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HomeMy WebLinkAboutNorth County Solid Waste Management Agency; 1992-08-05;0 Document No. D92-149 8/19/92 (8) m JOINT EXERCISE OF POWERS AGREEMENT FOR THE NORTH COUNTY SOLID WASTE MANAGEMENT AGENCY THIS AGREEMENT is made and entered into by and between those certain publi agencies (hereinafter "eligible public agencies" or "members"), which have duly authorize execution, pursuant to resolution or ordinance, a counterpart hereof, as follows: ARTIcLE1. RECITALS 1.01. Joint Exercise of Powers. Each of the parties hereto is a public agency dul authorized and empowered by law to contract for the joint exercise of powers under Articl 1, Chapter 5, Division 7, Title 1 of the Government Code of the State of California @650 et seq.), and the parties hereto further have the independent authority and therefor possess the common power and authorization to provide and conduct functions identifie in the California Integrated Waste Management Act (AE3939, or "the Act"j, including b~ not limited to acquisition, construction, maintenance and operation of facilities and service for recycling, processing, transporting, and handling of solid waste, including solid wast facilities, provision of household hazardous waste programs, compost facilities, and th requisite services for an enforcement agency conducting an enforcement program. ARTICLE 2. CREATION OF AGENCY 2.01. Joint Powers Agency. In consideration of the mutual promises and covenanl contained herein, there is hereby created by agreement of the parties hereto, a Joir 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 i and designated the "North County Solid Waste Management Agency", hereinafter referre to as the "Agency." 1 e 0 2.03. Purpose. The purpose of this Agreement is to take any and all appropriat actions pursuant to the California Integrated Waste Management Act to safely an efficiently handle solid waste in the combined jurisdictions of the eligible public agencie: including acquisition, planning, design, construction and operation of regional c subregional solid waste disposal facilities, promoting recycling, package regulations an similar waste reduction measures, provision of household hazardous waste programs, an providing necessary control services such as local enforcement agency functions under tE Act, for the area of North San Diego County, California. 2.04. Powers. The Agency shall have all powers necessary to carry out the purpos of this Agreement, except the power to tax. The Agency shall have the power, in its ow 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, work 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 financl costs and expenses incidental to the projects of the Agency; h. To apply for and execute appropriate grants or contracts of financial assistancc from state and federal agencies; i. To issue revenue bonds in accordance with the State of California statues mort specifically set forth in Article 5, paragraph 5.01 hereinbelow; j. To exercise the power of eminent domain and condemn any real propee 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 othei powers common to the parties hereto. 2 0 0 To the extent not otherwise herein specifically provided for, the foregoing power shall be exercised by the Agency in the manner and according to the methods provided i the laws applicable to exercise of joint powers by public agencies (Government Code s6501 et seq.) and this Agreement. 2-05. Separate Legal EntiW. The Agency created hereby is a public entity dul formed and existing under the laws of the State of California, and is a legal entity separat and distinct from its member entities, the parties hereto. The debts, duties and obligatior are those of the Agency and not those of its officers, employees, Board of Directors or th member agencies. 2.06. Member Anencies. 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 up0 execution of this agreement and any written addenda, amendment or supplement theret which has been adopted by each eligible public agency. Other public agencies within San Diego County are eligible for membershi1 including the County of San Diego. The Agency may approve membership of other publj agencies at anytime, by a two-thirds (2/3) vote of the Board of Directors at a regul; meeting of the Board and upon such terms and conditions as the Agency may prescribc 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 ( Directors, Agency services will be rendered only to areas within its boundaries. Th 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-thirc (2/3) vote, may from time to time approve and permit ex officio membership in th Agency. Such ex officio members shall not be entitled to vote on Agency matters. An 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, nonvotin member. 3 0 0 ARTICLE 3. ORGANIZATION 3.01. Board of Directors. The powers of the Agency shall be vested in and exercise by and through its governing body, known as the Board of Directors. The Board c Directors shall be composed of one representative from each member agency. Eac member agency shall appoint one regular member and one alternate member to the Boar of Directors and shall notify the Agency in writing of their appointments or any change c representative. The representative shall be either an elected official or an officer c employee of the member agency, and shall serve solely at the pleasure of the governin body of the appointing member agency. All vacancies in the Board shall be filled in th same manner as the original appointment. 3.02. Meetings. The Board shall establish a time, place and date for its regula meetings. Regular meetings may be adjourned from time to time. Special meetings ma be called by the Chairman of the Board or by a majority of the members of the Board. 3.03. Quorum. A majority of the members of the Board of Directors shall constitut a quorum for the transaction of Agency business. 3.04. VI. Except as specifically otherwise provided herein, the vote of majority of the members of the Board of Directors at any regular, adjourned or speck meeting shall be sufficient to pass and act upon any matter properly before the Agencj and each member of the Board shall have one vote. No action can be taken by the Agency Board to establish, incur or increase del: 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 c Directors a chairman, a vice-chairman, who shall act in the absence of the chairman, an if the Agency has no manager as provided for in Section 3.06 hereinbelow, a secretary, an such other officers as the Board may deem necessary. At the first meeting of the agencj and pursuant to Government Code §6505.5, a treasurer shall be selected. The Cit represented by the treasurer shall be the depository and have custody of all money of th Agency from whatever source. Said treasurer shall have the powers and duties as set fort in said §6505.0, and the treasurer's City shall be compensated for said services. Th finance director of the City, designated as treasurer, shall be auditor-controller of th 4 0 0 Agency, and shall draw all warrants and pay demands against the Agency approved by th Agency Board or manager. The treasurer and auditor-controller hereby designated may b changed by consent of all Board members. All officers shall serve for a term of one ye; from the date of their election or until their successors are elected. The chairman and vict chairman are authorized to execute all documents in the name of the Agency, and th secretary is authorized to attest to the same. 3.06. Manager and Other Employees. The Board may employ a manager and suc other employees and assistance as may be appropriate. Should the Board employ c appoint a manager, he shall be the chief administrative officer and shall assume such othr duties and responsibilities as the Board may direct. The manager shall also serve i secretary to the Agency and shall have the power to certify Agency documents, as require 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 an shall be called, noticed, held and conducted in accordance with the provisions of the Ralp M. Brown Act, being sections 54950 et seq. of the California Government Code. 3.08. Rules. The Board may adopt from time to time such rules and regulatior 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 fron a. Revenues from fees and charges for the use of and disposal/processing ( solid waste in any facilities owned and operated by the Agency, or fees an charges from services provided by the Agency; b. Grant funds received from the California Integrated Waste Managemei Board, the Environmental Protection Agency or from any other state, feder or local agencies; and Funds from the sale of revenue bonds issued by the agency. c. 4.02. Limitations on Agency. - The Agency shall have no power to incur ar indebtedness, nor to enter into any contract, which may be a charge payable by ar member hereunder, without the express consent of the governing body of such membe 5 0 0 The Agency shall have no power to borrow money or issue bonds which will be in any wa a charge or lien on any member or any member's property. 4.03. No Liability of Member. No member shall be liable for any indebtedness c the Agency except that which is expressly consented to by its governing body. All person dealing with the Agency shall be hereby notified that no member shall be liable for th debts of the Agency. 4.04. Subsequent Members. If determined by the Agency Board to be appropriat under the circumstances, members who join the Agency after money, property, or service shall have been contributed by existing members, may be required to reimburse the agenc the amount or value existing members have contributed which would be in excess of it chargeable share hereunder, including administrative and financing costs, had the ne1 member been a member from the effective date of this Agreement. The Agency calculation under this section shall be conclusive, and any reimbursement require hereunder shall be a condition to membership. 4.05. No Power to Tax. The Agency shall have no power to raise money by taxatio or assessment. 4.06. Fiscal Year. The fiscal year of the Agency shall be from July 1 to June 3( following. 4.07. Accounting Procedures. Full books and accounts shall be maintained for th Agency in accordance with practices established by or consistent with those utilized by th Controller of the State of California for like public agencies (see Government Cod 526909). In particular, the controller and treasurer of the Agency shall comply strict1 with the requirements of the statutes governing joint powers agencies as set forth in Articl 1, Chapter 5, Division 7, Title 1 of the Government Code (§§6500 et seq.). 4.08. Audit. The auditor or controller of the Agency shall cause the accounts an records of the Agency to be audited annually in accordance with the provisions c California Government Code 56506, and copies of such audit report shall be filed with th San Diego County Auditor and each member of the Agency within six (6) months of th end of the fiscal year under examination. 6 0 e 4.09. Official Bonds. The manager and such other employees or agents as the Boar may direct shall file an official bond in the amount determined by the Board. The cost ( 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 an 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 86540; b. Chapter 6, Division 2, Title 5 of the California Government Code, commencin with 554300; c. Chapter 5, Division 5 of the California Health and Safety Code, commencing wit 84950; and d. Any other then-applicable law regarding or permitting the issuance of revenu bonds by a joint powers agency. ARTICLE 6. PROPERTY RIGHTS 6.01. Anencv Facilities. All facilities, assets and property acquired or constructec by the Agency shall be held in the name of the Agency for the benefit of its members i~ accordance with the terms of the Agreement. 6.02. Transfer of Facilities Upon Dissolution. Upon termination of this Agreemen 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 Sa1 Diego or to such other successor entity as may be created hereafter by the members of thc Agency, to own and operate the regional solid waste landfill facility contemplated by thc Agreement for the benefit of all lands and inhabitants within the boundaries of the Agency ARTICLE 7. MISCELLANEOUS PROVISIONS 7 e e 7.01. Effective Date. This Agreement shall become effective and the Agency sha be created when the governing bodies of all the eligible agencies listed in paragraph 2.0 hereinabove shall have authorized execution of this Agreement. 7.02. Withdrawal from Agency. A member agency may withdraw from the Agenc upon the approval of its legislative or governing body, provided the agency’s proportional share of the outstanding revenue bond debt incurred by the Agency for the acquisition ( construction of facilities and equipment has been fully amortized and returned or such del is refinanced by the Agency or assumed by another member agency. In addition, tE withdrawing agency must pay their proportionate share of the Agency operations an maintenance cost owing, if any, for the fiscal year in which the withdrawal takes place, i accordance with rules, procedures and regulations established by the Agency Board. 7.03. Termination. This Agreement may be terminated and the Agency dissolve by a two-thirds (2/3) vote of the Board of Directors, ratified by two-thirds (2/3) of tf member agencies; provided, however, that there shall be no termination and dissolutic until any and all revenue bond debt incurred by the Agency for the construction ( acquisition of facilities has been fully amortized and returned or such debt is refinanced t another successor entity. 7.04. Insurance for Tort Liability. Throughout the term of this Agreement tf Agency shall maintain in force a comprehensive general and automobile liability insuranc policy or policies, with minimum coverage of $1 million, insuring the Agency, its employec and agents, from any loss, liability or claims arising out of or in any way connected wi1 this Agreement or the operation of the Agency. In addition, in contemplation of tk provisions of the Government Code 5895.2, imposing certain tort liability upon pub1 entities which are parties to a joint powers agreement, such policies shall also name a parties to this Agreement as additional insureds, with such insurance coverage to I construed as primary insurance, and shall further provide that thirty (30) days writtc notice be given to all additional insureds of cancellation or nonrenewal of said policies If a dispute arises as to the construction, interpretation ( implementation of any provision of this Agreement, the issues in dispute or mattc requiring action shall be submitted to binding arbitration. For such purpose, an agrec 7.05. Arbitration. 8 1 a e arbitrator shall be selected by all members of the Board, or in the absence of such a agreement, The Board by majority vote shall select an arbitrator and the member c members in dissent shall select another arbitrator and the two arbitrators so selected sha select a third arbitrator. The arbitrator or the three arbitrators acting as a panel, as th case may be, shall proceed to arbitrate the matter in accordance with the provisions of Tit1 9, Part 3, of the California Code of Civil Procedure. 7.06. Notices. All notices, statements, demands, requests, consents, approval authorizations, agreements, appointments or designations hereunder shall be given i 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, covenant or conditions of this Agreement, or of the application thereof to any member agency c circumstance, shall to any extent be adjudged invalid, unenforceable, void or voidable fa any reason whatsoever by a court competent jurisdiction, each and all of the remainin terms, provisions, promises, covenants and conditions of this Agreement shall not b 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 Agreemen and each term, provision, promise, covenant and condition thereof, irrespective of the fac that one or more terms, provisions, promises, covenants, or conditions, or the applicatioi thereof to any member agency or circumstance, be held invalid, unenforceable, void o voidable. 7.08. Amendment. This Agreement may not be amended without the consent of a1 existing member of the Agency at the time of amendment. 7.09. Successors. This Agreement shall be binding upon and shall inure to thi benefit of the successors of the parties hereto. 7.10. Assiment. - The parties hereto shall not assign any rights or obligation 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 tc carry out the intent of this Agreement. 9 c e 0 7.12. Caption. Caption of the articles, sections and paragraphs of this Agreemer are for convenience and reference only and are not intended to define or limit the scop of any provisions contained herein. IN WITNESS WHEREOF, the parties hereto, by and through their respective dul authorized representatives, have executed this Joint Exercise of Powers Agreement for th Solid Waste Landfill Control Agency on the date so indicated. APPROVED AS TO FORM: R”a I CITY OF OCEANSIDE L Dated: PI2 +/ qdi r 10 d State of California County of San Diego lvia M. Pasek, Notary Public, sl/ ,e4 <- / - personalwknown to me (or proved to me on the basis of staisfactory evidence) to be the person (s) whose name (s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity (ies) , and that by his/her/their signature (s) on the instrument the person(s) , or the entity upon behalf of which the person (s) acted, executed the instrument. WITNESS my hand and official seal. :i i gna t ure fl /