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HomeMy WebLinkAboutSan Gabriel Valley Solid Waste 111000 SOO AGREEMENT SAN GABRIEL VALLEY SOLID WASTE JOINT POWERS AUTHORITY SAN GABRIEL VALLEY SOLID WASTE JOINT POWERS AUTHORITY AGREEMENT AGREEMENT SAN GABRIEL VALLEY SOLID WASTE JOINT POWERS AUTHORITY This Agreement is entered into as of July 1, 1990 by and between the Cities of Alhambra, Arcadia, Bradbury, Covina, La Canada-Flintridge, Monrovia, Montebello, Monterey Park, Rosemead, San Gabriel, San Marino, Sierra Madre, South Pasadena and Temple City, municipal corporations, (individually "City" and collectively "Cities") . RECITALS WHEREAS, each of the Cities are "public agencies" under Title 1, Division 7, Chapter 5, Article 1 of the Government Code of the State of California (commencing with Section 6500) (the "Act") authorized and empowered to contract for the joint exercise of powers common to public agencies; WHEREAS, AB 939, the California Integrated Waste Management Act of 1989 ("AB 939") and relevant amendments thereto, requires each of the Cities to prepare studies to determine the characterization of solid waste generated within the respective jurisdiction of each City and to develop plans for source reduction and recycling for each City; and WHEREAS, Cities intend to jointly exercise their powers to conduct such studies to reach common objectives; 1 s NOW, THEREFORE, in consideration of the mutual promises contained herein, Cities agree as follows: ARTICLE 1 - PURPOSE This Agreement is made pursuant to the Act to create the San Gabriel Valley Solid Waste Joint Powers Authority (the "Authority") a separate public entity for the purpose of enabling Cities to exercise their powers jointly to determine the characterization of solid waste generated within their respective jurisdictions and to develop source reduction and recycling elements in compliance with the requirements of AB 939 . The purpose will be accomplished and the powers of the public entity created by this Agreement will be exercised as set forth in this Agreement. No City shall adopt resolutions or take any action inconsistent with the purpose set forth herein or with any action taken by the public entity created by this Agreement. The Authority shall have no power or responsibility to implement any study or recommendation developed by the Authority, and shall have no power to control the use by any member City of any report or other information developed by the Authority or to determine how any member City implements or utilizes any such report or other information. Subject to the requirements of the Public Records Act, and notwithstanding the above, no City may sell any such information or report, or the means and methods to develop such information or report while the Authority remains in existence without the approval of the Commission of the Authority. This 2 • f Strol provision shall survive with withdrawal of a City from this Agreement. ARTICLE 2 - AUTHORITY AND COMMISSION Section 1. Creation of Authority. There is hereby created a public entity, separate and apart from the parties hereto, to be known as the San Gabriel Valley Solid Waste Joint Powers Authority ("Authority") . Section 2 . Creation of Commission. The Authority shall be governed by a commission known as the San Gabriel Valley Solid Waste Joint Powers Authority Commission ("Commission") . The Commission shall be composed of the City Manager, or, if there is no City Manager in a particular City, the Chief Administrative Officer of that City, (hereinafter referred to as the "City Manager") , each serving in an individual capacity. Each City Manager may designate in writing an alternate to serve in the absence of the City Manager and said alternate shall have all powers of the member while so serving. If the office of City Manager in a City becomes vacant the City Council shall designate a City official to serve on the Commission until a replacement City Manager is named. The term of each member of the Commission shall commence July 1, 1990, and continue until the member no longer serves the City which the member represents. 3 Section 3 . Operation of Commission. A. General . The Commission shall adopt such rules, regulations and bylaws, not inconsistent with this Agreement, as it deems appropriate to provide for the conduct of its meetings and other business, its organization and internal management and the exercise of its powers and the fulfillment of its purpose under this Agreement. Each member of the Commission shall have an equal vote. B. Quorum. Eight (8) members present at a Commission meeting shall constitute a quorum for the transaction of business. Action may be taken only by eight (8) members. C. Ralph Brown Act. All meetings of the Commission, including without limitation, regular, adjourned regular and special meetings shall be caused, noticed, held and conducted in accordance with the Ralph M. Brown Act (commencing with Section 54950 of the California Government Code) . ARTICLE 3 - OFFICERS Section 1. General. The Authority shall act through the following officers: Chairperson, Vice-Chairperson, Treasurer and Controller. The Commission may designate such other officers with such titles and duties as it deems necessary or desirable. In addition to the duties set forth in this Agreement, the officers shall have such additional duties as may from time to time be prescribed by the Commissions. Subject to the restrictions set 4 1000 NINO forth below concerning Treasurer and Controller, any number of offices may be held by one person. Section 2 . Duties and Selection. A. Chairperson. The Chairperson shall be selected by the Commission from among its members and shall preside at and conduct all meetings of the Commission. B. Vice-Chairperson. The Vice-Chairperson shall be selected by the Commission from among its members and shall act as Chairperson in the absence of or inability of the Chairperson to act. C. Treasurer. The Treasurer shall be the Treasurer of the City of San Marino and shall be the depository of and have custody of all the money of the Authority. The Treasurer shall have the following duties: (1) Receive and receipt for all money of the Authority and place it in the Authority' s fund . (2) Be responsible upon his or her official bond for the safekeeping and disbursement of all Authority money so held by him or her. (3) Pay all sums due from the Authority, from Authority money or any portion thereof, only upon warrants of the Controller of the Authority. (4) Verify and report in writing on the first day of July, October, January and April of each year to the Authority 5 viere *411110 and each City the amount of money he or she holds for the Authority, the amount of receipts since the last report and the amount paid out since the last report. D. Controller. The Controller shall be the person employed by the City of San Marino who has the title of controller or auditor. If there is no such person, then the Controller shall be the person who performs for San Marino the duties of an auditor or the functions described below: The Controller shall draw warrants to pay demands against the Authority when the demands have been approved by the Commission or such officers of the Authority as may be authorized to do so by the Commission. E. Secretary. The Secretary shall cause to be kept minutes of all meetings of the Commission, shall cause the minutes to be ratified by the Commission, shall certify and maintain such bylaws of the Authority as may be adopted, shall cause a copy of the ratified minutes to be forwarded to each City and shall perform such other duties as may from time to time be delegated by the Commission. ARTICLE 4 - FISCAL YEAR The fiscal year of the Authority shall be the period from July 1 of each year to and including June 30 of the following year. 6 '4400 *Q00 ARTICLE 5 - EXERCISE OF POWERS Section 1. Powers. The Authority shall have any and all powers authorized by law which are common to each of the parties hereto and which are necessary or appropriate to carry out the purposes of the Authority, including, but not limited to, the following powers: (1) to form and administer nonprofit cor- porations to do any part of what the Authority could do, or to perform any proper corporate function and enter into agreements with any such corporation; (2) to make and enter into contracts; (3) to employ agents, consultants, attorneys and employees; (4) to acquire, hold, encumber, lease and sell or otherwise dispose of real or personal property; (5) to incur debts, liabilities or obligations; (6) to apply for and receive gifts, contributions, grants and donations from persons, firms, corporations and any governmental entities; and (7) to sue and be sued in its own name. Section 2 . Method of Exercise. The Authority shall exercise the foregoing powers in furtherance of the purpose of the Authority. The costs and expenses of operating the Authority and any income generated by the Authority shall be apportioned as set forth in Exhibit A. Section 3 . Liabilities. The debts, liabilities and obligations of the Authority shall be the debts, liabilities and obligations of the Authority alone, and not of the parties to this Agreement. 7 11110# 4400 Section 4 . Indemnification of Member Cities. Provided that a member City has acted in good faith, the Authority shall protect, defend, indemnify and hold such member City harmless from any loss, liability or damage suffered by such member City by reason of litigation or the imposition of administrative civil penalties by the California Integrated Waste Management Board as a result of the member City's adoption of the solid waste generation analysis prepared by Authority, or the source reduction recycling elements prepared by Authority, provided that such indemnification or agreement to hold harmless shall be recoverable only out of Authority assets and not from other member Cities. ARTICLE 6 - DISPOSITION OF ASSETS UPON TERMINATION Upon the termination of this Agreement, all surplus money of the Authority shall be returned to the Cities in proportion to the respective percentages shown in Exhibit A. All real and personal property shall be conveyed or distributed to each City in the same proportion. Each City shall execute any instruments of conveyance necessary to effectuate such distribution or transfer. ARTICLE 7 - ACCOUNTS, REPORTS AND AUDITS Section 1. Strict Accountability. The following subsections are designed to insure strict accountability of all funds of the Authority and to provide for accurate reporting of receipts and disbursements of said funds. 8 Ni ro Section 2 . Audits. The Controller of the Authority shall contract with a certified public accountant to make an annual audit of the accounts and records of the Authority. The minimum requirements of such audit shall be those prescribed by the State Controller for special districts under Section 26909 of the Government Code and shall conform to generally accepted auditing standards. A report of said audit shall be filed as public records with each City and also with the county auditor of Los Angeles County. Such report shall be filed within six (6) months of the end of the fiscal year or years under examination. Any costs of the audit, including contracts with or employment of certified public accountants in making such audit, shall be borne by the Authority and charged against any unencumbered funds of the Authority available for the purpose. By unanimous action of the Commission, the annual audit may be replaced by an audit covering a two-year period. ARTICLE 8 - CONTRIBUTIONS BY THE PARTIES In order to further the purpose set forth in this Agreement each City shall pay Authority its proportionate share of the expenses to operate the Authority. Said proportionate share shall be based on one-half equal distribution among the member Cities and one-half on the population of each member City. If there are any changes in the membership of the Authority, the proportionate share shall be adjusted automatically in accordance with the same formula. Said share shall be shown as Exhibit A. Such payments 9 • shall be made not later than thirty (30) days after receipt of written notice from the Authority that payment is due. The Authority shall not send any such notice until the Commission so directs. ARTICLE 9 - TERM This Agreement and the Authority created hereby shall continue for a term of three (3) years, unless extended or earlier terminated by written consent of all the member Cities, evidenced by certified copies of appropriate actions of their respective governing bodies. ARTICLE 10 - WITHDRAWAL Any City may withdraw from the Authority by giving the other Cities thirty (30) days advance written notice thereof. The withdrawing City shall be responsible for its proportionate share of all expenses incurred by the Authority prior to receipt of notice by the other Cities, less any income generated by the Authority during the time for which the City is responsible to pay its share of the expenses. ARTICLE 11 - NOTICE All notices, statements, demands, consents, approvals, authorizations, agreements, appointments or designations shall be given in writing addressed to the principal office of the Authority. 10 . . ARTICLE 12 - AMENDMENT This Agreement may not be amended or modified except by a written agreement signed by all of the Cities. ARTICLE 13 - SECTION HEADINGS The section and article headings are for convenience only and are not to be construed as modifying or explaining the language in the section referred to. ARTICLE 14 - SEVERABILITY Should any part, term or provision of this Agreement be determined by a court to be illegal or unenforceable, the remaining portions or provisions of this Agreement shall nevertheless be carried into effect. IN WITNESS THEREOF, the parties hereto have caused this Agreement to be executed and attested by their duly authorized officers as of the date first above written. Mayor 4 % 4 ATTEST: 741)\) ' Clerk 11 p EXHIBIT A SAN GABRIEL VALLEY SOLID WASTE JOINT POWERS AUTHORITY COST ALLOCATION 01-01-90 PERCENT PERCENT SHARE CITY POPULATION POPULATION OF COSTS Alhambra 76, 011 14 . 69% 10.92% Arcadia 49,816 9 . 63% 8 . 39% Bradbury 925 0. 18% 3 . 66% Covina 43 ,837 8 . 47% 7 . 81% La Canada-Flintridge 20, 769 4 . 01% 5. 58% Monrovia 34, 876 6. 74% 6. 94% Montebello 59, 336 11. 47% 9 . 31% Monterey Park 65,834 12 . 73% 9 . 93% Rosemead 48, 187 9 . 31% 8 . 23% San Gabriel 35, 681 6. 90% 7 . 01% San Marino 13 , 670 2 . 64% 4 . 89% Sierra Madre 11, 273 2 . 18% 4 . 66% South Pasadena 24, 689 4 . 77% 5. 96% Temple City 32, 420 6. 27% 6.70%