City Council and Authorities Concurrent
June 4, 2024

1 MEMORANDUM OF UNDERSTANDING

AMONG LOCAL PUBLIC AGENCIES

IN SANTA CLARA COUNTY

FOR COUNTYWIDE FOOD RECOVERY PROGRAM
This Memorandum of Understanding (“MOU”) is entered into by and between the cities of Cupertino, a municipal corporation of the state of California; Gilroy, a municipal corporation of the state of California; Los Altos, a municipal corporation of the state of California; Milpitas, a municipal corporation of the state of California; Morgan Hill, a municipal corporation of the state of California; Mountain View, a municipal corporation of the state of California; Palo Alto, a municipal corporation of the state of California; San José, a municipal corporation of the state of California; Santa Clara, a municipal corporation of the state of California; Sunnyvale, a municipal corporation of the state of California; the West Valley Solid Waste Management Authority (on behalf of the cities of Campbell, Monte Sereno, Saratoga, and the Town of Los Gatos); the Town of Los Altos Hills, a municipal corporation of the state of California; and the County of Santa Clara, a political subdivision of the State of California; collectively “Parties” or individually as a "Party."

RECITALS
A. The signatory Parties are also “PARTIES” to the Memorandum of Agreement (“MOA”) entered into on June 14, 2013 for the Santa Clara County Recycling and Waste Reduction Technical Advisory Committee (“TAC”), which is a separate Committee created to assist the County of Santa Clara Recycling and Waste Reduction Commission (“RWRC” or “Commission”) that advances the interests of Party Jurisdictions by performing technical and policy review to inform parties and advise the Commission on solid waste management issues, and bring together varied expertise and viewpoints for planning and implementing the Commission approved annual workplan and budget. The MOA, which remains in effect, is attached hereto and incorporated herein by reference as Exhibit B.

B. California’s Short-Lived Climate Pollutant Reduction law (SB 1383, Lara, Chapter 395, Statutes of 2016) establishes methane reduction targets for California, including a target to increase recovery by 20 percent of currently disposed edible food for human consumption by January 1, 2025.

C. To meet the mandated statewide goal, SB 1383 requires each Jurisdiction in California to establish and monitor a robust food recovery program, which will strengthen the relationships between commercial edible food generators and food recovery organizations within their communities, requiring certain food businesses to send the maximum amount of edible food they would otherwise dispose to food recovery organizations and/or services.

D. The Parties have previously agreed to jointly administer and fund the cost of a countywide edible Food Recovery Program (the “Program”) through the Memorandum of Understanding Among Local Public Agencies in Santa Clara County for Food Recovery Program Costs entered into and covering the time period of July 1, 2023 to June 30, 2024 (“Former MOU”) to satisfy their respective obligations under SB 1383 and the corresponding regulations. The Former MOU is attached hereto as Exhibit C.

E. The Parties desire to execute this MOU to ensure ongoing operation of the countywide food recovery program to provide for their respective share of costs for the Program.

2 F. The West Valley Solid Waste Management Authority (“Authority”) was established by the cities of Campbell, Monte Sereno, Saratoga, and the Town of Los Gatos (collectively referred to as the “Member Agencies”), pursuant to the provisions of the Joint Exercise of Powers Act (Title 1, Division 7, Article1, Section 6500 et seq. of the California Government Code) to arrange for and manage the waste reduction, collection, reuse, disposal, recycling, and diversion of discarded materials originating in the participating municipalities; and in furtherance of that purpose, the Member Agencies and the Authority have entered into agreements authorizing the Authority to act as the representative of the Member Agencies in the Food Recovery Program.

NOW, THEREFORE, the Parties agree as follows:

SECTION 1. PURPOSE OF THE MOU

The purpose of this MOU is to establish a system of:

1) Ongoing management and operation of the Food Recovery Program. 2) Payment by the Parties for their share of the costs for implementation of the Program.

SECTION 2. EFFECTIVE DATE

This MOU shall be effective on July 1, 2024 (“Effective Date”), shall supersede the Former MOU, and shall automatically renew each year for all Parties, unless a Party withdraws, in accordance with Section 20 (Withdrawal From MOU) and subject to a Party’s annual appropriations of funds.

SECTION 3. DEFINITIONS
The original 2013 Memorandum of Agreement entered into between the parties (and as may be amended from time to time) defined in detail the duties of the TAC Administrator, Contracting Agent, and Fiscal Agent, and those definitions from the MOA shall apply to this MOU. For ease of reference, those definitions are summarized below.

3.1 The TAC Administrator provides administration and management services to the TAC and carries out the annual workplan.

3.2 The Contracting Agent executes contracts with outside contractors, including the Administrator and the Fiscal Agent that have been requested and approved by the Implementation Committee.

3.3 The Fiscal Agent serves as the treasurer of the countywide funds and is responsible for collecting the Solid Waste Planning Fee from all solid waste disposal facilities and non-disposal facilities located within Santa Clara County.

3.4 The Program Manager is the entity contracted by the Contracting Agent on behalf of the RWRC to implement the Santa Clara County Food Recovery Program.

Other terms used in this MOU that relate to the Food Recovery Program (e.g., including but not limited to the term “Jurisdictions”) are used as defined in SB 1383 and any implementing regulations, as may be amended from time to time.

SECTION 4. RESPONSIBILITIES OF THE TAC ADMINISTRATOR AND CONTRACTING AGENT

3 5.1 The TAC Administrator will provide administration and management of the Program. These duties include overseeing the work of the Program, development of the biennial budget, and inclusion of the Program in the annual work plan and budget. The costs to perform these duties will be included in the annual work plan and budget.

5.2 Contracts executed by the Contracting Agent with the Program, TAC Administrator and Fiscal Agent will be based on the approved budget for the Program. The Contracting Agent will provide an invoicing system to pay the Program Manager, TAC Administrator, and Fiscal Agent. The Contracting Agent shall provide the TAC Administrator with the proposed costs to perform these duties. The signatory Parties to this MOU (except when acting in their authorized capacities as Contracting Agent, TAC Administrator, and Fiscal Agent) are not direct parties to the third-party contracts entered into by those agents.

SECTION 5. RESPONSIBILITIES OF THE FISCAL AGENT

The Fiscal Agent will collect and receive funds from the Parties for implementation of the Countywide Food Recovery Program. The Countywide Food Recovery Program Funds will be segregated from the Countywide Solid Waste Program Funds in separately numbered and coded accounts that are readily identifiable as those containing Countywide Food Recovery Program Funds or Countywide Solid Waste Program Funds. The Fiscal Agent shall not expend, use or transfer any funds except in accordance with the annual work plan and budget.

The Fiscal Agent shall provide the TAC Administrator with the proposed costs to perform these duties.

SECTION 6. RESPONSIBILITIES OF THE PROGRAM MANAGER

The Program Manager will implement the Santa Clara County Food Recovery Program as described in Exhibit A.

SECTION 7. RESPONSIBILITIES OF THE PARTIES

The Parties will share costs of implementing the Program as described in Section 9 and undertake the duties assumed by the Jurisdictions as described in Exhibit A.

SECTION 8. BIENNIAL BUDGET

The TAC Administrator will prepare a biennial (two-year) budget that encompasses costs for the Program and Program Manager, the TAC Administrator, the Contracting Agent/Administration, and the Fiscal Agent.

Approval of the biennial budget shall follow the annual work plan and budget process as specified in the Santa Clara County Recycling and Waste Reduction Technical Advisory Committee MOA.

SECTION 9. FUNDING

9.1 The Parties agree to share costs of the Program based on the number of edible food generators, as defined by the California Code of Regulations (14 CCR Section 18982) operating in their Jurisdiction on an annual basis, according to the following formula: Party’s Annual Share = (Total Budgeted Cost for Year

4 ÷ Total Number of Edible Food Generators Under MOU) x Number of Edible Food Generators in Party’s Jurisdiction.

The Parties agree to pay annually for the costs identified in the biennial budget and approved through the annual work plan and budget process as specified in the Santa Clara County Recycling and Waste Reduction Technical Advisory Committee MOA.

9.2 The initial Program budget will be based on the Fiscal Year 2024 allocation including costs for the Fiscal Agent, totaling THREE HUNDRED AND TEN THOUSAND DOLLARS ($310,000). No costs for TAC Administrator or Contracting Agent are included in the initial Program budget. Should cost recovery for the TAC Administrator or Contracting Agent be required in the future, these will be proposed during the annual work plan and budget process.

9.3 The Parties acknowledge that the Program Manager will evaluate the costs per Jurisdiction annually based on the number of generators operating within each Jurisdiction. Based on this evaluation, a cost adjustment will be projected to the second year of the biennial budget (see Section 8 above). The overall Program budget will not increase by more than TEN PERCENT (10%) of the prior year’s Program budget without prior approval by the RWRC.

9.4 The Fiscal Agent will annually submit to the Parties an invoice for the amounts due under this MOU by May 15th of each year. Each Party will make their payment to the Fiscal Agent based on the invoice amount within sixty (90) calendar days of receipt.

9.5 The Fiscal Agent will ensure that the Santa Clara County Food Recovery Program Fund account is segregated from the Solid Waste Program Fee Fund account managed pursuant to the TAC MOA.

9.6 Should any unspent funds remain in the Santa Clara County Food Recovery Program Fund account at the end of the fiscal year, disposition of those funds will be decided by the RWRC through the annual work plan and budget process, which could include: retaining surplus funds as a reserve, crediting Jurisdictions toward future payment allocations, dedicating funding to food recovery infrastructure, and providing supplemental food recovery outreach and education or other food recovery program activities.

9.7 Jurisdictions wishing to contribute additional funds for the edible food recovery enhancement program, implemented by the Program Manager, may elect to do so during the annual work plan and budget process. Any Jurisdiction opting into any voluntary enhancement program shall do so at its own discretion and at its own cost. The Fiscal Agent will include the additional enhancement program funding formally selected by the Jurisdiction in the annual invoice submitted to each Party by May 15th of each year.

9.8 In the event of a CalRecycle Implementation Schedule for a food recovery capacity shortfall identified during a Santa Clara County Edible Food Recovery Capacity Assessment, the Program budget may increase by more than TEN PERCENT (10%) of the prior year’s Program budget if needed to fund necessary capacity improvements as outlined in the CalRecycle Implementation Schedule, following prior approval of the budget increase by the RWRC.

SECTION 10. BOOKS AND ACCOUNTS

5 The Fiscal Agent will keep complete and accurate financial records related to accomplishing the purposes of this MOU. Upon reasonable notice to the Fiscal Agent, any Party to this MOU may inspect the financial records related to this MOU.

SECTION 11. FURTHER ASSURANCES

Each Party will adopt, execute, and make any and all further assurances, documents, instruments and resolutions as may be reasonably necessary or proper to carry out the intention or to facilitate the Parties ’performance of their obligations under this MOU.

SECTION 12. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to all other Parties as follows:

12.1 Authority: Each Party has the full legal right, power and authority under the laws of the State of California to enter into this MOU and to carry out all of its obligations herein.

12.2 Due Execution: Each Party’s representatives who sign this MOU are duly authorized to sign and bind their respective agency.

12.3 Valid, Binding, and Enforceable Obligations: This MOU has been authorized and executed by each Party and constitutes the legal, valid, and binding agreement of the Parties, and is enforceable according to its terms.

SECTION 13. REMEDIES NOT EXCLUSIVE

No remedy herein conferred upon or reserved in this MOU is exclusive of any other remedy, and each such remedy shall be cumulative and shall be in addition to every other remedy provided hereunder or hereafter existing in law or in equity or by statute or otherwise, and all remedies may be exercised without exhausting and without regard to any other remedy.

SECTION 14. INDEMNIFICATION

In lieu of and notwithstanding the pro rata risk allocation, which might otherwise be imposed between the Parties pursuant to Government Code Section 895.6, the Parties agree that all losses or liabilities incurred by a Party shall not be shared pro rata but, instead, the Parties agree that, pursuant to Government Code Section 895.4, each of the Parties hereto shall fully indemnify and hold each of the other Parties, their officers, board members, employees , and agents, harmless from any claim, expense or cost, damage or liability imposed for injury (as defined in Government Code Section 810.8) occurring by reason of the negligent acts or omissions or willful misconduct of the indemnifying Party, its officers, employees , or agents, under or in connection with or arising out of any work , authority, or Jurisdiction delegated to such Party under this MOU (including but not limited to work engaged in or contracts entered into by a Party acting in their capacity as Contracting Agent, Program Manager, TAC Administrator, or Fiscal Agent.). No Party, nor any officer, board member, or agent thereof shall be responsible for any damage or liability occurring by reason of the negligent acts or omissions or willful misconduct of any other Party hereto, its officers, board members, employees, or agents, under or in connection with or arising out of any work

6 authority or Jurisdiction delegated to such other Party under this MOU, as indicated in this Section. The obligations set forth in this paragraph will survive termination and expiration of this MOU.

SECTION 15. SEVERABILITY

The provisions of this MOU shall be severable, and if any clause, sentence, paragraph, provision or other part shall be adjudged by any court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of this MOU will be valid and binding on the Parties.

SECTION 16. AMENDMENTS

This MOU may only be amended by a written instrument signed by the Parties.

SECTION 17. COUNTERPARTS

This MOU may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

SECTION 18. USE OF ELECTRONIC SIGNATURES

Unless otherwise prohibited by law, the Parties agree that an electronic copy of a signed contract, or an electronically signed contract, has the same force and legal effect as a contract executed with an original ink signature. The term “electronic copy of a signed contract” refers to a writing as set forth in Evidence Code Section 1550. The term “electronically signed contract” means a contract that is executed by applying an electronic signature using technology approved by the Parties. Should any Jurisdiction not permit electronic signatures only their copy of the MOU must be signed in the conventional manner.

SECTION 19. INTERPRETATION, PRIOR AGREEMENTS AND AMENDMENTS.

This MOU, including all Exhibits attached hereto, represents the entire understanding of the Parties as to those matters contained herein. In the event that the terms specified in any of the Exhibits attached hereto conflict with any of the terms specified in the body of this MOU, the terms specified in the body of this MOU shall control. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This MOU may be modified only by a written amendment duly executed by the Parties to this MOU. This MOU is intended to supplement the original MOA and does not replace the original MOA. The MOA shall remain in effect and to the extent that there are any contradictions between this MOU and the original MOA, the provisions in this MOU shall prevail.

SECTION 20. WITHDRAWAL FROM MOU

No individual Party may withdraw from this Agreement prior to July 1, 2025. Any party wishing to withdraw on or after July 1, 2025 must provide notice to the Contracting Agent on or before January 15 of each year. The Parties acknowledge that the Contracting Agent and each individual Party may recalculate Agreement costs pro rata in the event of any withdrawal from this Agreement and that this time is required in order to allow each remaining Party and the Contracting Agent to amend their respective budgets if needed. Any withdrawing Party must make full payments through the end of the-then current term ending

7 on June 30. In no event shall this clause to be interpreted to prevent all Parties by unanimous mutual consent from withdrawing from this Agreement.

SECTION 21. NO LEGAL RELATIONSHIP

By entering into this MOU, the Parties are neither forming, nor do they intend to form a partnership, agency, or any other legal entity relationship. No Party is authorized to bind or to act as the agent or legal representative of the other Party for any purpose, and neither Party is granted any express or implied right or authority to assume or create any obligation or responsibility on behalf of or in the name of any other Party.

SECTION 22. GOVERNING LAW, VENUE

This MOU has been executed and delivered in, and shall be construed and enforced in accordance with, the laws of the State of California. Proper venue for legal action regarding this MOU shall be in the County of Santa Clara.

MEMORANDUM OF UNDERSTANDING

AMONG LOCAL PUBLIC AGENCIES

IN SANTA CLARA COUNTY

FOR COUNTYWIDE FOOD RECOVERY PROGRAM

IN WITNESS HEREOF, the Parties have executed the MOU as of the last date set forth below:

City of Cupertino – City Manager Approval as to form, Cupertino City Attorney
Date: Date:

City of Gilroy- City Manager Approval as to form, Gilroy City Attorney
Date: Date:

8 City of Los Altos – City Manager Approval as to form, Los Altos City Attorney
Date:

Date:

Town of Los Altos Hills – Assistant to the
Town Manager
Approval as to form, Los Altos Hills
Town Attorney
Date:

Date:

City of Milpitas – City Manager Approval as to form, Milpitas City Attorney
Date:

Date:

City of Morgan Hill, as a Party and as
Contracting Agent and TAC
Administrator
Approval as to form, Morgan Hill City
Attorney
Date:

Date:

City of Mountain View- Acting Public
Works Director
City of Mountain View – Finance and
Administrative Services Director
Date:

Date:

9 City of Mountain View- City Manager Approval as to form, Mountain View Senior Assistant City Attorney
Date:

Date:

City of Mountain View-Assistant City
Clerk

Date:

West Valley Solid Waste Management
Authority (on behalf of the cities of
Campbell, Monte Sereno, Saratoga, and
the Town of Los Gatos) -Executive
Director
Approval as to form, West Valley Solid
Waste Management Authority General
Counsel

Date:

Date:

City of Santa Clara - City Manager Approval as to form, Santa Clara City Attorney

Date:

Date:

City of Palo Alto – City Manager Approval as to form, Palo Alto Assistant City Attorney
Date:

Date:

10 City of Sunnyvale – City Manager Approval as to form, Sunnyvale Interim City Attorney

Date:

Date:

County of Santa Clara, as a Party and as
Fiscal Agent - Chief Operating Officer
Approval as to form and legality, Santa
Clara County Deputy County Counsel

Date:

Date:

City of San José Approval as to form, San José City
Attorney

Date:

Date:

1 EXHIBIT A

PROGRAM OVERVIEW

This document describes the Santa Clara County Food Recovery Program, serving as the food recovery program (“Program”) on behalf of all jurisdictions (“Jurisdictions ”) within the County, coordinating with the Jurisdictions performing their own enforcement. The details of the Program conform to the California Code of Regulations (14 CCR Section 18995.2 (f)(8), 14 CCR Section 18991.2 14 CCR Section 18991.1).

I. PURPOSE
The Countywide Program benefits the Jurisdictions by alleviating the need for duplicative staff, cost analysis, capacity assessment, expenditures for infrastructure, labor, administration, and record keeping for the edible food recovery activities in their Jurisdiction. Additionally, this approach creates one uniform, standardized, and coordinated effort throughout the incorporated and unincorporated areas of Santa Clara County.

II. RESPONSIBILITIES
Jurisdictions
A. Shall develop a method to accept and keep records of written complaints, including anonymous complaints, regarding an entity that may be potentially non-compliant. Full details of the complaint will be communicated to the Program Manager within 10 days of receipt.

B. Shall refer all questions received about the Program portions of SB 1383 implementation to the Program Manager within 10 business days. Jurisdictions should include the Program Manager in all communications to generators or food recovery organizations or services.

C. Shall maintain access to the shared database program to stay in compliance with the intent and structure of the Implementation Record which shall follow the format and elements as promulgated by CalRecycle, or other relevant statutory or administrative requirements.

D. On an annual basis, Jurisdictions shall review and provide feedback to the Program Manager on inspection protocol, triggers, and enforcement processes. Cities and unincorporated County are encouraged to follow the procedures and stay within the suggested timeline for enforcement action set forth in the Monitoring Procedures document.

E. When informed by the Program Manager, Jurisdictions will work with the Program Manager in carrying out enforcement action with edible food generators or food recovery organizations or

2 services not in compliance. The Program Manager will recommend edible food generators or food recovery organizations or services for enforcement action, and the enforcement action taken will be at the discretion of the Jurisdiction. All enforcement action will be tracked in the Program’s shared database, so it is readily available to the Program Manager, Jurisdictions, and can become part of the Implementation Record.

F. Jurisdictions will determine what large events are happening in their jurisdiction. Within 10 days of an applicant being issued a permit for a new large event, as defined below, the Jurisdiction will notify the Program about the event, and share contact information for the event organizer. This is only for large events that meet the CalRecycle threshold for the definition:
“Large Event” means an event, including, but not limited to, a sporting event or a flea market, that charges an admission price, or is operated by a local agency, and serves an average of more than 2,000 individuals per day of operation of the event, at a location that includes, but is not limited to, a public, nonprofit, or privately owned park, parking lot, golf course, street system, or other open space when being used for an event. By September 1 of each year, Jurisdictions will review the large events included in the shared database of regulated entities, to update the database to ensure no recurring events have been missed.

G. Shall work with the Program Manager on any related issues requiring Program assistance or lead in resolving the issue(s) related to complaints and/or noncompliance for any edible food generator or Food Recovery Organization or Service.

Program Manager

The Program Manager shall responsibly execute the management of the Santa Clara County Food Recovery Program (the Program). The Program Manager:

A. Shall develop and coordinate a standardized and uniform method to comply with California Code of Regulations, Title 14, Division 7, Chapter 12, “Short-Lived Climate Pollutants.” The Program Manager will operate within the Jurisdiction’s boundaries and replace the need for the Jurisdiction to create such a program on its own.

B. In the event of a CalRecycle Implementation Schedule for a food recovery capacity shortfall identified during a Santa Clara County Edible Food Recovery Capacity Assessment, The Program will work to develop the Implementation Schedule with CalRecycle and manage the effort to fund necessary capacity improvements as outlined in the Schedule. Additional Base Program costs beyond the allowable 10% yearly increase may be needed. The RWRC will review and approve or deny any needed budget changes. Funds will be collected based on the number of edible food generators and their auxiliary sites in each Jurisdiction.

3 C. Shall conduct a review, each fiscal year, of potential new edible food generators, to ensure that as businesses open in Santa Clara County the appropriate regulated entities are added to the lists. Closing businesses will be identified during the reporting process and be eliminated from the lists.

D. Shall provide the Jurisdictions with the information and data necessary for the Jurisdictions to make their required reports to the California Department of Resources, Recycling and Recovery (“CalRecycle”).

E. Shall retain records of inspections in the Jurisdictions for a minimum of five (5) years.

F. Shall notify the Jurisdictions promptly about any related issues that require the Jurisdictions ’ assistance or to request the Jurisdictions lead in resolving the issue(s) that arise related to non- compliance.

G. Shall fulfill and endeavor to exceed the annual education requirement for the Jurisdictions and provide the data needed for Jurisdictions to complete required CalRecycle reports.

H. Solicit required Food Recovery Reports from generators and Food Recovery Organization/Services, compile and provide the results to Jurisdictions for inclusion in the Implementation Records, and to Santa Clara County for use in future Capacity Planning efforts.

I. Shall conduct inspections and monitoring in compliance with CalRecycle expectations for Edible Food Generators and Food Recovery Organizations and Services.

J. The Program shall supply appropriate content for a web site, including a list of Food Recovery Organizations and Services (to be updated at least annually) and be accessible to Edible Food Generators.

K. The Program shall represent the interests of the Program with other entities, counties, and CalRecycle.

L. The Program will develop procedures and timelines for cities and unincorporated County to encourage uniformity in enforcement, which the Cities and County would be encouraged to follow.

M. The Program shall create reports about Program activities each year in September, ahead of the budgeting process for the next fiscal year. These reports shall include a narrative about the Food Recovery Program activities, statistics, total number of pounds of food recovered as reported by

4 Edible Food Generators and Food Recovery Organizations (“FROs”), and any additional information needed by the Jurisdictions. Statistics about food waste prevention and food recovery in Santa Clara County will be shared publicly.

Edible Food Recovery Enhancements Program
The Edible Food Recovery Enhancements Program are any activities, annually identified by the Program Manager, that the Program Manager will undertake to ensure efficient food recovery and food waste prevention should the Jurisdictions choose to fund the chosen projects. Projects may include, but are not limited to, strategic capacity enhancements, projects that promote the efficient recovery of surplus food or the prevention of surplus food, as well as direct support of ongoing recovery activities, subject to approval of the RWRC.

Technical Advisory Committee Contracting Agent
A. The Contracting Agent will execute a contract with the Program Manager, chosen by the TAC, for the services outlined in the responsibilities above. The Contract will go into greater detail to ensure that all SB 1383 regulatory imperatives are handled by the Program.

B. The Contracting Agent will set up an invoicing system to pay the Program for the responsibilities outlined above.

III. ENFORCEMENT RESPONSIBILITIES FOR JURISDICTIONS
Each Jurisdiction is responsible for working with the Program on enforcement actions. Although the Jurisdiction is ultimately responsible for enforcement, the Program will support the process by drafting enforcement notices and necessary documents and by providing relevant information about previous inspections and attempts to support compliance. The Program will identify those businesses that need to be evaluated for enforcement action and will work with a Jurisdiction to ensure that CalRecycle compliant documentation is maintained.

IV. RECORDKEEPING AND REPORTING
The Program will complete all the record keeping tasks necessary for the Food Recovery Program portions of SB 1383, including records necessary for the Implementation Record. All necessary records will be stored digitally within 5 days of creation, and Jurisdictions will have real-time access to all these records.

The Program shall create a very brief report about Program activities at the end of each fiscal year.

Most programmatic information will be shared in September in the annual report.

AGREEMENT

CREATING THE SANTA CLARA COUNTY

RECYCLING AND WASTE REDUCTION

TECHNICAL ADVISORY COMMITTEE
THIS AGREEMENT, is made·and entered into this 4 ±::~ day of j UV\ e. 2013 by and between the COUNTY OF SANTA CLARA, a political subdivision of the State of California; CITY OF CAMPBELL, a municipal corporation of the State of California; CITY OF CUPERTINO, a municipal corporation of the State of California; CITY OF GILROY, a municipal corporation .of the State of California, CITY OF LOS ALTOS, a municipal corporation of the State of California; TOWN OF LOS ALTOS HILLS, a municipal corporation of the State of California; TOWN OF LOS GATOS, a municipal corporation of the State of California; CITY OF MILPITAS, a municipal corporation of the State of California; CITY OF MONTE SERENO, a 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 AL TO, 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 SARATOGA, a municipal corporation of the State of California; and CITY OF SUNNYVALE, a municipal corporation of the State of California.

All of the above-mentioned entities are hereinafter collectively referred to as "PARTIES" or individually as "PARTY."
RECITALS:

A. In 1989, the California Legislature passed and enacted the California Integrated Waste Management Act, known as "AB 939", (Public Resources Code Section 40000 et. seq) requiring jurisdictions to divert 25% of waste from disposal by 1995 and 50% of waste ·from disposal by 2000. AB 939 required each County to develop and periodically update . a County Integrated Wast~ Management Plan and to appoint an AB 939 Local Task Force. ·
B. Prior to 1992, the Solid Waste Committee of the Santa Clara County Intergovernmental Council advised the cities and the County on solid waste and recycling issues. The Technical Advisory Committee, also originally convened by the Intergovernmental Council, provided technical advice to the Solid Waste Committee on solid waste and recycling issues.

C. On or about February 1992, the Santa Clara County Board of Supervisors and the cities in Santa Clara County designated the Solid Waste Committee of the Intergovernmental Council as the AB 939 Task Force for Santa Clara County.

D. On February 4, 1992, the Santa Clara County Board of Supervisors replaced the Solid Waste Committee of the Intergovernmental Council with the Solid Waste Commission of Santa Clara County ("Commission") in order to streamline the 5/6/13
JUN o 4 2013

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 XVII, Division A6 of the County of Santa Clara Ordinance Code.

E. On December 4, 2001, the Santa Clara County Board of Supervisors approved Ordinance No. 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 County on countywide solid waste and recycling planning issues and on the County Solid Waste Management Plan/County Integrated Waste Management Plan.

G. The By-Laws of the Commission (also approved by the County Board of Supervisors on February 4, 1992) continued the existence of the Recycling and Waste Reduction Technical Advisory Committee (the ''TAC"). The purpose of the TAC was 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, programs and revisions and amendments to countywide plans. ' H. On an annual basis, the TAC prepares and submits an Ann_ual Workplan and Budget for review and approval by the Commission. The Commission-approved Annual Workplan is then implemented by the TAC using funds in the Commission-approved Annual Budget.

I. In accordance with the AB 939,provisions for financing solid waste diversion and planning activities, the County of Santa Clara levies and c~llects the Countywide Solid Waste Planning Fee C'SWPF") on each ton of solid waste disposed at landfills located within the County, on tons taken to non-disposal facilities located within the county .and subsequently transported for disposal to landfills outside Santa Clara County, and on tons transported directly to disposal facilities located outside Santa Clara County. The current SWPF of $0. 78 per ton was established by the County Board of Supervisors on May 19, 2009. Funds from the SWPF 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 SWPF, are referred to herein as "Countywide Funds".

J. In 2011, Assembly Bill 341 ("AB 341") was signed into law establishing a statewide goal of diverting 75% of solid waste from disposal by 2020 and requiring The California Department of Resources, Recycling and Recovery to prepare and submit a plan to the Legislature on or before January 1, 2014 on how to achieve this goal.

K. Since the TAC was o~iginally established, the field of solid waste management and recycling has become much more complex and the PARTIES must comply with an increasing number of laws and regulations. In order to achieve the statewide goal of 75% diversion, many materials currently disposed in landfills must be segregated and

TAC MEMORANDUM OF AGREEMENT
processed at new facilities, and channeled into useful purposes. New infrastructure, diversion systems and enhanced producer responsibility measures must be implemented in order to accomplish this goal.

L. Commensurate wit_h changes in the breadth and complexity of the solid waste and recycling field, the work and functions of the TAC have evolved over time to encompass not only providing advice to the Commission, but also recommending, implementing and monitoring countywide public education and diversion programs included in the Commission-approved Annual Workplan and Budget 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 Workplan 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.
. N. In order to address these issues, the Commission appointed the Ad Hoc Committee for TAC Organizational Study, and the TAC appointed the TAC Ad Hoc Organizational Study Subcommittee. Pursuant to recommendations from these Committees, the County retained Arroyo Associates in 2010 to conduct an independent Organizational Study. The study evaluated the countywide integrated waste management programs and services and provided operational and organizational recommendations to enhance the efficiency and effectiveness of the countywide solid waste management system. The Commission's Ad Hoc Committee held a meeting on May 29, 2012 with representatives of the TAC and the public to discuss the recommendations of the Organizational Study and options for restructuring the operating parameters of the TAC.

0. The purpose of this Agreement is to implement the recommendations of the Commission's Ad Hoc Committee and the TAC Ad Hoc Subcommittee to revise the functions, powers, membership, structure and duties of the TAC to make these consistent with the manner in which the TAC currently functions; and to simplify the reporting relationship between the Commission and the TAC. Such changes are desired by the PARTIES in order to facilitate countywide and regional approaches for meeting the statewide goal of 75% diversion articulated in AB 341; remaining in compliance with the existing requirements 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:

I. PURPOSES AND FUNDING
The Santa Clara County Recycling and Waste Reduction Technical Advisory Committee ("TAC") 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 purposes of the TAC are:
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TAC MEMORANDUM OF AGREEMENT
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1. To implement the Commission-approved Annual Workplan and Budget;

2. To advise the Commission and the decision-making bodies of all· PARTIES on technical and policy issues related to solid waste management and recycling including plans to achieve the statewide AB 341 goal of 75% 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 management, 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 plans that can meet countywide needs and, thus, receive countywide approval;

5. To provide a forum for exchange of solid waste, recycling, composting and other diversion information;

6. To inform the PARTIES' respective agencies 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 of local funds spent for public education and recycling programs, and to implement and monitor such programs.

8. To assist with future master planning for facilities and infrastructure, as requested by the Commission.

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 and hazardous waste management; recycling, composting, diversion programs, source reduction; litter reduction on land; reduction of litter that originates from the storage, collection, transportation, and processing of solid waste, recyclable materials and organic materials that affects water quality in local creeks, San Francisco Bay, and oceans; and 'cradle-to-cradle' extended producer responsibility for products and packaging from creation through use and ultimate recycling or other disposition, with regard to:
a. The feasibility of technical proposals;
b. Analysis of issues and problems in solid waste management; c. Proposed and/or needed national and state legislation and policies; d. New infrastructure required to achieve countywide goals, and; e. Financing and management options for creation of such infrastructure.

10. To perform other duties as directed by the Commission . . B. Funding. The TAC is funded by the Solid Waste Planning Fee ("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 SWPF is also charged on tons of solid waste that are hauled directly to out-of-county disposal facilities. The amount of the SWPF is established by the Board of Supervisors based upon·input and recommendations from the Commission and the TAC Implementation Committee. Additional revenues come from grants, voluntary contributions of other agencies and other sources. These, together with the SWPF funds constitute the Countywide Funds used to fund the Commission-approved Annual Workplan and Budget.
4 TAC MEMORANDUM OF AGREEMENT
II. COMPOSITION
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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 environmental 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, sustainability, and/or producer responsibility
c. No more than two (2) representatives of institutions of higher learning 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 in a daily local newspaper of general circulation to a minimum of two-hundred fifty thousand (250,000) people in September of every other year announcing that nominations and requests to serve are being accepted. The Administrator will take other reasonable and cost-effective measures to distribute the announcement via other media, including, but not limited to, websites, local publications and social media, to reach persons who might not see the notice in 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 Administrator designating a member and an alternate.

Members representing non-governmental organizations shall serve for a period oftwo (2) years beginning in January. At the end of that time, the Commission 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 Con·1mission on or before December 31, 2013 and will begin serving their terms on January 1, 2014. The Administrator will publish a notice in the newspaper, and distribute the notice via other suitable media, in September 2013 announcing that the Commission will consider nominations and applications for non-governmental organizations to be represented on the TAC.

C. Alternates. 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 II B. Alternates may serve on TAC committees, 5 TAC MEMORANDUM OF AGREEMENT
subcommittees, and ad hoc subcommittees.

D. Vacancies. Each PARTY is responsible for designatir,g a replacement for its member ifthe member can no longer serve. In the ·event of a vacancy, the Chair shall, by letter, request that the PARTY designate a new member. lfa vacancy occurs with regard to a representative of a non-governmental organization, the Administrator shall notify the non-governmental organization to designate a new member. In the event the non-governmental organization declines, the TAC shall notify the Commission and request that a new non-governmental organization be selected to fill the remainder of the term 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 (50%) of the TAC meetings in a calendar year are sufficient grounds for the Administrator to notify the member and request their attendance. Should a PARTY be unable to send its representative to 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
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A. Quorum. A quorum consists of thirteen (13) voting members physically present at a meeting.

B. Voting. Actions of the TAC shall be taken by a majority vo_te of the members present at the meeting. Each member has one vote. (See Section VI B for voting and quorum requirements for the Implementation 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 (Government Code Section 54950, et seq.) are met and further provided that the scheduled meeting room has the technical capability to accommodate the request. In such event, the member will notify the Administrator at least ten (10) 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 54953 (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, the member will not be included in the count to determine a quorum. Attendance from a remote location is to be used only in rare cases of unavoidable schedule conflicts. h­ person attendance and participation at meetings is strongly preferred and encouraged.

D. Bylaws. The TAC may, as necessary, recommend adoption of Bylaws for its 6 TAC MEMORANDUM OF AGREEMENT
governance to the Commission for approval, and operate according to Bylaws approved by the Commission. In the event revisions to Commission-approved Bylaws are desired, the TAC may recommend such revisions to the Commission.

IV. 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. Election and Term. Each officer shall be elected by majority vote of a quorum of the voting membership 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. Dutie$. The Chair of the TAC shall be responsible for chairing all meetings of the TAC and the Implementation Committee {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 Subcommittees shall be responsible for calling meetings of their respective Subcommittees and chairing those meetings. The Subcommittee Chairs shall approve the draft agendas for their respective Subcommittees except that any items proposed by two {2) or more voting members of a Subcommittee 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 called as needed. The Chair shall provide every member of the TAC with seventy-two (72) hours written notice of regular and 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 TAC, 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 meetings of the TAC and it$ Committees, Subcommittees and Ad Hoc Committees and Subcommittees, nothing herein shall be interpreted to require meetings between staff members of the individual PARTIES (including designated representatives of the PARTIES) to be subject to the Brown Act, where the Brown Act would not otherwise apply. Each PARTY is individually responsible for ensuring it complies with the Brown Act. Wherever this Agreement is silent with regard to procedure, Robert's Rules of Order shall apply.

VI. IMPLEMENTATION 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 member from the Santa Clara Valley Water District {SCVWD). The PARTY'S 5/6/13 7

TAC MEMORANDUM OF AGREEMENT
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IC representative is usually also the PARTY'S TAC representative. Each PARTY and the SCWJD may also designate an alternate. The purpose of the IC is to make decisions and recommendations on all fiscal, management and administrative issues of the TAC. The IC selects, monitors and provides oversight of the Administrator, the Fiscal Agent, the Contracting Agent, and legal counsel to the TAC. The IC recommends the level and setting of the SWPF to the Commission.

B. Quorum, Voting and Meetings. A quorum of the IC is nine (9) voting members. {Note: the City of San. Jose representative counts as two (2) voting members toward the IC quorum.) The affirmative vote of at least eight (8) voting members of the IC, including PARTIES collectively representing at least forty percent {40%) of the population of the incorporated and unincorporated areas of the County of Santa Clara, is necessary to approve any measure brought before the IC. {For purposes of calculating whether or not the forty percent (40%) figure has been reached, the population of each PARTY shall be counted; however, no population shall be attributed to the SCWJD due to the fact that it encompasses such a large percentage of the population of the entire incorporated and unincorporated County.) Each member of the IC shall have one vote, with the exception of the City of San Jose which shall have two {2) votes. The IC shall meet at least annually to consider and recommend approval of the Annual Workplan and Budget to the Commission for the upcoming fiscal year. The Chair may call other meetings of the IC as needed. All IC meetings are open to the public and to all TAC members.

Participation and discussion by all TAC members and by members of the public is encouraged. The Chair of the IC forwards all recommendations made by the IC directly to the Commission, and also makes an informational report to the TAC on the recommendations forwarded to the Commission. The Chair shall strive to achieve consensus among IC 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 the recommendation of the IC along with the dissenting opinion{s) and viewpoints, to the Commission and to the TAC. In the event of a tie, the Chair will report that outcome and the viewpoint(s) expressed that led to that outcome. In the alternative, the Chair may, in the Chair's sole discretion, re-agendize the item for another IC meeting.

C. Use of Outside Contractors. The IC is responsible for selecting any consultant{s) or contractor(s) {"Outside Contractors") to perform tasks included in the Commission­ approved Annual Workplan and Budget and who are to be paid from Countywide Funds, using a process created in consultation with the Contracting Agent. The IC is responsible for reviewing and approving the parameters of any contracts with Outside Contractors, including the scope(s) of work, schedules of performance, use of subcontractors, and compensation for such Outside Contractors. The IC then directs the Contracting Agent to conduct the procurement process for Outside Contractors and to execute contracts with the selected Outside Contractor{s).
8 TAC MEMORANDUM OF AGREEMENT
VII. 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 in December of each year. Additional Subcommittees may be established at other times throughout the year as needed.

B. Membership and Meetings. Membership on all issue and policy Subcommittees is open to all TAC voting members and designated alternates. There is no maximum size for each Subcommittee. The TAC shall appoint a Chair for each Subcommittee. A quorum is two (2) or more Subcommittee members. Subcommittees may elect a Vice­ Chair to serve in the Chair's absence. Subcommittee chairs shall be responsible for calling and chairing meetings. 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 the recommendation of the Subcommittee along with the dissenting opinion(s) and viewpoints, to the TAC. 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 as needed to address specific issues or problems. The TAC shall appoint a Chair for each Ad Hoc Subcommittee. All Ad Hoc Subcqmmittees shall follow the same operating procedures as the standing issue and policy subcommittees. The TAC Chair shall monitor the work of all Ad Hoc Subcommittees, and all such Subcommittees shall be promptly disbanded by the TAC once their tasks have been accomplished.

VIII. TAC ADMINISTRATOR
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A. Duties. The TAC Administrator provides administration and management services to the TAC and carries out the Annual Workplan. Duties of the Administrator include, but 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 files; notifying the TAC of correspondence received and preparing outgoing correspondence; completing all tasks in the Annual Workplan; providing monthly reports at TAC meetings on the status of the Workplan; and other duties as directed by the IC. The Administrator reports to the Chair of the TAC. The Administrator shall work cooperatively and collaboratively with the IC, the Fiscal Agent and the Contracting Agent. The Administrator is paid from funds in the adopted TAC budget.

B. Selection. The IC shall select a PARTY or an Outside Contractor to serve as the Administrator for the TAC. The IC will receive and evaluate proposal(s) and make a recommendation to the Commission on selection of an Administrator, as further described in Attachment 2.
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C. Initial Administrator. The initial Administrator for the TAC shall be the County of Santa Clara, Integrated Waste Management Division ("County IWMD"). The initial staff provided is described on Attachme:tot 1. In the event of a change in the initial staff, the procedures described in Attachment 2 shall be followed. In the event 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 in the event the County IWMD is unable or unwilling to serve, the procedures for selection of a new Administrator in Attachment 2 shall be followed. ·
D. If Administrator Is Also A PARTY. In the event the Administrator is a PARTY, that PARTY shall appoint a TAC/IC representative whose function is to represent the PARTY's point of view on issues, policy and fiscal matters. The PARTY'S TAC/IC representative shall be a person who is not be involved in the work of the Administrator.

This designation shall be made in writing on the PARTY'S letterhead to the Chair of the TAC. The person(s) fulfilling the duties of the Administrator shall act as staff to the TAC, TAC committees and subcommittees, and to the IC.

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 term may be for a single year or for multiple years, at the discretion of the IC. In the event that the Administrator is a PARTY, a letter agreement will be prepared between the Contracting Agent and the Administrator, containing all of the duties, responsibilities, staffing commitments and costs for the Administrator to 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 in the agreement for that fiscal year. With regard to the initial Administrator, the first letter agreement shall be prepared and executed prior to July 1, 2014 to reflect the costs and the scope of work to be performed for FY 2014/15. If the Administrator 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 and also signed by a separate staff person designated to represent the Contracting Agent.

F. Annual Workplan and Budget. As the work of the TAC progresses each year, the Administrator will maintain a list of potential work items to be placed in the Annual Workplan for the upcoming fiscal year. Beginning with preparation ofthe Annual Workplan and Budget for fis_cal year 2014/15, 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 additional items as needed, and direct the Administrator to prepare a proposed Workplan and Budget for the upcoming fiscal year. The proposed Annual Workplan will contain the elements described in Attachment 3.

The Administrator shall submit the final draft of the proposed Annual Workplan and

TAC MEMORANDUM OF AGREEMENT
Budget to the IC no later than December 15 of each year. If required, the IC will provide revisions and comments to the Administrator, who will then revise and finalize the Annual Workplan and Budget. The IC will approve the Annual Workplan and Budget ori or before January 31 of each year and forward it to the Commission for approval. Commission approval is anticipated to be during the month of February. Upon approval by the Commission, the Contracting Agent will prepare agreements with the Administrator, the Fiscal Agent and the Contracting Agent that include the approved Annual Workplan and Budget (for the Administrator) and the approved costs and duties (for the Fiscal Agent and the Contracting Agent) as described in Sections VIII E, IX D and X C. The agreements will be signed by designated representatives of 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 PARTY shall 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 evaluation/audit report to the IC including significant accomplishments, work items planned but not accomplished, work items not planned but completed, and the status of all work items in the Annual Workplan. The report will include recommendations and suggestions for improving the work of the Administrator and will be submitted on or before September 15 each year. The IC will consider the report at a regular meeting and discuss and provide recommendations and feedback to the Administrator. The IC will rate the overall implementation and effectiveness of the Workplan and, in turn, rate the performance of the Administrator based upon the ability of the Administrator to meet the timelines and budget in the Workplan and to effectively support the Commission and the TAC. The final recommendations and feedback of the IC will be recorded in the minutes and also in a letter from the IC Chair to the Administrator. This feedback will be used by the Administrator to make any required changes in operations, procedures and/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. FISCAL AGENT
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A. Duties. The Fiscal Agent serves as the treasurer of the Countywide Funds and is responsible for collecting the SWPF from all solid waste disposal facilities and non­ disposal facilities located within Santa Clara County. The Fiscal Agent also collects and receives grant funds and revenues from other sources. The Fiscal Agent shall diligently pursue collection of all SWPF funds and shall keep the IC apprised of the amount and entity owing delinquent payments, as well as of the status of collection activity initiated by the Fiscal Agent regarding the delinquent payments. The Fiscal Agent shall manage all funds in accordance with generally accepted government accounting procedures. The Fiscal Agent shall keep Countywide Funds segregated from all other funds administered by the Fiscal Agent in separately numbered and coded accounts that are readily identifiable as those containing Countywide Funds; shall credit appropriate interest income earned on such funds in each fiscal year; and shall not expend, use or transfer 11 TAC MEMORANDUM OF AGREEMENT
5/6/13
any funds except in accordance with the Annual Workplan and Budget approved by the IC and the Commission, or as otheiwise directed by the IC. In the event the Fiscal Agent is not also the Contracting Agent, the Fiscal Agent shall transfer Countywide Funds to the Contracting Agent as direqted by the IC, in accordance with the procedures in Attachment 5. The Fiscal Agent shall work cooperatively and collaboratively with the IC, the Administrator, and the Contracting Agent.

B. Initial Fiscal Agent. The initial Fiscal Agent shall be the County of Santa Clara.

The specific contact person shall be designated in writing to the Administrator and to the TAC Chair. In the event the IC determines there is a need for a change in the Fiscal 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 unwilling to serve, the following procedures for selection of a new Fiscal Agent shall be followed.

C. Selection. Any PARTY willing to serve as the Fiscal Agent may be nominated by another PARTY. The nominated PARTY(IES) will submit 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 Administrator, the Contracting Agent, or both, the proposed costs to perform each _function shall be separately specified. The IC will hold discussions with representatives of the nominated PARTY(IES) as needed. The recommendation of the IC will be foiwarded to the Commission for approval. Upon receipt of Commission approval, the Contracting Agent will execute an agreement with the new Fiscal Agent that includes the approved costs for the PARTY to provide Fiscal Agent services for the upcoming fiscal year.

D. Payment For Services. The Fiscal Agent shall provide the Administrator with proposed costs to perform the duties of TAC Fiscal Agent for the upcoming fiscal year upon request. The proposed costs shall be at the level of detail described in Attachment

2. If the Fiscal Agent is also serving as 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 Workplan and 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 the Annual Workplan 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 services for the new fiscal year. 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 serving as the Fiscal Agent and the (separate) designated employee of the PARTY serving as the Contracting Agent.

E. Quarterly and Annual Budget Status. The Fiscal Agent shall prepare and submit quarterly budget updates to the IC 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 project and line item (i.e. numerical reference and narrative 12 TAC MEMORANDUM OF AGREEMENT
description). The Year-End Budget Report shall be submitted to the IC on or 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 2013/14 fiscal year. The Fiscal Agent may utilize the CPA firm retained by the jurisdiction of which the Fiscal Agent is a part, to perform that PARTY'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 submittal to the IC. The self­ evaluation will include a description of key work tasks performed, any duties or tasks not · completed, and any non-planned work tasks completed. The report will include recommendations and suggestions for improving the services of the Fiscal Agent. The self-evaluation shall be submitted at the same time as the Year-End Budget 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 Fiscal Agent based upon the ability of the Fiscal 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 IC will be recorded in the minutes and also in a letter from the IC Chair to the Fiscal Agent. This feedback will be used by the Fiscal Agent to make any required changes in operations and procedures and/or work tasks for the next fiscal year. In addition to the annual review of the Fiscal Agent, the IC may, at any time, discuss questions, concerns or issues of performance with the designated representative of the Fiscal Agent.

X. CONTRACTING AGENT
A. Duties. The Contracting Agent execute!? contracts with Outside Contractors, including the Administrator and the Fiscal Agent.(where applicable) that have been requested and approved by the IC. The Contracting Agent consults with the IC 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 Contracting Agent shall conduct the procurement process and execute all contracts within a reasonable period of time after being directed to do so by the IC. The Contracting Agent shall provide a copy of any contract executed on behalf of the TAC to any PARTY,·any TAC member, and to any PARTY or person designated by any PARTY or the IC upon request. The governing body of the Contracting Agent, at its discretion, may delegate authority to execute agreements and contracts approved by the IC to a designated employee. Notice of any such delegation of authority shall be provided in writing to the Chair of the IC and to the Administrator.
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In the event the Contracting Agent is not also the Fiscal Agent, the Contracting Agent shall receive Countywide Funds transferred to the Contracting Agent by the Fiscal Agent on a 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 Agent shall, pursuant to the procedures in Attachment 5, comply with all directions from the IC with regard to retention of funds for contracts with Outside Contractors that are still in effect, and with regard to return of unexpended or unencumbered funds to the Fiscal Agent. The Fiscal Agent shall work cooperatively and collaboratively with the IC, the Administrator, and the Contracting Agent.

B. Initial Contracting Agent. The initial Contracting Agent shall be the County of Santa Clara. The specific contact person shall be designated in writing to the Administrator and to the TAC Chair. In the event the IC determines there is a need for a change in the Contracting Agent in the future (due to costs, lack of availability of desjgnated employees or for other reasons), or in the event the County is unable or unwilling to serve, the procedures for selection of a new Contracting Agent shall be the same as those for selection of a Fiscal Agent as described in Section IX C.

C. Payment For Services. The Contracting Agent shall provide the Administrator with proposed costs to perform the duties of TAC Contracting Agent for the upcoming fiscal year upon request. The proposed costs shall be at the level of detail described in Attachment 2. If the Contracting Agent is also serving as the Administrator, the Fiscal 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 Workplan and Budget. If there is a question or concern about the proposed costs; the Chair of the IC and the Administrator will meet with the Contracting Agent concerning the issues.

Upon approval of the Annual Workplan and Budget by the IC and the Commission, the Administrator will prepare an agreement to be signed by the Contracting Agent and the Administrator to perform services for the new fiscal year. In the event that the Administrator and the Contracting Agent are the same PARTY, the agreement shall be signed by the designated employee of the PARTY serving as the Contracting Agent and the (separate) designated employee of the PARTY serving as the Administrator.

D. Annual Contract Status Report. The Contracting Agent shall prepare and submit an annual report to the IC on the status of all contracts (listing all contracts in progress, expired, terminated, 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 unencumbered. The IC may, at any time, request additional information, detail, documentation and updates on any or all contracts. The Contracting Agent shall respond promptly to all such requests. 14 TAC MEMORANDUM OF AGREEMENT
E. Audits. The Contracting Agent shall cooperate with and provide all information and documentation required in order to complete the bi-annual audit described in .Section IX 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 Countywide Funds received and expended by the Contracting Agent. In such event, the Contracting Agent shall cooperate fo1lly, 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 tasks performed, any duties or tasks not completed, 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 at 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 IC will 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 review 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 COUNSEL
A. Selection. The IC may select an attorney or firm that is experienced in solid waste, recycling and municipal law to research legal issues, proposed legislation, and to provide legal advice to the TAC ("Legal Counsel") as provided for in the Commission­ approved Annual Workplan and Budget. Legal Counsel may be a City Attorney or County Counsel (i.e. an employee of one of the PARTIES) or may be an outside attorney or law firm. The IC will interview and select Legal Counsel as needed, and direct the Contracting Agent to prepare 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 related to their individual compliance with Public Resources Code Section 40000 et. seq., but may provide such services under separate contract with any PARTY or PARTIES.

XII. OTHER AGREEMENTS OF THE PARTIES
5/6/13
A. Term of Agreement. The term of this Agreement shall commence on the date the last duly authorized representative of the PARTIES executes it. This Agreement shall remain in effect until terminated by the PARTIES or until eight (8) or more PARTIES containing more than fifty percent (50%) of the population of the incorporated and unincorporated areas of County of Santa Clara withdraw from the Agreement, whichever 15 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 withdrawal. The withdrawal of a PARTY shall not entitle that PARTY to receive or retain any portion of the SWPF.

8. 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 a TAC-sponsored ethics training every other year beginning in FY 2013/14. The Administrator shall arrange for this training and include the cost in the Annual Workplan and Budget for each year the training is required to be conducted.

C. Counterparts. This Agreement may be executed and delivered in any number of copies ("counterparts") by the PARTIES, including by means of facsimile and e-mail of PDF copies. When each PARTY has signed and delivered at least one counterpart to the Administrator, each counterpart shall be deemed an original, and taken together, shall constitute one and the same Agreement, which shall be binding and effective as to the PARTIES hereto.

D. Non-Compliance With State and Federal Laws. No PARTY shall, by entering into this Agreement, participating in the TAC or the IC, or agreeing to serve as Administrator, Fiscal Agent, Contracting Agent, and/or Legal Counsel, 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 Waste Management Act of 1989 as amended (Public Resources Code Section 400000 et seq). This Agreement is intended solely for the convenience and benefit of the PARTIES hereto and shall not be deemed for the benefit of any third party and may not be enforced by any third party, inciuding, but not limited to, the United States Environmental Protection Agency and the California Department of Resources, Recycling and Recovery, or any person acting on their behalf or in their stead.

E. Indemnification. In lieu of and notwithstanding the pro rata risk allocation which might otherwise be imposed between the PARTIES pursuant to Government Code Section 895.6, the PARTIES agree that all losses or liabilities incurred by a PARTY, or by the Santa Clara Valley Water District in carrying out its duties under Section VI.

Implementation Committee shall not be shared pro rata, but instead the PARTIES agree that pursuant to Government Code Section 895.4, each of the PARTIES hereto shall fully defend, indemnify and hold harmless each of the other PARTIES, and the Santa Clara Valley Water District in the carrying out of its duties under Section VI. Implementation Committee, from any claim, expense or cost, damage or liability imposed for injury (as defined by Government Code Section 810.8) occurring by reason of the negligent acts or omissions or willful misconduct of the indemnifying PARTY, its officers agents or employees, or in connection with or arising from any work, authority or jurisdiction delegated to such PARTY under this Agreement. No PARTY, nor any officer, board member, employee or agent thereof, shall be responsible for any damage or liability incurred by reason of the negligent acts or omissions or willful misconduct of the other PARTIES hereto, their officers, board members, employees or agents under or in . connection with or arising from any work, authority or jurisdiction delegated to such 5/6/13 16

TAC MEMORANDUM OF AGREEMENT
516/13
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. :<' ! ;f\ . / ! i/ ! t ~
G. Amendments. This Agreement may be amended by·unan1nfo'uswritten L •, l
agreement of the PARTIES. AU PARTIES agree to_~r!r:ig~~flY·•Proposed ai'liendments to this Agreement to their Council or Board, as applitable'/ witf1ln three (3) months following acceptance by the IC. The IC shall, on a biennial basis, evaluate this Agreement and determine if any amendments are needed. The first biennial 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 C?u~ty of Santa Clara, or_ w~ere othe~is~ jie,f{i~f 1~~{V,~t~~fti1J~]~nited States District Court, Northern District of Callforn1a,\~slltil~;C?,. ,., i~flfit~rmt.-is~m 1!Jrito l(l .?. ic,aivisquZ
I. Attachments. Attachments 1 through 5 are attached.hereto and'lffc'orporated herein by this reference. · -----------.............. · · 17 TAC MEMORANDUM OF AGREEMENT
IN WITNESS WHEREOF, the PARTIES hereto have executed this Agreement as of the dates shown below.

APPROVED AS T~ORM:~
By: PRES-+, __ -,:---+---'J-fr---- By: ld1ud{ I~ o/5J;?t}13 Deputy County Counsel

KEN YEAGER
5/6/13
Signed and certified that a copy of this - ·
document has been delivered by elldronic: -
or other means to the Presfdent. Board of
-_ -, , /
~
- -"!1 _ega®Ol, - I - - - - - - -
BoarrtofSupe~

TAG MEMORANDUM OF AGREEMENT
IN WITNESS WHEREOF, the PARTIES hereto have executed this Agreement as of the dates shown below.

COUNTY OF SANTA CLARA, a public entity of the State of California Date: APPROVED AS TO FORM: ------------
By: ___________ _
Chair, Board of Supervisors

CITY OF CAMPBELL
Date: July 17, 2013
By<:1/.£~
Title: Cit.y MeE.ag€lr

CITY OF -------
Date: ----------
By: __________ _
Name: ---------Title: ---------
5/6/13
By: __________ _
Deputy County Counsel
ATTEST:

Date: ------------
By: __________ _
APPROVED AS TO FORM:

By: ;;J:~
Name • William ~ Selig.xnann
Title: City Attorney
APPROVED AS TO FORM:

By: __________ _
Name: --------Tit I e: ---------
19 TAC MEMORANDUM OF AGREEMENT

CITY OF CAMPBELL
Date: -----:----'------
By:_.....__ _____ ~--
Name: Mark Linder
Title: City ManagE:)r

CITY OF CUPERTINO
Date: . ! /_:;g/;3
By: {!a_1;..tte0iultl1rd /£,
Name: David Brandt //
Title: City Manager

CITY OF GILROY
Date: ----------
By: ________ ---,--__
Name: Thomas Haglund
Title: City Administrator

CITY OF LOS ALTOS
Date:_. __________ _
By: _________ _
Name: Marcia Somers
Title: City Manager

TOWN OF LOS ALTOS HILLS
Date: ----------
By: _________ _
Name: Gari Cahill
Title: City Manager
5/6/13
APPROVED AS TO FORM:

By:_~--------­
Name: ---.,--,-----
Ti tie: City Attorney
APPROVED AS TO FORM:

By_: __________ _
Name:· ·--------Title: City Attorney
APPROVED AS TO FORM:

By: ____ - _____ _
Name: ------------Tit I e: ---------
APPROVED AS TO FORM:

By: __________ __,
·Name: --------Title: Town Attorney
19 TAC MEMORANDUMOFAGREEMENT

CITY OF-CAMPBELL
Date: --"---------
l3y:_---,-,------,...,,.....,.--------,--
N~me; M~r:~ L.incl.ir
Title: City M~n~g•r

CITY OF CUPERTINO
Date: ----------
B.y:,---,--________ ...........,
N~rnl3J Pijvir::t etandt
Title: City Manager
C!TY OF C31LRQY
~-~ By, - -
Na.rn~= Tporrr~~ Hl9!YrJQ_
Title: City Acfrninistrator

CITY OF LOS ALTOS
Date: _________ _
By:------------Name: Marcia somers
Title: City Manager - -

TOWN OF LOS ALTOS HILLS
Date: ----------
By: _________ _
Name: C~rl Cahlll
Title: City Manager
5/6/13
APPRO\/EO AS TO FORM:
fly: __________ _
-~@r
8 6itfAttottrey
APPROVED AS TO FORM:
fty:,,__---,-,....----------'-' Na111e: -Tltie:-_c_it_y-Att---, o-,'t-ne_y ___ _ APPROVEO ASTQ 'J;ORM:
13y: c/~/f.~-
Name: /... 1 f\lQ e
Title; City Attorney
ATTEST:

A ~ c;,,tlJ--Lc)(V
City Cleric
APPROVED AS TO f=.'ORM:
av:_-_________ _
Name: -----~--1 it I e: -------- .....

APPROV!=D AS TO FORM:

By: __________ _
Name: --------Ti tie: Town Attorney
19 TAC MEMORANDUM OF AGREEMENT
IN WITNESS WHEREOF, the PARTIES hereto have executed this Agreement as of the dates shown below.

COUNTY OF SANTA CLARA, a public entity of the State of California Date: ___________ APPROVED AS TO FORM:

By: __________ _
Chair, Board of Supervisors
c1TY oF Los- A,,&(os
Date: ~- q --( ~
By: II~~
Name:£/~~~
Title: tny M~-
CITY OF _____ _
Date: ----------
By: _________ _
Name: --------Tit I e: ---------
5/6/13
By: __________ _
Deputy County Counsel
ATTEST:

Date: -----------
By: _________ _
APPROVED AS TO FORM:

By:-t-7"-"--~~~--=>t-+-=------.c=-.=---­
Name :_;·~~~~~=:_i_­
Title:_~~=A--.L...l..!<~~~;,+-
APPROVED AS TO FORM:

By: __________ _
Name: --------
Tit I e: ---------
19 TAC MEMORANDUM OF AGREEMENT
IN WITNESS WHEREOF, the PARTIES hereto have executed this Agreement as of the dates shown below.

COUNTY OF SANTA CLARA, a public entity of the State of California Date: ___________ APPROVED AS TO FORM:

By: __________ _
Chair, Board of Supervisors

CITY OF LOS ALTOS HILLS
Date: l0/24 / 20/3
By: CaQ/{J~
Name : carica.IT1
Title: city Manager

CITY OF -------
Date: ----------
By: __________ _
Name: --------Tit I e: ---------
516113
By: __________ _
Deputy County Counsel
ATTEST:

Date: ___________ _
By: __ ,--_________ _
APPROVED AS TO FORM:

By.~,=:::.=::::,-· -­
Name : Steve Mattas
Title: city Attorney
APPROVED AS To· FORM:

By: ____ ___.c. _____ _
Name: --------Tit I e: ---------
19 TAC MEMORANDUM OF AGREEMENT
IN WITNESS WHEREOF, the PARTIES hereto have executed this Agreement as of the dates shown below.

COUNTY OF SANTA CLARA, a public entity of the State of California Date: APPROVED AS TO FORM: ------------
By: __________ _
Chair, Board of Supervisors
CITY OF ______ _
Date: ----------
By: _________ _
Name: --------
Ti tie: ---------
5/6/13
By: __________ _
Deputy County Counsel
ATTEST:

Date:. ___________ _
By: _________ _
APPROVED AS TO FORM:

APPROVED AS TO FORM:

By:. __________ _
Name: --------Tit I e: ---------
19 TAC MEMORANDUM OF AGREEMENT
Title: City Manager

TOWN OF LOS GATOS
Date: ----------
By: __________ _
Name: Greg Larson
Title: Town Manager

CITY OF MILPITAS

CITY OF MONTE SERENO
Date: ----------
By: -----------Name: Brian Leventhal
Title: City Manager
CITY OF MORGAN HILL ·
Date: ----------
By: __________ _
Name: Steve Rymer
Title: City Manager
(
5/6/13
Title: Town Attorney
APPROVED AS TO FORM:

By: __________ _
Name: --------Tit I e: Town Attorney
APPROVED AS TO FORM:

By: Na---:;;;;:Y:---:::-:;;.~~-=-~-;;;;;;;,,;£:....--
Title: Ci
APPROVED AS TO FORM:

I
By: ________ --,- __
Name: --------Tit I e: ---------
APPROVED AS TO FORM:

By: __________ _
Name: --------
Tit I e: City Attorney
20 TAC MEMORANDUM OF AGREEMENT

TOWN OF LOS GATOS
Date: ----------
By:_- _______ _
Name: ~reg Larson
Title: Town Manager'

CITY OF MILPITAS
Date~ ----------
By:---------­Narne:Tom Williams
Tjtle: City Manager
CITY OF MONTE SERENO .

CITY QF MORGAN Hll!.L
Date: -------------
:By:~·----------'--­
Name: Steve Rymer
Title: City Manager
.S/6/13.

APPROVED AS TO FORM:
ay: ____ ~------
Name: ____ --"-----
iitle: Town Attom.ey-
APPROVED AS TO .FORM:

By: _ ___._....,.,._ ______ ___.__
N~me :. Mic::fl~~I J, Ogaz
Title: City Attorney
APPROVEDAS Td·FORM:

By:_C:,--.~1,. ... . f'~
N,~rne· : Ki rs t e D Powell
Title: City Attorney
APPROVEO:AS TO FORM:

By:·_.----------
Name·: ,.--------. Title: City Attorney
20 TAO.MEMO.RANDUM·OF.AGREEMENT
TQW"f Q_F LQS '~ATOS
bate: ----------
By: _________ ..;___
N~m~r .(lr~g L~rsqn
Title} Town· Mana,ger
CJTY OF MllPITAS
Dat~:. "------------
. B.y:_,---,-,---------
Na.rne:•tiim ;WJ11iam$:

Title: ·Qjty M~ti~g~r
CITY QF MONTE $ERl=NO
Date:~. ________ _
By; ___ ___,..-,-,-----____,
Name:: Brian Leventhal
Title; CiW Ma.n.a.g~_i'
5/6/13
APPROVED As TO PO.RM:
ay~------cc-=-------"-­Name: Titl~;-,--o-w_n_JA-. tt-o-rh_e_y ___ _ APPROVE[} AS TO FORM:

By:.,------,--'---------,----~
N~me· ·~. _ Mi_c,h~el,J 1 Qg~z
Title: City Attorney
APPROVED AS TO F,iQRM:
·.By: .N-.:,.·,_···•----~-..,.--------
f~!~: ---------
iO

TAC MEMORANDUM OF AGREEMENT

CITY OF MOUNTAIN VIEW
Date: "7..-LV- 13
By:~~~ Name:· DanieH.ich ,
Title: City Manager ·

CITY OF PALO AL TO
Date: ----------
By: __________ _
Name: James Keene
Title: City Manager

CITY OF SAN JOSE
Date: ---------------
By: __________ _
Name: Norberto Duenas
Title: Deputy City Manager

CITY OF SANTA CLARA
· Oi;ite: ----------
By: _________ ~
Name: Julio J. Fuentes
Title: City Manager

CITY OF SARATOGA
Date: ----------
By: __________ _
Name: Dave Anderson
Title: City Manager
5/6/13
APPROVED AS TO FO~
By:,~~..K.U.L..::...:...:....-=:J-£><;___ ____ _
Nam" : annie L Q1Jinn
Title: ity Attorney · _
APPROVED AS TO FORM:

By: __________ _
- Name: _______ _
Title: City Attorney
APPROVED AS TO FORM:

By:~---------­
Name: Rosa Tsongtaatarii
Title: Senior Depvty. City Attorney
APPROVED AS TO FORM:

By:~--------,---­
Name: Rich_clrd E. Nosky, Jr.

Title: City Attorney ·
APPROVED AS TO FORM:

By:_.----------­
Name: Richard Taylor
Title: City Attorney
21 -_ TAC MEMORANDUM ()F AGREEMENT
- CITY OFMOUNTAINVll~W- -
- - -
Da_te:-'-_ --'--------"-------'--- APPROVED ASTO FORM:

By:_-__________ - --• By: __ --'----"-----'----'----'------ Name: Daniel -H. Rich Name : Jannie L. Quinn __
- Title: · City rv1anager . _ Title: City Attor~ey _ •

CITY OF PALO AL TO
APP
By: _ __,,_...,.._.«----""'--'-----.4----- - • E3y:'--· ~~.....;.....!'....:::::;~:_;.____,....;,;,,,,:=~---'--- Na - . . ~~me: • .ti\. _
Title • -~Ofitle: City Attorney

CITY OF SAN JOSE
- -
Date: ----------
By:_·----------~
Name: Norberto Duenas
Title: DE!pyty City Manager _
. CITY OF SANTA CLARA
Date: - ·-----------
-> By: __ ~--~----­
Name: Julio J. Fuentes
Title: City Manager -
- - -

CITY OF SARATOGA
. -
Date:_·-'--'----'-------,--~--------'-~
By:_•---,-----~-~­
Name: : Dave Anderson_
Title: -City Manager -
5/6/13 -
- APPROVEDASTO FORM:
-• By:~----,-------
-_ Name: Ro.saTso·ngtaatarii
_ Title:Sen.iorDeputy City-Attorney
APPROVED AS TO FORM:
--By:-------~--­
. · Name: Richard E. Nosky, Jr.
- _ -Title: City Attorney _
_ APPROVED AS TO FORM:
_- By:~----'--~----~--
Name: Richard Taylor
Title: City Attprriey
21 i"'
r
. -

TAC MEMORANDUM OFAGREEMENT

CITY OF MOUNTAIN VIEW
By:__,--,--,---......,,....,,-,--------
Name: OanielH. Ilion
Title; Oity Manager
. CITY OF PALO ALTO
a.Y:_· -----,;-----,-,---------.Namer James Keene
Title: bity Mshager

CITYOF SAN JOSE
By:~· 4~~~~~!:!!::=~L--
Nam ..

Title: Oepµ\y Ctty: l\/lana9er
CiTYQF SANTA CLARA
By:,.......·~~----------
Name: .Jullo J. Fuente:s
Title: City Manager
·.·,·
5/6/f3
APPROVEI\lAS TO FORM:
13·• .Y, . .

N;;:ime : JijnnJe '.l...c 'Quinn
Title: City Attt,ir!'leY
ARPHQV~P.A$TO'fQRM:

B_y:_. ------------­Name: :---------'--
Ti tie: CifyAttorney
By:· .,....N:-.1..::A~-J{Jl-t...q+~_...,,._ .-== ... ~ff=~- Tit .............. ··.•-.· ... J\Y, Attorney
APPRGVEP AS TQ FORM:

By:_.--~-------,--..,......,.,..,.......,_
. Name: Ri¢harci E. No$l<Y, Jr..

Title: CityArtqmE:IY ...

APPROVED AS TO FORM:

By:_--,----,,--------~
Ni:iroe:: Richan:1 Taylor ·
l'itlEf GJtY, Att9mey
. · ............ >···•·· ... ••· <·· ·.··•·· >< ..................... · .. . • . . . . TAC MEMORANDUM OF AGREEMENT . .

CITY OF MOUNTAIN VIEW---
By: __ ~--~------'--­
Name:: Daniell-I. Rich :
- Title: C City Manager _
-CITY OF PALO AL TO · -
- Date:> ;-,-,------,--,---------,--:-,-:----------,-------,---,--- By: __ ~~-~~----
-Name: James Keene
•=_Title: ::City Manager

CITY OF SAN JOSE
_ Date:_ -------------------'------
By:_-_---'------.--~--~--
Name: Norberto Duenas
Title:· Deputy City Manager
CITY OF SAl~TA CLARA _
-CITY OF ·sARATOGA
D~te: -~~..,......-~-----
By;----'-'--~--------~~---
Name: Dave Anderson
Title: City Manager
5i6!13
. . ,. .. . .

APPROVED AS T(J FORM: -
By:--,'----~~------
1\lanie : Jc31mie L. Quinn
Title: Qity Attorney -
. .

APPROV!=D AS .TO FORM:: ..
. 13y:_· __ --"--______ _
·Narrie:·---~---'-------
Jitle: City Attorney -
..
- -APPROVED AS TO FQRM:
--- By:_·------------
- - Name : Rosa T songtaatarii
Title: SeniOr DepµW City:Attorney
. . . j
- APPR=oVED AS TO FORM: ,-
-By:_. -'---------,Rl---f.,..__......._---=--------=!F-=---- N_r--.-,..,....:..-=-~-- , Jr. -

T - - - -
. : . . . ;"
APPROVED AS TO FORM:
.By: __________ _
Name: Richard Taylor
Title: City Attorney
21 TAC MEMORANDUM QFABREEMENT

CITY OF MOUNTAINVIEVV
Oate:. ___ ,..........,.~;;.._,;__...;....._;_...-'---'--- By:_1 -...,..............,--.,,...,..,._-,------------- Narne: O~·rtJel H. Rich
Title: City Manager
CITY OF PALO:ALTO
Date:. · .. ,
By: _________________ _
Namet J'ames Keeme
Title:. City Manager
CITY OF SAN JOSE .

Date: __ ----'---"'--'-:---'----­
'8y:---'-·. ---,-__.;,,;----,,-,.-,--,------~~
Name: Norberto O·uenas
Title: Depµty City M~·nager

CITY OF SANTACLARA
· Date: ---------------
By:_·-__,..--,--,--'-'-----------------Na01e: .Julio. J. Fuente~:; ·Title: City Manager

CITY OF SARATOGA
D. · 1 ;._ 2-r·:- u-1? · --ate:'--. _______ -.1.;..__
By: §)eJ~
Name:·. Dave Anderson
Title: City Manager
5/6/H .

APPROVEGl.~S::T:0 FQR:i\,k .
··s\j• :· .. ~,.:.-._-_,,...._,.___,,,..,._.,...._----Name : Jannie :L Quinn> . · .

Titre/ City Attt>meY · ·
A.RPR0\/~[Y}t$TO'FORcM:

Bv:•_·· _.....;..... _______________ ____
.Name: . .,.,..·-~-......,..__,...;.--­
Title:. City Attorney ·
By:._' ,--------,.,,.,.,_-. ........... ...,...........,........-.,,,,.-,----r.- Name ': :~o$a tsongJlaatarlF ·
· !itle::.$enier. Deputy•City.Att~mE3f
APPROVED AS TO FORM: . ' . . - .. - " ''i
APPROV.ED~S TO FORM:
,. ., ,. • • ~ 1 ' • ' •
,·
By:, ~ ., <:::.,.

Name: Richard Tay[pr
Tjtle; CityAfforn~y

TAC MEMORANDUM OFAGREEMENT

CITY OF SUNNYVALE
APPROVED AS TO FORM:

By: _ __,__u -+,...-(. -~ _~ ...,.._L-l _-_...oi -~---_-_~..,,_-By: J-o,~ ~ rv--== Name ers Name: Joan A. Borger
Title: . er . Title: ·
5/6/13 22

TAC MEMORANDUM OF AGREEMENT
ATTACHMENT 1

INITIAL STAFFING OF ADMINISTRATOR
The following is the initial staff complement for the Administrator:

Staff Person
Elizabeth Constantino, Program Manager II
Provides oversight of all Annual Workplan
tasks and all functions of the Administrator.

Lisa Rose, Senior Management Analyst
Coordinates the Green Business Program,
serves as staff to the Commission, and
performs various other duties.

Clifton Chew, Management Analyst
Serves as staff to the TAC, prepares state
reporting and DRS, and performs various
other duties.

Zachary DeVine, Management Analyst
Contracts monitoring, budget tracking,
Outreach Specialist, and various other
duties.

Sue Sherrin, Associate Management
Analyst B, Green Business Specialist
Sarah Smith, Management Analyst
Home Composting Education Program
Coordinator
Joanne Chapa, Office Specialist Ill
5/6/13
% FTE Committed
To Administrator
Duties

0.82 FTE

0.87 FTE

0.80 FTE

0.67 FTE

0.98 FTE

1.0 FTE

0.94 FTE
23 % FTE Committed
To County
Unincorporated
Duties

0.18 FTE

0.13 FTE

0.20 FTE

0.33 FTE

0.02 FTE

0.00 FTE

0.06 FTE

TAC MEMORANDUM OF AGREEMENT
ATTACHMENT 2

SELECTION PROCESS FOR THE ADMINISTRATOR

1.Selection. The IC shall select a PARTY or an Outside Contractor to serve as the Administrator for the TAC. As part of the selection process, the potential candidate(s) shall submit a proposal to the IC for providing Administrator services. The proposal shall include: a detailed scope of work for the upcoming fiscal year, detailed costs and work hours for the completion of each task, and a list of the employees proposed to perform each part of the Annual Workplan, as well as 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 of great importance that each member of the Administrator staff possess a high level of experience and expertise in the listed areas. The proposal shall designate the duties and activities to be carried out by each employee. The IC will review the proposal(s) and conduct interview(s) with the potential Administrator(s). The IC will select an Administrator and recommend approval to the Commission.

2.Change in Administrator Staff. In the event any member of the Administrator's staff is unable or unavailable to serve in the capacity indicated in the original proposal, the IC shall work with the Administrator to determine if an acceptable alternate staff member is available. This shall include, if desired by the IC, having representatives from the IC participate in the selection process for the alternate staff person; review the resumes, references and writing samples of proposed candidates; attend and participate in interviews; and provide input to the decision-making process for selection of the proposed alternate staff member. If the proposed alternate staff person is not acceptable to the IC, and the IC determines that the employee who is unavailable is a key employee, the IC may give written notice to the Administrator that the TAC will seek another Administrator, and the IC may recommend to the Commission that the selection process for a new Administrator be commenced. Upon receipt of Commission approval, the IC will begin that process. The Administrator shall serve until such time as either a replacement Administrator is selected and approved by the Commission, or (if the Administrator is not a PARTY) until the current contract for the services of the Administrator expires, whichever occurs first. In the IC's sole discretion, the services of the Administrator may be terminated prior to the selection of a 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 event a key staff person becomes unavailable.

3. Key Employee. A "key employee" includes, but is not limited to, any one of the following:
5/6/13
a. An employee who is performing twenty percent (20%) or more of the work hours in the Annual Workplan.
24 TAC MEMORANDUM OF AGREEMENT
5/6/13
b. An employee whose work tasks require a high level of technical expertise and experience 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, liaison 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 organizations (e.g. service organizations, community groups, homeowner's, associations, -etc.).
25 TAC MEMORANDUM OF AGREEMENT
ATTACHMENT 3

ELEMENTS TO BE CONTAINED IN THE ANNUAL WORKPLAN AND BUDGET

1.Scope of Work. The proposed Annual Workplan ar:,d Budget will contain a detailed scope of 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 other projected costs. If the Administrator is a public agency, the costs may be shown as a percentage of each Full Time Equivalent (FTE) and the cost therefore, as long as the position (such as 'Analyst I') and the name of the employee filling that position are indicated, along with the fully burdened cost of the specified percentage of each FTE. The proposed Annual Workplan 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 meetings, attend meetings, prepare minutes and correspondence, and carry out the direction of the TAC and all Committees and Subcommittees. The Workplan 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 Subcommittees.

3. Other Staff Commitments. The proposed Workplan will contain a listing of the other duties and responsibilities of each assigned employee (other than the work to be performed as Adr:pinistrator for the TAC and the Commission) including the work hours and a general description of the key tasks and projects to be performed. This will serve as a cross-check (regardless of whether the Administrator is a public agency or a private firm) to ensure that the time of each employee is not overcommitted, and that sufficient time exists for each employee to complete 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 Workplan and Budget. Such costs shall be clearly and separately identified for each function (and 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 Comparison. The budget shall be formatted in a clear and concise manner such that all projected expenditures and revenues are detailed by project and line item. The proposed Workplan 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

TAC 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 be 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 projections 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 recommendation 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. annual one-time transfer of funds, quarterly transfer of funds, or other recommended timing.) ?.Discussion Concerning Potential Conflicts. Once the initial draft of the proposed Annual Workplan 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 containers or other goods at less than the purchase price (i.e. 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, research and propose solutions for eac.h. If solutions cannot be found, the issue may be presented to the IC for further consideration and/or the IC Chair may direct the Administrator to revise the Workplan and Budget to remove the items creating the potential conflict. In this event the IC Chair will inform the IC of such action when the Annual Workplan and Budget are considered for approval. 5/6/13 27

TAC MEMORANDUM OF AGREEMENT
ATTACHMENT 4

CODE OF ETHICAL CONDUCT

1. Members shall strive to conduct all meetings, discussions and deliberations in a spirit of collaboration and partnership. Members shall treat all persons with respect and courtesy. In the course of discussions, members shall make their arguments on the merits of the issue rather than engaging in personal remarks or attacks on persons holding positions other than their own.

2. All members shall remain aware that the activities of the TAC are funded by fees, raised from the public; and that the TAC is recommending expenditures of public funds. Members shall act prudently and in the best interest of the public when making fiscal and policy decisions.

3. Members shall voluntarily recuse themselves from all discussions and votes, and shall refrain from expressing any opinion to other members on issues where any one of the following apply:
a. The member holds a financial interest such that the member could financially benefit from the action or issue being considered. b. The member is an owner or investor of a business the TAC is considering doing business with.
c. The member owns land that is being considered for purchase or lease by theTAC or by any program funded by the TAC.
d. A charity, community group or non-govemmental organization to which the member belongs or contributes funds would receive funds from the TAC for projects or services.
e. A person in the member's family could benefit financially from the action or issue being considered. Family includes the members' spouse, children, step-children, grandchildren and step-grandchildren, as well as siblings and parents of the member and the member's spouse.

4. A member recusing themselves shall mean (a) announcing the member has a conflict of interest when the item is opened for discussion, (b) leaving the meeting room before discussion on the matter commences, and (c) not returning to the room until after discussion and any vote on the matter is concluded.

5. Members .shall periodically conduct a self-assessment and inventory of any potential conflicts of interest they may have and, if the member is unsure whether or not a conflict exists, the member shall discuss the issue with the TAC Chair, the Administrator, TAC Legal Counsel or legal counsel for the member's own agency.

6. In the event a member fails to recuse him or her self during discussion of 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 room.

7. 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.
516113 28

TAC MEMORANDUM OF AGREEMENT

8. Members s_hall 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 TAC, 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 intrinsic value from sources described in this section.

9. Members shall not knowingly make unauthorized commitments or promises of any kind purporting to bind the TAC to take any type of action or to approve any contract, program or other commitment.

10. Members shall not use their membership on the TAC for private gain.

11. Members shall always act impartially and objectively and not give preferential treatment to any organization or individual.
.12. Members shall not seek or accept any contract to provide services to the TAC for a period of at· least six (6) months after termination of their membership on the TAC.

13. Members shall adhere to, and be vigilant that the TAC adheres to, all applicable state, federal and local laws and regulations.

14.AII members shall participate in a TAC-sponsored Ethics Training bienr:,ially.

15. Members shall endeavor 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 Attachment.
5/6/13 29

TAC MEMORANDUM OF AGREEMENT
ATTACHMENT 5

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 PARTIES./ ,

1. As part of its review and approval of the Annual Workplan and Budget, the IC shall establish the amount of funds and the schedule for transfer of funds from the Fiscal Agent to the Contracting Agent for the upcoming fiscal year.

2. Upon approval of the Annual Workplan and Budget by the Commission, the IC may take appropriate actions consistent with the Annual Workplan and Budget, including but not limited to, the following: ·
A. Direct the Fiscal Agent to transfer specific amount(s) of Countywide Funds to the Contracting Agent on a specified schedule. The schedule may call for annual, quarterly, or more frequent transfers, as needed for the fiscal year.

B. Adjust the timing and/or the amount(s) of funds to be transferred by the Fiscal Agent to the Contracting agent if circumstanc~s change during the year, or if there are other reasons to do 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 of work.

3. In the event the Fiscal Agent is also serving as the Ac;jministrator, the IC shall direct the Fiscal Agent to transfer funds to th_e Contracting Agent for payment of the Administrator. The Contracting Agel)t 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 PARTY for performing the services of Fiscal Agent and Contracting Agent.

5. 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 implement the Annual Workplan 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 Contra'cting Agent, as well as carrying out the duties of each.

6. If the Contracting Agent is, at any time, running out of funds or projects a shortfall in funds due to changed conditions or circumstances, the Contracting Agent shall immediately inform the IC and the Fiscal Agent and proceed according to the directions of the IC.

7. When making 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 a check made payable to the Contracting Agent.

8. If the Contracting Agent does not receive funds from the Fiscal Agent pursuant to the schedule directed by the IC, the Contracting Agent shall promptly inform the Fiscal Agent and the Fiscal Agent shall promptly arrange for the funds to be transferred. 5/6/13 30

TAC MEMORANDUM OF AGREEMENT
9: At the end of the fiscal year, the IC 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 Contracting Agent to transfer unspent funds to the Fiscal Agent, the Fiscal Agent shall acknowledge receipt of s'uch 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
County of Santa Clara
Department of Agriculture and Environmental Management
Recycling and Waste Reduction Division
1555 Berger Drive Suite 300
San Jose, CA 95112
(408) 282-3180
Fax ( 408) 282-3188
DATE:

TO:

FROM:

RE:

September 2, 2014
Clerk of the Board
LisaRose 1--tJ
Memorandum of Agreement
http://www.ReduceWaste.org
Attached are the original, signed copies of the Agreement Creating the Santa Clara County Recycling and Waste Reduction Technical Advisory Committee, signed by each Party to the Agreement. Please forward an executed copy to me (electronically) and I will distribute to each of the cities. Please contact me at 408-282-3166 or [email protected] if you have any questions.

Board of Supervisors: Mike Wasserman, Cindy Chavez, Dave Cortese, Ken Yeager, S. Joseph Simitian County Executive: Jeffrey V. Smith
DocuSign Envelope ID: F14D4D16-76CD-4EFE-B52C-B1A3240516C7

MEMORANDUM OF

UNDERSTANDING AMONG LOCAL

PUBLIC AGENCIES IN

SANTA CLARA COUNTY

FOR FOOD RECOVERY PROGRAM COSTS
SECTION 1. OVERVIEW
This Memorandum of Understanding ("MOU") is between the cities of Cupertino, Gilroy, Los Altos, Milpitas, Morgan Hill, Mountain View, Palo Alto, San Jose, Santa Clara, and Sunnyvale; the town of Los Altos Hills; the County of Santa Clara; and the West Valley Solid Waste Management Authority on behalf of its member agencies, the cities of Campbell, Monte Sereno and Saratoga; and town of Los Gatos; collectively "Parties" or individually as a "Party." SECTION 2. RECITALS
WHEREAS, the signatory Parties are also "PARTIES " to the Memorandum of Agreement for the Santa Clara County Recycling and Waste Reduction Technical Advisory Committee , which is a Committee of the County of Santa Clara Recycling and Waste Reduction Commission that advances the interests of Party jurisdictions by perfonning technical and policy review to inform parties and advise the Commission on solid waste management issues, and bring together varied expertise and viewpoints for planning and implementing the Commission approved annual workplan and budget;
WHEREAS, the Parties have previously agreed to jointly fund the cost of a countywide edible food recovery program to satisfy their respective obligations under SB 1383 (2016) and the corresponding regulations;
WHEREAS, the County of Santa Clara is the Fiscal Agent for the Technical Advisory Committee (TAC) to the Santa Clara County Recycling and Waste Reduction Commission and the City of Morgan Hill is the Administrator and Contracting Agent for the TAC; WHEREAS, the City of Morgan Hill, as Program Administrator and Contracting Agent, has contracted with Joint Venture Silicon Valley to implement and manage the countywide Food Recovery Program ("Program") for Fiscal Year 2023/24;
WHEREAS, the Parties desire to execute this MOU to provide for their respective share of costs for the Program;
NOW, THEREFORE, for good and valuable consideration, the adequacy and sufficiency of which is hereby acknowledged, the Parties agree as follows:
1 DocuSign Envelope ID: F14D4D16 -76CD-4EFE-852C-81A3240516C7 SECTION 3. PURPOSE OF THE MOU
The purpose of this MOU is to establish a means of requiring:

Payment by the Parties for their share of the costs for implementation of the Program.

SECTION 4. EFFECTIVE DATE
This MOU shall be effective upon execution of this MOU by all Parties ("Effective Date").

SECTION 5. PAYMENTS UNDER TIDS MOU
For purposes of the Program, the County of Santa Clara is the Fiscal Agent and the City of Morgan Hill is the TAC Administrator and Contracting Agent, as specified in the Santa Clara County Recycling and Waste Reduction Technical Advisory Committee MOA.

The Parties agree to share costs for the services as described in Exhibit A of this MOU.

The County of Santa Clara will, within thirty (30) days of the Effective Date of this MOU, submit to the other Parties an invoice for the amounts due under the MOU. Each party will make their payment to the County of Santa Clara based on the invoice amount.

SECTION 6. RECORDS AND ACCOUNTS
The County of Santa Clara will keep complete and accurate financial records related to accomplishing the purposes of this MOU. Upon reasonable notice to the County of Santa Clara, any Party to this MOU may 'inspect the financial records related to this MOU.

SECTION 7. FURTHER ASSURANCES
Each Party will adopt, execute, and make any and all further assurances, instruments and resolutions as may be reasonably necessary or proper to carry out the intention or to facilitate the Parties' performance of their obligations under this MOU.

SECTION 8. REPRESENTATIONS AND WARRANTIES
Each Party represents and warrants to all other Parties as follows:

Authority: Each Party has the full legal right, power and authority under the laws of the State of California to enter into this MOU and to carry out all of its obligations herein.

Due Execution: Each Party's representatives who sign this MOU are duly authorized to sign and bind their respective agency.
2 DocuSign Envelope ID: F14D4D16-76CD-4EFE-B52C-B1A3240516C7 SECTION 9. REMEDIES NOT EXCLUSIVE
No remedy herein conferred upon or reserved in this MOU is exclusive of any other remedy, and each such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing in law or in equity or by statute or otherwise, and all such remedies may be exercised without exhausting and without regard to any other remedy.

SECTION 10. INDEMNIFICATION
In lieu of and notwithstanding the pro rata risk allocation, which might otherwise be imposed between the Parties pursuant to Government Code Section 895 .6, the Parties agree that all losses or liabilities incurred by a Party shall not be shared pro rata but, instead, the Parties agree that, pursuant to Government Code Section 895.4, each of the Parties hereto shall fully indemnify and hold each of the other Parties, their officers, board members, employees , and agents, haimless from any claim, expense or cost, damage or liability imposed for injury (as defined in Government Code Section 810.8) occurring by reason of the negligent acts or omissions or willful misconduct of the indemnifying Party, its officers, employees, or agents, under or in connection with or arising out of any work, authority, or jurisdiction delegated to such Party under this MOU. No Party, nor any officer, board member, or agent thereof shall be responsible for any damage or liability occurring by reason of the negligent acts or omissions or willful misconduct of any other Party hereto, its officers, board members, employees, or agents, under or in connection with or arising out of any work authority or jurisdiction delegated to such other Party under this MOU. The obligations set forth in this paragraph will survive termination and expiration of this MOU.

SECTION 11. SEVERABILITY
The provisions of this MOU shall be severable, and if any clause, sentence, paragraph, provision or other part shall be adjudged by any court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of this MOU will be valid and binding on the Parties.

SECTION 12. AMENDMENTS
This MOU may only be amended by a written instrument signed by the Parties.

SECTION 13. COUNTERPARTS
This MOU may be executed in counte_rparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

SECTION 14. USE OF ELECTRONIC SIGNATURES
Unless otherwise prohibited by law, the Parties agree that an electronic copy of a signed contract, or an electronically signed contract, has the same force and legal effect as a contract executed with an original ink signature. The term "electronic copy of a signed contract" refers to a transmission by 3 DocuSign Envelope ID: F14O4O16-76CD-4EFE-B52C-B1A3240516C7 facsimile, electronic mail, or other electronic means of a copy of an original signed contract in a portable document format. The term "electronically signed contract" means a contract that is executed by applying an electronic signature using technology approved by the City of Morgan Hill. For the purposes of this agreement, the approved methods of signing shall be via DocuSign or original ink signature signed in counterpart and scanned over to the CITY via electronic mail.

SECTION 15. INTERPRETATION, PRIOR AGREEMENTS AND AMENDMENTS.

This MOU, including all Exhibits attached hereto, represents the entire understanding of the Parties as to those matters contained herein. In the event that the terms specified in any of the Exhibits attached hereto conflict with any of the terms specified in the body of this MOU, the terms specified in the body of this MOU shall control. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This MOU may be modified only by a written amendment duly executed by the Parties to this MOU.

SECTION 16. NO LEGAL RELATIONSIDP
By entering into this MOU, the Parties are neither forming, nor do they intend to form a partnership, agency, or any other legal entity relationship. No Party is authorized to bind or to act as the agent or legal representative of the other Party for any purpose, and neither Party is granted any express or implied right or authority to assume or create any obligation or responsibility on behalf of or in the name of any other Party.

SECTION 17. GOVERNING LAW, VENUE
This MOU has been executed and delivered in, and shall be construed and enforced in accordance with, the laws of the State of California. Proper venue for legal action regarding this MOU shall be in the County of Santa Clara.

IN WITNESS OF, the Parties have executed the MOU as of the last date set forth below:

DocuSlgned by:

C1 ffll!~~g'rffno - City Manager
Date: 5/2/2023
Appro4Wf2l1<s>ffi
4 ft:>rm, Cupertino
Date: 5/1/2023
flAl,Ll" ~
• Ft,_BJ.Q~fFD9254E3 •
City ot u11roy - City Manager
Date: 5/2/2023
A
19l9C EBJ;B6fl,170... 0•1 pprova1 as w rorm, 1 roy
Date: 5/4/2023
1464 ...
5/1/2023
4 DocuSign Envelope ID: F14D4D16-76CD-4EFE-B52C-B 1 A3240516C7 City oft'os
8 9\ttl5~---City Manager
Date: 5/1/2023
713!l_ll!j739334'1/14. . H'll T M Town 01 LOS A1tos 1 s - own anager Date: 5/1/2023
DocuSigned by:
08fWfflilJ~&s· - City Manager/ /tef"'l~q
Date: 5/10/2023
City om~r~fi\4'Hill - City Manager
Date: 5/5/2023
City7M"d'Uf\lfilffl'l\/iew - City Manager
Date: 5/5/2023
1 1B4f~cfrirftain View - Public Works Director
Date: 5/1/2023
City of San Jose - ~r
Date: S/21p /202.3
Date: 5/7/2023
5 Approta as o ciim, Los Altos
Date: 5/1/2023
Appro'9li1f6£ft139f&rtn, Los Altos Hills
Date: 5/19/2023
~ocuSlgned by:

Appro~
Date: 5/1/2023
Approv~l'I/Ififflrm, Morgan Hill
Date: 5/1/2023
App tffl'Ms<'ffi~hn, Mountain View
Date: 5/3/2023
~~--
c. f M . v· p· 72ACABPEF6484BF ...
1ty o ountam 1ew - mancet
Administrative Services Director
Date: 5/2/2023
~ Approval as to form. San Jose
Dl'lte: (Qf, / UJ ~; l- {
(;7"~~·;,,,,
A V99018J!ABll-4C487 ... s t Cl (C't ) pprova1 as rn ronn, an a ara 1 y Date: 5/22/2023
DocuSign Envelope ID: F14O4O16-76CD-4EFE-B52C-B1A3240516C7 DocuSigned by:
l,!11E613COA34fF ... C'ty M i:'.)Unnyva e - 1 anager
Date: 5/2/2023
DocuSigned by:
~~mrt.
0 -e'lara - Director of Procurement
5/1/2023
:,.4e,o~~764DFJ:.148,\. .. West va11ey ~oud Waste Management Authority - President
Date: 5/1/2023
City of~~l~~8ft"6°::: City Manager
Date: 5/5/2023
6 Approva1°r~8t~
1 foNn, Sunnyvale
Date: 5/1/2023
ApproviJJ
5 ~ffo
0 f8hn, Santa Clara County
Date: 5/1/2023
ApprovJfFa
5 s'0r6
1 r&'itn, West Valley Solid
Waste Management Authority
Date: 5/8/2023
~M~-------
A 81C299Fll\389p40E... C'ty f p 1 Alt pprova1 as to r01m, 1 o a o o Date: 5/11/2023
DocuSign Envelope ID: F14D4D16-76CD-4EFE-B52C-B1A3240516C7

EXHIBIT A

COSTS AND SCOPE OF SERVICES
Proposed Jurisdiction Contributions for ~~se Prog_l'_a_m and Infrastructure - FY 23-24 Program Costs Camp_bell $ 55,495 I$ 10,544 11 49 601$ 7,980 I$ 2,564 I $ 2,564 Cup_ertino $ 77,953 I$ 14,811 10 80 901$ 11,910 I$ 2,841 I $ 2,841 Gilro_y_ $ 75,255 I$ 14,298 11 48 591$ 1,s41 I$ 6,451 I $ 6,451 Los Altos $ 41,038 I$ 7,797 7 34 411$ 5,453 I$ 2,344 I $ 2,344 Los Altos Hills $ 20,000 I$ 3,800 0 2 21$ 266 I$ 3,534 I $ 3,534 Los Gatos $ 41,465 I$ 7,878 10 45 551$ 1,315 I$ 563 I$ 563 Milp_itas $ 100,259 I$ 19,049 21 92 1131$ 15,029 I$ 4,020 I$ 4,020 Monte Sereno $ 20,000 I$ 3,800 0 1 11$ 133 I$ 3,667 I$ 3,667 Morgan Hill $ 63,156 I$ 12,000 15 43 581$ 7,714 I$ 4,286 I $ 4,286 Mountain View $ 109,638 I$ 20,831 17 114 1311$ 11,423 I$ 3,408 I$ 3,408 Palo Alto $ 89,759 I$ 17,054 7 106 1131 $ 15,029 I$ 2,025 I$ 2,025 San Jose $ 1,351,654 I $ 256,814 212 787 999r$ 132,702 I$ 124,112 I $ 124,112 Santa Clara $ 112,so4 I$ 32,776 40 162 2021$ 26,866 I$ 26,866 s,910 I$ 5,910 Sarato_g_a $ 41,085 I$ 7,806 2 26 281$ 3,724 I$ 3,724 I$ 4,082 I $ 4,082 Sunnyvale $ 202,111 I$ 26 144 1701$ 22,610 I$ 22,610 I$ 16,758 I $ 16,758 Unincorporated sec I $ 113,337 13 35 481$ 6,384 I$ 6,384 I$ 16,616 I$ 16,616 Totals I$ 402 1768 21701$ $ 288,445 r $ 203,182 ·1 $ 203,182 West Valley Cities: FY 23-24 contrib~tions .fLind_ed by West VaJley Solid Waste Managem~nt Authori 19,152 $ 10,876 Note : Initial program pledge was based on program cost estimate before program establishment and experience with program scope of work .

E~h~~~;~·e-~t c~~-t~ib~tio~s ma'v b~ r~d~~~d:·i;~t ~~t th~ Base P~ogram c~~trib~ti~-~--.: . . . .. · .. : "' . . • . . •'• . . .... ·contritiutio-ns to· infrastructure Inhancem.ent~·hv each age.iicv·a·re subjeci: to ch·a-nge.pending final apprc>vals ·by each Agency. -- -·-· --.. .. - DocuSign Envelope ID: F14D4D16-76CD-4EFE-B52C-B1A3240516C7 EXHIBIT A:

SCOPE OF SERVICES
Base Program - Countywide Food Recovery Program Management From July 1, 2023 to June 30, 2024, Joint Venture Silicon Valley will run the Santa Clara County Food Recovery Program, serving as the food recovery program (Program) on behalf of all jurisdictions (Jurisdictions) of the Parties, and coordinating with any Pariy performing their own enforcement.

The Base Program

1. Will develop and coordinate a standardized and uniform method to comply with California Code of Regulations, Title 14, Division 7, Chapter 12, "Short-Lived Climate Pollutants." The Program will operate within the Party's boundaries and replace the need for the Party to create such a program on its own.

2. Each year by March, the Program will conduct a review of new Tier I and Tier 2 Entities, to ensure that as businesses open in Santa Clara County, the appropriate regulated entities are added to the Tier 1 and Tier 2 lists. Closing businesses will be identified during the reporting process, and be eliminated from the lists.

3. Provide Parties with requirements for inclusion in the 'large event' list requested from each Party, as well as provide electronic materials for distribution for large event planners.

4. Shall provide Parties with the information and data necessary for the Parties to make their required reports to CalRecycle.

5. Shall retain records of inspections for each Party for a minimum of five (5) years.

6. Shall notify the Party promptly about any related issues that require the Party's assistance or to request the Party lead in resolving the issue(s) that arise related to non-compliance.

7. Shall fulfill the annual education requirement for the Parties and provide the data needed for the Parties to complete required CalRecycle reports.

8. Shall conduct generator and Food Recovery Organization/Services requests for reports, compile the results, and communicate those results to the jurisdictions for inclusion in the Implementation Record Data Summary, and to Santa Clara County for use in future Capacity Planning efforts.

9. Shall conduct inspections and monitoring in compliance with CalRecyc!e expectations for Tier One businesses, Tier Two entities and Organizations, and Food Recovery Organizations and Services.

10. The Program shall supply appropriate content for the web site, SCCFoodRecovery.org, as well as a list of Food Recovery Organizations and Services. The list will be annually updated and made accessible to Tier 1 and 2 Entities.
ii
DocuSign Envelope ID: f 14O4O16-76CD-4EFE-B52C-B 1 A3240516C7

11. The Program leadership shall represent the interests of the Program with other entities, Counties, and CalRecycle.

12. The Program leadership shall create reports about Program activities at the end of each fiscal year. These reports shall include monitoring statistics, details on overall compliance, compliance in certain sectors, total number of pounds of food recovered, and a summary of all enforcement actions taken.

13. Statistics about food recovery in Santa Clara County will be shared on the Office of Sustainability website as part of the Sustainability Master Plan Data Dashboard and the Annual Sustainability Report.

All Parties to this MOU will receive the Base Program services.

Infrastructure Enhancements Program
As shown in Exhibit A of this MOU, jurisdictions have chosen to contribute to the edible food recovery Infrastructure Enhancements Program which will direct additional food recovery resources to participating jurisdictions between July 1, 2023 and June 30, 2024. The Infrastructure Enhancements Program will include two subprograms, described as follows:
1) Small Capacity Grants. Grants will be issued to increase the food recovery capacity of food recovery organizations that serve contributing jurisdictions. Applications will be solicited, awards will be issued, and funds will be distributed. Joint Venture Silicon Valley will provide information for Annual Reporting that shows how contributions to this subprogram were spent on behalf of each participating Agency.
2) Food Waste Prevention Classes. A webinar/in-person series will be advertised for different sectors regulated under SB 1383 (e.g., restaurants, hospitals, schools, large events). The series will promote food waste prevention measures specific to each regulated sector, provide food recovery tips and best practices, and teach businesses and organizations how to comply with SB 1383 and local ordinances. The series will start with Tier 2, and then move into Tier 1 groups that answered 'zero pounds' in their reports, if funding allows. Joint Venture Silicon Valley will provide info1mation for Annual Reporting that shows how contributions to this subprogram were spent on behalf of each participating Party.
iii
DocuSign·
Certificate Of Completion
Envelope Id: F14D4D1676CD4EFEB52CB1A3240516C7 Status : Completed Subject: Complete with DocuSign : FRP _SharedCostAgrmt_MOU_removed West Valley Cities final_ 4sigsMV _5.1.23.pdf Source Envelope :

Document Pages : 9
Certificate Pages: 12
AutoNav : Enabled
Envelopeld Stamping : Enabled
Signatures: 27
Initials : 0
Time Zone: (UTC-08 :00) Pacific Time (US & Canada)
,.

Record Tracking
- · --
Status : Original
5/1/2023 9:56 :15 AM
Security Appliance Status : Connected
Storage Appliance Status : Connected
Signer Ev~nts
Andy Faber
andy .faber@berliner .com
City Attorney
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Accepted: 5/4/2023 2:33:49 PM
ID: 019fde0b-2610-414b-b6c6-f1 cdbd3fbdb8
Ashwini Kantak
[email protected]
Security Level : Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Accepted : 5/10/2023 10:15:19 AM
ID: 3d99ce9d-2d92-432f-bb5e-f3fae0bf276d
Caio Arellano
[email protected]
Security Level: Email , Account Authentication
(None)
Electronic Record and Signature Disclosure:

Accepted: 5/11/2023 6:02:19 AM
ID: b8fef4c7-5026-4 fad-93f9-5c1 501443e4c
Christina Turner
[email protected]
City Manager
City of Morgan Hill
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Holder : City Clerk's Office
[email protected] .gov
Pool: StateLocal
Pool: City of Morgan Hill
Signature
Signature Adoption: Pre-selected Style
Using IP Address: 68.121.158.241
Signature Adoption: Pre-selected Style
Using IP Address: 50.59.22 .2
lrOoettSlgn~d by:
~F~
Signature Adoption : Uploaded Signature Image
Using IP Address : 98.47.120 .62
Signature Adoption : Pre-selected Style
Using IP Address: 107.115.112 .18
Envelope Originator:

City Clerk's Office
17575 Peak Ave
Morgan Hill, CA 95037
cityclerk@morganhill .ca.gov
IP Address: 152.44 .239.118
Location: DocuSign
Location : DocuSign
Timestamp
Sent: 5/1/2023 11 :08:40 AM
Viewed : 5/4/2023 2:33:49 PM
Signed : 5/4/2023 2:34:21 PM
Sent: 5/1/2023 11 :08:42 AM
Viewed: 5/10/2023 10:15:19 AM
Signed : 5/10/2023 10:15:43 AM
Sent: 5/1/2023 11 :08:53 AM
Resent: 5/1/2023 11 :55:46 AM
Viewed : 5/11/2023 6:02:19 AM
Signed: 5/11/2023 6:02:43 AM
Sent: 5/1/2023 11 :08:44 AM
Viewed : 5/5/2023 5:52:03 AM
Signed : 5/5/2023 5:53:50 AM
Signer Events
Accepted: 5/5/2023 5:52:03 AM
ID: de0d7e7d-5dcf-41 b1-a264-c221890ae38b
Christopher D. Jenson
christopherj@cupertino .org
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Accepted: 5/1/202311:16 :38 AM
ID: 1 b0621ee-947f-4d4e-9466-6edb 7d3f2f06
Dawn S Cameron
dawn [email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Accepted: 5/1/2023 4:53:11 PM
ID: 3be33e4c-c54b-407a -a33e-Oc220c19193c
Derek Rampone
derek .rampone@mountainview .gov
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Accepted : 5/1/2023 11:21:57 AM
ID: a0de42d3-bc19-4af4-91ff-d09e62fa3f69
Diana Fazely
diana .fazely@mountainview .gov
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Accepted : 5/3/2023 2:22:56 PM
ID: 274e1052-6eb2-41dc -abdb-7e1 a7fc9dc69
Donald Larkin
donald .larkin@morganhill .ca .gov
City Attorney/Risk Manager
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Accepted : 5/1/2023 11 :15:41 AM
ID: 9330dec4-8ed0-4b73-b974-f34f502102bc
Signature
Signature Adoption : Pre-selected Style
Using IP Address : 136.24.22.194
Signature Adoption : Pre-selected Style
Using IP Address : 38.99.34.33
1/0ocuSlgno d by;
~ --
Signature Adoption: Drawn on Device
Using IP Address : 38.99.34.33
Signature Adoption : Pre-selected Style
Using IP Address: 73.189.195.168
Signature Adoption : Pre-selected Style
Using IP Address : 71.93.229 .68
Timestamp
Sent: 5/1/2023 11 :08:39 AM
Viewed : 5/1/2023 11 :16:38 AM
Signed: 5/1/2023 11 :17:56 AM
Sent: 5/1/2023 11 :08:43 AM
Viewed : 5/1/202 3 4:53:11 PM
Signed: 5/1/2023 4:55:46 PM
Sent: 5/1/2023 11 :08 :43 AM
Viewed : 5/1/2023 11 :21 :57 AM
Signed : 5/2/2023 3:28:25 PM
Sent: 5/3/2023 1 :48:51 PM
Viewed: 5/3/2023 2:22:56 PM
Signed : 5/3/2023 2:23:07 PM
Sent: 5/1/2023 11 :08:50 AM
Viewed : 5/1/202311:15:41 AM
Signed : 5/1/202311 :16:52AM
Signer Events
Ed Shikada
ed.shikada@cityofpa loalto .org
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure :

Accepted : 5/3/2023 11 :01 :32 AM
ID: 9d7491c6-779e-4f4b-b273-c1976a41 b3f0
Gabriel Engeland
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure :

Accepted : 5/1/2023 8:37:12 PM
ID: 230984e0-2f4e-4f90-b622-22a859fa831 d
Jimmy Forbis
[email protected]
City Administrator
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Accepted : 5/2/2023 10:43:36 PM
ID: 079f1 c50-59b3-4ecc-83b 7-32815a 1f536d
Jolie Houston
jolie [email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Accepted : 5/1/2023 11 :54:20 AM
ID: 042df2e9-3f1d-457d-ae19 -cc9eed44d0e1
Jovan D. Grogan
jgrogan@santaclaraca .gov
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Accepted: 5/5/2023 7:45:07 AM
ID: 5e9934b0-786a-4665 -8462-3e1 f503a84ca
Kent Steffens
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Signature
~
OocuSl gned by:
ti. ~
F2OCA 19CCCOD◄ F9 ...

Signature Adoption: Pre-selected Style
Using IP Address: 199.33.32 .254
~•~~d~t
122 1E448CC844F8 ...

Signature Adoption: Pre-selected Style
Using IP Addre ss: 98.248 .50.11
G
DocuSlgnad by:
iw.w.~ hv/Jis
FAB7DCFFD9 254E3 ...

Signature Adoption : Pre-selected Style
Using IP Address: 71.93 .228.96
'-DocuSlgned by:
~ 0B31E7C58B41464 ...

Signature Adoption : Pre-selected Style
Using IP Address: 68.121.158.24 1
1 aocuSlgned by:
~ e-~
Signature Adoption : Drawn on Device
Using IP Address: 172.58.88.157
Signed using mobile
11 aocuSigned by:

L~.,~~s
Signature Adoption : Pre-selected Style
Using IP Address : 198.94.221 .66
Timestamp
Sent: 5/1/2023 11 :08:53 AM
Viewed : 5/3/2023 11 :01 :32 AM
Signed : 5/5/2023 9:56:54 AM
Sent: 5/1/2023 11 :08:42 AM
Viewed : 5/1/2023 8:37:12 PM
Signed: 5/1/2023 8:37:25 PM
Sent: 5/1/2023 11:08:41 AM
Viewed: 5/2/2023 10:43:36 PM
Signed: 5/2/2023 10:43:53 PM
Sent: 5/1/2023 11 :08:45 AM
Viewed : 5/1/2023 11 :54:20 AM
Signed: 5/1/2023 11:54:44 AM
Sent: 5/1/2023 11 :08:49 AM
Viewed: 5/5/2023 7:45:07 AM
Signed: 5/7/2023 11 :56:55 AM
Sent: 5/1/2023 11 :08:48 AM
Viewed : 5/2/2023 8:36:02 PM
Signed: 5/2/2023 9:33:31 PM
Signer Events
Accepted: 5/2/2023 8:36:02 PM
ID: 40f98182-e26c-41 ee-b04a-2bf2d2e405ed
Kimbra McCarthy
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Accepted: 5/5/2023 7:14:02 AM
ID: 9e3ea2b 7-42c9-42a5-b420 -67899d0a5625
Kirsten Powell
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Accepted: 5/8/2023 8:30:54 AM
ID: 39ea5193-a 104-46d7-be4b-b83b88d7cd9b
Luis M. Haro
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Accepted : 5/1/2023 1 :21 :38 PM
ID: 5cfd82b9-2c82-46c5-a7 42-65b978ec14 75
Matthew Hada
[email protected] .org
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure :

Accepted : 5/1/2023 11 :35:37 AM
ID: 404a699c-fd90-4e90-b4ad-ffa503a42a9d
Michael Mutalipassi
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Accepted: 5/1/2023 3:19:26 PM
ID: cc4c3433-1741-4297-a0fe-33791 Oc7d908
Signature
lvOocuSlgned by:

L::::~:~
Signature Adoption: Pre-selected Style
Using IP Address : 104.9.124 .184
Signed using mobile
[?~;:·•;~will
OOF15E0E7124484 ...

Signature Adoption: Pre-selected Style
Using IP Address : 73.63 .184.160
Signed using mobile
Signature Adoption: Pre-selected Style
Using IP Address : 38.99 .114.1
Signature Adoption : Pre-selected Style
Using IP Address: 146.74.1.98
· r-=OoeuSlgn ed by:
~
Signature Adoption : Uploaded Signature Image
Using IP Address: 50.59.22.2
Timestamp
Sent: 5/1/2023 11 :09:04 AM
Viewed : 5/5/2023 7:14 :02 AM
Signed : 5/5/2023 7:16:33 AM
Sent: 5/1/2023 11 :08:59 AM
Viewed: 5/8/2023 8:30:54 AM
Signed : 5/8/2023 8:31 :40 AM
Sent: 5/1/2023 11 :08:52 AM
Viewed : 5/1/2023 1 :21 :38 PM
Signed : 5/22/2023 12:39:39 PM
Sent: 5/1/2023 11 :09:03 AM
Viewed: 5/1/2023 11:35:37 AM
Signed: 5/1/2023 11 :35:53 AM
Sent: 5/1/2023 11 :08:51 AM
Viewed : 5/1/2023 3:19:26 PM
Signed: 5/1-/2023 3:21 :21 PM
Signer Events
Pamela Wu
pamelaw@cupertino .org
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Accepted: 5/2/2023 8:37:35 AM
ID: 1 c99465f-8f73-49c8-9b49-c01366e90343
Peter Pirnejad
[email protected] .gov
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Accepted : 5/1/2023 1 :20:03 PM
ID: 8a6c1047-d9f6-4897-b1 c2-4d6b8f05017b
Rebecca Moon
rmoon@sunnyvale .ca.gov
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Accepted: 5/1/2023 11:12:13 AM
ID: 397f2456-e21 a-4906-98b9-783350938b41
Rob Hilton
[email protected]
President
Security Level: Email, Account .Authentication
(None)
Electronic Record and Signature Disclosure:

Accepted : 5/1/2023 11 :09:58 AM
ID: 8f58b590-31f7-4c05-b2de-a 151 a 1 OOfOad
Steve Mattas
stevem@meyersnave .com
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Accepted : 5/5/2023 9:27:32 AM
I_D: 1206ba84-549d-4 f5a-ac2d-a9 c8ab5 f27bd
Willie Nguyen
willie.nguyen@cco .sccgov .org
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Signature
/nDocuSlgned by:
~:,~ .. ~~.

Signature Adoption : Pre-selected Style
Using IP Address: 64.165.34 .3
Signature Adoption : Pre-selected Style
Using IP Address : 50.239.26.174
Signature Adoption : Pre-selected Style
Using IP Address: 98.37.126.2 12
Signature Adoption: Pre-selected Style
Using IP Address: 24.6.115 .57
Signature Adoption : Pre-selected Style
Using IP Address : 174.197 .76.94
Signature Adoption : Pre-selected Style
Using IP Address : 146.74.60 .99
Timestamp
Sent: 5/1/2023 11 :08:40 AM
Viewed: 5/2/2023 8:37:35 AM
Signed : 5/2/2023 8:37:53 AM
Sent: 5/1/2023 11 :08:54 AM
Resent: 5/1/2023 11 :48:47 AM
Viewed : 5/1/2023 1 :20:03 PM
Signed: 5/1/2023 1 :21 :01 PM
Sent: 5/1/2023 11 :09:00 AM
Viewed: 5/1/2023 11 :12:14 AM
Signed : 5/1/202311 :17:31 AM
Sent: 5/1/2023 11 :08:58 AM
Viewed: 5/1/2023 11 :09:58 AM
Signed : 5/1/2023 11:10:41 AM
Sent: 5/1/2023 11 :08:51 AM
Viewed: 5/5/2023 9:27:32 AM
Signed : 5/19/2023 9:51:08AM
Sent: 5/1/2023 11 :08:57 AM
Viewed : 5/1/2023 11 :10:42 AM
Signed : 5/1/2023 11: 15:46 AM
Signer Events
Accepted: 5/1/2023 11:10:41 AM
ID: a500d 164-6f76-4e97-a568-7cded4a68632
.In Person SlgnEir Events
Editor Delivery Events
Agent Delivery Events
Intermediary Delivery E.vents
Certified Delivery Ev~nts
Carbon Copy Events
Brad Eggleston
brad.eggleston@cityofpaloalto .org
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Casey Leedom
cleedom@losaltosca .gov
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Chuck Muir
chuck .muir@cityofpaloalto .org
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
ClifChew
clifton .chew@cep .sccgov .org
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Cynthia lwanaga
cynthia .iwanaga@morganhill .ca.gov
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Accepted : 5/1/2023 9:24:00 AM
ID: 66b4f104-4cd0-4412-aff0-d3ab5542acf7
Dave Staub
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Hailey Gordon
[email protected]
Security Level: Email, Account Authentication
(None)
Signature
Signature
Status
Status
Status
Status
Status
COPIED
COPIED
COPUED

COPIIED
COPIED
COPIED
COPIED
Timestamp
Timestamp
Timestamp
Timestamp
Timestamp
Timestamp
Timestamp
Sent: 5/1/2023 12:41 :43 PM
Sent: 5/1/2023 11 :08:46 AM
Sent: 5/1/2023 11 :08:47 AM
Resent: 5/1/2023 12:41:42 PM
Sent: 5/1/2023 11 :09:02 AM
Viewed : 5/1/2023 11 :09:52 AM
Sent: 5/2/2023 7:49:20 AM
Viewed: 5/2/2023 8:25:53 AM
Sent: 5/1/2023 11 :09:01 AM
Viewed: 5/22/2023 1 :00:43 PM
Sent: 5/1/2023 11 :08:59 AM
Carbon Copy Events
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Hemali Mikhael
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Nol Offered via DocuSign
Ivan Carmona-Torres
ivan .carmonatorres@morganhill .ca .gov
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Jennifer Cutter
jennifer .cutter@mountainview .gov
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Kim Mancera
[email protected]
Municipal Services Assistant
City of Morgan Hill
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure :

Not Offered via DocuSign
Laura Lo
laura .lo@mountainview .gov
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Michele Young
[email protected] .org
Security Level: Email, Account Authentication
(None), Login with SSO
Electronic Record and Signature Disclosure :

Not Offered via DocuSign
Myvan Khuu-Seeman
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Paula Borges
paula.borges@cityofpaloalto .org
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Status
COPIED

COPIIEID
COPIED
COl?IIED
COPllEIO
COPIED
COPIED
Timestamp
Sent: 5/1/2023 11 :08:46 AM
Sent : 5/1/2023 11 :08:58 AM
Viewed : 5/1/2023 11:12:26 AM
Sent: 5/1/2023 11 :08:52 AM
Viewed: 5/1/2023 11:28:24 AM
Sent: 5/1/2023 11 :08:56 AM
Sent: 5/1/2023 11 :08:47 AM
Sent: 5/1/2023 11 :08:57 AM
Viewed: 5/1/2023 3:57:39 PM
Sent: 5/1/2023 11 :08:54 AM
Viewed: 5/22/202312 :41 :10 PM
Sent: 5/1/2023 11 :08:55 AM
Carbon Copy Events
Sarina Revillar
[email protected] .gov
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Shikha Gupta
sgupta@sunnyvale .ca.gov
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Tania Katbi
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure :

Not Offered via DocuSign
Tanya Carothers
tanya.carothers@moerganhill .ca.gov
Security Level: Email, Account Authent ication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Ursula Syrova
ursulas@cupertino .org
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
WVSWMA
wvswma@hfh -consultants .com
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Witn:ess -Events I ~ __ ·_. ·. ·.'.· - •.:.·:..__ ___ . 'N~tir{Evint; -,. -· . •·.:. ,. -·-- ·'.;_ .... ·_.__:_ . .' :Enyelop¢ ·Stimmary Events
\.._ .. _, -· ;,.,_'·--=-- '·._ :...,.._:,_._. - ·- - - .... - --·- -- . -· -· .• Envelope Sent
Envelope Updated
Envelope Updated
Envelope Updated
Envelope Updated
Envelope Updated
Envelope Updated
Envelope Updated
Envelope Updated
Certified Delivered
Signing Complete
Completed
Status
COPlUE[)
COPIED
COP!!EID

COIPXIEIO
COPJIIE[O
· Si~ra.tufe
Sigfiatur_e ·
-:.••'.-
· Status
Hashed/Encrypted
Security Checked
Security Checked
Security Checked
Security Checked
Security Checked
Security Checked
Security Checked
Security Checked
Security Checked
Security Checked
Security Checked
Timestamp
Sent: 5/1/2023 11 :08:48 AM
Sent: 5/1/2023 11 :09:02 AM
Viewed : 5/1/2023 11:10:34 AM
Sent: 5/1/2023 11 :08:44 AM
Viewed : 5/22/2023 12:41 :18 PM
Sent: 5/1/2023 11 :08:45 AM
Sent: 5/1/2023 11:08:41 AM
Viewed: 5/22/2023 12:41 :39 PM
Sent: 5/1/2023 11 :08:55 AM
. _ T1m_estan,p ·
r-i~e~t~~~ ✓ · -
Ti_me~tamps .
5/1/2023 11 :09:05 AM
5/1/2023 11 :48:46 AM
5/1/2023 11 :55:45 AM
5/1/2023 11 :55:45 AM
5/1/2023 12:41 :42 PM
5/1/2023 12:41:42 PM
5/2/2023 7:49:20 AM
5/3/2023 1 :48:51 PM
5/3/2023 1 :48:51 PM
5/1/202311 :10:42AM
5/1/2023 11:15:46 AM
5/22/2023 12:39:39 PM
Payment Events Status Timestamps
.Electronic Record and Signature Disclosure
Electronic Record and Signature Disclosure created on: 5/29/2020 4:52:24 PM Parties agreed to: Andy Faber, Ashwini Kantak, Caio Arellano, Christina Turner, Christopher D. Jenson, Dawn S Cameron, Derek Rampone, Diana Fazely, Donald La

ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Morgan Hill (we, us or Company) may be required by law to provide to you certain written notices or disclosures . Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system.

Please read the information below carefully and thoroughly, and if you can access this infmmation electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to 'I agree to use electronic records and signatures' before clicking 'CONTINUE' within the DocuSign system.

Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below.

Withdrawing your col)sent
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If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below.

Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper fom1at, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us.

All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us.

How to contact City of Morgan Hill:

You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain infonnation from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows:

To contact us by email send messages to: [email protected] To advise City of Morgan Hill of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at michelle [email protected] and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address.

If you created a DocuSign account, you may update it with your new email address through your account preferences .

To request paper copies from City of Morgan Hill
To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email
to [email protected] and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any.

To withdraw your consent with City of Morgan Hill
To inform us that you no longer wish to receive future notices and disclosures in electronic fo1mat you may:
i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to michelle [email protected] and in the body of such request you must state your email , full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process ..

Required hardware and software
The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign .com/guides/signer-guide­ signing-system-reguirements.

Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confinn that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic fo1mat as described herein, then select the check-box next to 'I agree to use electronic records and signatures' before clicking 'CONTINUE' within the DocuSign system.

By selecting the check-box next to 'I agree to use electronic records and signatures', you confom that:
o You can access and read this Electronic Record and Signature Disclosure; and o You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and
o Until or unless you notify City of Morgan Hill as. described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by City of Morgan Hill during the course of your relationship with City of Morgan Hill.