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HomeMy WebLinkAbout96- Headwaters Cooperative Recycling Project Agreement - ,. I . . HEADWATERS COOPERATIVE RECYCLING PROJECT AGREEMENT THIS AGREEMENT is made and entered into as of July , 1996, by and among GALLATIN COUNTY, BROADWATER COUNTY, JEFFERSON COUNTY, BUTTE-SILVER BOW COUNTY, LEWIS & CLARK COUNTY, GRANITE COUNTY, MADISON COUNTY, PARK COUNTY, POWELL COUNTY, SWEET GRASS COUNTY, the City of Bozeman, the City of Helena, YELLOWSTONE NATIONAL PARK, and any other Counties, Cities, Towns, and Solid Waste Districts accepted by the Headwaters Cooperative Recycling Project hereinafter called "the Project". "The Entities" are those Counties, Cities, Towns, and Solid Waste Districts that sign this Agreement. Collectively this group shall be known as the Headwaters Cooperative Recycling Project, hereinafter called "the Project". WHEREAS, the Entities are desirous of providing for the pickup, consolidation, and sale of certain tj'pes of recyclable materials and adding in the future other operations which are mutually agreeable. NOW, THEREFORE, in consideration of the mutual covenants and agreements between the parties hereto, it is agreed as follows: CONTENTS l. The purpose of the Interlocal Agreement 2. Goal 3. Duration 4. Administration: Board of Directors 5. Collection Containers 6. No Separate Legal Entity is Created 7 _ Financing 8. Insurance 9. Property 10. Liability 1l. Termination 12. Additional Entities 13. Enforcement of Agreement 14. Execution of Agreement 1. THE PURPOSE OF THIS INTERLOCAL AGREEMENT. The initial purpose of this Interlocal Agreement is to provide the organization for the pickup, consolidation, and sale of certain types of recyclable materials from Southwest Montana and Yellowstone National Park. This is a statutory Interlocal Agreement under the Interlocal Cooperation Act, Title 7, Chapter 11, Part 1, MC.!),. and Section 75-10-112(19), MCA Certified copies of this Interlocal Agreement shall be filed with the Montana Secretary of State and with the county clerk and recorders of all counties where there are Entities_ - The Proj ect Work Program, hereinafter called the Program, is attached as Exhibit "A" and the provisions therein are incorporated by reference. 2 . GOAL. The goal of this Agreement is to reduce the amount of solid waste requiring disposal. 3 . DURATION. This agreement is for five (5) years, which may be extended by the Entities. 4 . ADMINISTRATION: BOARD OF DIRECTORS. A governmental regional recycling board of directors shall exercise the powers incidental, implied, expressed, or necessary for the accomplishment of the purpose of this Agreement, as provided by the attached Bylaws of the Headwaters Cooperative Recycling Board (Board) . The Bylaws may be altered, amended, repealed or new Bylaws adopted only with the approval of three quarters (3/4 ) of the total Board after giving two weeks written notice of the intention to change the Bylaws. Each Entity shall appoint one director to the Headwaters Cooperative Recycling Project Board. The Board is authorized to do all acts necessary for the exercise of the purposes of the Program, including, but not limited to the following, subject to the approval of the governing bodies of the Entities: a. coordinate, develop, implement, and manage the funding, construction, operation, and maintenance of a Regional Recycling Program, b. charge rates, tolls, or fees in connection with the operation of the Program, c. initiate contract for goods and services (not to exceed the budgeted amount) , which contracts shall be approved by the governing bodies of the entities. d. purchase, rent, or lease land, equipment, and material necessary to develop and implement an effective recycling Program, e. employ personnel on terms determined by the Board and who would be subject to Jefferson County personnel policies for administrative purposes, including payroll and benefits, unless specifically changed by the Board. f. cooperate with any corporation, association, individual, or group of individuals, including any agency of the federal, state, or local government, in order to develop and implement an effective program, g. apply for and receive funds, gifts, grant s , or donations from any source for advancing the Program and acquire by gift, deed, or purchase, land necessary to implement the Program, h. construct facilities and maintain the facilities to accomplish the purposes of the Program. It is the intention of the entities of the governmental bodies of the entities to maintain control over all contracts of the Project. 5. COLLECTION CONTAINERS. Each Entity will be responsible for purchasing, leasing, or otherwise making provision for its share of the collection containers to be placed in locations selected at the discretion of the local entity, with Board approval. Grant Containers shall be the property of the Entity where they are placed. It is contemplated that the initial containers may be purchased with Grant funds, which may requlre local Entity matching funds. The containers shall be used for the collection of approved recyclable materials. All containers and locations used for the project shall be approved by the Board. Each Entity shall be financially responsible to maintain the area around the containers in a neat and clean condition, and shall maintain signs and instructions on the use of the containers. The Board shall employ a Collections Manager to oversee the Project. Each Entity shall notify the Collections Manager immediately when one or more of the collection containers is at or near a state of overflowing. Each Entity shall be responsible to ensure that the containers are kept in a serviceable condition. In the event of damage or destruction of a container, the Entity shall make arrangements to repair or replace the damaged container within one week of being notified by the collections manager that the container is not serviceable. However, damage to the containers by the contractor will be the sole responsibility of the contractor. A damaged container must be repaired or replaced within 48 hours. 6. NO SEPARATE LEGAL ENTITY. This Interlocal Agreement does not create a separate legal entity. 7. FINANCING. While it is contemplated that the Program will strive to be self supporting, it is realized that a subsidy might be necessary from the Entities. It is intended that the Program be funded in substantially the same proportion as the population that each Non-Federal Entity bears to the total population of all Entities, based on the most recent U.S. Census. However, the total cost per Entity shall not exceed $ .10 per capita per ~onth ($1.20 per capita per year). . Federal Entity funding shall be calculated by using the Entity's refuse tonnage divided by the average tons/household/year, which is 1. 5, times $1.20/year. Any debt may be serviced by fees levied upon the member Entities on an annual basis. For tb..is reason, termination of one or more Entities will require that a prorated share of that debt will be paid off or assumed by the terminating party. Debt that is serviced by other income will not be subject to this requirement. S . LIABILITY. All parties shall comply with State and Federal laws and regulations. No hazardous waste as defined by the Environmental Protection Agency (EPA) and the State of Montana Department of Environmental Quality will be accepted. Each Entity agrees to hold harmless, defend and indemnify the other Entities for acts of any of its agents. 9. INSURANCE. Each Entity shall provide a certificate of insurance naming the other Entities as additional insureds for liability in at least the amounts of $750,000.00\$1,500,000.00. 10. PROPERTY. If this Agreement lS totally terminated, all property, except containers, shall be appraised and sold at fair market value and the proceeds divided in a ratio in proportion to the money put into the program by the Entities. Containers shall be sold at fair market value and the Entities shall be reimbursed their proportion of the purchase value of the containers in each Entity. 1.1.. TERMINATION. Any Entity may terminate its participation in this Agreement by written notification, to the other Entities, not later than April 1st of any year, to be effective on June 30th. Such notice is to allow the Board to make necessary budgetary alterations. The Board may waive this notice requirement should it be in the best interest of the Project. Entities may be voted out by a 3/4 vote of the Board of Directors. The remaining Entities shall have the fist option to purchase the terminated Entities' containers. 1.2 . ADDITIONAL ENTITIES. Additional cities, counties, and solid waste districts may be added by a three-quarters (3/4) vote of the Board, under terms to be determined by the Board. 1.3 . ENFORCEMENT OF AGREEMENT. Venue for any court action on this Agreement shall be the Fifth Judicial District Court, Jefferson County, or the appropriate federal court. Parties shall //, have any remedies allowed by Montana law to enforce this Agreement. Third party suits shall be held J..n the county or district where the claim occurs or as otherwise provided by law. 14. EXECUTION OF AGREEMENT. This Agreement consisttng of this page and four (4) prior pages may be executed in counterparts/ each of which shall be deemed an original but all of which taken together shall constitute one instrument. September DATED as of .J\i~ 30 / 1996. BOZEMAN ~ COUNTY/CITY ~~) ~ ~ lty anager ~'/~ ATTEST: ;GER~T/City Clerk County/City Clerk COUNTY/CITY COUNTY/CITY ATTEST: ATTEST: County/City Clerk County/City Clerk COUNTY/CITY COUNTY/CITY - ATTEST: ATTEST: County/City Clerk County/City Clerk COUNTY/CITY COUNTY/CITY ATTEST: ATTEST: County/City Clerk County/City Clerk . BYLAWS OF THE . HEADWATERS COOPERATIVE RECYCLING PROJECT BOARD ARTICLE ONE: Creation ARTICLE TWO: Powers and Duties of the Board ARTICLE THREE: Board of Directors . Section 1. Directors Section 2. Terms Section 3. Absenteeism Section 4. Vacancies Section 5. Compensation ARTICLE FOUR: Officers Section 1. Elections Section 2. Chair Section 3. Vice Chair Section 4. Secretary ARTICLE FIVE: Meetings Section 1. Annual Organizational Meetings Section 2. Regular Meetings Section 3. Special Meetings Section 4. Quorum Section 5. Manner of Action Section 6. Parliamentary Procedure Section 7. Notice of Meetings Section 8. Open Meeting Requirements Section 9. Agenda Section 10. Minutes ARTICLE SIX: Committees ARTICLE SEVEN: Fiscal Year and Budget ARTICLE EIGHT: Employees Subject to County Personnel Manual ARTICLE NINE: New Entities and Termination of Membership ARTICLE TEN: Amendments to Bylaws ARTICLE ELEVEN: Approval of Bylaws . BYLAWS OF THE HEADWATERS COOPERATIVE RECYCLING PROJECT BOARD ARTICLE ONE Creation The Headwaters Cooperative Recycling Project Board (Board) is created pursuant to an Interlocal Agreement dated July , 1996, to develop recycling and other mutually agreed upon operations in the cooperative area. ARTICLE TWO Powers and Duties of the Board The Board is authorized, in its name, to do all acts necessary for the exercise of the purpose of the Program, including, but not limited to: a. coordinate, develop, implement, and manage the funding, construction, operation, and maintenance of a Regional Recycling Program, b. charge rates, tolls, or fees in connection with the operation of the Program, c. contract for goods and services (not to exceed the budgeted amount) , d. purchase, rent, or lease land, equipment, and material necessary to develop and implement an effective recycling Program, e. employ personnel on te:rms dete:rmined by the Board of Directors and who would be under Jefferson County for administrative purposes, including payroll and benefits, f. cooperate or contract with any corporation, association, individual, or group of individuals, including any agency of the federal, state, or local government, in order to develop and implement an effective Program, g. apply for and receive funds, gifts, grants, or donations from any source for advancing the Program and acquire by gift, deed, or purchase, land necessary to implement the Program, h. construct facilities and maintain the facilities to accomplish the purposes of the Program. 2 . . ARTICLE THREE Board of Directors Section 1. Directors. The Board shall have one director appointed by the governing body of each Entity. Section 2. Terms. The terms of directors shall be staggered at the first meeting by lots for one, two or three years, as evenly divided as possible with any overage going to a longer term. Directors from new entities shall be given staggered terms going in rotation beginning with the longer term. Section 3. Absenteeism and Proxy Votinq. The proper functioning of the Board is seriously impaired by the absence of its members. Absenteeism is the responsibility of the governing body which appoints a Director. If a Director has two consecutive absences from regularly scheduled meetings during the year, the appointing governing body shall be informed and a replacement provided. If a director is unable to attend a meeting, the governing body which appointed that director may appoint, in writing, a substitute who shall have all the rights of the regular director, except holding an office. Section 4. Vacancies. Vacancies for Directors shall be filled by the appointing governing body for the unexpired portion of the term. Section 5 . Compensation. Directors are not compensated other than for necessary expenses approved by the Board. Mileage shall be paid by the Project. Therefore, the cost is not unfairly borne by those the farthest away. Per diem is the responsibility of each Entity. ARTICLE FOUR Officers Section 1. Elections. Officers shall be elected at the first regular meeting in each fiscal year, and shall serve until the first regular meeting in the following fiscal year and until a successor is qualified. Officers elected to fill vacancies shall serve until the first regular meeting in the following fiscal year. Section 2. Chair. The Board shall elect a Chair who shall conduct all meetings and business of the Board. Section 3. Vice Chair. The Board shall elect a Vice Chair who shall conduct all meetings and business of the Board in the Chair's absence. 3 . . . . Section 4. Secretary. The Board shall elect a Secretary who shall: a. keep minutes of the Board meetings in one or more books provided for that purpose; b. see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; and, c. bring a copy of these Bylaws to every meeting. Section 5. Temporarv Chair to Conduct Meetinqs. If the Chairman or the Vice Chairman are not present at a meeting where there is a quorum, those present may select a temporary Chairman to conduct the meeting. ARTICLE FIVE Meetinqs Section 1. Annual Orqanizational Meetinqs. The first meeting of every fiscal year shall be designated as the annual organization meeting to: a. receive new Directors; b. elect officers; and c. review the objectives which guide the Board. Section 2. Reqular Meetinqs. Regular meetings shall be held. The Board shall determine the time and place of meetings and how public notice is to be given. Section 3. Special Meetinqs. Special meetings shall be at the call of the Chair or the request of three (3) Directors. Section 4. Quorum. A majority of the number of member Entities plus one constitutes a quorum for all meetings. However, if there is less than a quorum, those Directors present may take testimony, discuss matters, and then at the next meeting where a quorum is present report to the rest of the Board. The Board may approve or disapprove the report, and the Board may or may not take action on the report. Section 5. Manner of Action. An act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except where otherwise provided by law or by these Bylaws. 4 . . ~ Section 6. Parliamentary Procedure. For all procedural matters not specifically covered in these Bylaws, the controlling parliamentary authority for the Board is Robert's Rules of Order, Newly Revised, 1990 Edition. The Chair, being a co-equal member of the Board, shall in addition to presiding, have a right to participate in debate, and shall vote on all motions, and not only where the vote of the chair would create or break a tie. A motion, once stated and seconded, limits the debate to points relevant tot he motion. Prior to a formal motion being stated, general discussion of, and the presentation of information relevant to an agenda item being considered is in order. Before the consideration of any measure or the taking of any action, concerning which a public hearing has not been previously held, or will not be held, the chair may allow members of the audience to be heard. No member of the audience may be heard during or after the Board discussion, The Chair may reasonably limit audience participation at any time. Reconsideration of any action of the Board may be allowed at any time, upon motion of any Director. In order to reconsider a previous action of the Board, a majority of those Directors present must vote to reconsider. Routine matters, such as setting meeting times and adjournment, may be by consensus rather than by motion and vote. Section 7. Notice of Meetinqs. The Secretary shall notify all Directors of all meetings either in writing or by FAX at least seven (7) days in advance. Section 8. Open Meetinq Reauirements. All meetings of the Board are open to the public. Section 2-3-203(1), MCA. Meetings may be closed to the public when the discussion relates to a matter of individual privacy and then if, and only if, the Chair determines that the demands of individual privacy clearly exceed the merits of public disclosure. The right of individual privacy may be waived by the individual about whom the discussion pertains and, in that event, the meeting remains open to the public. Section 2-3-203(2), MCA. To comply with the spirit and intent of the Open Meeting law, appropriate public notice shall be given of all meetings. The Board shall establish a policy for promulgating Agenda. Section 9. Agenda. Agenda items should be submitted to the Secretary at least seven (7) days before a meeting. This rule may be suspended with the affirmative vote of a majority of the Board present to promptly and effectively consider unforeseen issues. 5 . . . . Section 10. Order of Business. The following order of business shall be followed at all regular meetings: a. Roll call b. Recognition of New Entities c. Minutes of preceding meetings and action thereon d. Unfinished business e. Mew business Section 11. Minutes. Minutes of all Board meetings'shall be kept by the Secretary or designee, and shall be signed by the Secretary and by the Chair after approval by the Board at the next meeting. The minutes shall be open for public inspection. The Minutes need not have detailed reports of discussions, but shall include all motions and a roll call vote of the Directors on major motions. The minutes shall include the names of the Directors present, the Directors absent, staff, and public attending. ARTICLE SIX Committees The Board may establish such committees as are necessary, including an Executive Committee. ARTICLE SEVEN Fiscal Year and Budqet The fiscal year begins on July 1st of each year. The Board shall consider, approve, and present a budget before April 1st of each year tot he governing bodies of the Entities. ARTICLE EIGHT Emp10vees Subiect to Jefferson County Personnel Manual Board employees are subject to the Jefferson County Personnel Manual for administrative purposes, unless provisions are specifically changed by the Board. However, employees grievances shall be heard by the Board and the board, or a Board Committee. The Board shall evaluate employees annually and set salaries. ARTICLE NINE New Entities and Termination of Membership Additional cities, counties, and solid waste districts may be added by three-quarters (3/4) vote of the Board of Directors. Entities may be voted out by a 3/4 vote of the Board of Directors. 6 . . . . . ARTICLE TEN Amendments to Bvlaws These Bylaws may be altered, amended, repealed or new Bylaws adopted only with the approval of three quarters (3/4 ) of the total Board after giving two weeks written notice of the intention to change the Bylaws. ARTICLE ELEVEN Approval of Bvlaws . . These Bylaws are approved by the Headwaters Cooperative Recycling Project Board on , 1996. , Chair , Vice Chair ,Director ,Director ,Director ,Director ,Director ,Director ,Director ATTEST: J Secretary 7