Agmt 13 2ndAmendedandRestated JPA Agreement JPA County of San Mateo SBWMA

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jurisdiction to those Facilities specified by the SBWMA, except as provided in Sections 2.08 and 2.09 of the Uniform Franchise Agreement, Exhibit D hereto, for a period of time necessary to repay any revenue bonds issued by the SBWMA. c. The authority to set rates sufficient to provide for the financing and operation of the SBWMA Facilities. d. The authority, by law, to amend this Joint Powers Agreement (JPA). 6.2 Founding Members. The Founding Members of the SBWMA joined on the formation of the SBWMA on December 9, 1999 and are listed as such in Exhibit A and B hereto. 6.3 Membership. A Member shall, on joining the SBWMA, elect whether to be an Equity Member or a Non-Equity Member. a. An Equity Member shall have all of the rights and liabilities of a Member of the SBWMA and shall pay the equity equalizing fees and payments imposed as a condition of membership. Only an Equity Member shall have the right to vote on any matter before the Board and on any matter to be voted on by a Member except as provided in Section 6.3(b). b. A Non-Equity Member shall not be required to pay an equity equalizing payment, and shall not have the rights and liabilities of Equity Members, particularly under Section 15 Withdrawal and Section 16 Termination of the JPA. The Non-Equity Member shall, however, direct its flow of Solid Waste, Recyclable Material, and Plant Material to the Facilities subject to the exception in Exhibit D hereto, and comply with the terms of the JPA with respect to the flow of Solid Waste, Recyclable Material, and Plant Material. The Non-Equity Member shall be entitled to participate in Board Meetings and activities, and receive all notices and information. However; it shall not be entitled to vote on any matter before the Board, or on any other matter unless the right to vote is expressly provided for in Section 6.3(d). c. Exhibit A hereto shall designate Equity Members and Exhibit B shall designate Non-Equity Members. d. Equity Members and Non-Equity Members shall, during the term of this Agreement, equally have the right to direct the flow of Solid Waste, Recyclable Material, and Plant Material to the Facilities. With respect to the Uniform Franchise Agreement all Equity and Non-Equity Members shall have the right to participate in Board deliberations and negotiations and to vote on all matters, including rates, that are contained therein. ARTICLE 7. POWERS 7.1 SBWMA Powers. The SBWMA is authorized, but is in no way required, to act in its own name on any or all of the following matters, as each Member could act separately, and as it deems in the best interest of its Members, to the extent permitted by any and all applicable laws, codes, ordinances, resolutions and regulations: a. Acquire, construct, finance, refinance, operate, regulate, and maintain Facilities. b. Acquire, improve, hold, lease, and dispose of real and personal property of all types.