HomeMy WebLinkAbout1997-371
1
2
3 RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING THE
EXECUTION OF THE WASTE DISPOSAL AGREEMENT BETWEEN THE COUNTY
4 OF SAN BERNARDINO WASTE SYSTEMS DIVISION AND THE CITY OF SAN
BERNARDINO.
5
RESOLUTION NO. 97-371
BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE
CITY OF SAN BERNARDINO AS FOLLOWS:
6
7
8
SECTION 1. The Mayor is hereby authorized and directed to execute on behalf of said
9 City the Waste Disposal Agreement between the County of San Bernardino and the City of San
10 Bernardino, a copy of which is attached hereto, marked Exhibit "A" and incorporated herein by
11 reference as fully as though set forth at length,
12
13
SECTION 2. The authorization to execute the above referenced agreement is rescinded
if the parties to the agreement fail to execute it within sixty (60) days of the passage of this
14
15 resolution.
16 III
17 III
18 III
19
III
20
21 III
22 III
23 III
24
11/
25
1/1
26
27 November 06,1997
28
97-371
1
2
3
4
5
6
7
RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING THE
EXECUTION OF THE WASTE DISPOSAL AGREEMENT BETWEEN THE COUNTY
OF SAN BERNARDINO AND THE CITY OF SAN BERNARDINO
I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Mayor and
Common Council of the City of San Bernardino at ajoint regulall11eeting thereof, held on the
15th day of December , 1997 by the following vote, to wit:
Council Members
NAYS
ABSTAIN ABSENT
AYES
x
x
x
x
x
x
x
16
17 The foregoing resolution is hereby approved this l'll.!.. day of DeCember, 1997.
18
19
20
.-r- ~ \
y;' L'(g-{
:::;L~~. R, Mayor -
City of San Bernardino
21
22 Approved as to form and
23 legal content:
24
25
26 BY:
27
November 6, 1997
28
2
fJ/ ,1(1; L
'v4t:L<:..4(.(A..., L{--tc!c4~
~CHEL CLARK, CITY CLERK
CITY OF SAN BERNARDINO
97-371
Agree. 97-1051
REPORT/RECOMMENDATION TO THE BOARD OF SUPERVISORS
OF SAN BERNARDINO COUNTY, CALIFORNIA
AND RECORD OF ACTION
~
December 16, 1997
FROM:
GERRY NEWCOMBE, Contract Administrator
Public Services Group, Waste System Division
SUBJECT:
WASTE DELIVERY AGREEMENT BETWEEN THE COUNTY AND THE CITY OF
SAN BERNARDINO
RECOMMENDATION: Approve 15 year Waste Delivery Agreement (yVDA) with the City of San
Bemardino for use of the County landfill system, from January 1, 1998 to December 31,2012.
BACKGROUND INFORMATION: On November 4, 1997, the Board approved a standard WDA and
directed staff to present the agreement to cities for approval and retum any signed agreements to the
Board for final approval. The San Bemardino City Council approved the WDA on December 15,1997.
Approval of the recommendation will result in the adoption of the WDA whereby the City of San
Bemardino is obligated to deliver all of its controllable waste to the Colton and Mid Valley Landfills for
15 years, and the County is obligated to provide capacity for that waste at a specified contract rate
reimbursed by the City.
When WDA's representing 60 percent of the system tonnage of 1,390,000 tons (less the
unincorporated tonnage which will be controlled by the County through franchise agreements) have
been executed, it will be necessary to modify the compensation provisions in NORCAL's contract.
Staff has met with NORCAL and reached agreement on the rational for a revised compensation
program that is consistent with the controls placed on the contract rate contained in the WDA's. The
WSD will present the modified compensation program for Board consideration when the 60 percent
threshold is within reach, Prior to reaching that threshold, the system can continue to function with the
existing compensation program in place,
REVIEW BY OTHERS: This item has been reviewed by Deputy County Counsel Robert L. Jocks on
December 5, 1997,
FINANCIAL IMPACT: This action will have no impact on the General Fund. The difference between
the existing $33/ton tip fee and the $28.50/ton contract rate will result in reduced revenue to the
Division in Fiscal Year 1997/98. This reduction will be offset by a combination of expenditure
reductions and new revenue sources,
SUPERVISORIAL DISTRICT(S): Fifth
cc:
WSD-Newcombe w/4 agrees.
Contractor c/o WSD w/2
agrees.
Auditor w/agree.
Contract Compl. w/agree,
Co. Counsel-Jocks
File w/agree.
Record of Action of the Board of Supervisors
AGREEMENT 97-1051
E BOARD OF SUPERVISORS
ERNARDINO
MOTION .JlYli
&
Iw
EA
BY
RfN 07/97
ITEM 050a
.
97-371
..
.
EXECUTION COPY
WASTE DISPOSAL AGREEMENT
Between
THE COUNTY OF SAN BERNARDINO, CALIFORNIA
and
THE CITY OF SAN BERNARDINO
Dated December 16,1997
County Authorization Date:
December 16. 1997
County Notice Address:
City Authorization Date:
December 15. 1997
City Notice Address:
Emergency Contact:
Emergency Contact:
97,371
WASTE DISPOSAL AGREEMENT
TillS WASTE DISPOSAL AGREEMENT is made and dated as of the date indicated on the
cover page hereof between the County of San Bernardino, a political subdivision of the State of California
(the "County"), and the City designated on the cover page of this Agreement, a general law or charter city
and political subdivision of the State of California (the "City"),
RECITALS
The County owns, manages and operates a sanitary landfill system for the disposal of
municipal solid waste generated in the unincorporated area within the County and which it has made
available for the disposal of municipal solid waste generated within cities located within the County (the
"Disposal System"). The Disposal System currently includes 12 active landfills and is expected to consist
of five active landfills upon implementation of the Solid Waste Partnership Strategy and Implementation
Plan.
The Disposal System is used for the disposal of municipal solid waste which is not
composted, reused, recycled, transformed or otherwise diverted from landfill disposal, pursuant to the
California Integrated Waste Management Act of 1989 (Division 30 of the California Public Resources Code),
The Act, which mandates the diversion of50% of waste from landfill disposal by 2000, has already reduced
the volume of waste delivered to the landfills,
The County wishes to enter into an agreement with the City to accept all of the City's
municipal solid waste in the Disposal System for the term and subject to the provisions of this Agreement,
and the City desires to use all legal and contractual powers it possesses to deliver or cause to be delivered
the municipal solid waste generated within its boundaries to the Disposal System for the term of and subject
to the provisions of this Agreement.
The City, in the exercise of its police power and its powers under the Act, either (i) has
entered into a franchise or other agreement with or issued permits or licenses to one or more private haulers
for the collection and disposal of municipal solid waste generated within the City or (ii) collects municipal
solid waste generated within the City in City owned and operated collection vehicles.
The City has determined that the execution of this Agreement by the City will serve the
public health, safety and welfare of the City by providing greater disposal rate stability, more predictable
and reliable long-term disposal service, and the continuation of sound environmental management.
The County has determined that the execution by the County of this Agreement will serve
the public health, safety and welfare by providing a more stable, predictable and reliable supply of municipal
solid waste and the resulting service payment revenue to the Disposal System, thereby enabling the County
to plan, manage, operate and finance improvements to the Disposal System on a more prudent and sound
long term, businesslike basis.
Official action approving this Agreement and determining it to be in the public interest and
authorizing its execution and delivery was duly taken by the County on the County authorization date
indicated on the cover page hereof.
Official action approving this Agreement and determining it to be in the public interest and
authorizing its execution and delivery was duly taken by the City on the City authorization date indicated
on the cover page hereof.
97-371
~.' ;
It is, therefore, agreed as follows:
\
2
\
\\
,
",
\,
\
,
,
,
,
\
,
,
,
,
>.. ,....
"
\
,
97-371
ARTICLE I
DEFINITIONS AND INTERPRETATION
SECTION 1,1, DEFINITIONS. As used in this Agreement, the following terms shall have
the meanings set forth below,
"Acceptable Waste" means all garbage, refuse, rubbish and other materials and substances
discarded or rejected as being spent, useless, worthless or in excess to the owners at the time of such discard
or rejection and which are normally disposed of by or collected from residential (single family and multi-
family), commercial, industrial, governmental and institutional establishments which are acceptable at Class
llllandfills under Applicable Law (including, without limitation, the Legal Entitlements for each facility),
"Act" means the California Integrated Waste Management Act of 1989 (Division 30 of the
California Public Resources Code), as amended, supplemented, superseded and replaced from time to time.
"Agreement" means this Waste Disposal Agreement between the County and the City as the
same may be amended or modified from time to time in accordance herewith,
"Appendix" means an appendix to this Agreement, as the same may be amended or modified
from time to time in accordance with the terms hereof.
"Applicable Law" means the Act, the San Bernardino County Code, CERCLA, RCRA,
CEQA, any Legal Entitlement and any federal or state rule, regulation, requirement, guideline, permit,
action, determination or order of any Governmental Body having jurisdiction, applicable from time to time
to the siting, design, permitting, acquisition, construction, equipping, financing, ownership, possession,
operation or maintenance of the Disposal System, the transfer, handling, transportation and disposal of
Acceptable Waste, Unacceptable Waste, or any other transaction or matter contemplated hereby (including
any of the foregoing which concern health, safety, fire, environmental protection, mitigation monitoring
plans and building codes,),
"Board" means the California Integrated Waste Management Board,
"CEQA" means the California Environmental Quality Act, codified at Cal. Pub, Res. Code
Section 21000 et seo, (West 1996) as amended or superseded, and the regulations promulgated thereunder,
"CERCLA" means the Comprehensive Environmental Responsibility Compensation and
Liability Act, 42 U,S.C.A, Section 9601 et seo, (West 1995 & Supp. 1996), as amended or superseded, and
the regulations promulgated thereunder,
"Change in Law" means any of the following events or conditions which has a material and
adverse effect on the performance by the parties of their respective obligations under this Agreement (except
for payment obligations), or on the siting, design, permitting, acquisition, construction, equipping, fmancing,
ownership, possession, operation or maintenance of the Disposal System or other matters to which
Applicable Law applies:
(I) the enactment, adoption, promulgation, issuance, material modification or written
change in administrative or judicial interpretation on or after the Commencement Date of any
Applicable Law (other than Applicable Law enacted by the County);
3
97-371
,,>
(2) the order or judgment of any Governmental Body (other than the County), on or
after the Commencement Date, to the extent such order or judgment is not the result of willful or
negligent action, error or omission or lack of reasonable diligence of the County or of the City,
whichever is asserting the occurrence of a Change in Law; provided, however, that the contesting
in good faith or the good faith decision not to contest any such order or judgment shall not constitute
or be construed as such a willful or negligent action, error or omission or lack of reasonable
diligence; or
(3) the denial of an application for, delay in the review, issuance or renewal of, or
suspension, termination, interruption, imposition of a new or more stringent condition in connection
with the issuance, renewal or failure of issuance or renewal on or after the Commencement Date of
any Legal Entitlement to the extent that such denial, delay, suspension, termination, interruption,
imposition or failure materially and adversely interferes with the performance of this Agreement,
if and to the extent that such denial, delay, suspension, termination, interruption, imposition or
failure is not the result of willful or negligent action, error or omission or a lack of reasonable
diligence of the County or of the City, whichever is asserting the occurrence of a Change in Law;
provided, however that the contesting in good faith or the good faith decision not to contest any such
denial, delay, suspension, termination, interruption, imposition or failure shall not be construed as
such a willful or negligent action, error or omissionor lack of reasonable diligence,
"Change in Law" shall not include actions taken by Governmental Bodies to enforce requirements of
Applicable Law.
"City" means, as applicable, the city designated on the cover page of this Agreement and
party to this Agreement.
"City Acceptable Waste" means all Acceptable Waste which was originally discarded by
the first generator thereof within the geographical limits of the City, and Residue from the foregoing (or
Tonnage equivalencies of such Residues, as and to the extent provided in subsection 3,1 (C) hereof),
"Contract Date" means the date of delivery of this Agreement as executed by the parties
hereto.
"Contract Rate" has the meaning specified in Section 4,2 hereof.
"Contract Year" means the fiscal year commencing on July 1 in any year and ending on June
30 ofthe following year.
"Controllable Waste" means all City Acceptable Waste with respect to which the City has
the legal or contractual ability to determine the disposal location therefor and which is:
(1) Non-Diverted City Acceptable Waste;
(2) not generated from the operations of the Governmental Bodies which, under
Applicable Law, have the independent power to arrange for the disposal of the waste they generate
(such as school districts and State correctional facilities);
(3) not Residue excluded from the Waste Delivery Covenant pursuant to Section
3.l(C);
(4) not inert materials, construction and demolition debris, green waste and other
materials which can be disposed at landfills other than Class III landfills; and
(5) collected and hauled by Franchise Haulers.
4
9'7-371
"County" means the County of San Bernardino, a political subdivision of the State of
California and party to this Agreement.
"County Waste Management Enterprise Fund" means the waste management enterprise fund
established and managed by the County pursuant to Section 25261 of the Government Code separate from
its other funds and accounts for receipts and disbursements in connection with the Disposal System,
"County-wide Recycling Services" has the meaning set forth in subsection 3,6(A) hereof.
"Designated Disposal Facility" means the sanitary landfill or other facility operated by or
for the County as part of the Disposal System which is designated in Appendix 1 hereto as the disposal
location for Controllable Waste delivered to the County pursuant hereto as of the Commencement Date, or
such other additional, alternate or replacement sanitary landfills or other disposal facilities as may be
designated by the County as the Designated Disposal Facility (subject to the approval of the City) in
accordance with Section 3,2 hereof.
"Disposal Agreements" means each of the waste disposal agreements entered into between
the County and any city within the County in accordance herewith,
"Disposal Services" means the solid waste disposal services to be provided by the County
pursuant to the Service Covenant and otherwise hereunder.
"Disposal System" means all sanitary landfills and other solid waste transfer, transportation,
storage, handling, processing and disposal facilities, now or at any time owned, leased, managed, operated
by or under contract to the County for the acceptance, handling, processing and disposal of Acceptable Waste
delivered by or on behalf of the City under this Agreement, including the Designated Disposal Facilities
listed on Appendix 1 and any expansion thereof, all as more particularly described in the Solid Waste
Partnership Strategy and Implementation Plan,
"Disposal System Component" means any landfill, facility, structure, work, equipment, site
or other real or personal property constituting a component part of the Disposal System.
"Diverted City Acceptable Waste" means any otherwise Controllable Waste which is
separated from Acceptable Waste by the generator thereof or by processing and which is "diverted" within
the meaning of Section 40 I 80 of the Public Resources Code.
"Franchise Hauler" means any hauler or collector who provides Acceptable Waste collection
services within the City pursuant to, or under authority granted by, a contract, franchise or other agreement
with the City, The term Franchise Hauler includes the City itself if Acceptable Waste collection and
transportation services are provided directly by City operated municipal collection service,
"Governmental Body" means any federal, State, county, city or regional legislative,
executive, judicial or other governmental board, agency, authority, committee, administration, court or other
body, or any officer thereof acting within the scope of his or her authority,
"Hazardous Substance" has the meaning given such term in the Resource Conservation and
Recovery Act, 42 U,S,C. 6901 et seq., CERCLA, and all future amendments to either of them or as defined
by California statute or by the California Environmental Protection Agency or the California Integrated
Waste Management Board, or any of them.
5
97-371
,
"Hazardous Waste" means (a) any waste which by reason of its quality, concentration,
composition or physical, chemical or infectious characteristics may do either of the following: cause, or
significantly contribute to, an increase in mortality or an increase in serious irreversible, or incapacitating
reversible, illness, or pose a substantial threat or potential hazard to human health or the environment, or any
waste which is defined or regulated as a hazardous waste, toxic substance, hazardous chemical substance or
mixture, or asbestos under Applicable Law, as amended from time to time including, but not limited to: (1)
the Resource Conservation and Recovery Act and the regulations contained in 40 CFR Parts 260-281; (2)
the Toxic Substances Control Act (15 U.S,c. Sections 2601 et sea,) and the regulations contained in 40 CFR
Parts 761-766; (3) the California Health and Safety Code, Section 25117 (West 1992 & Supp. 1996); (4) the
California Public Resources Code, Section 40 141 (West 1996); (5) CERCLA and regulations promulgated
thereunder and (6) future additional or substitute Applicable Law pertaining to the identification, treatment,
storage or disposal of toxic substances or hazardous wastes; or (b) radioactive materials which are source,
special nuclear or by-product material as defined by the Atomic Energy Act of 1954 (42 U,S,C, Section 2011
et J!lm.) and the regulations contained in 10 CFR Part 40,
"Imported Acceptable Waste" means Acceptable Waste that is generated outside of the
geographical boundaries of the County and delivered to the Disposal System.
"In-County Processing Facility" means any Processing Facility located within the
geographical boundaries of the County, whether owned and/or operated by the County, any city, or private
operator,
"Independent Haulers" means those waste collection/hauler companies primarily engaged
as a principal business in the collection and transportation of municipal solid waste generated in the County
of San Bernardino and not under a franchise or other contract with a city in the County,
"Term" has the meaning specified in Section 6,l(A) hereof.
"Legal Entitlement" means all permits, licenses, approvals, authorizations, consents and
entitlements of whatever kind and however described which are required under Applicable Law to be
obtained or maintained by any person with respect to the Disposal System or the performance of any
obligation under this Agreement or the matters covered hereby.
"Legal Proceeding" means every action, suit, litigation, arbitration, administrative
proceeding, and other legal or equitable proceeding having a bearing upon this Agreement,
"Loss-and-Expense" means any and all loss, liability, obligation, damage, delay, penalty,
judgment, deposit, cost, expense, claim, demand, charge, tax, or expense, including all fees and costs,
"Out-of-County Processing Facility" means a Processing Facility located outside the
geographical boundaries of the County,
"Non-Diverted City Acceptable Waste" means all City Acceptable Waste other than Diverted
City Acceptable Waste.
"Overdue Rate" means the post-judgment rate of interest specified by the laws of the State,
"Processing Facility" means any materials recovery facility, composting facility,
intermediate processing center, recycling center, incinerator or other waste management facility to which
City Acceptable Waste is delivered for processing prior to disposal.
6
97-371
"Prohibited Medical Waste" means any medical or infectious waste prohibited or restricted
under Applicable Law from being received by or disposed at the Disposal System,
"Qualified Household Hazardous Waste" means waste materials determined by the Board,
the Department of Health Services, the State Water Resources Control Board, or the Air Resources Board
to be:
(1) Of a nature that they must be listed as hazardous in State statutes and regulations;
(2) Toxic/ignitable/corrosive/reactive; and
(3) Carcinogenic/mutagenic/teratogenic;
which are discarded from households as opposed to businesses, Qualified Household Hazardous Waste shall
not include Unacceptable Waste,
"Residue" means any material remaining from the processing in permitted solid waste
facilities or other facilities, by any means and to any extent, of City Acceptable Waste or Diverted City
Acceptable Waste,
"Resource Conservation and Recovery Act" or "RCRA" means the Resource Conservation
and Recovery Act, 42 U.S,C.A. Section 6901 et seo, (West 1983 & Supp 1989), as amended and superseded.
"Self-Hauled Waste" means City Acceptable Waste collected and hauled by Self-Haulers.
"Self-Hauler" means any person not engaged commercially in waste haulage who collects
and hauls Acceptable Waste generated from residential or business activities conducted by such person.
"Service Covenant" means the covenants and agreements of the County set forth in Sections
3,2 and 3.3 hereof.
"State" means the State of California,
"Term" shall mean the Term of this Agreement specified in Section 6.1.
"Ton" means a "short ton" of2,000 pounds,
"Transfer Station" means any transfer station or other waste handling or management facility
to which solid waste collected for the City is delivered for transfer, processing or transformation before
disposal in the Disposal System,
"Unacceptable Waste" means Hazardous Waste; Hazardous Substances; Prohibited Medical
Waste; Qualified Household Hazardous Waste separated from Acceptable Waste (or otherwise identified
by the County in loads otherwise containing Acceptable Waste); explosives, ordnance, highly flammable
substances, and noxious materials and lead-acid batteries (except if delivered in minimal quantities); drums
and closed containers; liquid waste, oil, human wastes; machinery and equipment from commercial or
industrial sources, such as hardened gears, shafts, motor vehicles or major components thereof, agricultural
equipment, trailers, marine vessels and steel cable; hot loads; and any waste which the Disposal System is
prohibited from receiving under Applicable Law,
"Uncontrollable Circumstance" means any act, event or condition affecting the Disposal
System, the County, the City, or any of their Franchise Haulers, contractors or suppliers to the extent that
7
97-371
.
it materially and adversely affects the ability of either party to perform any obligation under the Agreement
(except for payment obligations), if such act, event or condition is beyond the reasonable control and is not
also the result of the willful or negligent act, error or omission or failure to exercise reasonable diligence on
the part of the party relying thereon as justification for not performing an obligation or complying with any
condition required of such party under the Agreement; provided, however, that the contesting in good faith
or the good faith decision not to contest such action or inaction shall not be construed as willful or negligent
action or a lack of reasonable diligence of either party. Examples of Uncontrollable Circumstances are:
(1) an act of God, landslide, lightning, earthquake, fire, explosion, flood, sabotage or similar
occurrence, acts of a public enemy, extortion, war, blockade or insurrection, riot or civil disturbance;
and
(2) a Change in Law,
It is specifically understood that none of the following acts or conditions shall constitute Uncontrollable
Circumstances: (a) general economic conditions, interest or inflation rates, currency fluctuations or changes
in the cost of fuel, the availability of commodities, supplies or equipment; (b) changes in the financial
condition of the County, the City or any Subcontractor affecting their ability to perform their obligations;
(c) the consequences of errors, neglect or omissions by the County, the City, or any Subcontractor of any tier
in the performance of their obligations hereunder; (d) union work rules, requirements or demands which have
the effect of increasing the number of employees employed in connection with the Disposal System or
otherwise increase the cost to the County of operating and maintaining the Disposal System or providing the
Disposal Services; (e) strikes, work stoppages or other labor disputes or disturbances occurring with respect
to any activity performed or to be performed by the City or the County or any of the City's or County's
Subcontractors in connection with the Disposal System or the Disposal Services; (t) any failure of any
Subcontractor to furnish labor, materials, service or equipment for any reason (other than an Uncontrollable
Circumstance); (g) equipment failure; (h) any impact of minimum wage law, prevailing wage law, customs
or practices on the County's construction or operating costs; or (i) changing conditions in the local, regional,
or national waste disposal market.
"Unincorporated Area" means those portions of the County which are not contained within
the jurisdictional boundaries of incorporated cities,
"Waste Disposal Covenant" means the covenants and agreements of the City set forth in
Section 3. I hereof.
SECTION 1.2, INTERPRETATION, In this Agreement, unless the context otherwise
reqUIres:
(A) References Hereto. The terms "hereby", "hereof', "herein", "hereunder" and any similar
terms are references to this Agreement, and the term "hereafter" means after, and the term "heretofore"
means before, the Contract Date,
(B) Gender and Plurality. Words of the masculine gender mean and include correlative
words of the feminine and neuter genders and words importing the singular number mean and include the
plural number and vice versa.
(C) Persons, Words importing persons include firms, companies, associations, general
partnerships, limited partnerships, trusts, business trusts, corporations and other legal entities, including
public bodies, as well as individuals,
8
97-371
"
(D) Headinl!s, The table of contents and any headings preceding the text of the Articles,
Sections and subsections of this Agreement shall be solely for convenience of reference and shall not
constitute a part of this Agreement, nor shall they affect its meaning, construction or effect.
(E) Entire Al!reement. This Agreement contains the entire agreement between the parties
hereto with respect to the transactions contemplated by this Agreement and, except as expressly provided
otherwise herein, nothing in this Agreement is intended to confer on haulers or any other person other than
the parties hereto and their respective permitted successors and assigns hereunder any rights or remedies
under or by reason of this Agreement.
(F) Countemarts, This Agreement may be executed in any number of original counterparts,
All such counterparts shall constitute but one and the same Agreement.
(G) Aoolicable Law. This Agreement shall be governed by and construed in accordance
with the Applicable Laws of the State of California,
(H) Accountinl! Terms, All accounting terms used but not specifically defined herein shall
be construed in accordance with, all accounting determinations hereunder to be made shall be prepared in
accordance with generally acceptable accounting principles applied on a consistent basis,
(I) Severability, If any clause, provision, subsection, Section or Article of this Agreement
shall be ruled invalid by any court of jurisdiction, then the parties shall: (1) promptly meet and negotiate a
substitute for such clause, provision, subsection, Section or Article which shall, to the greatest extent legally
permissible, effect the intent of the parties therein; (2) if necessary or desirable to accomplish item (1) above,
apply to the court having declared such invalidity for a judicial construction of the invalidated portion of this
Agreement; and (3) negotiate such changes in, substitutions for or additions to the remaining provisions of
this Agreement as may be necessary in addition to and in conjunction with items (1) and (2) above to effect
the intent of the parties in the invalid provision. The invalidity of such clause, provision, subsection, Section
or Article shall not affect any of the remaining provisions hereof, and this Agreement shall be construed and
enforced as if such invalid portion did not exist, unless such invalidity frustrates the underlying primary
purpose of the Agreement.
(J) lntel!ration, This Agreement contains the entire agreement between the parties with
respect to the transactions contemplated hereby. This Agreement shall completely and fully supersede all
prior understandings and agreements between the Parties with respect to such transactions.
(K) Recitals. The recitals to this Agreement are not intended to bind the parties hereto. In
the event of a conflict between the recitals and the operative provisions of this Agreement, the operative
provisions shall prevail. The recitals shall not be used to interpret the provisions of the Agreement.
9
CJ7-371\
"
ARTICLE II
REPRESENT A TIONS AND WARRANTIES
SECTION 2.1, REPRESENT A TIONS AND WARRANTIES OF THE CITY. The City
represents and warrants that:
(A) Existence. The City is a general law or charter city validly existing under the
Constitution and laws of the State,
(B) Due Authorization. The City has duly authorized the execution and delivery of this
Agreement, and this Agreement has been duly executed and delivered by the City,
(C) No Conflict. Neither the execution nor the delivery by the City of this Agreement nor
the performance by the City of its obligations hereunder nor the consummation by the City of the
transactions contemplated hereby (1) conflicts with, violates or results in a breach of any Applicable Law
or (2) conflicts with, violates or results in a breach of any term or conditions of any contract, agreement,
franchise, judgment, instrument or decree to which the City is a party or by which the City or any of its
properties or assets are bound, or constitutes a default under any such contract, franchise, judgment, decree,
agreement or instrument.
(D) No Litigation, There is no action, suit or other proceeding, at law or equity, before or
by any court or Governmental Body pending or, to the City's best knowledge, threatened against the City in
which an unfavorable decision, ruling or finding which would materially and adversely affect the validity
of or enforceability of this Agreement or any other agreement or instrument to be entered into by the City
in connection with the transactions contemplated hereby, or which would materially and adversely affect the
performance by the City of its obligations hereunder or under any such other agreement or instrument.
SECTION 2.2, REPRESENTATIONS AND WARRANTIES OF THE COUNTY, The
County represents and warrants that:
(A) Existence, The County is a political subdivision of the State of California validly
existing under the Constitution and laws of the State,
(B) Due Authorization, The County has duly authorized the execution and delivery of this
Agreement, and this Agreement has been duly executed and delivered by the County.
(C) No Conflict. Neither the execution nor the delivery by the County of this Agreement
nor the performance by the County of its obligations hereunder nor the consummation by the County of the
transactions contemplated hereby (1) conflicts with, violates or results in a breach of any Applicable Law
or (2) conflicts with, violates or results in a breach of any term or conditions of any contract, agreement,
franchise, judgment, instrument or decree to which the County is a party or by which the County or any of
its properties or assets are bound, or constitutes a default under any such contract, franchise, judgment,
decree, agreement or instrument.
(D) No Litigation, There is no action, suit or other proceeding, at law or equity, before or
by any court or Governmental Body pending or, to the County's best knowledge, threatened against the
County in which an unfavorable decision, ruling or finding which would materially and adversely affect the
validity of or enforceability of this Agreement or any other agreement or instrument to be entered into by
the County in connection with the transactions contemplated hereby, or which would materially and
10
97-371
adversely affect the performance by the County of its obligations hereunder or under any such other
agreement or instrument.
\
,
\
\
\,
\
'\
\
"
,
\',
\,\.
\
\,
\
\
\
\
'\
\,
\
\
'\
11
,
\
'\,
\
97-371
ARTICLE III
DELIVERY AND ACCEPTANCE OF WASTE
AND PROVISION OF DISPOSAL SERVICE
SECTION 3,1, DELIVERY OF WASTE, (A) Waste Disoosal Covenant. Subject to the occurrence
of the Commencement Date and throughout the Term of this Agreement, the City shall exercise all legal and
contractual power and authority which it may possess from time to time to deliver or cause the delivery of
all Controllable Waste to the Disposal System in accordance herewith beginning on January 1, 1998.
(B) Diverted Citv Acceptable Waste, The parties hereto acknowledge the responsibility
of the City to meet the recycling and landfill diversion goals contained in the Act. Nothing in this
Agreement is intended or shall be interpreted to prohibit or impair the ability of the City to meet or exceed
such responsibilities, or to restrict the right of the residents, businesses or organizations in the City to
practice source separation, source reduction, recycling, composting or other materials recovery activities,
or to restrict the right of the City to conduct, sponsor, encourage or require such activities in any form, No
reduction in the amount of Controllable Waste generated in the City and delivered to the Disposal System
by or on behalf of the City which may result from any such source separation or recycling program (whether
or not such program meets or exceeds the diversion requirements of the Act) shall cause the City any liability
hereunder and shall not constitute a breach of this Agreement.
[SECTION TO BE USED IF ALL WASTE CURRENTLY STAYS WITHIN COUNTY]
(C) Waste Delivered to Transfer Station or Processinl! Facilities. Subject to the provisions of
this Section, all Residue from any processing of Controllable Waste by materials recovery, composting,
recycling or other means, performed at In-County Processing Facilities or Out-of-County Processing
Facilities shall constitute Controllable Waste and be subject to the Waste Disposal Covenant. The County
specifically acknowledges that the City shall have the right to deliver or cause the delivery of City
Acceptable Waste to Out-of-County Processing Facilities, and that the City is not obligated to require that
Residue from such Out-of-County Processing Facilities be delivered to the Disposal System, after final
processing or re-processing of such Residue as long as such Residue from Out-of-County Processing
Facilities does not exceed, in any Contract Year, the lesser of (i) 40% of the amount of City Acceptable
Waste delivered to such Out-of-County Processing Facility in such Contract Year or (ii) 2% of the total
amount of Controllable Waste generated in the City during such Contract Year, To the extent that Residue
from the processing of Controllable Waste exceeds the amount specified in the preceding sentence, the City
shall exercise all legal and contractual authority which it may possess from time to time to require that such
excess Residue be delivered to the Disposal System, and shall include a requirement to that effect in any
contracts, agreements or other arrangements for processing at Out-of-County Processing Facilities which
it enters into or amends after the Contract Date, Where City Acceptable Waste is processed at an In-County
or Out-of-County Processing Facility which concurrently processes other Acceptable Waste in a manner
which produces commingled residue which cannot be traced to a geographic source, generic residues from
such Processing Facility in Tonnage equal to the residues that would have been produced had City
Acceptable Waste only been processed at the facility shall constitute Controllable Waste and be subject to
the Waste Disposal Covenant (subject to the exclusion from Controllable Waste of the amounts of Residue
from Out-of-County Processing Facilities specified in this Section 3,l(C),) Such generic residues shall be
delivered to the Disposal System regularly, in approximately the same frequency as deliveries of City
Acceptable Waste to the Processing Facility. (In making any determination of Residue attributable to the
City, the City may rely on the reports or certifications of the owner or operator of the Transfer Station or
Processing Facility,)
[FOLLOWING SECTION TO BE USED IF WASTE CURRENTLY PROCESSED OUT-OF-
COUNTY]
12
97-371
(C) Waste Delivered to Transfer Station or Processin~ Facilities, Subject to the provisions of
this Section, all Residue from any processing of Controllable Waste by materials recovery, composting,
recycling or other means, performed at In-County Processing Facilities or Out-of-County Processing
Facilities shall constitute Controllable Waste and be subject to the Waste Disposal Covenant, The County
acknowledges that a portion of Controllable Waste, (i) the subject of a franchise, contract or other agreement
which provides for the processing of such portion of Controllable Waste at an Out-of-County Processing
Facility and (ii) was, as of July I, 1997, and is, as of the Contract Date being actually delivered to an Out-of
County Processing Facility pursuant to such franchise, contract or other agreement. With respect to the
portion of Controllable Waste which is subject to the franchise, contract or other agreement described in this
Section the City is not obligated to require that Residue from such Out-of-County Processing Facilities be
delivered to the Disposal System, after final processing or re-processing of such Residue as long as such
Residue from Out-of-County Processing Facilities does not exceed, in any Contract Year, the lesser of (i)
40% of the amount of City Acceptable Waste delivered to such Out-of-County Processing Facility in such
Contract Year or (ii) 7% of the total amount of Controllable Waste generated in the City during such
Contract Year, However, the City agrees that upon the expiration date of such franchise, contract or
agreement (as such expiration date exists as of the Contract Date, without any renewal, amendment or
modification thereof) the City will not be obligated to require that Residue from such Out-of-County
Processing Facilities be delivered to the Disposal System, after final processing or re-processing of such
Residue as long as such Residue from Out-of-County Processing Facilities does not exceed, in any Contract
Year, the lesser of (i) 40% of the amount of City Acceptable Waste delivered to such Out-of-County
Processing Facility in such Contract Year or (ii) 2% of the total amount of Controllable Waste generated in
the City during such Contract Year To the extent that Residue from the processing of Controllable Waste
exceeds the amount specified in this Section, the City shall exercise all legal and contractual authority which
it may possess from to time to time to require that such excess Residue be delivered to the Disposal System,
and shall include a requirement to that effect in any contracts, agreements or other arrangements for
processing at Out-of-County Processing Facilities which it enters into or amends after the Contract Date,
Where City Acceptable Waste is processed at an In-County or Out-of-County Processing Facility which
concurrently processes other Acceptable Waste in a manner which produces commingled residue which
cannot be traced to a geographic source, generic residues from such Processing Facility in Tonnage equal
to the residues that would have been produced had City Acceptable Waste only been processed at the facility
shall constitute Controllable Waste and be subject to the Waste Disposal Covenant (subject to the exclusion
from Controllable Waste of the amounts of Residue from Out-of-County Processing Facilities specified this
Section 3,l(C),) Such generic residues shall be delivered to the Disposal System regularly, in approximately
the same frequency as deliveries of City Acceptable Waste to the Processing Facility, (In making any
determination of Residue attributable to the City, the City may rely on the reports or certifications of the
owner or operator of the Transfer Station or Processing Facility.)
(D) Power to Obligate Waste Disoosal and Comolv with this A~reement. On or before
January 1, 1998, (i) any City franchise, contract, lease, or other agreement which is lawfully in effect relating
to or affecting Controllable Waste shall provide, or shall have been amended to provide, that the City shall
have the right without material restriction on and after the January 1, 1998 to direct the delivery of all
Controllable Waste to a disposal location selected by the City (whether or not such Controllable Waste is
delivered to a transfer station as an intermediate step prior to landfill disposal) and otherwise to comply with
its obligations under this Agreement with respect to Controllable Waste and Franchise Haulers, (ii) the City
shall designate the Designated Disposal Site as the disposal location pursuant to such franchise, contract,
lease or other agreement and (iii) the City's Franchise Hauler shall execute the Hauler Acknowledgment
attached hereto as Appendix 2, pursuant to which the Franchise Hauler acknowledges the City's execution
of this Agreement, and agrees to comply with the Waste Disposal Covenant. Throughout the Term of this
Agreement the City (a) shall not enter into any franchise, contract, lease, agreement or obligation, issue any
permit, license or approval, or adopt any ordinance, resolution or law which is materially inconsistent with
13
97-371
"".',
the requirements of the Waste Disposal Covenant, and (b) shall maintain non-exclusive or exclusive
franchises or other contractual arrangements (or collection through City owned and operated collection
services) over any City Acceptable Waste which, as of the Contract Date, is subject to non-exclusive or
exclusive franchise or other contractual arrangements, The City agrees that the County shall be a third party
beneficiary of the obligation of Franchise Haulers to deliver Controllable Waste to the Disposal System, and
may directly enforce such obligation through any legal or means available; provided, however, that such
designation of the County as a third party beneficiary does not relieve the City of its obligations hereunder
to enforce the waste delivery obligation of the Franchise Haulers, The City shall notify in writing each
Franchise Hauler of the County's third party beneficiary rights,
(E) Waste Flow Enforcement. The City, in cooperation with the County, shall establish,
implement, carry out and enforce a waste flow enforcement program which is sufficient to assure the
delivery of all Controllable Waste to the Disposal System pursuant to and in accordance with the Waste
Disposal Covenant for disposal at the times and in the manner provided herein. The waste flow enforcement
program shall consist of amending City franchises with all Franchise Haulers, to the extent required by this
Section, and shall include in addition, to the extent necessary and appropriate in the circumstances to assure
compliance with the Waste Disposal Covenant, but shall not be limited to: (1) licensing or pennitting
Franchise Haulers, upon the condition of compliance with the Waste Disposal Covenant, (2) providing for
and taking appropriate enforcement action under any such franchise, license, or penn it, such as but not
limited to the suspension, revocation and tennination of collection rights and privileges, the imposition of
fines or collection of damages, and the exercise of injunctive relief against non-complying Franchise Haulers
and (3) causing any Transfer Station to which Controllable Waste is delivered for processing to deliver
certification, under the penalty of perjury, of the amounts of Controllable Waste received and Residue
remaining from processing at such Transfer Station, The City acknowledges and agrees that in the event of
a breach of the Waste Disposal Covenant by the City, the City shall pay the County an amount equal to 100%
multiplied by the Contract Rate in effect at the time of such breach multiplied by the number of tons of
Controllable Waste which were not delivered to the Disposal System as a result of the failure of the City to
comply with the Waste Disposal Covenant. The parties recognize that if the City fails to meet its obligations
hereunder, the County will suffer damages and that it is and will be impracticable and extremely difficult
to ascertain and detemline the exact amount of such damages. Therefore, the parties agree that the damages
specified above represent a reasonable estimate of the amount of such damages, considering all of the
circumstances existing on the date hereto, including the relationship of the sums to the range of harm to the
County that reasonably could be anticipated and anticipation that proof of actual damages would be costly
or inconvenient. In signing this Agreement, each party specifically confinns the accuracy of the statements
made above and the fact that each party had ample opportunity to consult with legal counsel and obtain an
explanation of this liquidated damage provision at the time that this Agreement was made,
(F) Lel!al Challenl!es to Franchise Svstem. The City shall use its best efforts to
preserve, protect and defend (by diligent pursuit of claims through the trial court level) its right to exercise
and comply with the Waste Disposal Covenant against any challenge thereto, legal or otherwise (including
any lawsuits against the City or the County, whether as plaintiff or defendant), by a Franchise Hauler or any
other person, based upon breach of contract, violation of law or any other legal theory, The City shall bear
the cost and expense of any such Legal Proceeding or other challenge, In the event any such Legal
Proceeding relating to the Waste Disposal Covenant or the City's exercise thereof establishes in a final
detennination that such covenant or exercise thereof is void, unlawful or unenforceable, or if any Franchise
Hauler fails to deliver Controllable Waste to the Disposal System in breach of its franchise with the City on
the grounds that a judicial determination made by any court or other Applicable Law has rendered its
obligation to deliver Controllable Waste to the Disposal System void, unlawful or unenforceable on any legal
grounds, with the result that actual waste deliveries of the City's Controllable Waste to the Disposal System
in any Contract Year fall below 93% of the amount of the City's Controllable Waste delivered to the
14
97-371
Disposal System during the preceding Contract Year, the County shall be entitled to terminate this
Agreement upon 60 days prior written notice to the City, Such right of the County to terminate must be
exercised within one year of the end of the Contract Year during which the delivery shortfalls described in
this Section giving rise to the right to terminate occurred. Upon any termination by the County pursuant to
the provisions of this Section, the obligations of the County pursuant to Section 7,3 hereof shall not apply
to any Loss-and-Expense of the City which may arise from deliveries of waste to the Disposal System after
such date of termination,
(G) Franchise Haulers. The City shall compile and provide the County with the
following information concerning all Franchise Haulers: name, address and phone number; identification
number; area of collection and transportation; and franchise and permit terms,
(H) Waste Information Svstem, The City shall cooperate with the County in collecting
information and otherwise monitoring Franchise Haulers in order to assure compliance with this Agreement.
Such information may include, to the extent practicable, data pertaining to Controllable Waste collected,
transported, stored, processed and disposed of; Diverted City Acceptable Waste collected, transported,
stored, processed and marketed or disposed of; Franchise Haulers' franchise, permit or license terms,
collection areas, transportation routes and compliance with Applicable Law; and all other information which
may reasonably be required by the County in connection with this Agreement.
(I) City Actions Affecting County, The City agrees not to conduct any disposal services
for Controllable Waste to be provided in competition with the Disposal Services provided by the County
hereunder, and not to take or omit to take any action with respect to Controllable Waste or its collection,
transportation, transfer, storage, treatment or disposal that may materially and adversely affect the County's
ability to achieve such timely compliance, The County acknowledges that development by the City (or
cooperation by the City in connection with the private development of) any materials recovery facility or
transfer station located within or without the City shall not violate the provisions of this section as long as
the ultimate disposal site for any Controllable Waste (or Residue therefrom) which is delivered to such
materials recovery facility or transfer station is the Disposal System, Notwithstanding the foregoing, the City
shall not be required to (i) approve or deny any permit or license or grant or refuse to grant any approval
while exercising its police powers or (ii) waive, modity or otherwise limit in any manner the City's land use
authority.
(J) No Ril!ht ofW aste Substitution, Nothing in this Agreement shall authorize or entitle
the City to deliver or cause the delivery to the Disposal System of Acceptable Waste originating from or
generated outside the jurisdiction of the City, nor obligate the County to receive or dispose of any such
Acceptable Waste. The City shall not assign in whole or in part its right to deliver or cause to be delivered
Controllable Waste to the County hereunder, and shall not permit any Acceptable Waste originating from
or generated outside the jurisdiction of the City to be substituted for Controllable Waste for any purpose
hereunder.
(K) Annexations and Restructurin~, It is the intention of the parties that this Agreement
and the obligations and rights of the City hereunder, including particularly the Waste Disposal Covenant and
the Contract Rate, shall, to the extent permitted by Applicable Law (and subject to any rights of waste
haulers operating in such areas prior to such annexation ), extend to any territory annexed by the City (or any
territory with respect to which the City assumes solid waste management responsibility from a sanitary
district or other public entity) and shall bind any successor or restructured Governmental Body which shall
assume or succeed to the rights of the City under Applicable Law.
15
97-371
SECTION 3.2, PROVISION OF DISPOSAL SERVICES BY THE COUNTY. (A) Service
Covenant. Commencing January 1, 1998, the County shall provide or cause the provision of the service of
(I) receiving and disposing of all Controllable Waste at the Designated Disposal Facility, (2) disposing in
accordance with subsection 3,2(C) hereof of Controllable Waste which, at any time and for any reason, is
in excess of the disposal capacity of the Designated Disposal Facility, and (3) in accordance with subsection
3.3(C) hereof, disposing of Unacceptable Waste inadvertently accepted at the Designated Disposal Facility,
The County shall do and perform all acts and things which may be necessary or desirable in connection with
its covenants in this subsection, including without limitation all planning, development, administration,
implementation, construction, operation, maintenance, management, financing and contract work related
thereto or undertaken in connection therewith, The County shall exercise all reasonable efforts to minimize
the costs incurred in complying with the Service Covenant consistent with its responsibilities hereunder and
under this Agreement, Applicable Law and prudent solid waste management practice and environmental
considerations, so as to enable the County to provide the services hereunder at the Contract Rate,
(B) Temoorarv Unavailability of Designated Disoosal Facility: Provision of Transfer
Capacity, The County shall immediately advise the City and Franchise Hauler by telephone and facsimile
of any situation, event or circumstance which results in the partial or complete inability of the County to
receive Controllable Waste at the Designated Disposal Facility, its effect on the County's ability to perform
its obligations hereunder, and the County's best estimate of the probable duration, The County shall confirm
such advice in writing within 24 hours of the occurrence of any such inability, The County shall use its best
efforts to resume normal operation of the Designated Disposal Facility as soon as possible in accordance
with subsection 3,2(C) hereof, In the event that, any time during the term hereof, the County is unable to
accept City Acceptable Waste for disposal at any particular Designated Disposal Facility for a period in
excess of 14 consecutive days, it shall nonetheless provide sufficient transfer capacity at such Designated
Disposal Facility, and shall accept for transfer and disposal City Acceptable Waste at such Designated
Disposal Facility for the Contract Rate, In the event that the County cannot provide such transfer capacity,
it shall be obligated to accept such City Acceptable Waste at another facility within the Disposal System and
to reimburse the City for any increased transportation cost (including without limitation, equipment rental
costs, overtime and increased fuel costs resulting from the unavailability of the Designated Disposal Facility)
incurred by the City or the Franchise Haulers in transporting City Acceptable Waste to another disposal
facility within the Disposal System, In the event that the County cannot provide disposal capacity at another
facility within the Disposal System, it shall be obligated to reimburse the City for (i) any increased
transportation cost (including without limitation, equipment rental costs, overtime and increased fuel costs
resulting from the unavailability of the Designated Disposal Facility) incurred by the City or the Franchise
Haulers in transporting City Acceptable Waste to any other disposal facility used by the City or Franchise
Hauler and (Ii) the amount, if any, by which the tipping fee at the alternative facility utilized by the City or
Franchise Hauler (because of the unavailability of any facility within the Disposal System) exceeds the then
current Contract Rate. The invoice shall include reasonable substantiation of the amount invoiced.
(C) Termination bv County in Certain Circumstances, In the event that the Designated Disposal
Facility becomes unavailable pursuant to Section 3,2(B) for a period exceeding 14 days, the County shall
have the right to terminate this Agreement pursuant to this Section, The County may exercise such right by
providing 10 days prior written notice thereof to the City, In the event that the County exercises such right,
the County shall be obligated to pay the City an amount equal to (i) any aggregate increased transportation
cost (including without limitation, equipment rental costs, overtime and increased fuel costs resulting from
the unavailability of the Designated Disposal Facility) reasonably expected to be incurred by the City or the
Franchise Haulers in transporting City Acceptable Waste to any other disposal facility used by the City or
Franchise Hauler for a period of one year following the date of termination and (ii) the aggregate amount,
if any, by which the tipping fee at the alternative facility utilized by the City or Franchise Hauler (because
of the unavailability of any facility within the Disposal System) is reasonably expected to exceed the then
16
I
,97-371-
current Contract Rate for a period of one year following the date of termination. Such amounts shall be
payable by the County within 60 days of the date of termination,
(D) ChanQe in Designated Disoosal Facilitv bv Mutual Consent, The Designated
Disposal Facility has been initially designated in Appendix 1 hereto, The Designated Disposal Facility may
be changed, and other Designated Disposal Facilities added, at any time with the mutual consent of the
parties.
(E) Change in DesiQnated Disposal Facility at City ReQuest. In the event the City
wishes to change the Designated Disposal Facility to another Disposal System Component, the City shall
provide written notice and the reasons therefor to the County, and shall indicate whether the requested
change is permanent or temporary. The County shall consider any such request in good faith and provide
a response to the City within 14 days, taking into account the reasons for the request, the County's
obligations to other cities which have executed Disposal Agreements, the requirements of Applicable Law,
and the implications of any such change for the Disposal System as a whole. The County shall honor any
such request to the extent commercially practicable based on such considerations and the overall interests
of the Disposal System.
(F) Annual Notification of RemaininQ Disoosal Capacity, At the end of each Contract
Year, the City shall advise the County in writing as to the expected delivery levels of Controllable Waste
during the next Contract Year, and the County shall submit to the City a statement specifying (1) the amount
of disposal capacity at the Designated Disposal Facility expected to be available for use by the City during
the next Contract Year; (2) the aggregate amount of Disposal System capacity expected to be available for
use by the cities which have executed Disposal Agreements during the remaining Term of this Agreement;
and (3) any plans the County may have with respect to redesignating the Designated Disposal Facility,
increasing or decreasing the number of cities using the Designated Disposal Facility, or curtailing or
expanding the use of the Designated Disposal Facility, The annual notification to be provided by the County
pursuant to this Section shall also describe the status of any permits required with respect to the Designated
Disposal Facility, including a description of (i) any permit revisions expected to be proposed by the County;
and (ii) any abatement orders or other permit compliance or enforcement actions taken or proposed by
Governmental Bodies,
SECTION 3.3, COUNTY RIGHT TO REFUSE WASTE, (A) RiQht of Refusal.
Notwithstanding any other provision hereof, the County may refuse delivery of:
(I) Unacceptable Waste; and
(2) Controllable Waste delivered at hours other than those provided in the facility
operating permit.
(B) Identification ofUnacceotable Waste. The County shall have the right (but not the duty
or the obligation) to inspect the vehicles of all Franchise Haulers delivering material to the Disposal System,
and may require that the Franchise Hauler remove any Unacceptable Waste from such vehicle before it is
unloaded. lfthe County determines that it is impractical to separate Controllable Waste from Unacceptable
Waste in any vehicle, or if the franchise Hauler delivering such waste is unwilling to make such separation,
or if any vehicle is carrying waste which may spill or leak, then the County may reject the entire vehicle, and
the County shall require that the franchise Hauler shall forthwith remove or cause the removal of the entire
delivery from the Disposal System,
(C) Hazardous Waste and Hazardous Substances, The parties acknowledge that the
Disposal System has not been designed or permitted, and is not intended to be used in any manner or to any
17
97-371
" ."
extent, for the handling, transportation, storage or disposal of Hazardous Waste or Hazardous Substances,
Neither the County nor the City shall countenance or knowingly permit the delivery of Hazardous Waste or
Hazardous Substances to the Disposal System,
(D) Disposal ofUnacceotable Waste and Hazardous Waste, If Unacceptable Waste or
Hazardous Waste is discovered in a vehicle at any landfill within the Disposal System, the driver of the
vehicle will not be permitted to discharge the load, If a vehicle is observed unloading Unacceptable Waste
or Hazardous Waste in the tipping area of a landfill within the Disposal System County personnel will use
reasonable efforts to assure that such material has been characterized, properly secured and its disposition
resolved. The return or reloading on to the delivery vehicle of any Hazardous Waste, Prohibited Medical
Waste or other waste requiring handling or transportation shall be conducted in accordance with Applicable
Law, Whenever Hazardous Waste is detected at any landfill within the Disposal System, the County shall
take immediate action in accordance with Applicable Law, In addition, if the County inadvertently accepts
Unacceptable Waste, it shall have the right to pursue any remedies which it may against the person
delivering such Unacceptable Waste to recoup the cost of handling and properly disposing of such
Unacceptable Waste.
(E) Environmental Insurance, Prior to the Contract Date, the County will obtain
insurance for potential CERCLA or other environmental liability of the Disposal System, in an amount equal
to $10,000,000 with deductibles of: (i) $1,000,000 for events giving rise to coverage which events occurred
prior to October I, 1995 and (ii) $250,000 for events giving rise to coverage which events occurred on or
after October I, 1995. The County shall maintain comparable insurance throughout the term hereof so long
as commercially available on reasonable terms, as determined in the reasonable discretion of the County risk
manager, The County shall notify the City in the event that the County does not maintain the insurance
described in this Section,
SECTION 3.4, MISCELLANEOUS OPERATIONAL MA TIERS, (A) Permit Revisions
or Stioulated Orders, The County shall provide the City with any application of the County to revise the
Legal Entitlements for the Designated Disposal Facility (or any draft or final stipulated notice and order
relating to the Designated Disposal Facility which may be under consideration by the local enforcement
agency with jurisdiction over the Designated Disposal Facility), Such applications shall be provided to the
City concurrently with its submittal to the appropriate regulatory agency.
(B) Scales and Weil!hinl!, The County shall operate and maintain permanent scales at the
Disposal System in compliance with Applicable Law, The County shall weigh all vehicles delivering
Controllable Waste by or on behalf of the City (whether or not the County accepts such waste) and prepare
a daily weight record with regard to such delivery, (In the event that scales are temporarily unavailable, the
County shall reasonably estimate the weight of Controllable Waste delivered by volume.)
SECTION 3,5, OTHER USERS OF THE DISPOSAL SYSTEM, (A) Generallv. The
County shall have the right to enter into waste disposal agreements with other cities in the County, Sanitary
Districts, Transfer Stations or Independent Haulers; provided, however, that in no event shall such
agreements have terms and provisions more favorable than the terms and provisions of this Agreement
(including but not limited to the Contract Rate and availability of disposal capacity) unless the County has
first offered the City such more favorable contract (or amendments to this Agreement),
(B) Receiot oflmoorted Acceotable Waste on a Contract Basis. The County shall have
the right to enter into a contract or other agreement with any municipal or private non-County entity for the
delivery oflmported Acceptable Waste on terms and conditions that the County determines to be necessary
to ensure and enhance the viability of the Disposal System for the benefit of the County and the cities which
18
97-371
have executed Disposal Agreements, The County shall not enter into any such arrangements if such
arrangements would materially and adversely affect the ability of the County to receive and dispose of
Acceptable Waste from the cities which have executed Disposal Agreements in accordance with the Disposal
Agreements throughout the Term thereof. Any such agreements shall provide that, in the event there is
insufficient capacity at the Designated Disposal Facility for both Controllable Waste and Imported
Acceptable Waste, Controllable Waste shall have priority with respect to existing capacity,
SECTION 3,6, COUNTY PROVISION OF WASTE DIVERSION SERVICES,
(A) County-Wide Recvcline: Services, This Agreement does not require the County to provide for any source
reduction, materials recovery, recycling, composting, or other waste diversion services by the County nor
any payment therefor by the City, by Franchise Haulers or by ratepayers; provided, however, any County-
Wide Recycling Services, or recycling services provided at any Designated Disposal Facility (such as
providing drop boxes for wood waste, green waste or other recyclable materials delivered to such Designated
Disposal Facility), may be funded through the County Waste Management Enterprise Fund, Any such
recycling services may be expanded, contracted or modified by the County at any time in its sole discretion.
(B) Separate City-County Diversion Service Ae:reements, Nothing in this Agreement
is intended to limit the right of the County to enter into a separate agreement with the City or any other
person to provide source reduction, materials recovery, recycling, composting or other waste diversion
services, Any such program conducted by the County, whether in participation with the City, any other of
the cities which have executed Disposal Agreements, other cities, Sanitary Districts, Transfer Stations,
Independent Haulers, Unincorporated Area or non-County entity, shall be operated, managed and accounted
for as a program separate and distinct from the Disposal Services program contemplated by the Disposal
Agreements and shall not be funded through the general revenues of the Disposal System.
(C) Diversion Proe:rams in Unincoroorated Areas, To the extent the County implements
diversion or other related programs in the Unincorporated Area of the County, the cost of such diversion
programs shall be paid by the residences and businesses receiving the benefit of such diversion programs,
and shall not be payable from the revenues of the Disposal System,
19
97-371
ARTICLE IV
CONTRACT RATE
SECTION 4,1. CHARGING AND SECURING PAYMENT OF CONTRACT RATE. The
City acknowledges that the County shall have the right to charge and collect a Contract Rate for the
acceptance and disposal of Controllable Waste delivered to the System by any Franchise Hauler. The
Contract Rate shall be calculated and established, and may be modified, as provided in Section 4,2 hereof.
In addition, the City acknowledges that the County shall have the right to establish as part of the operating
rules and regulations reasonable measures to secure the payment of all Contract Rates. Notwithstanding
Section 4,2(A), the County shall have the right to impose special charges for the receipt of hard to handle
materials, such as bulky materials, construction and demolition debris, tires and sludge. Such special charges
shall be calculated to reflect the reasonable incremental costs to the County of accepting such hard to handle
materials,
SECTION 4.2, CONTRACT RATE. (A) Generallv, Effective January 1, 1998, the
Contract Rate payable by each Franchise Hauler shall be $28,50 per ton, subject to potential adjustment
necessary to reflect the circumstances set forth below:
(i) increased costs incurred by the County (in excess of available insurance proceeds)
due to the occurrence of one or more Uncontrollable Circumstances, including Changes in Law; and
(ii)
4,2 (B).
escalation during the Tenn of this Agreement calculated in accordance with Section
Prior to adjusting the Contract Rate as a result of any of the circumstances described in
Section 4.2(A)(i), the County shall utilize the following remedy: reduce the costs of operating the Disposal
System to the extent practicable,
Any adjustments to the Contract Rate permitted by this Section 4,2(A)(i) shall be calculated
by the County to reflect the actual costs or expenses of addressing the circumstance or circumstances
pursuant to which the adjustment is authorized, and shall also reflect, where applicable, the then remaining
capacity in the Disposal System, Such adjustment may not reflect circumstances other than the circumstances
described in Section 4.2(A)(i),
(B) Calculation of Escalation, For purposes of Section 4,2(A)(ii), the Contract Rate shall be
adjusted in accordance with the fonnula described in this Section each July I during the tenn hereof,
commencing July I, 1999, The adjustment shall be calculated in accordance with the following fonnula:
Contract Rate =
Fixed Portion + [Escalating Portion x Index]
Where,
Fixed Portion
$10,87
Escalating Portion
$17,63
Index
Price Index, which shall be detennined in accordance with the
following fonnula
1
,7[PPl/PPl,]+.3 [El .lEI,]
20
1-
97-371
PPl,
The Producer Price Index, Industrial Commodities, as published by
the United States Department of Labor Statistics in the publication
Producer Price Indices, Table 6, for the month of February in the
year the adjustment is being made (e,g., the first adjustment will
use the February, 1999 value)
PPI,
Producer Price Index, Industrial Commodities for the month of
February, 1998
El,
Employment Cost Index, Compensation, Private Industry Workers,
as published by the United States Department of Labor Statistics
in the publication Monthlv Labor Review. Table 22 for the last
quarter of the year preceding the year the adjustment is being made
(e,g" the first adjustment will use the last quarter, 1998 value)
El,
Employment Cost Index, Compensation, Private Industry Workers
established for the last quarter of 1997
If the Employment Cost Index or Producer Price Index are no longer published, or are otherwise
unavailable, then the Cost of Living Adjustment shall be determined by using standard official statistics
measuring changes to, respectively, labor costs and cost of materials, as the parties shall mutually agree,
(C) Procedure for Rate Adiustments, In the event the County determines that it is
entitled to an adjustment of the Contract Rate pursuant to Section 4.2(A)(i), it shall utilize the procedures
described in this Section 4,2(C), The County shall be required to provide the City with at least 60 days prior
written notice of the adjustment, which notice shall identifY the specific event(s) or circumstances which
require the adjustment. The notice shall also specifY the earliest date on which the County Board of
Supervisors shall consider the proposed adjustment. At least 45 days prior to such meeting of the Board of
Supervisors, the County shall provide the City with a report which shall contain the following information:
a description ofthe specific event(s) or circumstances which require the adjustment; a description (including
cost estimates) of any activities (which may include, but not be limited to capital improvements to the
Disposal System) required in order to remedy such event or circumstance; certification by the County that
it has implemented the remedy described in Section 4,2 prior to requiring the rate adjustment; and a
description of the methodology used by the County to calculate the adjustment to the Contract Rate
(hereinafter the "County Report"), In the event the City disputes the adjustment, it shall provide the County
with a written description of the reason for the dispute at least 10 days prior to the meeting of the Board of
Supervisors identified in the initial notice of the County (hereinafter the "City Report"), The City Report
shall be provided to the Board of Supervisors for consideration at such meeting in connection with the
proposed rate adjustment. At any time from and after the date that the County provides the City with the
County Report, upon the request of either party, the City and County shall meet and confer in good faith to
resolve any dispute that may arise regarding the proposed adjustment to the Contract Rate. In the event the
Board of Supervisors approves all or a portion of the proposed rate adjustment, such rate adjustment shall
become effective on the date identified in the initial notice sent by the County, but subject to potential
reimbursement pursuant to Section 4.2(D),
(D) Challen~es to Rate Adiustment. In the event that the City challenges a Rate Adjustment
made pursuant to Section 4.2(A) and a court of applicable jurisdiction determines that any portion of the
County's adjusted Contract Rate was improperly imposed, the County shall, within 30 days of the date of
the statement of decision, reimburse to the City the amount improperly imposed, together with interest
21
97-371
calculated at the Overdue Rate, Such reimbursement may be made in the form of a reduction in the Contract
Rate for a future period reasonably calculated to provide full reimbursement of the amounts described above,
SECTION 4.3, RESPONSIBILITY FOR PAYMENT OF THE CONTRACT, (A) Payment
bv City, In the event and to the extent (1) the City uses municipal collection forces directly for the haulage
of Controllable Waste to the Disposal System or (2) the City uses non-municipal Franchise Haulers for
collection but nonetheless elects to pay the Contract Rate from City revenues, the City shall have direct
responsibility for payment of the Contract Rate, and shall take all such budgetary, appropriation and other
action as may be necessary to provide for the timely payment of the Contract Rate. Such action may include,
depending upon the means authorized by the City to provide for such payment, the levy and collection of
general or special taxes, the imposition of benefit assessments, or the collection of user fees, generator
charges or other similar impositions for municipal solid waste disposal. The City shall use best efforts in
accordance with Applicable Law to levy and impose all such taxes, assessments, fees or charges, and will
take all steps, actions and proceedings for the enforcement, collection and payment of all such amounts
which shall become delinquent, to the full extent permitted by Applicable Law, To the extent provided in
Section 7.5 hereof, the obligation of the City for such Contract Rate or Transfer Rates shall be limited to
amounts in the City's Solid Waste Enterprise Fund, From the Commencement Date to the date of expiration
or termination of this Agreement, the obligation of the City to pay the Contract Rate or Transfer Rate, to the
extent the City rather than Franchise Haulers is responsible directly for payment and provided that the
Service Covenant has been complied with, shall be absolute and unconditional and shall not be subject to
delay or diminution by reason of set-off, abatement, counterclaim, existence of a dispute or otherwise. The
obligation of the City hereunder shall be limited in all circumstances to amounts available in any enterprise
fund created by the City for solid waste management purposes, and there shall be no recourse hereunder
against the City's general fund or other funds not related to solid waste management purposes for amounts
owed by the City hereunder.
(B) Pavment bv Franchise Haulers. With respect to Controllable Waste delivered by
Franchise Haulers other than City municipal collection forces, the obligation to pay the Contract Rate shall
rest with such Franchise Haulers and not with the City and, unless the City has agreed with the County to
be responsible for Franchise Hauier payments, the City shall not be financially responsible for any delay or
failure by such Franchise Hauler to pay the Contract Rate or any portion thereof when due, In the event of
any such failure, the County and the City shall cooperate with each other and use their best efforts to obtain
timely payment. Such efforts by the County may include, as appropriate, requiring cash payments for
disposal rights from such Franchise Hauler and bringing a legal proceeding for payment and damages, Such
efforts by the City shall include, as appropriate, legal proceedings to suspend, revoke or terminate the
Franchise Hauler's franchise, permit or license rights.
(C) Disoutes, If the City or the Franchise Hauler disputes any amount billed by the
County in any Billing Statement, the City or the Franchise Hauler shall nonetheless pay undisputed amounts
identified on such Billing Statement and shall provide the County with written objection within 30 days of
the receipt of such Billing Statement indicating the amount that is being disputed and providing all reasons
then known to the City or the Franchise Hauler for any objection to or disagreement with such amount. The
County shall then respond to such written objection (providing additional documentation substantiating the
amount disputed if applicable) within 30 days of receipt of the written objection. If the City or the Franchise
Hauler and the County are not able to resolve such dispute within 30 days after the County's response, either
party may pursue appropriate legal remedies, In addition, in the event of nonpayment by the City or
Franchise Hauler, as applicable, the County shall have the right to discontinue any credit arrangements it
may have had with the City or Franchise Hauler, and require cash payment for subsequent deliveries.
22
97-371
SECTION 4.4, BILLING OF THE CONTRACT RATE. The County shall continue to bill
Contract Rate after January I, 1998, in the same manner as it has customarily billed tipping fees. Subject to
the other provisions of this Agreement, the County shall have the right to modifY or amend such manner of
billing on reasonable notice to affected parties.
SECTION 4,5, SOLID WASTE DISPOSAL FEE OPTION. Notwithstanding the other
provisions of this Article IV, City shall have the option to adopt the following procedure:
City agrees that it or its Franchise Hauler will pay the then current Solid Waste Disposal Fee (which Fee is,
at this time, set forth in Section 16,0222 of the County Code), as same may be amended from time to time,
relative to the City's Controllable Waste delivered to the Disposal System, In turn, the City will receive a
monthly payment from the County equal to the product of: the City's Controllable Waste delivered to the
Disposal System for the month in question multiplied by the difference between the then current Solid
Waste Disposal Fee and the then current Contract Rate (as the Contract Rate is determined under the
provisions of this Agreement), City acknowledges that the County shall have the right to establish as part
of the operating rules and regulations reasonable measures to secure the payment of all Solid Waste Disposal
Fees. Further, all references to "Contract Rate" in Sections 43 and 4.4 shall be deemed to refer to the Solid
Waste Disposal Fee.
City shall elect the option set forth in this Section 4,5 by notifYing the County of such election as provided
in Section 7,16, The election shall be effective on the first day of the second month following receipt of the
notice by County,
23
97-371
ARTICLE I
BREACH, ENFORCEMENT AND TERMINATION
SECTION 5,1, BREACH: REMEDIES. The parties acknowledge that the money damages
provided hereunder may not be adequate to compensate either party for the other party's nonperformance,
The parties agree that in the event either party breaches any obligation under this Agreement or any
representation made by either party hereunder is untrue in any material respect, the other party shall have
the right to take any action at law or in equity (including actions for injunctive relief, mandamus and specific
performance) it may have to enforce the payment of any amounts due or the performance of any obligations
to be performed hereunder, Neither party shall have the right to terminate this Agreement except as provided
in Section 3.1(F), Section 3.2(C), Section 5,2 and Section 5.3 hereof or as otherwise provided in this
Agreement.
SECTION 5.2. CITY CONVENIENCE TERMINATION. The City shall have the right to
terminate this Agreement in its sole discretion, for its convenience and without cause at any time during the
Term hereof upon 90 days' written notice to the County, If the City exercises its rights to terminate the
Agreement pursuant to this Section, the City shall pay the County a termination fee equal to (x) $14.25
multiplied by (y) the amount of Controllable Waste delivered to the Disposal System during the prior
Contract Year multiplied by (z) remaining term of the Waste Disposal Agreement, stated in years (assuming
such termination for convenience did not occur). Upon any termination by the City pursuant to the provisions
of this Section, the obligations of the County pursuant to Section 7.3 hereof shall not survive such
termination, notwithstanding Section 6,l(B),
SECTION 5.3. TERMINATION, (A) By City, Except as expressly provided herein, the
City shall have no right to terminate this Agreement for cause except in the event of the repeated failure or
refusal by the County substantially to perform any material obligation under this Agreement unless such
failure or refusal is excused by an Uncontrollable Circumstance; except that no such failure or refusal shall
give the City the right to terminate this Agreement for cause under this subsection unless:
(1) The City has given prior written notice to the County stating that a specified failure
or refusal to perform exists which will, unless corrected, constitute a material breach of this
Agreement on the part of the County and which will, in its opinion, give the City the right to
terminate this Agreement for cause under this subsection unless such breach is corrected within a
reasonable period of time, and
(2) The County has neither challenged in an appropriate forum (in accordance with
Section 5,6) the City's conclusion that such failure or refusal to perform has occurred or constitutes
a material breach of this Agreement nor corrected or diligently taken steps to correct such breach
within a reasonable period of time not more than 90 days from the date of the notice given pursuant
to clause (1) of this subsection (but if the County shall have diligently taken steps to correct such
breach within such reasonable period of time, the same shall not constitute a breach giving rise to
the right of termination for as long as the County is continuing to take such steps to correct such
breach).
(B) By Countv, Except as expressly provided herein, the County shall have no right to
terminate this Agreement for cause except in the event of the repeated failure or refusal by the City
substantially to perform any material obligation under this Agreement unless such failure or refusal is
excused by an Uncontrollable Circumstance; except that no such failure or refusal shall give the County the
right to terminate this Agreement for cause under this subsection unless:
24
97-371
(1) The County has given prior written notice to the City stating that a specified failure
or refusal to perform exists which will, unless corrected, constitute a material breach of this
Agreement on the part of the City and which will, in its opinion, give the County right to terminate
this Agreement for cause under this subsection unless such breach is corrected within a reasonable
period of time, and
(2) The City has neither challenged in an appropriate forum (in accordance with Section
5,6 the County's conclusion that such failure or refusal to perform has occurred or constitutes a
material breach of this Agreement nor corrected or diligently taken steps to correct such breach
within a reasonable period of time not more than 90 days from the date of the notice given pursuant
to clause (1) of this subsection (but if the City shall have diligently taken steps to correct such breach
within such reasonable period of time, the same shall not constitute a breach giving rise to the right
of termination for as long as the City is continuing to take such steps to correct such breach).
SECTION 5.4, NO WAIVERS. No action of the County or the City pursuant to this
Agreement (including, but not limited to, any investigation or payment), and no failure to act, shall constitute
a waiver by either party of the other party's compliance with any term or provision of this Agreement. No
course of dealing or delay by the County or the City in exercising any right, power or remedy under this
Agreement shall operate as a waiver thereof or otherwise prejudice such party's rights, powers and remedies,
No single or partial exercise of (or failure to exercise) any right, power or remedy of the County or the City
under this Agreement shall preclude any other or further exercise thereof of the exercise of any other right,
power or remedy,
SECTION 5,5 DAMAGES, (A) Q!x.ln the event that the City terminates the Agreement
pursuant to Section 5.3(A), the County shall be obligated to pay to the City as damages the amount by which
the City's reasonably expected cost of transporting and disposing of City Acceptable Waste (for a period
commencing on the date of termination and ending one year after such date of termination) exceeds the
aggregate Contract Rate that would have been payable with respect to such City Acceptable Waste had the
County met its obligations hereunder and the Agreement had not been terminated.
(B) County, In the event that the County terminates the Agreement pursuant to Section 5.3(B), the
City shall pay the County as damages an amount equal to the Contract Rate in effect at the time of such
termination multiplied by the number of tons of City Acceptable Waste delivered to the Disposal System
during the preceding twelve months,
SECTION 5,6, FORUM FOR DISPUTE RESOLUTION, It is the express intention of the
parties that all legal actions and proceedings related to this Agreement or to the Disposal System or to any
rights or any relationship between the parties arising therefrom shall be solely and exclusively initiated and
maintained in courts of the State of California having appropriate jurisdiction,
25
97-371
ARTICLE II
TERM
SECTION 6,1. EFFECTIVE DATE AND TERM, (A) Term. This Agreement shall become
effective, shall be in full force and effect and shall be legally binding upon the City and the County from the
Contract Date and shall continue in full force and effect until the fifteenth anniversary of the Contract Date,
unless earlier terminated in accordance with its terms.
(B) Survival: Accrued Rights, The rights and obligations of the parties hereto pursuant to
Sections 3.l(E), 5,1, 5.3, 5.5, 7,2, 7,3, 7.5, 7,7, 7,8, 7,9, and 7.10 hereof shall survive the termination or
expiration of this Agreement, and no such termination or expiration shall limit or otherwise affect the
respective rights and obligations of the parties hereto accrued prior to the date of such termination or
expiration provided, however, that Section 7.3 shall not survive if the termination of the Waste Disposal
Agreement is due to the occurrence of an Event of Default on the part of the City. At the end of the Term
of this Agreement, all other obligations of the parties shall terminate,
26
97-371
ARTICLE III
GENERAL PROVISIONS
SECTION 7,1. OPERATION AND MAINTENANCE OF THE DISPOSAL SYSTEM, The
County, at its cost and expense through the County Solid Waste Enterprise Fund, shall at all times operate,
or cause to be operated, the Disposal System in accordance with Applicable Law and the operating rules and
regulations of the County.
SECTION 7.2, UNCONTROLLABLE CIRCUMSTANCES GENERALLY.
(A) Performance Excused. Except as otherwise specifically provided in this Agreement, neither the County
nor the City shall be liable to the other for any failure or delay in the performance of any obligation under
this Agreement (other than any payment at the time due and owing) to the extent such failure or delay is due
to the occurrence of an Uncontrollable Circumstance,
(B) Notice. Mitig:ation. The party experiencing an Uncontrollable Circumstance shall
notify the other party by telecommunication or telephone and in writing, on or promptly after the date the
party experiencing such Uncontrollable Circumstance first knew of the commencement thereof, followed
within IS days by a written description of (1) the Uncontrollable Circumstance and the cause thereof (to the
extent known), (2) the date the Uncontrollable Circumstance began and the cause thereof, its estimated
duration, the estimated time during which the performance of such party's obligations hereunder will be
delayed, (3) the estimated amount, if any, by which the Contract Rate may need to be adjusted as a result of
such Uncontrollable Circumstance, (4) its estimated impact on the other obligations of such party under this
Agreement and (5) potential mitigating actions which might be taken by the County or City and any areas
where costs might be reduced and the approximate amount of such cost reductions. Each party shall provide
prompt written notice of the cessation of such Uncontrollable Circumstance, Whenever such act, event or
condition shall occur, the party claiming to be adversely affected thereby shall, as promptly as reasonably
possible, use its best efforts to eliminate the cause therefor, reduce costs and resume performance under this
Agreement. In addition, with respect to Changes in Law, the County shall diligently contest any such
changes the imposition of which would have a material adverse impact on the Disposal System. While the
delay continues, the County or City shall give notice to the other party, before the first day of each
succeeding month, updating the information previously submitted,
(C) Impact on Contract Rate. If and to the extent that Uncontrollable Circumstances
interfere with, delay or increase the cost to the County of meeting its obligations hereunder and providing
Disposal Services to the cities which have executed Disposal Agreements in accordance herewith, the County
shall be entitled to an increase in the Contract Rate as provided in Section 4.2 herein or an extension in the
schedule for performance equal to the amount of the increased cost or the time lost as a result thereof. The
proceeds of any insurance available to meet any such increased cost shall be applied to such purpose prior
to any determination of cost increases payable under this subsection, Any cost reductions achieved through
the mitigating measures undertaken by the County pursuant to subsection 7,2(B) hereof upon the occurrence
of an Uncontrollable Circumstance shall be reflected in a reduction of the amount by which the Contract Rate
would have otherwise been increased or shall serve to reduce the Contract Rate to reflect such mitigation
measures, as applicable,
SECTION 7.3, INDEMNIFICATION. The County shall indemnify, defend with competent
counsel reasonably selected by the County, protect and hold harmless City, its officers, employees and
assigns from and against all Loss-and-Expense, including natural resources damages, injuries, costs,
response, assessment, remediation and removal costs, losses, demands, debts, liens, liabilities, causes of
action, suits, legal or administrative proceedings, interest, fines, charges, penalties and expenses (including
but not limited to attorneys' and expert witness fees and costs incurred in connection with defending against
27
97-371
any of the foregoing or in enforcing this indemnity) of any kind whatsoever paid, incurred or suffered by,
or asserted against, City or its officers or employees arising from or attributable to any repair, cleanup or
detoxification, or preparation and implementation of any removal, remedial, response, closure or other plan
(regardless of whether undertaken due to governmental action) or replacement or restoration of natural
resources arising from or related to Hazardous Substance or Hazardous Wastes or petroleum products at any
place where County transfers, stores or disposes of municipal solid waste pursuant to this agreement, or the
County's activities pursuant to this Agreement which result in a release or threatened release of Hazardous
Substances or Hazardous Wastes or petroleum products into the environment. The foregoing indemnity is
intended to operate as an agreement pursuant to but not limited to Section l07(e) of the Comprehensive
Environmental Response, Compensation and liability Act ("CERCLA"), 42 U.S,C. Section 9607(e), and
California Health and Safety Code Section 25364, to defend, protect, hold harmless and indemnify City from
liability, This indemnity shall not apply to willful, deliberate or grossly negligent delivery by the City of
Hazardous Substances or Hazardous Waste to the Disposal System. This indemnity shall also not apply with
respect to (i) vehicle accidents or other waste delivery activities or (ii) to any Hazardous Substances,
Hazardous Waste, petroleum product or other Unacceptable Waste not accepted for disposal in the Disposal
System, The City agrees that the County may provide counsel to jointly represent itself, the City and any and
all other parties who disposed of waste in the Disposal System, The City hereby agrees to waive, in writing,
any conflict, actual or apparent, created by the joint representation of such parties pursuant to this indemnity,
The City also hereby agrees to cooperate fully and completely with the County and with counsel provided
by the County in resolving any legal matter that arises pursuant to this indemnity, The City further agrees
that the County has complete discretion in the conduct of any matter to which this indemnity applies, and
may resolve or settle such matters to which this indemnity applies in its sole discretion without the
permission or approval of the City. The County agrees that it will not bring any action against the City
claiming or alleging that the City has any responsibility for matters, actions or liabilities within the scope
of the indemnity provided above,
SECTION 7.4, RELATIONSHIP OF THE PARTIES. Neither party to this Agreement shall
have any responsibility whatsoever with respect to services provided or contractual obligations or liabilities
assumed by the other party hereto, whether accrued, absolute, contingent or otherwise, or whether due or to
become due, The County is an independent contractor of the City and nothing in this Agreement shall be
deemed to constitute either party a partner, agent or legal representative of the other party or to create any
fiduciary relationship between the parties.
SECTION 7,5, LIMITED RECOURSE, (A) To the City, Except in the event the City has
not established or maintained a City Solid Waste Enterprise Fund, no recourse shall be had to the general
funds or general credit of the City for the payment of any amount due the County hereunder, or the
performance of any obligation incurred hereunder, including any Loss-and-Expense of any nature arising
from the performance or non-performance of the City's obligations hereunder. The sole recourse of the
County for all such amounts shall be to the funds held in any such Solid Waste Enterprise Fund, All amounts
held in any City Solid Waste Enterprise Fund shall be held for the uses permitted and required thereby, and
no such amounts shall constitute property of the County. The City shall make adequate provision in the
administration of any City Solid Waste Enterprise Fund for the payment of any amount or the performance
of any obligation which may be due hereunder.
(8) To the County. No recourse shall be had to the general funds or general credit of
the County for the payment of any amount due the City hereunder, or the performance of any obligation
incurred hereunder, including any Loss-and-Expense of any nature arising from the performance or non-
performance of the County's obligations hereunder. The sole recourse of the City for all such amounts shall
be to the funds held in the County Solid Waste Enterprise Fund in accordance with the terms of this
Agreement. All amounts held in the County Solid Waste Enterprise Fund shall be held for the uses permitted
28
97-371
and required thereby, and no such amounts shall constitute property of the City. The County shall make
adequate provision in the administration of the County Solid Waste Enterprise Fund for the payment of any
amount or the performance of any obligation which may be due hereunder.
SECTION 7.6. PRE-EXISTING RIGHTS AND LIABILITIES. Except as specifically set
forth herein, nothing in this Agreement is intended to affect, release, waive or modify any rights, obligations
or liabilities which any party hereto may have to or against the other party as of the Contract Date relating
to the disposal of waste in the Disposal System or any other related matter.
SECTION 7.7. NO VESTED RIGHTS. The City shall not acquire any vested property,
license or other rights in the Disposal System by reason of this Agreement.
SECTION 7.8. LIABILITY FOR COLLECTION. TRANSPORTATION AND
PROCESSING. Any liability incurred by the City as a result of collecting Acceptable Waste or processing
it for diversion from landfill, or as a result of causing, franchising, permitting, licensing, authorizing or
arranging any of the foregoing, shall be its sole liability, except as expressly otherwise provided herein.
SECTION 7.9. NO CONSEOUENTIAL OR PUNITIVE DAMAGES. In no event shall
either party hereto be liable to the other or obligated in any manner to pay to the other any special, incidental,
consequential, punitive or similar damages based upon claims arising out of or in connection with the
performance or non-performance of its obligations or otherwise under this Agreement, or the material
inaccuracy of any representation made in this Agreement, whether such claims are based upon contract, tort,
negligence, warranty or other legal theory.
SECTION 7.10. AMENDMENTS. Neither this Agreement nor any provision hereof may
be changed, modified, amended or waived except by written agreement duly authorized and executed by both
parties.
SECTION 7.11. NOTICE OF LITIGATION. Each party shall deliver written notice to the
other of any Legal Proceeding to which it is a party and which questions the validity or enforceability of this
Agreement executed by the City or the County or any Legal Entitlement issued in connection herewith.
SECTION 7.12. FURTHER ASSURANCES. At any and all times the City and the County
so far as may be authorized by law shall pass, make, do, execute, acknowledge and deliver any and every
such further resolutions, acts, deeds, conveyances, instruments, assignments, transfers and assurances as may
be necessary or reasonably requested by the other in order to give full effect to this Agreement.
SECTION 7.13. ASSIGNMENT OF AGREEMENT. Neither this Agreement nor any of
the rights or obligations hereunder may be assigned by either party hereto without the prior written consent
of the other party, which may be withheld in the other party's sole discretion. Notwithstanding the foregoing,
that either party may assign this Agreement to another successor public entity, subject to the reasonable
consent of the other party. In such circumstances the party not requesting the assigrunent shall have the right
to demand assurances of the financial, technical and legal ability ofthe proposed assignee to undertake the
responsibilities and obligations of the assigning party.
SECTION 7.14. INTEREST ON OVERDUE OBLIGATIONS. Except as otherwise
provided herein, all amounts due hereunder, whether as damages, credits, revenue or reimbursements, that
are not paid when due shall bear interest at the Overdue Rate on the amount outstanding from time to time,
on the basis of a 365-day year, counting the actual number of days elapsed, and all such interest accrued at
any time shall, to the extent permitted by Applicable Law, be deemed added to the amount due, as accrued.
29
97-371
SECTION 7.15. BINDING EFFECT. This Agreement shall bind and inure to the benefit
of the parties hereto and any successor or assignee acquiring an interest hereunder consistent with the
provisions of Section 7.13 hereof.
SECTION 7.16. NOTICES. Any notice or communication required or permitted hereunder
shall be in writing and sufficiently given if delivered in person or sent by certified or registered mail, postage
prepaid, to the notice address of the respective parties set forth on the cover page of this Agreement.
Changes in the respective addresses to which such notices may be directed may be made from time to time
by any party by notice to the other party,
~
\,
\,
"
\.,\,~
\.
\
'\
'\,\
"
\,
"
"
'\""
\.,
'\
~
\.
30
97-371
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their
duly authorized officers or representatives as of the day and year first above written.
COUNTY OF SAN BERNARDINO
Date
DEC 1 6 1997
By
~h
an, Board ofsupervisors4c::;t_/~SI
Date
DEC 1 6 1997
Clerk 0 upervisors
Of San Bernardino County, California
Date
DEC 1 6 1997
BY/{;~;)~~ce~
I Torn Minor, Mayor
City of San Bernardino
APPROVED AS TO FORM:
COUNTY COUNSEL
SAN BERNARDINO COUNTY,
ORNIA
31
97-371
APPENDIX 1
DESIGNATED DISPOSAL FACILITY
~
,
"\
....
'~,
"',
"
.
\~
....
"
"
97-371
APPENDIX 2
FORM OF HAULER ACKNOWLEDGMENT
[CAN BE USED TO SATISFY CITY WASTE DELIVERY OBLIGATION
PURSUANT TO SECTION 3.I(E)]
~.
''''~
',-,
",
"
.
",
"
,
"
""
"-
"
'\
'",
''\,
"
""~
"\"
"',
'"
97-371
FRANCHISE HAULER ACKNOWLEDGMENT
THIS FRANCHISE HAULER ACKNOWLEDGMENT, dated as of
(the "Acknowledgment"), by and between the City of
(the "Franchise Hauler"),
, 1997
(the "City") and
WITNESSETH
WHEREAS, the City and the Hauler have heretofore entered into an agreement entitled_
, dated as of (the "Franchise"); and
WHEREAS, the Franchise provides for the collection and disposal of certain municipal solid
waste as described therein ("Franchise Waste") generated within the City; and
WHEREAS, San Bernardino County (the "County") owns, manages and operates a sanitary
landfill disposal system for municipal solid waste generated within the County; and
WHEREAS, the City and the County have heretofore entered into a Waste Disposal
Agreement, dated as of , 1997 (the "Disposal Agreement") determining that the execution
of such Disposal Agreement will serve the public health, safety and welfare of the residents of the City and
County: and
WHEREAS, under the Disposal Agreement, the County has agreed to provide long-term
disposal of all municipal solid waste generated within the City and the City has agreed to exercise all legal,
and contractual power which it possesses from time to time to deliver or cause the delivery of such waste
to the the San Bernardino County Landfill Disposal System (the "Disposal System"); and
WHEREAS, the provisions ofthe Waste Disposal Agreement which guarantee capacity for
the long term disposal of waste at specified rates generated in the City provide significant benefits to the
Hauler:
WHEREAS, notwithstanding any Franchise provisions to the contrary, the Franchise Hauler
explicitly acknowledges the aforementioned benefits to the City, the County and the Hauler in providing for
the disposal of all Franchise Waste to the Disposal System; and
WHEREAS, the City and the Franchise Hauler desire to enter into this Acknowledgment
to assure that the City and the Hauler will be entitled to the benefits of the Waste Disposal Agreement and
to assure conformity with the waste delivery obligations which have been agreed to by the City under the
Disposal Agreement through the delivery of waste by the Franchise Hauler to the Disposal System; and
WHEREAS, the Franchise Hauler's agreement to deliver Franchise Waste to the Disposal
System under this Acknowledgment is given in consideration of the Franchise Hauler's right to receive the
Contract Rate for such disposal as provided in the Disposal Agreement.
9,7-371
NOW, THEREFORE, in consideration of the premises and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to
be legally bound hereby, agree as follows:
I. Capitalized terms used and not otherwise defined herein are used as defined in the
Disposal Agreement.
2. The Franchise Hauler hereby waives any right which it may possess under
Applicable Law to contest on any ground, constitutional, statutory, case law, administrative or otherwise,
(a) the right, power or authority of the County or the City to enter into or perform their respective obligations
under the Disposal Agreement, (b) the enforceability against the County or the City of the Disposal
Agreement, or (c) the right, power or authority of the City to deliver or cause the delivery of all Controllable
Waste to the Designated Disposal Facility in accordance with this Acknowledgment.
3. The City and the Franchise Hauler each hereby represent that this Acknowledgment
has been duly authorized by all necessary action of their respective governing bodies,
4. The Franchise Hauler shall deliver or cause to be delivered all Controllable Waste
(including residue from the processing by any means, wherever conducted, of Controllable Waste to the
extent provided in the Disposal Agreement), to the Disposal System, and shall otherwise assist the City in
complying with its obligations under the Waste Disposal Covenant in Section 3,1 of the Disposal Agreement.
5, The Franchise Hauler shall not haul Controllable Waste to any materials recovery
facility, composting facility, intermediate processing facility, recycling center, transfer station or other waste
handling or management facility unless the contract or other agreement or arrangement between the
Franchise Hauler and the operator of such facility is sufficient in the opinion of the City to assure that the
Residue from such facility constituting City Acceptable Waste (or Tonnage equivalencies) and the City
Acceptable Waste transferred by such facility shall be delivered to the Designated Disposal Facility to the
extent required by the Waste Disposal Covenant.
6, The Franchise Hauler shall pay the Contract Rate imposed by the County at the
Designated Disposal Facility for the disposal of all Controllable Waste, which rate shall be subject to
potential adjustment necessary to reflect the circumstances set forth in the Disposal Agreement.
7. Nothing in this Acknowledgment is intended to restrict any right or responsibility
explicitly given the Franchise Hauler in the Franchise to recycle City Acceptable Waste, except as provided
in paragraph 5 above with respect to Residue from any such recycling operations.
8. The obligations of the Franchise Hauler under this Acknowledgment shall apply
notwithstanding any provision of the Franchise which may conflict herewith,
9, This Acknowledgment may be enforced by the City by any available legal means.
In any enforcement action by the City, the burden of proof shall be on the Franchise Hauler to demonstrate
compliance herewith.
II
97-371
10, This Acknowledgment shall be in full force and effect and shall be legally binding
upon the City and Franchise Hauler from the dated hereof and shall continue in full force and effect until the
earlier of (i) the end of the term of the Franchise or (ii) the end of the term of the Disposal Agreement.
11. The City and Hauler agree that the County shall be an express third party beneficiary
of this Acknowledgment, and shall be entitled to independently enforce through any available legal means,
including specific performance, the obligations of the Hauler hereunder, The parties acknowledge that the
money damages provided hereunder may not be adequate to compensate either party for the other party's
nonperformance. In addition, in the event that the Hauler delivers Controllable Waste outside of the Disposal
System in violation of the Disposal Agreement, the Hauler agrees that the County shall be entitled to draw
on any bond or other security instrument or deposit held by the County in an amount equal to the Contract
Rate multiplied by the number of tons of Controllable Waste delivered outside of the Disposal System by
the Hauler in violation of the Disposal Agreement. The Hauler shall execute a revised security agreement
to effectuate the provisions of this Section.
~
"
"',
"
'\
~
"\,
\.,~
'",
''....
.~
iii
97-371
RECITALS
TABLE OF CONTENTS
Page
... .... ................ ............... ... ......................... ......
ARTICLE I DEFINITIONS AND INTERPRETATION..... ........................ ....... 3
SECTION 1,1. DEFINlTIONS ,.,.,.""...,.,..,.,."..,..,.,.,.."..,...,.,." 3
SECTION 1.2. INTERPRETATION,.""...,..,.,.,..,..,....,...."..,...,.,." 8
ARTICLE II REPRESENTATIONS AND WARRANTIES"...,..,.,.,.,.,."..".,....,.. 10
SECTION 2,1. REPRESENTATIONS AND WARRANTIES OF THE CITY, . . , . , . , . . , ,. 10
SECTION 2.2, REPRESENTATIONS AND WARRANTIES OF THE COUNTY ,..,.,.,. 10
ARTICLE III DELIVERY AND ACCEPTANCE OF WASTE
AND PROVISION OF DISPOSAL SERVICE. , . , . . , , . , . , . . . , . , . , . , . . . . . , . , ., II
SECTION 3,1. DELIVERY OF WASTE ",...,."".,.".....,.,.'....,.,..."., II
SECTION 3.2. PROVISION OF DISPOSAL SERVICES BY THE COUNTY .,.,....,., 14
SECTION 3,3. COUNTY RIGHT TO REFUSE WASTE,.".......,."..."........ 16
SECTION 3.4. MISCELLANEOUS OPERATIONAL MATTERS. , , . , . . , . . . . , . . , . , . .. 17
SECTION 3,5. OTHER USERS OF THE DISPOSAL SYSTEM ,.".,..".."..,...,. 17
SECTION 3,6, COUNTY PROVISION OF WASTE DIVERSION SERVICES .,.,..,.,. 17
ARTICLE IV CONTRACT RATE. . , . , . , . , . , ' , .. . , , . , , . , . , . , , , . , . , . . , . , , . , , , , , , . . , . , ., 19
SECTION 4.1. CHARGING AND SECURING PAYMENT OF CONTRACT RATE.,.,., 19
SECTION 4.2. CONTRACT RATE ,.."'.."..,....,.".,.,.,...,..,,,.,..,.,.. 19
SECTION 4.3. RESPONSIBILITY FOR PAYMENT OF THE CONTRACT .,..,..,.,.. 21
SECTION 4.4. BILLING OF THE CONTRACT RATE .,."..,..,.,.,..",.,.,.,... 21
ARTICLE V BREACH, ENFORCEMENT AND TERMINATION,.".,.,.."."...,....,.,. 22
SECTION 5,1. BREACH: REMEDIES..""..,.,.,..,..,.,.,.,.,."...,.,....., 22
SECTION 5,2, CITY CONVENIENCE TERMINATION. , , , , , . . , . , . , . , , , , .. .. . , . , ., 22
SECTION 5.3, TERMINATION.,.,."....".,..,.,..,.......,.".",..,.".... 22
SECTION 5.4, NO WAIVERS ,.,.,.".....,..,.,.,.", , , . , . . . . ' , . . , , . . , . . . . . ,. 23
SECTION 5,5 DAMAGES.,.,.,.,.",....,..,.,.,..".,.,....".."..,....... 23
SECTION 5,6, FORUM FOR DISPUTE RESOLUTION ..,..,....,.....,...,..,.,.. 23
ARTICLE VI TERM ,.,..".'.,.,.,.,.,.,'....,...,.,.,..,..,.,..,..,.."..,..,.,.. 24
SECTION 6,1, EFFECTIVE DATE AND TERM .. . . , . . . . , , . , . , . , . , . , . . , , , . , . . , . , .. 24
ARTICLE VII GENERAL PROVISIONS, . ' . . , . . . . , , . . . . ' . , . . , , . , . , . , . , . , . . . , . . , . . . . , .. 25
SECTION 7,1. OPERATION AND MAINTENANCE OF THE DISPOSAL SYSTEM .... 25
SECTION 7,2, tmCONTROLLABLE CIRCUMSTANCES GENERALLY. , , , . , . , . , . ,. 25
SECTION 7.3, INDEMNIFICATION ."....,..,.,....,..,.,.'...,.."........,. 25
SECTION 7.4, RELATIONSHIP OF THE PARTIES '.,..".,.,."..,.".,.'....". 26
SECTION 7,5, LIMITED RECOURSE "..",..,.,..,.".,.,."",.."..,....". 26
SECTION 7,6, PRE-EXISTING RIGHTS AND LIABILITIES ,.,....."..,..,....,.. 26
SECTION 7,7, NO VESTED RIGHTS. , , ..... .. , . , .. .. , , . , . , . , , .. , ,. , , .. , . .. . , .. 27
SECTION 7,8, LIABILITY FOR COLLECTION. TRANSPORTATION
AND PROCESSING ..',.......................,.'...,.......... 27
. 97':371
SECTION 7.9, NO CONSEOUENTIAL OR PUNITIVE DAMAGES .".,.".,.,.",.. 27
SECTION 7.10, AMENDMENTS.,.".."..,..,.".".".,., " ,.,.,.".,.,..", 27
SECTION 7,11. NOTICE OF LITIGATION, , . , , . , ' . , , , , , . , , , . , . , , , , . , . , , . , . , , .. " 27
SECTION 7,12. FURTHER ASSURANCES, , . . , . , , . , , , , , . , . , , , . , . , . . , , . , . . , . , , . ., 27
SECTION 7.13. ASSIGNMENT OF AGREEMENT,.,.."....".,.,...,.".,.."" 27
SECTION 7,14. INTEREST ON OVERDUE OBLIGATIONS "."".,.",."."."" 27
SECTION 7.15. BINDING EFFECT,.,..."..,.".,..,..,...,.,.,.,.,..,.".",. 27
SECTION 7.16. NOTICES,.,.,...,.,...,...,..,."...."......,.,.,..,..,.".. 27
APPENDIX 1 DESIGNATED DISPOSAL FACILITY
APPENDIX 2 FORM OF HAULER ACKNOWLEDGMENT
\\
'\,
\
\
,
.,
\
\
\
\
\
\
\\
\
\.
,
,
\
,
\
\
\
\
ryEC-04-1997 12:58
CU~nllAbor Statistics:
I!'FO SERV I CES
Com~nso.tion &./ndustri41 R~latioru
.
22. ~p....,....... c-t _x. _ - __loW -pdool-"""'''-
202 606 7890
P.002/010
~l_...ltlO)
97-371
I- .... ,- --
.
. 12
.- ...- -
Do<. -, ...... .... ""'- -, ...... .... - .- .-
000.1-
~...,......... ._--~._--_._------ tlU tl1.$ tls.: 11&.4 117.1 117.' ft..a ",.. ,.... a.s ..
WldWL b, Y-T , "'-
.RJ1 :- -- -- ---..- .,4.5 ,.... ,,$.O 117." 111.' 1,." 111.1 ,.... 1>1.5 ... z.t
l'IA~...1I*idr ....1IKfV'bl - ' flU 117.5 111.0 ..... ..... ''''7 lZt.3 ,.... 123.$ ~ ...
~............ MII..........__ tlU 1\5.0 ,,5,$ ,,,... 117.3 111.1 "8.0 '.... ,- ...
~.........,..pclI\...... delalI ____...__ lU,~ tl5.3 111.' 117.1 tle.o nl.t "... ,.... It'. ~ ...
~.......--._---_...--- 111.1 112.7 ..... ...... tlU u.s.. tlP ",., "... u
- . ~ -----..----- 1'1' tl1.$ 115.2 118.' 116.1 117.5 ft'.1 11.... ,''' .. :u
WarWs. tIIr.....,~ tl... ,,~
, - P'"O"""-..-------....~---- ,,0' "3.8 11$,4 117.0 Haa 111..0 ",-. .. U
~------..,---------".--- 1117 "4.7 '15.5 111.3 111.3 "... 11'.0 ,.... ,.... .J ...
~ II:'IJ~..L...... ___......___________._ 11..0 11.... ,,:5.5 tl.. 111.5 1112 ""0 I.... ,"'7 " 2.7
~-_._-----------_. ,,&,7 117.4 117.. 111.5 ..... ,.... 12t.:J ,22., .~ .& ...
~~-----_..._- 118.8 "... ....3 IltA ,.... ,.... ,.... lZ4.4 ,.... .. ...
-,----______0_-. "... "... I1U ''''7 12U I.... ,:r:u> . 124.0 '",, .7 2.5
~~-----_._- 117.5 117. "... "".. :~ ,.... 1.21..:1 '''''.I ,.... .. ...
~...4.>>.#>_\I__~___ ,,,... 114.4 ,t.... "... " 111. "... 11t.. 120.5 .. ...
..........~- ....---- ..... ""'U 115.1 l1t.4 117.0 117.7 "... \1"7 lto.! .. 2.7
,.".,......., ~. 112.1 "'" 114,' 115.7 116..4 117.2 "I., ".., 11,,7 .. U
Eadng.....ow. ~ ~ - ,,:1.2 "42 111.0 lU..i ,t&., 117.5 "... ""4 ,.... .s ...
W~bIJ~~
~~...------ "3.7 114..1 ".... "1.7 n7.S "U 111.3 '2lU ,.... .. ...
&dud~ .... r- - -.-" "4,4 115.7 1111.' 117.. ,,1.2 "lllI "... 121.0 121.1 .. ...
Po . '--'~n~'W"". ~..- ,,&,Q 11'.1 117-' "... ,,0.5 ..... 121.3 122.2 ..... ,7 ...
~.wt...A......UId~
--.-- --- 113..2 114.7 115.3 ,,1.2 117.0 117.1 ,,1.1 ,.... ,"'.. .. ...
~~. M __-+- .. nG.7 uo.s ,,,.1 "... 1104.7 "... ,,1.2 "1.5 ,,0.7 .. '.7
~.""~~~ "4.0 ..... 1".1 117.1 11'.0 118.0 111.a I.... t2'" .. ...
~......-s___ '11-' l1U ,,3.2 ,,4.1 "... "... "... 117.5 11&0 ,. ..
Predlion paIUcIan. cnn. lid ~
DCC'. . ~- - 111..5 112.4 11:1.2 "... 1101.7 U5.5 ,,1.5 117.8 117.. .1 ...
UadliM QIlIMlIIOft. ~.... tr..-:an-- 111.4 "... tl1l 1'''-7 115.' ".. 117,2 U'" "... .7 ...
~................~. ~ - 101.7 "0- 1\t.Z ,,\.7 111.. "... .114.Q "1i.2 "... .3 2.7
----...
\atIottrS_______ ".. ,.... I''''' "... "5.7 "... 117.3 117.' "... .. ..
~--T ~ . ,- ,- 112.' 1115 ,,"'-, "... n5.3 "... "" 111" 1,.8 ... ...
~tI'lInor-. ....~..r_ "... "... It... ".. "U "... 117.5 111.5 ,'I.' .. ...
Wotan. br induny ~
~ , ------- "2.1 "U ,,<.3 "5.3 111..1 "15-' ,,1.0 118.' ,,... JI ,..
ElldudInJ.... ~ -" -- I',a.a "... "... nt.' "SJ ".... \17." ".... 11'" ,. ...
-- - .- 11"2 11~. It... \17.3 "... "'" ,..., 121.1 ,.... J ...
~~- 1iI~_... -- ".. "4.1 "... t,.... "... 117. ,," ..... "... .. ...
-- - -- 111. "... ..... .,..., "... "... ..... 117.5 "'" .. ...
s.rw;c.- "fill - 113.' ,.". ..... "5.7 ,,1.1 ..... 117.7 ,..., 111.1 -.3 ...
ec...o.- -. - '9'-' ..... ...... 11'~ ",_, "... ..... 114.1 \'4.7 " U
-- 1111 114.7 ..5.5 ..11.3 111.3 "... ..lllI l~.Q ..... ,7 ...
-- . . -_._.~ - -. ..... 114.0 ..... 117.7 "1.1 ..... ,.... ,a1.1 122.7 .. U
Ibctudint,....-T."'------ .... "" ..... 11&.7 "72 111.0 HI.' ,.... ,.... ... 11
.-- . ~ ~...-- 1111 "11 ,,<.5 "... .... ,,.., .11.1 .,.., ..... ,7 ..
-".. - .... 113.4 "4.:11 ,,<.5 "... ltJ.2 ..1.1 ..1.2 1211.6 120.' .. U
~------- 11:).4 114-4 ,,$.' ..... "1.2 117..8 ,'''7 "... ,"'.. .. :1.1
~______._...__~._.____N.. "4.3 "... ..... "... tll'..t ..... "1.5 '''''' ..... " U
s..1QI~1t~ --- -, 112.D ..11 114.7 "... ..... .,7.3 .11U ..... "1.7 " z.7
~--- " 11_...__ ,-- t,;l1 "... 115.5 "'" 111'.4 "... ..... I.... '20.7 .. ...
1ftII' ~U-. 7fT . illt.. -, 113.1 ..... "... "u "1.3 111.0 ..1.1 ItI..I ,20.4 ,. U
Eld.dng ....-:- -- -.'- 114.:r ...j "... \17.' "1.7 111. 12llA ..... 122.' " ...
-- - - - ---,,- 111.0 ::i,' "'" "4.' ".... 115.5 ..... 1\7.5 11".6 ., u
s-w."'W. - A._ --. ---. 112.. .. 114,1 I''''' "... ..... 111.7 117.2 UI.7 U ...
T_....._------'. l1U 1'2.1 .... ....7 ,'1." "I.... 1172 ..... ..,.. .. ...
T._---"~._.. ---.- ,.... ...... ...., 1\2.6 1t1' 11402 ..... 11"" 117,S .7 $.I
",. -.-.e_.._ ---_..--- "...., 11S.. ..... "t..t 111.1 111., tSU 121.4 ..... .1 U
CG..4't.. . 111_______ "... ""'7 "... ""11 117.t "... 111.$ '21.0 ..... .. ...
~ gIIt.....-..,y ......---.- ..... ,,1.3 117,'" "... ,,1.1 "... ,.... ,.... ..... .. ...
S-~.,.-,dat""
108 Momhly LAbor RnilW April /995
"'..
,,,1..._...._,,,-,, ."_"",,.,,_'":"_.~,~
--- .....---. 4.JJr
.1.0::::-::>';::1'
INFO SERV ICES
......."..,.....-'....
.
,
Current lcbor Slcl;s!iCs: Com~ & lndustnCl RoIClJeo.
202 606 ?sse
P.003/e!10
22. Emplo.'_.l ~.-... ..........--. by """"PetIon..... """'OIly Q1'Dup
~"I'J"'_,cq
s..~"tndqJ~
-371 , ,... '... ,... --...
. ..
...... - -
.... ..... ..... Doe. .... - ..... """ ...., -- --
......,..
0wlIIrl ~1._______~_____ 117., f''', ",.8 '20.' 121..3 '2U '#2 '.... .= '.0 ...
~~-r' ..,~
~""OrtIwa________._..._.._ "U 11~.7 '.... '".5 '22.. '..., '~3 125.. '.... '.. ...
Pi~)~ll.IiI~....~_____-.. '..., 121.3 '.... '.... '.... ...., '211., In.o '.. ,.. U
~.~,..A.......___~_____ "I.I f"..o ..... ".~ ,.... 'I:I~ 'ZU ..... 'a7 ',' ..,
~...~~*W --...__.... Hl.e "... 1.20.' 'at. '.... ..... '.... '.... '.... ,. :u
-- "'------- "... 115.7 "1.' Ita) f1'.2 '2Il.3 1:11.' tau '.... .0 ...
~~~.._-~.-..._--_..~. lt7..5 fl", tIt.. '..... '21" 1:".. ,.... 'ZlA '.... .& ...
-...........-
,..~p.. _\CI'IO ____~__.___ "7.0 111.0 lit.O 1TU '''.5 12,... ...., '22.. ,.... .& ..7
~----_._---_._-- fl'.o 111.0 ''''''' '20.. 'tu 'zu '.... '.... '.... .7 2.7
s..:k-",uduOng ____.._---.__ It.., 11". ,.... 120.7 '-".7 '12,& "17 ,..... ,.... '" u
s.n.c.. ____-..___ '20.1 121.3 '.... ,~.. 124.. ,.... ,.. ,.... ,... ... ...
-- ---...._~ ,.... '.... ,.... '..... 'a, ,.... 1>7.5 ".... '.... ,7 ...
- , .~---- '22.. '..... ..... 124.. 'as '.... ,... '2U '2Il5 .. ...
~-w..,_ __. 121.0 '213 ,.... ..... 125.G 'a, I".., '.... '., .. ...
~.,t>...:..~.......11___,_.~_ lt7.t flU 111..8 ,.... f.2f" '22..1 'ZU :~ 'lU ,. ...
--..;,; '---------- 'f7.7 "" ffU "... 121.1 12U '..., '..., ,., :u
-.......-.---- -'-- 117,,2 111.1 ftlU 1"," lav.. '21.5 '.... ,..., I~. ,.. ...
~..... -'pqra". '_______,_ 117.5 "... "'.4 120.0 121.0 '21.. '.... 1ZU ..... .., >.,
~bt-r l' "1I"VUI\t
,,-....., --- "... tfU '''~ ,.... 121,7 '..., '21' '..... ~ I" "7
~ ...-~.Ic... -- "... 111l, '2'.0 1.t'r.7 ,..... '.... '.... ,.... 121.1 ... ...
n-..r ...u.....~...~_~ ~.. '..... 121.3 ,= '.... '..., 1201.. '.... '.... ,.... ... 10
~~.Q..._Md~
- . . - ---- 117., "u 1~.O ...., 121.11 '22.5 I-ZI... ,..... ,..., '.& ..
s.IeI~.. -_. If." "", ".. HU' "5.8 lfP.3 ,..... '.... '.... ',7 ...
\dn"..bd._~~~~
c:t.'IcaI____----.,____..__ ,.... 118,t ,.... tau ..... '215 120 ''5.3 I.... ,.. ...
~~--_._-..~ 115.1 "8.$ tf7.s 11..0 "1.0 la, '.... 111.3 '.... .7 ..,
--........-
-T~. - "'" "'" 111.1 111.t "... "'" :;;~ 12'1.1 '21.& .7 ...
"----.....-..:-. .11G.2 111.2 "", "... "... ,10.. '.... '.... .. ."
T~f.wIQ,q Md .....................'1'11 ....__ "u ''''.0 1152 "... 111.0 117.1 "... 111.11 111.7 ,. >.:I
----...
--- - "... 117.3 117" ".. 1.tO.l ,~u '21.5 ..... ''''7 .7 ...
Slrtice~5ona___,..___ "U 111.' "1.. "'" "..4 '2D.D '... 1ttA '.... .7 ...
~lINl"""'lJl'Q.".7_~"" ..?__.. "1.. 117,.$ "L> 111.1 1ta. 121.0 '21.. ,.... ,.... '.' '.3
-.. or.......-.
~;.. ll2Ig --...-...--- flU "0.0 "u ft... '211.' '21" ...., 122.. I.... .0 ...
~.....-. I ...~_~____ 11f... 111.. 11... H'.f 11'.. ,.... ''''.a 'IU I.... .. :u
~"""'T"'''''__,,,_____ 11'.1 ,.... '21.1 122.0 '..... ..... '2,.. '25.1 'a. :r ...
~s--.~_.__ 117.T "u "... ..... '21.& '.... '>33 'I<., '.... ~ ...
~-...".,..-- "'" lIfo' "'oS f1&.1 "... flU 'aGo7 12U '.... .. ...
~~...p..",- - -, fll." 117.7 ,..., "'" 120.. 121.0 '.... '.... ~2U :r ...
C4._ICtioI. ------- "2.2 113.1 11... "".7 "..... 11S,1 "... ln~ "&.2 .a ...
~-::-'l'" "----...---- 111.0 11..0 '.... 120.' ,"'.. '.... 1215 l:u..s '1lS.2 " u
- "0,$ ,.... t.2U '..., '.... ''''7 ,~ ,.... ,.... ,7 2.3
Ucldnv __ -l'r- _ ___. ~=::: '.... '".1 ,~ f"'... '.... '.... '21. ''''7 '.... .. U
B~_ ~...__ ___ "U 117" flu 111.5 ,.." ,.,.. ,.... '21' '.... .. :u
s.n.c. .......1JdOf.._ - -- 115.11 ".., ,.... ,.... IZf,.5 ...... ''''7 '''.:1 ,n" .0 ..,
""- .---- -" - '!~~ 111.7 '1'" ,"'.. 121.1 '22.. ,.... 124.' '.... .. 2.5
--- '--- "'" '''.5 '2Il.3 ..... 1ZU '.... ,.... 'Z<.. 'a, ,.. ..,
S... JIIl~. ___~ 117.3 "... "0 "1.7 '..., 111.11 '22.' '.... ,~.. U ...
~ .......-..Iar~----.____ flU 111.0 '.... 120.7 ''''~ '.... ..... 120 '.... '.2 ...
~.......".~--..._---- lr"O ft.." ft..3 f~... 1.21.3 '22..1 'zu 'k, Ill.' U ...
~"'-r~. ____ II... ..... ,"'... ,..., '.... '.... '~7 ,.... 1a7,1 .... >.r
~~'PI.' _._______ ".. "U 117.5 111.1 "0 ,..... ..." llt.1 121.. .. ...
~-TT ..._ __ _ "" 111.7 1"3 "1.' "... 111.. ''''7 '21" '.... ,. 2.2
~~Mt.Mil: "*- - 118.. 117.2 "... I1IA ,".. ..... ,.... '23.7 ..... ,. 2.T
Ttwlllp...-.gn___ "U If... Itl.., 117., ".. "... ..... ."'.. '21., ~ ..,
-- - It!.l f.., 12U '.... U~,. ,..... '.... '.. I.... ... ...
c:r--.c:..""'Lo&....... ----. .~ 1'1.4 II... 121.0 '22.' ,.... '.... '.... ,.... '.... .. ....
...... -... --- "u 'm.1 12U ..... f2:J,1III 124.4 '.... '..... ''''.. .. ...
97
72 Monthly Labor ~&viGw .\me 1996
DEC-I1l4-1997 13:00
INFO SERVICES
202 606 7890
P.004/010
Current lobar StaliSli= Compensotlon & Inc;Utrtol Relations
.
22. EmpIOl'l11lnl Costin"'" __ and Alartes, by occup;otlon _ '_by ;_
[Juno 1989. 'lIllI
9
,... '9M 1l1l17 -ell-..
-
7-371 s 12
$0<1.. monilia mondls
-- Juno SOpt. Dee. _. Juno SopL Do<. lie.. ...- --..
..... 'lIlI7
QYII.... ~'._._~-..._--_.__..........~_....._.._._.. 12103 12t.2 123.2 '.... 125.1 'a, 127'" 12a.o 120.2 ... U
W........__
~,,--. _.._,,- 122.4 '23.1 124~ '%1.' 120 127~ '28.6 129" ''''' 1.0 3A
ProfMsion&I~II'Id~..______._ 12<2 124.1 '..., '.... ..... 12'" 130.2 '311J tU4 ~ 2.7
Ea~ N~.lIl'ldlNQgel1al_..m..._._. ,= 'a2A 'zu 12..., '2lI.2 '27.0 128.D "IA 131.0 U 18
.....-----......---- I.... 123_' 124.3 1%1.2 12&A tV'., ,.... 129.' ,.... ... ...
8Cue-eoftu MlfUIa._ ... "'.2 '20~ 121.1 121J ..... '23-9 124.5 '2&A ,2&.2 A ...
s.wce-.,,- _N....... 121.2 121.1 1~2-8 123.. '24.2 .24J1 '21.2 127.' ..... ,I U
WOItWn, r:" nfuaay dfwi&iQ!I:
""""'----,-...,.",-----_. 120.5 121.4 '22.1 122..0 ,= 125.1 '''', 12&.0 127.& ,I ...
"""W'ac1lMtIg... _..._.__ 12U '22.9 ,23.. 12-U ,.... '21.5 121.7 .21.. 120.1 .5 ...
------=- t:!1.t 122.5 '23.7 '24.3 1"-& ,.... '27J '.... ,29.1 ... U
---..-----.-,- 12... '2'" '2U '2II.lI '21.0 ..... '00.3 1oJt.' ,.... ,7 ...
HMIDro~_______.__.... 121.' '2'" 127.$ ,..... '.... .30.0 ,.... 1::11." ..... A 2._
11~pi&'" --..-~-__N. 12U ,.... '2U 127A 12'" "12 '.... 130.5 131.0 .. '"
Educdcanal ~_ -...----..- .25.0 125" 127A ,.... '2U ...., t3t.& ,= ,.... .2 ...
P\IlIlic lIdlhinis'-loftlf_.____......_.__.._._...._.__ 12U "'2' '2>.2 124.1 lZ", ,= ,.... 121.7 12&J1 .0 2.2
Naom_____..____,__ 121.1 '21.9 t2U 122.1 12S.0 1~.' ,2t.o 127.. '21.1 '" U
-........-......--.--.........,-.-... 120.. 121.5 I.... 123.. ,.... ,.... '2ll.$ la7,4 ,..... 1.0 ...
EJteIucIr.a'--1ri _..__....__ 121.0 121.1 122.. 123.4 124..7 ...., uu 127.$ ,.... .. '"
Wartor$.bp~...,.
W_...____.__._ 121.7 122.7 '2:1.. 124.3 '.... .27-0 1211.0 121.7 '00... I" ...
Exducnftt.t.Ww -'f-'l'~ J ._____._ 122.' 123." 124..3 ,.... 128,) 127.. '29.0 1211A '.... 1.1 U
P~~Md~_; -: _u._. '23.7 12... ,= 'a, 127A '2U .20.. 12ll.1 13'.0 .. ...
~,---- t21J1 ,= tn." ,.... 125.1 '.... l2IJI '"'' 1:1,.0 1.3 '"
s.-~...__._. -.-- "... "112 120.$ 120.' 122.. 12... '2>.0 12$-1 127A 1.5 ...
~.\qICIII~.Indul:ing~. 122.9 12>.5 '.... 125.3 12ll.5 127" 12LS 129.2 ,.... 1.1 s.z
~*'OIt~... - - ltO.o 120.1 120.. 12lA 122.$ 1217 12-U '25.. l2&J) ,7 2Jl
Pr.dIIan~G:lft.anrs... "1-1 III.! 121.0 121.4 ,.... '2>.> '2<.2 125.. '2S.I ,& ...
~~"""""""inI~__.. IllLl ''''' 121A 'ZU 12:l.4 12... 125.. .:tG.4 ; 127~ .. ...
T~MllI__IIIIMftQ_r - n'1.o 117.1 ,,8.5 "1-1 12Il.D ,- 121.0 '21.1 ,l22.3 '.0 u
-.--.---...... 120.1 1212 12loS l22.I 1242 121.' 129 127.' ..... '-0 :sA
....... -1_..._...----- tlR... 1~.O 12\1.0 t.tu '22.2 12:1.. 124.' '2$,' '2U :1 ...
PIOduclonMdft(Wq~~S____ 111.11 121.0 121.8 '2>.. '25J 1:l4.t '25" 12&,$ ID.7 .9 ...
W<ric.-s,t:lf1ndczs*y""1Ibt.:
-......-- -, 12llA 1.21.-' 122.' '22.9 lZU '25.. ,2tI., ,:/6.1 127.5 .. ...
. EJadulinga.-.-"VIMII__.__ 11'.1 120.9 t21.& 122.4 ,2>.. ,.... '25,7 ,.... .27.0 .5 ...
wo_______.__ '23.0 lZl.l 124.. 125.3 120.2 '21.3 'OU '29., .- ,. .."
EErwslna t.aa. - r . _. .,- 121.1 '22.> '23.2 124.. 1215.3 ,.... 127:1 121.. 12t.a .. ..,
8'-<:a1at........."lll'll_ --'- 111-1 11'.' 12ll.7 121.. '22.4 '2>J ..... '25.3 ,.... ,& :1.2
~- -- -- "... 1,$.7 11... n7.4 "" "'" l20A 1.... '22.0 '.0 ...
-- -- 121..8 122.' ''''' ..... 125A 12&.$ .27:1 lZIA '1$.1 .5 ...
W~-f- -- ,.... '204.7 '.... "'Ll 121.1 '..... .2u '~1 ,.... A U
Excb:Ing.....-" ..= -, '.... 12>.2 ,.... 1:l4.t '2IJl 121.0 ..... 12U .:lU .3 2.&
~-'f'- --- ,.... 121.8 122.2 12:1.1 124,2 lZU .2U 121~ ,_ .. ..,
o...~__ ------.-...- 121" 122.1 '2U 124.3 '2&.. '2lL5 12'.7 121.4 ,.. .. ..,
-----.---.- 121.9 '.... 12>.3 ,..... 121., '21.. 127.1 '211.5 121.3 .. U
s...~l.... oc;lna-- '.. - 12'D.7 t2U 122.1 1%1.2 .24.7 ..... ''''7 '27.5 'aG 1.2 ...
iEadudInt.aIaS~_,___,,-_ 121.8 122.$ tZU ,.... 125.1 ,.... 127.1 12a..1 ''''7 '_1 :u
WflM.(oIar-T -I ......- flu 122.> '23... ..... '%1.. '2... 127.' 12t1.S 130.1 1.2 ...
E.:.cJldnQa.--y - -, "_'w- 12:3.2 ,23.1 .~, '2:1.1 '''.2 '21.' "... 121.1 131.5 1.2 'A
el...-callu~._._._.. 119~ 120.5 121.1 1%1.4 ''''7 lZl.$ ,2>.1 124.1 .2&.0 '.0 2.1
~-r- ----...----. 1,..03 Itt.8 120.7 121.3 'a2.o ''''1 124.0 '2$.1 '2S.s 3 3:1
T~aIldpvblc~_.____._ 121.2 122.0 '22~ 123.7 12'" 125.D '2S.0 127.0 '2Il.2 .0 ...
T~..___.._.____._ 119..0 11..8 '21.0 121.6 122.1 123.2 12'" 124.7 12&.5 1A U
"'-....... ...--... 123.1 '... '25'" ''''1 ..... Itr.l ..... 121.1 '.... .2 U
c~~ ....- 12~.3 124.1 ,...3 '.... 121.1 '.... ,.... 100.3 .."'~ -.' ...
EIecft. -,.IId &MIary .......______ 12:1.. 12... I"'" '25~ 127.0 ,.,3 12ll.$ ,.... ...... 1.' U
WhDI....and ..-.......____ l1t.~ 120A 121.& 122.) ,2:>.1 124.' ,25.1 'lI7.o '.... 1.2 3:1
~.,....-T--aa.__.__.__ 120.2 ."".. 1~'" '2>'" 124.4 '2" 126.3 171.7 '212 1.:J ...
---- -- I.... 122.7 IZU 12S.s I., ,.... 121.S '21.1 ISlA 'A 4Z
f~....._..-~ ...-- 122.2 122" lZlJ 1~." '2ll.3 127.4 12U 1.... f31" ,,& ...
Auil...... -.....-.---.. 11&.1 118.& 120.$ ,.... 122.. '2:1.1 '2(.4 1:S" 127.1 ..0 :u
~oocI~..______._....~ 117.1 117.8 11&.' 111.1 ~ 121.3 .2:1.1 .24.7 :~ .. 2.&
c....__..,_,_ , 117.9 "LS 11!1.D 110.1 121.0 121.7 122.' 124.7 ~ U
$oM ~ it erd at.....
76 Monthly Labor ReView June 1997
97-371
E New Vendor Code Dept. (:r;~/bS I
M Change . . SC A
X Cancel
County Department Dept. Orgn. Contractor's License No.
PSG-Waste Svstem Division
County Department Contract Representative Ph. Ex!. Amount of Contract
Gerrv Newcombe 386-8703
Fund I Oept, I Organization I Appr. I Obj/Rev Source Activity I GRC/PROJ/JOB Number
Commodity Code Estimated Payment Total by Fiscal Year
FY Amount 110 FY Amount 110
Project Name
- - - -
- - - -
- - - -
FOR COUNTY USE ONL Y
t
. .
~
County of San Bernardino
FAS
CONTRACT TRANSMITTAL
CONTRACTOR
City of San Bernardino
Birth Date
Federal 10 No, or Social Security No.
Contractor's Representative
Fred Wilson, Acting City Administrator
Address
300 North D Street, San Bernardino, CA 92418
Phone
(909) 384-5122
Nature of Contract: (Briefly describe the general terms of the contract)
A 15 year Waste Delivery Agreement between the County and the Ci~)' of San Bernardino
for use ofthe County landfill system, January 1,1998 to Dec~.lllber 3J;20I2.
/I contracts not prepared on the "Standard Contract" form.)
Reviewed as to Affirmative Action
Reviewed for Processing
~
~
Agency Administrator/CAD
Date
Date
Date
02.12294-000 Rev. 11'90