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DATE: JUNE 5, 2013
TO:
FROM:
MAYOR AND TOWN COUNCIL
GREG LARSON TOWN MANAGER
MEETING DATE: 06/17/13
ITEM NO:
SUBJECT: ADOPT A RESOLUTION OF THE TOWN OF LOS GATOS AUTHORIZING
THE TOWN MANAGER TO EXECUTE A MEMORANDUM OF
AGREEMENT FOR THE SANTA CLARA COUNTY RECYCLING AND
WASTE REDUCTION COMMISSION TECHNICAL ADVISORY
COMMITTEE
RECOMMENDATION:
Adopt a resolution of the Town of Los Gatos authorizing the Town Manager to execute a
Memorandum of Agreement for the Santa Clara County Recycling and Waste Reduction
Commission Technical Advisory Committee.
BACKGROUND:
Countywide coordination of mandated and discretionary recycling and solid waste planning,
collection and disposal services is provided by the Santa Clara County Recycling and Waste
Reduction Commission (RWRC). The RWRC, chartered by the Board of Supervisors, is made
up of elected officials representing cities, the County of Santa Clara, and the Santa Clara Valley
Water District. The Santa Clara County Cities Association appoints a RWRC member to
represent the West Valley communities of Los Gatos, Campbell, Saratoga and Monte Sereno.
The current West Valley cities representative is Town of Los Gatos Councilmember Diane
McNutt.
A Technical Advisory Committee (TAC) advises the Commission. The TAC is made up of city
and town representatives, the County, and representatives of the solid waste industry, recyclers,
San Jose State University and environmental organizations. Los Gatos is represented on the
TAC by Marva Sheehan from the firm of HF &H, which currently provides Executive Director
services to the West Valley Solid Waste Management Authority. Ms. Sheehan also represents
the cities of Monte Sereno, Campbell and Saratoga on the TAC.
PREPARED BY: TODD CAPURSO
Director of Parks and Public Works
Reviewed by: € Assistant Town Manager(�,4'—Town Attorney Finance
PAGE 2
JUNE 5, 2013
MAYOR AND TOWN COUNCIL
SUBJECT: ADOPT A RESOLUTION OF THE TOWN OF LOS GATOS AUTHORIZING
THE TOWN MANAGER TO EXECUTE A MEMORANDUM OF
AGREEMENT FOR THE SANTA CLARA COUNTY RECYCLING AND
WASTE REDUCTION COMMISSION TECHNICAL ADVISORY
COMMITTEE
1=1144 =41"Mrox werY:1.
Staff support for the RWRC and the TAC is provided by the County Integrated Waste
Management Division (IWM), part of the County's Department of Agriculture and
Environmental Management. Funding for the County's support of the TAC comes from a landfill
fee charged by Santa Clara County on all disposed waste originating in the county.
In December 2010, County staff presented a report to the RWRC that recommended a
restructuring of the TAC to more appropriately reflect the roles of the TAC and County staff in
advising the RWRC, clarify TAC governance issues, and more appropriately reflect the TAC's
role in assisting cities in meeting new State mandates, particularly those included in the
California Integrated Waste Management Act (AB 939). On February 28, 2011, the RWRC
directed County staff to work with the TAC to prepare a Memorandum of Agreement (MOA)
that addressed these issues for consideration by the RWRC and TAC member agencies.
DISCUSSION:
Throughout 2011 and into 2012, an ad -hoc TAC subcommittee met with County staff to develop
an MOA as directed by the RWRC. An RWRC committee comprised of three commissioners
(past Chair Jamie McLeod, current Chair Jim Griffith and Commissioner Mike Wasserman)
provided direction to the TAC subcommittee during development of the MOA. At its February
2013 meeting, the RWRC approved a final draft MOA and directed County staff to distribute the
MOA to member agencies for consideration by their respective governing boards. The County
Board of Supervisors approved the MOA at their meeting on June 4, 2013; other cities and
agencies are scheduled to take action on the MOA over the next several weeks.
Key provisions of the MOA are as follows:
• Identifies Santa Clara County as the Fiscal Agent, Contracting Agent, Administrator and
Legal Counsel for the TAC
• Requires an annual work plan and year -end reporting on progress against work plan goals
• Requires a financial audit every other year
• Identifies non - governmental organizations (NGOs) participating in the TAC by category,
not name.
• All 16 Parties must approve the MOA for it to take effect.
• The MOA may be terminated by eight Parties that represent 50 %+ of county population
(i.e. San Jose plus seven others).
• An individual Party may withdraw from the MOA
The draft and final MOA have been reviewed by legal staff from the member agencies, including
Town Counsel.
PAGE 3
JUNE 5, 2013
MAYOR AND TOWN COUNCIL
SUBJECT: ADOPT A RESOLUTION OF THE TOWN OF LOS GATOS AUTHORIZING
THE TOWN MANAGER TO EXECUTE A MEMORANDUM OF
AGREEMENT FOR THE SANTA CLARA COUNTY RECYCLING AND
WASTE REDUCTION COMMISSION TECHNICAL ADVISORY
COMMITTEE
ENVIRONMENTAL ASSESSMENT:
The recommended action is not a project defined under CEQA, and no further action is required.
1"041111015' : UN
There is no fiscal impact associated with the approval of this Memorandum of Agreement.
Attachments:
1. Resolution approving the Memorandum of Agreement
2. Memorandum of Agreement
TINS PAGE
INTENTIONALLY
LEFT BLANK
RESOLUTION 2013-
RESOLUTION OF THE TOWN COUNCIL
OF THE TOWN OF LOS GATOS
AUTHORIZING THE TOWN MANAGER TO EXECUTE A MEMORANDUM OF
AGREEMENT FOR
THE SANTA CLARA COUNTY RECYCLING AND WASTE REDUCTION
COMMISSION TECHNICAL ADVISORY COMMITTEE
WHEREAS, the California Integrated Waste Management Act, known as "AB 939"
(Public Resources Code Section 40000 et seq.) enacted in 1989 required jurisdictions to divert
50% of waste from disposal by 2000, and as amended by Assembly Bill 341 in 2011 now
establishes a statewide goal of diverting 75% of solid waste by 2020; and
WHEREAS, in 1992 the Santa Clara County Board of Supervisors established the Solid
Waste Commission of Santa Clara County to advise city councils and the Board of Supervisors
on countywide solid waste and recycling issues, and in 2001 revised the name of the
Commission to the "Recycling and Waste Reduction Commission of Santa Clara County" ( "the
Commission "); and
WHEREAS, the bylaws of the Commission included establishment of the Recycling and
Waste Reduction Technical Advisory Committee ( "the TAC ") to provide technical advice to the
Commission on solid waste management and policy and to assist in development of policies, and
programs as well as revisions to the County Solid Waste Management Plan/County Integrated
Waste Management Plan; and
WHEREAS, in accordance with the AB 939 provisions for financing solid waste
diversion and planning activities, the County of Santa Clara levies and collects the Countywide
Solid Waste Planning Fee ( "SWPF ") on each ton of solid waste disposed at landfills located
within the County, on tons taken to non - disposal facilities located within the County and
subsequently transported for disposal to landfills outside Santa Clara County, and on tons
transported directly to disposal facilities located outside Santa Clara County, and the revenues
from the SWPF, along with grants and voluntary contributions from agencies are used to fund
the work of the Commission and the TAC; and
Attachment I-
WHEREAS, the field of solid waste management and recycling has become much more
complex since the TAC was originally established, and the Town of Los Gatos has found it
useful and cost - effective to work jointly with other local jurisdictions through the Commission
and the TAC in order to comply with the increasing number of new laws and regulations; and
WHEREAS, the responsibilities of the TAC have evolved over time to include
recommending, implementing, monitoring, and auditing the funding for existing and new
countywide programs and these duties need to be formalized by the cities and the County; and
WHEREAS, in 2009 the Commission and the TAC appointed an Organizational Study
Committee and an Organizational Study Subcommittee, respectively, and retained the services of
Arroyo Associates to evaluate the organizational structure of the countywide integrated waste
management system, programs, staffing and services and in May 2012, held a public meeting to
discuss the recommendations of the Organizational Study and directed the TAC to prepare an
agreement between all the agencies in Santa Clara County that are responsible for AB 939
compliance to clarify, enumerate and memorialize the expanded duties of the TAC and to
streamline the decision- making and reporting functions of the TAC; and
WHEREAS, the Commission reviewed and approved the attached "Agreement Creating
the Santa Clara County Recycling and Waste Reduction Technical Advisory Committee" and has
recommended the Agreement to the County and to all of the cities in Santa Clara County for
consideration and approval; and
WHEREAS, in accordance with the California Environmental Quality Act (CEQA), the
approval of the attached agreement is categorically exempt pursuant to Section 15308.
NOW, THEREFORE, BE IT RESOLVED by the Town Council that the Town of Los
Gatos enters into a Memorandum of Agreement creating the Santa Clara County Recycling and
Waste Reduction Technical Advisory Committee and staff is directed to appoint a representative
to serve on the TAC and to notify the Commission that the Agreement has been approved.
BE IT FURTHER RESOLVED by the Town Council that the Town Manager is
authorized and directed to execute the Memorandum of Agreement for the Santa Clara County
Recycling and Waste Reduction Technical Advisory Committee.
PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of
Los Gatos, California, held on the 17t" day of June, 2013 by the following vote:
COUNCIL MEMBERS:
AYES:
NAYS:
ABSENT:
ABSTAIN:
SIGNED:
MAYOR OF THE TOWN OF LOS GATOS
LOS GATOS, CALIFORNIA
ATTEST:
CLERK ADMINISTRATOR OF THE TOWN OF LOS GATOS
LOS GATOS, CALIFORNIA
THIS PAGE
INTENTIONALLY
LEFT BLANK
AGREEMENT
CREATING THE SANTA CLARA COUNTY
RECYCLING AND WASTE REDUCTION
TECHNICAL ADVISORY COMMITTEE
THIS AGREEMENT, is made and entered into this day of
2013 by and between the COUNTY OF SANTA CLARA, a political
subdivision of the State of California; CITY OF CAMPBELL, a municipal corporation of the
State of California; CITY OF CUPERTINO, a municipal corporation of the State of
California; CITY OF GILROY, a municipal corporation of the State of California, CITY OF
LOS ALTOS, a municipal corporation of the State of California; TOWN OF LOS ALTOS
HILLS, a municipal corporation of the State of California; TOWN OF LOS GATOS, a
municipal corporation of the State of California; CITY OF MILPITAS, a municipal
corporation of the State of California; CITY OF MONTE SERENO, a municipal corporation
of the State of California; CITY OF MORGAN HILL, a municipal corporation of the State of
California, CITY OF MOUNTAIN VIEW, a municipal corporation of the State of California;
CITY OF PALO ALTO, a municipal corporation of the State of California; CITY OF SAN
JOSE, a municipal corporation of the State of California; CITY OF SANTA CLARA, a
chartered municipal corporation of the State of California; CITY OF SARATOGA, a
municipal corporation of the State of California; and CITY OF SUNNYVALE, a municipal
corporation of the State of California.
All of the above - mentioned entities are hereinafter collectively referred to as "PARTIES" or
individually as "PARTY."
RECITALS:
A. In 1989 the California Legislature passed and enacted the California Integrated Waste
Management Act, known as "AB 939 ", (Public Resources Code Section 40000 et.
seq) requiring jurisdictions to divert 25% of waste from disposal by 1995 and 50% of
waste from disposal by 2000. AB 939 required each County to develop and
periodically update a County Integrated Waste Management Plan and to appoint an
AB 939 Local Task Force.
B. Prior to 1992 the Solid Waste Committee of the Santa Clara County
Intergovernmental Council advised the cities and the County on solid waste and
recycling issues. The Technical Advisory Committee, also originally convened by the
Intergovernmental Council, provided technical advice to the Solid Waste Committee
on solid waste and recycling issues.
C. On or about February 1992, the Santa Clara County Board of Supervisors and the
cities in Santa Clara County designated the Solid Waste Committee of the
Intergovernmental Council as the AB 939 Task Force for Santa Clara County.
D. On February 4, 1992 the Santa Clara County Board of Supervisors replaced
the Solid Waste Committee of the Intergovernmental Council with the Solid
5/6/13
Attachment 2
TAC MEMORANDUM OF AGREEMENT
Waste Commission of Santa Clara County ( "Commission ") in order to
streamline the decision- making process on solid waste and recycling issues.
(Ordinance No. NS- 300.495) The powers and duties of the Commission are
defined in Chapter XVII, Division A6 of the County of Santa Clara Ordinance
Code.
E. On December 4, 2001 the Santa Clara County Board of Supervisors approved
Ordinance No. NS- 300.658 changing the name of the Commission to the Recycling
and Waste Reduction Commission of Santa Clara County.
F. The Commission advises city councils and the Board of Supervisors in Santa Clara
County on countywide solid waste and recycling planning issues and on the County
Solid Waste Management Plan /County Integrated Waste Management Plan.
G. The By -Laws of the Commission (also approved by the County Board of Supervisors
on February 4, 1992) continued the existence of the Recycling and Waste Reduction
Technical Advisory Committee (the "TAC'). The purpose of the TAC was to provide
technical advice to the Commission on solid waste management and policy; to bring
together a wide spectrum of viewpoints and expertise on countywide solid waste and
recycling issues affecting individual jurisdictions; and to assist in development of
policies, programs and revisions and amendments to countywide plans.
H. On an annual basis, the TAC prepares and submits an Annual Workplan and Budget
for review and approval by the Commission. The Commission- approved Annual
Workplan is then implemented by the TAC using funds in the Commission- approved
Annual Budget.
I. In accordance with the AB 939 provisions for financing solid waste diversion and
planning activities, the County of Santa Clara levies and collects the Countywide Solid
Waste Planning Fee ( "SWPF ") on each ton of solid waste disposed at landfills located
within the County, on tons taken to non - disposal facilities located within the county
and subsequently transported for disposal to landfills outside Santa Clara County, and
on tons transported directly to disposal facilities located outside Santa Clara County.
The current SWPF of $0.78 per ton was established by the County Board of
Supervisors on May 19, 2009. Funds from the SWPF are used to fund the activities
and programs of the Commission and the TAC. In addition, funds from grants,
voluntary contributions from other agencies and other revenue sources are used to
fund these activities and programs. Such funds, including monies from the SWPF, are
referred to herein as "County -wide Funds ".
J. In 2011 Assembly Bill 341 ( "AB 341 ") was signed into law establishing a statewide
goal of diverting 75% of solid waste from disposal by 2020 and requiring The
California Department of Resources, Recycling and Recovery to prepare and submit a
plan to the Legislature on or before January 1, 2014 on how to achieve this goal.
K. Since the TAC was originally established, the field of solid waste management and
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TAC MEMORANDUM OF AGREEMENT
recycling has become much more complex and the PARTIES must comply with an
increasing number of laws and regulations. In order to achieve the statewide
goal of 75% diversion, many materials currently disposed in landfills must be
segregated and processed at new facilities, and channeled into useful purposes. New
infrastructure, diversion systems and enhanced producer responsibility measures
must be implemented in order to accomplish this goal.
L. Commensurate with changes in the breadth and complexity of the solid waste and
recycling field, the work and functions of the TAC have evolved over time to
encompass not only providing advice to the Commission, but also recommending,
implementing and monitoring county -wide public education and diversion programs
included in the Commission - approved Annual Workplan and Budget where it is cost -
effective for the PARTIES to jointly provide such programs.
M. The TAC requires expanded powers and authority to monitor ongoing staffing support
for programs in the Commission- approved Annual Workplan as well as the power and
authority to recommend, monitor and audit the funding for these programs, at the
levels contained in the Commission- approved Annual Budget.
N. In order to address these issues the Commission appointed the Ad Hoc Committee
for TAC Organizational Study and the TAC appointed the TAC Ad Hoc Organizational
Study Subcommittee. Pursuant to recommendations from these Committees, the
County retained Arroyo Associates in 2010 to conduct an independent Organizational
Study. The study evaluated the countywide integrated waste management programs
and services and provided operational and organizational recommendations to
enhance the efficiency and effectiveness of the countywide solid waste management
system. The Commission's Ad Hoc Committee held a meeting on May 29, 2012 with
representatives of the TAC and the public to discuss the recommendations of the
Organizational Study and options for restructuring the operating parameters of the
TAC.
O. The purpose of this Agreement is to implement the recommendations of the
Commission's Ad Hoc Committee and the TAC Ad Hoc Subcommittee to revise the
functions, powers, membership, structure and duties of the TAC to make these
consistent with the manner in which the TAC currently functions; and to simplify the
reporting relationship between the Commission and the TAC. Such changes are
desired by the PARTIES in order to facilitate county -wide and regional approaches for
meeting the statewide goal of 75% diversion articulated in AB 341; remaining in
compliance with the existing requirements of AB 939, SB 1016 and all other state and
federal laws and regulations, and planning for the goal of zero waste in the future.
NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
PURPOSES AND FUNDING
The Santa Clara County Recycling and Waste Reduction Technical Advisory
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TAC MEMORANDUM OF AGREEMENT
Committee ('11 AC") is hereby established to replace the Recycling and Waste
Reduction Technical Advisory Committee referred to in Article V of the Commission
Bylaws dated October 2001.
A. Purposes. The purposes of the TAC are:
1. To implement the Commission- approved Annual Workplan and Budget;
2. To advise the Commission and the decision- making bodies of all PARTIES
on technical and policy issues related to solid waste management and recycling
including plans to achieve the statewide AB 341 goal of 75% diversion by 2020 and
plans for working toward the goal of zero waste;
3. To bring together a wide spectrum of viewpoints and expertise to focus on
countywide solid waste management, issues affecting individual communities, and
solid waste and recycling issues affecting public environmental health;
4. To assist in development of policies, programs and revisions and
amendments to countywide plans that can meet countywide needs and thus receive
countywide approval;
5. To provide a forum for exchange of solid waste, recycling, composting and
other diversion information;
6. To inform the PARTIES' respective agencies and jurisdictions about issues
and recommendations of the Commission, and perform follow -up actions, as
necessary;
7. To recommend Commission approval of countywide programs to maximize
the effectiveness of local funds spent for public education and recycling programs,
and to implement and monitor such programs.
8. To assist with future master planning for facilities and infrastructure, as
requested by the Commission.
9. To perform technical and policy review and make technical and policy
recommendations to the Commission and technical recommendations to the
PARTIES concerning best practices in solid and hazardous waste management;
recycling, composting, diversion programs, source reduction; litter reduction on land;
reduction of litter that originates from the storage, collection, transportation, and
processing of solid waste, recyclable materials and organic materials that affects
water quality in local creeks, San Francisco Bay, and oceans; and `cradle to cradle'
extended producer responsibility for products and packaging from creation through
use and ultimate recycling or other disposition, with regard to:
a. The feasibility of technical proposals;
b. Analysis of issues and problems in solid waste management;
c. Proposed and /or needed national and state legislation and policies;
d. New infrastructure required to achieve countywide goals, and;
e. Financing and management options for creation of such infrastructure.
10. To perform other duties as directed by the Commission.
B. Funding. The TAC is funded by the Solid Waste Planning Fee ( "SWPF ") that
is charged to customers by the operators of all disposal and non - disposal facilities
located within the County of Santa Clara, and remitted, by those facility operators, to
the County of Santa Clara. The SWPF is also charged on tons of solid waste that are
hauled directly to out -of- county disposal facilities. The amount of the SWPF is
5/6/13 4
TAC MEMORANDUM OF AGREEMENT
established by the Board of Supervisors based upon input and recommendations from
the Commission and the TAC Implementation Committee. Additional revenues come
from grants, voluntary contributions of other agencies and other sources. These,
together with the SWPF funds constitute the County -wide Funds used to fund the
Commission- approved Annual Workplan and Budget.
COMPOSITION
A. Voting members, not to exceed 27 in number, shall include:
1. One (1) staff person from each City or Town that is a PARTY
2. Three (3) staff persons from the County as follows:
a. One (1) to represent the Unincorporated Area
b. One (1) to represent County interests related to environmental health
c. One (1) to represent County interests related to integrated waste
management
3. One (1) staff person from the Santa Clara Valley Water District
4. Up to eight (8) persons from non - governmental organizations appointed by
the Commission as follows:
a. No more than three (3) representing for - profit industry groups and /or
business organizations (however no member shall represent a single for -
profit company)
b. No more than four (4) representatives of non- profit groups that advocate
for source reduction, recycling programs, sustainability, and /or producer
responsibility
c. No more than two (2) representatives of institutions of higher learning
located within Santa Clara County
B. Appointment of Members. All members representing a public agency shall be
re- designated annually via a letter on agency letterhead addressed to the TAC
Administrator ( "Administrator "). The Commission will accept requests and
nominations for non - governmental organizations to serve on the TAC. The
Administrator will publish a notice in a daily local newspaper of general circulation to a
minimum of two - hundred fifty thousand (250,000) people in September of every other
year announcing that nominations and requests to serve are being accepted. The
Administrator will take other reasonable and cost - effective measures to distribute the
announcement via other media, including but not limited to, web sites, local
publications and social media, to reach persons who might not see the notice in a
daily newspaper. The Commission will select the non - governmental organizations to
be represented on the TAC. Those organizations will, in turn, submit a letter to the
Administrator designating a member and an alternate. Members representing non -
governmental organizations shall serve for a period of two (2) years beginning in
January. At the end of that time the Commission shall select the non- governmental
organizations to be represented on the TAC for the new two (2) year term. The initial
group of non - governmental organization representatives will be selected by the
Commission on or before December 31, 2013 and will begin serving their terms on
January 1, 2014. The Administrator will publish a notice in the newspaper, and
distribute the notice via other suitable media, in September 2013 announcing that the
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TAC MEMORANDUM OF AGREEMENT
Commission will consider nominations and applications for non- governmental
organizations to be represented on the TAC.
C. Alternates. Each PARTY may designate one or more alternate
representative(s) to serve in the absence of the regular member. The alternate(s) will
be designated in writing as described in Section II B. Alternates may serve on TAC
committees, subcommittees, and ad hoc subcommittees.
D. Vacancies. Each PARTY is responsible for designating a replacement for its
member if the member can no longer serve. In the event of a vacancy, the Chair
shall, by letter, request that the PARTY designate a new member. If a vacancy occurs
with regard to a representative of a non - governmental organization, the Administrator
shall notify the non - governmental organization to designate a new member. In the
event the non - governmental organization declines, the TAC shall notify the
Commission and request that a new non - governmental organization be selected to fill
the remainder of the term created by the vacancy.
E. Attendance. Attendance at meetings is vital to the proper and effective
functioning of the TAC. Three (3) consecutive absences or a member missing over
fifty percent (50 %) of the TAC meetings in a calendar year are sufficient grounds for
the Administrator to notify the member and request their attendance. Should a PARTY
be unable to send its representative to meetings for an extended period of time, the
PARTY shall notify the Chair in writing on letterhead and a replacement
representative will not be requested from that PARTY.
III. QUORUM AND VOTING
A. Quorum. A quorum consists of thirteen (13) voting members physically
present at a meeting.
B. Voting. Actions of the TAC shall be taken by a majority vote of the members
present at the meeting. Each member has one vote. (See Section VI B for voting and
quorum requirements for the Implementation Committee that differ from those for the
full TAC.)
C. Attendance From A Remote Location. In the event of an unavoidable
schedule conflict, a member may participate in a meeting from a remote location via
telephone or video - conference provided that all requirements of the Brown Act
(Government Code Section 54950, et seq.) are met and further provided that the
scheduled meeting room has the technical capability to accommodate the request. In
such event the member will notify the Administrator at least ten (10) days in advance
of the meeting and ask to attend from a remote location. The Administrator will advise
the member if this is possible. If so, the Administrator will comply with all Brown Act
requirements including stating the alternate location in the meeting notice. The
member shall also comply with all Brown Act requirements in Government Code
Section 54953 (b), including, but not limited to, posting a meeting notice and agenda
on the door of the remote location for the duration of the meeting, and allowing
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TAC MEMORANDUM OF AGREEMENT
members of the public to participate in the meeting from the remote location along
with the member. The member's vote will be counted; however, the member will not
be included in the count to determine a quorum. Attendance from a remote location is
to be used only in rare cases of unavoidable schedule conflicts. In- person attendance
and participation at meetings is strongly preferred and encouraged.
D. Bylaws, The TAC may, as necessary, recommend adoption of Bylaws for its
governance to the Commission for approval, and operate according to Bylaws
approved by the Commission. In the event revisions to Commission - approved Bylaws
are desired, the TAC may recommend such revisions to the Commission.
IV. OFFICERS AND THEIR RESPONSIBILITIES
A. Officer Positions. The officers of the TAC shall be the Chair, Vice Chair, and
the Subcommittee Chairs. The Chair and Vice Chair of the TAC must be voting
members or alternates representing a PARTY.
B. Election and Term. Each officer shall be elected by majority vote of a quorum
of the voting membership at the last meeting of each calendar year or as soon
thereafter as possible. All officer's terms begin with the first meeting of each calendar
year.
C. Duties. The Chair of the TAC shall be responsible for chairing all meetings of
the TAC and the 'Implementation Committee (IC), and representing the TAC and the
IC at Commission meetings. The Chair shall approve the draft agendas for TAC and
IC meetings, except that any agenda item proposed by two (2) or more voting
members must be placed on the next available agenda. The Vice Chair shall serve
as the Chair in the Chair's absence. The Chairs of the Subcommittees shall be
responsible for calling meetings of their respective Subcommittees and chairing those
meetings. The Subcommittee Chairs shall approve the draft agendas for their
respective Subcommittees except that any items proposed by two (2) or more voting
members of a Subcommittee shall be placed on the next available Subcommittee
agenda.
V. MEETINGS
A. Meetings. The TAC shall meet monthly at the time and place published on
the agendas. Additional meetings may be called as needed. The Chair shall provide
every member of the TAC with seventy -two (72) hours written notice of regular and
additional TAC meetings. The agenda for each meeting shall be developed by the
Administrator in consultation with the TAC Chair, and shall be approved by the Chair.
B. Conduct of Meetings. All meetings of the TAC, including all Committees,
Subcommittees, Ad Hoc Committees and Subcommittees and any closed sessions
with legal counsel, shall be properly noticed and conducted in accordance with the
"Brown Act" (Government Code Section 54950 et seq.) Except for official meetings of
the TAC and its Committees, Subcommittees and Ad Hoc Committees and
Subcommittees, nothing herein shall be interpreted to require meetings between staff
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TAC MEMORANDUM OF AGREEMENT
members of the individual PARTIES (including designated representatives of the
PARTIES) to be subject to the Brown Act, where the Brown Act would not otherwise
apply. Each PARTY is individually responsible for ensuring it complies with the Brown
Act. Wherever this Agreement is silent with regard to procedure, Robert's Rules of
Order shall apply.
VI. IMPLEMENTATION COMMITTEE
A. Composition and Duties. The TAC Implementation Committee (IC) is
comprised of one voting member from each PARTY to this Agreement plus one
voting member from the Santa Clara Valley Water District ( SCVWD). The
PARTY'S IC representative is usually also the PARTY'S TAC representative.
Each PARTY and the SCVWD may also designate an alternate. The purpose of
the IC is to make decisions and recommendations on all fiscal, management and
administrative issues of the TAC. The IC selects, monitors and provides
oversight of the Administrator, the Fiscal Agent, the Contracting Agent, and legal
counsel to the TAC, The IC recommends the level and setting of the SWPF to
the Commission.
B. Quorum, Voting and Meetings. A quorum of the IC is nine (9) voting
members. (Note: the City of San Jose representative counts as two (2) voting
members toward the IC quorum.) The affirmative vote of at least eight (8) voting
members of the IC, including PARTIES collectively representing at least forty
percent (40 %) of the population of the incorporated and unincorporated areas of
the County of Santa Clara, is necessary to approve any measure brought before
the IC. (For purposes of calculating whether or not the forty percent (40 %)
figure has been reached, the population of each PARTY shall be counted;
however, no population shall be attributed to the SCVWD due to the fact that it
encompasses such a large percentage of the population of the entire
incorporated and unincorporated County.) Each member of the IC shall have
one vote, with the exception of the City of San Jose which shall have two (2)
votes. The IC shall meet at least annually to consider and recommend approval
of the Annual Workplan and Budget to the Commission for the upcoming fiscal
year. The Chair may call other meetings of the IC as needed. All IC meetings
are open to the public and to all TAC members. Participation and discussion by
all TAC members and by members of the public is encouraged. The Chair of the
IC forwards all recommendations made by the IC directly to the Commission,
and also makes an informational report to the TAC on the recommendations
forwarded to the Commission. The Chair shall strive to achieve consensus
among IC members. Consensus is defined as general agreement in sentiment
or belief. If clear consensus cannot be reached, the Chair will call for a vote of
the voting members present. In such event the Chair will report the
recommendation of the IC along with the dissenting opinion(s) and viewpoints, to
the Commission and to the TAC. In the event of a tie, the Chair will report that
outcome and the viewpoint(s) expressed that led to that outcome. In the
alternative, the Chair may, in the Chair's sole discretion, re- agendize the item for
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TAC MEMORANDUM OF AGREEMENT
another IC meeting.
C. Use of Outside Contractors. The IC is responsible for selecting any
consultant(s) or contractor(s) ("Outside Contractors ") to perform tasks included in the
Commission- approved Annual Workplan and Budget and who are to be paid from
County -wide Funds, using a process created in consultation with the Contracting
Agent. The IC is responsible for reviewing and approving the parameters of any
contracts with Outside Contractors, including the scope(s) of work, schedules of
performance, use of subcontractors, and compensation for such Outside Contractors.
The IC then directs the Contracting Agent to conduct the procurement process for
Outside Contractors and to execute contracts with the selected Outside Contractor(s).
VII. TAC SUBCOMMITTEES
A. Issue and Policy Subcommittees. Issue and policy subcommittees shall be
established as needed by the TAC. The TAC will evaluate and establish standing
Subcommittees in December of each year. Additional Subcommittees may be
established at other times throughout the year as needed.
B. Membership and Meetings. Membership on all issue and policy
Subcommittees is open to all TAC voting members and designated alternates. There
is no maximum size for each Subcommittee. The TAC shall appoint a Chair for each
Subcommittee. A quorum is two (2) or more Subcommittee members.
Subcommittees may elect a Vice -Chair to serve in the Chair's absence.
Subcommittee chairs shall be responsible for calling and chairing meetings. The
Subcommittee chairs shall approve the draft agenda and report the activities and
recommendations of the Subcommittee to the TAC. Subcommittee chairs shall strive
to achieve consensus among members. Consensus is defined as general agreement
in sentiment or belief. If clear consensus cannot be reached, the Chair will call for a
vote of the voting members present. In such event the Chair will report the
recommendation of the Subcommittee along with the dissenting opinion(s) and
viewpoints, to the TAC. In the event of a tie, the Subcommittee Chair will report that
outcome and the viewpoint(s) expressed that led to that outcome. In the alternative
the Subcommittee Chair, in consultation with the TAC Chair, may decide to re-
agendize the item for discussion at another meeting.
C. Ad Hoc Subcommittees, The TAC may establish Ad Hoc Subcommittees as
needed to address specific issues or problems. The TAC shall appoint a Chair for
each Ad Hoc Subcommittee. All Ad Hoc Subcommittees shall follow the same
operating procedures as the standing issue and policy subcommittees. The TAC
Chair shall monitor the work of all Ad Hoc Subcommittees, and all such
Subcommittees shall be promptly disbanded by the TAC once their tasks have been
accomplished.
VIII. TAC ADMINISTRATOR
A. Duties. The TAC Administrator provides administration and management
services to the TAC and carries out the Annual Workplan. Duties of the Administrator
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TAC MEMORANDUM OF AGREEMENT
include but are not limited to: scheduling meetings of the TAC and all committees,
subcommittees, and ad hoc subcommittees; preparing agendas and meeting minutes;
maintaining all TAC records and files; notifying the TAC of correspondence received
and preparing outgoing correspondence; completing all tasks in the Annual Workplan;
providing monthly reports at TAC meetings on the status of the Workplan; and other
duties as directed by the IC. The Administrator reports to the Chair of the TAC. The
Administrator shall work cooperatively and collaboratively with the IC, the Fiscal Agent
and the Contracting Agent. The Administrator is paid from funds in the adopted TAC
budget.
B. Selection. The IC shall select a PARTY or an Outside Contractor to serve as
the Administrator for the TAC. The IC will receive and evaluate proposal(s) and make
a recommendation to the Commission on selection of an Administrator, as further
described in Attachment 2.
C. Initial Administrator. The initial Administrator for the TAC shall be the County
of Santa Clara, Integrated Waste Management Division ( "County IWMD "). The initial
staff provided is described on Attachment 1. In the event of a change in the initial
staff, the procedures described in Attachment 2 shall be followed. In the event the IC
determines there is a need for a change in the Administrator in the future (due to
costs, availability of designated employees or for other reasons), or in the event the
County IWMD is unable or unwilling to serve, the procedures for selection of a new
Administrator in Attachment 2 shall be followed.
D. If Administrator Is Also A PARTY. In the event the Administrator is a PARTY,
that PARTY shall appoint a TAC /IC representative whose function is to represent the
PARTY's point of view on issues, policy and fiscal matters. The PARTY'S TAC /IC
representative shall be a person who is not be involved in the work of the
Administrator. This designation shall be made in writing on the PARTY'S letterhead to
the Chair of the TAC. The person(s) fulfilling the duties of the Administrator shall act
as staff to the TAC, TAC committees and subcommittees, and to the IC.
E. Contract With Administrator. All duties and responsibilities of the
Administrator, and a list and description of all staff assigned to provide Administrator
services, shall be included in a contract between the Contracting Agent and the
Administrator. The contract term may be for a single year or for multiple years, at the
discretion of the IC. In the event that the Administrator is a PARTY, a letter agreement
will be prepared between the Contracting Agent and the Administrator, containing all
of the duties, responsibilities, staffing commitments and costs for the Administrator to
serve for the upcoming fiscal year. The letter agreement will include the Annual
Workplan and costs for the Administrator's services. The letter agreement shall state
that the Administrator agrees to provide the described services at the approved costs
for the upcoming fiscal year and that all employee and overhead costs will be
maintained at the levels specified in the agreement for that fiscal year. With regard to
the initial Administrator, the first letter agreement shall be prepared and executed prior
to July 1, 2014 to reflect the costs and the scope of work to be performed for FY
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TAC MEMORANDUM OF AGREEMENT
2014/15. If the Administrator and the Contracting Agent are the same PARTY, the
letter agreement will be prepared and signed by a staff person designated to
represent the Administrator and also signed by a separate staff person designated to
represent the Contracting Agent.
F. Annual Workplan and Budget. As the work of the TAC progresses each year,
the Administrator will maintain a list of potential work items to be placed in the Annual
Workplan for the upcoming fiscal year. Beginning with preparation of the Annual
Workplan and Budget for fiscal year 2014/15 the following schedule will apply. In
November of each year, the IC will review the list of potential work items compiled by
the Administrator, add additional items as needed, and direct the Administrator to
prepare a proposed Workplan and Budget for the upcoming fiscal year. The
proposed Annual Workplan will contain the elements described in Attachment 3.
The Administrator shall submit the final draft of the proposed Annual Workplan and
Budget to the IC no later than December 15 of each year. If required, the IC will
provide revisions and comments to the Administrator who will then revise and finalize
the Annual Workplan and Budget. The IC will approve the Annual Workplan and
Budget on or before January 31 of each year and forward it to the Commission for
approval. Commission approval is anticipated to be during the month of February.
Upon approval by the Commission, the Contracting Agent will prepare agreements
with the Administrator, the Fiscal Agent and the Contracting Agent that include the
approved Annual Workplan and Budget (for the Administrator) and the approved costs
and duties (for the Fiscal Agent and the Contracting Agent) as described in Sections
VIII E, IX D and X C. The agreements will be signed by designated representatives of
the Administrator, the Fiscal Agent and the Contracting Agent. In the event the
Administrator, the Fiscal Agent and /or the Contracting Agent are the same PARTY,
that PARTY shall designate separate representatives to execute the agreements on
behalf of the Administrator, the Fiscal Agent and the Contracting Agent. Said
agreements shall be fully executed and in place prior to July 1 of each year.
G. Annual Reporting and Evaluation. The Administrator shall prepare a self -
evaluation /audit report to the IC including significant accomplishments, work items
planned but not accomplished, work items not planned but completed, and the status
of all work items in the Annual Workplan. The report will include recommendations
and suggestions for improving the work of the Administrator and will be submitted on
or before September 15 each year. The IC will consider the report at a regular
meeting and discuss and provide recommendations and feedback to the
Administrator. The IC will rate the overall implementation and effectiveness of the
Workplan and, in turn, rate the performance of the Administrator based upon the
ability of the Administrator to meet the timelines and budget in the Workplan and to
effectively support the Commission and the TAC. The final recommendations and
feedback of the IC will be recorded in the minutes and also in a letter from the IC
Chair to the Administrator. This feedback will be used by the Administrator to make
any required changes in operations, procedures and /or work tasks for the next fiscal
year. In addition to the annual review of the Administrator the IC may, at any time,
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discuss questions, concerns or issues of performance with the Administrator.
IX. FISCAL AGENT
A. Duties. The Fiscal Agent serves as the treasurer of the County -wide Funds
and is responsible for collecting the SWPF from all solid waste disposal facilities and
non - disposal facilities located within Santa Clara County. The Fiscal Agent also
collects and receives grant funds and revenues from other sources. The Fiscal Agent
shall diligently pursue collection of all SWPF funds and shall keep the IC apprised of
the amount and entity owing delinquent payments, as well as of the status of
collection activity initiated by the Fiscal Agent regarding the delinquent payments.
The Fiscal Agent shall manage all funds in accordance with generally accepted
government accounting procedures. The Fiscal Agent shall keep County -wide Funds
segregated from all other funds administered by the Fiscal Agent in separately
numbered and coded accounts that are readily identifiable as those containing
County -wide Funds; shall credit appropriate interest income earned on such funds in
each fiscal year; and shall not expend, use or transfer any funds except in accordance
with the Annual Workplan and Budget approved by the IC and the Commission, or as
otherwise directed by the IC. In the event the Fiscal Agent is not also the Contracting
Agent, the Fiscal Agent shall transfer County -wide Funds to the Contracting Agent as
directed by the IC, in accordance with the procedures in Attachment 5. The Fiscal
Agent shall work cooperatively and collaboratively with the IC, the Administrator, and
the Contracting Agent.
B. Initial Fiscal Agent. The initial Fiscal Agent shall be the County of Santa
Clara. The specific contact person shall be designated in writing to the Administrator
and to the TAC Chair. In the event the IC determines there is a need for a change in
the Fiscal Agent in the future (due to costs, lack of availability of designated
employees or for other reasons), or in the event the County is unable or unwilling to
serve, the following procedures for selection of a new Fiscal Agent shall be followed.
C. Selection. Any PARTY willing to serve as the Fiscal Agent may be nominated
by another PARTY. The nominated PARTY(IES) will submit a letter proposal to the IC
containing the costs for performing the services of the Fiscal Agent including all
employee and overhead costs and all proposed expenses. If the same PARTY is also
already serving, or is proposing to serve, as the Administrator, the Contracting Agent,
or both, the proposed costs to perform each function shall be separately specified.
The IC will hold discussions with representatives of the nominated PARTY(IES) as
needed. The recommendation of the IC will be forwarded to the Commission for
approval. Upon receipt of Commission approval, the Contracting Agent will execute
an agreement with the new Fiscal Agent that includes the approved costs for the
PARTY to provide Fiscal Agent services for the upcoming fiscal year.
D. Payment For Services, The Fiscal Agent shall provide the Administrator with
proposed costs to perform the duties of TAC Fiscal Agent for the upcoming fiscal year
upon request. The proposed costs shall be at the level of detail described in
Attachment 2. If the Fiscal Agent is also serving as the Administrator, the Contracting
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Agent, or both, the proposed costs to perform each function shall be separately
specified. The proposed costs will be reviewed by the IC as part of review of the
Annual Workplan and Budget. If there is a question or concern about the proposed
costs the Chair of the IC and the Administrator will meet with the Fiscal Agent
concerning the issues. Upon approval of the Annual Workplan and Budget by the IC
and the Commission, the Contracting Agent will prepare an agreement to be signed
by the Fiscal Agent and the Contracting Agent to perform services for the new fiscal
year. In the event that the Contracting Agent and the Fiscal Agent are the same
PARTY, the agreement shall be signed by the designated employee of the PARTY
serving as the Fiscal Agent and the (separate) designated employee of the PARTY
serving as the Contracting Agent.
E. Quarterly and Annual Budget Status. The Fiscal Agent shall prepare and
submit quarterly budget updates to the IC every three (3) months, and shall provide a
Year -End Budget Report. These reports shall be formatted in a clear and concise
manner such that all expenditures, revenues, movement of monies, reallocation of
funds and adjustments to the budget are detailed by project and line item (i.e.
numerical reference and narrative description). The Year -End Budget Report shall be
submitted to the IC on or before October 31 each year. The IC may, at any time,
request additional budget information, detail, documentation and updates. The Fiscal
Agent shall respond promptly to all such requests.
F. Biennial Audit. The Fiscal Agent shall arrange for an audit by an independent
third party Certified Public Accounting Firm (CPA) to be conducted every other year
beginning with an audit of the 2013/14 fiscal year. The Fiscal Agent may utilize the
CPA firm retained by the jurisdiction of which the Fiscal Agent is a part, to perform
that PARTY's annual audit. In such event, the results of the audit of the County -wide
Funds and accounts shall be clearly and separately called out in the CPA's audit
report. The results of the audit shall be reported to the IC on or before January 15
every other year.
G. Evaluation of the Fiscal Agent. Each year the Fiscal Agent shall prepare a
self - evaluation, along with the Year -End Budget Report, for submittal to the IC. The
self - evaluation will include a description of key work tasks performed, any duties or
tasks not completed, and any non - planned work tasks completed. The report will
include recommendations and suggestions for improving the services of the Fiscal
Agent. The self - evaluation shall be submitted at the same time as the Year -End
Budget Report. The IC will review the report at a regular meeting and discuss any
suggested or needed changes or improvements. The IC will rate the overall
performance of the Fiscal Agent based upon the ability of the Fiscal Agent to perform
its duties in a timely manner and in accordance with all requirements of this
Agreement. The final recommendations and feedback of the IC will be recorded in the
minutes and also in a letter from the IC Chair to the Fiscal Agent. This feedback will
be used by the Fiscal Agent to make any required changes in operations and
procedures and /or work tasks for the next fiscal year. In addition to the annual review
of the Fiscal Agent, the IC may, at any time, discuss questions, concerns or issues of
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performance with the designated representative of the Fiscal Agent.
X. CONTRACTING AGENT
A. Duties. The Contracting Agent executes contracts with Outside Contractors,
including the Administrator and the Fiscal Agent (where applicable) that have been
requested and approved by the IC. The Contracting Agent consults with the IC to
establish a procurement process for Outside Contractors, and then conducts that
process once the IC has approved a scope of work, schedule, budget and other
parameters of the contract that will be awarded by the Contracting Agent. The
Contracting Agent shall conduct the procurement process and execute all contracts
within a reasonable period of time after being directed to do so by the IC. The
Contracting Agent shall provide a copy of any contract executed on behalf of the TAC
to any PARTY, any TAC member, and to any PARTY or person designated by any
PARTY or the IC upon request. The governing body of the Contracting Agent, at its
discretion, may delegate authority to execute agreements and contracts approved by
the IC to a designated employee. Notice of any such delegation of authority shall be
provided in writing to the Chair of the IC and to the Administrator.
In the event the Contracting Agent is not also the Fiscal Agent, the Contracting Agent
shall receive County -wide Funds transferred to the Contracting Agent by the Fiscal
Agent on a periodic basis as described in Attachment 5. The Contracting Agent shall
manage all County -wide Funds in accordance with generally accepted government
accounting procedures. The Contracting Agent shall keep County -wide Funds
segregated from all other funds administered by the Contracting Agent in separately
numbered and coded accounts that are readily identifiable as County -wide Funds,
and shall not expend, use or transfer any funds except as specifically directed by the
IC. At the close of the fiscal year, the Contracting Agent shall, pursuant to the
procedures in Attachment 5, comply with all directions from the IC with regard to
retention of funds for contracts with Outside Contractors that are still in effect, and
with regard to return of unexpended or unencumbered funds to the Fiscal Agent. The
Fiscal Agent shall work cooperatively and collaboratively with the IC, the
Administrator, and the Contracting Agent.
B. Initial Contracting Agent. The initial Contracting Agent shall be the County of
Santa Clara. The specific contact person shall be designated in writing to the
Administrator and to the TAC Chair. In the event the IC determines there is a need for
a change in the Contracting Agent in the future (due to costs, lack of availability of
designated employees or for other reasons), or in the event the County is unable or
unwilling to serve, the procedures for selection of a new Contracting Agent shall be
the same as those for selection of a Fiscal Agent as described in Section IX C.
C. Payment For Services. The Contracting Agent shall provide the Administrator
with proposed costs to perform the duties of TAC Contracting Agent for the upcoming
fiscal year upon request. The proposed costs shall be at the level of detail described
in Attachment 2. If the Contracting Agent is also serving as the Administrator, the
Fiscal Agent, or both, the proposed costs to perform each function shall be separately
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specified. The proposed costs will be reviewed by the IC as part of review of the
Annual Workplan and Budget. If there is a question or concern about the proposed
costs the Chair of the IC and the Administrator will meet with the Contracting Agent
concerning the issues. Upon approval of the Annual Workplan and Budget by the IC
and the Commission, the Administrator will prepare an agreement to be signed by the
Contracting Agent and the Administrator to perform services for the new fiscal year. Ir
the event that the Administrator and the Contracting Agent are the same PARTY, the
agreement shall be signed by the designated employee of the PARTY serving as the
Contracting Agent and the (separate) designated employee of the PARTY serving as
the Administrator.
D. Annual Contract Status Report, The Contracting Agent shall prepare and
submit an annual report to the IC on the status of all contracts (listing all contracts in
progress, expired, terminated, and the amount of work and budget remaining in each)
on or before October 31 each year. The report shall also note the amount of County-
wide Funds held by the Contracting Agent, and specify the amount(s) of funds
encumbered for contracts, and the amount(s) of funds that are unspent and
unencumbered. The IC may, at any time, request additional information, detail,
documentation and updates on any or all contracts. The Contracting Agent shall
respond promptly to all such requests.
E. Audits. The Contracting Agent shall cooperate with and provide all information
and documentation required in order to complete the bi- annual audit described in
Section IX F. In the event the IC decides that any actions or activities of the
Contracting Agent are not in compliance with this Agreement, or if the IC determines
there are other reasons for an audit to be performed, the IC may perform an audit of
the County -wide Funds received and expended by the Contracting Agent. In such
event the Contracting Agent shall cooperate fully, and in a timely manner, with
persons performing the audit.
F. Evaluation of the Contracting Agent. Each year the Contracting Agent shall
prepare a self - evaluation, along with the Annual Contract Status Report, for submittal
to the IC. The self - evaluation will include a description of key work tasks performed,
any duties or tasks not completed, and any non - planned work tasks completed. The
report will include recommendations and suggestions for improving the services of the
Contracting Agent. The self - evaluation shall be submitted at the same time as the
Annual Contract Status Report, The IC will review the report at a regular meeting and
discuss any suggested or needed changes or improvements. The IC will rate the
overall performance of the Contracting Agent based upon the ability of the Contracting
Agent to perform its duties in a timely manner and in accordance with all requirements
of this Agreement. The final recommendations and feedback of the IC will be recorded
in the minutes and also in a letter from the IC Chair to the Contracting Agent. This
feedback will be used by the Contracting Agent to make any required changes in
operations and procedures for the next fiscal year. In addition to the annual review of
the Contracting Agent, the IC may, at any time, discuss questions, concerns or issues
of performance with the designated representative of the Contracting Agent.
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XI. LEGAL COUNSEL
A. Selection. The IC may select an attorney or firm that is experienced in solid
waste, recycling and municipal law to research legal issues, proposed legislation, and
to provide legal advice to the TAC ( "Legal Counsel ") as provided for in the
Commission - approved Annual Workplan and Budget. Legal Counsel may be a City
Attorney or County Counsel (i.e. an employee of one of the PARTIES) or may be an
outside attorney or law firm. The IC will interview and select Legal Counsel as
needed, and direct the Contracting Agent to prepare a contract with Legal Counsel for
the provision of legal services. The IC shall direct the work of Legal Counsel. The
Administrator may assist in coordination of activities with Legal Counsel, but shall not
give direction without prior authorization from the IC. Legal Counsel shall not be
responsible for providing legal advice to individual PARTIES related to their individual
compliance with Public Resources Code Section 40000 et. seq but may provide such
services under separate contract with any PARTY or PARTIES..
XII. OTHER AGREEMENTS OF THE PARTIES
A. Term of Agreement. The term of this Agreement shall commence on the date
the last duly authorized representative of the PARTIES executes it. This Agreement
shall remain in effect until terminated by the PARTIES or until eight (8) or more
PARTIES containing more than fifty percent (50 %) of the population of the
incorporated and unincorporated areas of County of Santa Clara withdraw from the
Agreement, whichever occurs first. A PARTY may withdraw from the Agreement by
providing written notice to the Administrator, stating the effective date of the PARTY'S
withdrawal. The withdrawal of a PARTY shall not entitle that PARTY to receive or
retain any portion of the SWPF.
B. Ethical Code of Conduct. All TAC members and Alternates shall adhere to the
Ethical Code of Conduct in Attachment 4. All TAC members and Alternates shall
attend a TAC- sponsored ethics training every other year beginning in FY 2013/14.
The Administrator shall arrange for this training and include the cost in the Annual
Workplan and Budget for each year the training is required to be conducted.
C. Counterparts. This Agreement may be executed and delivered in any number
of copies ( "counterparts ") by the PARTIES, including by means of facsimile and e-mail
of PDF copies. When each PARTY has signed and delivered at least one counterpart
to the Administrator, each counterpart shall be deemed an original, and taken
together, shall constitute one and the same Agreement, which shall be binding and
effective as to the PARTIES hereto.
D. Non- Compliance With State and Federal Laws. No PARTY shall, by entering
into this Agreement, participating in the TAC or the IC, or agreeing to serve as
Administrator, Fiscal Agent, Contracting Agent, and /or Legal Counsel, assume or be
deemed to assume responsibility for any other PARTY in complying with the
requirements of state and federal solid waste and recycling laws, including but not
limited to, the California Integrated Waste Management Act of 1989 as amended
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(Public Resources Code Section 400000 et seq), This Agreement is intended solely
for the convenience and benefit of the PARTIES hereto and shall not be deemed for
the benefit of any third party and may not be enforced by any third party, including,
but not limited to, the United States Environmental Protection Agency and the
California Department of Resources, Recycling and Recovery, or any person acting
on their behalf or in their stead.
E. Indemnification. In lieu of and notwithstanding the pro rata risk allocation
which might otherwise be imposed between the PARTIES pursuant to Government
Code Section 895.6, the PARTIES agree that all losses or liabilities incurred by a
PARTY, or by the Santa Clara Valley Water District in carrying out its duties under
Section VI. Implementation Committee shall not be shared pro rata, but instead the
PARTIES agree that pursuant to Government Code Section 895.4, each of the
PARTIES hereto shall fully defend, indemnify and hold harmless each of the other
PARTIES, and the Santa Clara Valley Water District in the carrying out of its duties
under Section VI. Implementation Committee, from any claim, expense or cost,
damage or liability imposed for injury (as defined by Government Code Section 810.8)
occurring by reason of the negligent acts or omissions or willful misconduct of the
indemnifying PARTY, its officers agents or employees, or in connection with or arising
from any work, authority or jurisdiction delegated to such PARTY under this
Agreement. No PARTY, nor any officer, board member, employee or agent thereof,
shall be responsible for any damage or liability incurred by reason of the negligent
acts or omissions or willful misconduct of the other PARTIES hereto, their officers,
board members, employees or agents under or in connection with or arising from any
work, authority or jurisdiction delegated to such PARTY under this Agreement.
F. Entire Agreement. This Agreement supersedes any prior arrangement or
agreement among the PARTIES regarding the composition, structure, duties and
powers of the TAC including but not limited to the TAC Rules of Procedure dated May
22, 2006, but does not supersede any other agreements between any of the
PARTIES.
G. Amendments. This Agreement may be amended by unanimous written
agreement of the PARTIES. All PARTIES agree to bring any proposed amendments
to this Agreement to their Council or Board, as applicable, within three (3) months
following acceptance by the IC. The IC shall, on a biennial basis, evaluate this
Agreement and determine if any amendments are needed. The first biennial
evaluation shall be in 2015. The IC may recommend amendments on a more frequent
basis if desired.
H. Venue. In the event that suit shall be brought by any PARTY to this
Agreement, the PARTIES agree that venue shall be exclusively vested in the state
courts of the County of Santa Clara, or where otherwise appropriate, exclusively in the
United States District Court, Northern District of California, San Jose, California.
I. Attachments. Attachments 1 through 5 are attached hereto and incorporated
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herein by this reference.
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TA MEMORANDUM OF AGREEMENT
IN WITNESS WHEREOF, the PARTIES hereto have executed this Agreement as of the
dates shown below.
COUNTY OF SANTA CLARA, a public entity of the State of California
Date:
BV:
Chair, Board of Supervisors
CITY OF
Date:
By:
Name:
Title:
CITY OF
APPROVED AS TO FORM:
Bv:
Deputy County Counsel
ATTEST:
Date:
APPROVED AS TO FORM:
By:
Name:
Title:
Date: APPROVED AS TO FORM:
By: By:
Name: Name:
Title: Title:
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CITY OF
Date:
By:
Name:
Title:
CITY OF
Date:
By:
Name:
Title:
CITY OF
Date:
By:
Name:
Title:
CITY OF
Date:
APPROVED AS TO FORM:
By:
Name:
Title:
APPROVED AS TO FORM:
By:
Name:
Title:
APPROVED AS TO FORM:
By:
Name:
Title:
APPROVED AS TO FORM:
By: By:
Name: Name:
Title: Title:
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TAC MEMORANDUM OF AGREEMENT
CITY OF
Date:
By:
Name:
Title:
CITY OF
Date:
By:
Name:
Title:
CITY OF
Date:
By:
Name:
Title:
CITY OF
APPROVED AS TO FORM:
By:
Name:
Title:
APPROVED AS TO FORM:
By:
Name:
Title:
APPROVED AS TO FORM:
By:
Name:
Title:
Date: APPROVED AS TO FORM:
By: By:
Name: Name:
Title: Title:
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TAC MEMORANDUM OF AGREEMENT
CITY OF
Date:
By:
Name:
Title:
CITY OF
Date:
By:
Name:
Title:
CITY OF
Date:
By:
Name:
Title:
CITY OF
Date:
By:
Name:
Title:
APPROVED AS TO FORM:
By:
Name:
Title:
APPROVED AS TO FORM:
By:
Name:
Title:
APPROVED AS TO FORM:
By:
Name:
Title:
APPROVED AS TO FORM:
By:
Name:
Title:
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TAC MEMORANDUM OF AGREEMENT
CITY OF
Date:
APPROVED AS TO FORM:
By: By:
Name:
Title:
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Title:
TAC MEMORANDUM OF AGREEMENT
ATTACHMENT 1
INITIAL STAFFING OF ADMINISTRATOR
The following is the initial staff complement for the Administrator:
Staff Person % FTE Committed % FTE Committed
To Administrator To County
Duties Unincorporated
Duties
Elizabeth Constantino, Program Manager II 0.82 FTE 0.18 FTE
Provides oversight of all Annual Workplan
Tasks and all functions of the Administrator.
Lisa Rose, Senior Management Analyst 0.87 FTE 0.13 FTE
Coordinates the Green Business Program,
Serves as staff to the Commission, and
performs various other duties.
Clifton Chew, Management Analyst 0.80 FTE 0.20 FTE
Serves as staff to the TAC, prepares state
Reporting and DRS, and performs various
other duties.
Zachary Devine, Management Analyst 0.67 FTE 0.33 FTE
Contracts monitoring, budget tracking,
Outreach Specialist, and various other
duties.
Sue Sherrin, Associate Management 0.98 FTE 0.02 FTE
Analyst B, Green Business Specialist
Sarah Smith, Management Analyst 1.0 FTE 0.00 FTE
Home Composting Education Program
Coordinator
Joanna Chapa, Office Specialist III 0.94 FTE 0.06 FTE
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TAC MEMORANDUM OF AGREEMENT
ATTACHMENT 2
SELECTION PROCESS FOR THE ADMINISTRATOR
1.Selection. The IC shall select a PARTY or an Outside Contractor to serve as the
Administrator for the TAC. As part of the selection process, the potential
candidate(s) shall submit a proposal to the IC for providing Administrator services.
The proposal shall include: a detailed scope of work for the upcoming fiscal year,
detailed costs and work hours for the completion of each task, and a list of the
employees proposed to perform each part of the Annual Workplan, as well as the
administrative and management duties of the Administrator. The proposal shall also
include a resume and description of the education, experience and expertise of each
proposed staff member highlighting experience in solid waste management,
recycling, diversion programs, producer responsibility, public education and
outreach, legislative analysis, budgeting, public sector management, administration
and policy development. It is of great importance that each member of the
Administrator staff possess a high level of experience and expertise in the listed
areas. The proposal shall designate the duties and activities to be carried out by
each employee. The IC will review the proposal(s) and conduct interview(s) with the
potential Administrator(s). The IC will select an Administrator and recommend
approval to the Commission.
2.Change in Administrator Staff. In the event any member of the Administrator's staff
is unable or unavailable to serve in the capacity indicated in the original proposal,
the IC shall work with the Administrator to determine if an acceptable alternate staff
member is available. This shall include, if desired by the IC, having representatives
from the IC participate in the selection process for the alternate staff person; review
the resumes, references and writing samples of proposed candidates; attend and
participate in interviews; and provide input to the decision- making process for
selection of the proposed alternate staff member. If the proposed alternate staff
person is not acceptable to the IC, and the IC determines that the employee who is
unavailable is a key employee, the IC may give written notice to the Administrator
that the TAC will seek another Administrator, and the IC may recommend to the
Commission that the selection process for a new Administrator be commenced.
Upon receipt of Commission approval, the IC will begin that process. The
Administrator shall serve until such time as either a replacement Administrator is
selected and approved by the Commission, or (if the Administrator is not a PARTY)
until the current contract for the services of the Administrator expires, whichever
occurs first. In the IC's sole discretion, the services of the Administrator may be
terminated prior to the selection of a new Administrator. In the event the
Administrator is not a PARTY, an early termination clause shall be placed in the
contract with the Administrator for use by the IC in the event a key staff person
becomes unavailable.
3. Key Employee. A "key employee" includes, but is not limited to, any one of the
following:
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TA MEMORANDUM OF AGREEMENT
a. An employee who is performing twenty percent (20 %) or more of the work
hours in the Annual Workplan.
b. An employee whose work tasks require a high level of technical expertise and
experience in recycling, solid and /or hazardous waste management programs
and practices.
c. An employee whose work tasks require a high level of professional judgment
that is the product of numerous years of experience in recycling, solid and
hazardous waste management, and /or in work for public agencies,
d. An employee whose work tasks involve a high level of interaction with the
public (e.g. in trainings, liaison with businesses or non - profit organizations,
etc.).
e. An employee whose work tasks involve presentations or testimony to public
agencies (e.g. City Councils, the Board of Supervisors) and /or community
organizations (e.g. service organizations, community groups, homeowner's
associations, etc.).
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TAC MEMORANDUM OF AGREEMENT
ATTACHMENT 3
ELEMENTS TO BE CONTAINED IN THE ANNUAL WORKPLAN AND BUDGET
1.Scope of Work. The proposed Annual Workplan and Budget will contain a detailed
scope of work for each proposed task, the employee work hours estimated to
complete each task, the name(s) of the specific employees that will perform the work
for each task, the cost of the work hours for each task, all proposed overhead costs
for the Administrator and all other projected costs. If the Administrator is a public
agency, the costs may be shown as a percentage of each Full Time Equivalent
(FTE) and the cost therefor, as long as the position (such as 'Analyst I') and the
name of the employee filling that position are indicated, along with the fully burdened
cost of the specified percentage of each FTE. The proposed Annual Workplan shall
contain a list of key milestones for each task.
2. Administrative Tasks. The Workplan shall include a task for providing administrative
support for the TAC including work hours to prepare meeting agendas, to schedule
meetings, attend meetings, prepare minutes and correspondence, and carry out the
direction of the TAC and all Committees and Subcommittees. The Workplan shall
also include a separate task for providing administrative support to the Commission
including work hours to prepare agendas, attend Commission meetings, prepare
minutes, and carry out the direction of the Commission, its Committees and
Subcommittees.
3.Other Staff Commitments. The proposed Workplan will contain a listing of the other
duties and responsibilities of each assigned employee (other than the work to be
performed as Administrator for the TAC and the Commission) including the work
hours and a general description of the key tasks and projects to be performed. This
will serve as a cross -check (regardless of whether the Administrator is a public
agency or a private firm) to ensure that the time of each employee is not
overcommitted, and that sufficient time exists for each employee to complete all their
assigned tasks.
4. Fiscal Agent and Contracting Agent Costs. The Administrator shall consult with the
Fiscal Agent and with the Contracting Agent (in the event they are separate
PARTIES) and shall incorporate the proposed costs for the services of each into the
proposed Workplan and Budget. Such costs shall be clearly and separately
identified for each function (and identified separately from those of the Administrator)
and shall include the costs for employee time, expenses (such as bank fees),
overhead charges and all other proposed costs.
5.Cost Detail For Comparison. The budget shall be formatted in a clear and concise
manner such that all projected expenditures and revenues are detailed by project
and line item. The proposed Workplan and Budget shall contain sufficient detail
5/6/13 27
TA MEMORANDUM OF AGREEMENT
about proposed work hours and costs such I that a comparison can be made between
the proposed costs for the current Administrator, the current Fiscal Agent and the
current Contracting Agent, and other potential providers of these services.
6. Projected Amount of Fund Transfer From Fiscal Agent to Contracting Agent. In
the event the Fiscal Agent and the Contracting Agent are different PARTIES, the
budget shall include the projected amount of funds to be transferred from the Fiscal
Agent to the Contracting Agent in order to pay for contracts with Outside Contractors
that will be awarded by the Contracting Agent in the upcoming year. Such
projections shall take into account all funds currently held by the Contracting Agent
(if any) and the amount of such funds already encumbered for contracts in progress.
The projection shall be accompanied by a recommendation as to the frequency of
fund transfers from the Fiscal Agent to the Contracting Agent that will be required to
fund contracts awarded by the Contracting Agent for the upcoming year (e.g. annual
one -time transfer of funds, quarterly transfer of funds, or other recommended
timing.)
7.Discussion Concerning Potential Conflicts. Once the initial draft of the proposed
Annual Workplan is prepared, the IC Chair, the Administrator, the Fiscal Agent and
the Contracting Agent shall meet to review and discuss the Workplan and shall work
cooperatively to identify and address any potential conflicts that could arise with
regard to policies of the Administrator, the Fiscal Agent or the Contracting Agent.
Examples include proposed sale of recycling containers or other goods at less than
the purchase price (i.e. subsidized cost of compost bins for the home composting
program); provision of recycling grants, prizes, incentives; and other such items. At
the direction of the IC Chair, the Administrator shall further investigate any potential
conflicts that have been identified, and shall, in consultation with the Fiscal Agent
and the Contracting Agent, research and propose solutions for each. If solutions
cannot be found, the issue may be presented to the IC for further consideration
and /or the IC Chair may direct the Administrator to revise the Workplan and Budget
to remove the items creating the potential conflict. In this event the IC Chair will
inform the IC of such action when the Annual Workplan and Budget are considered
for approval.
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TAC MEMORANDUM OF AGREEMENT
ATTACHMENT 4
CODE OF ETHICAL CONDUCT
1. Members shall strive to conduct all meetings, discussions and deliberations in
a spirit of collaboration and partnership. Members shall treat all persons with
respect and courtesy. In the course of discussions, members shall make their
arguments on the merits of the issue rather than engaging in personal
remarks or attacks on persons holding positions other than their own.
2. All members shall remain aware that the activities of the TAC are funded by
fees raised from the public; and that the TAC is recommending expenditures
of public funds. Members shall act prudently and in the best interest of the
public when making fiscal and policy decisions.
3. Members shall voluntarily recuse themselves from all discussions and votes,
and shall refrain from expressing any opinion to other members on issues
where any one of the following apply:
a. The member holds a financial interest such that the member could
financially benefit from the action or issue being considered.
b. The member is an owner or investor of a business the TAC is
considering doing business with.
c. The member owns land that is being considered for purchase or lease
by the TAC or by any program funded by the TAC.
d. A charity, community group or non - governmental organization to which
the member belongs or contributes funds would receive funds from the
TAC for projects or services.
e. A person in the member's family could benefit financially from the
action or issue being considered. Family includes the members'
spouse, children, step - children, grandchildren and step - grandchildren,
as well as siblings and parents of the member and the member's
spouse.
4. A member recusing themselves shall mean (a) announcing the member has a
conflict of interest when the item is opened for discussion, (b) leaving the
meeting room before discussion on the matter commences, and (c) not
returning to the room until after discussion and any vote on the matter is
concluded.
5. Members shall periodically conduct a self- assessment and inventory of any
potential conflicts of interest they may have and, if the member is unsure
whether or not a conflict exists, the member shall discuss the issue with the
TAC Chair, the Administrator, TAC Legal Counsel or legal counsel for the
member's own agency.
6. In the event a member fails to recuse him or her self during discussion of an
issue where the member appears to have a conflict of interest, the Chair of
the meeting shall ask the member to recuse him or her self and shall halt
discussion about the issue until the member has left the room.
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TAC MEMORANDUM OF AGREEMENT
7. Members shall not engage in financial transactions using nonpublic
information nor allow the improper use of such information to further any
personal or private interest.
8. Members shall not solicit or accept any gift or other item of monetary value
from any person or entity seeking official action from, doing business with, or
conducting activities regulated by the TAC, or whose interests may be
substantially affected by actions of the TAC. Gifts do not include coffee, tea,
donuts, discounts available to the general public, greeting cards or plaques of
minor intrinsic value. It is appropriate and prudent for members to decline
even items of minor intrinsic value from sources described in this section.
9. Members shall not knowingly make unauthorized commitments or promises of
any kind purporting to bind the TAC to take any type of action or to approve
any contract, program or other commitment.
10. Members shall not use their membership on the TAC for private gain.
11. Members shall always act impartially and objectively and not give preferential
treatment to any organization or individual.
12. Members shall not seek or accept any contract to provide services to the TAC
for a period of at least six (6) months after termination of their membership on
the TAC.
13. Members shall adhere to, and be vigilant that the TAC adheres to, all
applicable state, federal and local laws and regulations.
14.All members shall participate in a TAC- sponsored Ethics Training biennially.
15. Members shall endeavor to avoid any actions or statements that violate, or
that create the appearance that they are violating, the law or any ethical
standards set forth in this Attachment.
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TAC MEMORANDUM OF AGREEMENT
ATTACHMENT 5
PROCEDURES FOR TRANSFER OF COUNTY -WIDE FUNDS FROM FISCAL
AGENT TO CONTRACTING AGENT
The following procedures shall be used in the event the Fiscal Agent and the Contracting
Agent are different PARTIES.
1. As part of its review and approval of the Annual Workplan and Budget, the IC shall
establish the amount of funds and the schedule for transfer of funds from the Fiscal Agent
to the Contracting Agent for the upcoming fiscal year.
2. Upon approval of the Annual Workplan and Budget by the Commission, the IC may take
appropriate actions consistent with the Annual Workplan and Budget, including but not
limited to, the following:
A. Direct the Fiscal Agent to transfer specific amount(s) of County -wide Funds to the
Contracting Agent on a specified schedule. The schedule may call for annual,
quarterly, or more frequent transfers, as needed for the fiscal year.
B. Adjust the timing and /or the amount(s) of funds to be transferred by the Fiscal
Agent to the Contracting agent if circumstances change during the year, or if there
are other reasons to do so.
C. In the event the IC directs a change in the scope of work for an existing Outside
Contractor that will increase the cost of the work, the IC may direct the Fiscal Agent
to transfer additional funds to the Contracting Agent to pay for the amended scope of
work.
3. In the event the Fiscal Agent is also serving as the Administrator, the IC shall direct the
Fiscal Agent to transfer funds to the Contracting Agent for payment of the Administrator.
The Contracting Agent shall pay the Administrator pursuant to the contract executed
between the Contracting Agent and the Administrator.
4. If a single PARTY is serving as the Fiscal Agent and the Contracting Agent, the IC
may direct that PARTY to retain a specified amount of County -wide Funds to pay the
PARTY for performing the services of Fiscal Agent and Contracting Agent.
5. In the event a single PARTY is serving as the Fiscal Agent, the Administrator and
the Contracting Agent, the IC will direct the PARTY to implement the Annual
Workplan and Budget as approved by the IC and the Commission. This includes
paying the costs specified in the approved Budget for the PARTY performing the
duties of the Administrator, the Fiscal Agent and the Contracting Agent, as well as
carrying out the duties of each.
6. If the Contracting Agent is, at any time, running out of funds or projects a shortfall
in funds due to changed conditions or circumstances, the Contracting Agent shall
immediately inform the IC and the Fiscal Agent and proceed according to the
directions of the IC.
7. When making transfers of funds to the Contracting Agent, the Fiscal Agent shall
make the required arrangements for an electronic transfer of funds or for preparation
of a check made payable to the Contracting Agent.
8. If the Contracting Agent does not receive funds from the Fiscal Agent pursuant to
the schedule directed by the IC, the Contracting Agent shall promptly inform the
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TAC MEMORANDUM OF AGREEMENT
Fiscal Agent and the Fiscal Agent shall promptly arrange for the funds to be
transferred.
9. At the end of the fiscal year the IC will review the Year End Contract Status
Report from the Contracting Agent, the Year -End Budget Report from the Fiscal
Agent, and the Year -End Report from the Administrator. The IC may direct the
Contracting Agent to transfer unspent, unencumbered funds to the Fiscal Agent or to
retain such funds for use in the following fiscal year. The Contracting Agent will
promptly comply with the directions of the IC.
10. If the IC directs the Contracting Agent to transfer unspent funds to the Fiscal
Agent, the Fiscal Agent shall acknowledge receipt of such funds to the Contracting
Agent and shall note the transfer in the accounting records of the Fiscal Agent
pursuant to generally accepted government accounting procedures.
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