEN0UM.5 0 833967653 07/oo/W '2.51 P82 EXHIBIT C e•wY 45.1n.0 soled$ 4,100.0 FIlM 6104209 5A. 3.067.00 M EDI 711.00 work Camp, 495.00 961,763.00 UAWRY Ins. (WIL) 150.00 Lima SOL A $1.10013 993.00 Buisap ins. 91375 plain Oft 51008E Smelt 904 9000E (31%) - 3) 142.00 ,mow $35010 -3 141LO BMto FINN Chsrpn $1 & AO 118.00 F11oscW MGMT (AOCOUM196 Nookesllift S ng) 300.90 $1.961.m 3. SspwVbIM Mt at MOM A $1026 $2JML00 4. EQ*Xnwlt UPWMW 92.966.00 5. - F9d)xllnllt OePleailMian (5 Yf cyCNf 9e0000 5. 'CNriod SuppoR $6.600.00 7. 'E9WPrrrVrr PAPdr A MANN m $600.00 6 'E401Mbed cods supons 1.50000 TNnphonslFal 60k60 Le" Su pf 01"MiR eM 15 Maus 1.566.00 $SA09.00 a 'Mestkgs, 0111060mum Mwlrbwsim Padltesem 1 00 $1112. 2.00 ACTUAL COSTS TO BE KJJM - MILLOM TO BE MA1RTEMY MOTE AOOnmlrIMl 110 AIM 112 IML x $76.71ft 29.32$ vdm (51 wks x 40 hm :1006 hln) Page 1 of 2 13 033957653 07/22/93 '1:38 EXHIBIT C COST SHARING SCHEDULE 38,478 38.21% $31,478 Campbell 27,711 29.02% $23,913 Les Gatos 3,259 3.41% $2.812 Monte Serena 28,031 29.36% $24189 Saratoga 95,479 100% $62,392 Totals Quarterly Invoices to include 15,,46.26 1. Salary a Benefits 462.76 2. Fixed Costs 3. SUPONLOM (not to exceed 18 h16.) 742.50 2,960.00 +� 4. EgUipment upgrade 125.00 5. Equipment daprecietlon actual 6. CledcalsuPP actual 7. Equipment repair & Malnt. actual 8. Supplies actual 9. Legal support actual 10. Meetings. subs. etc. * One time charge if approved - This is a total not to exceed. Page 2 of 2 maVinance\cstshr P02