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HomeMy WebLinkAbout1992-08-04; City Council; Resolution 92-250I( a W I 1 2 3 4 5 6 7 a 9 10 11 12 13 14 15 16 17 19 l8 ~ 20 21 22 23 24 25 26 27 28 ~ RESOLUTION NO. 92-250 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARISBAD, CALIFORNIA, APPROVING AND AUTHORIZING EXECUTION OFA JOINT EXERCISE OF POWERS AGREEMENT FOR THE NORTH COUNTY SOLID WASE MANAGEMENT AGENCY. WHEREAS, the City of Carlsbad seeks innovative and progressive approaches to solid waste management; and WHEREAS, a joint powers authority with other cities would most effectively be able to address solid waste management alternatives; WHEREAS, the cities of Escondido and Oceanside are desirous of forming a joint powers authority with the City of Carlsbad for this purpose; NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Carlsbad as follows: 1. The above recitations are true and correct. 2. That the Joint Exercise of Powers Agreement as attached hereto as Exhibit A is hereby approved. 3. That the Mayor is hereby authorized to execute the Joint Exercise of Powers Agreement on behalf of the City. 1 I ~ I I/ / / / / / ~ I/ I 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 ‘I I W W PASSED, APPROVED AND ADOPTED by the City Council of the City of Carlsbad at its regular meeting held on the 4th day of AUGUST , 1992, by the following vote, to wit: AYES: Council Members Lewis, Kulchin, Stanton, Nygaard NOES: None ABSENT: Council Member Larson CLAUDE A. LEWIS, Mayor ATTEST: ALETHA L. RAUTENKRANZ, City Clerk (SEAL) W w ' JOINT EXERCISE OF POWERS AGREEMENT FOR THE NOKI'H COUNTY SOLID WASTE MANAGEMENT AGENCY THIS AGREEMENT is made and entered into by and between those certain public agencies (hereinafter "eligible public agencies" or "members"), which have duly authorized execution, pursuant to resolution or ordinance, a counterpart hereof, as follows: MTICLE 1. RECITALS 1.01. Joint Exercise of Powers. Each of the parties hereto is a public agency duly authorized and empowered by law to contract for the joint exercise of powers under Article 1, Chapter 5, Division 7, Title 1 of the Government Code of the State of California 556.500 et seq.), and the parties hereto further have the independent authority and therefore possess the common power and authorization to provide and conduct functions identified in the California Integrated Waste Management Act (AB939, or "the Act"), including but not limited to acquisition, construction, maintenance and operation of facilities and services for recycling, processing, transporting, and handling of solid waste, including solid waste facilities, provision of household hazardous waste programs, compost facilities, and the requisite services for an enforcement agency conducting an enforcement program. i ARTICLE 2. CREATION OF AGENCY v 2.01. Joint Powers AEency. In consideration of the mutual promises and covenants contained herein, there is hereby created by agreement of the parties hereto, a Joint Powers Agency, with the powers and authority as hereinafter set forth. 2.02. Name of Agency. The Joint Powers Agency created hereby shall be known as and designated the "North County Solid Waste Management Agency", hereinafter referred to as the "Agency." 1 i w W 2.03. Purpose. The purpose of this Agreement is to take any and all appropriate actions pursuant to the California Integrated Waste Management Act to safely and efficiently handle solid waste in the combined jurisdictions of the eligible public agencies, including acquisition, planning, design, construction and operation of regional or subregional solid waste disposal facilities, promoting recycling, package regulations and similar waste reduction measures, provision of household hazardous waste programs, and providing necessary control services such as local enforcement agency functions under the Act, for the area of North San Diego County, California. 2.04. Powers. The Agency shall have all powers necessary to carry out the purpose of this Agreement, except the power to tax. The Agency shall have the power, in its own name, to do any and all of the following: a. To make and enter into contracts; b. To employ agents and employees and to contract for professional services; c. To acquire, convey, construct, manage, maintain and operate buildings, works and improvements; d. To acquire, hold and convey real and personal property; e. To sue and be sued in its own name; f. To incur debts, liabilities and obligations; g. To issue bonds, notes, warrants and other evidences of indebtedness to finance i costs and expenses incidental to the projects of the Agency; h. To apply for [and execute appropriate grants or contracts of financial assistance from state and federal agencies; i. To issue revenue bonds in accordance with the State of California statues more specifically set forth in Article 5, paragraph 5.01 hereinbelow; j. To exercise the power of eminent domain and condemn any real property necessary to carry out the objects or purposes of the Agency; and k. To the extent not herein specifically provided for, to exercise any and all other powers common to the parties hereto. 2 W L To the extent not otherwise herein specifically provided for, the foregoing powers shall be exercised by the Agency in the manner and according to the methods provided in the laws applicable to exercise of joint powers by public agencies (Government Code 86500 et seq.) and this Agreement. 2.05. Separate LkEal 'Entity. The Agency created hereby is a public entity duly formed and existing und,er the laws of the State of California, and is a legal entity separate and distinct from its member entities, the parties hereto. The debts, duties and obligations are those of the Agency and not those of its officers, employees, Board of Directors or the member agencies. 2.06. Member AEencies. The members of the Agency at its inception include: a. The City of Carlsbad b. The City of Escondido c. The City of 'Oceanside The above agencies shall become a party hereto and a member of the Agency upon execution of this agreement and any written addenda, amendment or supplement thereto which has been adopted by each eligible public agency. Other public agencies within San Diego County are eligible for membership, including the County of San Diego. The Agency may approve membership of other public agencies at anytime, by a two-thirds (2/3) vote of the Board of Directors at a regular meeting of the Board and upon such terms and conditions as the Agency may prescribe. Membership of the Agency shall be limited to public agencies within San Diego County. 2.07. Service to Adjacent Territory. Unless otherwise determined by the Board of Directors, Agency services will be rendered only to areas within its boundaries. The boundary is intended to encompass the entire area of San Diego County. 2.08. Ex Officio Members. The Board of Directors of the Agency, by a two-thirds (2/3) vote, may from time to time approve and permit ex officio membership in the Agency. Such ex officio members shall not be entitled to vote on Agency matters. Any . references here to a "member" of the Agency, shall; unless specifically designated otherwise, refer only to a regular voting member of the Agency, and not to an ex officio, nonvoting m.ember. 3 W w ARTICLE 3. ORGANIZATION 3.01. Board of Directors. The powers of the Agency shall be vested in and exercised by and through its goveming body, known as the Board of Directors. The Board of Directors shall be composed of one representative from each member agency. Each member agency shall appoint one regular member and one alternate member to the Board of Directors and shall notify the Agency in writing of their appointments or any change of representative. The representative shall be either an elected official or an officer or employee of the member agency, and shall serve solely at the pleasure of the governing body of the appointing member agency. All vacancies in the Board shall be filled in the same manner as the original appointment. 3.02. Meetine. The Board shall establish a time, place and date for its regular meetings. Regular meetings may be adjourned from time to time. Special meetings may be called by the Chairman of the Board or by a majority of the members of the Board. 3.03. m. A majority of the members of the Board of Directors shall constitute a quorum for the transaction of Agency business. 3.04. Voting. Except as specifically .. otherwise provided herein, the vote of a majority of the members of the Board of Directors at any regular, adjourned or special meeting shall be sufficient to pass and act upon any matter properly before the Agency, and each member of the Board shall have one vote. No action can be taken by the Agency Board to establish, incur or increase debt financing of the Agency without a two-thirds (2/3) vote of the Agency Board. 3.05. Officers. There shall be selected from the membership of the Board of Directors a chairman, a vice-chairman, who shall act in the absence of the chairman, and if the Agency has no manager as provided for in Section 3.06 hereinbelow, a secretary, and such other officers as the Board may deem necessary. At the first meeting of the agency, and pursuant to Government Code 56505.5, a treasurer shall be selected. The City represented by the treasprer shall be the depository and have custody of all money of the Agency from whatever source. Said treasurer shall have the powers and duties as set forth in said §6505.0, and the treasurer's City shall be compensated for said services. 'I'he finance director of the City, designated as, treasurer, shall be auditor-controller of the 4 W w Agency, and shall draw all warrants and pay demands against the Agency approved by the Agency Board or manager. The treasurer and auditor-controller hereby designated may be changed by consent of all Board members. All officers shall serve for a term of one year from the date of their election or until their successors are elected. The chairman and vice- chairman are authorized to execute all documents in the name of the Agency, and the secretary is authorized to attest to the same. 3.06. ManaRer and Other Emplovees. The Board may employ a manager and such other employees and assistance as may be appropriate. Should the Board employ or appoint a manager, he shall be the chief administrative officer and shall assume such other duties and responsibilities as the Board may direct. The manager shall also serve as secretary to the Agency and shall have the power to certify Agency documents, as required by law. The manager and all other employees shall serve at the pleasure of the Board. 3.07. Public Meetings. All meetings of the Board shall be open to the public and shall be called, noticed, held and conducted in accordance with the provisions of the Ralph M. Brown Act, being sections 54950 et seq. of the California Government Code. 3.08. Rules. TGe Board may adopt from time to time such rules and regulations for the conduct of its affairs as may be required. ARTICLE 4. FINANCIAL PROVISIONS 4.01; Cost of Operation. All costs of operation of the Agency shall be derived from: a. Revenues from fees and charges for the use of and disposal/processing of solid waste in any facilities owned and operated by the Agency, or fees and charges from services provided by the Agency; b. Grant funds received from the California Integrated Waste Management Board, the Environmental Protection Agency or from any other state, federal or local agencies; and c. Funds from the sale of revenue bonds issued by the agency. 4.02. Limitations on AEency. The Agency shall have no power to incur any indebtedness, nor to enter into any contract, which may be a charge payable by any member hereunder, without the express consent of the governing body of such member. 5 m W i The Agency shall have no power to borrow money or issue bonds which will be in any way a charge or lien on any member or any member's property. I 4.03. No Liability of Member. No member shall be liable for any indebtedness of the Agency except that wkch is expressly consented to by its governing body. All persons dealing with the Agency shall be hereby notified that no member shall be liable for the debts of the Agency. 4.04. Subsequent Members. If determined by the Agency Board to be appropriate under the circumstances, members who join the Agency after money, property, or services shall have been contributed by existing members, may be required to reimburse the agency the amount or value existing members have contributed which would be in excess of its chargeable share hereunder, including administrative and financing costs, had the new member been a member from the effective date of this Agreement. The Agency's calculation under this section shall be conclusive, and any reimbursement required hereunder shall be a condition to membership. 4.05. No Power to Tax. The Agency shall have no power to raise money by taxation or assessment. 4.06. Fiscal Year. The fiscal year of the Agency shall be from July 1 to June 30, following. 4.07. Accounting Procedures. Full books and accounts shall be maintained for the Agency in accordance with practices established by or consistent with those utilized by the Controller of the State of California for like public agencies (see Government Code 826909). In particular, the controller and treasurer of the Agency shall comply strictly with the requirements of the statutes governing joint powers agencies as set forth in Article 1, ,Chapter 5, Division 7, Title 1 of the Government Code (556500 et seq.). 4.08. Audit. The auditor or controller of the Agency shall cause the accounts and records of the Agency to be audited annually in accordance with the provisions of California Government Code 86506, and copies of such audit report shall be filed with the San Diego County Auditor and each member of the Agency within six (6) months of the end of the fiscal year under examination. 6 w W 4.09. Official Bonds. The manager and such other employees or agents as the Board may direct shall file an official bond in the amount determined by the Board. The cost of said bond(s) shall be borne by the Agency. ARTICLE 5, BOND FINANCING 5.01. Revenue Bonds. The agency shall have the power and authority to issue and sell revenue bonds in accordance with the procedures and requirements set forth in a. Article 2, Chapter 5, Division 7, Title 1 of the California Government Code, commencing with 56540; b. Chapter 6, Division 2, Title 5 of the California Government Code, commencing with 554300; c. Chapter 5, Division 5 of the California Health and Safety Code, commencing with 54950; and d. Any other then-applicable law regarding or permitting the issuance of revenue bonds by a joint powers agency. ARTICLE 6. PROPERTY RIGHTS 6.01. Agency Facilities. All facilities, assets and property acquired or constructed by the Agency shall be held in the name of the Agency for the benefit of its members in accordance with the terms of the Agreement. ,6.02. Transfer of Facilities Upon Dissolution. Upon termination of this Agreement and dissolution of the Agency as hereinafter provided for in paragraph 7.03, the facilities, assets and property of the Agency shall be transferred and conveyed to the County of San Diego or to such other successor entity as may be created hereafter by the members of the Agency, to own.and operate the regional solid waste landfill facility contemplated by the Agreement for the benefit of all lands and inhabitants within the boundaries of the Agency. ARTICLE 7. MISCELLANEOUS PROVISIONS 7 w W 7.01. Effective Date. This Agreement shall become effective and the Agency shall be created when the governing bodies of all the eligible agencies listed in paragraph 2.06 hereinabove shall have authorized execution of this Agreement. 7.02. Withdrawal from Azency. A member agency may withdraw from the Agency upon the approval of its legislative or governing body, provided the agency's proportionate share of the outstanding revenue bond debt incurred by the Agency for the acquisition or construction of facilities and equipment has been fully amortized and returned or such debt is refinanced by the Agency or assumed by another member agency. In addition, the withdrawing agency mht pay their proportionate share of the Agency operations and maintenance cost owing, if any, for the fiscal year in which the withdrawal takes place, in accordance with rules, procedures and regulations established by the Agency Board. 7.03. Termination. This Agreement may be terminated and the Agency dissolved by a two-thirds (2/3) vote of the Board of Directors, ratified by two-thirds (2/3) of the member agencies; 'provided, however, that there shall be no termination and dissolution ulntil any and all revenue bond debt incurred by the Agency for the construction or acquisition of facilities has been fully amortized and returned or such debt is refinanced by another successor entity. 7.04. Insurance for Tort Liability. Throughout the term of this Agreement the Agency shall maintain in force a comprehensive general and automobile liability insurance policy or policies, with minimum coverage of $1 million, insuring the Agency, its employees and agents, from any loss, liability or claims arising out of or in any way connected with this Agreement or the operation of the Agency. In addition, in contemplation of the provisions of the Government Code 5895.2, imposing certain tort liability upon public entities which are parties to a joint'powers agreement, such policies shall also name all parties to this Agreement as additional insureds? with such insurance coverage to be construed as primary insurance, and shall further provide that thirty (30) days written notice be given to all additional insureds of cancellation or nonrenewal of said policies. 7.05. Arbitration. If a dispute arises as to the construction, interpretation or implementation of any provision of this Agreement, the issues in dispute or matter requiring action shall'be submitted to binding arbitration. For such purpose, an agreed 8 w W arbitrator shall be selected by all members of the Board, or in the absence of such an agreement, 'The Board by majority vote shall select an arbitrator and the member or members' in dissent shall select another arbitrator and the two arbitrators so selected shall select a third arbitrator. The arbitrator or the three arbitrators acting as a panel, as the case may be, shall proceed to arbitrate the matter in accordance with the provisions of Title 9, Part 3, of the California Code of Civil Procedure. 7.06. Notices. AI1 notices, statements, demands, requests, consents, approvals, authorizations, agreements, appointments or designations hereunder shall be given in writing and addressed to the principal office of each member of the Agency. 7.07. Severability. If any one or more of the terms, provisions, promises, covenants or conditions of this Agreement, or of the application thereof to any member agency or circumstance, shall to any extent be adjudged invalid, unenforceable, void or voidable for any reason whatsoever by a court competent jurisdiction, each and all of the remaining terms, provisions, promises, covenants and conditions of this Agreement shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law. !Each of the parties hereto hereby declares that it would have entered into this Agreement, and each term, provision, promise, covenant and condition thereof, irrespective of the fact .that one or more terms, provisions, promises, covenants, or conditions, or the application ,thereof to any member agency or circumstance, be held invalid, unenforceable, void or voidable. 7.08. Amendment. This Agreement may not be amended without the consent of all existing member of the Agency at the time of amendment. 7.09. Successors. This Agreement shall be binding upon and shall inure to the benefit of the successors of the parties hereto. ! 7.10. Assignment. The parties hereto shall not assign any rights or obligations under this Agreement without the written consent of all other parties. 7.11. Additional Documents. The parties hereto agree upon request to execute, acknowledge and deliver all additional papers and documents necessary or desirable, to carly out the intent of this Agreement. 9 rn w 7.12. Caption. Caption of the articles, sections and paragraphs of this Agreement are for convenience and reference only and are not intended to define or limit the scope of any provisions contained herein. IN WITNESS WHEREOF, the parties hereto, by and through their respective duly authorized representatives, have executed this Joint Exercise of Powers Agreement for the Solid Waste Landfill Control Agency on the date so indicated. ASPROVED AS TO FORM: p(l /r ./p: & :&f"-flD. b-ga !. &?l[/,.> F77r )" ./ 1.- yL-y q jy(;.t/ City Attorney w9- A.TTEST: Dated: City Clerk CITY OF ESCONDIDO i City Attorney ATTEST: Dated: City Clerk CITY OF OCEANSIDE City Attorney ATTEST: Dated: City Clerk i 10