1 FIRST AMENDMENT TO
CENTRAL DISPOSAL SITE AND FORMER LANDFILLS
SETTLEMENT AGREEMENT
BETWEEN
THE COUNTY OF SONOMA
AND THE COMMITTED CITIES
The County of Sonoma (the “County”) and the Committed Cities (as defined below) (collectively, the “Parties” and individually any “Party”) first entered into that certain Central Disposal Site and Former Landfills Settlement Agreement, with an effective date of April 1, 2015 (hereinafter “Settlement Agreement”). This First Amendment to the Settlement Agreement (“First Amendment”) shall become effective as of the date it is fully executed by all Parties.
R E C I T A L S
A. As defined by the Settlement Agreement, the "Committed Cities" refers to those cities that have executed Waste Delivery Agreements with Republic Services of Sonoma County (“Republic”), which are as follows: the City of Cloverdale, the City of Cotati, the City of Healdsburg, the City of Rohnert Park, the City of Sebastopol, the City of Santa Rosa, the City of Sonoma, and the Town of Windsor.
B. Pursuant to the Master Operations Agreement between the County and Republic and the Settlement Agreement between the County and the Committed Cities, the County has collected funds on all Committed City Waste for the benefit of the County and Committed Cities to cover environmental liabilities associated with the Former Urban Landfills and the Central Disposal Site (or “CDS”);
C. These funds are held within the County’s Treasury Pool and may be used only pursuant to the Settlement Agreement. Specific funds authorized by the Settlement Agreement and relevant here include: (i) the County Contingent Liability Reserve Fund, available to the County to address Unexpected Events (as defined by the Settlement Agreement) at the Former Urban Landfills and/or to cover unfunded liabilities at the CDS in the event of a Default by Republic; (ii) the Sonoma Leak Fund, designated to address Unexpected Events at the former Sonoma Landfill; and (iii) the Healdsburg Leak Fund, designated to address Unexpected Events at the former Healdsburg Landfill.
D. The Sonoma County Waste Management Agency (“Agency”) has acquired property located at 5885 Pruitt Avenue, Windsor, California (APN 059-271-082) (the “Property”), where it desires to develop a household hazardous waste collection facility, which may include offices for the Agency’s staff and administrative functions (the “HHW Facility”). The proposed HHW Facility would further the Agency’s household hazardous waste (“HHW”) program by providing improved access to HHW drop off and collection services to residents of 2 the cities and unincorporated areas in the northern part of Sonoma County, thereby helping to divert HHW from the CDS.
E. The Agency is requesting a line of credit from the County to construct the HHW Facility. Under the Joint Exercise of Powers Act (Government Code section 6000 et seq.), specifically Government Code section 6504, member agencies of a joint powers authority are allowed to make “advances” to the authority in furtherance of the purposes set forth in the joint powers agreement, with the advances repaid according to the terms of the joint powers agreement. The County, as a member agency of the Agency, desires to provided the requested line of credit, provided the lending funds can be made available from the County Contingent Liability Reserve Fund, the Sonoma Leak Fund, and the Healdsburg Leak Fund.
F. The County Contingent Liability Reserve Fund, the Sonoma Leak Fund, and the Healdsburg Leak Fund (collectively, the “Reserve Funds”), which together had a balance of approximately $21,165,981 as of October 31, 2025, are supplemental to the Former Urban Landfill Fund, which is the primary fund established under the Settlement Agreement to manage long-term liabilities at the closed urban landfills. During the anticipated term of the proposed line of credit to the Agency, the Reserve Funds are not immediately needed for their intended purposes, though the Parties agree these funds should be maintained over the long term to address potential future liabilities.
G. Under the terms of the Settlement Agreement, the County Contingent Liability Reserve Fund, the Sonoma Leak Fund, and the Healdsburg Leak Fund are each restricted for specific purposes as set forth therein. To issue the requested line of credit to the Agency, the County has requested, and the Committed Cities have agreed, to amend the Settlement Agreement for the limited purpose of allowing the County to use amounts from these Reserve Funds to fund the proposed Agency line of credit, as more specifically described herein.
H.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:
A G R E E M E N T
1. The above recitals are true and correct.
2. Section 6.6 “Use of County Contingent Liability Reserve Fund” of the Settlement Agreement is hereby deleted and replaced as follows:
6.6 USE OF COUNTY CONTINGENT LIABILITY RESERVE FUND
During the term of this Agreement, the County shall retain the County Contingent Liability Reserve Fund in a separate account to be available to the County to: (i) fund Unexpected Events at the Former Urban Landfills; and/or (ii) be used in connection with 3 unfunded liabilities at the CDS in the event of a Default by Republic; and/or (iii) be used as a revolving line of credit for the benefit of the Sonoma County Waste Management Agency (“Agency”) pursuant to an agreement between the County and the Agency that requires all sums borrowed by the Agency be repaid on or before [day/month] 2054 (“Line of Credit Agreement”).
3. In addition to the County Contingent Liability Reserve Fund, the Settlement Agreement also set aside other funds for the benefit of the County and Committed Cities to cover the environmental liabilities associated with the Former Urban Landfills. These funds include the Healdsburg Leak Fund and the Sonoma Leak Fund. The parties agree that the Healdsburg Leak Fund and the Sonoma Leak Fund may be used to fund a revolving line of credit for the benefit of the Sonoma County Waste Management Agency pursuant to the above-referenced Line of Credit Agreement.
4. The parties understand that the funds provided to the Sonoma County Waste Management Agency pursuant to the above-referenced Line of Credit Agreement may not be fully repaid to the County before the expiration of the Waste Delivery Agreements. County shall undertake reasonable efforts to ensure repayment to the County of all funds provided to the Sonoma County Waste Management Agency so as to ensure that the line of credit to the Agency does not impair the reasonable expectations of the parties hereunder; i.e. that such funds remain available for the term of the Settlement Agreement for the purposes described therein. Notwithstanding the foregoing, the parties agree that any funds that may be due but are not yet paid to the County under the Line of Credit Agreement shall not be considered directly or indirectly available to fund any liabilities that may arise under the Settlement Agreement for the duration of the Agency’s repayment period.
5. Except to the extent the Settlement Agreement is specifically amended or supplemented hereby, the Settlement Agreement, together with exhibits is, and shall continue to be, in full force and effect as originally executed, and nothing contained herein shall, or shall be construed to modify, invalidate or otherwise affect any provision of the Settlement Agreement or any rights of the Parties arising thereunder.
6. This First Amendment shall be governed by and construed under the internal laws of the State of California, and any action to enforce the terms of this First Amendment or for the breach thereof shall be brought and tried in the County of Sonoma.
THE COUNTY AND EACH OF THE COMMITTED CITIES HAVE CAREFULLY READ AND REVIEWED
THIS FIRST AMENDMENT AND EACH TERM AND PROVISION CONTAINED HEREIN AND, BY
EXECUTION OF THIS FIRST AMENDMENT, SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO.
4 IN WITNESS WHEREOF, this First Amendment to the Settlement Agreement shall be effective as of the Effective Date.
County of Sonoma
Dated: ___________________ By: __________________________________ Name: Rebecca Hermosillo
Title: Chair of the Board of Supervisors
APPROVED AS TO FORM FOR COUNTY OF
SONOMA
By: _________________________________
Name: Lisa Pheatt
Title: Deputy County Counsel
City of Cloverdale
Dated: _______________________ By: _________________________________ Name: _______________________________
Title: ________________________________
APPROVED AS TO FORM FOR CITY OF
CLOVERDALE
By: _________________________________
Name: Alex Mog
Title: City Attorney
City of Cotati
Dated: _________________________ By: _________________________________ Name: _______________________________
Title: ________________________________
5 APPROVED AS TO FORM FOR CITY OF COTATI
By: _________________________________
Name: John Bakker
Title: City Attorney
City of Healdsburg
Dated: ___________________ By: _________________________________ Name: _______________________________
Title: City Attorney
APPROVED AS TO FORM FOR CITY OF
HEALDSBURG
By: _________________________________
Name: Samantha Zutler
Title: City Attorney
City of Rohnert Park
Dated: ____________________ By: _________________________________ Name: _______________________________
Title: ________________________________
APPROVED AS TO FORM FOR CITY OF
ROHNERT PARK
By: _________________________________
Name: Michelle Kenyon
Title: City Attorney
City of Santa Rosa
Dated: ____________________ By: _________________________________ Name: _______________________________
Title: ________________________________
6 APPROVED AS TO FORM FOR CITY OF SANTA
ROSA
By: _________________________________
Name: Teresa Stricker
Title: City Attorney
City of Sebastopol
Dated: ___________________ By: _________________________________ Name: _______________________________
Title: ________________________________
APPROVED AS TO FORM FOR CITY OF
SEBASTOPOL
By: _________________________________
Name: Alex Mog
Title: City Attorney
City of Sonoma
Dated: ___________________ By: _________________________________ Name: _______________________________
Title: ________________________________
APPROVED AS TO FORM FOR CITY OF
SONOMA
By: _________________________________
Name: David Ruderman
Title: City Attorney
Town of Windsor By: _________________________________
Name: _______________________________
Title: ________________________________
APPROVED AS TO FORM FOR TOWN OF
WINDSOR
By: _________________________________
7 Name: Jose Sanchez
Title: Town Attorney