COUNTY OF SAN MATEO

Inter-Departmental Correspondence

Department of Public Works

DATE:

January 25, 2006

BOARD MEETING DATE:

February 7, 2006

SPECIAL NOTICE/HEARING:

None

VOTE REQUIRED:

Majority

TO:

Honorable Board of Supervisors

FROM:

Neil R. Cullen, Director of Public Works

SUBJECT:

First Amended and Restated Joint Exercise of Powers Agreement for the South Bayside Waste Management Authority – South Bayside Area of the County

Recommendation

Adopt a resolution authorizing the President of the Board to execute the First Amended and Restated Joint Exercise of Powers Agreement for the South Bayside Waste Management Authority (JPA Agreement).

Vision Alignment

Commitment: Responsive, effective and collaborative government.

Goal(s): County and local governments effectively communicate, collaborate and develop strategic approaches to issues affecting the entire County.

An amendment to the JPA Agreement requires approval of at least 2/3rds
(8 members) of the member agencies of the JPA. Your Board’s approval of the
JPA Agreement is part of the approval process.

Background

Previous Board Action

Became a member of the SBWMA in 1982, which is comprised of 12 jurisdictions: Atherton, Belmont, Burlingame, East Palo Alto, Foster City, Hillsborough, Menlo Park, Redwood City, San Carlos, the City of San Mateo, the County of San Mateo, and the West Bay Sanitary District.

Deferred taking action on the amendment to the JPA agreement at your
December 6, 2005, regular meeting, and directed staff to report back on the action taken on the Agreement by the other JPA member agencies.

History

The SBWMA owns the San Carlos Transfer Station and Recyclery and operates these facilities, including their waste diversion programs, through an agreement with Allied/BFI. The Authority also manages the debt service related to the facilities. While each member agency has its own franchise agreement with Allied Waste/BFI for collection services within their jurisdictions, the SBWMA provides coordinated waste management related staff services to the member agencies including rate review and recycling program services.

The Authority is in the process of recruiting for its first executive director. An amendment of the SBWMA joint powers agreement is needed to create this position and define its scope. The Authority is also using this opportunity to update the language of the JPA Agreement and to propose some additional changes. The proposed document is being called the “First Amended and Restated Joint Exercise of Powers Agreement for the South Bayside Waste Management Authority” because of these additional changes.

Your Board considered the amendment to the JPA agreement at your December 6, 2005, regular meeting, but deferred taking action as two member agencies, the City of Belmont and the West Bay Sanitary District, objected to the amendment. They expressed concerns related to the composition of the JPA’s Board of Directors and the salary range for the new Executive Director’s position.

The Chair of the JPA responded to the concerns of the agencies (copy attached), and the agreement has been approved by two-thirds (2/3rds) of the governing boards of the member agencies (see attached chart) and is therefore in effect as provided for by the provisions of the original JPA agreement.

Discussion

Significant Changes

The following table summarizes the most significant changes to the existing
JPA Joint Powers Agreement.

Function

Current JPA Agreement

Proposed JPA Agreement

Term of the JPA Agreement

Continues until terminated by a two-thirds (23rds) vote of the directors present when the matter is considered, but not before December 31, 2019, or a date when all requirements of all financing instruments of the SBWMA have been satisfied, whichever is later.

The following is added after the reference to December 31, 2019: “or such further period of time necessary to repay any revenue bonds issued by the SBWMA.”

Composition of the SBWMA Board of Directors

One director from each agency. A member agency’s director may be their: City/County Manager, Assistant City/County Manager, Finance Director, Director of Public Works or their designee.

A member agency’s director may also be their: Assistant Finance Director, Assistant Director of Public Works, or Environmental Programs Manager. The wording “or the equivalent position” is added to all designated job titles.

The wording “or their designee” is eliminated.

Chair of the SBWMA Board of Directors

The Director from San Carlos

A director from any member agency. Chair to be elected annually by a vote of the Board of Directors.

Duties of the Chair

Includes duties that will be assumed by the Executive Director.

Conduct Board meetings. Review and set meeting agendas with the Executive Director. Signs official SBWMA documents.

Executive Director (ED)

Not addressed.

Position is created. The ED is appointed by the Board and serves at the will of the Board. Duties defined.

SBWMA Powers

Several, including the power to acquire, dispose of or transfer real property, the power to enter into or amend franchise agreements for the operation of the facilities of the Authority, and the power to issue or refinance bonds or notes.

The specific powers highlighted under the current agreement dealing with real property, franchise agreements for facilities, and bonds or notes will now require the approval of two-thirds of the governing bodies of the member agencies prior to the Authority exercising those powers.

Regular Meetings of the Board

At least two meetings each FY.

Monthly meetings.

Unchanged Aspects of the JPA Agreement

The following table identifies some relevant aspects of the JPA agreement that will remain unchanged.

Function

Current and Proposed JPA Agreements

Meetings of the Board of Directors

Must be in accordance with the Brown Act.

Quorum

A majority of the directors constitutes a quorum for the transaction of the business of the Board of Directors.

Voting Rights

Each member agency is entitled to cast one vote on any matter presented to the Board of Directors for a vote.

Voting Requirement

A vote of two-thirds (2/3rds) of the directors present, provided there is a quorum, constitutes the act of the Board of Directors.

Withdrawal from the JPA of a Member

A member agency seeking to withdraw from the Authority must:

Ø

Liquidate in full its proportion of all existing debts of the Authority;

Ø

Notify the SBWMA at least six months prior to the end of the current rate year;

Ø

Achieve the affirmative vote of four-fifths (4/5ths) of the member agencies (i.e. 10 of the 12 member agencies).

The other proposed changes to the document update and clarify language, delete obsolete text or make non-substantive changes. A redlined copy of the proposed First Amended and Restated Joint Exercise of Powers Agreement for the South Bayside Waste Management Authority is attached for your review.

The JPA Agreement and a resolution have been approved as to form by County Counsel.

Fiscal Impact

Neither the activities of the SBWMA nor the County’s participation in the Authority have any impact on the County General Fund. The authority’s expenses are covered by revenue generated by the operation of the San Carlos Transfer Station and Recyclery. The County’s participation in the Authority is an expense of the County’s Solid Waste Fund.