13-130 Agreement, Santa Clara County Recycling and Waste Reduction Technical Advisory Committee (TAC) Reso 13-070RESOLUTION NO. 1 -070
RESOLUTION of THE CITY of CUPERTINO
CREATING THE SANTA CLA.RA COUNTY RECYCLING AND WASTE
REDUCTION TECHNICAL ADVISORY COMMITTEE
WHEREAS, the California Integrated. Waste Management Act, known as "AB
939" (Public Resources .rces Code Section 40000 et sect.) enacted In 1989, required
jurisdictions to divert % of waste from disposal by 200 0, and as amended by
Assembly Bill 341 in 2011 now establishes a statewide goal of diverting 7 5% of solid
waste by 2020; and
WHEREAS, in 1992 the Santa Clara County Board of Supervisors established the
Solid Waste Commission of Santa Clara County to advise city councils and the Board of
Supervisors on countywide solid waste and recycling issues, and in 2001 revised the
name of the Commission to the ".Recycling and Waste Reduction Commission n of Santa
Clara County" "the Commission"); and
WHER EAS, the bylaws of the Commission included establishment of the
Recycling and Waste Reduction Technical Advisory Committee "`the TAC" to provide
technical advice to the Commission on solid waste management and policy, to bring
together a wide spectrum of viewpoints and expertise on countywide solid waste and
recycling issues affecting individual jurisdictions and to assist in development of
policies, and programs as well as revisions to the County Solid Waste Management
Plan/County Integrated Waste Management Flan.; and
WHEREAS f In accordan. ce with the AB 939 provisions for financing solid waste
diversion and planning activities, the County of Santa Clara levies and collects the
Countywide Solid Waste Planning Fee "SWF " on each ton of solid waste disposed at
landfills located within. the County, on toms taken to non -- disposal facilities located
within the County and subsequently transported for disposal to landfills outside Santa
Clara County, and on toms transported directly to disposal facilities located outside
Santa Mara. County, and the revenues from the SW F, along with grants and voluntary
contributions from agencies are used to fund the work of the Commission and the TAB;
and
Resolution No. 13-070
'age 2
WHEREAS, the field of solid waste management and recycling has become much
more complex since the TAC was originally established,
and the City of Cupertino has found it useful and cost - effective to work jointly with
other local jurisdictions through the Commission and the TAC in order to comply with
the increasing number of new laws and regulations; and
WHEREAS, the responsibilities of the TA C have evolved over time to include
recommending, implementing, monitoring, and auditing the funding for existing and
new countywide programs included in the Commission- approved. Annual wor plan
and Budget and these enhanced duties need to be formalized by the cities and the
County; and
WHEREAS, in 2009 the Commission and the TAC appointed an organizational
Study Committee and an organizational Study Subcommittee, respectively, and
retained the services of Arroyo Associates to evaluate the organizational structure of the
countywide integrated waste management system., programs, staffing and services; and
WHEREAS, the Commission held a public meeting in May 2012 to discuss the
recommendations of the organizational Study with the TAC and members of the public
and directed the T'AC to prepare an agreement between all the agencies in Santa Clara
County that are responsible for AB 939 compliance (all cities and the County) to clarify,
enumerate and memorialize the expanded duties of the TAC and to streamline the
decision-making and reporting functions of the TAB; and
WHEREAS, the Commission reviewed and approved the attached ""Agreement
Creating the Santa Clara County Recycling and waste Reduction. Technical Advisory
Committee" and has recommended the Agreement to the County and to all of the cities
in Santa Clara County for consideration and approval; and
WHEREAS, in accordance with the California Environmental Quality Act
(CEQA), the approval of the attached agreement is categorically exempt pursuant to
Section. 15308; and
WIGS, the City Council of the City of Cupertino has considered the
agreement at a regularly noticed meeting held on August 20, 2013;
Resolution No. 13 -070
Page 3
NOW, THEREFORE, the City Council of the City of Cupertino does hereby find,
resolve and determine as follows:
1. The Agreement Creating the Santa Clara County Recycling and Waste Reduction
Technical Advisory Committee, attached as Exhibit „A" to this resolution, is
hereby approved.
2. The City of Cupertino finds that, with regard to CEQA, the approval of the
attached agreement is categorically exempt pursuant to Section 15308 of the
CEQA guidelines because it is an action taken by regulatory agencies for
protection of the environment.
3. Staff is directed to appoint a representative to serge on the T.0 and to notify the
Commission that the Agreement has been approved..
PASSED AND ADOPTED at a regular meeting of the City Council of the City of
Cupertino this 20th day of August, 2013 by the following vote:
Vote
AYES:
NOES:
ABSENT:
ABSTAIN:
ATTEST:
Members of the City Council
Mahoney, Wong, Chang, Santoro, Sinks
None
None
None
Grace Schmidt, City Clerk
,"", -�" ( —( S
APPROVED:
Orrin Mahoney, Mpor, City of Cupertino
AGREEMENT
CREATING THE SANTA CL.ARA COUNTY
RECYCLING AND WASTE REDUCTION
TECHNICAL ADVISORY COMMITTEE
THIS AGREEMENT, is made and entered into -t l day of Q 0 �
2013 by and between the COUNTY OF SANTA CLARA, a political subdivision of the State of
C llf r i ; CITY OF CAMPBELL, a municipal corporation of the State of Californian CITY O
CUPERTINO, a municipal corporation . f the State of California; CITY OF GI R Y, a municipal
corporation of - th e State of C a lit or i a, CITY OF LOS A LTOSI a m u n ic ip a I corporation of tl
State of California; TOWN OF LOS ALTOS HILLS, a r nl i l corporation of the State of
California; TOWN OF LOS G, S, a municipal corporation of the State of California; CITY OF
MIL ITAS, a municipal corporation of the State of California-, CITY OF MONTE SERE NO,
municipal corporation of the State of California; CITY'OF MORGAN HILL, a municipal
corporation of the State of California, CITY OF MOUNTAIN VIEW, a municipal corporation of
the State of California, CITY OF' PALO ALTO, a municipal corporation of -the State of
California; CITY OF SAN JOSE, a municipal corporation' of the State of California; CITY OF
SANTA CLARA, a chartered municipal corporation of the State of California; CITY OF
S R TOG , a municipal corporation of the State of California; and CITY OF SUNNYVALE,.
municipal corporation of the State of California.
All of the above - mentioned entities are f r* inaft r collectively referred to s "PARTIES" or
in i- i rly as "PARTY."
RECITALS.:.
A. In 1,989., the California' L g.i l t r passed and enacted the California Integrated Waste
Management Act, known 939 ", (Public Resources Code Section 40000 et. seq)
requiring jurisdictions t divert 25% f waste � from'disposal by,1 95 and 5 tw e
from disposal by 2000. AB 939 required each County to develop and periodically update
County Integrated Fasts M'anagement Plan and t o int an AB 939 Local Task
Force..
B. Prior r to 1992, the Solid Waste Committee of the Santa Clara County I nterg-overn r nt l
Council -advised the cities and the County on solid- waste and recycling issues. The
Technical Advisory Commit , also ri in lly convened by the Intergovernmental
Council, provided technical advice to the Solid Masts Committee on solid waste and
recycling issues.
C.. On r- about February 19 92# the Santa- C. I ra Coo nty Board - of Supervisors and the cities
In Santa Clara Ginty designated the Solid 'waste -Committee of the Intergovernmental
Council as the AB 939 Task Force for Santa Clara County,
Q. On February 4, 1992, the Santa Qlara'County Board of Supervisors replaced the
Slid Waste Committee of the Intergovernmental Councif with the solid Waste
Commission of Santa Clara Gaunfiy ("C om m issi on") in order to streamline the
5/6/33 ORIGINAL JUN 0 4 2013
kP 10�-j
TAC MEMORANDUM OF AGREEMENT
decision-making process on solid waste and recycling issues. (ordinance No. NS-
300.495) The powers and duties of the Commission are defined in Chapter Xvi I,
Division A6 of the County of Santa Clara Ordinance -Code.
E. On December 4, 2001, the Santa Clara County Board of Supervisors approved
Ordinance Flo. NS-300.658 changing the name of the Commission to the Recycling and
Waste Reduction Commission of Santa Clara County.
F,, The Commission advises city councils and the Board of Supervisors in Santa Clara
Count on uinty y vide solid .waste and r cyclirng yarning issues and on the County Solid
Waste M.ana ern nt Ilan /County integrated Waste Management Plan.
G. The BY-Laws of the Com i s.l (also approved by the County Board of SLIporvisors on
February 4,-199 2) continued. the existe nce- of the Re cyc Iin and Waste Red u ctio n
Technical Advisory Committee (the "TAC" . The purpose of the TAC wa.s to provide
technical advice to the Commission on solid waste management and policy; to Ting
together a vide spectrum . vi w oints and expertise On countywide solid waste and
. ► 7 J A 7 ■ r i i Y� i +
recycling issues affecting individual' jurisdictions; and to assist rr� dev lo. r nt of policies,
programs and revisions and amendments to co-untywid plans..
H. On an annual basis, the TAC prepares and submits an Annual VVorl plan and Budget for
review and approval by the CoM issiorn# The Commission- approved Annual Wort pl ll i'
then implemented mented by the TAC using funds in the Commission - approved Annual Budget.
In accordance with the AB 939 provisions for financing solid waste diversion and planning
activities, the Count Santa Clara l vies and collects the C nt wid Solid va to
County .
lannln ���� �' ao toy solid � t disposed t landfills located within the
County, on t o taken to non - disposal f diliti located within the county abd
y
subsequently trans orted for disposal to landfills outside Santa -Clara County, and on
tons transported directly to disposal -facilities located outside Santa Clara. County. the
current Svv. F, of $0.78 per ton was established by the County Board' f Supervisors on
May 19, 2009. Fund from the SW are used to fund the activities. and programs of the
Commission and the TAC. In addition, funds from grants, voluntary contributions from
other agencies and other revenue sources are used to fund these activities and
programs. Such funds, including monies from the SWP , are referred to herein as
"Countywide F
J, In 201 , s s e mb ly Bill 341 ("A B 341" eras si g rn ed into law a tabiishin a statewide goal
of div rti�ng % of solid waste from disposal y 2020 and re ir*ing The California
Department of Resources, Recycling and Recovery t.o prepare and su.rnit a plan to ,the
Legislature n or before January 1, 2014 on how to achieve this goal.
K. Since the C as originally established, the field of solid waste management and
recycling has become much more complex and the PARTIES must comply with an
increasing number of law's and re ula. ions. In order to achieve the statewide goal of 5%
diversion man materials currently disposed in landfills must be segregated and
^ 4,9;
C MEMORANDUM OF AGREEMENT
processed at new facilities, and channeled into seful purposes, New infrastructure,
diversion systems and enhanced pr dUcer responsibility measures must be implemented
in order to c mplish this goal.
L Commensurate with changes in the breadth and complexity of the solid waste and
recycling field, the -work and functions of the TAC have evolved overtime to encompass
not only providing advice to the Commission, but also recommending, implementing and
monitoring countywide public education and diversion programs included .i the
Comm Ssi o n - approved Annual Wo rkpI a n and B u dg t where it is cost effective for the
PARTIES to jointly provide such programs,
M. The TAC requires expanded powers and authority to monitor ongoing staffing support for
programs in the Commission-approved Annual Wrin as well as the power and
authority to recommend, monitor and audit the funding for these programs, at the levels
contained in the Commission- approved Annual Budget.
Ni In order to gees these issues, the Commission appointed the Ad Hoe Committee for
C Organizational Study, and the TAC appointed the TAC Ad Hoc Organizationa I Study
Subcommittee. Pursuant to recommendations from these Committees, the County
retained Arroyo Associates in 2 010 to conduct an independent 0 rg a niz ti on aI Study. Th
study eValuated the countywide integrated waste m .n eme t programs and services
and provided operational and organizational recommendations t enhance the efficiency
and effectiveness of the countywide solid waste mana-gement system. The
Commission's d Hoc Committee held a meeting on Mai. 29, 2012 with representatives
of the TAC and the public to discuss the recommendations of the Organizational Study
.arid options for restructuring the operating parameters of the TAG,
0, The purpose. of this Agreement is to i ' plement the recommendations of the
Commission's Ad H Committee
an the TAG Ad Hoc. Su.boommittee to revise. t
functions, pr, membership, structure and duties cif tine TAC to make these consistent
with the m6nner in which the TAC rr r'tl un tlo'n hd to simplify the reporting
relationship between the Commission and the TAC. � ucn changes are desired by the
PARTIES in order to. facilitate countywide and regional approaches for meeting the
statewide goal of 5% diversion articulated in AB 341; remaining In compliance with the
existing requir.ements of AB 939, SB 1016 and all other state and federal laws and
regulations., and planning for the goal of zero waste in the future.
NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS,
lw PURPOSES AND FUNDING
The Beata Clara County Recycling rid Waste Reduction Technical Advisory Committee
"TAT ". is hereby established to replace the Recycling and Waste Reduction Technical
Advisory Committee referred to in Article V of the Commission Bylaws dated October
2001.
A. Purposes, The pUrpos s of'the TAC are:
516113
C MEMORANDUM OF AGREEMENT
1. To impleme 'nt the Comm ission- approved Annual Wor Rudget; l n and
2. To advise the Commission and the decision - tasking bodies of all PARTIES on
technical and policy issues related to solid waste management and recycling inidin
plans to achieve the statewide AB 341 -goal of 5% diversion by 2020 and plans for
working toward the goal of zero waste ;.
3. To bring together a wide spectrum of viewpoints and expertise to focus on
countywide solid waste n n gement, issues affecting individual communities, and solid
waste and recycling issues affecting public. environmental health;
4. To assist in development of policies, programs and revisions and amendments
to countywide- tans that can meet countywide needs and, thus, .receive oo ntywi
approval;
6* To provide- a forum for exchange of solid waste, recycling, co m posti n9 and
other diversion information.;
6, To inform the 'PARTIES' respective nods and jurisdictions about issues
and recommendations of the. Commission, and perform follow-up actions, as necessary;
7. To recommend Commission approval of countywide' programs to maximize the
effectiveness -o local funds spent for public education and recycling programs, and to
implement and mo it r such programs.
8. To assist with future master planning for facilities and Infrastructure, as
requested. by the -Commis ion.
9. To perform technical and policy review and make technical and policy
recommendations -to the CoMmIssion and technical recommendations to the. PARTIES
concerning best practices In solid arid. hazardous waste management; r ii
y r�
composting, diversion programs, source reduction; litter reduction on land} reduction of
litter that originates from the storage, collection, i -solid
waste, recyclable Materials and organic materials that affects water quality in local
creels, Sa n. F ra not sco B ay, -:a n o eans;. and 'c r _i -tos r dl ' xt d d producer
responsibility for rod e -d ' ok in from creation through use and'u'ltimate.
recycling or other d is c sition, withregard to:
of The feasibility of technical proposals;
b. n a I ys is of issues and problems i n -so ild waste. manag e. me nth
o. Pro os d and/or needed n at4 'on l and state legislation and policies;
d. New infrastructure required to achieve countywide goals, and;
. Financing and :management options for creation of such, infrastructure;
10. To pe.rform other duties as directed by the Corr mission.
B. Funding. The T C is funded by the Solid Waste Planning Foe ` SWPF" that 'is
charged to customers by the operators of all disposal and non - disposal facilities located
within the County of Santa Clara, and remitted, by those facility operators, to the County
of Santa Clara. The SW is also charged n tons of solid waste that are hauled directly
to out-of-county dl osl facilities. The amount o the SVV is established by the Board
of Supervisors based upon in Ut and recommendations from the Commission and the
T C implementation Committee. . iddition l revenues come from greats; voluntary
contributions of other agencies and other sources, These, together with the SWPl� funds
constitute the Countywide Funds used to fund the Comrn fission- approved Annual
Il orl l n and Budget.
5/6/13
"ABC MEMORANDUM OF AGREEMENT
COMPO-SITION
A. Voting members, not to exceed 27 in number, shall include:
1 - One (1) staff person from each City or Town that is a PARTY
2. Three (3) ' staff persons from the County as follows:
a. One (1) to represent the Unincorporated Area
b. One (1) to represent County interests related to environ'mental health
c. One (1) to represent County interests related to integrated waste
management
3. One (1) staff person from the Santa Clara Valley Water District
4. Up to eight (8) persons from non - governmental organizations appointed by the
Commission as follows:
a. No more than three (3) representing for-profit industry groups and/or
business organizations (however, no member shall represent a single for-profit
company)
b. No more than four (4) representatives of non-profit groups that advocate for
source reduction, recycling programs, sus tin ability, and/or producer
responsibility
c. No more than two (2) representatives of Institutions of higher [.earning
located within Santa Clara County
B. Appointment of Members. All members representing a public agency shall be re-
designated annually via a letter on agency letterhead. addressed to the TAC Administrator
("Administrator"). The. Commission will accept requests and nominations for non-
governmental organizations to serve on the TAC.. The Administrator will publish a notice
i I n a daily local newspaper of general circulation to. -a minimum of two-hundred fifty
T
thousand (260,000) people in September of every other year annoU Ming that
nominations and requests to serve are being accepted. The Administrator gill' take other
reasonable and cost-effective measures to distribute the announcement via other media,
including, but not limited to, websites. local publica'tion's -and social media, to reach
persons who might not see the notice .ire a daily newspaper. The Commission will select
the non-governmental organizations to be represented on the TAC, Those organizations
will,. in turn, submit a letter to the Administrato.r designating a member and an alternate "
Members representing non-governmental organizations shall serve for a period of two (2)
years beginning in January. At the end of thattime, t ' h ' e Commiss ' !on shall select the non-
governmental organizations to be represented on the TAC for the new two (2) year term.
The initial group of non-governmental organization representatives will be selected by the
Commission on or before December -31 7 2013 and will begin serving their terms on
January 1, 2014, The Administrator will publish a notio.e in the newspaper, and distribute
the notice vi' a -other suitable. media, in September 2013 announcing that the Commission
will consider nominations and applications. for n on-govern mental organizations to be
represented on 'the TAC,
C. Altema'tes. Each PARTY may designate one or more alternate representative (s)
to serve in the absence of the regular member. The alternate(s) will be designated in
writing as described in Section 11 B. Alternates may serve on TAC com''Mittees,
5/6/'] 3
C MEMORANDUM OF AGREEMENT
subcommittees, and ad hoc subcommittees.
D. Vacancies. Each PARTY is responsible for designating a replacement for its
member er if the member can no longer serve, in the event of a vacancy, the Chair S' h ll,
by letter, request that the PARTY d sign to a new member. if a vacancy occurs with
regard to a representative of a non-governmental mental organization, the Administrator shall
notify the non-governmental organization to designate a new member. In the event the
non-governmental ent l org ni ti'on declines, the T C shall notify'the Commission and
request that a new non-governmental organization be selected to fill the remainder of the
terra created by the vacancy.
E. Attendance. Attendance at meetings is vital to the proper and effective
functioning of the TAC. Three 3 consecutive absences or a member missing over fifty
percent Soo of the'TAC meetings in a calendar year are sufficient gro nd.s for the
Administrator to notify the member and request their aftendance, -Should a PARTY be
unable to send its representative t .meetings for an extended period of time,. the PARTY
shall notify the Chair in writing on letterhead and a replacement representative will not be
requested from that PARTY.
Ill. QUORUM AND VOTING
A. Q A quorum consists of thirteen 3 -voting members physically present
at a meeting.
B. doting, Actions of the T C shall be taken by a majority vote of the members
present at the meeting. Each- member has one vote. (See Section VI B for voting and
quorum requirements for the I m p iem nt tion Committee that differ from those for the full
TAC.
C. Attendance From A Remote Location. In the event of an unavoidable schedule
conflict, a member may participate in a meeting from a remote location via telephone or
video - conference provided that all requirements of the Brown Act (Governent r Code
Se tion 54950, et seq.) are met acid further provided that the scheduled meeting room
has the technical capability to accommodate the request. In such evert, the member will
notify the Administrator afleast ten o days in advance of the meeting and ask to attend
from a remote location. The Administrator will advise the member if this is possible. If so,
the Administrator will comply with all Brown Act requirements including stating the
alternate location in the meeting notice. The member shall also comply with all Brown Act
requirements in Government Code Section 54.953 (b), including, but not limited to,
posting a meeting notice and agenda on the door of the remote location. for the duration
of the meeting, and allowing members of the public to- participate in the meeting from the
remote location along with the member. The member's vote will be counted; however,
ever,
the member will not be included in the count to determine a quorum. Attendance from
remote location is to be used only in rare cases of unavoidable schedule conflicts. In-
person attendance and participation at meetings is strongly preferred and encouraged.
D, Bylaws. The C may, as necessary, recorrymend adoption of Bylaws for its
5/6/13
TAC MEMORANDUM OF AGREEMENT
governance to the Commission for approval, and operate according to Bylaws approved
by the Commission. In the event revisions to Comm ission-approved Bylaws are desired,
the TAC may recommend such revisions to the COMMiSSI on.
I. OFFICERS AND THEIR RESPONSIBILITIES
A. Officer Positions. The officers of the TAC shall be the Chair, Vice Chair, and the
Subcommittee Chairs, The Chair and Vice Chair of the TAC must be voting members or
alternates representing a PARTY.
B. Electlon and Term. Each officer -shall be elected by majority vote of a quorum of
the. Voting menbership at the last meeting of each calendar year or as soon thereafter as
possible. All officers'terms begin with the first meeting of each calendar year.
C. Duties. The Chair of the TAC shall be responsible for chairing all meetings of the
TAC and the Implementation Commit IC), and representing the TAC and the IC at
Commission meetings. The Chair shall approVe the draft agendas for TAC and. IC
meetings, except that any agenda item proposed by two (2) or more voting members
must be placed on- the next available agenda. The Vice Chair shall serve as the Chair in
the Chair's absence, The Chairs of the S bcommitte s shall be responsible for calling
meetings of their respective Subcommittees and chairing those meetin-cls. The
SUbcommittee Chairs shall approve the draft agenda's for their respectiVe Subcommiftees
except that an' items proposed by two (2) or more voting members of a Subcommittee
y
shall be placed on the next available Subcommittee agenda.
V. MEETINGS-
A. Meetings. The. TAC shall meet. monthly -at. the time. and place published on the
agendas. Additional meetings may be dall ed as needed. The Ghair shall provide every
member of the TAC with seventy-two (72) hours written notice. of regular arid additional
TAC meetings, The agenda for each meeting shall be developed by the Administrator in
consultation with the TAC Chair, and shall be approved by the Chair..
B. -Conduct of Meetings. All meetings of the TAG, including all Committees,
Subcommittees, Ad Hoc Committees and Subcommittees and any closed sessions with
legal counsel, shall be properly noticed and conducted in accordance with the "Brown
Act" (Government Code'Section 54950 et seq.) Except for official meefln'gs of the T
and its Committees, Subcommittees and Ad Hoc ComMittees and Subcommittees,
nothing herein shall be interpreted to require. meeti-ngs. between staff members of the
individual PARTIES (including designated representatives of the PARTIES) to be subject
to the Brown Act, where the Brown A would not otherwise apply. Each PARTY is
'individually responsible for -ensuring it complies with the Brown Act. Wherever this
e
Agree'men't i's silent with regard to procedure, Robert'.S Rul' s of Order shall 81pply,
VL IMPLEMENIATION COMMITTEE
A. Composition and Duties., The TAC Implementation Committee (IC) is.
comprised of one voting member from each PARTY to this Agreement plus one
voting morn from the Santa Clara Valley Water District (SCUD , The PARTY'S
5/6/13
TAC MEMORANDUM OF AGREEMENT
IC representative is usually also the PARTY'S TC representative. Each PARTY
and the SCVWD may also designate an alternate. The purpose of the IC is to rake
decisions and recommendations on all fiscal, management en and administrative
issues of the TCn The lG selects, meltos and provide' oversight of the
Administrator, the Fiscal Agent. the Contracting Agent, and legal counsel to the
TAC. The lC .r commends the level - nd setting of t . h.e SWPF to the Commission.
B.. Quorum, Voting and Meetings. A quorum of the IC is nine 9 voting truer.
(Note: the City of San Jose representative counts as two 2 voting members toward
the IC quorum.) * ) The affirmative vote of at least st eight. 8 voting members of the ICI
In l , ding PARTIES collectively repr ser tin (40%) t least forty percent of the
population -of the 'incorporated a.nd unincorpora'ted -areas of - e County of Santa
Clara, is necessary to approve any measure btoug.ht before the 1C. (For purposes
of - calcu l lr g wh e her or not the ford percent ° tlg U re has been reached, the
population of each PARTY -shall be counted; however, no population shall be
attributed to the SCVVVD due to the fact that. It .encompasses such a large
erce t e the la to . fthy. entire 1ncorp � rated ninco' r d County.)
Each member of th e I s h a I I lave o .e. vote: with the exception of tine 0ity of San
Jose which shall have two 2 vote . 'The IC shall m. et at least annually to consider
and recommend aPproval of the Annual Workpl n an.d Budget to the Commission
for the. upcoming fiscal y r. The. Chair may call other meetings of the IG as
needed. All IC meetings are open to the public and to all TAC members.
Participation and discussion y all' T C members and by members of the p0blicis
encouraged. The Chair of the IC forwards all recommendations made by the-IC
directly to the Commission, and . lso makes an informational report to the. T C -ors
the recommendations forwarded to the Commission. 'The. Chair shall strive to
achieve co nse ns s ..among IQ membe.rs. Consensus is defin'ed as general
reemen in seritir ent or bel .lef. if clear con'se'nsus .cannot be reached, the Clair
will. call for a vote of the voting members present, I'n such event, -the Chair Will
report the recommendation of the IC along with the dissenting o inion 's and
viewpoints, to the Commission and to the T C., In the event of tie, the Chair will
repo'rt that outcome -and the viewpoint(s) expressed that led to that outcome, In the
lterntle the Cllr �� in the -Chair's sole discretion, - re -erdie the item for
another-IC meeting.
C, Use Of Outside Contractors.. The 10 is responsible for selecting any ns .lt rat s
or contractor (s) ("Outside Contr t r� " to perform tasks included in the Commission'-
appr ve nnu l Wor pl n and Budget and who are to be paid from Countywide Funds,
using a process created .ire consultation with the Contracting Agent, The l.0 is responsible
for reviewing and approving the parameters of any contracts with Outside Contractors,
including the-scope(s) of orb , 'sched ies of perform 'an e, use o �u contr ctors, an
cow en do for such Outside Contractors. The IC then directs the Contracting Agent to
conduct the pro rer ent process for Outside Contractors and to execute contracts with
the selected -O t id Contractor(s).
5/6/13
C MEMORANDUM OF AGREEMENT
V11. TAC SUBCOMMITTEES
A. Issue and Policy Subcommittees. Issue and policy subcommittees shall be
established as needed by the TAC. The TAC will evaluate and establish standing
Subcommittees ib December of each year, Additional Subcommittees may be
established at other times truglnut the 'year as needed«
B. Membership and Meetings. Membership n all issue and policy Subcommiftees
is open to II TAC voting members and designated -alternates, There Is no maximum size
for each Sub.committee. The TAC shall appoint a Chair for each subcommittee.
quorum Is two 2 or more Subcommiftee Subcommittee members. Subcommiftees may elect:« Vice-
Chair to serve In -the Chair's absence, Subcommittee chairs shall be responsible for
calling and. chairing nn etings, The Subcommittee chairs shall approve'the draft agenda
and report the activities and recommendations of the Subcommittee to the TAC.
Subcommittee chairs shall strive to achieve consensus among members. Consensus is
defined as general agreement in sentiment or belief. If clear consensus cannot be
reached, the Chair will call for a vote of the voting members present. In such event, the
Chair will report t recommendation of t Subcommittee along with the dissenting
opinion(s) and viewpoints, to the `SAC. In the event of a tie, the Subcommittee Chair will
report that outcome and the viewpoint(s) expressed that led to that outcome. In the
alternative, the Subcommittee Chair, in consultation with the TAC Chair, may decide to
re-agendize the item for discussion at another meeting,
C, Ad Hoc Subcommittees. The TAC may establish Ad Hoc Subcommittees s
needed to address specific issues or problems. The TAC shall appoint a Chair for each
Ad Hoc Subcommittee. All Ad Hoc Subcommittees shall follow tb sane operating
procedures- as. the - -standing. issue. and - polJoy su bcommittees. The TAC Chair shall
monitor the. work of all Ad Hoc Subcommittees, s, and . I such sub m itt es Shall be
promptly disbanded by the TAC once their tasks have been accomplished.
hill. TAC AQMINISTRATOR
A, Duties. The TAC Administrator provides administration and n hageme nt
services to the TAC and r d s out tb -An i W rk l n. Duties of the Administrator
in lud , .beat are not limited to., scheduling meetings of the TAC and all committees,
subcommittees, -and ad hoc subcommittees; preparing agendas and meeting minutes;
maintaining all TAC records and tiles; notifying t he C correspondence received and
preparing outgoing correspondence; completing all tasks in the Annual W rk l w
providing monthly reports at TAQ meetings on the status of the W r l n; and Dune.
duties as directed by the]C. The Administr t r reports to the Chair of the AC. The
Administrator sh ll work cooperatively and collaboratively with the IC, the Fiscal Agent
and the Contracting Agent. The Administrator is paid frrn funds in the adopted TAC
budget.
Selection. The IC shall elect a PARTY or an Outside Contractor to serve as the
Administrator for the TAC. the ICS will receive and evaluate proposal(s) and take
recommendation t the Commission on selection of an Administrator, as further
described in Aftachment 2.
516113
Caw Initial A minis r. The initi a i Ad m i n 1 strato r for the TACK shall be the County of
Santa Clara, Integrated Waste Management Division ("County IWMD" . The initial staff
provided is described on Attachment I , In the event of a change in the. initial staff, the
procedures described ire Attachment 2 shall be followed. In the evert the IC determines
there is a need for a change in the Administrator in the future (due to costs, availability of
designated employees or for other reasons), or it the event the County IWMD is unable
or n illi to serve, the procedures for selection of a new Administrator in Attachment 2
shall be followed.
Administrator Is Also A PARTY. In the event the Administrator is a PARTS',
that PARTY shall appoint a TAC /ICS. rep r s nt tive -whose function is to represent the
PARTY' PARTY's point of view on issues, policy and fiscal matters. The PARTYS TAC 11C
representative shall be person who is not be involved in the work of the Administrator.
This designation shall be rude in writing on the PARTY'S letterhead to the Chair of the
TAC. The person(s) fulfilling the duties of th Administrator shall act as staff to the TAC,
TAC committees and subcommittees, and to the I.0 .
E. Contract With AdmInistrator. All duties and responsibilities of the Administrator,
and a list and description of all staff assigned to provide Administrator services, shall be
included In a contract between the Contracting Agent and the Administrator. The
contract tern may be for a single year or for multiple years, at the d.iscretion of the 1C. In
the event that the Administrator is a PARTY, a letter agreement will be prepared between
the Contracting Agent and the Administrator, cont i in all of the duties, responsibilities,
staffing mmitr nts and costs for the .Administrator t serve for the upcoming fiscal
year. The Letter .agreement will include the Annual. Workplan and costs-for the
Administrator's services. The letter agreement shall state that the Administrator agrees to
provide the described services at the approved costs for the upcoming fiscal year and
that all employee and overhead costs will be maintained at the levels. specified i.n the
agreement for that fiscal year. With r gird to the initial Ad 0istrat o r, the first letter
agreement shall be prepared and executed prior to July 1, 2014 to reflect the casts and
the scope of work to be performed for FY' 2014115. If the Adrnin'is'tr t r and the
Contracting Agent are the same PARTY, the letter agreement will be prepared and
signed by a Staff person designated to represent the Administrator for and also signed by a
separate staff person designated to represent the Contracting Agent.
F, Annual W rk lan and Budget., As the work of the TACK progresses each year, the
Administrator will maintain list f potential work items to h placed in the Annual
Warp p l for the coming fiscal year'. Beginning with preparation of the Annual
Warkpi n and Budget for fiscal year 2014116., the following schedule will apply. In
November of each year, the IC will review the list of potential work items compiled by the
Administrator, add dd.�n l i l items s needed, and direct the Administrator to prepare
proposed Wor l n rid Budget for the upcoming fiscal year. The proposed Annual
W rkplan will contain the elements described in Attachment 3.
The Administrator shall submit the final draft of the proposed Annual W r pl and
5/6/13 1
TA C MEMORANDUM OF AGREEMENT
Budget to the IC no later than Doer 15 of each year. if required, the IC will provide
revisions and comments to the Administrator, -who will then revise and finalize the Annual
Workpl n and Budget. The IC will rove the Annual i or pl rr and BUdget on or before
January 31 of'each year and forward It to the Commission for approval. Commission
approval 1 nticip t to be during the months of February. Upon approval by the
Commission, the Contracting Agent will prepare agreements with the Admini.strator, the
Fiscal Agent and the Contracting Agent that include the approved Annual Workplan and
Budget (for the Admi nl.,tr for ) and the approved costs and duties (for the Fiscal Agent
and the Contracting Agent) as described In Sections Vlll E, IX D and X C. The
agreements will be signed by designated representatives o the Administrator, the Fiscal
Agent and the Contracting Agent. In the event the Administrator, the Fiscal Agent and/or
the Contracting Agent are the same PARTY, that A Y 'shy designate separate
representatives to execute the agreements on behalf of the Administrator, the Fiscal
Agent and the Contracting .agent, Said agreements shall be fully executed and in place
prior to July 1 of each year.
G. Annual Reporting and Evaluation. The Administrator shall prepare a self-
evaluat'lon/audit report to the IC including tignificant accomplishments, wort ,items
planned but not accomplished, work items not planned but completed, and the status of
all work items -in the.-Annual Wor plan. The report will include. recommendations anm
suggestions for lrnprovin'g the work o the inistr for and will e miffe on or
before September 15. each° yr. The IC will Consider the report t . 'regular meeting and
discuss and provide recommendations and feedback to the Administrator. The IC will'
rate the overall implementation and effectiVeness of the Wor pl n arid, [n turn, rate the
performance of the Administrator bayed upon the ability of th eAdministr for to meet the
ti eIInes- a nd budget ire th e Word pI a n and to..effective ly suppo rt. the-Commission- a n 0. -the
TAG, The fi reoom' men ati r' and feedback of the IC will befecorded ire the m1hutes
and also In a letter from the I C h air to the Ad m ini tr. tor. This feed back w111 be Used by
the Administrator to make. any required I a ge in op r b �e n or work
tasks for the next fiscal year. 'In addition to the annual,review of the Administrator, the IC
may, at any time, discuss questions, concerns or issues of performance with the
Administrator-,,
IX FISCA L\G N '
A. Duties-.. The Fiscal Agent serves as- the treasurer of the Countywide Funds and is
responsible for collecting the SW F from all solid. waste disposal facilities -and non -
is of l f illti s loceited within Santa Clara County. Thee Fiscal Agent . l o collects and
re .el' es grant funds and revenUes'from other sources. The Fiscal Agent shall diligently
pursue col ie tion of al I SW F funds and shall keep the IC apprised of the am ou nt -a n
entity oaring delinquent payments, ents, 's well a.s of the status of collection- activity initiated by
the Fiscal Agent regarding the deli'nquent payments, The Fiso i Agent shall manage all
fUnds in accordance with .generally accepted government accounting procedure's. The
Fiscal Agent shall seep -Countywi e Funds segregated from -all other-funds. �r ini ter
by the Fi : ' A ent in separately numbered n coded c o t that ire "r ily
i.dentiflable as those contain.Ing Countywide Funds; shall credit appropriate interest
income -earned on such funds In each fiscal year; and shall not expend., use or transfer
1.
C MEMORANDUM OF AGREEMENT
any funds except in accordance with the Annual Workpian and Budget approved by the
IC and the Commission, or as otherwise directed by the 10. In the event the Fiscal Agent
is not also the Contracting Agent, the Fiscal Agent sh 1.1 transfer Countywide Funds to the
Contracting Agent as directed b . the IC, 19 adcordance with the procedures in
Attachment 5. The Fiscal Agent shall work cooperatively and collaboratively with the IC,
the Administrator, and the Contraoting Agent.
B. Initial Fiscal Agent, The initial Fiscal Agent hall b the County of Santa Clara.
The spo'cific contact person .shall be designated in writing-to the Administrator and to the
T C Chair. In the event the IC determines there is a need for a changein the Fiscal
Agent in the future due to costs, lack of ilability of designated employe or for other
reasons), or in. the eve .nt the County is unable or unwilling to serve, the following
rocedr's for selection of a new `isl Agent shall be folldwd,
C. Selection. Any PARTY'willing to serge as the Fiscal Agent may be nominated by
another PARTY. The nominated PARTY (I S will sqbmit a letter proposal to. the IC
Containing the -costs for performing the services of the Fiscal Agent, including all
employee-and overhead costs and all proposed 'expenses. if the same PARTY is also
already serving, or is proposing to serve, as the Administrat.0r, the Contractihg Agent, or
both., the proposed costs to perform each function shall b separately specified, The IC
will hold discussions with representatives of the nominate PARTY(IES) - s needed. The
r ' commendation of the IC-will be forwarded to the Commission for approval. Upon
receipt of Commission ro r 1, tie Contracting ge t will execute an agreemient with
the new FiscaI Agent that includes. the. approved costs for the RTY'to provide Fiscal
Agent services for the upcoming fiscal. year.
D. Payment For Services,. The .i I Agent shall.pwide the Admi.n.istr for with
proposed. costs to perform the d T C Fiscal g r�t,fo the upcoming ing fiscal .year
upon raw , est. The proposed costs -shall be t the level of detail described rik d in Attachment
2,. if the Fiscal Agent is also servin - s the Administrator, the Contracting Agent, or both,
the proposed costs to perform each function shall be separately specified.. The proposed
costs will be reviewed by the IC as part of review of the Annual Wort l n -arid Budget. if
there is a question or concern about the proposed costs, the. Chair of the IC and. the
Administrator will meet with the Fiscal Agent - concerning the issues. Upon approval of th e
Annual Work plan and Budget by the IC and the Commission., the Contracting Agent will
prepare an agreement to be signed by the Fiscal Agent and the Contracting Agent to
perform servicesJor the new fiscal gear. In the event that the Contracting Agent and the
Fiscal Agent are the same PARTY, the agreement shall be signed by the designated
employee of the PARTY or in s the Fiscal Agent and the (separate) designated
emp . loyee of the PARTY serving .s the Contracting Agent.
E. Quarterly and Annual Budget Status, The F l ca I Agent shall p rep.a re and SUbMit
quarterly bu.dget updates to the 10 every three 3 months, and shall provide a Year -End
Budget Report, These reports shall be formatted in a clear and concise manner such that
all eXpenditures, revenues, movement of -monies, reallocation of funds and adjustments
to the budget are detailed by roj ct and line item i.e. numerical r fer n-ce and narrative
5/6/13 1
TAC MEMORANDUM OF AGREEMENT
description), The Year -End Budget Report shall be submitted to the IC on r before
October 31 each year, The IC may, at any time, request additional budget information,
detail, documentation and updates, The Fiscal Agent shall respond promptly to all such
requests.
F. Biennial Audit. The Fiscal Agent shall arrange for an audit by an independent
third party Certified Public Accounting Firm (CPA) to be conducted every other year
beginning with an audit of the 201 3/14 fiscal Year. The Fiscal Agent ma's utilize the CPA
flan retained by the jurisdiction of which the' isd l Agent is a part, to perform that
ARTY's annual audit, In such event, the results of the audit of the -Countywide Funds
and accounts shall be clearly and separately called out in the CPA's audit report. The'
results of the audit shall be reported to the IC on or before January 15 every other year,
G. Evaluation of the Fiscal Agent Each year, the Fiscal Agent shall prepare a self-
evaluation', along with the Year -End Budget report, for smil to the lC. The lf-
val tlon will include a. description of key work tasks performed, any duties or tasks not
completed, .and any non- planned work tasks c mpl t d. The report will include
recommendations and suggestions for improving the' rvi of the is i Agent. The
self - evaluation shall be submitt d t the seas time as the Year -Fred 'Budget Report, The
IC will review t report at a regular meeting d diacuss any suggested - r needed
changes or improvements, The IC will rate the overall performance -of the Fiscal Agent
based upon the ability of the Fiscal Agent to perform its duties in a timely manner and in
accordance with all requirements - fthis Agreement. - fin l recommendations rid
feedback of the IC will be recorded In the r l tes and also in a letter from the 10 Chair to
the Fiscal Agent. '°'!'°his feedback will be used by the Pied Agent to make any required
..._.. cha-n .s- .ln--,op r lo s-- and._ pry - d- r s -- -nd or-w rk--t . s.. for. -tl ... x -fi scat-yea r In
addition to the annual review-of the Fiscal Argent, the IC may, at. any-time, discuss
questions, concerns orissues of performance with the d sign t d representative of the
!Fiscal Agent.
X. CONTRACTING AGENT
A. Duties. The Gon.tracting Agent executes contracts with Outside Contractors,
including the Admin is r t r and the Fiscal Agent. (where applicable) l that have been
requested and approved y the lC, The Contracting Agent conSL11tS with the 1C to
establish a procurement process for' Outside Contractors, and then conducts,that process
once'the IC has approved a scope of work, schedule, budget and other parameters of the
contract that will be awarded by the Contracting Agent. The Contract! ng. Agent shall
conduct the pro r m r t process and execute all contracts within .a reasonable period of
tine after be'lng directed to do so by the lC. The C ntr tlr Agent shall provide a copy
of any contract executed. on behalf of the TAC to any PARTY, any TAC M m ., and to
r PARTY or person designated by any PARTY or the IC upon request. The governing
body o the ContraotingA. gent,- its discretion, may delegate authority to -execute
agreements and contracts approved by the IC t o a d i n to - employee. Notice of any
such delegation of authority shall be provided 'in ,writing to ties. Chair of the IC and to the
Administrator.
5W13- 1
C MEMORANDUM of AGREEMENT
In the event the Contracting Agent is not also the Fiscal Agent, the Contracting Agent
shall receive -Co u ntywide Funds transferred to the Contracting Agent by the Fiscal Agent
on periodic basis as described in Attachment 5. the Contracting Agent shall manage all
Countywide Funds In accordance with generally accepted government accounting
procedures. The -Contracting Agent shall keep Countywide Funds segregated from all
other funds administered by-the Contracting Agent in. separately numbered and coded
accounts that are readily identifiable as Countywide Funds, and shall not expend, use or
transfer any funds except as specifically directed by the IC. At the close of the fiscal year,
the Contracting Agen � t h .11, pursuant to the procedures i re Attachment .5, comply with all
.
dir tions from the. 10 with re . ard to r t ration of funds for contracts with outside
Contractors that are still in effect, and with regard {to return of un.ex p ndo or
unencumbered funds to the Fiscal Agent, The Fiscal Agent shall 'Work coo r tiv ly and
collaboratively with the. IC, the Administrator, and the Contracting Agent.
B. Initial Contracting Agent* The iii i l Contracting Agent shall be the County of
Beata Mspecific The contact person shall �i n ted in writin to the.
Administrator and to the i C Chair. In the overt the IC determines h r .i need for
change in the Contra'oting Agent in the future (due to costs, lack of availability of
designated employees or for other reasons),. or in the event the County is unable or
nw"Il"n to serve, the procedures for selection of new Contracting Agent shall e the
same as those for selection of a Fiscal Agent as described in Section IX Cr
C. Payment For Services. The Contracting Ageht shall provide the Administrator
with proposed costs to perform the duties of TAC Contracting Agentfor the upcoming
fiscal year upon request. Theproposed costs shall be t the level. of detail described in
Attachment 2. If the Contracting Agent is also serving as the d'Ministr, tor, the Fiscal
A'ent, or both, the proposed costs to perform each function shall be separately specified.
The proposed costs will be reviewed y the IC part of re i i f the nnual Workplan
and Budget. if there is question or cons rn .about the proposed costs., the Chair of the
IC and the Administrator will meet with the Contracting Agent concerning the issues#
U pon approva I of the Annual Workplan and Budget by the I and the- Commission, the
Administrator will prepare an agreement to be signed by-the Conti tin Agent-and the
Administrator to perform services for the new fiscal year. In the evert that the
Administrator and the Contracting Agent are the same PARTY, the .agreement shall be
signed y the designated employee of the PARTY serving as the Gontr oting Agent and
the (separate) designated employee of the PARTY T' serving s the Administrator.
D. Annual Contract Status Report. The Contracting Agent -shall prepare and submit
are nnua'I report to the IC on the status of all contracts (listing all contracts in progress,
expired, ter inat d, and the amount of work and budget remaining 'in each) on or before
October 31 each year. The report shall also note the amount of Countywide Funds held
by the Contracting Agent', and specify the amount(s) of funds encumbered for contracts,
and the amount (s) of funds that are unspent and nen m' red. The IC may-, at any
tire, request additional information, detail', documentation and updates on any or all
contracts. The Contracting Agent shall respond promptly to all suoh requests.
516113 1
C MEMORANDUM of AGREEMENT
E. Audits. The Contracting Agent shall cooperate with and provide all information
and documentation required 'n order to complete the hi- annual dudit described in Section
X F. In the event the IC decides that any actions or activities of the Contracting Agent
are not in compliance with this Agreement, or if the IC determines there are other
reasons for an audit to be performed, the IC may perform an audit of the COLIntywide
Funds retired and expended by the Contracting Agent. In such event, the Contracting
Agent shall cooperate fully, and in a timely manner, with persons performing the audit.
F. Evaluation of the Contracting Agent Each year, the Contracting Agent shall
prepare a self - evaluation, along with the Annual Contract Status Report, for submittal to
the IC. The self-evaluation will include a description of key work task$ performed, any
duties or, teaks not oom feted, and any non - planned work tasks completed. The report
will include recommendations and suggestions for improving the services of the
Contracting Agent. The self-evaluation shall be submitted t- the same time as the
Annual Contract Status report, The IC will review the report- at a regular meeting and
discuss any suggested or needed changes or improvements. The IC will rate the overall
performance of the Contracting Agent based upon the ability of the Contracting Agent to
perform its duties in a timely manner and in accordance with all requirements of this
Agreement. The final recommendations and feedback of the IG WHI be recorded in the
minutes and also in a letter from the IC Chair to the Contracting Agent, This feedback will
be used by the Contracting Agent to make any required changes in operations and
procedures for the next fiscal year. In addition to the annual evier of the Contracting
Agent, the IC may, at any time, discuss questions, concerns or issues of performance
with the designated representative of the Contracting Agent,
XI. LEGAL COUNSE - - - -.... - __ . _...- .. _- ._._ ... ....... ...._ .
. Selection. The IC may select an attorney or firm that is x eri n e in solid
waste, re y ling and municipal law'to research legal issues, proposed legislation, and to
provide legal advice to the TAG ( "Legal Counsel" ) as provided for in the Corn i ion�
approved Annual Workplan and Budget. Legal Counsel may be a0ty Attorney or County
Counsel i.e, an employee of one of the PARTIES) S or may be an outside attorney or lave
firm. The IC will interview and select Legal Counsel as needed, and direct the
Contracting Agent toprepare a contract 'with Legal Counsel for the provision of legal
services. The IC shall direct the Work of Legal Counsel. The Administrator 'may assist in
coordination of activities with Legal. Counsel, but shall not give direction without prior
authorization from the IC. Legal Counsel. shall not be responsible for providing legal
advice to individual PARTIES- rel t d to their individual compliance with- public resources
Code Section 40000 et. seq., but may provide such series under separate contract with
any PARTY or PARTIES.
Xll, OTHER AGREEMENTS OF THE PARTIES
A. Term of Agreement. The term of this Agreement shall commence on the date the
last duly authorized rep rese ntative of the PARTIES executes it.. This Ag reement- shal I
remain in effect until terminated by the PARTIES or untll eight or more PARTIES
containing .Wore them tifty- percent 50% of the population of the incorporated and
unincorporated areas of County of Santa Clara withdraw from the Agreement, whichever
1. 1
TAC MEMORANDUM OF AGREEMENT
occurs first. A PARTY may withdraw from the Agreement by providing written notice to
the Administrator, stating the effective date of the PARTY'S withdr w 1. The withdrawal
of a PARTY shall not entitle that PARTY to receive or retain any portion of the SWPF.
B. Ethical Code of Conduct All TAC members and Alternates shall adhere to the
Ethical Code of Conduct in Attachment 4. All TAC members and Alternates shall attend
TAC-sponsored ethics training every other year.beginningin FY 201 3/14, The
Administrator shall arrange for this training and include the cost in the Annual Workplan
and B ud g..fr. each year the training is required -t 'be conducted.
C. Counterparts. This Agreement may be executed and delivered in any number of
copies `i enter rts" by the PARTIES, including by means of facsimile and e-mail of
P D F c.Q P jes. when each 'P R Y.h as signed a nd delivered at I east one counterpart to the
AdMini- tr t r, each counterpart shall be deerned an original, and taken together, shall
constitute one and the sane Agreement, ment, which shall e binding n effect Iiv to the
PARTIES hereto.
D .. Non- Compliance With State and Faders/ aws. N o PARTY shall, by entering Into
this Agreement, participating in the TAC . r the IC, or agreeing to serve as Administrator,
Fiscal Agent., Contracting Agent, n r Legal Coun el, assume or be deemed to assume
responsibility for -,.any -other PARTY in complying with the requirements of .state .and
federal solid waste and recycling laws, including but not limited to, the California
integrated Waite Management.Act of 1989 as amended (Public Resources Code Section
400000 et s . This Agreement is intended solely for th e co n en ience and benefit of the
PARTIES hereto and sha II not be deemed for the en fit. of .. y th i rd party 'and may not
be enforced by any thin party,. including, but not limited to, the United -States
Environmental Protection Agency and the California Department of Resources, Recycling
and Recovery, r any person acting on their behalf or In their t .
Indemnification. In lieu of and n t w'ith stand i ng the pro rata ris'k allocation which
right otherwise be imposed between the PARTIES S pursuant to Government Code
Section 895.6,. the PARTIES agree that all losses r liabilities in ' curred by a PARTY, or by
the Santa Clara Valley muster District. in carrying out its duties under Section III..
Implementation Committee shall not be shared pro rats, but i r nstead. the PARTIES S agree
that pursuant to Government Code Section 5.4 each of the PARTIES hereto shall fuller
defend, indemnify and held harmless each of the other PARTIES, and the Santa Clara
Valley water District in the carrying out of its duties under Section ill. Implementation
Com mittee, from any - 1. im, expense or cost, damage or fia.bi Iity im posed for injury s
defined by Government Code -Se tibn . occurring y reason the negligent acts or
omissions or willful misconduct f the .indemnifying PARTY,. its officers agents or
employees, or in connection with or arising from any work, authority or jurisdiction
delegated to such PARTY TY under this Agreement. No PARTY, nor any officer, board
member, employee or agent thereof, ll be responsible ter any damage or liability
incurred by reason of the negligent acts or -omissiens or wi llfuI m iscond uct of the other
PARTIES hereto, their officers, board members, ers, employees or agents under or in
connection with or arising from any work, authority or jurisdiction delegated to such
5/611 1
TAC MEMORANDUM OF AGREEMENT
PARTY under this Agreement.
F. Entire Agreement. This Agreement supersedes any prior arrangement or
agreement among the PARTIES regarding the composition, structure, duties and powers
of the TAC including, but not limited to, the TAC Rules of Procedure dated May 22, 2006,
but does not supersede any other agreements between any of the PARTIES.
G. Amendments, This Agreement may be amended b
y unanim6us written
agreement of the PARTIES. All PARTIES agree to bri ng-,,,any, proposed amendments to
this Agreement to their Council or Board, as appfi le, within three (3) months following
acceptance by the 11C. The IC shall, on a biennial basis, evaluate this Agreement and
determine if any amendments are needed, The first blennial evaluation shall be in 2015,
The IC may recommend amendments on a more frequent basis if desired,
H. Venue. In the event that. suit shall be brought by any PARTY to this Agreement,
the PARTIES agree that venue shall be exclusively vested in the state courts of the
r .4
County of Santa Clara, or where rise
,+
d �68i%ly4ff,#%Onited States
I a
District Court, Northern District of Californ' if
1. Attachments. Attachments 1 through 5 are attached hereto and lh-dbrporated
herein by this reference.
5/6/13 17
C MEMORANDUM OF AGREEMENT
IN WITNESS WHEREOF, the PARTIES hereto have executed this Agreements of the.
dates shown below.
COUNTY OF SANTA CLARA, a public entity of the State of California
ante: SUN o 4 2013 APPROVED AS TO FORM:
PRESrftNt BoaA of S ervisors Deputy bounty counsel
KEN YEAGER
1 1
TAC MEMORANDUM OF AGREEMENT
CITY OF CAMPBELL
Date:
APPROVED AS TO FORM:
By:
Name: Mark Linder
Name:
Title: City Manager
Title: City Attorne y
CITY OF CUPERTINO
Date:
P RAE D
APPR VED AS TO FORM:
L
By:
'bavid
By:,�
Name: Brandt
Name:
Title: City Manager
le: ity Attorney
itv
CITY OF GILROY
Date., APPROVED AS TO FORM:
By: By:
- -----------
Title: City Administrator Title: City Attorney
C.ITY'OF LOS ALTOS
Date:
By:
Name: Marcia Somers
Title: City Manager
TOWN OF.LOS ALTOS HILLS
Date:
.. . ...................................................... .
BV: ....... . ....... . ........ .................. ....... ................... . ........................ -
Name: Carl Cahill
Title: City Manager
APPROVED AS TO FORM:
BV:
Name:
`title.,,,
APPROVED AS TO FORM:
Bv:
. . .........
at.--.--,- .
Title: Town Attorney
5161 13 19
TA C MEMORANDUM OF AGREEMENT
TOWN OF LOS CATS
Date:
By: ......
Name: Greg Larson
Title: Town Manager
CITY OF MILPITAS
Date:
By:
Name: Tom Williams
Title: City Manager
CITY OF MONTE SERENO
Date:
By;
Name: Brian Love nth al
Title., City Manager
CITY OF MORGAN HILL
Date:
By: ---- - - - --------------
Name: Steve Rymer
Title: City Manager
APPROVED AS TO FORM:
E�y:
Name:
Title: Town Attorney
APPROVED AS TO FORM:
By: . ..... . . ........ 4�
N.am-e: Michael J. Qgaz
Title: City Attorney
APPROVED AS TO FORM:
Bv:
- - - --------------- --
Name :.
Title:
APPROVED AS TO FORM:
Bv: - -- --------------- --
Name.
Title: City Attorney
5/6/13 20
TAC MEMORANDUM OF AGREEMENT
CITY OF MOUNTAIN VIEW
Datea,
0
By*'
Name: Daniel H. Rich
Title: City Manager
APPROVED AS TO FORM:
Bv.*
Name ., Jannie L. Quinn
Title: City Attorney
CITY OF PALO ALTO
APPROVED AS TO FORM:
BYA'
By:
Name: James Keene
Name.w.
Title: City Manager
Title: City Attorney
CITY OF SAN jOSE
Date:
APPROVED AS TO FORM:
BY:
By:
m _e_�__N_o rberto-Dwe has-__
-and
Title: Deputy City Manager
Title.- Senior Deputy City Attorney
CITY OF SANTA CLARA
Date:
APPROVED AS TO FORM:
By:
B y
Name': JLjIio J, Fuentes
Narne.- Richard E, Nosky, Jr.
Title: City Manager
Title: City Attorney
CITY OF SARATOGA
Date-w...
APPROVED AS TO FORM:
By:
By:
Name: Dave Anderson
Name: Richard Taylor
Title: City Manager
Title: City Attorney
5/0/13 21
TAC MEMO PANDUM OF AGREEMENT
CITY OF SUNNYVALE
0
Date, APPROVED AS TO FORM:
By: By:.
Name: Gary M. Luebbers Name: Joan A. Borger
Title: City Manager Title:
5/6/13 22
TAC MEMORANDUM OF AGREEMENT
I
ATTACHMENT 1
INITIAL STAFFING OF ADMINISTRATOR
The following is the initial staff complement for the Administrator:
Staff Person % FTE Committed % FTE Committed
To
Administrator- To County
Duties Unincorporated
Duties
Elizabeth Cons'tantino, Progr'am Manager 11 0.82 FTE 0.18 FTE
Provides oversight of all Annual Workplan
tasks and all functions of the Administrator.
Lisa Rose, Senior Management Analyst 0.87 FTE 0.13 FTE
Coordinates the Green Business Program
serves as staff to the CoMmis'sion, -and
performs varlous other duties, -
Clifton Chew, Management Analyst 0.80 FTE 0.20 FTE
Serves = s h AC , p
reporting' an'd DRS, and performs variOLIS
other duties.
Zachary Devine, Manage ' ment Analyst 0.67 FTE 0.33 FTE
Contracts monitorin''g, budget tracking,
Outreach Specialist, and various other
d utie$.
Sue Sherrin, Associate Management 0.98 FTE 0,02FTE
Analyst B, Green Business Specialist
Sarah Smith, Management Analyst 1.0 FTE 0.00 FTE
Home Composting Education Program
Coordinator
J oa n ne Chaps, Off ice Specialist iii 0.94 FTE 0a 06 FTE
5/6/13 23
TA C MEMORANDUM AGREEMENT
ATTACHMENT 2
SELECTION PROCESS FOR THE ADMINISTRATOR
I . S.lti, The IC shall select a PARTY or an Outside Contractor to serve as the
Administrator for the T C. As part - the selection process, the potential candidate(s
shall submit a proposal to the IC for providing Administrator services. "rhe proposal shall
include: a detailed scope of work for the up mIng fiscal year. detailed -costs and work
hours for the completion of each task, and a list of the em'ployees proposed to perform
each part of the Ahnual W r plan, as well s the administrative and management duties
of the Administrator, The proposal shall also include a resume and description of the
education, experience and expertise of each proposed staff member highlighting
experience in solid waste management, recycling, diversion programs, producer
responsibility, public education and outreach, legislative analysis, budgeting, public
sector management, administration and policy development.. It is great importance
that each member of the Administrator staff -possess a. high level of experience and
expertise 'i the listed areas., Thy proposal shall designate i n t the duties and iv'ti s t 0 be
carried out by each employee. The IC will reviews the pr p s i and conduct
interview(s) with the potential Administrator(s). The IC will select an Administrator and
recommend approval to the Commission,
2. Change in l i a r Staff, In the evert any member of the r ini.st .rat is staff is
unable or unavaila.ble to serve in t o capacity indicated In the original proposal, the IC
shall work with the Administrator to determine It an acceptable alternate staff memberis
available. This shall include, if desired by the IC, having representatives from the IC
participate in the selection tin process for the alternate staff person; rev. � v the �° � ,
references and writing samples of proposed c n id t ; attend and.. part.i0pate J
interviews; and provide input to the decisi.on-making process for i ction of the
proposed alternate stiff member. if the proposed alternate staff person 's not
acceptable -to the IC, 'and the IC determines, t t the employee who is unavailable is a
key employee, the I m ay give written notice to the Ad ministr .t r- that the TAC wili seek
another Administrator, and the IC may recommend to the Commission. that the selection
process for a new Administrator be commenced. Upon receipt of Cbm iss'i n approval,
the IC will begin that process. The Administrator shall serve until SLI h time as' Mth r
replacement Administrator is selected and approved by the Commission, r (if the
Administrator is not .
PARTY) ntil the current contract 'for the services of the
Administrator expires, which v r occurs first. In the IC's sole dis r t' n, the services of
.
the Administrator may b terminated prior t the selection of new Administrator, In the
event the Administrator is not a PARTY, an early termination clause. shall be placed in
the contract with the Administrator for use by the IC in the evert a .key staff person
becomes unavailable.
3, Key Employee. 'key employee" includes, but is not limited 'to, any one of the
following:
a. An employee who is performing twenty percent 2 0% or more of the work hours
in the Annual W rl pl n.
5/6113
TA C MEMORANDUM OF AGREEMENT
b. An employee whose work tasks require a high level of technical expertise and
experienc ' e in recycling, solid and/or hazardous waste management programs
and practices.
c. An employee whose work tasks require a high level of professional judgment that
is the product of numerous years of experience In recycling, solid and hazardous
waste management, and/or in work for public agencies.
d. An employee whose work tasks involve a high level of 'interaction with the public
(e.g. in trainings, Nelson with businesses or non-profit organizations, etc.).
e. An employee whose work tasks involve presentations or testimony to public
agencies (e.g. City Councils, the Board of Supervisors) and/or COMMUnity
organiza'tions (e.g,, service organizations, cdmm'uhity grou's, homeowner's
P
associations, etc.).
5/6/13 -25
TAC MEMORANDUM OF AGREEMENT
ATTACHMENT 3
ELEMENTS TO BE CONTAINED IN THE ANNUAL WORKPLAN AND BUDGET
I.Scope of 'Work.. The proposed An.nu.al Workplan and Budget will contain a detailed
scope f work for each proposed task, the employee work hours estimated to complete
each task, the name(s) of the specific employees that will perform the work for each
task, the cost of the Work hours for each task, -all proposed overhead costs for the
Administrator and all t 'r projected costs. If the Administrator is a public agency, the
costs may be shown as a percentage of each Full Time Equivalent and the cost
therefor, as long as th position (such `Analyst l' and the name f the employee
filling that position are indicated, along with the fully burdened cost of the specified
percentage of each FTE. The proposed Annuad W r pi n shall contain a list of key
milestones for each task.
2.Administrative Tasks. The Workplan shall include a task for providing administrative
support for the TAC including .work hours to prepare meeting agendas, to Schedule
greetings, attend meetings, prepare minutes and correspondence, and carry out the
direction of the T C and all Committees and Subcommittees. The W r pl n shall also
include a separate task for providing administrative support to the Commission including
work hours to prepare agendas, attend Commission meetings, prepare minutes, and
carry out the direction of the Commission, its Committees and Su r r ltt e .
Other Staff Commitments. The proposed W&kpl n will contain a listing of the- other
duties and. responsibilities of each assigned employee (other than the work to
performed as Administrator for the TAC and the Commission) including the work hours
and a general description of the key tasks and projects to performed. This will serve
as a cross -check (regardless of whether the Administrator is- -a public agency or
private firm) to ensure that the time of each employ is not overcommitted, and that
sufficient time Gists for each employee to mpl t all their assigned tasks.
4.Fiscal Agent and Contracting Agent Costs. The Administrator shall consult with the
Fiscal Agent and with the Contracting Agent in the event they are separate PARTIES)
and shall incorporate the proposed costs for the services of each into the proposed
W rkplan and Budget. Such costs shall be clearly and separately identified for each
function rid identified separately from those of the Administrator) and shall include the
costs for employee time, expenses (such as bank fees), overhead charges and all other
proposed costs,
5.Cost Detail For Comparis.on, The budget shall be formatted in a clear and concise
manner such that all r j e t d expenditures and revenues are detailed y project and
line item. The proposed W rl pl n and Budget shall contain sufficient detail about
proposed work hours and costs such that a comparison can be made between the
proposed costs for the current Administrator, the current Fiscal Agent and the current
5/6/13 26
TA C MEMORANDUM OF AGREEMENT
Contracting Agent, and other potential providers of these services,
6.-Projected Amount of Fund Transfer From Fiscal Agent to Contracting Agent., In the
event the Fiscal Agent and the Contracting Agent are different PARTIES, the budget
shall include the projected amount of funds to transferred from the Fiscal Agent to
the Contracting Agent in order to pay for contracts with Outside Contractors that will be
awarded by the Contracting Agent in the upcoming year. Such projePtions shall take
into account all funds currently held by the Contracting Agent if any) and the amount of
such funds already encumbered for contracts in progress. The projection shall be
accompanied by a recornmendation as to the frequency of fund transfers from the Fiscal
Agent to the Contracting Agent that will be required to fund contracts awarded by the
Contracting Agent for the upcoming year (e.g. a.nnual one-time transfer of funds,
quarterly transfer of funds, or other recommended tinning*
7.Discussion Concerning Potential Conflicts, Once the initial draft of the proposed
Annual W rkplan is prepared, the IC Chair, the Administrator, the Fiscal Agent and the
Contracting Agent shall meet to review and discuss the Workplan and shall work
cooperatively to identify and address any potential conflicts that could arise with regard
to policies of the Administrator, the Fiscal Agent or the Contracting Agent. Examples
include proposed sale of recycling containe'rs or other goods at less than the purchase
price i.. subsidized cost of compost bins for the home composting program); provision
of recycling grants, prizes, incentives; and other such items, At -the direction of the IC
Chair; the Administrator shall further investigate any potential conflicts that have been
identified, and shall, in consultation. with the Fiscal Agent and the Contracting Agent,
r r h rid propose solutions for each. If solutions cannot be found, the issue may be
irt- t- ..._._..._... --
Administrator to reprise the Workplan and. Budget to remove the-items creating the
potential conflict. In this event the 10 Chair will inform the I G of such action when the
Annual W rkpi n and Budget are bonsidered for rppr rr 1.
51611.3
TAC MEMORANDUM OF AGREEMENT
ATTACHMENT
CODE OF ETHICAL CONDUCT
'l. Members shall strive to conduct all meetings, discussions and deliberations in
spirit of ll b r tion and partnership. Members ers shall treat all persons with
respect and courtesy. In the course of discussions, members shall make their
arguments the merits of the issue rather th engaging in personal remarks or
attacks on person's holdifig positions other than their own ..
2. All members shall remain aware that the activities of the T C are funded by fees
raised fro 'm the -public; and that the T C is recommending expenditUres of .public
funds. Members shall act prudently and in the best interest of the 'u.blic when
making fiscal and policy decisions.
3. Members shall v lurnt rily us the M's elves from all discussions and votes} 'arid
shall 'refrain from expressing any opinion to other members can issues where any
one of the- following appl i.
. The. member holds a financial interest such that the member could
fir n i lly benefit from the action or issue being considered.
b, The member is are owner or investor of a business. th TAB. is considering
doing business with.
The member owns land that is being considered for purchase or lease by
the TAC or by any program funded by the T Q*
d. A charity, y co0munity group or non-govern ment rgani tion to which the
member belongs or Contribute' funds would receive funds from the TAC
for projects or services.
. A person in the mem-b r' -.f rally could benefit fin n l l.ly from the -action or
issue bei.ng considered. mi'l y includes. the members' spouse, . efilldren,
step - children, grandchildren and step-grandchildren, as 'well as - siblings
and parents of the member and the marnber's spouse.
4, A member r c sing themselves shall mean (a) n u n ' cing the member has
conflict of interest when the item is opened for discussion, b leaving the
meeting morn before discussion on the matter commences, and c not returning
to the morn until after discussion and any vote on the matter is conoluded.
5. Members shall periodically conduct a self- assessment and 'inventory of any
potential conflicts of 'Interest they may have arid, if the -member is unsure whether
or not a conflict exists, the member shall discuss the iSSue with th.e T C Chair,
the Administrator, TAC Legal Counsel or legal counsel for the member's wn
agency.
6. In the event a member falls to recuse him or her self during discussion . f an
issue where the member appears to have a conflict of interest, the Chair of the
meeting shall ask the member to recuse him or her .self and shall halt discussion
about the issue until the member has left the ram.
", Members shall not engage in financial transactions using non - public information
nor allow the improper use of such information to further any personal or private
interest.
5/6/13 28
TA C MEMORANDUM OF AGREEMENT
8. Members shall not solicit or accept any gift or other item of monetary value from
any person or entity seeking official action from, doing business with, or
conducting activities regulated by the TAG, or whose interests may be
substantially affected by actions of the TAC. Gifts do not include coffee, tea,
donuts, discounts available to the general public, greeting cards or plaques of
minor intrinsic value. It is appropriate and prudent for members to decline even
items of minor r intrinsic value from sources described in this section,
9# Members shall not knowingly make una'uthorized commitments or promises of
any kind purporting to ire the TAC to take any type of action or t re any
contract, program or other commitment.
10, Members shall not use their membership on the TAC for private gain,
11. shall always act impartially and objectively and not give preferential
treatment to any organization or individual.
2. Members shall not seek or accept any contract to provide services to the TAC f'r
period of at least six 6 months after termination of their membership on the
TAC.
3. Members shall adhere to, and be vigilant that the C adheres to, all applicable
state, federal and local laves. and regulations,
1 , Ail members shall participate in a TAC-sponsored Ethics Training biennially.
15. Members' shall ehdeavor to avoid any actions or statements that violate, or that
create the appearance that they are violating, the law or any ethical standards
set forth in this Aftachment.
5/ 6/13
'AC MEMORANDUM OF AGREEMENT
ATTACHMENT
PROCEDURES FOR TRANSFER of COUNTYWIDE FUNDS FROM FISCAL AGENT
TO CONTRACTING AGENT
The following procedures shall be used in the event the Fiscal Agent and the Contracting
Agent are different 'ails.
1. As part of its review and approval of the Annual w rkpl n and Budget, the IC shall establish
the amount of funds and the schedule for transfer of funds from the Fiscal Agent. to the
Contracting ent for the upcoming fiscal year.
2. Upon approval of the Annual W rl pl n :and budget by the Commission, the IC may take
appropriate actions consistent with the Annual wor kpl n and Budget, including but not limited
t, the following:
A. Direct the Fiscal Agent to transfer spepific. amount(s) of Countywide Funds to the
Contracting Agent on a specified schedule. The schedule ma.y ma. call for annual, quarterly,
or more frequent transfers, as needed for the -fiscal year.
B. Adjust the tiring and/or the amount(s) of funds to e transferred by the Fiscal Agent
to the Contracting agent if circumstances change wring the year, or if there are other
reasons to o so.
C. In the event the IC directs a change in the scope. of work for an existing Outside
Contractor that will increase the cost of the work, the IC may direct the Fiscal Agent to
transfer additional funds to the Contracting Agent to pay for the amended scope o.r
work.
3. In the event the Fiscal Agent is also serving as the Administrator, the IC shall direct the
Fiscal Agent to transfer funds to the Contracting Agent for payment of the Administrator, The
Contracting Agent shall pay the Administrator pursuant to the contract executed between the
Contracting Agent and the Administrator.
4. If a single PARTY is serving as the Fiscal Agent and the Contracting Agent, the IC
may direct that PARTY to retain a specified amount of Countywide Funds to pay the
e
PARTY for performing the services of Fiscal Agent and Contracting Agent.
6. In the event a single PARTY is serving as the Fiscal Agent, the Administrator and the
Contracting Agent, the IC will direct the PARTY to irplrent the Annual worpin and
Budget as approved by the IC and the Commission. This includes paying the costs
specified in the approved Budget for the PARTY performing the duties of the
Administrator, the Fiscal Agent and the Contracting Agent, as well as carrying out the
duties of each.
6. if the Contracting Agent is, at any time, running Out Of kinds or projects a shortfall in
funds due to changed wnditions or circumstances, the Contracting Agent shall
immediately inform the IC and the Fiscal Agent and proceed according to the directions
of the 10.
7. when ,Waking transfers of funds to the Contracting Agent, the Fiscal Agent shall
make the required arrangements for an electronic transfer of funds or for preparation of
check made payable to the Contracting Agent.
8. If the Contracting Agent does not receive funds from the Fiscal Agent pursuant to the
schedule ule directed ' y the IC, the Contracting Agent shall promptly inform the Fiscal
Agent and the Fiscal Agent shall promptly arrange for the funds to e transferred.
5!611 0
TAC MEMORANDUM OF AGREEMENT
9, At the end of the fiscal year, the IG will review the Year End Contract Status Report
from the Contracting Agent, the Year-End Budget Report from the Fiscal Agent, and the
Year-End Report from the Administrator. The IC may direct the Contracting Agent to
transfer unspent, unencumbered funds to the Fiscal Agent or to retain such funds for
use in the following fiscal year. The Contracting Agent will promptly comply with the
directions of the IC.
10. If the IC directs the Co ntra ctin g Agent to tra We r unspent fu n d's to the F 1 sca I Agent,
the Fiscal Agent shall acknowledge receipt of such funds to the Contracting Agent and
shall note the transfer in the accounting records of the Fiscal Agent pursuant to
generally accepted government accounting procedures.
5/6/13 '31