HomeMy WebLinkAbout1994-05-17; City Council; 12715; San Diego Solid Waste Management Authority JPAu cd
48 # 12; 31’5
MTG. 5/17/94
DEPT. CM
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TITLE: CONSIDERATION OF APPROVAL OF
SAN DIEGO SOLID WASTE MANAGEMENT
AUTHORITY JOINT POWERS AGREEMENT
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DEPT. HD.
CITY ATTY GB
CITY MGR.
3ECOMMENDED ACTION:
Review document but take no action at this time.
lTEM EXPLANATION:
Attached is the final version of the proposed Joint Powers Agreement. This agreement
would create the San Diego Solid Waste Management Authority which would become solely responsible for operating the existing County Solid Waste Disposal System. The agreement is the product of extensive work by the Interim Solid Waste Commission and members of
your Subcommittee on solid waste, Mayor Lewis and Council Member Nygaard. It should
be clearly understood that the intent of this document is that the agency would be created
when any two parties sign the agreement and that the agency would take over all assets and
liabilities of the current County Disposal System. To make it clear which assets and
liabilities are being taken on, the agreement lists four exhibits which detail the assets of the
system, pending litigation, a list of active and inactive landfill sites and a list of current
contracts of the system. The proposed JPA would have significant and wide-ranging authority to manage solid waste disposal for the participating parties. By signing this
agreement an agency would be taking on a major responsibility for managing the disposal
of solid waste which would demand a considerable amount of time from official
representatives as well as City staff support for those representatives. The Interim
Commission is asking all agencies to take action on the JPA prior to May 31, 1994.
AU cities considering joining the JPA have a difficult decision to make. It is relatively easy
to join but may be very difficult to withdraw. Although the agreement provides an absolute
ability to withdraw, the conditions to withdraw may be onerous. Prior to making a
commitment to joining the agency, the City would need to know the costs and capabilities
of the system both on a short-term and a long-term basis. The short-term costs are being
identified by means of a proposed two-year budget for the system. The long-term costs and
capabilities of the system are yet undefined and will be dependent on the decisions made
regarding future capital expenditures and the viability and long-term use of the NCRRA
facility. Needless to say, there are still unanswered questions about the long-term costs and future of the system. However, cities will be able to make and control those decisions as members of the JPA.
The current County system is facing the same phenomenon that a number of systems
throughout the United States are facing: A declining tonnage of trash being disposed and
the need to raise rates in order to cover fixed costs. Such a situation can create a death
spiral that continues to drive costs of disposal up and therefore creates an increasing
incentive to divert trash from the system, further aggravating the situation. The County has long had a policy of discouraging private sector disposal alternatives in this County. The
County system has not been subject to the discipline of the market place. A private sector
market place for disposal of trash is continuing to develop and will likely be accelerated by
the proposed price increases in the County system. In order to remain competitive in this
evolving market the County system needs to become more efficient and cost conscious when
developing a strategy and before planning for the disposal of solid waste. The County system must recognize the realities of the market place and not be driven solely by political needs. The JPA will provide opportunities for cities to participate in the policy making and
management of the Solid Waste Disposal System, however, in order to make the current
system more cost competitive and efficient, difficult decisions will need to be made and a
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great deal of work will be required by all participating agencies. The current County system is both burdened by costly obligations such an NCRRA plant as well as blessed by
significant resources such as existing landfills. The critical issue facing City Council is one
of timing. Is there enough information at this time to fully and fairly evaluate the future
costs and capabilities of the County system versus the need to understand and explore
emerging private sector market place for disposal. Although the JPA will provide the City
with the ability to decide the future of the system, the current system is burdened with
obligations that may be difficult to overcome. In such an environment it does not seem to make sense to make long-term commitments but to keep your options open and develop a short-term disposal strategy until further information is developed about the future costs of the current system and the private sector disposal market place further evolves. The
agreement creates a number of legal obligations on the City. One of the most important is
that you would committing 100% of the City's trash flow to the JPA. The ability of an
agency to commit its trash flow is currently an issue that is before the U.S. Supreme Court.
The legal uncertainties surrounding this issue further complicates the Council's decision making.
The existing Council Policy encourages the creation and operation of a regional cooperative
solid waste disposal system. One of the issues the Council needs to consider in joining or
not joining the proposed systems is the effect on intergovernmental relations in general.
The Council needs to balance this need with the need to protect the interests of the rate
payers to provide an environmentally safe, reliable and cost effective system. By approving
this agreement the Council is becoming a partner in the agency. The Council needs to be
convinced that the partnership would be in the best interest of its members and would
provide a solid waste disposal system that will provide the best deal for the rate payers.
The Council basically has three options at this point:
0 Approve the Joint Exercise of Powers Agreement as written.
0 Reject the Joint Powers Agreement as written.
0 Take no action at this time on the proposed Joint Powers Agreement.
It is the feeling of your Council Subcommittee and a recommendation of staff that the
Council take no action at this time on the proposed agreement. As directed at your meeting
of April 19,1994, City staff, through the North County Solid Waste Management Authority, is continuing negotiations with ECDC/Coast Waste Management to develop a standby agreement with the North County Solid Waste Management Authority. Staff has also
initiated discussions with Coast Waste Management to identify disposal alternatives for the
City of Carlsbad. When additional information is developed the Council will be in a better
position to make long-term decisions about solid waste disposal.
1. Letter from the Chair and Vice-Chair of the Interim Solid Waste Commission dated
May 2, 1994.
2. Executive Summary of the San Diego Solid Waste Management Authority Joint
Powers Agreement.
3. A Resolution of the City Council of the City of Carlsbad approving the San Diego
Solid Waste Management Authority Joint Powers Agreement with a copy of the
agreement of the attached.
EXHIBIT 1
PAM SLATER
CHAIRWOMAN
May2,1994 SUPERVISOR, THIRD DISTRICT SAN DlEGO COUNTY BOARD OF SUPERVISORS
The Honorable Claude "Bud" Lewis
Mayor, City of Carlsbad
1200 Carlsbad Village Drive
Carlsbad, California 92008-1989
Dear Mayor Lewis:
The purpose of this letter is to thank each and every one of you for your continuing efforts as
members of the Interim Solid Waste Commission and to express our deepest gratitude for your
intentions to make every effort to resolve our regional trash disposal needs. We know that this has
been a very time demanding project and our success is due to the long hours and hard work that each
of you has put into this process.
As you know, the Commission has been meeting twice a month for three hours each time, has held
four full-day workshops and has met four weeks running in April. Additionally, the Commission has
organized itself to four active subcommittees which have met both early in the morning and long into
the evening to complete their work. Every elected official has taken his or her job very seriously.
As a result, we have become closer as a region and we are prepared to make recommendations on how
to work together in the future.
What is contained in the document is not perfect, and it is clear that we can not portray it as such.
However, a lot of hard work has gone into bringing forward material which we believe will assist in
managing the solid waste system in the future. Through consensus decision-making we can make the
System work for all of us. To us, the clear winners will be the taxpayers.
Again, the efforts of each Commission member and their Alternate are truly appreciated. Should you
have any specific questions about the JPA document, please feel free to call the Commission's legal
counsel, John Shaw or Betty Mrgudich at 714/564-2606.
At the same time, understand that we are both open to your phone calls and your friendship and
counsel.
Sincerely,
n
(PaM SLATER, Chair
Interim Solid Waste Commission
cc: Alternate Commission Member
Interim Solid Waste Commission
COUNTY ADMINISTRATION CENTER 1Mw) PACIFIC HIGHWAY ROOM 335 SAN DIEGO, CA 92101-2470 (619) 531-5533 TOLL FREE 800-852-7334
Printed on ~PCYC!~~ -i 3
-<XHIBIT 2 05/02/94
SANDIEGOSOLIDWASTEMANAGEn!lENTAUTI3ORITY JOINT POWERS AGREEMENT EXECUTIVESUMMARY
CREATES A SOLID WASTE JOINT POWERS AUTHORITY COMPOSED OF ALL
OF THE SIGNATORY CITIES AND THE COUNTY FOR THE PURPOSE OF
MANAGING THE SOLID WASTE SYSTEM IN THE MOST ENVIRONMENTALLY
SOUND AND ECONOMICAL FASlCjnoN POSSIBLE WITH THE FOLLOWING-
POWERS:
DETERMINES FUTURE FACILITY NEEDS
DETERMINES CAPITAL IMPROVEMENT PLAN AND FINANCING
PLAN
DETERMINES ANNUAL BUDGET AND TIP FEE
DETERMINES WHAT CONTRACTS TO WRITE WITH OTHER ENTITIES
DETERMINES THE APPR0Prn-m METHODOLOGY FOR
DISPOSAL: LANDmL OR OUT-OF-COUNTY DISPOSAL
DEVELOPS BY-LAWS FOR THE ADMINISTRATION AND
MANAGEMENT OF THE SDSWMA
ADDITIONAL KEY COMPONENTS: .
ESTABLISHES A ONE VOTE/ONE ENTITY SYmM WITH A WEIGHTED
VOTE BASED ON POPULATION
COMMISSION MEMBERS SHALL BE A MEMI@R OF THE LEGISLATIVE
BODY OF THE PARTY TO THE AGREEMENT AND WILL BE COMPENSATED
FOR THEIR SERVICE
ALL ASSETS, LIABILITIES AND OBLIGATIONS OF THE SYSTEM WILL BE
TRANSFERRED TO THE SDSWMA OVER A TRANSITION PERIOD
ALL SOLID WASTE IS COMMITTED TO THE SDSWMA (EXCEPT
RECYCLABLES)
LIMITS DEBTS, LIABILITIES, AND OBLIGATIONS OF THE SDSWMA TO THE
SDSWMA ALONE AND NOT TO THE INDIVIDUAL PARTIES
COMMITS SDSWMA TO PROVIDING SOLID WASTE SERVICES FOR THE
PARTIES TO THE AGREEMENT
PROVIDES FOR WITHDRAWAL PROCEDURES FROM THE SDSWMA
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EXHIBIT 3
RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CARLSBAD, CALIFORNIA, AUTHORIZING THE CITY OF
CARLSBAD TO ENTER INTO THE SAN DIEGO SOLID WASTE
MANAGEMENT AUTHORITY JOINT POWERS AGREEMENT
WHEREAS, the County of San Diego and the cities, including the City of Carlsbad,
within San Diego County formed an Interim Solid Waste Commission on May 11,1993, for
the purpose of studying whether a joint powers authority should be formed to more
effectively and comprehensively address the issues of waste management and disposal
throughout the County of San Diego; and
WHEREAS, the Interim Solid Waste Commission on April 28,1994, finalized a draft
joint powers authority agreement which has, as its purpose, regional waste management;
and
WHEREAS, the joint powers authority agreement provides for a regional
governmental authority to exercise powers common to each participating public entity to
site, develop, construct, maintain, operate, lease and/or contract for disposal sites, sanitary
landfills, resource recovery facilities, transfer stations and other facilities and services used
for the collection, transfer, management and disposal of garbage, trash and rubbish
generated within the territorial boundaries of each participating entity; and
WHEREAS, the City Council finds that a regional approach to waste management
will promote the economic efficiency of waste management so as to result in the lowest
costs possible to those using the County waste disposal system; and
WHEREAS, the City Council further finds that this proposed joint powers authority
will enhance the City's efforts to comply with the California Integrated Waste Management
Act of 1989, and the Resource and Conservation and Recovery Act of 1976; and
WHEREAS, the City Council further finds that this regional approach will be to the
mutual advantage of the participating entities to reasonably work together to meet the goals
of the best practical collection, transfer and disposal of waste; compliance with all
environmental laws; and the siting, maintaining and operating of disposal sites;
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NOW, THEREFORE BE IT RESOLVED, by the City Council of the City of Carlsbad,
California, as follows:
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That the above recitations are me and correct.
That the City Council approves and authorizes the City of Carlsbad to enter
into the San Diego Solid Waste Management Authority (SDSWMA).
3. That the Mayor is hereby authorized to execute the counterpart signature
pages appended to the Joint Powers Authority Agreement.
PASSED, APPROVED, AND ADOPTED at a regular meeting of the City Council of the
, 1994, by the City of Carlsbad, California on the day of
following vote, to wit:
AYES:
NOES:
ABSENT:
CLAUDE A. LEWIS, Mayor
A'ITEST:
ALETHA L. RAUTENKRANZ, City Clerk
(SEAL)
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FINAL: 05/02/94
SAN DIEGO SOLID WASTE
MANAGEMENT AUTHORITY
JOINT POWERS AGREEMENT
(SDSWMA)
THIS AGREEMENT is made and entered into by and
among the CITIES OF CARLSBAD, CHULA VISTA,
CORONADO, DEL MAR, EL CAJON, ENCINITAS,
ESCONDIDO, MERIAL BEACH, LA MESA,
LEMON GROVE, NATIONAL CITY, OCEANSIDE,
POWAY, SAN MARCOS, SANTEE, SOLANA
BEACH, VISTA AND THE COUNTY OF SAN
DIEGO, which are local governments in San Diego
County, California (acting through their respective
legislative bodies and collectively referenced herein as
the "PARTIES").
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INDEX
I .
11 .
111 .
IV .
V .
VI .
VII .
VIII .
IX .
X .
XI .
XII .
XIII .
XIV .
PAGE
DEFINITIONS ........................................ 2
FORMATION ........................................ 3
POLICI Es ........................................... 4
PURPOSE ........................................... 4
POWERANDAUTHORITY ............................... 5
BYLAWS ........................................... 7
ORGANIZATION ...................................... 8
CONTRACTINGWITHOTHERENTITIES ..................... 9
MEETINGS .......................................... 9
VOTE ............................................ 10
DEBTS AND OBLJGATIONS OF PARTIES .................... 10
ASSETS AND OBLIGATIONS ............................. 11
1 . Successor In Interest .................................
2 . Accounts and Funds ..................................
3 . Solid Waste System Costs ..............................
4 . Rates. Feesandcharges ...............................
5 . Solid Waste System Services ............................
6 . Audit ...........................................
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11
11
11
11
13
TRANSITION OF COUNTY ASSETS. OBLIGATIONS AND
LIABILITIES ........................................ 13
1 . TransitionSchedule .................................. 13
2 . TransitionCriteria ................................... 14
3 . FailureofConsent ................................... 15
4 . TransitionCooperation ................................ 15
5 . CountyasAgent .................................... 16
6 . CountyServices .................................... 16
FAILURE OF TRANSITION .............................. 17
xv .
XVI .
XVII .
XVIII .
XIX .
xx .
XXI .
XXII .
xxm .
XXIV .
xxv .
XXVI .
XXVII .
xxvm .
XXM .
XXX .
XXXI .
XXXII .
.
PAGE
WASTESTREAMCOMMITMENT ......................... 17
LIMJTATION OF LIABILITY ............................. 18
INDEMNIFICATION OF MEMBER PARTIES ................... 19
IMMUNITY ........................................ 20
WITHDRAWALOFPARTIES ............................. 21
ADDITIONALPARTIES ................................ 24
STAFF ............................................ 24
ACCOUNTING. INVESTMENT. FINANCIAL. PERSONNEL AND
OTHER PROFESSIONAL SERVICES ........................ 24
ACCOUNTAJ3ILITY ................................... 24
DISSOLUTION ..................................... 24
INSURANCE ........................................ 25
BREACH .......................................... 25
SEVERABILITY ...................................... 25
NOTICES .......................................... 26
DUPLICATE ORIGINALS ............................... 26
APPLICABLELAW ................................... 26
COUNTERPARTS .................................... 26
AMENDMENTS ...................................... 26
SAN DIEGO SOLID WASTE MANAGEMEW AUTHORITY
(SDSWMA)
THIS AGREEMENT is made and entered into by and among the CITIES OF
CARLSBAD, CHULA VISTA, CORONADO, DEL MAR, EL CAJON, ENCINITAS,
ESCONDIDO, IMPERIAL BEACH, LA MESA, LEMON GROVE, NATIONAL CITY,
OCEANSIDE, POWAY, SAN MARCOS, SANTEE, SOLANA BEACH, VISTA AND THE
COUNTY OF SAN DIEGO, or any two or more of them, which are local governments in San
Diego County, California (acting through their respective legislative bodies and collectively
referenced herein as the "PARTIES').
WITNESSETH:
WHEREAS, the PARTIES to this Agreement are "public agencies" as this term is
defined in Section 6500 of the Government Code of the State of California;
WHEREAS, pursuant to California Government Code $6500 m. (the "Joint Exercise
of Powers Act"), the PARTIES may jointly exercise any power common to them as contracting
parties;
WHEREAS, each of the PARTIES hereto has the power to site, develop, construct,
maintain, operate, lase andor contract for disposal sites, sanitary landfills, resource recovery
facilities, transfer stations and other facilities and services used for the collection, transfer,
management and disposal of garbage, trash and rubbish generated within the territorial
boundaries of each of the PARTIES;
WHEREAS, each of the PARTE3 must comply with applicable federal, state and local
laws and regulations governing solid waste, such as the California Integrated Waste Management
Act of 1989, as may be amended from time to time (the "Act"); and the Resource Conservation
and Recovery Act of 1976 ("RCRA");
WHEREAS, the PARTIES find that it will be to their mutual advantage and benefit to
reasonably work together to meet the goals of: (i) siting, developing, constructing, maintaining,-'
operating, leasing andor contracting for disposal sites, sanitary landfills, resource recovery
facilities, transfer stations and other facilities and services, (ii) best practical collection, transfer,
management and disposal of garbage, trash and rubbish, and (iii) compliance with applicable
federal, state and local laws and regulations governing solid waste, including but not limited to
the Act;
WHEREAS, the Act requires that each of the PARTIES to prepare a Source Reduction
and Recycling Plan, which includes a landfill siting element;
WHEREAS, it is the desire of the PARTIES to use any power that they have in common
as reasonably necessary and appropriate to aid in the accomplishment of these goals; and
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WHEREAS, the PARTIES desire, by means of this Agreement, to establish a separate I.
agency and procedure to accomplish these goals.
NOW THEREFORE, based upon the mutual promises contained herein, the PARTIES
hereby agree as follows:
I. DEF'INITIONS
For the purposes of this Joint Powers Agreement forming the SAN DIEGO SOLID
WASTE MANAGEMENT AU"ORJTY, the following terms shall have the following
meanings:
1. "Act" shall mean the California Integrated Waste Management Act of 1989,
as may be amended from time to time.
2. "Assets" shall mean the County Solid Waste Enterprise Fund and the active
landfill sites and other real property and personal property of the County Solid Waste Division
existing on the Effective Date hereof, as otherwise listed on Exhibit "A" to this Agreement and
incorporated herein by this reference. :At the election of SDSWMA, the term "Assets" may also
include other items of the County's solid waste system, including but not limited to leases,
easements, licenses, conditional use permits and other documented land use approvals or
restrictions, debt instruments, security instruments, warranties and guarantees, personnel and
labor contracts, hauler agreements, environmental permits and regulatory approvals (such as
federal, state, regional or local air quality permits, NPDES permits, waste discharge permits,
health department permits, EPA documents, State Integrated Waste Management Board
approvals or documents, OSHA Permits, Business Plans and other Health and Safety Plans).
3. "County" shall mean the County of San Diego, California acting by and
through the Board of Supervisors.
4. "Commission" shall mean the governing board of SDSWMA organized in
accordance with the provisions of this Agreement.
5. "Financial Obligations " shall mean the instruments of financial obligation,
including but not limited to loans, guarantees, secured instruments, bonds, mortgages or other
financial obligations becoming due or payable from SDSWMA.
6. "Liabilities" shall mean the lawsuits and other claims listed on Exhibit "B"
to this Agreement, which are incorporated herein by this reference.
7. "Obligations" shall mean the contracts and other obligations listed on
Exhibit "C" to this Agreement, including but not limited to inactive landfill sites, which are
incorporated herein by this reference.
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8. "PARTIES a shall mean the Cities of Carlsbad, Chub Vista, Coronado, Del
Mar, El Cajon, Encinitas, Escondido, Imperial Beach, La Mesa, Lemon Grove, National City,
Oceanside, Poway, San Marcos, Santee, Solana Beach, Vista, the County of San Diego and such
other local governing entities as may be approved for membership in SDSWMA pursuant to the
terms and conditions hereof. The term "PARTY" shall mean any member of SDSWMA as an
individual entity.
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9. "SDSM a shall mean the San Diego Solid Waste Management Authority
as duly formed and authorized by this Agreement.
10. "S"MWi Bylaws " shall mean the rules, regulations and requirements for
the conduct of the business of SDSWMA as prepared by the Executive Committee and approved
by the Commission.
11. "Solid Waste System" shall mean the facilities and services provided by
SDSWMA to the PARTIES for the collection, transfer, management and disposal of the type of
garbage, trash and rubbish accepted at Class III landfills, including but not limited to: disposal
sites, sanitary landfills, resource recovery facilities, transfer stations, inactive disposal sites and
other facilities md services.
Ix. FORMATION
As of June 1, 1994 (the "Effective Date"), there is hereby created by the PARTIES the
Joint Powers Authority to be known as SDSWMA, which is formed and organized pursuant to
California Government Code 86500 a m. SDSWMA is a public entity separate and distinct
from the PARTIES.
The PARTIES to this Agreement, shall have a full, unfettered right to dissolve SDSWMA
during the thirty (30) day period immediately following the Effective Date ("Early
Termination"). Notwithstanding this Section X hereinbelow, with respect to a vote of the
PARTIES to exercise the Early Termination option, one PARTY may call for a weighted vote,
and there shall then be a total of 100 votes distributed among the PARTIES in accordance with
the population of the represented PARTY as established annually by the State Department of
Finance; provided however, that no PARTY shall be allocated more than 50 votes and there
shall be no fractional vote.
If Early Termination occurs, this Agreement shall be void and of no further force and
effect; each PARTY shall return in all respects to the position of a nonmember of SDSWMA
as if never having executed this Agreement, and SDSWMA shall cease to exist.
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I' III. Po LICIES
SDSWMA shall carry out its purposes and exercise its powers and authority in
accordance with the following statements of public policy:
1. SDSWMA shall promote economic efficiency in the management and
handling of the Solid Waste System;
2. The Commissioners, Officers and employees of SDSWMA shall maintain
an attitude of public service in the carrying forth of all of their assigned
and assumed duties;
3. SDSWMA shall manage the Solid Waste System utilizing the best
environmental protections reasonably achievable as a matter of sound
fiscal policy;
4. The PARTIES of SDSWMA shall approach the Solid Waste System as a
matter of regional I_ concern;
5. The Commissioners and Officers of SDSWMA shall endeavor to adopt the
best regional approach for management of the Solid Waste System;
6. SDSWMA shall operate the Solid Waste System in a fiscally sound
manner utilizing the resources of its PARTIES, which shall be collected
only through fees, rates and charges for use of the Solid Waste System.
7. SDSWMA shall 2rovide protection to the PARTIES and hold each of them
harmless from liabilities arising from the management and operation of the
Solid Waste System.
Iv. PuRPos E
The purposes of SDSWMA shall be:
1. Operation of the Solid Waste System in the most practicable way;
2. Compliance with applicable federal, state and local laws and regulations
governing the Solid Waste System, including but not limited to the Act;
3. Preparation, implementation and revision of a SDSWMA solid waste
management plan which meets the requirements of the Act;
4. Exercise of all other appropriate powers reasonably necessary to carry out
the policies and purposes of this Agreement.
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v. Po WERANDAUTHO m7
SDSWMA shall have any and all powers authorized by law and common to all of the
PARTES hereto, and separately to the Agency herein created, as reasonable and necessary to:
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Acquire, site, license, develop, construct, finance, maintain, operate, lease
and/or contract for solid waste disposal sites, sanitary landfdls, resource
recovery facilities, transfer stations and other facilities and services;
Collect, transfer, manage, dispose, recycle, reduce, and otherwise alter
the garbage, trash and rubbish brought into the Solid Waste System;
Prepare solid waste management plans meeting the requirements of the
Act;
Comply with applicable federal, state and local laws and regulations
governing the Solid Waste System;
Sue and be suedk its own name;
Make and enter into contracts;
Make and enter into agreements for the creation of s-parate public entities
and agencies pursuant to the Joint Powers Act;
Secure agents and employees by contract or at will;
Acquire, construct, maintain, operate, sell, exchange and/or otherwise
transfer real property, such as land, buildings and other works of
improvement;
Acquire, maintain, operate, sell, exchange and/or otherwise transfer
personal propeq such as vehicles, equipment, and furniture;
Establish a budget and authorize expenditures therefrom;
Incur and discharge debts, liabilities and obligations, such as Financial
Obligations;
Hold accounts, security interests, real and intangible assets;
Manage public funds and make investments;
Make and receive gifts, contributions and donations of real and personal
property and funds;
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16. Cooperate and provide other forms of assistance, and accept the same
from persons, firms, corporations and other governmental entities;
17. Cause to be prepared plans and studies related to solid waste management;
18. Plan for closure and post-closure of landfills, including such financial
assurance as may be required by law;
19. Except as otherwise provided herein, seek reimbursement of the costs of
remediating any site from any entity or person legally responsible for such
costs;
20. Prepare and support legislation related to solid waste issues;
21. Make application for, accept and manage grants;
22. Establish ordinances, requirements, and regulations applicable to the
proper functioning of the Solid Waste System and create such penalties,
fines and metho& of enforcement as shall be allowable by law for the
carrying out of such ordinances, requirements and regulations;
23. Acquire, contract for and utilize professional consultants and such new
technologies as are consistent with prudent solid waste management
practices;
24. Undertake all tasks and do any and all things necessary or convenient to
provide for landfill sites and for the disposal of garbage, rubbish and
refuse.
25. SDSWMA shall have the power and authority to become a redevelopment
agency, with all of the additional powers then authorized by law, and
SDSWMA may prepare, adopt and implement a redevelopment plan for
any project area, or project areas, designated by SDSWMA. SDSWMA
shall meet the following conditions precedent to the designation of any
project area, or project areas for redevelopment:
(a) SDSWMA shall find that the project is necessary for the effective
redevelopment of any of the land areas owned or otherwise managed and
controlled by SDSWMA;
(b) of the PARTIES;
The project shall be approved by SDSWMA by action of two-thirds
(c) The project shall be approved by a majority vote of the legislative body of any of the PARTIES whose jurisdictional boundaries are included
in any proposed project area;
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Additionally,
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27.
28.
29.
30.
31.
(d) All legal conditions necessary to SDSWMA’s status as a public
agency with authority for adoption of a redevelopment plan shall be
satisfied by SDSWMA.
without limiting the foregoing generality, SDSWMA may:
Acquire and dispose of all kinds of property and utilize the power of
eminent domain, except that the power of eminent domain may not be
exercised within the territorial limits of any PARTY without the consent
of said PARTY;
Issue or cause to be issued bonds, notes, refunding and other
indebtedness, and pledge any property or revenue as security to the extent
permitted by law (including, but not limited to Government Code fj 6508 a.) or otherwise, including but not limited to bonds, or other
evidences of indebtedness of a nonprofit corporation issued on behalf of
SDSWMA or any of its PARTIES;
Obtain in its owh name all necessary permits and licenses, opinions and
rulings;
Impose rates, fees and charges;
Whenever necessary to facilitate the exercise of its powers, form and
administer nonprofit corporations to do any part of what SDSIVMA could
do, or to perform any proper corporate function, and enter into
agreements with such a corporation; and
Take all actions necessary to comply with the terms, conditions and
requirements of this Agreement and all Financial Obligations.
VI. BYLAWS
The Commission shall adopt and amend from time to time the SDSWMA Bylaws for the
administration and management of SDSWMA. The SDSWMA Bylaws shall carry out this
Agreement, including but not limited to:
1. Each Commissioner shall receive compensation in an amount established
in the SDSWMA Bylaws. Compensation shall be per day for each day of
attendance at meetings of the Cornmission or for each day of service
rendered as a Commissioner by request of SDSWMA, together with any
expenses incurred in the performance of his or her duties as required or
authorized by the Commission;
2. The manner in which SDSWMA shall exercise its powers and perform its
duties shall be established by the Executive Committee, approved by the
Commission and set forth in the SDSWMA Bylaws;
7
3. The duties, functions, requirements, delegated powers and terms of
service of the chairman, vice-chairman, secretary, treasurer, controller
and other officers, the Executive Committee and other established committees, the General Manager and General Counsel shall comply with
all applicable laws and shall be as set forth in the SDSWMA Bylaws; and
4. As required by the Joint Powers Act, the SDSWMA Bylaws shall set forth
the officers and other persons who shall have charge of or access to any
property of SDSWMA and shall require such persons to file official bonds
in an amount set forth in the SDSWMA Bylaws.
VI][. ORGANIZATION
SDSWMA shall be governed by a commission composed of one elected member of the
legislative body of each of the signatory PARTIES. The Commission shall be the administering
agency for this Joint Powers Agreement, and, as such, shall be vested with the powers set forth
in this Agreement, and shall execute and administer this Agreement in accordance with the
purposes and functions provided here&.
1. As required by law, a PARTY’S repremtative to the Commission shall
be appointed in accordance with the respective PARTY’S appointing
procedures, and the appointed representative shall serve at the will of the
represented PARTY.
2. Each Commissioner shall be vested with the authority to vote on behalf
of their respective PARTIES. The Commissioner of each of the
PARTIES shall be empowered by their appointing resolution,
proclamation or letter as the representative of the PARTY and shall
participate by affirmation, rejection or abstention in the business of
SDSWMA before the Commission. Subject to Section X hereinbelow, the
decisions of the Commission shall bind each of the PARTIES.
3. The PARTIES shall designate one or more alternates. The alternate shall
be an elected member of the legislative body of the PARTY and shall be
empowered to vote in the place of the appointed Commissioner in hidher
absence. The alternate shall serve at the will of the appointing PARTY
and shall be selected, approved and empowered to act as set forth in
Paragraphs 1 and 2 hereinabove.
4. The Commissioners shall:
(a) Elect a chairman, and a vice-chairman, and appoint a secretary,
and such other officers as the Commission shall find appropriate. The
secretary may, at the discretion of the Commission, be a person who is
not an elected representative of the legislative body of any PARTY;
however, if the secretary is not an elected representative of the legislative
8
body of any PARTY, then the secretary may not vote on any matter
before the Commission. The chairman, vice-chairman, secretary and
other officers shall serve the Commission at its pleasure for such term as
may be provided by the SDSWMA Bylaws.
@) Establish an Executive Committee, and such other committees as
they shall find appropriate. The Executive Committee shall make policy
recommendations to the Commission and may exercise any other power
of the Commission delegated to it by the SDSWMA Bylaws. The
Executive Committee shall be composed of Commissioners representing
PARTIES of geographic diversity within the County of San Diego.
(c) Provide general directives for the work of additional committees.
5. Chairman. The Chairman of SDSWMA shall preside at all meethgs of
the Commission and perform such other duties as the Commission shall
instruct or the SDSWMA Bylaws may require. The duties of the Vice-
Chairman shall be the usual and customary duties of such office.
Treasurer and Controller. The Commission shall establish the Offices of
the Treasurer and Controller or may contract with one of the PARTIES
to perform these functions. The Treasurer or the mntracthg PARTY
shall be the depository of and have custody of the money of SDSWMA
and shall otherwise comply with the requirements of California
Government Code 56505.5, as the same may be mended from time to
time. The Controller shall comply with the requirements of California
Government Code 56505, as the same may be amended from time to time.
6.
7. General Manager. The Commission shall appoint a General Manager.
8. General Counsel. The Commission shall appoint legal counsel.
VIII. co NTRACTING WITHOTHERENTITIES
SDSWMA reserves the right to contract with government entities that are not PARTIES
to this Agreement to promote the objectives and purposes of SDSWMA upon such terms and
conditions mutually agreed upon by SDSWMA and the non-member.
IX. MEETINGS
SDSWMA shall conduct all regular and special meetings in accordance with the
requirements of the Ralph M. Brown Act, California Government Code Section 54950 a m.,
as the same may be amended from time to time, or in accordance with such other regulations
as the State legislature may hereinafter provide.
9
.-
x. VOTE
Except as may be otherwise set forth herein, SDSWMA shall utilize the following voting
structure:
1. The method of voting for the Commission shall be one PARTY/one vote
(the "Primary Vote"); however, in the event dispute resolution is required
by a request of any three of the PARTIES, the weighted vote hereinbelow
described shall be implemented.
2. Upon a call by any three of the PARTIES for a weighted vote, there shall
be a total of 100 votes distributed among the Commissioners in
accordz?ce with the population of the represented PARTY as established
annually by the State Department of Finance; provided however, that no
PARTY shall be allocated more than 40 votes and there shall be no
fractional vote. The Commissioner must cast the total number of votes
allowed by voting the whole number of votes.
When a weight$ vote is taken, the vote of at least one-third of the
PARTIES, representing not less than fifty-one percent (51 96) of ;he total
weighted vote, shall be required to supersede the Primary Vote If the
weighted vote fails, the action shall be determined by the Primary Vote.
3.
4. Notwithstanding the above, in no event shall the weighted vote be utilized
in the selection process for appointment of the Chairman, Vice-chairman,
General Manager, General Counsel, Controller, Treasurer, or any other
officer of the Commission.
5. Notwithstanding the above, with respect to any vote of the Commission
taken with respect to bond financing, bond refinancing, bond refmding,
or any other matter related to bond obligations, a vote of at least one-half of the PARTIES plus one additional PARTY and representing fifty-one
percent (51 96) of the total population of the then represented PARTIES (as
established annually by the State Department of Finance) shall be required
to approve such matters.
XI. DEBTS AND OBLIGATIONS OF PARTIES
None of the debts, liabilities or obligations of SDSWMA shall be the debts, liabilities or
obligations of the PARTIES of SDSWMA unless assumed in a particular case by resolution of
the legislative body of the PARTY to be charged.
Notwithstanding the above, as may be allowed by law, any PARTY of SDSWMA may
agree to undertake Financial Obligations on behalf of SDSWMA pursuant to separate agreement
negotiated for the purpose of acquiring funding for the Solid Waste System.
10
i9
Nothing in this Agreement shall create any rights in any third party, nor shall this
Agreement waive any rights under law otherwise available to SDSWMA or any PARTY, except
as explicitly provided herein.
a SETS AND OBLIGATIONS
1. Successor In Interest.
SDSWMA shall be the successor in interest to the Solid Waste System and
the County’s Solid Waste Enterprise Fund.
2. Accounts and Funds.
SDSWMA shall establish such accounts or funds as may be approprhte
to the management, operation, financing and support of the Solid Waste
System. The deposits of the PARTIES to the accounts or funds shall be
accumulated in a manner customary and lawful for the support of solid
waste enterprises by local authorities.
3. Solid Waste Svste m Costs.
SDSWMA shall utilize such other financing methods as may be
appropriate to assure the reasonable management, operation, financing and
support of the Solid Waste System, including but not limited fo uriform
tip fees, closed facilities fees, trash collection fees, recycling and reuse
fees.
(a) SDSWMA shall impose and collect rates, fees and charges for the use of facilities and the provision of the services of the Solid Waste
System.
(b) SDSWMA covenants that all rates, fees and charges shall be imposed, charged and revised from time to time so that the revenues of
SDSWMA, together with other funds or projected funds of properly
allocable to SDSWMA, will be sufficient to satisfy the debts and Financial
Obligations of SDSWMA, and all costs related to the Obligztions and
Liabilities, if any, when the same are due and payable.
(a) SDSWMA shall neither furnish nor supply (nor cause to be furnished or supplied) any use of facilities or services free of charge to
any person, firm mrporation or governmental entity that, together with
any other such free service or use, would cause SDSWMA to violate the
11
covenants of this Agreement. SDSWMA shall, consistent with prudent
solid waste management practices, enforce the payment of any and all
amounts then due and owing to it for use of facilities or seMces provided
within the Solid Waste System.
(b) SDSWMA shall continue to provide or cause to be provided the services and facilities of the Solid Waste System for the management and
handling of all garbage, rubbish and waste generated by the PARTIES (the
"Service Covenant"). Notwithstanding this Subparagraph 5@), SDSWMA
may discontinue the provision of services hereunder within the
jurisdictional boundary of any PARTY, upon the request of that PARTY,
if the requesting PARTY otherwise provides the service or facility;
however, such request for the discontinuance of services shall in no way
relieve the PARTY of the terms, conditions and obligations of this
Agreement for which it may otherwise be responsible. In no event shall
the decision of the Commission to approve a PARTY'S request to provide
services within its jurisdiction alter that PARTY'S wastestream
commitment under Section XV below.
I
(c) SDSWMA shall take such actions as are necessary to the proper execution of the Service Covenant, including, but not limited to the
diligent excrcise of the policies, purposes, powers and authorities as
specified in this Agreement.
(d) Nothing contained in this Agreement shall be deemed to prohibit or preclude SDSWMA from providing management and handling of
garbage, rubbish and solid waste generated outside of the jurisdiction of
the PARTIES, nor is SDSWMA precluded in any respect from disposing
of garbage, rubbish and solid waste at disposal facilities or by other
means, which may be physically loczted outside the County of San Diego;
provided, however, that in no event shall SDSWMA provide such solid
waste management and handling services where the same would have an
adverse effect on SDSWMA's ability to meet its obligations related to the
Service Covenant, Financial Obligations or any other covenant undertaken
pursuant to this Agreement.
(e) Notwithstanding Subparagraph 5(a) hereinabove, SDSWMA may furnish such public service programs to both PARTIES and non-member
cities and other regions as shall be determined by the Commission to be
beneficbl to the Solid Waste System, including, but not limited to
household hazardous waste collection programs, used motor oil collection
and recycling programs, and household materials recycling and reuse
educatim programs.
12
6. Audit.
At least once annually SDSWMA shall cause to be prepared a written
audit for the review of items of accounting (the "Rate Audit"), which shall
include but is not limited to:
The estimated revenues to be derived from the Solid Waste
System;
The estimated operating expenses of the Solid Waste System;
The estimated amounts payable to debt service;
All general accounts, funds and other established accounts or
subaccounts of 3DSWMA;
All investment income to be derived from money on deposit;
The esti@ated tunnage of waste, rubbish, and garbage expected to
be nand14 or disposed of by operation of the Solid Waste System;
and
A reasoned dimate of the minimum rates, fees, charges wd ather
income for the 5nsuing twelve (12) month period necessary and
required to assure the Financial Obligations and the covenants of
this Agreement will be met.
"he Pate Audit shall otherwise be prepared in accordance with the requirements for such
audit as are accepted or agreed to by SES'NMA in connection with any Financial Obligation.
1. Transition Schedule.
The PARTIES intcnd that the County shall transfer and SDSWMA shall
accept the Assets, Obligations and Liabilities, pusuant to thc following
transfer schedule:
(k) On or before August 31, 1994 (the "First Transfer Date"), the County, in cooperation with the General Manager of SDSWhlA, shall
present to the Commission for acceptance a portion of the Assets,
Gbligations and Liabilities identified on Exhibits "A", "B" and "C".
Upon ratification of the Commission, the accepted Assets, Obligations and
Liabilities will become the property, assets, liabilities, obligations and sole
responsibility of SDSWMA.
13
(b) On or before November 30, 1994 (the "Second Transfer Date"),
the County, in cooperation with the General Manager of SDSWMA, shall
present to the Commission for acceptance a portion of remaining Assets,
Obligations and Liabilities identified on Exhibits "A", "B" and "C".
Upon ratification of the Commission, the accepted Assets, Obligations and
Liabilities will become the property, assets, liabilities, obligations and sole
responsibility of SDSWMA.
(c) On or before June 30, 1995 (the "Third Transfer Date"), the County, in cooperation with the General Manager of SDSWMA, shall
present to the Commission for acceptance the remaining Assets,
Obligations and Liabilities identified on Exhibits "A", "B" and "C".
Upon ratification of the Commission, the accepted Assets, Obligations and
Liabilities will become the property, assets, liabilities, obligations and sole
responsibility of SDSWMA.
(d) On or before November 30, 1995 (the "Fourth Transfer Date"),
the General Manager of Commission shall present to the Commission for
acceptance the remaining Assets, Obligations and Liabilities identified on
Exhibits "A", "B" and "C". Upon ratification of the Commission, the
remaining Assets, Obligations and Liabilities will become the pprty,
assets, liabilities, obligations and sole responsibility of SDSWMA.
2. Transition C riteria.
It is a material condition to the County's agreement hereicabve to
transition the Assets, Obligations and Liabilities to SDSWMA, that
SDSWMA agree to accept the transfer of each Asset, Obligation and
Liability. SDSWMA shall have a ninety (90) day due diligence period to
exercise only the following rights of review:
(a) During the due diligence period, SDSWMA shall have a fdl right of review, approval and/or rejection pursuant only to the transition criteria
set forth in this Section XIII.2.
(b) SDSWMA shall have the right to assure that each of the actual items subject to transition is as represented by the County; provided
however, that with respect to any item rejected for transfer pursuant to
this Agreement by SDSWMA, the County shall have a reasonable
opportunity to cure problems within its control. In the event the County
is able to effect a cure, the item shall be submitted with the qxrection to
SDSWMA for reconsideration;
(c) SDSWMA shall have the right and opportunity to review and approve any and all documents, bills of sale, titles or instruments of
transfer related to the Assets and Obligations to assure that SDSWMA will
receive good and marketable title to any item;
14
. -- -
(d) SDSWMA shall have’the right and opportunity to quat and receive the cooperation of the County in securing any additional
documentation, alterations or changes as necessary to make any item
useful to the Solid Waste System, including but not limited to assistance
as may be necessary to make any of the Assets or Obligations
transferrable to SDSWMA, negotiable by SDSWMA to later parties, or
subject to any warranty or guaranty of any manufacturer, seller or lessor;
(e) SDSWMA shall have the right and opportunity to review and approve all title and other documentation as SDSWMA may request in
connection with all real property interest to be transferred, including but
not limited to deeds, easements, licenses, covenants and conditions,
limitations and conditional use restrictions;
(0 In no event shall SDSWMA be required to accept any Asset, Liability or Obligation, which has been determined to be adverse to
SDSWMA due to the gross negligence or wilful or intentional misconduct
of the County in the operation and management of the Solid Waste
System.
3. Failure of Consent.
Notwithstanding the foregoing transition criteria, in no event shall the
Comty present to the Commission (nor shall the Commission be required
to accept) any item for which the validity of transfer is contingent on the
receipt of consent from any third party; however, any such items shall
remain subject to Section XIII.4. hereinbelow.
4. Transition Cooperatio n.
The County and SDSWMA shall execute any instruments of conveyance
or other documents and instructions as may be necessary to effectuate the
transition of the County Assets, Obligations and Liabilities in an
expeditious and timely manner. The transition of Assets, Obligations and
Liabilities is a material condition of this Agreement and the County’s
failure to complete said transfer and/or SDSWMA’s failure to accept said
transfer shall cause the termination or unwinding of SDSWMA in
accordance with Section XIV hereinbelow.
No transition of any individual Asset, Obligation or Liability shall be
effective until the execution and proper delivery to SDSWMA of proper
transfer documents, as approved by SDSWMA and in form and substance
substantially similar to the general deed, bill of sale or assignment and
assumption agreement attached hereto as Exhibit D or as otherwise
approved by SDSWMA.
15
5.
6.
Countv as Agent.
Notwithstanding the above, in the event that (1) any item cannot be
transferred to the Commission due to inability of the County to gain any
nece~~ary third party consent, (2) any contractual prohibition on
assignment (3) an assignment and assumption of such contracts cannot be
accomplished in accordance with the schedule otherwise set forth herein;
or (4) SDSWMA declines to accept the terms of assumption required by
the obligor under the contract, then SDSWMA shall designate and accept
the County as its agent for the purpose of securing benefits and
performing duties under the contract.
With respect to each Asset, Obligation or Liability for which the County
shall be agent as hereinabove provided, the County shall retah only
ministerial control and authority and shall in every case implement fully
and completely the specific directives and decisions of the Commission.
In accordance herewith the County shall remain separately responsible
under the contraet: provided, however, that SDSWMA shall assume a pass
through of the specific contractual obligations of the County with respect
to the untransferred mntract, including but not limited to an obligation to
make payment, not to exceed the actual costs to the County, including
direct and reasonabie indirect costs, for any materials or services provided
for the benefit of SDSWMA and/or the PARTIES.
The Ceunty shall request all necessary and appropriate consents with
respect to ah Asset and Obligation. Thereafter, the County shall present
the consent obtained pursuant to the transition scheduled of Section
XIII(1). If the obligor refuses to consent, the County shall notify the Cominissicn of such refusal, and of the County’s status as agent pursuant
to Section XIII.4. If the obligor demands payment or contract coilcessions
for such consent, the County shall so notify the Commission so that
SDSWMA may accept such terms and pay such consideration in exchange
for such consent, or designate and accept the County as its agent pursuant
to Section XIII.4 until such time as negotiated terms of consent are
approved by SDSWMA.
Countv Se rvices.
County shall provide to SDSWMA all necessary operating services for the
solid waste system on a fee for services basis, not to exceed the actual
costs to the County including direct and reasonable indirect costs, pending
SDSWMA’s establishing said services by contract or otherwise, including
but not limited to:
(a)
@)
County’s Solid Waste Division Personnel;
County’s services in financial management of the Solid Waste
Enterprise Fund;
16
A’
(c)
(d)
(e)
County Accounting and Investing Services;
Services of County Counsel with respect to ongoing litigation; and
County Auditor and Treasurer Services.
Notwithstanding the above, the County shall provide the services of the
County’s Solid Waste Division following the Effective Date upon such
terms and conditions as shall be established by separate contract to be
agreed upon by SDSWMA and the County; provided, however, that either
SDSWMA or the County shall have the right to cancel said contract at any
time on the giving of a minimum six (6) months advanced notice of
cancellation of the contract for County services.
XIV. FAILURE OF TRANSITION
In the event the PARTIES to this Agreement are unable for any reason to comply with
the conditions of this Agreement requiring the transition of Assets, Obligations and Liabilities
in accordance with Section Xm hereinabove, then by vote of approval of the Commission,
SDSWMA shall enter a period of unwhding and recision. The PARTIES of SDSWMA shall,
thereafter, execute any and all documents, enter any necessary resoMions and otherwise
cooperate fully with the County in the return of the Assets, Liabilities and Obligations to the sole
ownership and control of the County.
xv. WASTEsflRlE AM COMMlTMENT
To the extent allowed by law, each PARTY agrees that 100% of the garbage, rubbish
and solid waste normal and customary for disposal at a Class III landfill, generated within its
jurisdiction, shall be committed and delivered to the Solid Waste System. SDSWMA may, by
vote of the Commission, adjust the percentage commitment of solid waste hereinabove stated
from time to time. In no event shall a ?ARTY be required to commit solid wastes generated
by a state or federal governmental entity, unless the PARTY has control over such solid wastes
and elects to commit it; nor shall any PARTY be required to commit solid wastes generated by
any person andlor transported or disposed of by any self-hauler where such solid wastes are
accumulated in an amount less than 50 tons per month.
Notwithstanding the above, each PARTY shall have the right, without penalty, to recycle
any solid waste by any means selected by said PARTY and all recycled solid waste, other than
recycling waste residue, shall be excluded from this commitment.
To the extent allowed by law, each PARTY shall establish, implement and carry out a
waste flow enforcement program in cooperation with SDSWMA. To the extent necessary and
appropriate to ensure that the PARTY’S committed solid wastes are delivered to the Solid Waste
System, each waste flow enforcement program may include one or more of the following:
1. License, permit, franchise or enter into agreements with solid waste
haulers (whether on an exclusive or nonexclusive basis), as necessary to
assure compliance with the solid waste commitment;
17
2. At the earliest date practicable, amend, revoke andor revise any license,
permit, franchise or solid waste hauler agreement, to effect changes
necessary to assure compliance with the solid waste commitment
hereinabove stated, including if and to the extent necessary, amendments
to provide explicitly that the affected party shall have the right without
material restriction to direct the delivery of the committed garbage,
rubbish and solid waste in accordance with the solid waste commitment;
3. Adopt ordinances or resolutions requiring the compliance of the general
public or any portion thereof with measures necessary to assure
compliance with the solid waste commitment;
4. Take iiuthorized enforcement action pursuant to any license, permit,
franchise or waste hauier agreement, ordinance or resolution;
Defend against legal challenges to the validity of the affected PARTY'S
wastestream commitment;
5.
6. Undertake local -punicipal solid waste collection programs;
7. Implement alternative or substitute means of assuring compliance with the
solid waste commitment;
On and after the Effective Date, no affected PARTY shall enter into, issue or adopt any
license, permit, contract, agreement, lease, franchise, ordinance or resolution which is materially
inconsistent with the solid waste commitmcnt.
XVI. LIMITATION QF LIABloLxTy
1. The debts, liabilities and obligations of SDSWMA shall be the debts,
liabilities and obligations of SDSWMA alone, and not of the PARTIES.
2. Pursuant to Government Code Section 6508.1, any PARTY may
separately contract for responsibility for specific assets, debts, liabilities
or obligations of SDSWMA.
3. Except with regard to the obligations that exist between SDSWMA and the
PARTIES as specified herein, nothing in this Agreement is intended to
create any liability of any PAR'L'Y to any person, organization, entity, or
corporation, whether public or private, which the PARTY would not
otherwise have had: nor shall this Agreement modify, increase, nullify or
otherwise in any way affect any liability af any PARTY to any person,
organization, entity, or corporation, whether public or private.
18
XVII. INDEMNIFICATION0 F MEMBER PAR-
1. SDSWMA shall protect, defend, indemnify and hold each PARTY
harmless from any loss, liability, or damage, including attorneys' fees,
suffered by such PARTY by reason of litigation, administrative action, or
the imposition of administrative or civil penalties under state or foderal
law, arising out of the operation and management of the Solid Waste
System, whether prior to or following the Effective Date, including the
obligation to defend all PARTIES f3om and against any and all liabilities,
claims, penalties, forfeitures, suits, costs, and expenses incident thereto
(including reasonable attorney's fees), which said PARTIES may hereafter
incur, become responsible for, or pay out as a result of the death or
bodily injury to any person, and/or destruction or damage to aq propxty,
contamination of, or other adverse effect on the environment, casts of
response to and/or penalties for violation of governing law$ ~g~iatisns
or orders, resulting from or due to the release of Xazardous Substarces
(defined below). Notwithstanding the above, in no event shall the above
indemnification be provided to any PARTY where the act, omission to act
cr event that is &e subject matter of the indemnification is 'he mult of
the gross negligence, wilful or intentional misconduct of the P&.t.TY.
Any such indemnification shall be recoverable an$ ovt of ~e SDS-YhlA's
tip fee fund, financing options available under law ;o SDSWdA, ->r ather
assets, and not from the PARTES.
As used hereinabove the term Hazardous Substance@j shall man any
substance included within the definitions of 'hazardous su3srance,"
"hazardous waste," "hazardous material," "tmic substance,' "solid
waste," or "pollutant cr contaminant" as defind ader any fdeiai: state
or ld statute, ordinance, code or reghtion mvv existifig Gr :icrcafter
enacted or amended, including but not limited to the following:
i.
ii.
-1. lll.
iv.
V.
42 United States Code 58 9606 s;t a., which generally refers to
CERCLA, hazardous substances relases, iiability and
compensation;
42 United States Code 69 6901 et seq., which generally refers to
the Resource Conservation and Recovery Act (Solid Waste
Disposal Act);
33 United States Code 65 1251 gt m., which generally refers to
the Federal Clean Water Act;
15 United States Code 65 2601
the Toxic Substances Control Act;
m., which generally refers to
49 United States Code 68 1801 et seq., which generally refers to
the transportation of hazardous .materials;
19
2.
3.
vi. 49 Code of Federal Regulations 17,..101, which generally refers
to the transportation of hazardous materials;
vii. 40 Code of Federal Regulations 302, which generally refers to the
management of hazardous materials;
Viii. California Health & Safety Code g 25316;
ix. California Water Code 6 13050@);
x. Any substance listed in 26 California Code of Regulations g22-
6680(d); and
xi. Any other petroleum or refined petroleum product, asbestos,
polychlorinated biphenyl, a flammable explosive or radioactive
material, or other material which could cause a detriment to or
impair the beneficial use of SDSWMA’s Assets, adjoining
properties or otherwise or constitute a health, safety or
environmental risk to any person.
Pursuant to the povisions of the California Tort Claims Act (Government
Code Sections 810, a sea.), SDSWMA shall be required to indemnify,
defend and hold harmless each and every director, officer and employee
of SDSWMA (including but not limited to the staff and employea from
any PARTY that performs any service or function or provides any advice
to SDSWMA on its business), from all claims, demands and lawsuits that
may be fled against any such person stemming from the activi’ces of the
person in the course and scope of their employment andor SerYice on
behalf of SDSWMA; provided however, that any such claim or demand
shall only be valid when filed in compliance with the California Tort
Claims Act.
No PARTY shall, solely by virtue of being a PARTY to this Agreement
or by performing any of the obligations or responsibilities of a PARTY,
including but not limited to, acting as a member of the Board of
Commissioner’s of SDSWMA or directing or influencing policy decisions
of SDSWMA, incur liability by reason of any lawsuit or other actions
brought under state or federal law, or any alleged violation of any plan,
rule, regulation, ordinance, criteria or guideline promulgated by any
federal or state regulatory agency.
All of the privileges and immunities from liabilities, exemptions from laws, ordinances
and rules, and all pension, relief, disability, workers’ compensation and other benefits which
apply to the>activity of officers, agents and employees of any PARTY when performing their
respective functions within the territory limits of their respective public agencies, shall apply to
them in the same degree and extent while engaged in the performance of any of their functions
or duties extraterritorially under this Agreement.
20
XIX. WITFlDRAWfiOFPARTIES
Any PARTY may be granted withdrawal according to the provisions of this subsection.
1. Conditions Precedent to FilinP for W ithdrawd
If a PARTY desires to withdraw from SDSWMA, it may do so by first
providing a notice for withdrawal to the Commission in accordance with
the following procedures. .
2. Obligation to Meet and Co nfer
Prior to filing a notice of withdrawal, the PARTY shall meet and confer
diligently and in good faith with SDSWMA to discuss the reasons for the
proposed termination and the likely results thereof, including, but not
limited to the following issues:
i. The alternate means of solid waste disposal reasonably available to
the PARTY.
ii. Any offer of SDSWMA to provide seMces equivalent to the
alternative the PARTY is considering.
iii. The financial effects of withdrawal on SDSWMA including the
assets, debts and Financial Obligations of SDSWMA.
iv. The possible terms and conditions and date for withdrawal, and the
likely mitigation required of the PARTY to offset the adverse
effects of its withdrawal from SDSWMA on the Solid Waste
System.
3. PARTY Adopts Resolution
After the meet and confer process has concluded, the PARTY shall have
the right to notice its withdrawal from SDSWMA; provided, however,
that the legislative body of the PARTY shall only adopt a resolution of
withdrawal from SDSWMA after a noticed, public hearing. SDSWMA
shall receive notice and a full opportunity to attend and comment on the
proposed resolution at the public hearing.
21
4. PARTY Files Notice
The notice of withdrawal of any PARTY shall include the following:
i. A copy of the resolution.
ii. A statement of the reasons for the proposed withdrawal fiom
SDSWMA, includmg a narrative analysis of the meet and confer
process and the criteria set forth in Subparagraph (2) hereinabove.
iii. A description of the means that the PARTY will use to meet its
solid waste disposal obligations if withdrawal occurs.
iv. Such other reasonable information as SDSWMA may request.
5. Dub to Formulate Terms and Conditions for Early Withdrawal
SDSWMA, after a noticed, public hearing shall formulate the tentative
terms and cond@ons for the withdrawal of the PARTY. SDSWMA shall
meet and confer in good faith with the PARTY regarding the terms and
conditions.
6. Terms and Co nditions for Final Withdrawal
SDSWMA shall set such terms and conditions for withdrawal as are
reasonably necessary to mitigate any financial effects of withdrawal on
SDSWMA, including the assets, debts, operations and Financial
Obligations of SDSWMA. The terms and conditions shall reflect the
following factors:
1. The present value of closure and post closure costs for any site
within the Solid Waste System, in excess of the amount for which
reserves have previously been set aside by SDSWMA and
contributed to by the PARTY.
ii. The effects of withdrawal on the existing Solid Waste System and
SDSWMA’s ability to satisfy any obligations undertaken pursuant
to this Agreement, which will be caused by the loss of revenues,
charges or fees contributed fiom the PARTY for the Solid Waste
System.
iii. SDSWMA shall set a reasonable date for the PARTY’S
withdrawal; however, the date shall be set so as to reasonably
avoid impairment to the Solid Waste System, SDSWMA’s ability
to satisfy Financial Obligations, or any ubligation of SDSWMA
reasonably related to the withdrawal of the PARTY.
22
31
7.
iv. The present value of the PARTY’s contributions to the Solid Waste
System, including but not limited to new facilities, existing
facilities and operations, reserve funds, closure and post closure
costs, and remaining landfill capacity and other assets, any or all
of which will inure to the benefit of the SDSWMA following
withdrawal.
v. Withdrawal shall be conditioned on the mitigation of any material
and adverse financial impacts to the holders of the Financial
Obligations or on other PARTIES resulting from the withdrawal.
Method of Compliance with Termination Conditions
Each PARTY, with SDSWMA’s approval, may utilize any combination
of methods for mitigating the impacts of the PARTY’S withdrawal,
including but not limited to the following:
i. Cash payment;
ii. Conthuhg disposal of a portion of the PARTY’s solid waste,
rubbish or garbage at a mutually agreed upon fee, which may or
may not otherwise be applicable to other PARTIES;
iii. All methods for payment shall be sufficient to offset the adverse
effects of withdrawal on SDSWMA.
8. nn&g 1 W
SDSWMA shall in good faith and with due diligence procesS the
PARTY’s notice of withdrawal. SDSWMA shall issue the terns and
conditions for withdrawal within eighteen (18) months of the date of the
resolution of withdrawal of the governing body of the PARTY.
9. Recision of Withdrawal Decision
Withdrawal by a PARTY may be terminated by a resolution of the
legislative body of the PARTY submitted at any time during the process
of withdrawal or after issuance of the PARTY’s notice for withdrawal;
provided, however, that the PARTY shall bex the reasonable costs to
SDSWMA of the consideration and processing of the withdrawal to the
date of the notice of recision.
23
c
XX. ADDITIONALPARm
It is recognized that public entities other than the original PARTIES may desire to
participate in SDSWMA. Additional public entities may become parties to SDSWMA and this
Joint Powers Agreement upon such terms and conditions as may be set forth in a resolution
approved by two-thirds (2/3) of the Primary Vote of the Commissioners of SDSWMA, and
evidenced by the execution of a written addendum to this Agreement signed by the joining party.
STAFF
The employees of SDSWMA may be hired as full-time or part-time employees or may
be hired by independent contract for the provision of professional services. The existing staffing
of one or more of the PARTIES may also be appointed to serve SDSWMA, and shall be paid
for by SDSWMA or, upon agreement of SDSWMA and any PARTY, may be provided at the
expense of the contributing PARTY. SDSWMA staff, other than employees of a party
performing services for SDSWMA, shall be hired, promoted, disciplined or terminated and shall
have such rights of employment as SDSWMA shall determine, subject to any applicable
provisions of federal or state law. -
XXII. ACCOU"G.I"T. FINANC IAL, PERSONNE LAND
OTHER PROFESS IONAL SERVICES
SDSWMA may hire such accounting, investment, financial and personnel services or
other professional consulting services as necessary, either on a full-time or part-time basis or by
use of full or part-time employees. Further, SDSWi may independently contract for the
provision of necessary professional and other services. The existing staff of one or more of the
PARTIES may also be appointed to serve SDSWMA and shall be paid for by SDSWMA or,
upon agreement of SDSWMA and any PARTY, may be provided at the expense of the
contributing PARTY.
XXITI. ACCO UNTABILITY
SDSWMA shall be held strictly accountable for all funds and shall make an annual report
to all PARTIES to this Agreement of all receipts and disbursements, all in accordance with
applicable provisions of the California Government Code and any other applicable statutes.
Upon dissolution of the SDSWMA as a legal entity, all debts and advances of SDSWMA
shall be paid, and the property of SDSWMA, whether real or personal, shall be divided among
and distributed to all of the PARTIES. The PARTES receiving a portion of liabilities, debts,
obligations and/or assets of the Solid Waste System shall include each PARTY who participated
in the SDSWMA at any time during the existence of SDSWMA. PARTIES to this Agreement
shall share in proportion to the costs borne by non-reimbursed contributions from each such .
PARTY to the SDSWMA during its legal existence.
24
33
The Commission of SDSWMA is authorized to and shall procure general comprehensive
liability and other insurance by such means and in such amounts as may be reasonably available
and as the Commission deems advisable to protect the SDSWMA and each of the PARTIES
hereto, charging the cost thereof to the operating costs of the SDSWMA. In the event insurance
is not available at a reasonable cost in the open market, SDSWMA shall establish such self-
insurance or pooled insurance participation as the Commission deems advisable.
XXVI. BREACH
In the event that SDSWMA or any PARTY shoiild at any time claim that SDSWMlk or
any PARTY in any way breached or is anticipated to be in breach of this Agreement, the
complaining PARTY or SDSWMA shall file with the governing body of the entity alleged to be
in breach a written claim describing said breach or anticipated breach. The written claim shall
state fully the facts and circumstances giving rise to the claim. The legislative or governing
bodies of the entities in disagreement, or their duly appointed representatives, shall meet and
confer in good faith no later than forty-five (45) days following the delivery of the written claim
for the purpose of resolving the claim.
Thereafter, but no later than ninety (90) days following the delivery of the written claim,
the Commission shall hold a hearing on the matter giving all affected parties a right to be heard.
Immediately following the conclusion of said hearing, the Commission shall cause the
preparation and delivery of a full report of its findings and recommendations to the legislative
or governing bodies of the PARTIFS to the dispute. The report shall be advisory only, shall
not in any way bind SDSWMA nor any of the PARTES to this Agreement, nor shall the report
be deemed to establish any presumptive or ultimate fact in issue.
Excepting only equitable or injunctive relief, which is necessary to prevent serious ad
irreparable harm, no action arising from the breach of this Agreement may be fled and no
action shall be allowed by any PARTY to rescind or terminate this Agreement, unless and until
the dispute resolution process hereinabove stated is completed. However, in no event shall any
PARTY or SDSWMA be foreclosed from seeking additional dispute. resolution following the
conclusion of the dispute resolution process.
At the conclusion of all dispute resolution undertaken in accordance herewith, SDSWMA
and/or any PARTY may seek such equitable relief or damages as may otherwise be available
by law.
It i; hereby declared to be the intention of the signatories to this Agreement that the
paragraphs, sentences, clauses and phrases of this Agreement are severable, and if any phraset
clause, sentence or paragraph of this Agreement shall be declared unconstitutional or invalid for
any reason by a valid judgment or decree of a Court of competent jurisdiction, such
25
.-
.I 7 unconstitutionality of invalidity shall not affect any of the remaining paragraphs, clauses,
phrases, and sentences of this Agreement.
XXVIII. NOTICES
All notices required or given pursuant to this Agreement shall be deemed properly served
when deposited, postage prepaid, in the United States mail, addressed to each PARTY at the
address indicated on this Agreement adjacent to the signature line of each PARTY.
XXIX. DUPLICATE ORIGINALS
This Agreement can be executed in one or more duplicate originals, each bearing the
original signatures of the parties, and when so executed each duplicate original shall be deemed
an original of the Agreement admissible in court as evidence of the terms of the Agreement.
XXX. APPLICABLE LAW
This Agreement shall be governed by the laws of the State of California and any legal
action with respect hereto shall be brought before an appropriate California court.
XXXI. co U"Tl3RPARTS
This document may be executed in counterparts and the signatures of the PARTIES shall
be attached creating one Agreement.
No amendment to this Agreement shall be effective unless approved by unanimous
consent of the PARTIES pursuant to the Primary Vote. Further, all amendments to this
Agreement shall be in writing and signed by the PARTIES, and each provision of this
Agreement and each amendment thereto shall apply to and bind the legal representatives,
successors and assigns of the PARTIES hereto.
26
- - .. ,
IN WITNESS WHEREOF, the PARTIES hereto have executed this Agreement on the date first
above written.
BY:
MAYOR
A-ITEST:
CITY CLERK
CITY:
27
Exhibit "A"
ASSETS
COUNTY OF SAN DIEGO - SOLID WASTE ASSETS
LAND
1. Interior Zone sites - The County owns 10 separate tracts of land in the eastern
2/3 of San Diego County that serve as the interior zone collection system.
2. Vista, Transfer Station - The County owns 15 acres of land in an developed
industrial park in the City of Vista. This site was purchased for use as a
transfer station.
LANDFILLS
BORREGO SPRINGS
RAMONA
OTAY&OTAYA"EX
SAN MARCOS
SYCAMORE
n OTHER PERSONAL PROPERTY
Including but not Iimited to: Furniture, Equipment and Vehicles.
EXHIBIT "B"
PERMIT LITIGATION
Christward Ministry, et. al. v. County, et. a).
Orange County Superior Court No. 715895
Challenge to State Water Resources Control Eoard permit for San Marcos Landfill expansion.
County v. Callaghan, et al.
County v. Rancon Development, et al. SDSC N49843
These are lawsuits seeking rights of &try for landfill siting studies on the Spring Oak (South
County) and Merriam Mountain sites (North County), respectiVely. (Rights of entry have been
obtained on the Gregory Canyon and Aspen Road sites.)
ENVIRO "TAL
Duck Pond Landfill, State Water Resources Control Board
County appeal of Regional Water Quality Control Board addition of County to Waste Discharge
Requirements.
Lucas Y. County
San Diego Superior Court #a274
Claim for alleged damages for groundwater contamination at Ramona Landfill.
Signal Landmark
Administrative claim for costs associated with City of CoronadoKounty bum site..
1
d
SETTLED LITIGATION
Hillsborough Master Homeowners Association v. County
The County has obligation to maintain the Hillsborbugh Landfill through a settlement that
provided $3.5 million to the County for upgrade, repair, and maintenance.
Zinser-Furby, Inc. v. County
The County is obligated to test, and possibly remove bum ash at the San Ysidro burn site.
SAN MARCOS INVERSE CONDEMNATION CASES
The County is defendant in 19 lawsuits seeking damages related to the expansion of the San
Marws Landfill.
City of Chula Vi v. County of San Diego
San Diego Superior Court #667609
Chula Vista, which never paid the economic risk surcharge, has not settled its challenges.
The Authority would assume all rights and obligations under permits issued to the County
€or active and inactive disposal, collection and processing.
.
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ASSIGNMENT
Exhibit "D "
This Assignment of Contract is made as of the day of , 1994, by The County of San Diego (8fAssignor1v) in favor of The San Diego Solid Waste Authority
( lmAssigneeat) .
WHEREAS, the Assignor and the Assignee have entered into
that certain Joint Powers Authority Agreement dated June 1,
1994 (the to which reference is made for the
definition of capitalized terms not otherwise defined
herein), providing for the transfer of Assets, Liabilities, Obligations and the Solid Waste System from the Assignee to
the Assignor, subject only to certain transition criteria;
WHEREAS, in connection with Assignor's operation and management of the County Solid Waste Division, the Assignor has entered into written and oral contracts, licenses and
other agreements (including, without limitation, all
amendments and supplements thereto), hereinafter referenced as the lIContractst8;
WHEREAS, the Contracts are between Assignor and various individuals, businesses and other legal entities (including,
but not .limited to governmental agencies, municipalities and
general law cities, corporations, partnerships, and sole
proprietorships), hereinafter referenced as the llContracting Parties"; and
WHEREAS, the assignment of Assignor's rights in the Contracts, as more fully provided in this Assignment, is a
condition of the Agreement;
NOW, THEREFORE, ASSIGNOR AGREES AS FOLLOWS:
1. In order to induce the Assignee to execute the
Agreement and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
Assignor hereby assigns, sells, conveys and sets over unto
Assignee, all of Assignor's right, title, and interest in and to the Contracts more specifically described in Exhibit lqA1f attached hereto and incorporated herein by this reference, and all amendments, modifications, supplements, general conditions, change orders and addenda thereto, together with
all present and future rights, benefits and claims arising
therefrom. All remedies available to the Assignor under the
Contracts are hereby assigned to Assignee.
-1-
2. The Assignor represents, warrants and covenants that (i) neither the Assignor nor the Contracting
Parties are in default in the performance of their respective obligations under the Contracts, and all covenants, conditions and agreements have been performed as required therein; (ii) the Assignor has not sold, assigned, pledged,
mortgaged, transferred or otherwise encumbered any of its
right, title or interest in or to any Contract; and (iii) the
Assignor's right, title and interest in and to the Contracts is not now subject to any lien, encumbrance or security interest.
3. The Assignee shall have the right (and the
Assignor hereby irrevocably constitutes and appoints the
Assignee as its attorney-in-fact to do so), at its option, and in the Assignee's name to (i) demand, receive, and enforce the Assignor's rights under Contracts; (ii) make payments and give releases, receipts and satisfactions
thereunder; (iii) modify or amend the Contracts; (iv)
reassign all right, title and interest in the Contracts; and
(v) take all other actions in respect of the Contracts, with
the same force and effect as the Assignor could do if this
Assignment were not made.
4. The Assignor agrees that it shall request that
each Contracting Party execute and deliver to the Assignee a "Consent and Certification1# in the form set forth in Exhibit
lvl attached hereto.
5. The Assignor hereby irrevocably agrees and
directs that each of Contracting Parties shall, upon demand
and notice from the Assignee, render all performances under its respective Contract to the Assignee without liability on the part of the Contracting Party for determining the propriety or validity of the Assignee's demand and notice.
6. The provisions of this Assignment shall be
binding upon and shall inure to the benefit of the parties
hereto and their respective successors and permitted assigns.
7. If any provision under this Assignment shall
be invalid, illegal or unenforceable, it shall not affect or
impair the validity, legality and enforceability of any other
provision of this Assignment.
-2-
5-2
I,
8. This Assignment may not be amended, modified
or changed, nor shall any waiver of any provision hereof be effective, except by an instrument in writing and signed by
the party against whom enforcement of the waiver, amendment,
change, modification or discharge is sought.
9.
construed in accordance with and pursuant to the laws of the
State of California.
This Assignment shall be governed by and
IN WITNESS WHEREOF, Assignor has executed this
Assignment as of the day first above written.
Date: Assignor
-3-
$3
EXHIBIT 1
CONSENT AND CERTIFICATION
The undersigned ( llContracting Party") hereby
consents to the assignment of that certain Contract dated , between the County of San Diego (llAssignorml) and
the Contracting Party, which Contract was assigned by Assignor to the San Diego Solid Waste Authority (99Assignee11),
by an Assignment dated , 1994 ( 11Assignment91) , to
which reference is made for the definition of capitalized
terms not otherwise defined herein.
The Contracting Party agrees to continue
performance under the Contract in accordance with the terms
thereof.
Assignee or its designee may enforce the obligations of Contracting Party under the Contract with the
same force and effect as if enforced by Assignor, and shall
be obligated to perform the obligations of the Assignor;
provided however, in no event shall the Assignment otherwise
obligate the Assignee to cure any default of the Assignor,
where the Assignor is otherwise entitled to nonperformance by law.
The Contracting Party will diligently continue the
provision of work, services or goods under the Contract, and
the Contracting Party hereby acknowledges and represents that
(i) the Contract is valid and enforceable, (ii) there has
been no prior assignment, amendment or modification of the Contract, other than as described in the Assignment, (iii)
neither the Contracting Party nor the Assignor is in default
under the Contract, (iv) all covenants, conditions and agreements have been performed as required therein except those not due to be performed until after the date hereof, (v) the sum of $ has been paid to the Contracting Party under Contract, and the sum of $ has
been earned to this date but not paid, (vi) the sum of
-4-
L
$ is anticipated to be due under the Contract at its completion, (vii) The Contracting Party is duly licensed
to conduct its business in the jurisdiction where the work,
services or delivery of goods is to be performed, and the
Contracting Party will maintain all required licenses in full
force and effect throughout the life of the Contract.
Date Contracting Party
-5-
BILL OF SALE
The County of San Diego t@Seller@@ desires to transfer to
the San Diego Solid Waste Authority lfBuyerl1 the Solid Waste System
and the Assets, Liabilities and Obligations of the Seller‘s Solid
Waste Division, as each is defined in that certain Joint Powers
Authority Agreement executed between Seller and Buyer and effective
June 1, 1994 (the l@Transfer@@).
In consideration of the Transfer, the receipt of which is
acknowledged, the Seller, hereby transfers to Buyer the following:
1. Personal Propertv
a. Description of Inventory
b. Location
2. Intansible Assets
a. Description
Executed on at San Diego, California.
Seller
Order No.
Escrow No.
Loan No.
WHEN RECORDED MAIL TO:
MAIL TAX STATEMENTS TO:
SPACE ABOVE THIS LINE FOR RECORDERS USE -
DOCUMENTARY TRANSFER TAX $
Computed on the consideration or value of propedy conveyed OR
Cornpuled on Ihe consideration or value less liens or encumbrances
remaining a1 time 01 sale
Signature 01 Declmanl or Agcnl determining lax - Firm Name
GRANT DEED
FOR A VALUABLE CONSIDERATION, receiDt of which is hereby acknowledged,
hereby GRANT(S) to
I-
the real properly in the City of
Counly of Exhibit "A" - Legal Description State of California, described as
Dated
I
STATE OF CALIFORNIA )SS
COUNTY OF 1
On before me.
personally appeared
personally known to me (or proved to me on the bass of satisfactory
evidence) lo be the person@) whose name(s) is/are subscribed lo the wilhin
inslrumenl and acknowledged IO me thal helshetthey executed the same
in his/her/their authorized capacity(ies) and thal by his'herflherr sgna
lurels) on the inslrumenl lhe person(s) or Ihe enlay upon behall 01 which
Ihe personls) acled oxcculed the instrirrnent
WITNESS my hand and official seal.
smnal,,rr (Ths area lor ollicldl nolarial seal)
MAIL TAX STATEMENTS AS DIRECTED ABOVE