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HomeMy WebLinkAboutReso - CC - 055-2021DocuSign Envelope ID: 2DDC3360-C745-4C90-BD93-653B14CDB33F RESOLUTION NO.055-2021 RESOLUTION OF THE CITY OF BURLINGAME APPROVING THE THIRD AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT FOR THE SOUTH BAYSIDE WASTE MANAGEMENT AUTHORITY RESOLVED, by the CITY COUNCIL OF THE CITY OF BURLINGAME that. - WHEREAS, the South Bayside Waste Management Authority ("SBWMA") was formed under a Joint Exercise of Powers Agreement, pursuant to California Government Code § 6500 et seq., on December 9, 1999, by a number of San Mateo County entities (the Member Agencies) to provide a regional approach to the collection and disposition of solid waste, recyclable materials, and organic materials; and WHEREAS, the SBWMA's Member Agencies have amended and restated the Joint Exercise of Powers Agreement twice: on January 17, 2006, and June 19, 2019, respectively; and WHEREAS, the most recently adopted version of the Joint Exercise of Powers Agreement is known as the Second Amended and Restated Joint Exercise of Powers Agreement ("Agreement"); and WHEREAS, California Government Code Section 6509 provides that an agency created by a Joint Powers Agreement should be subject to the powers and limitations of one of its members to be designated in the Agreement, which the current Agreement does not do; additionally, the Agreement contains outdated provisions; and WHEREAS, at the time the SBWMA was formed in 1999, it was comprised of twelve Member Agencies; recently, in December 2020, the Town of Atherton withdrew from the SBWMA, so it is currently comprised of eleven Member Agencies; and WHEREAS, SBWMA staff has prepared amendments to the Agreement language addressing these matters; which are set forth in the "Third Amended and Restated Joint Exercise of Powers Agreement," attached hereto as Exhibit "A", and which are shown on the document by &4ike4hfaugh and interlineation, and WHEREAS, the SBWMA Board of Directors considered the proposed changes at its regularly scheduled meeting held on February 27, 2020, and adopted Resolution 2020-08 recommending that the Member Agencies approve the proposed amendments to the Agreement; and WHEREAS, Article 17 of the Agreement requires that amendments to the Agreement be approved by 2/3 of the Member Agencies of the SBWMA, which is equal to eight of the eleven Members. DocuSign Envelope ID: 2DDC3360-C745-4C90-BD93-653B14CDB33F NOW, THEREFORE, IT IS DETERMINED and ORDERED that: 1. The City Council hereby approves the Third Amended and Restated Joint Exercise of Powers Agreement, attached as Exhibit A hereto. 2. Adoption of the Third Amended and Restated Joint Powers Agreement is a governmental organizational activity and is therefore exempt from California Environmental Quality Act (CEQA) review because it is not a project within the meaning of CEQA. CEQA Guideline 15378 defines "Project" for CEQA purposes; Section 15378 (b) states that Project does NOT include: (5) Organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment." 6'.. 02:�� A�z Ann O'Brien Keighran, Mio I, Meaghan Hassel -Shearer, City Clerk of the City of Burlingame, do hereby certify that the foregoing resolution was adopted at a regular meeting of the City Council held on the 17th day of May, 2021, by the following vote: AYES: Councilmembers: BEACH, BROWNRIGG, COLSON, O'BRIEN KEIGHRAN, ORTIZ NOES: Councilmembers: NONE ABSENT: Councilmembers: NONE L"D"ocuSignedb//y: /­1.A11n,q0F7AAQ Meaghan Hassel -Shearer, City Clerk DocuSign Envelope ID: 2DDC3360-C745-4C90-BD93-653B14CDB33F Third Amended and Restated Joint Exercise of Powers Agreement South Bayside Waste Management Authority This Third Amended and Restated Joint Exercise of Powers Agreement is entered into this day of , 2020. pursuant to the provisions of the Joint Exercise of Powers Act (Title 1, Division 7. Article I, §6500 et seq. of the California Government Code) relating to the joint exercise of powers among the County of San Mateo and those cities. a*l towns and special districts listed in Exhibit A and B, hereafter collectively called `- Members." RECITALS A. WHEREAS the Ageneies '�a� b e entered into a Joint Exercise of Powers Agreement on December 9, 1999 (the JPA Agreement). which N%as subsequently amended and restated on January 17.2006 (the `-First Amended and Restated JPA Agreement-). and then again on June 19. 201; (the "Second Amended and Restated JPA Agreement")- The Members now desire to further amend and restate the JPA Agrccmcnt to update.current urient terms and practices and clarifi exercise of po%vers (the "Third Amended and Restated JPA Agreement-'). 1) Establish the position of E-reetttive Dir-eeter-; -2) inelude items that FeqtlqFe membCIF ageAC-�' BE)aFd annually seleet the Chair.-. and B. WHEREAS the des Members are responsible for the health and safety of the citizens within their geographic boundaries; and C. WHEREAS the Ageneies Members regulate Solid Waste, Recyclable Material and Plant Material Collection in areas under their jurisdiction and award Franchises for Collection to private organization(s). herein called "Collector(s)'; and D. WHEREAS the Ageneies Members find it in their mutual economic interest to address Solid Waste and Recycling issues on a regional level: and that the costs for planning and implementing Solid Waste and Recycling Programs will be based on a fair and equitable allocation system that considers the relative benefits to each fey Member and the additional cost of services provided to each Aagenev Member; and E. WHEREAS the Agencies Members have used and are committed to owning and using certain regional Facilities located in the City of Sail Carlos. which are part of the San Mateo County Integrated Waste Management Plan, as approved by the California Integrated Waste Management Board; and F. WHEREAS the ownership and use of these regional Solid Waste Facilities provides economic benefits to the ratepayers of the Agencies Members; and DocuSign Envelope ID: 2DDC3360-C745-4C90-BD93-653B14CDB33F H. WKE"AS the r IG. WHEREAS the dies infend te Members hay e coordinated their efforts to produce and share Solid Waste, Recyclable Material and Plant Material reports, including program and operational information derived from the operation of regional Facilities, as required by California Public Resources Code, §40000 et seq.; and 3H. WHEREAS each Ageney Member has the authority to regulate Ot'--if its Solid Waste, Recyclable Material, and Plant Material stream. including the Collection. Transfer. Transportation, and Processing thereof; and has the authority to establish rates for the conduct of such functions: and K1. WHEREAS Solid Waste from each Ageney Member is landfilled at the Ox Mountain Sanitary Landfill located off State Highway 92, approximately two miles east of Half Moon Bay; and L-J. WHEREAS in the absence of a regional Solid Waste Transfer Facility, Solid Waste Collectors would individually have to travel to Ox Mountain to dispose of Solid Waste, which would increase (a) driving distances and times. (b) the size and cost of the Collection vehicles. (c) traffic and congestion on the highways, and (d) the wear and tear on the highways; ^'*��;er which would altogether increase the costs to Solid Waste Collection ratepayers; and MK. WHEREAS each Agenc has been embefef- 'ftSte re.,,,.,,.oment Author -it), (SBAI t n) under a mint E,,,,reise of o,,., ers n nt dat Member and its constituents have realized these benefits since establishment of the Point powers authorit% on December 9. 1999 with the s..,.ms of that agreement has directinged its Solid Waste to be Processed at the regional Facility; and NL. WHEREAS modifying the method of Solid Waste, Recyclable Material, and Plant Material Collection, Transfer and Transportation Processing and Disposal could cause disruptions in service to the Member's ratepayers; and O.M. WHEREAS California Government Code §6500 et seq. (Joint Exercise of Powers Act) permits two or more public agencies to create joint powers authorities for the purposes cited herein, and permits the agencies to exercise jointly any power that the public agencies could exercise separately, and further grants certain additional powers to such joint powers authorities; and PIN'. WHEREAS the Members' use of regional Solid Waste. Recyclable Material and Plant Material Collection and Processing Facilities under the SBWMA provides a proven history of economic and environmental benefits to its their users; and QO. WHEREAS the pai4ies to thiS AlffftMe-n!klembers wish to continue to possess ownership over these regional Solid Waste Facilities; and RP. WHEREAS each Ageney Membcr has the individual power to plan. acquire. construct, manage, regulate, operate, and control Facilities and operations for the Collection, Transfer, and Transportation, Processing and Disposal of Solid Waste, Recyclable Material, and Plant Material generated within its jurisdictional boundaries, as well as to create and issue Franchise agreements for such activities; and -S(Q. WHEREAS the A geneies ha.. the Members originally issued Revenue Bonds to pay for the purchase of tie Facilities in March 2000 and refinanced the bonds in 2019: thereb% reducing costs for SBWMA or the Member's ratepayers. NOW, THEREFORE BE IT RESOLVED that the Ageneies Members do hereby DocuSign Envelope ID: 2DDC3360-C745-4C90-BD93-653B14CDB33F establish the South Bayside Waste Manageffient Atither-ity a<,ree to rescind all prior joint exercise of powers agreements and adopt this Third Amended and Restated Joint Exercise of Po%%ers Aureement f - the pur-.ese Of VUrsuant to which the SB1N`MA shall continue to owner, finance, administer. and operate+na regional Facilities and -f&F administeriot- rates for Solid Waste and diversion programs and do h " by agree for the Members as follows: ARTICLE 1. DEFINITIONS 1.1 Definitions. Unless the context otherwise requires, capitalized tenns used in this Agreement will have the meanings specified in Exhibit C to this Agreement, which is attached hereto and incorporated by reference. ARTICLE 2. PURPOSE 2.1 Purpose. This Agreement is provides- for the exercise of powers as provided therein, and to provide for the joint exercise of certain powers common to the AgeneMembers. The purpose of this Agreement is to provide for the joint ownership, financing, administration, and operation of the Facilities, and for the joint planning, adoption, financing, administration, management, review, monitoring. enforcement, and reporting of Solid Waste, through Recyclable Material, and Plant Material Collection activities in the Service Area. By arm` this joint powers authority, the ^dies %#embers earn economic benefits not realized when using alternate means of Transferring and Transportation Processing of Solid Waste, Recyclable Material and Plant Materials and Disposal of Solid Waste. F-H14h F the est hlis".. enl �This joint powers authority provides for the economic viability and utilization requirement of the Facilities. ARTICLE 3. CREATION OF AUTHORITY 3.1 Creation. Pursuant to the Act, on December 9. 1999. the Agefieies hereby Members created and established a public entity to be known as the "South Bayside Waste Management Authority' (SBWMA). 3.2 Separate Entity. The SBWMA shall- be is a public entity separate from the AgeneiesMembers, and separate from the SBTSA. 3.3 Assets, Rights, and Liabilities. The assets. rights. debts, liabilities. and obligations of the SBWMA shall not constitute assets, rights, debts, liabilities, or obligations of any of the ^ geneiesor- Members of SBWMA. However. nothing in this Agreement shall prevent any fey Member from separately contracting for, or assuming responsibility for, specific debts. liabilities, or obligations of the SBWMA. provided that both the Board and that Ageney Member`s governing board approve such contract or assumption. ARTICLE 4. TERM 4.1 Effective Date. This Third Amended and Restated Agreement shall be datted-as of-, and eeeme be effective on; the date of its e-Eee •' it is executed by the oast mo-thirds 2/� 3) of theme; Members as required by Article 17. Amendments. Section 17.1. Amcndment Requirements (Effective Date). 4.2 Term. This Agreement shall continue at least -until- December- 31. 2019. er-Si €tirthe for the period of time necessary to repay any revenue bonds issued by the SBWMA. and thereafter shall continue until terminated or dissolved by a vote taken in accordance with Section DocuSign Envelope ID: 2DDC3360-C745-4C90-BD93-653B14CDB33F 10.8 of this Agreement. However, in no event shall the Members vote to terminate or dissolve the SBWMA if its termination or dissolution would conflict with or violate the terms or conditions of any bonds, financial instruments. or related documentation by or on behalf of the SBWMA, including, without limitation indentures, resolutions. and letter of credit agreements. ARTICLE 5. BOUNDARIES 5.1 Service Area. The SBWMA shall exercise its powers within its Service Area boundaries, as they may change from time to time. The Service Area shall be the consolidated boundaries of the Ageneies Members as defined in Exhibit C. If an Ageney a IN'lember withdraws from the SBWMA, the boundary of the SBWMA shall be modified to exclude the area of the withdrawing v\lember. Such withdrawal and redrawing of Service Area boundaries shall not prevent any Facilities from being located outside of the boundary of the SBWMA. ARTICLE 6. MEMBERSHIP REQUIREMENTS OF SBWMA 6.1 Required Powers. Each Member of the SBWMA must at all times have the following powers: a. The authority to grant Solid Waste Collection Franchises. b. The authority, commitment. and agreement to direct the flow of Solid Waste. Recycling and Plant Material generated within the Member's respective jurisdiction to those Facilities specified by the SBWMA, except as provided in Sections 2.08 and 2.09 of the Uniform Franchise Agreement, Exhibit D hereto, for a period of time whieh shall minimally be until Peeember- 2019 O Heh f;,.•th ff .,..lain. VI of time necessary to repay any revenue bonds Lill lf. issued by the SBWMA. c. The authority to set rates sufficient to provide for the financing and operation of the SBWMA Facilities. d. The authority, by law, to 62149r. ;;,tA amend this Joint Powers Agreement (JPA). Founding Members. AThe Founding Members of the SBWMA shall yr-en@ whe has joined on the formation of the SBWMA on December 9, 1999. Founding MoY.. be!-S and are listed as such in Exhibit A and B hereto. 6.3 Membership. A Member shall, on joining the SBWMA, elect whether to be an Equity Member or a Non -Equity Member. a. An Equity Member shall have all of the rights and liabilities of a Member of the SBWMA. An Equity Shah' be a- Fein - A,4pa4beF A-"e and shall pay the equity equalizing fees and payments imposed as a condition of membership. Only an Equity Member shall have the right to vote on any matter before the Board and on any matter to be voted on by a Member except as provided in Section 6.3(b). b. A Non -Equity Member shall not be required to pay an equity equalizing payment, and shall not have the rights and liabilities of Equity Members, particularly under Section 15 Withdrawal and Section 16 8* Termination of the JPA. The Non -Equity Member shall. however, direct its flow of Solid Waste, Recyclable Material, and Plant Material to the Facilities subject to the DocuSign Envelope ID: 2DDC3360-C745-4C90-BD93-653B14CDB33F exception in Exhibit D hereto, and comply with the terms of the JPA with respect to the flow of Solid Waste, Recyclable Material, and Plant Material. The Non -Equity Member shall be entitled to participate in Board Meetings and activities, and receive all notices and information. However; it shall not be entitled to vote on any matter before the Board, or on any other matter unless the right to vote is expressly provided for the Non Equity MeffibeFin Section 6.3(d). c. Exhibit A hereto shall designate Equity Members and Exhibit B shall designate Non -Equity Members. 6.2 All Members. LILEquity Members and Non -Equity Members shall, during the term of this Agreement, equally have the right to direct the flow of Solid Waste, Recyclable Material, and Plant Material to the Facilities. With respect to the Uniform Franchise Agreement all Equity and Non -Equity Members shall have the right to participate in Board deliberations and negotiations and to vote on all matters, including rates, that are contained therein. ARTICLE 7. POWERS 7.1 SBWMA Powers. The SBWMA is authorized, but is in no way required, to act in its own name on any or all of the following matters, as each Member could act separately, and as it deems in the best interest of its Members, to the extent permitted by any and all applicable laws, codes, ordinances. resolutions and regulations: a. Acquire, construct, finance, refinance, operate, regulate, and maintain Facilities. b. Acquire, improve, hold, lease.. and dispose of real and personal property of all types. c. Enter into agreements to operate Solid Waste, Recyclable Material, and Plant Material Transfer, Transport and Processing Facilities. d. Plan. study, and recommend proper and appropriate Solid Waste, Recyclable Material. and Plant Material Transfer. Transport, and Processing management practices. Research and study issues related to Solid Waste Generation. Collection, Transfer, Processing, Diversion, and Disposal, including but not limited to source reduction, FL' usereuse, Recycling, and recovery. e. Resolve disputes between the public and any entities providing Solid Waste, Recycling Material. and Plant Material Transfer, Transportation, and Processing services. f Plan, design, and implement programs that address CIWMA transfer, processing, and diversion requirements. g. Educate the public as to Solid Waste, Diversion, and Recycling matters. h. Provide for or enter into agreements to provide for financial, engineering, legal, audit, and any other professional services supporting any of the SBWMA's programs including, but not limited to, Solid Waste, Recyclable Material, and Plant Material Transfer, Transport. and Processing Facility operations and Disposal. Stich agreements can be made with any Person. including any Member. i. Apply for, accept, and receive grants, gifts, donations, advances, and contributions. DocuSign Envelope ID: 2DDC3360-C745-4C90-BD93-653B14CDB33F j. Hire agents and employees. k. Sue and be sued in its own name. 1. Incur and discharge debts, liabilities, and obligations. m. Issue bonds or notes and associated covenants, for designated purposes, subject to the provisions and limitations of the California Government Code. n. Issue and receive loans. o. Establish rates and fees at Solid Waste, Recyclable Material, and Plant Material Transfer, Transport, and Processing Facilities. p. Require Members to pass -through the cost of the SBWMA's operations to the rates assessed on Facility users. q. Adopt, as authorized by California law, ordinances and resolutions necessary to carry out the purposes of this Agreement. r. Enter into Franchise Agreements for use of the Transfer Station and payment of a Franchise fee. s. Require Members to direct all of their Solid Waste, Recyclable Materials, and Plant Materials generated and Collected by Collectors within their respective boundaries to the Facilities, except as provided in Exhibit D hereto. Sections 2.08 and 2.09. 7.2 Pursuant to California Government Code 0509, these Powers are subject to the restrictions applicable to the County of San Mateo. so lone as the County of San Mateo remains a Member. Should the County of San Mateo withdraw, the Members shall. at that time. designate another Member as required by California Government Code §6509. ;4-.47.33 The following powers require the approval of two-thirds of the Members as would be required under Article 17 for an amendment to this JPA Agreement: a. Acquisition of real property b. Disposal or transfer of any interest in real property c. Entering into or amending Franchise Agreements for the operation of the Facilities d. Issuance of bonds or notes, or the refinance of such bonds or notes. ARTICLE 8. GOVERNANCE 8.1 Board of Directors. The SBWMA shall be governed and administered by a Board of Directors composed of one Director from each Member. The Board shall exercise all powers and authority on behalf of the SBWMA. Each Member must select its Director of and an t-he Alternate Director' s designee alto. ate from among the Member agency's elected governing body 8.2 Tenure. Each Director shall hold office from the first meeting of the Board after appointment by the Member until his or her successor is selected by the Member or until the Director no longer sere es on the Member's governing body. 8.3 Compensation. Directors shall receive nocompensationfrom the SBWMA for serving on the Board. The SBWMA may reimburse Directors for reasonable expenses necessarily incurred on the Board's behalf, with prior approval of the Board. 8.4 Member Mergers. If any Member merges with another public entity, the successor public entity shall have one (1) Director position on the Board. 8.5 Chair. The Board shall annually select a Chair, by a vote taken in accordance with Section 10.8 of this Agreement. who shall serve without compensation at the pleasure of DocuSign Envelope ID: 2DDC3360-C745-4C90-BD93-653B14CDB33F the Board. The duties of the Chair include, but are not limited to the following: a. Conductina-s Board meetings; b. Reviewing and settin: meeting agendas with the Executive Director: and C. Signings any and all SBWMA official documents. 8.6 Vice Chair. The Board shall annually select a Vice Chair, by a vote taken in accordance with Section 10.8 of this Agreement, who serves without compensation at the pleasure of the Board. The Vice Chair shall act in the absence of the Chair. with full powers of the Chair. SBWMA,8.7 Finanee D*r-eeter. The BE)afd shall fieleet, by a vote taken iR aeeE)FdaHeL- With c6505 of seq a. RepeFts to the Chair on any and all SBWN4A finaneial fflatters. ,I b. -�S� r^ �the S R [7Lr + rr-n A's tF d r...�l l e cas'cite�crcvircrvzrcr. 7 d. Makes any and all. SR\AIAA A estments using, sound and r. Ude.,t ate+ is-i-ii c. payment sehedule as paFt ef the Revenue Bonds. as may be FequiFed by the Revenue Bonds o D id all e any other instruffleSts. h p..o..,RFeS . ithitl e hundred twenty (120) Flays after- the elesta ceaeh !~:. eal Yeaf.. an •,1 F:R Eieal FL-f3O4FefleeetiHg—CR[ot�A-nzAr-fianeial aeetiyity. Stle- epelFatiOR is performed by o is RtFaeted j. Causes the annual finaneial r -Hd:ted I„• ., independent f c-Ftified Deli-crolie Aeeountante�rrc�r12i7 r affently licensed t6pracfiee in the State -e Camcmn-Fcr. b the asseeiated b etnent lett F. to the Board at the fiFSt ..,.lIedHlod Board meeting subsequent to the release of tl,� audit Fepoi4. 8.78 Other Officers. The Board may create or eliminate other officers not specifically mentioned in Sections 8.5-8.6 of this Agreement from time to time; as the Board deems necessary, upon majority vote. Such officers shall serve without compensation. 839 Employee Status. None of the officers, agents, or employees employed or hired by the SBWMA shall by reason thereof become officers, agents. or employees of any Member. The SBWMA may contract with any Member for any services, upon a vote in accordance with Section 10.8 of this Agreement; however, none of the Persons whose services are supplied by a Member shall by reason thereof become an employee of the SBWMA. 8.944 Lecutive Director. The of axeeutive Directer is erected. The Executive Director is appointed by the Board and serves at the will of the Board. The duties of the Executive Director include. but are not limited to the following: DocuSign Envelope ID: 2DDC3360-C745-4C90-BD93-653B14CDB33F a. ^sip Cap: .,, any and all meeting agendas. ineluding to be prepared in compliance with noticing requirements and ',.,,bons as provided under California Government Code §54950-54962 (Brown Act). b. wises Causing, accurate minutes and records to be taken of all meetings in accordance with California law, including but not limited to California Government Code §54957.2 et seq. c. .Appointing. removein;, promoteing, demoteing, supervisein,- and determinein compensation of any and all SBWMA employees in accordance with Board approved salary ranges. d. Manage5in any and all SBWMA contracts or agreements, ineluding but no e. Approve -sing any and all SBWMA payments in conformance with Board approved appropriations. f. Attendsi'na all Board meetings. g. Preparesing and submitstino to the Board an annual budget. h. Performsjn such other duties as the Board shall require. 8.940.1 The Executive Director shall be bonded with a corporate surety to be approved by the Board. 8.944).2 The Executive Director shall receive such compensation as the Board shall from time to time determine. ARTICLE 9. VACANCIES 9.1 Director Vacancies. Should a vacancy occur on the Board due to the se -r iiir@r—DiFeeter with the Ma ibci Shall. the Member's Alternate Director shall continue to temporarily assume the duties of the former Director until such time as the Member appoints a permanent Director. Stteh iempaffiry Difee During the temporary period. the Alternate Director shall have the full powers and authority of a Pffmainent Director. 9.2 Officer Vacancies. Should a vacancy occur among any officer authorized in Article 8 of this Agreement, the Board shall elect a new officer at is next scheduled Board meeting. ARTICLE 10. MEETINGS 10.1 Regular Meetings. The Board shall schedule by Resolution regular monthly meetings during each Fiscal Year. 10.2 Special Meetings. Special meetings of the Board may be called in accordance with provisions of the California Government Code §54956. 10.3 Notice of Meetings. All meetings of the Board shall be held subject to the provisions of California Government Code §54950-54962 (Brown Act) and other applicable laws of the State of California. 10.4 Meeting Location. All meetings of the Board must be held within the Service Area at a location determined by the Chair. except that the Board may hold a special meeting outside the Service Area upon an affirmative vote in accordance with Section 10.8 of this Agreement. 10.5 Minutes. The Chait..-hall e e the taking and keeping �cm-Minutes of all Board meetings shall be prepared and thereafter approved by the Board at a subsequent Board meetinLl. DocuSign Envelope ID: 2DDC3360-C745-4C90-BD93-653B14CDB33F PFempfly after each meeting, the ChaiF ShOil eatise a eepy of the minutes t8 W fl�'a!FEIL-d to eaeh wi 909- eidi ala r 11,OF r F 10.6 Quorum. A majority of the Directors shall constitute a quorum for the transaction of business of the Board, except that Directors constituting less than a quorum may adjourn any meeting. 10.7 Voting Rights. Each Member is entitled to cast one vote on any matter presented to the Board for a vote. 10.8 Voting Requirement. The vote of two thirds (2/3) of the Directors present shall constitute the act of the Board, unless otherwise provided in this Agreement. 10.9 Conduct of Meetings. Meetings of the Board shall be conducted by the Chair, or in the Chair's absence by the Vice Chair. In the absence of both the Chair and the Vice Chair, meetings shall be conducted by the Director in attendance who represents the largest Member 4y, with the largest population. ARTICLE 11. BYLAWS 11.1 Bylaws. The Board from time to time may adopt and amend bylaws for the conduct of its affairs. provided that they are consistent with this Agreement and are necessary and appropriate in order to carry out the SBWMA's purpose. ARTICLE 12. FUNDING 12.1 Debts and Liabilities. The SBWMA's debts, liabilities, and obligations shall not be debts, liabilities, or obligations of any of the Members, and each Member's obligation hereunder is expressly limited only to the appropriation and contribution of such funds as may be levied pursuant to this Agreement or as the Members hereto may agree. 12.2 SBWMA Activities. Unless otherwise authorized by the Board. all costs associated with SBWMA activities shall be paid by the Facilities' users. The SBWMA shall be solely responsible for determining the amount of any charge to recover these pass -through costs. The Members hereby agree to pass any such charge as approved by the SBWMA, to users as part of the Solid Waste, Recyclable Material, and Plant Material and Transfer and Transport and Processing rate, without reduction. limitation, offset or adjustment of any kind. 12.3 SBWMA Records and Accounts. The Executive Director shall appoint an SBWMA employee to serve as Treasurer. Tile Fifla eO DiFe to Treasurer shall maintain accurate and correct books of account showing in detail revenues and expenditures, together with supporting documentation including, but not limited to. receipts, invoices. and vouchers for SBWMA financial transactions. The Treasurer shall: a. Report to the Board on any and all SB11 NIA financial matters b. Serve as the SBWMA's treasurer and controller. c. Receive and account for any and all SB11 %MA revenues. J. Make anv and all SBk1'[VIA investments as directed by the Board usincy Sound and prudent investment practices. e. Disburse and account for anv and all SBWMA funds. F. Issue or cause to be issued all Revenue Bond payi ents. according to the payment schedule as part of the Revenue Bonds. s Maintain anv and all reserves. as may be required by the Revenue Bonds or anv other instruments. 11. Prepare. within one hundred twenty (120) days after the close of each DocuSign Envelope ID: 2DDC3360-C745-4C90-BD93-653B14CDB33F Fiscal Year, an annual financial report reflecting SBWMA financial activity, including activity associated with the operations of the Facilities. whether such operation is performed b% the SB1\'NI.A directly or is contracted. i. Prepare other financial statements and reports for the SB4VMA. a needed. L Cause the annual financial report to be audited by an independent Certified Public Accountant (CPA) currently licensed to practice in the State of California. k. Present the annual audit report, including the associated management letter. to the Board at the first scheduled Board mcetin« subse vent to the release of the annual audit report. 12.4 Facilities Records and Accounts. The Fin nee n:.a Treasurer shall maintain or cause to be maintained accurate and correct books of account of the Facilities' operations showing in detail revenues and expenditures, together with supporting documentation including but not limited to, receipts, invoices. and vouchers. 12.5 Revenue Bond Payments. The revenue stream pledged to the Revenue Bonds may in no way be used for any purpose other than to make payment on the indebtedness associated with those bonds. Such revenues are not in any way considered revenues to the ^s Members and may not be used for any other purpose unless and until such Revenue gene Bonds are defeased or repaid in full. 12.6 Franchise Fee Payments. Monthly, SBWMA shall distribute to the City of San Carlos, from funds received from Contractor, one twelfth (1/12th) of the annual franchise fee agreed to by the SBWMA and the City of San Carlos for the operation of the Facilities. 12.7 Priority of Distribution of Funds Received by SBWMA. Monthly. the SBWMA shall receive funds from the Contractor of the Facilities under Section 6.04 of the Agreement for the Operation of the South Bayside Waste Management Authority's Transfer Station and Recyclery. The SBWMA shall distribute the funds received in accordance with the following priority: a. Debt Service Payments. b. Contributions to Reserves. c. Management Costs. d. Payment of Franchise Fees to the City of San Carlos. e- Such other distribution as authorized by the Board. ARTICLE 13. SBWMA ADMINISTRATION POWERS 131 Assertion of Authority. The Members shall not engage in any action that would duplicate, circumvent, by-pass, or supersede the SBWMA's powers, as expressed in this Agreement. 13.2 Facility Operator. The Members agree that the SBWMA shall have sole authority to operate or contract for the operation of the Facilities, and have sole authority to direct the delivery of all or a portion of each Member's Solid Waste. Recyclable Material, and Plant Material to the Facilities, except as provided in Exhibit D hereto. No Member shall take any action in any manner inconsistent with the terms of this Agreement. 13.3 Operating Records. The SBWMA will cause the Facilities' Ccontractor to maintain accurate, timely, and complete records of operations at the Facilities, as necessary to DocuSign Envelope ID: 2DDC3360-C745-4C90-BD93-653B14CDB33F comply with any CIWMA or other State requirements, or this Agreement. 13.4 Operations Reporting. The SBWMA shall cause the Facilities' Contractor to compile information and report on any of its Facilities operations, in accordance with the C1 WMA and this Agreement. 13.5 Solid Waste Reporting. The SBWMA shall cause the Facilities' C-contractor to compile and report to the CIWMA and other State of California agencies data on Solid Waste accepted at the Facilities, all on behalf of the Members. 13.6 Require Compliance With Laws. The SBWMA shall require the Facilities C-c:ontractor to operate said Facilities in compliance with all Federal. State, and local laws, Environmental Laws, guidelines, and regulations. as may exist, or as may exist from time to time. 13.7 Bond Payment Review. The SBWMA shall at least annually review the Revenue Bond payment history and payment projections to the end of bond repayment. 13.8 Bond Management. The SBWMA shall periodically consider defeasing the Revenue Bonds and refinancing any existing debt to the economic benefit of the Members, as market conditions allow. 13.9 Bond Reserves. The SBWMA shall maintain at least the minimum reserve fund requirements specified in the Revenue Bond covenants. 13.10 Asset Reserves. The SBWMA shall establish and maintain an asset replacement reserve fund at a level at least adequate to finance appropriate and ordinary asset replacement at the Facilities. 13.11 Annual Inspection. At least annually, the SBWMA shall inspect or cause to be inspected by a qualified and licensed civil engineer all of its Facilities including all property, land. equipment, and other items owned by the SBWMA. 13.12 Attributing Solid Waste. The SBWMA shall establish a fair and equitable method of attributing Solid Waste, Recyclable Materials, and Plant Materials to the Members that are delivered to the Facilities. 13.13 Miscellaneous. The SBWMA may operate programs, conduct analyses, and perform studies from time to time, all in support of the purposes under this Agreement, as the Board so approves. 13.14 Member Cooperation. Members agree to cooperate in the accumulation of information supporting goals approved by the Board, as provided in this Agreement. ARTICLE 14. PENALTIES 14.1 Apportionment of Penalties. Any penalties assessed by regulatory authorities against the SBWMA shall be paid by the SBWMA. ARTICLE 15. WITHDRAWAL FROM SBWMA 15.1 Withdrawal Conditions. A Member may not withdraw from the SBWMA unless and until that Member achieves the follow in a. The liquidation in full of its proportion of any and all existing debts obligations, and liabilities incurred, earned, or expected to be earned by the date of withdrawal, including but not limited to the Revenue Bonds, as determined by the Board. b. The provision to the SBWMA of a written notice of intent to withdraw from the SBWMA at least six (6) months prior to the end of the current Rate Year. DocuSign Envelope ID: 2DDC3360-C745-4C90-BD93-653B14CDB33F specifying the date on which the Member intends to withdraw. c. The approval of such withdrawal by a four fifths (4151 affirmative vote of Equity Members. ARTICLE 16. TERMINATION 16.1 Termination Requirements. This Agreement may only be terminated by consent of all Equity Members, and upon full and complete liquidation of all liabilities, including, but not limited to, the Revenue Bonds. Upon the date of termination (hereinafter "Termination Date"), payment of any and all obligations and division of any and all assets of the SBWMA shall be conducted subject to the then -applicable requirements of the law (currently California Government Code §6511 et seq.), pursuant to the following: a. In the event of termination of the SBWMA where there is a successor public entity that will conduct all of the activities of the SBWMA and will assume all of its obligations, any and all SBWMA assets and liabilities remaining upon tennination of the SBWMA shall be transferred to the successor public agency. b. If there is no successor public agency that would conduct the SBWMA's activities, all assets and liabilities shall be apportioned to each Member in proportion to the contribution of each current Member's ratepayers' total contribution during the Term of this Agreement. A reference to ratepayers' contribution means payment of Collection fees under each Member's respective Uniform Franchise Agreement. c. If there is a successor public agency that would conduct some of the SBWMA's activities, then the Board shall allocate the SBWMA's assets and liabilities between the successor public agency and the Members. In this case. the Members' portion of the allocation shall be allocated based on Section 16.1(b). d. In the event the SBWMA is terminated under circumstances falling within (b) or (c) above, all decisions of the Board with regard to determinations of amounts to be transferred to the Members or any successor shall be final. e. The obligations of the SBWMA terminate on the Termination Date, and each Member shall pay all amounts owed to the SBWMA prior to that date. In the event of default by a Member with regard to payment of amounts due, the obligation to pay all sums due to the SBWMA shall survive and remain in full force after the Termination Date. f. By unanimous agreement of Equity Members, Equity Members may dispose of. divide. distribute, or return assets on a basis different from that established in this Section 16.1. ARTICLE 17. AMENDMENTS t7.1 Amendment Requirements. Subject to all legal obligations of the SBWMA, this Agreement may be amended by one or more supplemental agreements executed by a vote of two thirds (2/3) of all Equity and Non -Equity Members of the SBWMA. 17.2 Signature Requirements. Signatures shall not be required on any effective amendment by those Members. if any, whose Directors did not approve the amendment; however. such Members shall nonetheless be bound by the amendment as if it were approved by DocuSign Envelope ID: 2DDC3360-C745-4C90-BD93-653B14CDB33F all Members - ARTICLE 18. FILINGS 18.1 Filing with Secretary of State. The Chair shall cause to be filed all required notices with the California Secretary of State, in accordance with California Government Codes §6503.5 and 53051. ARTICLE 19. NOTICES 19.1 Notices to AgeeeiesMembers. All notices to the Ageneies Members shall be deemed to have been given to the AA'geneies Members when mailed, postage prepaid by United States mail. or when hand delivered to the governing body of each Ageney Member during usual business hours at the principal office, or to the person apparently in charge of that office. 19.2 Notices to SBWMA. All notices to the SBWMA shall be deemed to have been given to the SBWMA when mailed postage prepaid by United States mail, or when hand delivered to each of the Chair, Vice Chair, and Executive Director of the SBWMA during usual business hours at the principal office, or to the Person apparently in charge of that office ARTICLE 20. SUCCESSORS AND ASSIGNMENTS 20.1 Assignments. This Agreement shall be binding upon and shall inure to the benefit of the successors of any Member. No Member may assign any right or obligation hereunder without the written consent of all other Members. ARTICLE 21. SEVERABILITY 21.1 Severability. If any provision of this Agreement or its application to any Person or circumstances is held invalid or illegal by a final judgment of a court of law in the State of California, the remainder of this Agreement and the application of the provisions to other Persons or circumstances shall not be affected. ARTICLE 22. ARTICLE HEADINGS• 22.1 Headings. All sections headings contained in this Agreement are for convenience and reference only. They are not intended to define or limit the scope of any provision of this Agreement. THEREFORE THE AGENCIES LISTED IN EXHIBITS A AND B HERETO AND EXECUTING THIS AGREEMENT BY SIGNING EITHER AS AN EQUITY MEMBER IN EXHIBIT A OR NON -EQUITY MEMBER IN EXHIBIT B HEREBY ENTER INTO THIS AGREEMENT. DocuSign Envelope ID: 2DDC3360-C745-4C90-BD93-653B14CDB33F TOWN OF ATHERTON EXHIBIT A EQUITY MEMBERS CITY OF BELMONT BY: BY: TITLE: TITLE: CITY OF BURLINGAME CITY OF EAST PALO ALTO BY: BY: TITLE: TITLE: CITY OF FOSTER CITY TOWN OF HILLSBOROUGH BY: BY: TITLE: TITLE: CITY OF MENLO PARK CITY OF REDWOOD CITY BY: BY: TITLE: TITLE: CITY OF SAN CARLOS CITY OF SAN MATEO BY: BY: TITLE: TITLE: WEST BAY SANITARY DISTRICT COUNTY OF SAN MATEO BY: BY: TITLE: TITLE: DocuSign Envelope ID: 2DDC3360-C745-4C90-BD93-653B14CDB33F EXHIBIT B NON -EQUITY MEMBERS NONE DocuSign Envelope ID: 2DDC3360-C745-4C90-BD93-653B14CDB33F EXHIBIT C DEFINITIONS Unless the context otherwise requires. capitalized terms used in this Agreement will have the meanings specified below in this Exhibit C. Act "Act" means the California Joint Exercise of Powers Act (California Government Code §6500 et. seq.). f a 'vier- the SBWN4A. Agreement "Agreement" means this joint exercise of powers agreement, as it may be amended from time to time. Board "Board" means the governing Board of Directors of the SBWMA, comprising one Director from each of the Members, as described in Article 8 of this Agreement. Chair "Chair"' means the SBWMA Chair of the Board, as described in Section 8.5 of this Agreement. CIWMA "CIWMA"' means the California Integrated Waste Management Act of 1989 (California Public Resources Code §40000 et seq.), and all regulations adopted under that legislation. as that legislation and those regulations may be amended from time to time. L CIWMA Board '*CIWMA" means the California Integrated Waste Management Board, created under the provisions of the CIWMA. whose duties include implementing the CIWMA. Collect/Collection "Collect/Collection" means to take physical possession, transport and remove Solid Waste, Recyclable Materials, and Plant Materials within and from the Service Area. Collector "Collector' means a private organization which holds a franchise from an Agency for Solid Waste Collection. y Contractor "Contractor" shall mean the entity the SBWMA contracts with to operate the Facilities. County "County" means the County of San Mateo, California DocuSign Envelope ID: 2DDC3360-C745-4C90-BD93-653B14CDB33F Director "Director" means the appointed representative from each Member who serves on the governing Board of Directors. Disposal "Disposal" means the ultimate disposition of Solid Waste received by Collector at a landfill in Full Regulatory Compliance. Diversion "Diversion' means the separation of materials from the overall Solid Waste stream and whose disposition is for reuse or Recycling and not landfill disposal. Effective Date "Effective Date" means the PffQe-4jkoe date of on which this Agreement.., hi h is Deee . beF ° 4 W is executed by two-thirds (2/3) of the Equity Members.. as provided in Section 4.1. Environmental Laws "Environmental Laws" means all federal and state statutes; and all county, local, and Agency ordinances concerning public health, safety, and the environment including, by way of example and not limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980. 42 U.S.C_ §9601 et seq.: the Resource Conservation and Recovery Act, 42 U.S.C. §6902 et seq.; the Federal Clean Water Act. 33 U.S.C. § 1251 et seq.; the Toxic Substances Control Act, 15 U.S.C. §1601 et seq.: the Occupational Safety and Health Act, 29 U.S.C_ §651 et seq.; the California Hazardous Waste Control Act; California Health and Safety Code §25100 et seq.; the California Toxic Substances Control Act, California Health and Safety Code §25300 et seq.; the Porter -Cologne Water Quality Control Act, California Water Code §13000 et seq.; the Safe Drinking Water and Toxic Enforcement Act, California Health and Safety Code §25249.5 et seq.; the California Integrated Waste Management Act, California Public Resources Code §40000 et seq.. as currently in force or as hereafter amended, and all rules and regulations promulgated thereunder. Executive Director "Executive Director" means the person appointed by the Board as the executive officer and director of the SBWMA. Facility/Facilities "Facility/Facilities" means any plant or site. existing or planned" owned or leased. and constructed. maintained. operated, or used for purposes of performing under this Agreement. As of the Effective Date, the Facilities are the San Carlos Transfer Station and the San Mateo Recyclery, located at 225, 229, and 333 Shoreway Road, in San Carlos, California. Fiscal Year "Fiscal Year' means the period commencing on each July t and ending on the following June 30. DocuSign Envelope ID: 2DDC3360-C745-4C90-BD93-653B14CDB33F Founding Member "Founding Member-' means any one of the public entities listed in Exhibit A and B attached hereto. Franchise "Franchise" means the special right granted by the Agencies to operate a public utility for Solid Waste Collection and Processing services within the Service Area. Full Regulatory Compliance "Full Regulatory Compliance" means compliance with all applicable permits for a Facility such that the Contractor will at all times maintain the ability to fully comply with its obligations under this Agreement. Legislation "Legislation" means any code, ordinance, resolution, or any other forms or enactment of the Agencies or any Member which now exists or which may hereafter be adopted which constitutes law or regulation. Member "Member"' means any one of the public entities listed in Exhibit A (Equity Members) or Exhibit B (Non -Equity Members) attached hereto, and any public entity that becomes a New Member in accordance with Section 6.3 of this Agreement. Person "Person' means any individual, firm, association, organization, partnership, corporation, business trust, joint venture, special purpose district, town. city, county, state, or the United States. Plant Materials "Plant Materials" means a subset of Recyclable Materials consisting of grass cuttings. weeds, leaves, prunings, branches, dead plants, brush, tree trimmings, dead trees (not more than six [61 inches in diameter), and similar organic materials generated at residential, commercial. industrial, and institutional properties within the Service Area, separated and set out for Collection, processing. and Recycling. Plant Materials does not include materials not normally produced from gardens or landscapes, such as, but not limited to, palm fronds, brick, rock, gravel, large quantities of dirt, concrete, sod, non -organic wastes, and oil. Diseased plants and trees are also excluded from Plant Materials. Process/Processing "Process/Processing" means the Recycling. reuse, reformation. reconstituting, or otherwise manipulation of Solid Waste in preparation for its ultimate use or disposal. Rate Year "Rate Year' means the period commencing on January 1 and ending on the following December 31. y DocuSign Envelope ID: 2DDC3360-C745-4C90-BD93-653B14CDB33F Recyclable Materials "Recyclable Materials" means discarded materials that are re -used, re -manufactured, or processed. Recycling "Recycling" means the process of collecting, sorting, cleansing, treating and reconstituting discarded materials which meet the quality standards necessary to be re -used, re -manufactured. or processed. The Collection, transportation, or disposal of Solid Waste not intended for, or capable of. reuse is not Recycling. Revenue Bonds "Revenue Bonds" meansBayside AatheFity (Saii Mateo County. Galifernia) Solid Waste System RevellUe BOOEIS. Sefil-'S �, . _ Enterprise Revenue Bonds issued to finance or refinance costs of improvements to the Facilities and related costs. As. of the execution of the Third Amendment and Restatement of this Agreement. the two most recent of these issuances. which were simultaneously approved. were known as the South Baysidc Waste Management Authoriri Solid Waste Enterprise Refunding Revenue Bonds. Series 2019A and the South Bayside Waste Management Authority Solid Waste Enterprise Bonds_ Series 2019B. SB WMA "SBWMA" means the South Bayside Waste Management Authority, a joint powers authority created under Government Code §6500 et seq. by this Agreement. SBTSA "SBTSA" means the South Bayside Transfer Station Authority, a joint powers authority created in 1982. Service Area "Service Area" means the collective territory within, and, if applicable, outside the Member's boundaries with respect to which the Member exercises franchising authority for the Collection of Solid Waste, Recyclable Materials, and Plant Materials which territory is shown on a map on file in the office of the Chair, to which reference is hereby made for the description of said area. Solid Waste "Solid Waste"' means all putrescible and nonputrescible solid, semisolid, and liquid wastes, as defined in California Public Resources Code §40191, as that section may be amended from time to time. For the purposes of this Agreement. solid Waste does not include abandoned vehicles and parts thereof, Hazardous Waste or low-level radioactive waste, medical waste, Recyclable Materials, or Plant Materials. Term "Term" means the period of time specified in Article 4 of this Agreement. Transfer "Transfer" means the process of transferring Solid Waste from collection vehicles to transfer vehicles. DocuSign Envelope ID: 2DDC3360-C745-4C90-BD93-653B14CDB33F Transport "Transport" means the transportation of Solid Waste in either collection or transfer vehicles. Uniform Franchise Agreement "Uniform Franchise Agreement-" means the franchise agreement negotiated by the SBWMA with a selected contractor. for the Collection of Solid Waste, Recyclable Materials, and Plant Materials in each Agency, as amended. At the time of the Third Amendment and Restatement of this Agreement, the contractor was Recology San Mateo. DocuSign Envelope ID: 2DDC3360-C745-4C90-BD93-653B14CDB33F EXHIBIT D EXCEPTIONS TO THE SBWMA POWER TO DIRECT MEMBERS' SOLID WASTE, RECYCLABLE MATERIALS, AND PLANT MATERIALS TO THE FACILITIES The following sections are excerpts from the Uniform Collection Agreement adopted by SBWMA member entities and details the exceptions to the SBWMA's power to direct Members' Solid Waste, Recyclable Materials, and Plant Materials to the Facilities: 2.07 Scope of Franchise. Subject to Section 2.08, the Franchise granted to Contractor shall be exclusive for all Solid Waste, residential Recyclable Materials and residential Plant Materials generated in the Service Area, except where otherwise precluded by Federal, State and local laws and regulations or where other current programs provide for Collection and handling of Household Hazardous Waste. 2.08 Limitations to Scope. The Agreement for the Collection, transportation, processing, and Disposal of Solid Waste, residential Recyclable Materials, and residential Plant Materials granted to Contractor shall be exclusive except as to the following materials listed in this Section. The award of this Agreement shall not preclude the categories of Solid Waste. Recyclable Materials and Plant Materials listed below from being delivered to and Collected and transported by others provided that nothing in this Agreement is intended to or shall be construed to excuse any Person from obtaining any authorization from Agency which is otherwise required by law: a- Other recyclers shall maintain the right to charge a fee, to Collect without a fee. to accept donated Recyclable Materials and to pay the service recipient for Recyclable Materials for the Collection of Source Separated Recyclable Materials and Plant Materials from commercial, industrial, multi -family- and institutional generators located in the Service Area. For the purposes of this Agreement, Source Separated loads are loads that consist of less than 10% by weight or volume of Solid Waste, whichever is less. It will be the responsibility of Contractor to provide enforcement of this provision. If Contractor can document that other recyclers are servicing Collection Containers that contain less than 90% Source Separated Recyclable Materials or Plant Materials, it shall report the location and the name of the recycler to the Agency and the SBWMA, along with Contractor's evidence of the violation of the exclusiveness of this Agreement b. Solid Waste, Recyclable Materials, and Plant Materials, which are removed from any Premises by the Waste Generator, and which are transported personally by the Owner or occupant of such Premises (or by his or her employees or a contractor whose removal of the Solid Waste, Recyclable Materials and/or Plant Materials are incidental to the service bein_ performed. 4 c. Recyclable Materials and Plant Materials which are Source Separated at any Premises by the Waste Generator and donated to youth, civic. or charitable DocuSign Envelope ID: 2DDC3360-C745-4C90-BD93-653B14CDB33F organizations; d. Containers delivered for Recycling under the California Beverage Container Recycling Litter Reduction Act, Section 14500, et. seq. California Public Resources Code; e. Plant Materials removed from a Premises by a gardening, landscaping, or tree trimming contractor as an incidental part of a total service offered by that contractor rather than as a hauling service and for no additional or separate fee; f. Non-putrescible Waste from roll-off/debris boxes; g. Animal waste and remains from slaughterhouse or butcher shops for use as tallow; h. By-products of sewage treatment, including sludge, sludge as grit and screenings, and, i. Hazardous Waste and Designated Waste regardless of its source. This grant to Contractor of an exclusive right and privilege to Collect. transport, or process and dispose of Solid Waste, certain residential Recyclable Materials, and certain residential Plant Materials shall be interpreted to be consistent with state and federal laws, now and during the term of the Agreement, and the scope of this exclusive right shall be limited by applicable state and federal laws with regard to the matters contained in this Agreement. In the event that future interpretations of current law or new laws, regulations, interpretations or trends limit the ability of Agency to lawfully provide for the scope of services as specifically set forth herein, Contractor agrees that the scope of the Agreement will be limited to those services and materials which may be lawfully provided and that Agency shall not be responsible for any lost profits or losses claimed by Contractor to arise out or limitations of the scope of the Agreement set forth herein. In such an event, it shall be the responsibility of Contractor to minimize the financial impact to other services being provided as much as possible. 2.09 Additional Services and Modifications to Service. 2.09.1 General. Agency may direct Contractor to perform additional services (including new diversion programs, billing services, etc.) or modify the manner in which it performs existing services. Pilot programs and innovative services which may entail new Collection methods, targeted routing. different kinds of services and/or new requirements for Waste Generators are included among the kinds of changes which Agency may direct. Contractor shall be entitled to an adjustment in its compensation in accordance with Article 6 for providing such additional or modified services. 2.09.2 New Diversion Programs. Contractor shall present: within 30 days of a request to do so by Agency. a proposal to provide additional or expanded diversion services. At a minimum, the proposal shall contain a complete description of the following: a. Collection methodology to be employed (equipment, manpower. etc.). b. Equipment to be utilized (vehicle number, types, capacity, age. etc.). c. Labor requirements (number of employees by classification). d. Type of materials containers to be utilized. e. Provision for program publicity/education/marketing. DocuSign Envelope ID: 2DDC3360-C745-4C90-BD93-653B14CDB33F f. Estimate of the tonnage to be diverted and the methodology for determining that diverted tonnage. g. Five-year projection of the financial results of the program's operations in a balance sheet and operating statement format including documentation of the key assumptions underlying the projections and the support for those assumptions. giving full effect to the savings or costs to existing services. 2.09.3 Agency's Right to Permit Others to Provide Services. Contractor acknowledges and agrees that Agency may permit other Persons besides Contractor to provide additional Solid Waste services not otherwise contemplated under Section 2.07 and 2.08 of this Agreement. If Contractor and Agency cannot agree on terms and conditions of such services in one hundred twenty (120) days from the date when Agency first requests a proposal from Contractor to perform such services, Contractor acknowledges and agrees that Agency may permit Persons other than Contractor to provide such services.