MEETING NOTICE RAMSEY/WASHINGTON RECYCLING AND ENERGY … · MEETING NOTICE RAMSEY/WASHINGTON RECYCLING AND ENERGY BOARD ... Joe Wozniak, Ramsey County; Mary Elizabeth ... RAMSEY/WASHINGTON

RWREB Agenda Page 1 of 2

MEETING NOTICE RAMSEY/WASHINGTON RECYCLING AND ENERGY BOARD

Date: October 22, 2015 Time: 9:00 a.m. to 12:00 p.m. Place: Minnesota Counties Intergovernmental Trust | 100 Empire Drive | Room # 307 | St. Paul, MN 55103 AGENDA:

I. Call to Order and Introductions

II. Approval of Agenda Action

III. Approval of RRP Minutes – August 27, 2015 Action

IV. Governance

a. Approval of Bylaws Action

b. Election of Secretary/Treasurer Action

c. Committee Responsibilities Action

d. Ex Officio Members: City of Newport, MPCA Action

V. Status Report: Conditions Precedent to Closing Information

VI. Management and Administration

a. Financial Issues

i. 2015 Budget Status Report Information

ii. 2016 – 2017 R&E Board Budget Action

b. Administrative Agreements

i. Fiscal Agent Agreement Action

ii. Human Resources Agreement Action

1

RWREB Agenda Page 2 of 2

Management and Administration (Continued)

c. Facility Operational Agreements

i. Transition Facility Operator Action

ii. Waste Delivery Action

iii. Transfer Station Action

iv. Landfill Action

d. Human Resources

i. Facility Manager Position Description Action

VII. Joint Activities

a. BizRecycling update Information

VIII. Other

Board and Committee Meeting Schedule remainder of 2015:

Executive Committee: November 19, 2015, 10:00 a.m. to 12:00 p.m.

Recycling and Energy Board: December 3, 2015 at 9:00 a.m. to 12:00 p.m. | Maplewood Public

Library | 3025 Southlawn Drive | Maplewood, MN 55109

2

Ramsey/Washington County Resource Recovery Project Board

August 27, 2015

Minutes

A meeting of the Ramsey/Washington County Resource Recovery Project was held at 9:00 a.m., August

27, 2015, at Ramsey County – Plato Building in St. Paul, Minnesota.

Chair Fran Miron called the meeting to order.

Members Present

Commissioners Blake Huffman, Mary Jo McGuire, Victoria Reinhardt, Rafael Ortega – Ramsey County.

Commissioners Ted Bearth, Karla Bigham, Gary Kriesel, Fran Miron, Lisa Weik ‐ Washington County.

Members Absent

Commissioner Janice Rettman – Ramsey County.

Also Present

Zack Hansen, Ramsey County; Judy Hunter, Washington County; Kate Bartelt, Ramsey County; Joel Andersen, Ramsey County; Jennefer Klennert, Foth; Warren Shuros, Foth; Kevin Johnson, Stoel Rives; Mark Hanson, Stoel Rives; Sue Kuss, Ramsey County; Ryan Tritz, RRT; Chris Gondeck, RRT; Mark Williamson, Gray Plant Moody; John Marshall, Xcel Energy; Sarah Phillips, Stoel Rives, Danielle Lesmeister, Washington County; Sara Bergman, Stoel Rives; Ryan Howell, RRT; Sandy Kogen, RRT; Doug Germaine, RRT; Dan Slott, RRT; Mark Wickoren, RRT; Lee Mehrkens, Ramsey County; Brad Bulger, RRT; Rick Hernandez, RRT; David Domack, Tennis Sanitation & Recycling; Willie Tennis, Tennis Sanitation & Recycling; Molly O’Rourk, Washington County; Tabatha Hansen, Washington County; Nancy E. Cohen, Ramsey Co, Neighbors Against the Burners; Chris Rooney; Peder Lamar; Mike Hagen, Ramsey County; Roel Ronken; Mike Hoppe; Bob Herman; John Berns, Representing Republic Services; Julie Ketchum, Waste Management; Lowell Johnson, Washington County; George Kuprian, Washington County; Harry McPeak, Ramsey County; Leo Cashman; Alan Muller; Joe Wozniak, Ramsey County; Mary Elizabeth Berglund, Ramsey County; Nikki Stewart, Washington County; Peder Sandhei, MPCA; Mark Voerding; Ryan O’Gara, SKB Environmental; Bob Gagne, Exponent; Jason Voit, LJP Enterprises

Introductions were made.

Approval of Agenda

Commissioner Reinhardt moved, seconded by Commissioner Bearth, to approve the agenda.

Roll Call: Ayes – 8 Nays‐0 Motion Carried.

Approval of Minutes – May 28, 2015

Commissioner Bigham moved, seconded by Commissioner Huffman, to approve the minutes.

Roll Call: Ayes – 8 Nays‐0 Motion Carried.

3

2

Business

A. Project Management

1. 2015 YTD Report on Budget Activity

Ms. Sue Kuss, Ramsey County Finance, reported to the Project Board regarding the 2015 budget activity.

Ms. Kuss noted that the Office of the ‐State Auditor did issue an unqualified opinion on the annual audit.

There were no questions.

B. Policy Evaluation

Mr. Zack Hansen, Ramsey County staff, noted the Project Board’s three‐year policy evaluation process

has looked at technologies, costs, regulation, environmental impact, and ownership issues. The Project

Board took action in May 2015 and indicated a strong interest in acquiring the Newport facility to move

ahead with the vision. A lot of work has gone into that to get to this point today with a primary focus

being on the transaction to acquire the facility. The context for the discussion today is the vision around

waste resources.

1. Asset Purchase Agreement

Mr. Kevin Johnson, Stoel Rives, noted that the resolution adopted by the Project Board on May 28

recommended staff take action including due diligence and purchase agreement. The purchase price

arrived at as part of the arbitration process is the sum of the arbitrated amount of $26.4M as well as

Resource Recovery Technologies (RRT) depreciated capital costs incurred over the three years of the

agreement. The purchase price that has been negotiated is $24.4M total. The assets are the facilities,

buildings, real property, equipment, rolling stock, spare parts inventories, permits, licenses to operate,

and certain contracts that extend beyond the end of year, as outlined in the Purchase Agreement. While

it is an asset purchase agreement, the counties, through the joint powers board, would be stepping into

an ongoing business with a lot of moving parts.

Mr. Mark Hanson, Stoel Rives, stated that the balance of the purchase agreement is somewhat

standard, with representations and warranties. The seller is representing they have authority to sell the

assets, with good title to the assets. The seller also represents that there is no litigation and the facility is

in compliance with laws including environmental compliance. Mr. Hanson outlined specific limitations

and representations in the purchase agreement. Mr. Hanson reviewed the conditions precedent to

closing. These include:

1. Verification of Processing Capacity

2. Confirmation of Waste Delivery

3. Xcel Fuel Supply Agreement

4. Third Party Transition Facility Operator

5. Seller’s Union Agreement

6. Transfer of Real Property Rights

4

Chair Miron called for questions or comments.

Commissioner Bigham noted the agreement has language for union employees, but asked about those

not in the collective bargaining unit. Ms. Judy Hunter noted that those not in the collective bargaining

unit will be addressed in the transition agreement that we have yet to develop with an entity that will

manage the employees. Commissioner Bigham responded that the employee’s institutional knowledge

will be key to making this successful.

Commissioner Bigham asked if there is any known Minnesota Pollution Control Agency (MPCA) or

Environmental Protection Agency (EPA) or Occupational Safety and Health Administration (OSHA)

complaints pending as of today. Mr. Hanson stated that none have been disclosed to us.

Commissioner Kriesel asked about the condition of equipment and what is the cost going forward of

putting things back in repair or replacement? Mr. Zack Hansen directed the Commissioners to the

handout “Capital Expenditures (“CapEx)”‐August 26, 2015 He noted that at the May 28th meeting the

initial estimate for CapEx was $6.6 million. Since then, as part of the due diligence process, Foth has

looked at operating equipment and has stated that it is in good repair. This document explains capital

costs identified during due diligence, including trailer replacement, which could cost up to $3.9M and

improvements to the bulky waste load out system, with a cost up to $1.635M. Foth says it might be in

the Board’s interest to lease trailers instead of buying. For bulky waste load out, it can function as is but

with improvements could function better. Staff recommend that as we proceed through due diligence,

we would evaluate the best way to proceed on these decisions and if there is a need for capital

expenditures the joint powers agreement has a mechanism for counties to provide funding.

Commissioner Kriesel stated he understands that capital cost might range depending on needs. He

questioned if the purchase agreement could be null and void if we find unanticipated costs? Mr. Hanson

stated that the equipment state is a condition precedent to closing.

Commissioner Kriesel stated he has great respect for RRT and their employees. He questioned the labor

agreements that exist now and whether we inherit labor agreements? Mr. Hanson noted that there is

an existing union (IBEW) labor agreement with RRT. There are certain provisions of state law that make

it impossible for the Project Board to assume that contract. He noted one example, the current union

contract is a ten year contract and counties by state law cannot have union agreements longer than

three years. Commissioner Kriesel asked then would the labor agreement be a binding agreement that

we would pick up or could be renegotiated? Mark noted a condition precedent is that RRT and IBEW

need to amend the labor agreement so that the union employees can be legally hired by a third party

contractor, or the Board. Mr. Hanson replied that the transition operator would hire those employees

for a few years. At the end of that period, the employees would become Recycling and Energy Board

employees under a union agreement that meets the needs of the counties. George Kuprian summarized

by stating that the labor agreement will need to be re‐negotiated in order for the counties to close on

the Purchase Agreement as RRT and the union are the signatories to the contract.

5

Several clarifying questions were asked of Mr. Hanson and Mr. Johnson. Commissioner Reinhardt stated

that if any one of these conditions is not met to our satisfaction, then we don’t close on the Purchase

Agreement.

Commissioner Kriesel stated he was not going to support a plan where other metropolitan counties are

not held to the standard as Ramsey and Washington Counties. And he doesn’t see a strong enough focus

working with the MPCA to put recycling on an accelerated pace. Commissioner Kriesel raised a concern

about the solid waste sales tax and how much of that tax goes into the State’s General fund and is not

spent on solid waste activities.

Commissioner Reinhardt noted that she agreed with the use of solid waste sales tax and that we need to

work very hard to get the money collected for solid waste activities to be used for solid waste activities.

She further noted that the regional efforts are making progress on this goal. She stated that achieving

the 75% recycling goal is the reason for her to say we need to buy the facility, have control of the waste

stream, and invest in recycling technologies to reach 75%. The alternative is status quo.

Commissioner Reinhardt moved, seconded by Commissioner Bigham to recommend adoption of the

asset purchase agreement resolution.

Commissioner Kriesel further noted that he wishes MPCA were at the table as this is a regional issue. He

questioned if we had heard a response from the MPCA regarding the letter approved at the May 28,

2015 meeting. Commissioner Miron noted that to his knowledge we haven’t had a response but that he

did appreciate Commissioner Kriesel’s efforts in raising the issues so that the Project Board could

address the needs. Commissioner Miron further noted that waste designation is extremely important to

this board. Stating that the question is do we wait for those equity issues to be addressed, wait for

SCORE funding to be appropriately allocated, or do we take leadership and move forward recognizing

that with waste designation gives us the ability to set our own path and others to follow.

Commissioner Bigham noted that when RRT announced their intent to sell, she changed her mind on the

decision to acquire. She stressed that the facility is not an incinerator nor is it a hazardous waste

incinerator. The facility sorts and shreds waste after recycling. And if we don’t continue producing

refuse derived fuel (RDF), the waste will go to landfills. It’s not environmentally sustainable and it’s not a

best practice to use landfills. She stated that the counties can’t permit additional landfills and we want

to be in compliance with state laws. If we approve the purchase, it will help us get to the 75%.

Commissioner Bigham discussed the impact of closure on current employees, haulers and property

taxes.

Commissioner Huffman noted that right now we are subsidizing the haulers to bring material and

supporting this acquisition sets the table where we can reduce or potentially eliminate that CEC charge.

Commissioner Bearth stated his initial reaction was to sign another agreement for five years. But if we

don’t buy it, who will? He noted he does not support landfilling as a sustainable solution.

Commissioner McGuire noted that her goal is to get to 75% recycling rate and she thinks that buying the

facility gives us the control. She further stated that she wants to examine all the new technology and to

make this location the opportunity to showcase waste processing.

6

Commissioner Ortega stated that he has been a supporter of our vision from day one but thinks we

could have negotiated a better price. Chair Miron noted that there were a number of commissioners

that continue to be disappointed in the price.

Commissioner Kriesel asked some clarifying questions regarding the waste designation process, and

whether it is possible to use contracts and not “pull the trigger” on designation. Commissioner Miron

noted that he had received emails indicating waste designation would allow haulers to remain in

business, compete, and be successful. He further said part of our job is analyzing that information, and

to some extent, identifying the risks and outcomes of the decisions we make. We need to be

accountable to ourselves and the people we represent. The diversity of thinking brought forward at this

board is good.

Commissioner Miron read the motion: Staff recommend that the Project Board recommend that the

County Boards approve the Asset Purchase Agreement, and authorize the Chair of the renamed Board to

execute the Asset Purchase Agreement upon approval by the County Boards of the Asset Purchase

Agreement and the amendments to the Joint Powers Agreement between the Counties, as described in

the below Resolution.

Chair Miron asked for roll call vote on the Asset Purchase Agreement resolution:

Whereas, Ramsey and Washington Counties (the “Counties”) have committed to continue to protect

and ensure the public health, safety, welfare and environment of each County’s residents and

businesses through sound management of solid and hazardous waste generated in each County; and

Whereas, it is the stated policy of the State of Minnesota, under the Waste Management Act, to manage

solid waste in an environmentally sound manner; and

Whereas, Ramsey and Washington Counties have in place County Solid Waste Management Master

Plans (“Master Plans”) approved by the Commissioner of the Minnesota Pollution Control Agency; and

Whereas, the Master Plans clearly state the policy goal of maintaining and improving an integrated

system of solid waste management that supports Minnesota’s hierarchy of solid waste management,

with an emphasis on waste reduction, reuse, recycling and composting before the remaining solid waste

is managed through resource recovery; and

Whereas, the Master Plans also include policies that affirm the processing of waste, for the purpose of

recovering energy and recyclables, and other beneficially usable materials, as the preferred method to

manage solid waste that is not reduced, reused or recycled; and

Whereas, since 1982 Ramsey and Washington Counties have implemented a joint program for

researching, developing, and implementing the “Ramsey/Washington County Resource Recovery

Project” (the “Project”), formerly called the “Ramsey/Washington Waste‐to‐Energy Project,” which has

included reliance on the waste processing facility in Newport, MN (“Facility”) to recover resources from

solid waste generated in the Counties; and

Whereas, the Counties have entered into a Joint Powers Agreement for the Resource Recovery Project,

dated December 2006; and

7

Whereas, the Counties have strongly supported waste reduction, reuse, recycling and composting in the

past, and will continue to do so in the future, with the aim of achieving at least a 75 percent recycling

goal by 2030; and

Whereas, in 2012 the Counties determined that a merchant approach to waste processing was not

possible in the East Metro area, and, pursuant to the Master Plans, the Counties, through the Project,

began to explore options to assure the continuation of waste processing, including consideration of

public ownership; and

Whereas, during the period of 2013 – 2015 the Project Board has extensively analyzed and evaluated

waste generation and management data, various waste management and conversion technologies,

financial information, policy options and information gathered through an extensive public information

and comment program (the “Analysis and Evaluation”), and has established a vision for future waste

management in the East Metro area, which, for processing of waste, includes using the existing resource

recovery facility in Newport as a foundation for future efforts to enable greater and improved recycling

and recovery of resources from waste (the “Resource Recovery Vision”); and

Whereas, the Analysis and Evaluation and the Resource Recovery Vision show clear economic and

environmental protection benefits to the East Metro area; and

Whereas, the Processing Agreement with RRT for provision of processing services at the Facility expires

on December 31, 2015, and Article 9 of the Processing Agreement provides that the Counties have an

exclusive option to purchase the Facility that can be exercised during calendar year 2015; and

Whereas, as a result of the Analysis and Evaluation, the Project recognizes clear environmental, financial

and policy benefits to public ownership and operation of the Facility in accomplishing the Resource

Recovery Vision.

Whereas, the Project Board, on May 28, 2015 (Resolution 2015‐RR‐02) indicated strong interest in

recommending that the Counties purchase the Facility and directed staff to negotiate a Purchase

Agreement establishing the terms of the transfer of ownership and operation of the Facility from RRT to

the Ramsey/Washington County joint powers board; and

Whereas, an Asset Purchase Agreement has been negotiated with RRT, and is presented for

consideration by the Project Board.

Whereas, the Project Board is recommending that the Counties act to approve the amendments to the

Joint Powers Agreement that would change the name of the Project Board to the Ramsey/Washington

Recycling and Energy Board and provide authority to the renamed Board to acquire the Facility. Now,

Therefore, be it

Resolved, the Ramsey/Washington County Resource Recovery Project Board hereby recommends that

the Ramsey and Washington County Boards approve the Asset Purchase Agreement between the

Ramsey/Washington County Recycling and Energy Board and Resource Recovery Technologies, at a

purchase price of $24,400,000.00. Be it further

Resolved, the Ramsey/Washington Resource Recovery Project Board herby authorizes its Chair to

execute the Asset Purchase Agreement under the Project Board’s new name (Ramsey/Washington

Recycling and Energy Board) upon approval by the County Boards of the Asset Purchase Agreement and

Joint Powers Agreement amendments.

8

Roll Call: Ayes – 7 (Bearth, Bigham, Huffman, McGuire, Miron, Ortega, Reinhardt)

No – 1 (Kriesel)

Motion Carried.

2. Amended and Restated Joint Powers Agreement

Mr. Hansen noted that the action before the Project Board is to recommend action to the County

Boards on September 22, 2015 for the amended and restated Joint Powers Agreement (JPA). This is not

creating a new entity but it is the same entity. There is a proposed name change to the

Ramsey/Washington Recycling and Energy Board (Board). Mr. Hansen outlined the key provisions of the

JPA. He noted that the bylaws, would be considered by the Board at its first meeting on October 22,

2015. Mr. Hansen outlined proposed changes in the revised copy of the JPA handed out at the meeting

addressing two‐thirds (2/3) majority vote for initial bylaws adoption and issuance of debt. Questions

were answered regarding the redlined changes.

Commissioner Bigham raised a concern regarding protecting the City of Newport property taxes, and

asked if the payment in lieu of taxes would be in the bylaws. Mr. Hansen responded yes.

Mr. Hansen noted that in the scope and authority of the Board it is authorized to own and operate the

facility, hire employees, and conduct joint activities such as BizRecycling. Mr. Hansen outlined the roles

of the joint leadership team. The joint activities budget would be funded by the two counties and go

back to the counties for ratification.

Commissioner Kriesel asked if the JPA needed to be voted upon today. Mr. Hansen stated yes.

Commissioner Kriesel asked questions regarding the County Environmental Charge (CEC) and its role in

the JPA. Mr. Hansen responded to those questions.

Commissioners discussed if any changes needed to be made to the agreement prior to individual county

board meetings, need to be agreed to and acted upon by both counties on September 22, 2015.

Commissioner Reinhardt moved, seconded by Commissioner Bigham, to recommend approval of the

amended and restated joint powers agreement resolution. Chair Miron asked for a roll call vote on the

following resolution:

The Resource Recovery Project Board is requested to recommend that the Ramsey and Washington

County Boards of Commissioners approve and authorize execution of the Amended and Restated

Ramsey/Washington County Recycling and Energy Board Joint Powers Agreement.












9













goal by 2030; and















on December 31, 2015, and Article 9 of the Processing Agreement provides that the Counties have an

exclusive option to purchase the Facility that can be exercised during calendar year 2015; and



Recovery Vision.

Whereas, The Project Board, on May 28, 2015 (Resolution 2015‐RR‐02) indicated strong interest in

recommending that the Counties purchase the Facility and directed staff to prepare amendments to the

existing Joint Powers Agreement; and

Whereas, The Project Board has approved and recommended that the County Boards approve an Asset

Purchase Agreement between Resource Recovery Technologies, LLC and Ramsey and Washington

Counties; and

Whereas, the Counties desire to amend the existing Joint Powers Agreement to create a structure for joint ownership and operation of the Facility by the Joint Powers Board and to define the rights, obligations,

10

and responsibilities of each County with respect to the Board and Facility, and to accomplish the Vision Statement adopted by the Project in 2013, which calls for significant advancements in waste reduction, recycling, organics management, and recovery of resources from Waste, promoting economic development through enhanced resource recovery, and accomplishing the goals established in the Metropolitan Solid Waste Policy Plan, the Regional Solid Waste Plan and the County Master Plans, all as amended from time to time, along with other join waste management activities, as agreed to by the Board. Now, Therefore, Be It

Resolved, The Ramsey/Washington County Resource Recovery Project Board hereby recommends that

the Ramsey and Washington County Boards of Commissioners approve and authorize execution of the

Amended and Restated Ramsey/Washington County Recycling and Energy Board Joint Powers

Agreement.


No – 1 (Kriesel)

Motion Carried.

3. Financing Terms and Conditions

Mr. Barry Fick, Springsted, noted that a review of all the financing options that are available has been

completed with three goals in mind: (1) to get the lowest overall cost, (2) ensure maximum flexibility,

and (3) make sure any financing plan does not conflict with counties. We have put together a plan for a

mechanism for each county. General obligation bonds provide the lowest overall cost. The facility will be

operated within an enterprise fund and is designed to be self‐funded to pay for the project. Washington

County would like to fund its share with solid waste fund balance and Ramsey County is looking at debt

through general obligation bonds repaid over 25 years. The bonds would be sold only after the facility is

acquired. The share of contribution is Washington County (27%) $6,590,000 Ramsey County (73%)

$17,810,000.

Commissioner Kriesel asked if there any concern about how this affects counties’ bond ratings. Mr. Fick

responded that there would be no effect on the ratings for either county.

Commissioner Bigham moved, seconded by Commissioner Huffman, to approve the Finance Terms and

Conditions resolution. Chair Miron asked for roll call vote on the resolution:












11











goal by 2030; and





Whereas, during the period of 2013 – 2015 the Project has extensively analyzed and evaluated waste

generation and management data, various waste management and conversion technologies, financial

information, policy options and information gathered through an extensive public information and

outreach program (the “Analysis and Evaluation”), and has established a vision for future waste

management in the East Metro area, which, for processing of waste, includes using the Facility as a

foundation for future efforts to enable greater and improved recycling and recovery of resources from

waste (the “Resource Recovery Vision”); and




December 31, 2015, and Article 9 of the Processing Agreement provides that the Counties have an

exclusive option to purchase the Facility during calendar year 2015; and



Recovery Vision.


recommending that the Counties purchase the Facility, and directed staff to prepare the necessary

documents and process for a financing structure for purchase of the Facility; and



Counties; and

Whereas, the Project Board has approved and recommended that the County Boards approve the

Amended and Restated Joint Powers Agreement for resource recovery. Now, Therefore, Be It

Resolved, The Ramsey/Washington County Resource Recovery Project Board hereby approves and

recommends that the County Boards approve and implement a financing structure for the acquisition

12

and betterment of the Facility located at 100 Red Rock Road in Newport, MN, said financing structure to

include the following:

Each County shall loan a proportionate share to the Joint Powers Board sufficient to cover its

share of total financing for the acquisition and betterment of the Facility, according to of the

following percentages: Ramsey County – 73%, Washington County – 27% (the “County Facility

Loans”).

Each County shall decide the manner that it will fund its respective County Facility Loan, which

may include but not be limited to the use of existing cash reserves, the issuance of bonds and

the use of bond sale proceeds, or a combination thereof. While not binding, it is

recommended that:

o Ramsey County issue General Obligation Solid Waste Facility Revenue Bonds (the

“Facility Bonds”) to fund its proportionate share of the acquisition cost of the Facility.

o If the acquisition of the Facility occurs and be completed before the Facility Bonds are

issued, Ramsey County may advance funds in the form of an account due/payable to

the Project to be used to fund its portion of the loan to the Joint Powers Board to pay

RRT and acquire the facility at the time of acquisition. Ramsey County would

reimburse itself from bond proceeds upon issuance of the Facility Bonds.

o Washington County use solid waste cash reserves to fund its proportionate share of

the acquisition cost of the Facility.

The Joint Powers Board shall be obligated to and is hereby authorized to enter into one or

more loan agreements pursuant to which it will agree to repay the County Facility Loans from

Facility revenues, CEC funds and other available revenues on terms and conditions that match,

or are otherwise consistent with, any terms and conditions of any bonds that either County

may elect to issue to fund its County Facility Loan.


No – 1 (Kriesel)

Motion Carried.

4. Waste Designation Ms. Hunter noted that the first step in enacting waste designation is to seek the approval of a

designation plan reviewed by MPCA. Before the MPCA may approve a designation plan, the counties

seeking to implement designation must have an approved and consistent Solid Waste Master Plan. Both

Ramsey and Washington Counties need to amend its master plans. The overall designation process

could take up to two years and a lot of steps involved.

Commissioner Reinhardt moved, seconded by Commissioner McGuire, to approve the waste designation

resolution. Commissioner Kriesel asked questions about voluntary hauling to the RDF plant. Ms. Hunter

responded that there is a step within designation to negotiate hauler agreements. Mr. Hansen noted

that the proposed approach is that the counties would put in place a waste designation ordinance as a

backstop but the contracts with haulers are there as a preferred methods to ensure waste delivery.

Commissioners Kriesel and Bigham asked questions about tipping fees and the hauler rebate. Ms.

Hunter and Mr. Hansen noted that with designation the intent would be for tipping fees to cover the

cost of the facility with, ultimately, no need for rebates. Chair Miron asked for a roll call vote on the

following resolution:

13
























goal by 2030; and














Recovery Vision.

14






Counties; and

Whereas, Minn. Stat. § 473.803 sets forth the requirements for metropolitan County Master Plans and includes specific elements for counties proposing designation to a resource recovery facility and Minn. Stats. §115A.80 ‐ §115A.893 sets forth the requirements for implementing waste designation in Minnesota including the initial step of submitting a designation plan. Now, Therefore, Be It Resolved, the Ramsey/Washington County Resource Recovery Project Board hereby recommends that the Counties amend their respective County Master Plans to address the statutory elements required for counties to enact designation, and that Counties jointly develop a Waste Designation Plan and submit to the MPCA for approval. Be it Further Resolved, that the implementation of any Waste Designation Plan be conditioned upon the counties asset purchase and operation of the Resource Recovery Facility.


No – 1 (Kriesel)

Motion Carried.

5. Authority to Solicit and Negotiate Agreements

Ms. Hunter noted that Ramsey County Finance Department would be the fiscal agent for the Board and

in most cases would follow its procurement processes. However, recognizing that the Board will have

some unique contracts, there is a need to use alternate procurement methods, which are identified in

the resolution and will conform to state law. Commissioner Bigham noted that there are a lot of

contracts and question whether all contract negotiations could be complete by the end of the year. Mr.

Hansen noted that while we may not be able to fully executed contracts by the end of year, we will

certainly have terms and conditions. Commissioner Bearth moved, seconded by Commissioner Ortega,

to approve the authority to solicit and negotiate agreements resolution. Commissioner Miron asked for

a roll call vote on the resolution:










15















goal by 2030; and














Whereas, the Processing Agreement with Resource Recovery Technologies (RRT) for provision of

processing services at the Facility expires on December 31, 2015, and Article 9 of the Processing

Agreement provides that the Counties have an exclusive option to purchase the Facility that can be

exercised during calendar year 2015; and



Recovery Vision.




16



Counties; and

Whereas, in order to complete the purchase, and to prepare for public ownership and operation, there

are a number of agreements that must be negotiated, approved and implemented. Now, Therefore, Be

It

Resolved, The Ramsey/Washington County Resource Recovery Project Board hereby directs staff and

attorneys to proceed with the procurement of services, using the solicitation methods outline in the

attached, and negotiation of agreements, and to return to the Joint Powers Board for approval of said

agreements. Be It Further

Resolved, The Resource Recovery Project Board directs that staff and attorneys work with the Ramsey

County Finance Department in procurement and development of agreements, but recognizes that a

departure from the Finance Department’s solicitation processes are needed in certain circumstances,

and those departures are indicated in the attached document.

Type of Agreement

Number of Agreements or

Vendor

Brief description Type of Solicitation

Waste Delivery Agreements

50 – 60 hauling agreements

For delivery or MSW to RRF or an approved Transfer Station

Direct negotiation with any and all haulers licensed to haul mixed municipal solid waste in Ramsey and or Washington County

Transfer station – Ramsey and/or Washington County waste

Waste

Connections/

SKB ,

Republic

Advanced

Disposal

Receive MSW and transfer to RRF

Direct negotiation with owners and operators of transfer stations, to deliver waste from Ramsey and/or Washington County to the Facility

Other county waste delivery

4 – 5 Transfer stations; multiple haulers including waste from Southern Tri‐ Counties and Blue Earth County

Transfer or deliver MSW from other counties to RRF – each contract is unique

Direct negotiation with owners and operators of transfer stations, or waste haulers or local governments to deliver waste from other counties Ramsey and/or Washington County to the Facility

Fuel Agreement

Xcel Energy, Inc. Accept RDF as a fuel

Direct Negotiation with Xcel Energy to be assigned the existing Fuel Agreement, and to negotiate an extension

Landfill Agreements

Pine Bend Landfill, Burnsville Landfill Advanced Landfill

Accept residue and rejects from RRF

Direct Negotiation for landfill capacity for residue, rejects and bulky waste transferred from the Facility

Transportation vendors

Unknown number

Transport of material to

Request for Bids, competitive solicitation

17

landfill, Xcel Facilities

Software licenses and contracts

Unknown number

Application software for Facility operations, parts inventory, scaling of waste, billing and recordkeeping

Direct negotiation with RRT’s existing vendors, as appropriate, to continue business operations until such time that the Joint Powers Board determines that an alternate procurement is appropriate.

Commodity (Metal Markets) Agreements

Unknown number

Marketing of ferrous and non‐ferrous metals

Spot market agreements until such time that specifications can be developed and a Request for Bids through a competitive solicitation

Services, maintenance, repairs, spare parts

Unknown number

Variety of agreements for maintenance of facility and equipment, repair, parts, etc.

Direct negotiations and requests for bids, depending on the specificity of the service or equipment.


No – 1 (Kriesel)

Motion Carried.

V. Other Business

A. Update Meeting with Southern Counties

Ms. Hunter noted that summary of the tour of Southern Minnesota Counties attended by Commissioner

Miron, Weik and Bigham in the packet.

Commissioner Miron noted that he wanted to thank staff for setting up these tours. All of them have

had value. The interest in collaboration from those southern counties was very strong. Their

commitment to recycling and reuse is as strong as our counties. The other thing that was impressive was

the amount of work and effort and safety measures that its landfill requires. The amount of landmass

that was needed was also noted. It’s not a preferred alternative but we do have a waste hierarchy and it

is part of it at this time. We all hope to reach zero waste. Commissioner Weik stated that she thought it

was fascinating to see the landfills. She was impressed with the intensity of concern of the counties

with respect to the decision of this Board. They wanted reassurance that if we move forward, we are still

interested in doing business with them. Both Commissioner Miron and Weik noted that they were

impressed with the efficiencies found with the hauling and back hauling operations.

Commissioner Kriesel asked what percent of waste that goes to Newport facility comes from other

counties. Ms. Hunter replied that 320,000 tons of waste comes from Ramsey and Washington Counties,

20,000 tons from southern counties and the remainder from other counties

Ms. Hunter noted that the next meeting is scheduled for:

Thursday, October 22, 2015, 9:00 a.m., Minnesota Counties InterGovernmental Trust (MCIT), 100 Empire Drive, Suite 100, Saint Paul

Thursday, December 3, 2015, 9:00 a.m., Location to be determined.

18

Commissioner Bigham moved, seconded by Commissioner Huffman, to adjourn the meeting. Motion carried.

________________________________

Commissioner Fran Miron, Chair October 22, 2015

19

R&E BOARD MEETING DATE: October 22, 2015 AGENDA ITEM: IV. a.

SUBJECT: Approval of Bylaws

TYPE OF ITEM: ☐ INFORMATION ☐ POLICY DISCUSSION ☒ ACTION

SUBMITTED BY: Joint Leadership Team

R&E BOARD ACTION REQUESTED:

Approve the Bylaws of the Ramsey/Washington Recycling and Energy Board (R&E Board). (This action requires a two‐thirds (2/3) majority for approval)

EXECUTIVE SUMMARY:

The Joint Powers Agreement provides that the R&E Board shall adopt Bylaws to govern its operations. Staff and attorneys have prepared proposed Bylaws. Approval and amendment of the Bylaws must be by a two‐thirds (2/3) majority of the R&E Board.

The Bylaws include the following Articles I. Board Governance and Operations

II. Management, Administration and Staffing

III. Facility Operations

IV. Fiscal Year, Budget and Audit

V. Records and Reports

VI. Financial Controls

VII. Miscellaneous

There are several sections currently labeled “Reserved.” These are incomplete at this time, and will be

brought forward as amendments to the R&E Board at a future date.

ATTACHMENTS:

1. Bylaws of the Ramsey/Washington Recycling & Energy Board

2. Resolution

FINANCIAL IMPLICATIONS:

None.

20

SUBJECT: Approval of Bylaws

Coversheet Page 2 of 2

AUTHORIZED SIGNATURES DATE

JOINT LEADERSHIP TEAM

10/15/15

RAMSEY COUNTY ATTORNEY

10/15/15

WASHINGTON COUNTY ATTORNEY

RAMSEY COUNTY DEPT OF FINANCE

10/15/15

OTHER

21

BYLAWS OF THE RAMSEY/WASHINGTON RECYCLING AND ENERGY BOARD

Adopted October __, 2015

ARTICLE I

RAMSEY/WASHINGTON RECYCLING AND ENERGY BOARD

The Ramsey/Washington Recycling and Energy Board (the “Board”) is governed by the amended and restated joint powers agreement by and between Ramsey County and Washington County (each a “County” and together the “Counties”) dated September __, 2015, as it may be amended from time to time (the “Joint Powers Agreement”). These Bylaws are adopted pursuant to Article IV, Section C of the Joint Powers Agreement, are effective as of the date of their adoption by the Board and shall remain in effect for such time as the Board continues to exist pursuant to the Joint Powers Agreement. Definitions of the terms contained in the Joint Powers Agreement shall apply in these Bylaws unless otherwise expressly stated herein.

ARTICLE II

BOARD GOVERNANCE AND OPERATIONS

Section 1. Board Meetings.

(a) Open Meeting Law. All meetings of the Board and Board committees shall be conducted pursuant to the Minnesota Open Meeting Law. (Minnesota Statutes, Chapter 13D).

(b) Regular Meetings. The Board shall meet on a regular basis, with an annual schedule determined at its first meeting each calendar year. The Chair, in consultation with the Vice Chair, may cancel a regular meeting upon furnishing reasonable notice to each member of the Board.

(c) Special Meetings. The Board may hold special meetings on an as needed basis, to be called at the discretion of the Chair, in consultation with the Vice Chair. Notice of special meetings, describing the date, time, place, and purpose of the meeting shall be delivered to Board members at least five (5) days prior to each meeting. Public notice of Board meetings shall be published as required by the Minnesota Open Meeting Law.

(d) Emergency Meetings. Emergency meetings may be called in compliance with Minn. Stat. § 13D.04, subd. 3.

(e) Quorum and Actions of the Board. The presence of five (5) Board members at a meeting shall constitute a quorum. Unless otherwise required by law, the Joint Powers Agreement, or Robert’s Rules of Order, actions of the Board are taken by a majority vote of Board members present. Actions that, pursuant to the Joint Powers Agreement, require a two-thirds majority, must have affirmative votes from six Board

22

2

members. A County commissioner designated as an alternate Board member by a County may vote and be counted for purposes of establishing a quorum in place of an absent Board member from that County. All resolutions of the Board shall be in writing, signed by the Chair and attested to by the Secretary/Treasurer. All other actions of the Board shall be by motion recorded in the written minutes. The Board’s meeting minutes and actions shall be recorded in a journal, in compliance with the Minnesota Data Practices Act and the Minnesota Open Meetings Law.

(f) Conduct of Meetings. Meetings of the Board shall be conducted pursuant to the most recent edition of Robert’s Rules of Order.

(g) Meetings by Interactive Television or Other Electronic Means. At the discretion of the Chair, in consultation with the Vice Chair, Board meetings may be conducted by interactive television in compliance with the conditions and requirements set forth in Minn. Stat. §13D.02. At the discretion of the Chair, in consultation with the Vice Chair, in emergency conditions, Board meetings may be conducted by telephone or other electronic means in compliance with the conditions and requirements set forth in Minn. Stat. §13D.021.

Section 2. Board Members.

(a) Board Members. As provided in the Joint Powers Agreement, the Board shall consist of four commissioners from Washington County and five commissioners from Ramsey County, as appointed by each County. The Counties may replace their respectively designated Board members at any time, at their discretion. Each County also may designate alternate commissioners to serve on the Board in the absence of a County’s representative Board member. Board members and alternates shall not receive any salary for their services, provided however that the Board may provide for expense reimbursements to the extent permitted by law.

(b) Ex-Officio Members. The Board may appoint representatives from the City of Newport, Minnesota (as provided in the Joint Powers Agreement) and the Minnesota Pollution Control Agency to serve as a non-voting, ex officio members of the Board. From time to time, the Board may appoint one or more additional non-voting, ex officio Board members.

Section 3. Board Committees.

(a) Standing Committees. The Board will have three standing committees as set forth below. The standing committees are subject to the orders of the Board and committee actions may not conflict with actions or directions of the Board. Subject to the notice requirements set forth in Section 1, committee meetings may be held at the discretion of the respective chairperson of each committee.

(1) Executive Committee. An Executive Committee is created, which shall consist of the Chair, the Vice Chair, the Secretary/Treasurer. The Executive Committee shall have general supervision of the affairs of the Board between its meetings, make recommendations to the Board and perform such other duties as

23

3

specified in the Joint Powers Agreement, in these Bylaws, or as delegated by the Board. The Executive Committee is authorized to solicit bids and requests for proposals, and to execute contracts, including any amendments that are included in the approved annual Facility Budget or Joint Activities Budget and are within the authority of the Board to execute. The Board may delegate other functions and authority to the Executive Committee at its discretion. For voting, the presence of at least one committee member from each County is required.

(2) Budget Committee. A Budget Committee is created, which shall consist of the Secretary/Treasurer, and two additional commissioners, with the total makeup of the Committee including one commissioner from Washington County and two commissioners from Ramsey County. Members of the Budget Committee shall be appointed by the Chair each year. The Budget Committee is authorized to develop and oversee the Joint Activities Budget and the Facility Budget and make recommendations for these budgets to the Board.

(3) Facility Committee. A Facility Committee is created, which shall consist of three commissioners, two from Ramsey County and one from Washington County. The Facility Committee shall be appointed by the Chair each year. The Facility Committee is authorized to monitor management of Facility operations and Facility operational procedures and policies, and make recommendations to the Executive Committee or Board as appropriate to ensure efficient management and operations of the Facility.

(b) Ad Hoc Committees. The Board may establish ad hoc committees as it deems necessary and desirable. Such ad hoc committees may take actions to execute their duties or may be advisory committees. Each ad hoc committee must include a representative from each County.

Section 4. Officers. The Board shall elect a Chair, a Vice Chair, a Secretary/Treasurer, and other officers as determined appropriate by the Board. The officers of the Board shall be elected as provided below by the Board at the first meeting of the Board in a calendar year involving a quorum. Each officer shall have the powers and duties specified in these Bylaws, and as the Board may prescribe from time to time. An office vacated by resignation of an office shall be filled by Board action.

(a) Chair. The Chair of the Board shall rotate on a biennial basis between commissioners from each County. The Chair in 2016 shall be held by Washington County, and the biennial rotation shall begin in 2017 with Ramsey County assuming the Chair. The Chair of the Board shall preside (when present) at all Board meetings. The Chair is authorized to execute agreements on behalf of the Board and exercise and perform such other powers and duties as may be from time to time assigned to the Chair by the Board.

(b) Vice Chair. The Vice Chair of the Board shall also rotate, and shall be from the County that does not hold the Chair. The Vice Chair in 2016 shall be held by Ramsey County and the biennial rotation shall begin in 2017 with Washington County

24

4

assuming the Vice Chair. In the absence or disability of the Chair, the Vice Chair shall perform all of the duties of the Chair and shall have all the powers of, and be subject to all the restrictions upon, the Chair.

(c) Secretary/Treasurer. The Secretary/Treasurer shall be elected on a biennial basis, with the first term beginning in October 2015 and continuing through 2017. The Secretary/Treasurer shall perform, or cause to be performed, the following duties: (i) official recording of the minutes of all proceedings of the Board meetings and actions; (ii) provision for notice of all meetings of the Board; and (iii) authentication of the records of the Board. In addition, the Secretary/Treasurer shall oversee the Board’s budget and finances. In the absence of the Chair and Vice Chair, the Secretary/Treasurer shall preside over the Board.

ARTICLE III

MANAGEMENT, ADMINISTRATION AND STAFFING

Section 5. Board Administration.

(a) Joint Leadership Team. As set forth in the Joint Powers Agreement, the Joint Leadership Team shall oversee Board administration and carry out the functions of the Board, as set forth in the Joint Powers Agreement and in these Bylaws, and as directed by the Board from time to time. The Joint Leadership Team will oversee and manage any employees of the Board, consultants to the Board, and any County staff assigned to carry out Board functions.

(b) Administrative Functions. The following administrative functions are necessary for the Board’s operation. Entities carrying out these functions shall be compensated as provided for in specific purchase of service or other agreements.

(1) Fiscal Agent. As set forth in the Joint Powers Agreement, the Ramsey County Finance Department shall act as the Fiscal Agent on behalf of the Board, and shall provide any and all financial management, accounting and reporting services necessary or convenient for the Board. The Board may conform to the procurement policies of either County, as it deems appropriate. The Washington County Accounting and Finance Department will be consulted on any future County bonding or major Board finance issues that impact Washington County.

(2) Legal Representation. As set forth in the Joint Powers Agreement, the Ramsey County Attorney’s Office and the Washington County Attorney’s Office are attorneys for the Board. Any special legal counsel shall be designated and chosen with the advice of the Ramsey and Washington County Attorney’s Offices.

(3) Human Resources. The Board shall select an agent to provide Human Resources services for its employees. As provided in the Joint Powers Agreement, employees of the Board are not employees of either County. Initially the Ramsey County Human Resources Department shall provide human resources

25

5

services for the Board, pursuant to a purchase of services agreement between the Board and Ramsey County.

(4) Information Services. The Board shall decide how to procure information services for its operations. The Board shall procure its own hardware and software, and support services in the manner it chooses. The Board may enter into a purchase of services agreement with the Information Services Department of either County for elements of IT support. Beginning in 2016 the Ramsey County Information Services Department shall provide those information services for the Board identified in a purchase of services agreement.

Section 6. Staffing and Consultants.

(a) Staffing. The Counties may from time to time designate employees to perform work on behalf of the Board, including members of the Joint Leadership Team. The Board also may authorize the Joint Leadership Team to hire and maintain staff to exclusively work for the Board (“Board Staff”). The Board hereby delegates authority to the Joint Leadership Team to hire (consistent with the Facility Budget or Joint Activities Budget, as applicable) and supervise Board Staff. At all times, Board Staff shall be employees of the Board and not employees of either County, even if one of the Counties provides human resources services. The Board hereby further directs the Joint Leadership Team to oversee development of employee policies applicable to Board Staff.

(b) Consultants. The Board may retain such consultants as may be needed to render services to or perform functions of the Board, consistent with the annual Facility Budget or Joint Activities Budget, as applicable.

(c) Reimbursement. Staffing and other services provided by the Counties to the Board shall be reimbursed at rates negotiated during preparation of the annual Facility Budget or annual Joint Activities Budget, or as set forth in specific service agreements, as applicable.

Section 7. Facility Management.

(a) The Joint Leadership Team will supervise Facility business operations and the transition of these functions to public operation of the Facility. Such business functions include, but are not limited to: finance and accounting (including budgeting, contract management, payroll, inventory,), information services, human resources (including recruiting, training labor relations, and safety), Facility engineering (on-going operation and design updates), permit compliance, and Facility business relations.

(b) [Reserved]

Section 8. Joint Activities. Under the supervision of the Joint Leadership Team, County staff and Project employees will carry out the Board’s Joint Activities, in accordance with the County Board-approved Joint Activities Budget.

26

6

ARTICLE IV

FACILITY OPERATIONS

[RESERVED]

ARTICLE V

FISCAL YEAR, BUDGET AND AUDIT

Section 9. Fiscal Year. The Fiscal Year of the Board shall be the calendar year.

Section 10. Facility Budget.

(a) Enterprise Fund. In the normal course of Facility operations, the Board will endeavor to operate the Facility Budget as an enterprise fund.

(b) Annual Facility Budget. The Budget Committee will prepare the annual Facility Budget for Board approval each year on or prior to August 1. The annual Facility Budget does not require approval of the Counties, provided however, that the respective Counties must approve any County contributions to the annual Facility Budget other than the initial contributions set forth in the Joint Powers Agreement.

(c) Operating Reserve Fund.

(1) Establishment of Operating Reserve Fund; Size and Scope. The Board shall establish an operating reserve fund, initially equivalent to $10,000,000.00. Ramsey County’s initial obligation is equivalent to 73% of the total operating reserve fund amount ($7,300,000.00) and Washington County’s obligation is equivalent to 27% of the total operating reserve fund amount ($2,700,000.00). Pursuant to the Joint Powers Agreement, each County has agreed to commit or hold sufficient funds for its respective obligation for the operating reserve fund.

(2) Review and Modification. On an annual basis, the Board shall review the size and scope of the operating reserve fund, including in its analysis an evaluation of risks related to Facility operations and financing. If a modification in the size of the operating reserve fund is determined necessary or appropriate, the Board shall notify the Counties, who shall modify their funding allocations to be sufficient for their respective obligations to the operating reserve fund.

(3) Transfer of Funds From Counties to Board. If the Board in its sole discretion determines there would be a material adverse effect on the Facility, the Facility financing, Facility employees, or Facility operations, it may request delivery from the Counties operating reserve funds in an amount it

27

7

determines to be reasonably necessary to avoid such material adverse effect. The amount requested shall be contributed by each County in proportion to their respective obligations, 73% from Ramsey County and 27% from Washington County.

(d) Facility Equipment Maintenance and Replacement Fund. The Board shall establish a facility equipment maintenance and replacement fund, to be incorporated into the Facility Budget. The purpose of this fund is to assure sufficient resources for major maintenance projects, as well as major equipment replacement. The Facility Committee shall identify the size, scope, and schedule for establishing this fund.

(e) Payment in Lieu of Taxes. The Board shall make payments in lieu of taxes to local government entities with taxing jurisdiction (excluding the state of Minnesota and fiscal disparity) in amounts equal to the taxes that would be applicable to the Facility if it were classified as commercial/industrial property privately owned. The Washington County Department of Property Records and Taxpayer Services shall prepare and deliver to the Board a note which calculates the amount of tax due to the local government entities as if the Facility were classified as commercial/industrial property privately owned. The Board shall make payments in lieu of taxes to the Washington County Department of Property Records and Taxpayer Services, to be distributed to the taxing districts pursuant to Minn. Stat. § 276.111 and § 276.11. Payments will be made on or before May 15 and October 15 of each year.

Any special assessments will be paid by the Board as separately billed by the Washington County Department of Property Records and Taxpayer Services.

Section 11. Joint Activities Budget. The Budget Committee will prepare a two year budget for Joint Activities Budget for the Board approval each year on or prior to August 1. The Board will submit the Joint Activities Budget for approval of the Counties (for the Counties respective contributions) on or prior to September 1 each year.

ARTICLE VI

RECORDS AND REPORTS

Section 12. General Requirements. The books and records of the Board shall be maintained in compliance with the Minnesota Data Practices Act.

Section 13. Governance Documents. The Board shall keep at its registered office or its principal executive office, or in an authorized repository, the following governance documents:

(a) The Joint Powers Agreement and all amendments thereto;

(b) The Bylaws and all amendments thereto;

28

8

(c) A list of the names and addresses of the Board’s current Board members and officers; and

(d) A journal of the Board’s meeting minutes and actions, in compliance with the Minnesota Data Practices Act and the Minnesota Open Meetings Law and as set forth in ARTICLE IISection 1 and Section 14.

Section 14. Other Records. The accounting books and records and minutes of proceedings of the board and any committee shall be kept at any place or places designated by the Board, or, in the absence of the designation, at the principal office of the Board. The minutes shall be kept in written or electronic form and the accounting books and records shall be kept either in written or electronic form or in any other form capable of being converted into written or electronic form within a reasonable time.

Section 15. Inspection of Records. Each Board member shall have the absolute right at any reasonable time to inspect all Board books, records, and documents of every kind.

Section 16. Records Retention. The Board shall establish and implement a records retention policy, consistent with the Requirements of the Minnesota Data Practices Act, Minn. Stat. §138.17, et seq., and other applicable laws. The Board may contract with either County for assistance with implementing records retention.

ARTICLE VII

FINANCIAL CONTROLS

Section 17. Fiscal Policy and Procedures. The Board shall follow the fiscal policies and procedures set forth in the Fiscal Agency Agreement with Ramsey County. The Board may establish additional fiscal or financial policies, procedures and controls as it deems necessary and as consistent with these Bylaws and any current Fiscal Agency Agreement.

Section 18. Authorized Signatories/Execution of Documents. The Chair and the Secretary are authorized to execute documents on behalf of the Board. The Board may authorize any other officer or officers, or agent or agents, to enter into any contract or execute and deliver any instrument in the name and on behalf of the Board, and such authority may be general or confined to specific instances.

Section 19. Expenditures.

(a) Facility Expenditures. The Joint Leadership Team is authorized to enter into agreements and commit the Board to payment obligations in an emergency in order to maintain facility operations with limitations on authority to be outlined in the Board’s fiscal policy.

(b) Joint Activities Expenditures. The Joint Leadership Team is authorized to enter into agreements or financial commitments consistent with the Board’s joint activities budget in order to achieve the purposes of the Joint Powers Agreement, not to exceed $50,000

29

9

dollars without specific Board authorization, subject to approval by County Attorneys and in accordance with Board’s fiscal policies.

Section 20. Debt.

(a) Supermajority Approval Required. As provided in the Joint Powers Agreement, any issuance of debt by the Board must be approved by a two-thirds (2/3) majority of the full governing body of the Board.

(b) Bonding. [Reserved.]

Section 21. Loans. [Reserved.]

Section 22. Checks, Drafts, Notes. All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Board shall be signed by such officer or officers, agent or agents of the Board and in such manner as shall from time to time be determined by resolution of the Board.

Section 23. Insurance. [Reserved.]

ARTICLE VIII

MISCELLANEOUS

Section 24. Principal Place of Business. The Board’s principal place of business of the Board shall be located at 2785 White Bear Avenue, Suite 350, Maplewood, MN 55109.

Section 25. Amendment. These bylaws may be amended from time-to-time by resolution of the Board duly adopted upon a two-thirds (2/3) majority vote of the full Board; provided, however, that no such amendment shall be adopted unless at least thirty (30) days written notice thereof has previously been given to all members of the Board. Such notice shall identify the section or sections of the Bylaws proposed to be amended.

Section 26. Governing Law; Priority of Documents. These Bylaws are governed and construed in accordance with the laws of the State of Minnesota. In the event of conflicting provisions between the Joint Powers Agreement as may be amended from time to time, these Bylaws, other actions of the Board, the provisions shall govern in the following order: the Joint Powers Agreement, the Bylaws, and other actions of the Board.

Section 27. Severability. A determination that any provision of these Bylaws is for any reason inapplicable, invalid, illegal or otherwise ineffective shall not affect or invalidate any other provision of these Bylaws.

30

RESOLUTION R&EB 2015 ‐ __

Whereas, The Ramsey/Washington Recycling and Energy Board (the “R&E Board”) is governed by the

amended and restated joint powers agreement by and between Ramsey County and Washington County

dated September 22, 2015, ( “Joint Powers Agreement”); and

Whereas, Article IV, Section C of the Joint Powers Agreement provides that the R&E Board shall adopt

Bylaws to govern its operations; and

Whereas, the Joint Powers Agreement further provides that adoption and amendment of the Bylaws

requires a two‐thirds (2/3) majority of the R&E Board; and

Whereas, the Joint Leadership Team, working with attorneys and consultants, has prepared Bylaws for

consideration by the R&E Board. Now, therefore, be it

Resolved, the Ramsey/Washington Recycling and Energy Board hereby adopts the Bylaws of the

Ramsey/Washington Recycling and Energy Board.

Commissioner: Aye Nay _______________________________

Bearth ___ ___ Fran Miron, Board Chair

Bigham ___ ___

Carter ___ ___ _________________________

Huffman ___ ___ Date

Kriesel ___ ___

Ortega ___ ___

Miron ___ ___ ______________________________

Reinhardt ___ ___ Secretary/Treasurer

Rettman ___ ___

McGuire (Alt) ___ ___ __________________________

Weik (Alt) ___ ___ Date

31

R&E BOARD MEETING DATE: October 22, 2015 AGENDA ITEM: IV. b.

SUBJECT: Election of Secretary/Treasurer




Nominate and elect the Ramsey/Washington Recycling and Energy Board Secretary/Treasurer.

EXECUTIVE SUMMARY:

The recent amendments to the Joint Powers Agreement that creates the Ramsey/Washington Recycling and Energy Board states that there are three officers: Chair, Vice Chair and Secretary /Treasurer. The Bylaws proposed for approval on October 22, 2015 specify that the Chair and Vice Chair that were currently serving in 2015 would continue in those roles, but, since the position of Secretary/Treasurer is new, an election must occur. The Secretary/Treasurer can be from either county.

The Bylaws state that the “Secretary/Treasurer shall be elected on a biennial basis, with the first term beginning in October 2015 and continuing through 2017. The Secretary/Treasurer shall perform, or cause to be performed, the following duties: (i) official recording of the minutes of all proceedings of the Board meetings and actions; (ii) provision for notice of all meetings of the Board; and (iii) authentication of the records of the Board. In addition, the Secretary/Treasurer shall oversee the Board’s budget and finances. In the absence of the Chair and Vice Chair, the Secretary/Treasurer shall preside over the Board.”

ATTACHMENTS:

None.


None.

32

SUBJECT: Election of Secretary/Treasurer




10/15/15


10/15/15



10/15/15

OTHER

33

R&E BOARD MEETING DATE: October 22, 2015 AGENDA ITEM: IV. c.

SUBJECT: Committee Responsibilities




Approve committee descriptions.

EXECUTIVE SUMMARY:

The Bylaws of the Ramsey/Washington Recycling and Energy Board provide for three standing committees.

I. Executive Committee consists of the Chair, the Vice Chair, and the Secretary/Treasurer. The

Executive Committee has general supervision of the affairs of the Board between its meetings,

makes recommendations to the Board and performs such other duties as specified in the Joint

Powers Agreement, in the Bylaws, or as delegated by the Board.

II. Budget Committee consists of the Secretary/Treasurer, and two additional commissioners, with

the total makeup of the Committee including one commissioner from Washington County and

two commissioners from Ramsey County. Members of the Budget Committee are appointed by

the Chair each year.

III. Facility Committee consists of three commissioners, two from Ramsey County and one from

Washington County. The Facility Committee is appointed by the Chair each year. The Facility

Committee is authorized to monitor management of Facility operations and Facility operational

procedures and policies, and make recommendations to the Executive Committee or Board as

appropriate to ensure efficient management and operations of the Facility.

Staff have developed descriptions for each of these committees, including the scope of responsibilities for each. The R&E Board is requested to adopt these committee descriptions. Committee appointments will be made in January 2016 by the Chair and appointments are held for one year.

ATTACHMENTS:

1. Committee Descriptions for Executive, Facility and Budget Committees


None.

34

SUBJECT: Committee Appointments




10/15/15


10/15/15



10/15/15

OTHER

35

EXECUTIVE COMMITTEE Policy The Executive Committee of the Ramsey/Washington Recycling and Energy Board (R&E Board) is authorized to solicit bids and requests for proposals, and to execute contracts, including any amendments that are included in the approved annual Facility Budget or Joint Activities Budget and are within the authority of the R&E Board to execute. The R&E Board may delegate other functions and authority to the Executive Committee at its discretion. The Executive Committee shall have general supervision of the affairs of the R&E Board between its Board meetings, make recommendations to the R&E Board and perform such other duties as specified in the Joint Powers Agreement, in the Bylaws, or as delegated by the R&E Board. Guidelines

Created by the Joint Powers Agreement.

The Executive Committee consists of the 3 members, the Chair, the Vice Chair, the Secretary/ Treasurer.

For voting, the presence of at least one committee member from each County is required.

Members of the Executive Committee are elected by the R&E Board.

Responsibility 1. Monitor Facility and Joint Activities. 2. Authorize procurement processes. 3. Approve and authorize execution of contracts and amendments as approved in Budget 4. Implement additional functions as delegated. 5. Perform other duties as assigned. 6. Make recommendations to the R&E Board. The committee will operate in accordance with operating procedures established by the R&E Board. Meetings are scheduled as necessary. Source

Approval of Amended and Restated Ramsey/Washington Recycling and Energy Board Joint Powers Agreement Resolutions (Washington County Board #2015‐160 and Ramsey County B2015‐296), September 22, 2015

Ramsey/Washington Recycling and Energy Board approval of Bylaws, October 22, 2015 Standing committees are subject to the orders of the R&E Board and committee actions may not conflict with actions or directions of the R&E Board. Subject to the notice requirements set forth in Article II, Section I of the R&E Board Bylaws, committee meetings may be held at the discretion of the respective chairperson of each committee.

36

FACILITY COMMITTEE Policy The Facility Committee is authorized to monitor management of Facility operations and Facility operational procedures and policies, and make recommendations to the Ramsey/Washington Recycling and Energy Board Executive Committee or Ramsey/Washington Recycling and Energy Board (R&E Board) as appropriated to ensure efficient management and operations of the Facility. Guidelines

The Facility Committee consists of the 3 members, includes one commissioner from Washington County and two commissioners from Ramsey County.

Members of the Facility Committee are appointed by the Chair of the R&E Board each year.

When votes occur a member of each county must be present.

Responsibility 1. Monitor Facility operations. 2. Monitor Facility operational procedures and policies. 3. Review new technologies that are appropriate to the Facility 4. Review major Facility improvement plans. 5. Make Facility recommendations, including capital and technology improvements, to the R&E Board. 6. Other duties as assigned. The committee will operate in accordance with operating procedures established by the R&E Board. Meetings are scheduled as necessary. Source



37

BUDGET COMMITTEE Policy The Budget Committee is authorized to develop and oversee the Joint Activities Budget and the Facility Budget and make budget and financial recommendations to the Ramsey/Washington Recycling and Energy Board (R&E Board). Guidelines

The Budget Committee consists of the 3 members, the Secretary/Treasurer and two additional R&E Board commissioners.

The Budget Committee includes one commissioner from Washington County and two commissioners from Ramsey County.

Members of the Budget Committee are appointed by the Chair of the R&E Board each year.

When votes occur a member of each county must be present.

Responsibility 1. Analyze and evaluate financial needs. 2. Develop Joint Activities and Facility two‐ year budgets for recommendation to the R&E Board. 3. Review and oversee budget expenditures. 4. Recommend financial solutions to the R&E Board. 5. Oversee implementation of County Board financial decisions. 6. Develop and monitor financial policies for the R&E Board. 7. Oversee and make recommendations on the Operating Reserve Fund, Equipment and Maintenance

Fund, and R&E Board Fund Balance. 8. Other duties as assigned. The committee will operate in accordance with operating procedures established by the R& E Board. Meetings are scheduled as necessary. Source



38

R&E BOARD MEETING DATE: October 22, 2015 AGENDA ITEM: IV. d.

SUBJECT: Ex Officio Members: City of Newport, MPCA




Authorize the Chair to send invitations to the City of Newport and Minnesota Pollution Control Agency (MPCA) requesting each to name an individual to be a non‐voting, Ex Officio member of the R&E Board, who would then be appointed at the December meeting.

EXECUTIVE SUMMARY:

As provided in the Joint Powers Agreement, the R&E Board may appoint a representative from the City of Newport, Minnesota to serve as a non‐voting, ex officio member of the R&E Board, as well as a representative from the MPCA.

ATTACHMENTS:

None.


None.



10/15/15


10/15/15



10/15/15

OTHER

39

R&E BOARD MEETING DATE: October 22, 2015 AGENDA ITEM: V.

SUBJECT: Status Report: Conditions Precedent to Closing

TYPE OF ITEM: ☒ INFORMATION ☐ POLICY DISCUSSION ☐ ACTION



For information only.

EXECUTIVE SUMMARY:

The Ramsey/Washing Recycling and Energy Board (R&E Board) has entered into an Asset Purchase Agreement (APA) between the R&E Board and Resource Recovery Technologies (RRT), effective September 22, 2015. Included in section 5.02 (a) of the APA are several conditions precedent to closing. These conditions must be completed to the satisfaction of the R&E Board, or be waived by the R&E Board, by December 4, 2015, in order to proceed with closing the purchase of the Facility. There is a significant amount of work involved in addressing these conditions, which is ongoing. Staff and attorneys will provide an update on the status of the conditions. Excerpt from the Asset Purchase Agreement 5.02 Purchaser Conditions Precedent to Closing.

(a) The following conditions must be completed to the reasonable satisfaction of

Purchaser or waived by Purchaser in its sole discretion on or prior to December 4, 2015, and Seller

agrees to reasonably cooperate with Purchaser to complete the conditions precedent (provided,

however, that Seller shall have no liability for any failure of such closing conditions to be me nor

shall Seller be obligated to make any payments to any third parties in order to satisfy such closing

conditions):

(1) Verification of Processing Capacity. Purchaser shall retain consultants and

engineers as it deems appropriate to assess and test the business software and Facility business

functions compatibility with Purchaser’s hardware and business functions, and to confirm the

processing capacity, processing capability, operational safety and limitations of the Facility. The

consultants and engineers must confirm that the Facility can be safely operated to process

municipal solid waste in quantities and capacities to adequately fulfill the Fuel Supply Agreement.

(2) Confirmation of Waste Delivery. Purchaser shall retain consultants and

engineers to confirm the amount of waste delivery needed to operate the Facility in a manner that complies with the requirements of the Fuel Supply Agreement and the Purchaser must confirm that an adequate amount of waste will be available to the Facility at commercial rates.

40

SUBJECT: Status Report: Conditions Precedent to Closing


(2) Fuel Supply Agreement. Purchaser shall obtain approval from Xcel Energy

for the Fuel Supply Agreement to be assigned to Purchaser and a commitment from Xcel Energy to

enter a new fuel supply agreement with Purchaser, or in the alternative, Purchaser and Xcel Energy

shall enter a new fuel supply agreement.

(4) Third Party Transition Facility Operator. Purchaser shall contract with a

suitable party to operate the Facility on a transitional basis at commercial rates for a period of two (2) years or more.

(5) Seller’s Union Contract. Seller and the International Brotherhood of

Electrical Workers Local Union No. 23 (the “Union”) shall provide documentation amending or agreeing to amend the Labor Agreement to be in a form that can legally be assumed by Purchaser and is reasonably acceptable to Purchaser (or agreeing enter into a new agreement reasonably acceptable to Purchaser), and confirming that the Union will consent to assignment of the Labor Agreement, as amended, to Purchaser or Purchaser’s third party transition operator. Purchaser shall have no obligation to assume any pre‐Closing liability of Seller relating to the Labor Agreement or the amendment thereof.

(6) Transfer of Adequate Real Property Rights. Purchaser must confirm the Real Property, including easements and licenses are adequate to operate the Facility, including rights to a road access easement which will be held by a public entity.

ATTACHMENTS:

None.


None.



10/15/15


10/15/15



10/15/15

OTHER

41

R&E BOARD MEETING DATE: October 22, 2015 AGENDA ITEM: VI. a. i.

SUBJECT: 2015 Budget Status Report





EXECUTIVE SUMMARY:

The Joint Staff Committee reported on a regular basis on budget status to the Resource Recovery Project Board and the Joint Leadership Team will continue to do so to the Recycling and Energy Board (R&E Board). The Amended and Restated Joint Powers Agreement provides in part VII.F.2. that Project Board funds existing at the time that JPA was amended are to be retained by the R&E Board and accounted for in the Joint Activities Budget. Attached is a report on 2015 year‐to‐date revenue and expenditures for this Budget. The R&E Board’s program expenses for Project Management, Non‐Residential Recycling and Organics Management, General Outreach and Policy Evaluation are within budget.

ATTACHMENTS:

1. 2015 Budget and Actual Expenditures



10/15/15


10/15/15



10/15/15

OTHER

42

2015 2015Budget Actuals to Date

421102 State Auditor 5,200 3,981

421208 County Attorney Services 45,000 36,916

421501 Consulting Services (Superior Consulting) 1,500 -

421502 Engineering Services 50,000 37,600

421511 County Project Management Services 258,524 37,605

423309 Records Storage/Retrieval Fee 500 119

424107 Liability & Property Damage 14,000 15,963

424302 Membership & Dues 750 1,050

424304 Other Travel 10,000 497

424306 Meeting Expenses Account 300 2,061

424601 Other Services 110,000 25,466 495,774 161,257


421501 Consulting Services 390,000 321,738

421201 Legal Services (BizRecycling Trademark) - 664

421502 Engineering Services - 484

421602 Advertising & Promotion 100,000 55,787

425102 Organic Waste Management (Second Harvest Heartland) 940,000 453,989

1,430,000 832,662


421602 Advertising & Promotion 162,500 124,641

425113 Community Power Grants (now BizAware) 144,000 -

306,500 124,641

RECYCLING AND ENERGY BOARD

TOTAL PROJECT MANAGEMENT EXPENSES

PROGRAM: ORGANIC WASTE MANAGEMENTThis program includes funding for the variety of activities that the Project initiated in 2011, following a year-long policy evaluation of organic waste management. The work includes education, consultation and technical assistance; evaluation and recommendations to address collection efficiencies; evaluation of a starter-grants program; and funding for food rescue.

2015 BUDGET & YTD ACTUALS

Program: Project ManagementThis Program includes expenses associated with managing the Resource Recovery Project and the Processing Agreement with RRT.

This program includes outreach and education activities targeted at waste generators in the two Counties.

TOTAL ORGANIC WASTE MANAGEMENT EXPENSES

PROGRAM: GENERAL OUTREACH

TOTAL GENERAL OUTREACH EXPENSES

43

RECYCLING AND ENERGY BOARD2015 BUDGET & YTD ACTUALS


421201 Legal Services 790,000 382,230

421501 Financial Consultant (Springsted) 80,000 21,831

421501 Communications Consultant 120,000 73,393

421502 Engineering Services 512,000 272,332

421511 County Project Management Services 273,975 -

424601 Other Services 100,000 667 1,875,975 750,454


424601 Other Services - Prior year Hauler Rebates - 424623 Rebates - Resource Recovery Tipping Fees1 8,400,000 5,266,984

8,400,000 5,266,984


PROJECT MANAGEMENT 495,774 161,257

ORGANIC WASTE MANAGEMENT 1,430,000 832,662

GENERAL OUTREACH 306,500 124,641

POLICY EVALUATION 1,875,975 750,454

RESOURCE RECOVERY 8,400,000 5,266,984 TOTAL PROJECT BOARD BUDGET: 12,508,249 7,135,997


314103 Other Participation (Washington County) 2,784,229 398,550

319110 Ramsey County Participation 7,442,545 1,068,127

318102 Interest on Investments 5,500 21

319105 Insurance Dividends - -

Resource Recovery Project Board Fund Balance 2,275,975 750,454

TITLE OF PROGRAM

TOTAL POLICY EVALUATION EXPENSES

PROGRAM: RESOURCE RECOVERY This program provides funding for hauler rebates. Prior year rebates paid in the current year are reflected in 424601

TOTAL PROCESSING EXPENSES

EXPENSE SUMMARY

REVENUE SUMMARY

INTERGOVERNMENTAL REVENUE

PROGRAM: POLICY EVALUATIONThis program is a one-time program that is a result of the policies discussions and development of the 2013-2015 Processing Agreement. There are three main categories of work: Evaluation of processing alternatives, establishing a purchase price for the Facility, and evaluation of the future of processing, including purchase of the Facility.

44

RECYCLING AND ENERGY BOARD2015 BUDGET & YTD ACTUALS

TOTAL REVENUE: 12,508,249 2,217,151

2015 actuals as of 9-30-15

45

R&E BOARD MEETING DATE: October 22, 2015 AGENDA ITEM: VI. a. ii.

SUBJECT: 2016 – 2017 R&E Board Budget




1. Approve the 2016 – 2017 R&E Board Facility Budget and Joint Activities Budget. 2. Recommend that the Ramsey and Washington County Boards approve the Joint Activities

budgets. 3. Establish the tipping fee for waste delivered to the Facility for 2016 and 2017.

EXECUTIVE SUMMARY:

A proposed 2016 – 2017 Ramsey/Washington Recycling and Energy Board (R&E Board) budget is presented for consideration by the R&E Board at its October 22, 2015 meeting, and is included with this documentation. A two‐year budget is presented, in keeping with past practice, and to fit with the expected transition period.

ATTACHMENTS:

1. 2016 – 2017 R&E Board Budget Memo with attachments

2. 2016 – 2017 R&E Board Proposed Budget

3. Resolution



10/15/15


10/15/15



10/15/15

OTHER

46

Page 1 of 13

October 15, 2015 To: Ramsey/Washington Recycling and Energy Board From: Joint Leadership Team RE: 2016‐ 2017 Joint Activities and Facility Budgets Introduction A proposed 2016 – 2017 Ramsey/Washington Recycling and Energy Board (R&EB) budget is presented for consideration by the Board at its October 22, 2015 meeting, and is included with this documentation. A two‐year budget is presented, in keeping with past practice, and to fit with the expected transition period. Action Requested

1. Approve the 2016 – 2017 Facility Budget and Joint Activities Budgets. 2. Recommend that the Ramsey and Washington County Boards approve the 2016‐2017 Joint Activities

Budget. 3. Establish the tipping fee for waste delivered to the Facility for 2016 and 2017 at $70.00 per ton, and

establish the hauler rebate for waste from Ramsey and Washington Counties at $12.00 per ton. Attachments

1. 2016 – 2017 Joint Activities Budget ‐ Explanation of Selected Line Items 2. 2016 – 2017 Non‐Residential Organic Waste and Recycling Work Outline

3. 2016 – 2017 Joint Activities Budget ‐ Explanation of Proposed Positions

4. 2016 – 2017 Facility Budget ‐ Explanation of Selected Line Items

5. 2016 – 2017 Proposed Recycling and Energy Board Budget Line Items

2016‐2017 Budget Structure As provided in the Joint Powers Agreement and the Bylaws, there are two main parts to the budget, for Joint Activities and the Facility.

Joint Activities Budget Structure The Joint Activities Budget is organized into five Programs, so that work being performed can be more closely linked to specific activities. Line items are described in Attachment 1. The Joint Activities Budget is funded by Ramsey and Washington Counties. The five categories are:

Project Management ‐ This Program includes expenses associated with managing the R&E Board.

Non‐Residential Recycling and Organic Waste Management ‐ This Program includes funding for the various activities related to commercial recycling, including BizRecycling, BizAware, and other efforts. Because of the complexity of the Non‐Residential Recycling program, Attachment 2 provides more information about that specific program.

47

Page 2 of 13

General Outreach ‐ This program includes outreach and education activities targeted at waste generators in the two Counties, including working on the role of the Facility in outreach and education.

Policy Evaluation ‐ This program was originally the policy work leading to purchase of the Facility. Going forward, it focuses on (1) implementing key policy issues, such as waste designation, (2) specific work on new technologies suitable to the Facility, and (3) policy work on state and regional waste management, including recommendations to the SWMCB, MPCA and legislature.

Resource Recovery ‐This program provides funding for hauler rebates for delivering waste to the processing facility in Newport.

Explanation The Joint Activities budget includes non‐facility related activities of the R&E Board. This budget is similar to those of the Resource Recovery Project Board in the past. Staffing: One change from past budgets is the addition of R&E Board staff costs. As explained in Attachments 1 and 4, these are for positions that have been previously approved, or that are requested to be approved in the 2016‐2017 budget. Attachment 3 includes the justification for each of the new positions. Non‐Residential Recycling: The R&E Board will continue its work on non‐residential recycling, through its BizRecycling, BizAware, and other programs. Attachment 2 provides a summary of the proposed work in this area for 2016‐2017. Policy Evaluation: This portion of the budget was previously used for work on the research and evaluation for future system changes. That has now shifted to the implementation phase. Included in this are:

Legal Services provided by Stoel Rives, to carry out: 2016

1. Post‐Closing Transactional Items a. Permit Transfers b. Real Estate c. Employment/Labor

2. Master Plan Revisions & Designation Plan Development 3. Remaining Contracts & Potential Modifications of Key Contracts 4. Governance a) Bylaws Amendments 5. Transition Assistance

2017 1. Employment Issues/New Labor Agreement 2. Designation Plan & Ordinances 3. Key Contracts 4. Governance Items 5. Transition to Full Board Operation

Engineering Services, provided by Foth in 2016 and 2017, to

1. As requested, provide engineering and technical consultation to assist the R&EB 2. Assist in technical issues related to transition of all permits 3. Facility

48

Page 3 of 13

a. Assist in procurement processes, provide design consultation when requested for

Facility improvements; provide assistance, upon request, to aide in the transition, and in

building R&EB capacity during that transition

b. Coordinate waste sorts to assist with mixed waste processing evaluation and design

c. Continue to provide advice on Facility financial issues

d. Track waste flows

4. Odor Mitigation study

5. Future Technology Analysis ‐ Continue to monitor and coordinate evaluation of technology

options for the Facility including mixed waste processing technology, anaerobic digestion,

gasification, organics management (such as “blue bag collection), on‐site capacity for expansion.

Hauler Rebates: The R&E Board will continue to provide hauler rebates in order to assure a supply of waste to the Facility. It is expected that these will be about half of the previously budgeted amounts.

Facility Budget Structure The Facility budget will operate as an enterprise fund. This budget includes funding to operate and administer the Facility. In 2016‐2017 the R&E Board will contract with a Transition Facility Operator, and pay that operator a management fee and reimburse various pass‐through expenses. The R&E Board will pay some expenses directly. The budget is based on Life Cycle analyses that Foth has prepared over the past year, and which has been improved with information gathered due the due diligence process. Line Items are described in Attachment 4. Tipping Fee In order to assure sufficient revenue for the Facility Budget the R&E Board needs to establish a tipping fee for waste delivered to the Facility. The Joint Leadership Team recommends establishing a single fee for all waste delivered, with haulers under contract to deliver Ramsey and Washington County waste receiving a hauler rebate. Using projections used to prepare the 2016‐2017 Facility budget, staff recommend a tipping fee of $70 per ton for delivery of waste. Staff recommend a hauler rebate of $12 per ton, so that haulers delivering waste from Ramsey and Washington Counties would have a net tipping fee of $58 per ton. Assuming that 335,000 tons are received from Ramsey and Washington Counties, the total amount needed for rebates is projected at $4,020,000; this compares to $8,400,000 for previous years under private ownership. With pricing at this level, staff and consultants project delivery of 385,000 tons, with 335,000 from Ramsey/Washington, and 50,000 from other counties, including 20,000 from southern Minnesota.

49

Page 4 of 13

2016 ‐ 2017 Budget Summary – Expenses

Joint Activities Budget 2015 2016 2017

Project Management $769,749 $1,123,111 $1,134,346

Non‐Residential Recycling $1,574,000 $2,040,000 $2,090,000

General Outreach $162,500 $405,000 $455,000

Policy Evaluation $1,602,000 $920,000 $720,000

Hauler Rebates $8,400,000 $4,020,000 $4,020,000

Total Joint Activities $12,508,249 $8,508,111 $8,419,346

Facility Budget

$0 $26,124,842 $27,696,779

2016 ‐ 2017 Budget Summary – Revenue

2015 2016 2017

Joint Activities

Ramsey County $7,442,545 $6,210,921 $6,146,123

Washington County $2,784,229 $2,297,190 $2,273223

Resource Recovery Fund Balance

$2,275,975 $0 $0

Other $6,000

Total $12,508,749 $8,508,111 $8,419,346

Facility

Facility – Tipping Fees $0 $26,950,000 $26,950,000

Facility – Recycling Revenue $0 $1,237,467 $1,237,467

Total $0 $28,187,467 $28,187,467

($2,037,625) ($490,687)

50

Page 5 of 13

Ramsey/Washington Recycling and Energy Board 2016 – 2017 Joint Activities Budget Explanation of Selected Line Items

PROGRAM: PROJECT MANAGEMENT (51808) 411101 Salary and Fringe Benefits: The sum of expenses related to R&E Board employee salaries and

benefits for work on Joint Activities. These include the following positions: 1. Accountant 4 (Approved by Project Board 5/15; County Boards 6/16) 2. Contract Manager (Approved by Project Board 5/15; County Boards 6/16) 3. Management Analyst, Temporary (Approved by Project Board 5/15; County Boards 6/16) 4. BizRecycling Coordinator (Proposed for 2016 budget) 5. Outreach Coordinator (Proposed for 2016 budget)

The justifications for the two new positions are found in Attachment 3.

421101 Accounting Services – Hauler Audit: Contract expenses for audits of waste haulers for compliance

with the County Environmental Charge in both counties. The service provider is Olsen Thielen, LLC, which was procured through a competitive solicitation.

421102 State Audit: Expenses associated with the required annual audit of the R&E Board. 421110 Fiscal Agent Fees: Annual expenses paid to Ramsey County Finance and Public Health for cost of

managing the R&E Board’s finances. 421208 County Attorney: Reimbursement expenses to the Ramsey and Washington County Attorney’s

offices for legal services. 421402 Buildings and Office Space: Expenses paid to Ramsey County for providing office space to R&E

Board employees that are not located at the Facility. 421511 County Project Management Services: Reimbursement for services provided by the Counties to the

Board. 421531 Consulting Services – Human Resources: Annual expenses paid to Ramsey County Human Resources

for human resources services, pursuant to a purchase of service agreement. as well as to retain a consultant to assist the R&E Board with HR issues related to the transition to public ownership and operation.

421531 Consulting Services – Information Systems: Annual expenses paid to Ramsey County Information

Services for technology consultation and services.

Attachment 1

51

Page 6 of 13

PROGRAM: NON‐RESIDENTIAL RECYCLING (51809) 421509 Design Services: Contract expenses for graphic design for various R&E Board outreach efforts; the

vendor is Lure Design. 421522 Other Professional Services – Food Rescue ‐ Second Harvest Heartland: Contract expenses for food

rescue services provided by Second Harvest Heartland. 421522 Consulting Services – Sustaining Non‐Residential Recycling: Contract expenses for a firm to be

selected to develop tools and strategies to assure that businesses and institutions that have implemented new recycling programs are able to sustain recycling among their employees.

421522 Consulting Services – Multi‐Unit Dwellings (MUD): Contract expenses for a firm to be selected

following a solicitation for services to assist with outreach and consultation to increase recycling levels in multi‐unit dwellings, such as apartment complexes, condominiums, and townhome associations.

421522 Other Professional Services – J.L. Taitt and Associates: Consulting services provided to institutions

to promote recycling and organics management. 421522 Other Professional Services – Minnesota Waste Wise: Consulting services to businesses to promote

recycling and organics management. 421602 Marketing – Saint Paul Saints: Continued work, pursuant to an existing agreement with the Saint

Paul Saints, to promote BizRecycling. 421602 Marketing: Contract expenses for an agreement with a firm, to be solicited to assist in marketing

BizRecycling to East Metro businesses, including placement of ads and social media directed a East Metro business.

421602 Advertising and Promotion – Risdall: Contract expenses for Risdall, Inc. to support the existing

BizRecycling web site. 425102 Grants to Other Entities – BizRecycling: Funding for grants provided to businesses and institutions,

which include container grants, funding, and rebates for organics collection. 425102 Grants to Other Entities – BizAware: Funding for grants to qualified business organizations that

work with members to increase participation in BizRecycling services. 425102 Grants to Other Entities – BizMud: A new grant program to provide targeted grants to increase

recycling in multi‐unit dwellings. PROGRAM: GENERAL OUTREACH (51810) 421522 Other Professional Services – Exponent: Contract expenses for communications services related to

the R&E BOARD and the Facility, provided by Exponent. 421602 Advertising and Promotion: Expenses associated with general outreach and communication,

52

Page 7 of 13

including the respective counties “Green Guides,” mailed to every residence, as well as other media outreach.

423107 Other Education: Expenses associated specifically with outreach related to the Facility, including, in

2016, a new video to explain the facility, and expanded education tools in 2017 for use in tours and the community.

PROGRAM: POLICY EVALUATION (51811) 421108 Legal Services: Contracted expenses with Stoel‐Rives for legal services related to the R&E Board and

Facility. In 2015 this is expected to include:

Follow up related to asset purchase agreement

Work on planning and implementing waste designation

Assistance on the transition to public operation

Issues related to the labor agreement

Remaining property issues, easements, licensing, purchases

R&E Board legal issues 421502 Engineering Services: Contracted expenses with Foth Environment and Infrastructure for

engineering and technical services associated with the Facility. In 2015 this is expected to be:

Assistance with Facility operations and transition

Implementation of various procurement processes

Analysis and recommendations related to Facility improvements

Analysis and recommendations related to future technologies

Development of an odor mitigation plan PROGRAM : HAULER REBATES (51812) 491304 Hauler Rebates: Expenses associated with Hauler Rebates, to bring the net cost to haulers to $58

per ton.

53

Page 8 of 13

Ramsey/Washington Recycling and Energy Board

2016 – 2017 Joint Activities Budget Non‐Residential Organic Waste and Recycling Work Outline

Background

The R&E Board will continue the focus on non‐residential recycling that the Resource Recovery Project Board

began to emphasize in 2012.

Vision and Milestones In April 2011, the Resource Recovery Project Board adopted a Vision for Organic Waste Management, as well as milestones looking to year 2020. The vision is: By 2020, the Waste Management system will value and manage organic waste as a resource, and incentives will be in place to manage organic waste higher on the hierarchy. Comprehensive organic waste management services will be readily available and be offered by the private sector. Architects and developers will design and build for multiple stream collection. Generators and haulers will work together to tailor organics collection services, and pricing will be an incentive for separate management of organic waste. There will be multiple opportunities for organic waste, and end markets for products derived from organic waste will be thriving. 2016 – 2020 Plan Ramsey and Washington Counties have nearly 65,000 business establishments according to census data. The BizRecycling program is actively targeting the estimated 21,000 businesses in both counties that have greater than 5 employees. By the end of 2015, the BizRecycling is anticipated to have directly engaged nearly 1,300 businesses, 6% of the targeted business community, through its technical assistance and grant program. Direct engagement is defined as a business meeting with a technical assistance vendor or applying for a grant application. Other engagement measures such as social media, advertising campaigns, attending presentations, i.e. will still be collected and are critical for moving a business from thinking about starting a program to direct engagement with BizRecycling. Direct engagement will be used a measure for program success in the 2020 planning. The BizRecycling program has set a goal of directly engaging 40% of the targeted business community by the end of 2020, an estimated 9,300 business. 2016 – 2017 Specific Work Plan

A. BizRecycling 1. Maintain, Expand and Improve the BizRecycling Website.

In 2016 ‐ 2017 the following steps are expected, and the recommendation is to continue to contract with Risdall, the site developer, to continue work on the site. Work tasks for 2016 include to:

Expand case studies and testimonials with direct experiences from businesses participating the grant program,

Add testimonial videos from grant recipients following a Video production solicitation),

Continue weekly blog postings,

Add a Spanish page to LessTrash.com, and

Expand resources on best practices and lessons learned.

Attachment 2

54

Page 9 of 13

2. Contract for consulting and technical assistance services for 2016‐2017. Staff recommends that the R&E Board continue to provide consulting services to high volume generators of organic waste, and expand to targeted commercial organics generators. a. JL Taitt and Associates to provide technical assistance and consultation services for institutional

generators, such as school districts, hospitals and nursing homes, alternative care facilities, and colleges and universities.

b. Minnesota Waste Wise to continue to work with businesses to help them save money through waste reduction, resource conservation and energy Efficiency.

3. Grants Continue to make available to businesses two types of grants; BizRecycling, which are grants of up to $10,000 for recycling containers and individual needs, and BizRewards, which provides a rebate for businesses that engage in organics recycling, in an amount up to $5,000.

4. Labels Continue to make available to businesses recycling, organics and trash labels in 5 language, in amount up to $5,000, per business in order to ensure regional consistency in labels and that the business can have a successful program.

B. BizAware: Continue to make BizAware grant funds to Ramsey and Washington County business associations

(like Chambers of Commerce, Business Leagues, Economic Development Commissions/Authorities, and Non‐profit Development Corporations) to develop a program and outreach to member businesses and business audiences about the importance of recycling, including the free services provided by BizRecycling up to $15,000 a year for up to 5 years. Current BizAware partners are the White Bear Area Chamber of Commerce, Vadnais Heights Economic Development Corporation, and Main Street Stillwater Independent Business Alliance.

C. BizMud : Continue to investigate how best to offer technical and financial assistance to Multi‐Unit Dwellings (MUD) by launching the BizMud program. MUD properties are a unique blend of commercial properties and residential living. There is also a unique blend of residential living arrangements from renting to ownership. MUD properties are covered in the January 1, 2016 commercial recycling law. The proposed 2016 BizMud program will be series of pilot grant funding, conversations with property managers and owners, and technical assistance offered by Minnesota Wise.

D. Outreach: This work has two overall objectives. First, to raise awareness about recycling options among businesses and institutions, and second, to market the BizRecycling, BizAware and BizMud services available from the R&E Board to assist businesses. Staff propose to continue to use the services of a consultant, following a procurement process to provide marketing expertise to assist in reaching non‐residential generators.

E. Research on Employee Engagement: While BizRecycling and BizAware have been successful in getting businesses initially engaged in recycling, real advances in recycling goals will only be sustained if businesses continue to recycling into the future. Engaging employees and institutionalizing recycling at businesses is key, and staff and consultants have identified the need to identify tools and best practices for that. Staff propose to retain a consultant to bring together businesses that have implemented and maintained a recycling program for more than 5 years and businesses that have started and quit recycling programs to develop those best practices, tools and resources. Then to pilot and test with BizRecycling grantees.

55

Page 10 of 13

Ramsey/Washington Recycling and Energy Board 2016 – 2017 Joint Activities Budget Explanation of Proposed Positions

Position Working Title: Non‐Residential Recycling Program Coordinator This position is being proposed to coordinate the various Non‐Residential Recycling programs and staff carried out by the Ramsey/Washington Recycling and Energy Board. This position does not supplant existing County staff working on this program, but is needed to manage the program as it continues to grow. This would be a full time position for the R&E Board, working principally in the area of solid waste management, grant management and communications. The person in this position will work with County staff and R&E Board consultants to plan, organize, coordinate, and manage work, primarily in the Non‐Residential Recycling program. This is professional level work to identify, develop, implement and coordinate innovative and effective programs to improve waste management opportunities, and related duties as assigned. The specific projects and work assignments may vary with time, but the initial assignment will include elements of work for BizRecycling, BizAware and BizMud:

Coordinating major elements of the BizRecycling and BizAware programs including: o Coordinate work with County staff and consultants; o Assure that BizRecycling, BizAware and BizMud grants are processed and thoroughly reviewed in a

timely manner and the database remains current. o Hold regular check‐in meetings with grant processing team(s). o Ensure social media campaign is current and well managed. o Support the work of BizAware grantee; develop materials; and project management and facilitation

activities. o Coordinate the success stories including videos from all grantees with assistance of consultants. o Gather final grant reports from each grantee; assure compliance with grant agreements. o Enter data in grant databases, ensuring quality, upkeep, and report development. o Other work to support the BizRecycling campaign as needed.

Coordinating communications with selected community partners related to the BizRecycling program;

Represent the R&E Board at community, inter‐jurisdictional and government meetings.

Assist in developing strategic partnerships to enhance efforts in recycling.

Assist in developing a strategic approach to enhance multi‐unit‐dwelling recycling.

Assist in the evaluation of employee engagement with consultant.

Conduct research, evaluation and analysis. Position Working Title: R&E Board Facility Outreach Coordinator This position is being proposed to coordinate the various R&E Board communication efforts primarily associated with the Facility and how it fits within the solid waste system. This position does not supplant existing County staff working on this program, but is needed to manage the program as it continues to grow. Basic Function: This is a full time position for the Ramsey/Washington Recycling and Energy Board, working principally in the area of solid waste management, and communications. The person in this position will work with County staff,

Attachment 3

56

Page 11 of 13

and R&E Board consultants to plan, organize, coordinate, and manage outreach, education and communication work related to the Facility. The specific projects and work assignments may vary with time, but primary work duties include:

Represent the R&E Board at community, inter‐jurisdictional and government meetings.

Assist in developing strategic partnerships with public, private and non‐profit organizations to enhance efforts in recycling, organics management, and resource recovery.

Assist Joint Leadership Team and Board Consultants in designing strategies and programs to communicate that the Facility in Newport is a critical component of the waste management system for the East Metro.

Create, or work with consultants to create, R&E Board literature, marketing and promotional materials, videos, social media and other forms of communication.

Edit, proofread, and revise R&E Board communications.

Recommend, implement and maintain/expand website design, content and operation (www.MoreValueLessTrash.com).

Form and manage working groups as needed consisting of solid waste communicators and elementary school educators and others to create educational materials and approaches to be used by elementary school children in Ramsey and Washington Counties.

With working groups, develop a plan for providing every elementary school child in the counties with the opportunity to tour the facility and learn about recycling and waste management, least one time during his or her elementary school career.

Working with county communications directors, create and deliver articles, media relations content, case studies, white papers, executive bios, newsletter content, social media content, and speaking proposals.

Coordinate scheduling and logistics of Newport Facility Tours.

Help to clarify the organization’s point of view to their main constituency.

Conduct research, evaluation and analysis.

Position Working Title: Deputy Facility Manager This is a full time position for the Ramsey/Washington Recycling and Energy Board, working at the Facility in Newport Under the administrative supervision of the Ramsey/Washington Recycling and Energy Board (R&EB) Joint Leadership Team. The person in this position will work with the R&E Board’s Facility Manager to assist in directing and supervising the overall operation and maintenance of the Newport resource recovery facility. The deputy facility manager would assist the Facility Manager to develop, direct, and manage all aspects of the operation of the facility for R&EB. This position would also provide related technical, administrative and managerial support to assist in meeting the operational objectives of the Facility. The Deputy would be responsible for the over‐all operation of the facilities when the Facility Manager is absent, and in the Manager’s absence, have the authority of the Manager.

57

Page 12 of 13

Ramsey/Washington Recycling and Energy Board 2016 – 2017 Facility Budget

Explanation of Selected Line Items PROGRAM : FACILITY (51813) 411101 Salary and Fringe Benefits: The sum of expenses related to R&E Board employee salaries and

benefits for work on the Facility. In 2016 there are two such positions: 1. Facility Manager (Approved by Project Board 5/15; County Boards 6/16) 2. Deputy Facility Manager (Proposed for 2016)

The justification for the new positions are found in Attachment 3.

421502 Xcel Fuel Supply Agreement: Expenses associated with marketing of refuse derived fuel (RDF) to

Xcel energy, pursuant to a Fuel Supply Agreement. 421522 Operating Fee – Transition Facility Operator: Contract Expenses for the Transition Facility Operator. 421524 Operating Expenses: Expenses associated with operating the Facility, some of which will be pass‐

through costs from the Transition Facility Operator, and some of which will be paid directly by the R&E Board. These include expenses such as:

Site maintenance (pavement, landscaping, roads)

Building maintenance

Fixed equipment maintenance (processing equipment)

Trailer maintenance

Mobile equipment maintenance

Overhead (laboratory, health and safety, IT consulting, etc.)

Tipping floor maintenance

Utilities

Insurance

421531 Personnel Costs: Expenses associated with personnel that work at the Facility and employee by the Transition Facility Operator, but excusing employees of the R&E Board. Includes union and non‐union positions.

421531 Consulting – IS Superior Services: Contracted expenses for Superior Services, to maintain software

to process information for hauler rebates. 421531 Consulting – Human Resources and Labor Relations: Contracted services to assist and advise in

negotiating a new labor agreement with the IBEW local 23, as well as to retain a consultant to assist the R&E Board with HR issues related to the transition to public ownership and operation.

422304 Landfills: Contracted costs to deposit residue, bulky waste and excess waste at landfills.

Attachment 4

58

Page 13 of 13

424506 Transportation: Contracted costs for trucking firms to transport material to various destinations, such as metal markets, Xcel energy facilities, landfills.

471107 Contingent: A contingency account because of uncertainty associated with new ownership and

operation. 481101 Transfer Ramsey County Bonds: Debt service for Ramsey County’s contribution for Facility

purchase. 481101 Transfer Washington County: Debt service for Washington County’s contribution for Facility

purchase. 440000 Equipment Repair and Maintenance Fund: Funding for the Equipment Repair and Maintenance

Reserve fund, created by the R&E Board Bylaws.

59

APPROPRIATIONS

Values

Program Desc Acct Description

Sum of 2015

Budget

Sum of 2016

Budget

Sum of 2017

Budget

Project Management 411101 Salary & Fringe Benefits-Approved Positions 273,975 265,461 272,462

Salary & Fringe Benefits-Proposed Positions 0 190,650 197,384

421101 Accounting Services-Hauler Audit - Olsen-Thielen 100,000 100,000

421102 State Auditor 5,200 15,000 15,000

421110 Fiscal Agent Fees - Ramsey County 50,000 50,000

421208 Ramsey and Washington County Attorneys 45,000 45,000 45,000

421502 Engineering Service - Foth Environment and Infrastructure 50,000 0 0

421511 County Project Management Srvs 258,524 200,750 200,750

421531 Consulting- Human Resources, Ramsey County 75,000 75,000

Consulting- Information Services, Ramsey County 1,500 40,000 40,000

421603 Printing & Stationery 4,500 2,000

421701 Postage 1,000 1,000

422402 Buildings & Office Space 35,000 35,000

423111 Employee Development 4,000 4,000

423309 Record Storage 500 500 500

424112 Multi Cover Insurance 14,000 50,000 50,000

424302 Membership & Dues 750 1,000 1,000

424303 Conference & Seminar 10,000 10,000

424304 Other Travel 10,000 20,000 20,000

424305 Committee Meeting Expense 300 1,000 1,000

424501 Mileage 2,000 2,000

424507 Messenger Service 250 250

424601 Other Services 110,000 10,000 10,000

431101 Office Supplies 2,000 2,000

Project Management Total 769,749 1,123,111 1,134,346

2016-2017 Budget PROPOSED 1 of 3 60

APPROPRIATIONS

Values


Sum of 2015

Budget

Sum of 2016

Budget

Sum of 2017

Budget

Non-Res. Recycling 421509 Design Services, Lure Design 20,000 20,000 20,000

421522 Consulting-Multi Unit Dwelling Recycling 50,000 50,000

Other Professional Services-Food Rescue -Second Harvest Heartland 40,000 40,000 40,000

Other Professional Services - Sustaining Non-Residential Recycling 0 30,000 30,000

Other Professional Services-J.L. Taitt & Assoc 80,000 80,000 80,000

Other Professional Services- MN Waste Wise 220,000 400,000 400,000

421602 Advertising & Promotion-web support, Risdall 70,000 20,000 20,000

Marketing - Saint Paul Saints 50,000 50,000 50,000

Marketing 50,000 100,000 100,000

425102 Grants to Other Entities-BizRecycling 900,000 1,000,000 1,000,000

Grants to Other Entities-BizAware 144,000 200,000 200,000

Grants to Other Entities-BizMUD 0 50,000 100,000

Non-Res. Recycling Total 1,574,000 2,040,000 2,090,000

General Outreach 421522 Other Professional Services - Exponent 0 50,000 50,000

421602 Advertising & Promotion 162,500 300,000 300,000

423107 Other Education 55,000 105,000

General Outreach Total 162,500 405,000 455,000

Policy Evaluation 421108 Financial Advisor 80,000 0 0

421201 Legal Services - Stoel Rives 790,000 500,000 300,000

421502 Engineering Service - Foth Environment and Infrastructure 512,000 400,000 400,000

421522 Other Professional Services 120,000 0 0

424601 Other Services 100,000 20,000 20,000

Policy Evaluation Total 1,602,000 920,000 720,000

Hauler Rebates 491304 Hauler Rebates 8,400,000 4,020,000 4,020,000

Hauler Rebates Total 8,400,000 4,020,000 4,020,000

12,508,249 8,508,111 8,419,346


APPROPRIATIONS

Values


Sum of 2015

Budget

Sum of 2016

Budget

Sum of 2017

Budget

Facility Management 411101 Salary & Fringe Benefits-Facility Manager, Deputy Facility Manager 0 300,559 311,569

421502 Xcel Fuel Supply Agreement 4,727,700 4,727,700

421522 Operating Fee-Transition Facility Operator 1,100,000 950,000

421524 Operatinge Expenses 3,484,381 3,484,381

Personnel Costs 6,665,352 6,831,986

421531 Consulting- Human Resources and Labor Relations 175,000 175,000

Consulting-IS Superior Services 0 1,500 1,500

422304 Landfills 2,005,973 2,005,973

424201 Payment In Lieu of Taxes 386,000 386,000

424506 Transportation 5,329,618 5,329,618

471107 Contingent 1,155,029 1,157,794

481101 Transfer RC Bonds 0 1,096,775

Transfer Washington Co 0 399,285

440000 Equipment Repair and Maintenance Fund 818,730 839,198

Facility Management Total 0 26,149,842 27,696,779






Whereas, the Joint Powers Agreement provides that the R&E Board shall establish a Facility Budget and

a Joint Activities Budget; and

Whereas, the Joint Leadership Team, working with attorneys and consultants, has prepared a 2016 –

2017 Facility Budget, and 2016 – 2017 Joint Activities Budget for consideration by the R&E Board. Now,

therefore, be it

Resolved, the Ramsey/Washington Recycling and Energy Board hereby approves the 2016 – 2017

Ramsey/Washington Recycling and Energy Board Facility Budget. Be it further

Resolved, the Recycling and Energy Board approves the 2016 – 2017 Joint Activities Budget, and

recommends that the Ramsey and Washington County Boards approve the Joint Activities Budget.



Bigham ___ ___

Carter ___ ___ _________________________


Kriesel ___ ___

Ortega ___ ___

Miron ___ ___ ______________________________


Rettman ___ ___

McGuire (Alt) ___ ___ __________________________


63

R&E BOARD MEETING DATE: October 22, 2015 AGENDA ITEM: VI. b. i.

SUBJECT: Fiscal Agent Agreement




Approve and Authorize the Chair to sign the Fiscal Agent Agreement between Ramsey County and the Ramsey/Washington County Recycling and Energy Board, with a term beginning on the date of approval by Ramsey County through December 31, 2020.

EXECUTIVE SUMMARY:

The Joint Powers Agreement (Part VI.C.) provides that the Ramsey County Finance Department shall act as the Fiscal Agent on behalf of the R&E Board, performing functions subject to the terms of a Fiscal Agent Agreement between the R&E Board and Ramsey County. A Fiscal Agent Agreement has been prepared, which is consistent with Ramsey County’s Fiscal Agent Policies, the Joint Powers Agreement, and the Bylaws of the R&E Board.

ATTACHMENTS:

1. Fiscal Agent Agreement

2. Resolution


The Fiscal Agent Agreement provides for an annual administrative fee paid by the R&E Board to the Ramsey County Finance Department for staffing and other services. The amount is to be negotiated during preparation of the R&E Board budget. For 2016 – 2017 that amount is $50,000 per year, which is included in the Budget proposed to the R&E Board.

64

SUBJECT: Facility Manager Position Description



JOINT STAFF COMMITTEE

10/15/15


10/15/15



10/15/15

OTHER

65

FISCAL AGENT AGREEMENT

This is a Fiscal Agent Agreement (“Agreement”) between Ramsey County, a political subdivision of the State of Minnesota, on behalf of its Public Health Department, 90 west Plato Blvd, Suite 200, Saint Paul, Minnesota 55107, and its Finance Department, 15 West Kellogg Boulevard, Saint Paul, Minnesota 551091 ("County"), and the Ramsey/Washington Recycling and Energy Board, 2785 White Bear Avenue North, Suite 350, Maplewood MN 55109 (“RWREB”), a Joint Powers Board created pursuant to Minn. Stat. §471.59.

1.0 Term

The term of this agreement shall be from the date of approval by Ramsey County through December 31, 2020. This Agreement may be renewed upon such terms are agreeable to the parties. All renewals must be reduced to writing.

2.0 Scope of Service

The County agrees that it will provide the following services in a manner complying with generally accepted accounting principles and, except as noted, in accordance with Ramsey County Finance Department polices.

2.1 Disbursement

The County shall disburse funds at the direction of and upon approval by the RWREB’s joint leadership team (JLT). All disbursements will be based on contracts entered into by RWREB or delegations by the RWREB to the JLT. All disbursements will be made using the County financial system.

2.2 Accounts Receivable

The County shall prepare and issue invoices for the sale of goods and services by RWREB. All invoices will be generated using the County financial system.

2.3 Cash/Receivables Management

The County shall manage cash and accounts receivable for the Board in accordance with County policies and procedures, including a depository account (s) for RWREB revenue. Depository accounts shall be created at the County’s primary bank. Interest on any depository account shall accrue to the RWREB’s Facility enterprise fund. Collection of past due accounts receivable is outside of the scope of this agreement.

2.4 Procurement

The County shall purchase supplies, equipment, materials and/or labor services, construction and professional services using open and competitive and transparent processes. Pursuant to the joint powers

66

agreement creating the RWREB, the RWREB purchases must conform to the requirements applicable to the contracts and purchases of either county, as the RWREB determines appropriate. The RWREB shall use best efforts to first use Ramsey County requirements.

. 2.5 Contracts

The RWREB shall maintain its own contract process, consistent with its Bylaws. All RWREB contracts will be processed outside of the usual County contract management system. A fully executed contract, recommended by the assigned Assistant County Attorney and signed by the Chair, Secretary/Treasurer, or other RWREB designee, will be deemed sufficient and no further review by the County will be necessary.

2.6 Asset Management

The County shall maintain an inventory of assets and associated schedules of depreciation for all RWREB capital assets, which shall be defined as machinery and equipment with a cost of $5,000 or more and more than two years of useful life, and facility and infrastructure improvements with a cost of $100,000 or more. This asset inventory shall be updated as necessary. Assets will be managed using the County financial system, or another system identified by the RWREB.

2.7 Segregation of the activities of the RWREB-owned Facility (“Facility”) at Newport

The activities of the Facility will be accounted for as an Enterprise Fund within the Ramsey County financial system. All other RWREB activities will be accounted for in a Special Revenue Fund. The County shall create cost centers and accounts as necessary to adequately record the activities of the RWREB.

2.8 Budgeting

The County shall prepare, in consultation with the JLT, the annual operating and capital budget for the Facility, and shall amend, from time to time, the annual budgets based on requests from the RWREB or the JLT as delegated by the Board.

2.9 Reporting

All books and records shall be prepared and maintained in accordance with generally accepted accounting principles. Records of expenditures, receipts, and balances shall be available upon request by the Board or its designees.

67

The County shall prepare the following reports for the RWREB:

2.9.1. Monthly accounts receivable aging,

2.9.2 Monthly accounts payable aging,

2.9.3. Monthly revenue and expense tracking,

2.9.4. Monthly budget reporting,

2.9.5 Annual financial statements for the Special Revenue Fund and the Enterprise Fund.

2.9.6. Other reports as necessary or requested by the RWREB.

2.10 Audit Requirements

The activities of the RWREB will receive an annual audit by the County’s independent auditor. The County will obtain, on behalf of the RWREB, a separate opinion from its auditor. The additional audit costs for this opinion will be charged to RWREB.

2.11 Records Retention

The County will retain all pertinent financial documents as specified in the Ramsey County Records Retention Schedule.

3.0 Segregation of Duties

The County and its Public Health Department have adequate segregation of duties as stipulated by the Government Accounting Standards Board.

4.0 Administrative Fees

For its Services under this agreement, the County shall receive an annual administrative fee for staffing and other services provided by the County to the RWREB. The amount of reimbursement shall be negotiated during preparation of the annual Facility Budget or annual Joint Activities Budget, as applicable. The annual administrative fee shall include staff time and expenses for the Finance Department’s member of the JLT, who shall be performing activities pursuant to this Agreement, as well as reimbursement for staff time from the Public Health Department for activities related to the Enterprise Fund portion of this agreement.

5.0 General Contract/Agreement Terms and Conditions

5.1 Payment for Services

5.1.1 No payment will be made until the invoice has been approved by the RWREB.

5.1.3 Payment shall be based on a negotiated payment schedule.

68

5.1.3. Payment shall be made within thirty-five (35) calendar days after the date of receipt of a detailed invoice and verification of the charges.

5.1.4. Payment of interest and disputes regarding payment shall be governed by the provisions of Minnesota Statutes §471.425.

5.2 Independent Contractor

The County is and shall remain an independent contractor throughout the term of this Agreement and nothing herein is intended to create, or shall be construed as creating, the relationship of partners between the parties or as constituting the County as an employee of any other party.

6.0 Data Practices

All data collected, created, received, maintained or disseminated for any purpose in the course of the County’s performance under this Agreement is subject to the provisions of the Minnesota Government Data Practices Act, Minn. Stat. Ch. 13, any other applicable state statutes, any state rules adopted to implement the Act and statutes, as well as federal statutes and regulations on data privacy.

7.0 Indemnification

The RWREB shall indemnify, hold harmless and defend the County, its officials, agents, and employees against any and all liability, losses, costs, damages, expenses, claims or actions, including reasonable attorney's fees, which the County, its officials, agents, or employees may hereafter sustain, incur or be required to pay, arising out of or by reason of any act or omission of RWREB and their officials, agents or employees, in the execution, performance, or failure to adequately perform the obligations of the RWREB pursuant to this Agreement.

The County shall indemnify, hold harmless and defend the RWREB, its officials, agents, and employees against any and all liability, losses, costs, damages, expenses, claims or actions, including reasonable attorney's fees, which the RWREB, its officials, agents, or employees may hereafter sustain, incur or be required to pay, arising out of or by reason of any act or omission of County and their officials, agents or employees, in the execution, performance, or failure to adequately perform the obligations of the County pursuant to this Agreement.

8.0 Records Retention

Until the expiration of six years after the furnishing of services pursuant to this Agreement, the RWREB and the County shall retain a copy of the Agreement, and the books, documents, records, and accounting procedures and practices relating to this Agreement.

69

9.0 Notices

All notices under this Agreement, and any amendments to this Agreement, shall be in writing and shall be deemed given when delivered by certified mail, return receipt requested, postage prepaid, when delivered via personal service or when received if sent by overnight courier. All notices shall be directed to the parties at the respective addresses set forth below. If the name and/or address of the representatives changes, notice of such change shall be given to the other party in accordance with the provisions of this section. County: Lee Mehrkens,

270 CH/CH 15 West Kellogg Blvd, Saint Paul, Minnesota 55102

RWREB: Zack Hansen,

2785 White Bear Avenue Suite 350 Maplewood, MN 55109

10.0 Non-Assignability

The parties to this Agreement shall have no right to assign any interest in this Agreement and shall not transfer any interest in this Agreement by subcontract or assignment without the prior written consent of all other parties to the Agreement.

11.0 Force Majeure

No party shall be liable for any loss or damage incurred by any other party as a result of events outside the control of such party ("Force Majeure Events") including, but not limited to: war, storms, flooding, fires, strikes, legal acts of public authorities, or acts of government in time of war or national emergency.

12.0 Termination

Either party may terminate this Agreement without cause upon giving at least six months written notice thereof to the other party

13.0 Interpretation of Agreement; Dispute Resolution and Escalation Procedures; Venue

The Agreement shall be interpreted and construed according to the laws of the State of Minnesota. All litigation regarding this Agreement shall be venued in the District Court, Second Judicial District, State of Minnesota.

14.0 Dispute Resolution

In the event of a dispute, the Ramsey County Finance Director, the Washington County Finance Director and the RWREB joint leadership team (JLT) will meet to

70

attempt to resolve the matter. If the parties fail to come to a mutual agreement to resolve the dispute, the Finance Directors and the RWREB JLT will each prepare a written summary of the dispute as well as written suggestions for resolving the matter. The written summaries will be submitted to the Ramsey County Manager and the Washington County Administrator, who will resolve the dispute by providing written direction on the matter.

15.0 Severability

The provisions of this Agreement are severable. If any part of this Agreement is rendered void, invalid or unenforceable, such rendering shall not affect the validity and enforceability of the remainder of this Agreement.

16.0 Alteration

Any alteration, variation, modification, or waiver of the provisions of this Agreement shall be valid only after it has been reduced to writing and signed by all parties.

17.0 Limitation of Liability

The County is not responsible for providing services outside of the scope of the Agreement. The County is no liable for management decisions made by State, Hennepin, or any other organization, and is also not responsible for cash shortfalls, such as bills not paid or charges for payments made with insufficient funds, due to funding shortfalls of State, Hennepin, or any other organization.

18.0 Entire Agreement

The written Agreement, including all attachments, represent the entire and integrated agreement between the parties hereto and supersede all prior negotiations, representations or contracts, either written or oral. No subsequent agreement between the County and the Ramsey Washington Recycling and Energy Board to waive or alter any of the provisions of this Agreement shall be valid unless made in the form of a written Amendment to this Agreement signed by authorized representatives of the parties.

71

In Witness Whereof, this Agreement is duly executed as of the last date written below.

RAMSEY COUNTY Jim McDonough, Board Chair Date: Janet Guthrie, Acting Chief Clerk Date:

Ramsey Washington Recycling and Energy Board Fran Miron, RWREB Chair Date: By: RWREB Secretary/Treasurer Date:

Approved as to form: _________________________________ Assistant County Attorney Date:

Approved as to form:

_________________________________ Assistant County Attorney Date: 10/14/15

Approval Recommended: Approval Recommended:

_________________________________ _________________________________

Lee Mehrkens, Director of Finance Joint Leadership Team

Date: ______________________ Date: ____10/14/15_________

_________________________________

Rina McManus, Director of Public Health

Date: ______________________

72





Whereas, The Joint Powers Agreement provides that the R&E Board shall enter into a Fiscal Agent

Agreement with the Ramsey County Finance Department, with that Department performing functions

determined appropriate by the R&E Board; and

Whereas, The Joint Leadership Team and Ramsey County Department of Finance have prepared a Fiscal

Agent Agreement between Ramsey County and the R&E Board, which is consistent with the Ramsey

County Fiscal Agent Policy, Joint Powers Agreement, and R&E Board Bylaws. Now, therefore, be it

Resolved, the Ramsey/Washington Recycling and Energy Board hereby approves the Fiscal Agent

Agreement between the Recycling and Energy Board and Ramsey County, for the term beginning on the

date of approval by Ramsey County through December 31, 2020, and authorizes the Chair to execute

the Agreement.



Bigham ___ ___

Carter ___ ___ _________________________


Kriesel ___ ___

Ortega ___ ___

Miron ___ ___ ______________________________


Rettman ___ ___

McGuire (Alt) ___ ___ __________________________


73

R&E BOARD MEETING DATE: October 22, 2015 AGENDA ITEM: VI. b. ii.

SUBJECT: Human Resource Agreement




Authorize the Executive Committee to approve a Purchase of Service Agreement with Ramsey County for Human Resources services, with terms substantially similar to those in the Term Sheet, and following approval as to form by the County Attorney.

EXECUTIVE SUMMARY:

The Joint Powers Agreement (Part VI.C.) provides that the R&E Board is authorized to employee agents or employees, and such employees are employees of the R&E Board. The Bylaws provide that the R&E Board shall select an agent for Human Resources Services for its employees, and that Ramsey County Human Resources shall provide those services initially, pursuant to a purchase of services agreement. The Joint Leadership Team and Ramsey County Human Resources have prepared a Term Sheet that defines the business terms for these services, and would be the basis for an Agreement. This Term Sheet is consistent with the Joint Powers Agreement, and the Bylaws of the R&E Board.

ATTACHMENTS:

1. Human Resources Term Sheet

2. Resolution


The Term Sheet provides for an annual administrative fee paid by the R&E Board to the Ramsey County Human Resources Department for staffing and other services. The amount is to be negotiated during preparation of the R&E Board budget. For 2016 – 2017 that amount is $75,000 per year, which is included in the Budget proposed to the R&E Board.

74

SUBJECT: Human Resources Agreement




10/15/15


10/15/15



10/15/15/

OTHER

75

Page 1 of 3

Human Resources Term Sheet

TERM SHEET

FOR HUMAN RESOURCES SERVICES

PROVIDED BY RAMSEY COUNTY

TO THE

RAMSEY/WASHINGTON RECYCLING AND ENERGY BOARD

A. Scope

The Ramsey Washington County Recycling and Energy Board (R&EB) is a joint powers board

created by Ramsey and Washington Counties. The Board is authorized to, among other things,

own and operate the waste processing facility (Facility) in Newport, MN, and to employ staff.

The Joint Powers Agreement provides that the R&EB may contract for human resources services

and the Bylaws adopted by the R&EB specify that at the onset the contract would be with

Ramsey County.

The R&EB will contract with a transition facility operator, which will employ existing RRT

employees to operate the Facility, and carry out some business functions. The Board will initially

employ a small number of staff, but that number will likely increase throughout the Facility

transition period of 2016 – 2017, and it is likely that, in 2018, the R&EB could employ up to 70

staff.

The R&EB will, therefore, require human resources services for a variety of functions. Some

functions it will carry out with its own employees and consultants/contractors. Some will be

carried out by Ramsey County (County) pursuant to a purchase of service agreement. This Term

Sheet outlines the services that would be provided by the R&EB, and which will form the basis of

a Purchase of Service Agreement.

This Term Sheet sets forth the terms and conditions which are anticipated to be the basis of the

negotiation of the Purchase of Service Agreement between the R&EB and the County. This Term

Sheet is not a complete set of terms, it is anticipated that the Agreement will also include other

terms and conditions that would be considered standard for this type of Agreement.

B. Concept

R&EB Employees:

o Will be employed by the Ramsey/Washington Recycling and Energy Board (R&EB).

o Pursuant to the Joint Powers Agreement, will be hired and supervised by the Joint

Leadership Team under R&EB direction.

Service Delivery Model

o The R&EB will contract with the County for human resources services through a purchase

of services agreement with Ramsey County, on behalf of its Human Resources

Department (RCHR).

o The R&EB will adopt employee salary schedules, benefits, rules and policies of its own,

which may or may not be the same as those of the County.

o RCHR will administer certain, specifically identified human resources services, and the

R&EB will administer other services.

The R&EB will provide resources to RCHR to fully cover costs associated with the services

provided.

76

Page 2 of 3


C. Term

The term of the agreement shall be from December 1, 2015 through December 31, 2020. The

agreement may be renewed if agreed to by both parties. Either party may cancel without cause

upon giving at least 6 months written notice thereof to the other party. By mutual agreement,

the parties may alter, modify or waive provisions of this agreement.

D. Scope of Service

a. Recruiting and Hiring – While the R&EB will make hiring decisions, it seeks assistance

from RCHR in the hiring process. RCHR will provide services to

i. Assist in developing job descriptions and salary schedules for R&EB staff;

ii. Recruit, screen and oversee the hiring of candidates;

iii. Conduct background checks;

iv. Advise and assist R&EB with onboarding activities for new employees.

b. Transition from Private to Public Employees – During 2016 – 2017 RCHR will assist the

R&EB to identify a process to transition employees who work at the Facility, to R&EB

employees, as appropriate. RCHR will serve in a consulting capacity, with the R&EB

being responsible for leading this work.

c. Employee Health and Safety – The R&EB will have primary responsibility for employee

health and safety, using its employees and/or consultants. RCHR is not expected to

develop expertise on Facility safety matters. RCHR will provide services to:

i. Upon request, and using its existing expertise, consult with the R&EB on safety

issues;

ii. Provide access to general occupational health and safety resources currently

available to County departments.

d. Employee Training – The R&EB will have primary responsibility for employee training.

RCHR provide services to:

i. Assist the R&EB as it develops new employee orientation materials;

ii. Provide access to County employee training opportunities and classes, when

space is available, for R&EB employees.

e. Employee Benefits – The R&EB will adopt employee benefits of its own. RCHR will

provide services to:

i. Assist the R&EB to identify employee benefit packages

ii. Should the R&EB use the same insurance benefits offered to County Employees,

the RCHR will manage the insurance benefits for R&EB employees as it manages

those for County employees;

f. Rules and Policies – The R&EB will adopt personnel rules and policies of its own. Such

rules and policies will be communicated to RCHR upon adoption by the R&EB. RCHR will

provide human resources advice, upon request, to the R&EB on rules and policies.

77

Page 3 of 3


g. Labor Relations – Should the R&EB decide to hire the employees of the Facility Operator

who are currently represented by IBEW local 23, RCHR may serve in an advisory capacity

to the R&EB and its consultants to negotiate a new labor agreement with those

employees, that is consistent with the Minnesota Public Employment Labor Relations

Act.

E. Compensation

a. Annual Fee: For a portion of its services the R&EB shall pay an annual fee of $75,000 to

RCHR. This fee is intended to cover RCHR’s ongoing costs of providing basic service.

b. Additional Resources: Because there are unique issues associated with the transition of

the facility from private to public ownership, and possible conversion of employees from

private to public employment, there will be periods when the annual fee is insufficient

for RCHR. Therefore, upon written notice to the R&EB, the R&EB will provide one or

more of the following:

i. The R&EB shall hire consultant(s), retained in consultation with RCHR, who shall

provide services at the direction of RCHR in carrying out services identified in

this agreement.

ii. The R&EB shall provide funding for RCHR to hire a consultant, in consultation

with the R&EB, for the purpose of carrying out services identified in this

agreement.

78




dated September 22, 2015, ( “Joint Powers Agreement”); an

Whereas, The Bylaws provide that the R&E Board shall enter into a purchase of services agreement with

Ramsey County for Human Resources services, with services provided by the Ramsey County Human

Resources Department; and

Whereas, The Joint Leadership Team and Ramsey County Human Resources Department have prepared

a Term Sheet for a purchase of services agreement, which is consistent with the Joint Powers Agreement

and R&E Board Bylaws. Now, therefore, be it

Resolved, the Ramsey/Washington Recycling and Energy Board hereby authorizes the Executive

Committee to approve a Purchase of Service Agreement with Ramsey County for Human Resources

services, with terms substantially similar to those in the Term Sheet, and following approval as to form

by the County Attorney.



Bigham ___ ___

Carter ___ ___ _________________________


Kriesel ___ ___

Ortega ___ ___

Miron ___ ___ ______________________________


Rettman ___ ___

McGuire (Alt) ___ ___ __________________________


79

R&E BOARD MEETING DATE: October 22, 2015 AGENDA ITEM: VI. c. i.

SUBJECT: Transition Operations Agreement




Authorize the Executive Committee to approve an Agreement for Transition Operations with GRE, with a term of December 1, 2015 through December 31, 2017, based on the terms and conditions contained in the attached Term Sheet, following approval as to form by the County Attorney.

EXECUTIVE SUMMARY:

At the May 28th meeting the Ramsey/Washington County Resource Recovery Project Board approved a resolution that included authorization to negotiate an interim operations agreement with a qualified company. Staff identified Great River Energy (GRE), which operates a facility very similar to the Facility in Newport, as a potential qualified service provider. Staff and GRE have prepared a Term Sheet that describes the business points of a Transition Agreement. GRE has indicated its willingness to enter into an Agreement in a letter, which is also attached. The attached memo provides further background, and the term sheet is attached.

ATTACHMENTS:

1. Memo to R&E Board dated October 15, 2015

2. Resolution

3. Term Sheet for Transition Operations


Funding is included in the proposed 2016‐2017 budget.

80

SUBJECT: Transition Operations Agreement




10/15/15


10/15/15



10/15/15

OTHER

81

Page 1 of 2

October 15, 2015

To: Ramsey/Washington Recycling and Energy Board

From: Joint Leadership Team

RE: Transition Operations Agreement

Background

At the May 28th meeting the Ramsey/Washington County Resource Recovery Project Board approved a resolution to set a number of actions in motion related to the purchase of the Facility in Newport. Included was authorization for staff to negotiate an interim operations agreement with a qualified company to operate the facility during a transition period, under the direction of an R&E Board‐employed Facility Manager. Staff identified Great River Energy (GRE), which operates a facility very similar to the Facility in Newport, as a potential qualified service provider. Staff identified GRE as qualified for these reasons: GRE is a not‐for‐profit electric cooperative owned by its 28 member cooperatives. Its

not‐for‐profit status will help ensure the motivations and pricing set forth in the transition agreement are closer in line with the proposed public ownership model.

GRE purchased its Refuse Derived Fuel (RDF) facility in Elk River from RRT in 2010. The GRE facility is a sister facility to the Newport facility, almost identical in structure and function.

The GRE staff have worked through a previous transition from RRT ownership and understand the operating needs of a very similar RDF facility.

The GRE Elk River Facility and the RRT Newport Facility have had cooperative operations over the past years, including assisting with spare parts, repairs, and transferring RDF when needed to meet fuel commitments.

Minn. Stat. Section 473.848 will be enforced by the MPCA beginning this year, and GRE has a thorough understanding of how that enforcement will affect waste deliveries to its RDF facility; that familiarity with the market would benefit Newport.

GRE is staffed by union employees from the same union as the staff of the Newport facility, although different locals (160 at Elk River, and 23 at Newport).

The GRE facility is operated well and efficiently. GRE has expressed interest in operating the Newport Facility during the transition and

finding long term collaborations/partnerships after the transition.

82

Page 2 of 2

Following discussions with the County Attorneys, and reporting to the Chair and Vice‐Chair, staff initiated discussions with GRE to determine their interest in an agreement. As a result of these negotiations, staff and GRE have prepared a Term Sheet that describes the business points of a Transition Agreement. That Term sheet is attached to this memo. GRE has indicated its willingness to enter into an Agreement in a letter, which is also attached. Structure of the Business Terms Under the terms of the Agreement, GRE will perform operations and maintenance services for the Facility, with the intent of transitioning full operation and management to the Board at the end of the term. GRE would form a Minnesota limited liability company, wholly owned by GRE, to serve as the Operator.

This Term Sheet sets forth the terms and conditions which are anticipated to be the basis of the negotiation of the Agreement between the Board and GRE. This Term Sheet is not a complete set of terms, it is anticipated that the Agreement will also include other terms and conditions that would be considered standard for this type of Agreement.

Upon the completion of the purchase, GRE will employ the current bargained employees (consistent with the terms of the Asset Purchase Agreement between the Board and RRT), and certain of the non‐bargained employees, and will immediately assume day to day operations of the Facility. GRE will operate the Facility as required by the Agreement and consistent with its operations of the resource recovery facility that it owns and operates in Elk River. GRE will appoint a facility manager, who will work with the R&E Board’s Facility Manager, once hired.

GRE will be reimbursed for all costs incurred in connection with its responsibilities under the Agreement. GRE will also be paid a Management Fee. This “pass‐through” payment approach creates sufficient flexibility during the transition.

Action Requested The Ramsey/Washington Recycling and Energy Board is requested to authorize the Executive Committee to approve an Agreement for Transition Operations with GRE, with a term of December 1, 2015 through December 31, 2017, based on the terms and conditions contained in the attached Term Sheet, following approval as to form by the County Attorney.

83





Whereas, On May 28, 2015 (Resolution 2015‐RR‐02) the Ramsey/Washington County Resource Recovery

Project Board authorized staff to negotiate an interim operations agreement with a qualified company

to handle certain operations, under the direction of a R&E Board‐employed Facility Manager,

commencing in 2016 and including provisions that assure and efficient and effective transition to public

operation; and

Whereas, Staff have identified Great River Energy (GRE) as a well‐qualified vendor, and have negotiated

the business terms of a Transition Operations Agreement with GRE. Now, therefore, be it


Committee to approve an Agreement for Transition Operations with GRE, with a term of December 1,

2015 through December 31, 2017, based on the terms and conditions contained in the attached Term

Sheet, following approval as to form by the County Attorney.

.



Bigham ___ ___

Carter ___ ___ _________________________


Kriesel ___ ___

Ortega ___ ___

Miron ___ ___ ______________________________


Rettman ___ ___

McGuire (Alt) ___ ___ __________________________


84

1

TERM SHEET FOR

TRANSITION OPERATIONS OF

RAMSEY/WASHINGTON RECYCLING AND ENERGY BOARD RESOURCE RECOVERY FACILITY

NEWPORT, MINNESOTA

A. Scope.

The Ramsey/Washington Recycling and Energy Board (“Board”) is purchasing the Resource Recovery Facility (“Facility”) in Newport, Minnesota from Resource Recovery Technologies, LLC (“RRT”). Effective as of the completion of the purchase, the Board desires to contract with a transitional facility operator (“Operator”) to assist in progressing from RRT’s operation to public operation. The Operator’s responsibilities would be set forth in a transitional operations and maintenance agreement (the “Agreement”) between the Board and the Operator.

Under the terms of the Agreement, the Operator will perform operations and maintenance services for the Facility, with the intent of transitioning full operation and management to the Board at the end of the term. The Board has identified Great River Energy (“GRE”) to potentially serve as the Operator and has begun discussions with GRE on what this relationship might look like. GRE would not directly provide the services, but would form a Minnesota limited liability company, wholly owned by GRE, to serve as the Operator.

This Term Sheet sets forth the terms and conditions which are anticipated to be the basis of the negotiation of the Agreement between the Board and GRE (each is a “Party” to this Term Sheet). This Term Sheet is not a complete set of terms, it is anticipated that the Agreement will also include other terms and conditions that would be considered standard for this type of Agreement. Both Parties are currently conducting their respective due diligence in connection with the relationship contemplated by this Term Sheet. The provisions of this Term Sheet are conditioned on the results of each Party’s due diligence investigation. None of the terms or conditions contained in this Term Sheet will be binding on either Party until an Agreement is fully negotiated, approved by both Parties’ governing boards, and executed and delivered by both Parties.

B. Concept.

The Board intends to complete the purchase of the Facility prior to January 1, 2016. The Board intends to have an Operator under contract prior to the completion of the purchase. The Agreement will include language defining the roles and responsibilities of the Operator and the Board during the transition period prior to the commencement of the Operator’s operations and maintenance of the Facility on or around January 1, 2016.

85

2

Upon the completion of the purchase, it is expected that the Operator will employ the current bargained employees (consistent with the terms of the Asset Purchase Agreement between the Board and RRT), and certain of the non-bargained employees, and will immediately assume day to day operations of the Facility. The Operator will operate the Facility as required by the Agreement and consistent with Operator’s operations of the resource recovery facility that Operator owns and operates. The Operator will appoint a facility manager, who will have the authority set forth in the Agreement. The Board also intends to hire a full time manager, who will assume operational management for the Facility as agreed to by the Operator and the Board.

The Operator will be reimbursed for all costs incurred in connection with its responsibilities under the Agreement. The Operator will incur costs to prepare for transitional activities prior to January 1, 2016, and may incur costs for transitional activities after the expiration of the term. The Board will compensate the Operator for costs associated with preparing to operate the Facility in 2016, including establishing its limited liability company, establishing its processes to employ current RRT employees, establishing its employment and human resources structure for the LLC, (salaries, benefits, employment policies and procedures), procuring necessary insurance, and its legal costs associated with these activities. Operator costs associated with developing the terms and conditions, and the Transition Operations Agreement, will not be compensated.

The Operator will also be entitled to the Management Fee as defined below. The Management Fee is intended to cover those costs incurred by the Operator that are not reimbursed, and also represent the Operator’s return on its investment in this Agreement.

Under the Agreement, the Board will fully indemnify the Operator from all liabilities that are not caused by the Operator's intentional or negligent acts in connection with the current or past RRT employees and contractors, the Facility, and the activities conducted at the Facility, that arose prior to January 1, 2016, or that arise during or after the term of the Agreement.

A cornerstone of the concept is transparency and open communications between the Board and the Operator. To facilitate timely communications, an “Operations Committee” will be created consisting of:

The Board Joint Leadership Team One representative of the Operator The Facility manager(s)

o The interim facility manager appointed by the Operator o Upon hiring by the Board, the permanent facility manager

It is expected that the Operations Committee will meet at least quarterly to discuss and make recommendations to the Board on the following areas:

Annual budgets Annual operating goals Employment and benefits matters Operational & financial performance of the Facility

86

3

Process improvements Capital projects The transition of operations and maintenance to the Board upon the expiration of

the term of the Agreement Other functions as specified in the Agreement or mutually agreed to by the

Operations Committee members

C. Term.

December 1, 2015 to December 31, 2017. The Agreement may be extended by mutual written agreement to December 31, 2018, or beyond, depending on the progress of the transition to operations by the Board.

Prior to the expiration of the term, the Board and the Operator will develop a plan that assures an orderly transition of the operations and maintenance of the Facility to the Board, including the transition of employees and other matters necessary for the Board to commence operations upon the expiration of the Agreement. Upon the expiration of the term, all of the Operator’s responsibilities and liabilities in connection with the employees, the Facility and the activities at the Facility will terminate.

D. Responsibilities of Board.

1. County Staffing a. Designate a staff coordinator to serve as a contact for the Operator. b. Hire county employees including

a) Facility Manager and Assistant Facility Manager to work jointly with Operator’s interim facility manager

b) Staff to work on business function transition, including a Contract Manager and Accountant 4

c. Designate certain Ramsey and Washington County staff as support staff for certain functions (i.e. Operating Committee)

2. Ownership of Facility information technology hardware and software and make it available to the Operator, contract with information technology consultants if needed

3. Appoint a consulting engineering firm to assist on technical or engineering matters related to Facility

4. Acquire/maintain necessary permits 5. Procure waste delivery agreements with waste haulers and transfer stations 6. Arrange for landfill contracts for disposal of Bulky Waste and Process Residue 7. Provide Fuel Supply Agreement with Xcel Energy. 8. Prepare and enter into Transportation Contracts with trucking companies to have

loaded transfer trailers hauled from location to location. 9. Contract or otherwise make arrangements with metals markets for the delivery of

ferrous and non-ferrous metals. 10. Cost responsibilities

a. All costs associated with the ownership and operation of the Facility, including property insurance.

b. Debt service on the Facility

87

4

c. Maintain an Operating Reserve Fund d. Maintain an Equipment Maintenance and Repair Fund e. Bill and collect Tip Fees f. Pay the Payment in Lieu of Taxes to local taxing districts g. Pay for expenses listed in Attachment B h. Manage inventory control and data management i. Compensate Operator, including:

a) A Monthly Management Fee of $91,667 in 2016, and $79,167 in 2017.

b) Reimbursement of Operator’s monthly costs (see Attachment B) 11. The Board will be responsible for expenses outlined in Attachment B. The Board may

request that the Operator handle additional activities from time to time. Operator shall be reimbursed for the actual costs in performing any such additional activities.

E. Responsibilities of the Operator

1. Designate Operator representative to serve on the Operations Committee 2. Appoint interim manager. 3. Business Structure: It is expected that GRE will create a Minnesota limited

liability company prior to the commencement of the services under the Agreement to act as the Operator and conduct all Facility operations and maintenance activities, to serve as the employer of the Facility work force and to transact Facility business that is the responsibility of the Operator under the Agreement.

4. Labor Service: a. Employ current bargained staff as identified in Exhibit C. Maintain

existing benefits. Administer the Labor Agreement assigned to Operator as part of the Facility purchase transaction.

b. Employ non-bargained and any new staff, as identified in Exhibit C. Provide benefits to the non-bargained staff as mutually agreed by the Operator and Joint Leadership Team.

5. Operations and Maintenance Services: a. Operate and maintain the Facility in a safe manner. b. Manage to the performance guarantees set forth in Exhibit A. c. Accept all acceptable waste delivered to the Facility during permitted

hours of operation, or during emergency events when circumstances and approvals allow.

d. Collect and remove hazardous waste, problem materials, and special waste as required by law, rule and permits.

e. Coordinate transportation and marketing of various products and residues. f. Develop and implement a process for managing unacceptable waste. g. Process waste to produce end products, including ferrous metals, non-

ferrous metals, and refuse derived fuel, as provided in the operating plan. h. Maintain the Facility in a good operating condition, to the specifications in

the Agreement. i. Perform regular maintenance and repair of the Facility.

88

5

j. Maintain rolling stock (mobile equipment) needed to maintain operations at the Facility and the other on-site operations directly related thereto.

k. Provide coordination with Xcel regarding the supply of RDF to the Xcel Combustion Facilities.

l. Assure that existing safety, contingency, emergency operations and security plans are followed.

m. Implement Board approved operations and maintenance process improvements.

n. Manage operations and maintenance budget. o. Administer key agreements on behalf of the Board (Xcel Fuel Supply,

landfill, waste delivery, transfer station, transportation, etc.) p. Comply with laws, permits applicable to the Facility q. Manage spare parts, inventories r. Maintain the Facility, including the land, building, structure,

improvements, easements, equipment, tools, computer hardware and software, furniture, vehicles, loaders and tractors, rolling stock and trailers, processing equipment, parts and inventories and miscellaneous supplies.

s. Work cooperatively with the Board, its staff and the Operations Committee to investigate, propose, and manage capital improvements to the Facility and new technologies identified by the Board, as well as non-capital major repair/replacement.

t. Operate the Scale House and data system associated with it; collect tipping fees from cash-customers and manage funds in accordance with Board policy; keep adequate records of tip tonnages by hauler to support the hauler rebate program and working with the Board’s accounting staff.

u. Manage site security. v. Work cooperatively with the Board on education related to the Facility,

including tours. w. Conduct environmental compliance activities, including testing and

monitoring at the times and in the manner required by the Facility permits, or other requirements.

x. Coordinate and maintain information systems to provide storage and ready retrieval of Facility and Alternative Facility Collection Point operating data.

y. Maintain records and operating reports z. Provide operating and financial reports to the Operations Committee at

quarterly meetings aa. Subcontracting: In the event that the Operator proposes to subcontract any

of its responsibilities under the Agreement, including to GRE, the Operator will consult with the Operations Committee prior to entering into any such subcontracts.

89

Attachment A

OPERATOR PERFORMANCE GUARANTEES

There are two Processing Efficiency Standards for County Waste:

1. 85% of Waste accepted by Operator must be processed, as calculated on a rolling (6) month average, to be determined as follows:

Processed Waste = RDF produced + Secondary Materials + Process Line Residue (weight of) RDF produced + Secondary Materials + Process Line Residue +

Bulky Waste Residue

2. 85% of Waste processed must be recovered as Secondary Materials or RDF, as calculated on a rolling six (6) month, to be determined as follows:

Recovered Waste = RDF produced + Secondary Materials (weight of) RDF produced + Secondary Materials + Process Line Residue

Performance Guarantees for transfer trailer load weights are as follows:

3. RDF loads average a minimum of 19 tons per load on a rolling six (6) month basis.

4. Bulky Waste Residue loads average a minimum of 13 tons per load in a rolling (6) month basis.

5. Process Residue loads average a minimum of 19 tons per load on a rolling six (6) month basis.

Operator will use commercially reasonable efforts to meet the stated performance guarantees.

90

Attachment B

OPERATION AND MAINTENANCE EXPENSES AND RESPONSIBLE PARTIES

A. Operator’s Operation and Maintenance Cost Responsibilities

It is expected that O&M services provided by GRE be implemented under a cost plus structure. GRE intends to create a Minnesota limited liability company for the sole purpose of acting as the Operator, employing the employees and providing O&M services at the Facility under this agreement. All costs incurred by the operating LLC for the purpose of operating and maintaining the Facility will be passed through to the Board. This may include but not limited to:

1. Wages & Benefits (including worker’s comp) 2. Subcontracting services 3. Office Expenses (control room and administrative area) 4. Building Services for the Facility 5. Plant Operations

a. Utilities b. Plant supplies and certain parts c. Environmental Testing d. Plant Equipment Rentals e. Mobile Equipment Fuel, Oil, and Maintenance

6. Procure necessary insurance coverage per county requirements

B. Board’s Operation and Maintenance Cost Responsibilities

It is expected the Board will pay directly the following costs:

1. Parts 2. Insurance (owner’s insurance on Facility) 3. Transfer Haul Costs for RDF, Recovered Materials, Bulky Wastes, and Process

Residue 4. Bulky Waste and Process Residue Landfill Costs 5. Debt Service 6. Operator Compensation 7. Those items listed as Pass Through costs in Phase I, unless the Coordinators agree to

continue them as Pass Through costs. 8. Certifying, maintaining and replacing (when necessary) the weighing facilities and

tipping floor at the Facility and replacing (when necessary) the rolling stock

91

Transition Operations Term Sheet 8

Attachment C

EMPLOYMENT OUTLINE

Bargained Staff

The Operator shall offer employment to all employees subject to the Labor Agreement with the IBEW Local 23, under the same benefit terms and conditions as outlined in that Agreement. At the beginning of the term of this Agreement, that includes the following:

1 - Processor Electrical Maintenance

8 – Processor Mechanical Maintenance

29 – Journeyman Processors

8 – Processor Helpers

Facility Non-Bargained Staff

The Operator shall offer employment to all non-bargained staff currently assigned to the Facility, including

3 – Maintenance Supervisors

3 - Plant Supervisors

1 – Administrative Assistance

1 – Supply Chain Coordinator

1 – Transportation Coordinator

1 – Business Relations/Transportation Director

Non-Facility Non-Bargained Staff

The Operator and the Board will jointly outline a staffing plan as soon as possible for non-Facility business, financial, human resources and safety functions, and determine those non-bargained RRT staff that shall be employed by the Operator.

92

GREATRIVERENERGY

12300 Elm Creek BoulevardMaple Grove, Minnesota 55369-4718

763-445-5000grealriverenergy.com

October 14, 2015

Zack Hansen, Ramsey CountyJudy Hunter, Washington CountyRamsey/Washington Recycling and Energy Board2785 White Bear Avenue; Suite 350Maplewood 55109

RE: Letter of Intent Newport Transition Operation, & Maintenance Term Sheet

Dear Ma'. Hansen and Ms. Hunter,

Great River Energy (GRE) welcomes the opportunity to state to the Ramsey/Washington Recycling andEnergy Board (Board) our intent to enter into an agreement for the Transition Operation and Maintenanceof the Newport Resource RecovelT Facility (Facility) for a two year term beginning on, or about, JanuaE¢1, 2016, based substantially on the terms and conditions in the draft Term Sheet that GRE and theCounties have negotiated.

GRE's experience with managing, operating and maintaining a municipal solid waste (MSW) receivingand processing facility and power plant that combusts waste and generates steam for electrical productiongoes back to 1988 when the integrated Elk River Resource Processing Plant and Elk River EnergyRecovelT Station were brought online 27 years ago.

The Elk River Energy RecovelT Station, originally a three unit coal-fired power plant, was convelÿted to arefiBe-derived fuel (RDF) plant and is capable of converting 1,000 tons of RDF per day into 346,000pounds per hour of steam with a peak generation of 33 MW of renewable, baseload electricity.

In 2010 GRE became the sole owner of the Elk River Resource Processing Plant and successfullytransitioned the operation from Resource Recovery Technologies, LLC (RRT) to GRE. In operation since1988, this sister facility to the County's Newport Facility, has processed almost 10 million tons of MSWwith 1.3 million of these tons under GRE management.

GRE is well suited to provide the transitional operating and maintenance selwices for the County'sFacility and looks forward to this opportunity to partner with Ramsey and Washington Counties and theBoard to transition the Newport Resource Recovery Facility to public ownership and operation.

Sincerely,

Timothy SteinbeckDirector, Resource RecoveP¢Great River Energy

CO." Richard Lancastel; GRE, Vice President of GenerationBob Scmdberg, GRE, Director of Business Development

93

R&E BOARD MEETING DATE: October 22, 2015 AGENDA ITEM: VI. c. ii.

SUBJECT: Waste Delivery Agreements




Authorize the Executive Committee to approve Waste Delivery Agreements for Ramsey, Washington and other county waste, with terms substantially similar to those in the Term Sheet, conditioned upon the purchase of the Facility, and following approval as to form by the County Attorney.

EXECUTIVE SUMMARY:

The Ramsey/Washing Recycling and Energy Board (R&EB) will need to contract with licensed waste haulers (haulers) to ensure delivery of waste to the Facility beginning January 1, 2016. At its August 27, 2015 meeting, the Ramsey/Washington County Resource Recovery Project Board authorized solicitation of a broad range of agreements, including waste delivery agreements. A Term Sheet, which describes the business points proposed by the Recycling and Energy Board for Ramsey and Washington County Waste, was developed to aid in soliciting agreements. Two types of agreements are proposed (and which have been standard in the pas): an All‐Waste agreement, and a Specific Tonnage Agreement. The Term Sheet was mailed to the 98 licensed mixed municipal solid waste (MSW) haulers serving Ramsey and Washington Counties, on September 23, 2015. The same waste delivery terms are being proposed to all haulers. A key part of the Waste Delivery Agreement is the tipping fee. The Facility tipping fee will be set at part of the 2016‐2017 budgeting process. The Joint Leadership Team, working with consultants, has identified that the net cost to haulers that deliver waste from Ramsey and Washington Counties should be at $58 per ton. That means that whatever the tipping fee is set at, the R&EB will provide a hauler rebate so that the net cost is $58. For all haulers, there will be certain special charges, such as for mattresses, tires, appliances that are delivered, in addition to tipping fees. Haulers delivering waste from other counties would pay the full tipping fee, with no rebate. Staff will also be developing waste delivery agreements for waste from other counties, which terms would be similar to those described in the Term Sheet, but without a hauler rebate.

ATTACHMENTS:

1. Waste Delivery Term Sheet

2. Resolution

94

SUBJECT: Waste Delivery Agreements



Included in the 2016 amended budget.



10/15/15


10/15/15



10/15/15

OTHER

95


Waste Delivery Agreements

Proposed Key Terms The Ramsey/Washington Recycling and Energy Board intends to enter into Waste Delivery Agreements

with haulers, provided that it completes the purchase of the Facility in Newport. The following are the

basic terms of an agreement should the Recycling and Energy Board finalize an offer to waste haulers.

The final agreement would contain other, standard contract provisions, but the basic business terms are

outlined below.

Parties: The Waste Delivery Agreement (Agreement) will be between the Ramsey/Washington Recycling

and Energy Board (R&E Board) and the waste hauler (Hauler)

Term: The Agreement will begin on January 1, 2016, and be in effect through December 31, 2017.

Scope of Hauler Responsibilities

Waste Delivery: Hauler agrees to deliver to the Ramsey/Washington Resource Recovery Facility

(Facility) all of the Acceptable Waste it collects in Ramsey and Washington Counties to the

Facility in Newport, or an alternative collection facility, such as a transfer station authorized by

the R&E Board. (A Specific Tonnage Agreement will be considered by the R&E Board in lieu of

all‐waste delivery).

Unacceptable Waste: Hauler agrees that it will use best efforts not to deliver waste defined as

Unacceptable Waste to the Facility, or to mix Unacceptable Waste with Acceptable Waste. The

Facility operator has the right to reject entire or partial loads of Unacceptable Waste.

Payment of Fees: Hauler agrees to pay all fees established in the Agreement.

Operations at Facility: Hauler agrees to abide by operation and safety policies at the Facility.

Compliance with Law: Hauler agrees that it will operate its business in compliance will all

applicable federal, state and local laws, rules and regulations.

Financial Issues

Fees:

o Tipping Fee: As of September 23, 2015 the R&E Board has not established a tipping fee

for the term of the Agreement. The R&E Board shall establish a tipping fee in the

Agreement presented for signature by the Hauler. The Tipping Fee shall be per ton of

Acceptable Waste delivered.

o Special Charges: Besides the Tipping Fee, the R&E Board will establish charges for

specific items such as mattresses, tires, appliances and electronics.

o Unacceptable Waste: The R&E Board will establish a charge for reloading Unacceptable

Waste delivered by the Hauler; removal and disposal of reloaded Unacceptable waste is

a responsibility of the Hauler.

Rebate: The R&E Board shall provide a Rebate to the Hauler in an amount sufficient to assure

that the net cost (Tipping Fee – Rebate) to the Hauler for delivery of waste does not exceed

$58.00 per ton for the term of the Agreement. The amount of the rebate will be established

when the Tipping Fee is set in the Agreement.

Lowest Rate: The Hauler will receive the lowest Tipping Fee charged of any hauler that contracts

with the R&E Board for delivery of Acceptable Waste.

Payment: The Hauler shall pay the Tipping Fee and special charges to the R&E Board; and will

comply with any late payment policies established by the R&E Board.

96





Whereas, the R&E Board intends to enter into Waste Delivery Agreements with licensed waste haulers,

provided that it completes the purchase of the Facility in Newport; and

Whereas, the Ramsey/Washington County Resource Recovery Project Board authorized solicitation of

waste delivery agreements on August 27, 2015 (Resolution 2015‐RR‐12); and

Whereas, the Joint Leadership Team has prepared a term sheet and begun the solicitation process;

Whereas, the term of the agreement will be will begin on January 1, 2016, and be in effect through

December 31, 2017. Now, therefore, be it


Committee to approve Waste Delivery Agreements for Ramsey, Washington and other county waste,

with terms substantially similar to those in the Term Sheet, conditioned upon the purchase of the

Facility, and following approval as to form by the County Attorney.



Bigham ___ ___

Carter ___ ___ _________________________


Kriesel ___ ___

Ortega ___ ___

Miron ___ ___ ______________________________


Rettman ___ ___

McGuire (Alt) ___ ___ __________________________


97

R&E BOARD MEETING DATE: October 22, 2015 AGENDA ITEM: VI. c. iii.

SUBJECT: Transfer Station




Authorize the Executive Committee to approve Agreements with Transfer Stations to increase the efficiency of waste delivery to the Facility, conditioned upon purchase of the Facility and approval

as to form by the County Attorney.

EXECUTIVE SUMMARY:

Transfer stations have become important in the delivery of waste for processing, and efficiency of the East Metro solid waste system. The use of transfer stations works to improve route efficiencies for many hauling companies, lessens the daily truck traffic to the Facility and through Newport, and helps regulate the flow of waste into the Facility. At its August 27, 2015 meeting, the Ramsey/Washington County Resource Recovery Project Board authorized solicitation of a number of agreements, including for transfer capacity. The Joint Leadership Team (JLT) recommends that the Ramsey/Washington Recycling and Energy Board (R&E Board) contract for waste transfer with a number of Transfer Station(s) beginning January 1, 2016. This will help to ensure adequate and efficient delivery of waste to the Facility. At this time, the JLT is considering contracts with two entities to make available three transfer stations for Ramsey and Washington County waste haulers. Staff have met the two transfer station companies and progress is being made toward ensuring agreements and pricing can be reached.

ATTACHMENTS:

1. Resolution


Included in the proposed 2016‐2017 budget.

RECOMMENDATIONS:

Authorize the Executive Committee to approve Transfer Station Agreements, conditioned upon the purchase of the Facility, and following approval of form and function by the County Attorney.

98

SUBJECT: Transfer Stations




10/15/15


10/15/15



10/15/15

OTHER

99





Whereas, the R&E Board intends to enter into Transfer Station Agreements to assure more efficient

collection and waste delivery to the Facility, provided that it completes the purchase of the Facility in

Newport.; and


Transfer Station agreements on August 27, 2015 (Resolution 2015‐RR‐12). Now, therefore, be it


Committee to approve Transfer Station Agreements, conditioned upon the purchase of the Facility, and

following approval of form and function by the County Attorney.



Bigham ___ ___

Carter ___ ___ _________________________


Kriesel ___ ___

Ortega ___ ___

Miron ___ ___ ______________________________


Rettman ___ ___

McGuire (Alt) ___ ___ __________________________


100

R&E BOARD MEETING DATE: October 22, 2015 AGENDA ITEM: VI. c. iv.

SUBJECT: Landfill




Authorize the Executive Committee to approve Landfill Agreements with up to three landfills for Facility waste, with terms substantially similar to those in the Term Sheet, conditioned upon the purchase of the Facility, and following approval as to form by the County Attorney.

EXECUTIVE SUMMARY:

The Ramsey/Washing Recycling and Energy Board (R&E Board) will need to contract for landfill capacity for Facility waste, provided that the Facility purchase is completed, beginning January 1, 2016. Facility waste includes materials derived from operations related to the Facility including non‐processible waste, bulky waste residue, process residue, and excess (MSW) waste. Staff have met three landfill companies serving the East Metro, and progress is being made toward ensuring landfill agreements and pricing can be reached. It is estimated that about 17,000 tons of process residual and 26,000 tons of bulky waste residue will need to be landfilled in 2016; actual amounts depend on waste delivery volumes, timing of deliveries, quality of waste and fuel needs by Xcel Energy.

ATTACHMENTS:

1. Resolution


Included in the proposed 2016‐2017 budget.

RECOMMENDATIONS:

Authorize the Executive Committee to approve Landfill Agreements, conditioned upon the purchase of the Facility, and following approval of form and function by the County Attorney.

101

SUBJECT: Landfill




10/15/15


10/15/15



10/15/15

OTHER

102





Whereas, the R&E Board intends to enter into Landfill Agreements with up to three landfills, provided

that it completes the purchase of the Facility in Newport.; and


landfill agreements on August 27, 2015 (Resolution 2015‐RR‐12); and

Whereas, the Joint Leadership Team has prepared a term sheet and begun the solicitation process. Now,

therefore, be it


Committee to approve Landfill Agreements with up to three landfills for Facility waste, with terms

substantially similar to those in the Term Sheet, conditioned upon the purchase of the Facility, and

following approval as to form by the County Attorney.

.



Bigham ___ ___

Carter ___ ___ _________________________


Kriesel ___ ___

Ortega ___ ___

Miron ___ ___ ______________________________


Rettman ___ ___

McGuire (Alt) ___ ___ __________________________


103

R&E BOARD MEETING DATE: October 22, 2015 AGENDA ITEM: VI. d. i.





Approve the position description for Facility Manager.

EXECUTIVE SUMMARY:

At its May 28, 2015 meeting, the Resource Recovery Project Board recommended that the County Boards authorize a budget addendum to provide funding for three employees to support the Recycling and Energy Board as the Facility Purchase proceeds. The County Boards approved that addendum on June 23, 2015. Two positions use classifications that current exist within the Ramsey County personnel system. One title requires a new job description: Facility Manager. The Joint Leadership Team has worked with Ramsey County Human Resources to develop a job description, which is attached. This is a key position, working with the Transition Facility Operator to manage the Facility during the transition period of 2016‐2017, and managing the Facility on behalf of the R&EB after that. The position will report to the Joint Leadership Team. Upon R&EB adoption, the Joint Leadership Team will work with Ramsey County Human Resources to begin a nation‐wide search for a Facility Manger, with the goal of having a person hired in early 2016.

ATTACHMENTS:

1. Facility Manager Job Description

2. Resolution


Included in the 2015 amended budget.

RECOMMENDATION:

Approve the position description for Facility Manager.

104





10/15/15


10/15/15



10/15/15

OTHER

105

1 of 3 10/22/2015 -

BASIC FUNCTION: Under the administrative supervision of the Ramsey/Washington Recycling and Energy Board (R&E Board) Joint Leadership Team, direct and supervise the overall operation and maintenance of the Newport resource recovery facility. The facility manager develops, directs, and manages all aspects of the operation of the facility, including but not limited to directing the work of professional staff and contractors to manage the operations and maintenance of the facility, to participating in the development and administration of the facility operating budget and capital improvement programs; and to perform related duties as assigned. EXAMPLES OF WORK PERFORMED:

1. Promote a diverse, culturally competent and respectful workplace. 2. Collaborate with the Transition Facility Operations contractor to develop facility and

operations schedules to meet operational and contractual requirements.

3. Oversee the operation and maintenance of the facility. 4. Supervise the performance and activities of staff and contractors involved in the operation

of the facility.

5. Oversee the preparation of all documents necessary to complete all local, state and federal environmental review and permit requirements.

6. Initiate new ideas on facility and equipment operation and assist with the development,

promotion, and implementation of new waste disposal. 7. Ensure facility compliance with operating permits and statutory requirements. 8. Coordinate the development and implementation of plant operating and safety procedures. 9. Develop and oversee the supervision of the budgeting, rate setting, accounting, and

financial reporting processes.

10. Establish facility and equipment schedules to meet operational requirements. 11. Develop, maintain, and manage the overall processing, operation and maintenance

schedule for the facility. 12. Oversee the daily operations and logistics of the facility and manage the transportation

process to ensure that entering and exiting of waste product and material occurs efficiently. 13. Work with contractors and consultants to prepare, design and propose capital improvement

and replacement projects. 14. Oversee the implementation and documentation of a comprehensive maintenance program. 15. Ensure compliance for shipping hazardous materials and other waste products transported

over roadways.


Facility Manager

106

2 of 3 10/22/2015 -

16. Oversee the acquisition and inventory of repair parts, and materials, and obtain quotes or bids for various new machine repairs.

17. Apply safety guidelines of all federal, state, and Occupational Safety and Health

Administration (OSHA) regulations. Perform safety standards and safety inspections for OSHA.

18. Oversee public relations efforts including developing and implementing public educational

components for the community and responding to inquiries or concerns from members of the public in person, by phone, or email.

19. Collaborate with the HR Department to manage, develop, and administer the facility’s

personnel and benefits policies and procedures; research and provide recommendations on HR related issues.

20. Participate in the preparation of Requests for Proposals/Bids and in the selection of

consultants or contractors to plan, design, engineer, and construct capital projects; participate in negotiations with selected firms; oversee and monitor performance.

21. Represent the interests and policies of the R&E Board at public meetings, hearings, and

legislative committees, and with the business community, media, other government agencies, county organizations, community groups, and interested parties.

22. Monitor and analyze key maintenance parameters such as asset utilization, maintenance

cost and repair, compliance with processes and procedures, and replacement of equipment. 23. Ensure effective controls are in place and best practices are utilized to manage inventory.

SUPERVISORY/MANAGERIAL RESPONSIBILITIES: Position directly supervises and directs the work up to eight professional staff. Position also interacts with and provides oversite to contractors and consultants. INTERNAL/EXTERNAL RELATIONSHIPS: Weekly contact with Joint Leadership Team to answer questions, provide information on status of activities, obtain policy direction, and confer on decision making. Daily supervisory contact with R/&E Board staff to ensure management of the facility. Daily to weekly contact with contractors to coordinate work, strategize on issues, resolve conflicts, obtain and provide information, communicate expectations and resolve problems, and develop approaches to issues. Daily to weekly contact with vendors and other waste facility operators. Occasional contact with state, federal, and local officials. IMPACT ON SERVICES/OPERATIONS: Duties impact on the long and short-term economic health and development of the community, county, region, and the state. Proper performance results in provision of efficient and effective solid waste management services to the residents and businesses of Ramsey and Washington counties. Improper performance could result in a substantial cost to the facility as a result of errors made in contract agreements, rate calculations, causing deficits or excesses in the operating budget. Improper work performance could also result in inadequate or ill-conceived long-range planning and policy development for the facility. WORK ENVIRONMENT:

107

3 of 3 10/22/2015 -

Incumbent performs a majority of duties in an office and in the facility, including sitting and walking at will, sitting/walking for long periods, walking on uneven terrain, working in extreme hot or cold temperatures, working with or near chemicals, working near fumes, odors, dust and dirt, working in a noisy environment wearing protective clothing or equipment, pushing/pulling objects, crouching/kneeling, bending at the waist, reaching, handling/grasping/fingering objects. Incumbent may be exposed to potentially hazardous materials. KNOWLEDGE, SKILLS AND ABILITIES:

Knowledge of the principles and practices of management, administration, and supervision of staff.

Knowledge of solid waste resource recovery planning, and engineering concepts and practices. Considerable knowledge of accepted standards, principles and practices applied or related to

the operation and maintenance of a solid waste resource recovery facility. Knowledge of public decision-making processes and policy development. Knowledge of finance, Capital and Operations budgeting, and the ability to oversee the facility

budget. Knowledge of the specific laws, policies, and procedures related to managing and directing a

Refuse Derived Fuel Facility. Skill in establishing effective working relationships with vendors, staff , R-WREB, unions,

customers, regulatory agencies, consultants, the media, business community and the public. Skill in analyzing operational needs and developing solutions to meet those needs. Skill in analyzing technical information and preparing options for consideration by the Joint

Leadership Team. Ability to plan, prioritize, manage, and exercise independent judgement. Ability to oversee the

budget, capital improvement program and financing requirements. Ability to manage various projects simultaneously, both directly and indirectly through other

staff, and to meet deadlines. Ability to function in fluid, ambiguous situations. Ability to work within cross-jurisdictional and/or interdepartmental teams to manage and

implement complicated work projects. MINIMUM QUALIFICATIONS: Education: Bachelor's Degree in Mechanical or Industrial Engineering, Business Administration, or Operations Management or a closely related field. Experience: Seven years of progressive responsibility in operational management, including supervising employees, consultants/contractors, managing operating budgets, and capital projects.. Preferred: A Master’s Degree Public sector experience in a union environment. Substitution: A Master’s degree maybe substituted for two years of the required experience.

108




dated September 22, 2015, ( “Joint Powers Agreement”); an

Whereas, The Joint Powers Agreement authorizes the R&E Board to employ agents or employees, with

such employees being employees of the R&EB; and

Whereas, Actions taken by the Ramsey/Washington County Resource Recovery Project Board on May

28, 2015, and the Ramsey and Washington County Boards, on June 23, 2015, authorized funding for

three employees of the R&E Board, including the title “Facility Manager;” and

Whereas, a positions description for the title “Facility Manager” is required in order to recruit and hire

an individual into that position. Now, therefore, be it

Resolved, the Ramsey/Washington Recycling and Energy Board hereby approves the position description

for Facility Manager.



Bigham ___ ___

Carter ___ ___ _________________________


Kriesel ___ ___

Ortega ___ ___

Miron ___ ___ ______________________________


Rettman ___ ___

McGuire (Alt) ___ ___ __________________________


109

R&E BOARD MEETING DATE: October 22, 2015 AGENDA ITEM: VII. a.

SUBJECT: BizRecycling Update





EXECUTIVE SUMMARY:

The BizRecycling program is taking valuable strides towards source separated organics and recycling recovery from businesses, large and small, across the East Metro. A full program update will be provided at the R&E Board meeting including highlights of key projects, sharing testimonials gathered from current grantees, and upcoming Commercial Recycling Law.

Business Engagement Businesses and institutions remain very engaged in the BizRecycling program and are actively working to develop programs and apply for grants. In 2015, BizRecycling, primarily through Minnesota Waste Wise and J.L. Taitt and Associates, has worked directly on program development with nearly 400 businesses through September 30th.

BizRecycling Grant Program Update Since its launch on June 1, 2014 to September 30, 2015, 181 grants (Starter and Reward) and labels have been distributed in the amount of $920,000. The grants are supporting the recycling and food/source separated organics (SSO) recovery programs of over 250 businesses. The Business Recycling Grants are successfully breaking down common barriers found when undertaking or improving recycling and food/source separated organics (SSO) recovery programs, leading to long‐term program improvements that divert increasing portions of recyclables and food/SSO from trash.

BizAware Grant Update The BizAware, Advocates for Waste and Recycling Education, partnership agreements have been successfully completed with three business organizations:

White Bear Area Chamber of Commerce working with the business organizations in

the Cities of Hugo and Maplewood

Main Street Stillwater Independent Business Alliance

Vadnais Heights Economic Development Corp.

ATTACHMENTS:

None.

110

SUBJECT: BizRecycling Update



None.



10/15/15


10/15/15



10/15/15

OTHER

111