HomeMy WebLinkAbout30- Public Services CITY OF SAN BERNARDINO - REQUEST FOR COUNCIL ACTION
X James Howell, Director Subject: A resolution of the City of
San Bernardino authorizing the
Dept: Public Services execution of an agreement with
County of San Bernardino Waste
Date: November 06, 1997 U Systems Division.
Synopsis of Previous Council Action:
Norcal proposal of June 26, 1997 was continued from August 4,1997 to October 06, 1997, to
November 3, 1997.
Recommended Motion:
Adopt the Resolution authorizing the Mayor to execute the Waste Disposal Agreement between the
City of San Bernardino and the County of San Bernardino Waste Systems Division.
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7 Sig atur
A Nftwo-
Contact person: Lynn Merrill Solid Waste Manager Phone: 5140
Supporting data attached: Attached Staff Report from James Howell Ward: All
FUNDING REQUIREMENTS: Amount: n/a
Source:(Acct. No.) 527-412-5179 & 527-413-5179
(Acct Description) DUMP FEES
Finance:
Council Notes:
W1'� �q�
Agenda Item No. 3D
10 STAFF REPORT
November 6, 1997
Staff is requesting Council adopt the attached Waste Disposal Agreement (WDA) between the
City of San Bernardino and the County of San Bernardino. On November 4, 1997, the Board of
Supervisors approved the language contained in the WDA and authorized County Staff to present
the WDA to the cities for execution.
This agreement is for a fifteen year period and provides for the following benefits to the City of
San Bernardino:
• A reduction of the landfill tipping fee charged to the City, from $33.00 per ton to $28.50 per
ton, effective January 1, 1998. Estimated savings for remaining FY 97-98 are expected to be
$250,000. Savings for FY98-99 are estimated to be $546,000 and will be reflected in next
year's budget.
• Indemnification for environmental liability in the amount of$15.0 million for the City's use
of the County landfill system. This includes liability protection for past usage, as well as any
potential current and future liability, excluding CERCLA and RCRA. This indemnification
will survive the fifteen year period of the agreement.
• Strict control over future tipping fee rate increases, including definition of a process for
tipping fee rate adjustments by the County.
• This agreement does not affect the City's ability to aggressively pursue waste reduction and
recycling opportunities in accordance with the mandates set forth in AB939 and which may
further reduce the City's disposal costs.
While the tipping fee presented in this agreement is not the lowest tipping fees available within
Southern California when compared to rates presented in either Orange County ($22.00 per ton)
or Riverside County ($23.50 per ton), staff believes that this rate is competitive when the cost to
transfer the wastes from the City to these distant counties is included in the analysis.
During the FY97-98 budget process, Council sought a reduction in the disposal costs of the
Refuse Division in the amount of$330,000. Staff is confident that, with the proposed savings of
$250,000 in disposal cost, as well as $80,000 savings resulting from two unfilled Refuse Route
Supervisor vacancies within the Refuse Division,the $330,000 budget reduction will be met.
Staff is requesting that the Common Council authorize the Mayor to execute the Waste Disposal
Agreement .
WASTE SYSTEM DIVISION NOV 0 7 1997 COUNTY OF SAN BERNARDINO zi,, PUBLIC SERVICES GROUP
7° pest Hospitality Lane,Second Floor • San Bemardino,CA 92415-0017 GERRY NEWCOMBE
36-8722 * Fax(909)386-8786 Contract Administrator
November 6, 1997
City of San Bernardino
Fred Wilson,Acting City Administrator
300 North"D" Street
San Bernardino,California 92418
Dear Mr.Wilson,
After several months of negotiations between a Consortium of 17 cities and County staff,a landmark agreement has
been reached regarding the continued use of County landfills by the cities and the related costs and liabilities of doing
so.This Waste Delivery Agreement(WDA)meets everyone's goal of guaranteed, long term disposal capacity and
flow for a predictable rate.The Contract Rate of$28.50/ton is$4.50 lower that the present tipping fee of$33/ton,and
will be available beginning on January 1, 1998,to any city executing a WDA.
On November 4, 1997,the San Bernardino County Board of Supervisors approved the standard WDA and directed
staff to present the agreement to each city in the County for consideration. County staff and the Consortium's
negotiating committee are confident that the WDA is beneficial to both parties,and will be available to jointly present
the agreement to city executives as they review and consider it for adoption. In addition to attending the November
20, 1997 City Managers meeting,we plan to contact each manager individually and arrange a time to meet and
discuss the WDA.
A copy of the final agreement is attached for your information and review. Please feel free to contact me or any
member of the Consortium negotiating team with any question or comments. We look forward to meeting with you
and moving this process to its final phase of executed Waste Delivery Agreements between the cities and the County.
Sincerely,
Gerry Newcombe
Contract Administrator
GN js
Attachment
cc: Honorable Board of Supervisors
Tim Kelly,Assistant County Administrator
John Davis,Mojave Desert/Mountain JPA
Ken Jeske,City of Fontana
Lynn Merrill,City of San Bernardino
Marsha Godwin,City of Chino
Conway Collis,Collis Associates
Jim Bateman,NORCAL
g,ard of Superr'scrs
s
S. sf D+str+., DENNIS H,°NSSERGER 't:rd Dis*.s_
Second District LARRY."la'_KEER =_urtf- O!s', _.
': Aa 71 ERRY EAVES F f-h District
CITY OF ADELANTO TOWN OF APPLE VALLEY CITY OF BARSTOW
MIKE SAKAMOTO,CITY MANAGER BRUCE WILLIAMS,TOWN MANAGER PAUL WARNER,CITY MANAGER
11600 AIRBASE ROAD 20440 HWY 18 220 E MOUNTAIN VIEW
ZOX 10 P O BOX 429 BARSTOW CA 92311
,ANTO CA 92301 APPLE VALLEY CA 92307
CITY OF BIG BEAR LAKE CITY OF CHINO CITY OF CHINO HILLS
RUSSELL CARLSEN,CITY MANAGER GLEN ROJAS,CITY MANAGER DOUGLAS LA BELLE,CITY MANAGER
P O BOX 10000 13220 CENTRAL AVENUE 2001 GRAND AVENUE
39707 BIG BEAR BLVD P O BOX 667 CHINO HILLS CA 91709
BIG BEAR LAKE CA 92315 CHINO CA 91710
CITY OF COLTON CITY OF FONTANA CITY OF HESPERIA
LEN WOOD SAMUEL C SCOTT INTERIM CITY MGR DAVID BENTZ
INTERIM CITY MANAGER 8353 SIERRA AVENUE INTERIM CITY MANAGER
650 N LA CADENA DRIVE P O BOX 518 15776 MAIN STREET
COLTON CA 92324 FONTANA CA 92335 HESPERIA CA 92340-7000
CITY OF HIGHLAND CITY OF LOMA LINDA CITY OF GRAND TERRACE
SAM RACADIO,CITY MANAGER PETER R HILLS,CITY MANAGER THOMAS SCHWAB,CITY MANAGER
27215 BASELINE SUITE"A" 25541 BARTON ROAD 22795 BARTON ROAD
HIGHLAND CA 92346 LOMA LINDA CA 92354 GRAND TERRACE CA 92313
CITY OF NEEDLES CITY OF ONTARIO CITY OF MONTCLAIR
TOM PARRY,CITY MANAGER GREGORY DEVEREAUX,CITY MGR LEE MC DOUGAL, CITY MANAGER
1 111 BAILEY AVENUE SUITE 9 303 E"B"STREET 5111 BENITO STREET
NEEDLES CA 92363 ONTARIO CA 91764 P O BOX 2308
MONTCLAIR CA 91763
c iY OF REDLANDS CITY OF RIALTO CITY OF RANCHO CUCAMONGA
GARY LUEBBERS,CITY MANAGER JOSEPH GUZZETTA,CITY MANAGER JACK LAM,CITY MANAGER
35 CAJON,SUITE 200 150 SOUTH PALM AVENUE 10500 CIVIC CENTER DRIVE
P O BOX 3005 RIALTO CA 92376 P O BOX 807
REDLANDS CA 92373 RANCHO CUCAMONGA CA 91729
CITY OF TWENTYNINE PALMS CITY OF UPLAND CITY OF SAN BERNARDINO
JIM HART,CITY MANAGER G MICHAEL MILHISER,CITY MGR FRED WILSON,ACTING
6136 ADOBE ROAD P O BOX 460 CITY ADMINISTRATOR
P O BOX 995 460 N EUCLID AVENUE 300 NORTH"D"STREET
TWENTYNINE PALMS CA 92277 UPLAND CA 91786 SAN BERNARDINO CA 92418
CITY OF YUCAIPA TOWN OF YUCCA VALLEY CITY OF VICTORVILLE
JOHN TOOKER,CITY MANAGER BRAD KILGER,TOWN MANAGER JAMES L COX,CITY MANAGER
34272 YUCAIPA BLVD 57090 29 PALMS HWY 14343 CIVIC DRIVE
YUCAIPA CA 92399 YUCCA VALLEY CA 92284 VICTORVILLE CA 92392
1 RESOLUTION NO.
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
5 BERNARDINO.
6 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE
CITY OF SAN BERNARDINO AS FOLLOWS:
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
SECTION 2. The authorization to execute the above referenced agreement is rescinded
13
14 if the parties to the agreement fail to execute it within sixty (60) says of the passage of this
15 resolution.
16
17
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19
20
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26
27 November 06, 1997
28
1 RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING THE
2 EXECUTION OF THE WASTE DISPOSAL AGREEMENT BETWEEN THE COUNTY
OF SAN BERNARDINO AND THE CITY OF SAN BERNARDINO
3
I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Mayor and
4 Common Council of the City of San Bernardino at a meeting thereof, held on the
5 day of , 1997 by the following vote,to wit:
6
Council Members AYES NAYS ABSTAIN ABSENT
7
8 NEGRETE
9 CURLIN
10 ARIAS
11 OBERHELMAN
12
DEVLIN
13
14 ANDERSON
15 MILLER
16
17 The foregoing resolution is hereby approved this day of ,1997.
18
19
20 TOM MINOR, Mayor
City of San Bernardino
21
22 Approved as to form and
23 legal content:
24 James F. nman,
25 ,� ,�
City A
26 BY:
27
28
November 6, 1997
2
CITY OF SAN BERNARDINO
INTEROFFICE MEMORANDUM
TO: Jim Penman
City Attorney
�
FROM: Huston T. Carlyle, JrSr. Assistant City A
DATE: November 10, 1997
RE: Waste Disposal Agreement Between City and County
Reference is made to the above-indicated subject. In that regard, I have reviewed the
attached Waste Disposal Agreement and note that the prior legal concerns raised by you in
meeting(s) with Martin Czerniak appear to have been all resolved in favor of your position.
However,since the prior meetings were working off of the County's version and the Waste Disposal
Agreement we have received is the product of the negotiations with the "consortium," I note the
following sections in the Agreement with a brief description to assist in your analysis, particularly
the last section mentioned, Section 7.3:
1. Section 2.1 - The representations and warranties contained therein by the City appear to be
accurate, including the "No Litigation" representation under 2.1(D).
2. Section 3.1(D) - This section requires the City to use its best efforts to amend and modify
any outstanding waste disposal agreements to make them consistent with this Agreement. The City
would also notify in writing each franchise hauler of the County's third part beneficiary rights in the
outstanding agreements.
3. Section 3.1(F) -This section obligates the City to use its best efforts to preserve, protect and
defend the integrity of this Agreement in court, if necessary.
4. Section 3.1(I) - This section indicates that the City agrees not to conduct any disposal
services which would be in competition with what is being provided by the County, although the
County acknowledges that the mere development by the City of a materials recovery facility or a
transfer station does not, by itself, violate this section.
I
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5. Sections 4.2(A) & (B) - These sections set the rate which would be paid to the County
($28.50 per ton) and provides an escalator clause for rate adjustments in future years.
6. Sections 5.1, 5.2 & 5.3 -These sections set forth the remedies that both the City and County
have (it is the full range of legal redress) should a breach occur by one party or another. They also
set forth the grounds upon which the City can terminate, both for convenience and for cause.
7. Section 5.6 - This section provides that all legal actions and proceedings related to this
Agreement shall be solely and exclusively initiated and maintained in courts of the State of
California having appropriate jurisdiction.
8. Section 6.1 - It is proposed that this Agreement be for a term of 15 years.
9. Section 7.3 - The County agrees to indemnify, defend with competent counsel reasonably
selected by the County,protect and hold harmless the 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 any of the foregoing or in enforcing this indemnity). The County does not indemnify for
willful, deliberate or grossly negligent delivery by the City of Hazardous Substances or Hazardous
Waste in the Disposal System, or to vehicle accidents or waste delivery activities or to any
Hazardous Substances, Hazardous Waste, petroleum product or other Unacceptable Waste not
accepted for disposal in the Disposal System.
This section further indicates that 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 joint
j representation of such parties pursuant to this indemnity, and that the City agrees to cooperate fully
and completely with the County and will waive, in writing, any conflict, actual or apparent, created
by the joint representation of such parties pursuant to this indemnity.
Finally,this section bestows upon the County 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.
attachment
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IMP
CITY OF SAN BERNARDINO
INTEROFFICE MEMORANDUM
TO: Jim Penman
City Attorney
I
FROM: Huston T. Carlyle, Jr.
Sr. Assistant City Atto y
DATE: November 12, 1997
RE: Waste Disposal Agreement Betwe City and County
Attached is a proposed 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 have reviewed the Agreement and, in addition to my observations contained in my
memorandum to you dated November 10, offer one additional note:
Section 3.5 (A) states as follows:
"(A)Generally. 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)."
This "most favored nation clause" is different that the past versions in that past versions also
permitted the City,whether it was shopping around or simply became aware of a "better deal," the
option to offer it to the County and if the County declined, the City could get out of the Agreement
in a specified manner. As a result of negotiations,the "most favored nation clause" contained in this
Agreement applies only to San Bernardino County agreements. This may or may not be important
(right now, this Agreement is better than anything else out there according to the staff report),
depending on what happens in the industry in the next 15 years,but it is a change from prior versions
again, due to negotiations (such as a more favorable rate per ton and the ability of the City to
terminate for convenience, albeit with a payment clause).
These observations are set forth for your consideration on whether or not this office should
sign off on the resolution.
' EXECUTION COPY
WASTE DISPOSAL AGREEMENT
Bct%ceen
THE COUNTY OF SAN BERNARDINO, CALIFORNIA
and
Dated , 1997
County Authorization Date: City Authorization Date:
County Notice Address: City Notice Address:
Emergency Contact: Emergency Contact:
i
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TABLE OF CONTENTS
Page
RECITALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
INTERPRETATION . . . . . . . . . . . . . . . ' . . . . . . . . . 3
ARTICLE I DEFINITIONS AND IN . . . . . . . . . . . . . . . .. . . . ... . . . 3
SECTION 1.1. DEFT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 8
SECTION 1.2. [NTERPRFTAUQN_ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ARTICLE II REPRESENTATIONS AND WA
ES 10
SECTION 2.1. REPRESENTATIONS AND WARRANTIES OF THE CITY . . . . . • • • •
SECTION 2.2. REPRESENTATIONS AND WARRANTIES OF THE MUNTy • • • • • . . . . 10
ARTICLE III DELIVERY AND ACCEPTANCE OF WASTE I 1
AND PROVISION OF DISPOSAL SERVICE . . . . . . . . . . . . . . . . .
SECTION 3.1. DELIVERY D FWA5-TI • • - • • • • • • • • • • • " " • " " 11
SECTION 3.2. PROVISION OF DISPOSAL SERV S BY THE CO 1UM 14
1NTY RIGHT TO REFUSE WASTE 16
SECTION 3.3. CO " " " "
SECTION 3.4. MISCELLANEOUS OPERATIONAL MATTERS . . . . . . . . . . . . . . . . . . . . . 17
. . . . . . . . . 17
SECTION 3.5. OTHER USERS OF THE DISPOSAL SYSTF�M • • • • • • • ' ' ' 17
SECTION 3.6. COUNTY PROVISION OF WASTE DIVERSION SERVICES . . . . . . . . . .
ARTICLE IV CONTRACT RAT . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . .
G AND SECURING PAYIv1FNT OF CONTRA.... ... . . . . . . . . . .
T RATE . . . . • . 19
SECTION 4.1. C'HARGIN I9
SECTION 4.2. CONTRACT RASE ' ' ' 'ITY FNT OF THE CONTRAST 21
SECTION 4.3. RESPONSIBIL FOR PAYTvI 21
SECTION 4.4. BILLING OF THE CnACT RATE • • • • • • " " " '
ARTICLE V BREACH, ENFORCEMENT AND TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
DIES . . . . . . . . . . . . . . . . . . . 22
SECTION 5.1. BREACH REMAON ' ' ' ' ' ' ' " ' 22
SECTION 5.2. �;•�. ��Nn�.R�CE TER_ . . . . . . . . . . . . . . . . . . . . . . . . . . .
. 22
IN
SECTION 5.3. TERMATION . . . . . . . . . . . . . . . . . . . • • • • • " " " " " " ' . . . . . . 23
SECTION 5.4. NO WAIVERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
SECTION 5.5 DA AG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
SECTION 5.6. DRUM FOR Dicvi tTF uF.SQLUT-ION . . . . . . . . . . . . . . . . . . . . . . . . . . . .
24
ARTICLE VI TERM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
SECTION 6.I. EFFECTIVE DATE AND TERM . . . . . . . . - • • • • • . . . . . . • • • • " " . . . . . . .
. . . . . . . . . . . . . . . .
ARTICLE VII GENERAL PROVISION . . . . . . . . . . . . . . . . . . 25
SECTION 7.1. QpFT TTrIA! elsn a(eTTtiTENANCE OF THE DISPOSAL SYSTEM
SECTION 7.2. 1NC'ONTROL� ARI F CIRCUMSTANCES[;R ALL-Y • • • • • • • • • • • • • 25
. . . 25
SECTION 7.3. INDEMNIFI ATION . . . . . . . . .. . . . . . . . . . . . . . . .. . . . . . • • • •• • " ' 26
SECTION 7.4. RELATIONSWE OF ME PARTIES . . . . . . . . . . . . . . . . . . • • • • " " " " '
26
SECTION 7.5. LIMITED RECOU9.5F . . . . . . . . . . . . . . . . . . . . . . . . . . • " " " .. .. . . . . . 26
SECTION 7.6. PRE EXISTING RIGHTS AND LIABILIT[ES . . . . . . . . . . . . . . . . . . . • •
SECTION 7.7. NO VESTED Ri THTS • • • • ' ' ' ' ' . . ANSPORT�TL4�
F SECTION 7.8. ]LIABILITY FOR COLLECTION
AND PROCELSING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. ... . . . . 27
SECTION 7.9. NO C TFT�j AL•OR PI TMTIVE DAMAStE� .. . . . . . .... . . . . . . . 27
SECTION 7.10. AMENDMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . .. .. . . . . . . . . 27
SECTION 7.11.N lcF OF L.ITIC=ATION . . . . . . . . . . . . . . . . . . . ... . . . . . . . . . . . . . . . . 27
SECTION 7.12.Ft TRTHER ASST TRANCES . . .. . . . . . . . . . . . . . . . . ... . . . . . . .. . . . . . .. . 27
SECTION 7.13.ASSIrN 4FNT OF AGREEMENT . . . . . . . .. .. . . . .. . . . . . . .. . . . . . . . . 27
SECTION 7.14.'*r r-cuFST ON OVERDIE OBLIGATIONS . .. . . .... . . . . .. .. . . . . . . . 27
SECTION 7.15.BINDING EFFECT . . . ... . . . . .. . ..... .. .. .. ....... ........... ... . 27
SECTION7.16.NOTICES . . . . . . . . . . . . . . . . . .... . . . . . . . . .. . ..... . . ....... . . . . . . . 27
APPENDIX 1 DESIGNATED DISPOSAL FACILITY
APPENDIX 2 FORM OF HAULER ACKNOWLEDGMENT
WASTE DISPOSAL AGREEMENT
THIS 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 of 50%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.
1
It is,therefore,agreed as follows:
2
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ARTICLE I
DEFIlYITIONS AND INTERPRETATION
SECTION 1.1. DEFIMTIONS. 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
III landfills 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 sea.(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 sea.(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,financing,
ownership, possession, operation or maintenance of the Disposal System or other matters to which
Applicable Law applies:
(1) 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
(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;
r v' ,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 omission or 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 of the 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
3.1(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
"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 3.7(A)hereof.
"Designated Disposal Facility"means the sanitary landfill or other facility operated by or
for the County as part of the Disposal System he County designated
hereto as of the Commencement Date,disposal
location for Controllable Waste delivered to ty p
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 Po
rocessin 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 2 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 40180 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
"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 40141 (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
gt Kq.)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 6.1(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
"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 sea.(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" of 2,000 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 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
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; (f) 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 cperating 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 3.1 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
i
(D) Headings. 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 Azree ent. 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)Counterparts. This Agreement may be executed in any number of original counterparts.
All such counterparts shall constitute but one and the same Agreement.
(G) Applicable ble Law. This Agreement shall be governed by and construed in accordance
with the Applicable Laws of the State of California.
(H) accounting 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) _ everability. 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) Jn1qZrLf . 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
ARTICLE II
REPRESENTATIONS AND WARRANTIES
SECTION 2.1. REPRESENTATIONS AND WARRAJMF.S OF THE CITY. The City
represents and warrants that:
(A) Fxi . 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) 1I` 2 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 WARANTiES OF THE COUNTY. The
County represents and warrants that:
(A) E)CLq=. The County is a political subdivision of the State of California validly
existing under the Constitution and laws of the State.
(B)Dug Authorzation. 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 .itigation. 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
adversely affect the performance by the County of its obligations hereunder or under any such other
agreement or instrument.
i..r
11
ARTICLE III
DELIVERY AND ACCEPTANCE OF WASTE
AND PROVISION OF DISPOSAL SERVICE
SECTION 3.1. nF.L.iVERY OF WASTE. (A)Waste disposal 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
Agre,zment 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 Processing 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 3.1(Q.)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
(C) Waste Delivered to Trans S"r'^" ^r p�"`P`sin� Facties. 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 1, 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
concurrert!y 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 3.1(Q.) 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 Disposal and Comply with this Aereemen�. On or before
January 1, 1998,(1)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
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 permitting
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 permit, such as but not
limited to the suspension, revocation and termination 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 determine 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 confirms 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) Legal Challenges to Franchise System. 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
determination 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
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 System. 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 collccted,
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.transaortation routes and compliance with Applicable Law,and all other information which
may reasonably be required by the County in connection with this Agreement.
(I) CitxActions 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,modify or otherwise limit in any manner the City's land use
authority.
(J) No Right of Waste Sub5titution. 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 Restructuring. 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
SECTION 3.2.
vRnviaiQr1 OF DID°nc nt cFRViG1iS BY THE CQUNTY•(A)Seryice
Covenant. Commencing January 1, 1998,the County shall provide or cause the provision of the service of
(1)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 slid waste mansigement practice and environmental
under this Agreement, Applicable Law and prudent
considerations, so as to enable the County to provide the services hereunder at the Contract Rate.
(B) Tern orarti Unavailability of Designated DisDOSaI Facility; Provision of Transfer
Ca2acqy. 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
robable duration. The County shall co
its obligations hereunder,and the County's best estimate of the 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,an 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
include reasonable subs�tantiatioDnsothe System)exceeds
nvoi edthe then
current Contract Rate.The invoice shall
(C) T Pr*nination by 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
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) Chan Ye in Designated Disposal Facility by Mutua 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 Designated 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 Remaining�DisWsal 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) Right of Refusal.
Notwithstanding any other provision hereof,the County may refuse delivery of:
(1) Unacceptable Waste; and
(2) Controllable Waste delivered at hours other than those provided in Section 3.5
hereof.
(B)Identification of i inacceptable 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. If the 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
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) Dispgsal of Unacceptable 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 1, 1995 and (ii) $250,000 for events giving rise to coverage which events occurred on or
after October 1, 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. SCFLLANEOUS OPERATIONAL MATTER.(A)Permit Revisions
or Stipulated 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 Weighine. 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) Generally. 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) Receipt of lmoorted_A_ cs�,gptable Waste on a L 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 of Imported 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
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 Rmcling 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 Design 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.
(g) Separate City-Courly Diversion Service Agreements. 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 Programs in Unincorporated 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.
d
19
ARTICLE IV
CONTRACT RATE
SECTION 4.1. ^""°�'i:rr eNm eFrr m rNC,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) Qene ally. 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) escalation during the Term of this Agreement calculated in accordance with Section
4.2 (B).
Prior to adjusting the Contract Rate as a result of any of the circumstances described in
Section 4.2(Axi),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(Axi)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(Axi).
(B) Calculation of Escalation. For purposes of Section 4.2(A)(ii), the Contract Rate shall be
adjusted in accordance with the formula described in this Section each July 1 during the term hereof,
commencing July 1, 1999. The adjustment shall be calculated in accordance with the following formula:
Contract Rate = Fixed Portion + [Escalating Portion x Index]
Where,
Fixed Portion = $10.87
Escalating Portion = $17.63
Index = Price Index, which shall be determined in accordance with the
following formula
I .7[PPI,/PPIJ+.3[EI,/El j
20
PPI, = 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)
PPI2 = Producer Price Index, Industrial Commodities for the month of
February, 1998
Ell = Employment Cost Index,Compensation,Private Industry Workers,
as published by the United States Department of Labor Statistics
in the publication Monthly Labor Review,Table 22 for the month
of February in the year the adjustment is being made(e.g.,the first
adjustment will use the February, 1999 value)
E12 = Employment Cost Index,Compensation,Private Industry Workers
established for February, 1998
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_Adjustments. In the event the County determines that it is
entitled to an adjustment of the Contract Rate pursuant to Section 4.2(Axi), 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 of the 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 remedies 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) Challenges to Rate Adjustment.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 calculated at the
21
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. L 4T OF THE CONTRAC—T.(A)P.a=eni
by Cit)t. 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, f:es 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 drat 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) payment by 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 Hauler 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 Haulees franchise, permit or license rights.
(C) Dhputej. 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
SECTION 4.4. BILLING OF THE CONTRACT RATE.The County shall continue to bill
Contract Rate after January 1, 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.
23
ARTICLE V
BREACH,ENFORCEMENT AND TERMINATION
SECTION 5.1. BREACH REMEQIU•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 parry 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 TERlVLTgATION.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(A) hereof shall not survive such
termination, notwithstanding Section 6.1(B).
SECTION 5.3. TF_MINATION. (A)By 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) gy County. 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
(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
5.5) 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 parry 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)City. In 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
ARTICLE VI
TERM
SECTION 6.1. EFFECTIVE HATE AND TERM. (A) I=. 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 RiE)L. The rights and obligations of the parties hereto pursuant to
Sections 3.1(E), 5.1,5.3,5.5,7.2,7.3 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, 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. At the end of the Term of this Agreement,
all other obligations of the parties shall terminate.
26
ARTICLE VII
GENERAL PROVISIONS
SECTION 7.1. OPERATION AND M,arN i'FNANCE 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,Mitigation. 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 15 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
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 107(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 and 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.
(B) 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
property of the City. The County shall make
and required thereby, and no such amounts shCoun constitute
Solid Waste Enterprise Fund for the payment of any
adequate provision in the administration of the County
amount or the performance of any obligation which may be due hereunder. Except
as specifically e c•ifi
call
set
.
SECTION 7.6. - rights,obligations
forth herein,nothing in this Agreement is intended to affect,release,p,�as modify Date relating
or liabilities which any party hereto may have to or against
related matter.
to the disposal of waste in the Disposal System or any
The City shall not acquire any vested property,
SECTION 7.7. NQ� n�C'—�' ry
license or other rights in the Disposal System by reason of this Agreement.
�, IQN TRANSPORTATION AND
SECTION 7.8.
R , Any liability incurred by the City as a result of collectiegAcceptable ttin ce W licensing, or authorizing o�
it fo�T$1on from landfill,
or
shall be its sole liability,f exceptsas a pressly otherwise provided herein.
arranging any of the foregoing, . In no event shall
SECTION 7.9.
rtn ('ONSEQ lE[ NT1AL OR P I V
either party
hereto be liable to the other or obligated in any mans toripn to
of rrin,connection with the
consequential, punitive or similar damages based upon clay
ce or non-performance of its obligations or otherwise under claim`s are based upon contract,tort,
inaccuracy of any representation made in this Agreement,whether s
negligence,warranty or other legal theory.
IviE�--DNt1�N�.• Neither this Agreement nor any provision hereof may
SECTION 7.10. A
ed modified,amended or waived except by written agreement duly authorized and executed by both
be changed,
parties.
NQTTrF nF LITI A� TIQN• Bch party shall deliver written notice to the
SECTION 7.11.
Legal Proceeding to which it is a party and which questions the validity or enforceability of this
other of any g or the County or any Legal Entitlement issued in connection herewith.
Agreement executed by the City
SECTION 7.12.E IDE AS MANC-U' At any and all times the City and the County
far as may be authorized by law shall pass,make,do,execute,acknowledge dgsand anew aer any and every e y
so f Y
such further resolutions,acts,deeds,conveyances,instruments,assignments,
be necessary or reasonably requested by the other in order to give full effect to this Agreement.
SECTION 7.13. ASS1, GNMETT OF AGR_E>,�MENT Neither this Agreement nor any of
is or obligations hereunder may be assigned by either party hereto without the prior written consent
the rights withheld in the other party's sole discretion.Notwithstanding the foregoing•
of the other party,which may be
either may assign this Agreement to another successor public entity, subject to the reasonable
that a park' not requesting the assignment shall have the right
consent of the other party•In such circumstances the party
to demand
assurances of the financial,technical and legal ability of the proposed assignee to undertake the
responsibilities and obligations of the assigning party.
OBLiGA_T14NS• Except as otherwise
SECTION 7.14. er, nd revenue or reimbursements,that
provided herein,all amounts due hereunder,whether as damages,on the amount outstanding from time to time,
are not paid when due shall bear interest at the Overdue
is of a 365-day year,counting the actual number ofdeemed added to the all
amount due,interest
as accrued.
on the bas Applicable Law,be
any time shall,to the extent permitted by App
29
This Agreement shall bind and inure to the benefit
SECTION 7.15.R � an interest hereunder consistent with the
of the parties hereto and any
successor or assignee acquiring
provisions of Section 7.13 hereof. cued or permitted hereunder
Any notice or communicationfied or re mail,Postage
SECTION 7.16.�' n or sent by a of this Air
en if delivered in PeiSO cement.
shall ��g and sufficiently given five ies set forth on the cover Page
which such notices may be directed may be made from time to time
prepaid, to the notice ve addresses to which respective par
ti
in the respects
by any ply by notice to the other Party,
30
parties have caused this Agreement to be executed by their
IN WITNESS WHEREOF,the p and year first above written.
duly authorized officers or representatives as of the day
F SAN BERNARD�O
COUNTY O
By B
Chairman, oard of Supervisors
Date
SIGNED AND CERTIFIED BEEN ELIV�D OF
�S CONTRACT
I O THE BOARD
THE CHAIRMAN
By
Date Clerk of the Board of Supervisor
Of San Bernardino County,California
By
Date
APPROVED AS TO FORM:
COUNTY COUNSEL CALIFORNIA
SAN BERNARDINO COUNTY,
By
Date
31
I
APPENDIX I
DESIGNATED DISPOSAL FACILITY
i
APPENDIX 2
FORM OF HAULER ACKNOWLEDGMENT
[CAN BE USED TO SATISFY CITY WASTE DELIVERY OBLIGATION
PURSUANT TO SECTION 3.1(E)l
FRANCHISE HAULER ACKNOWLEDGMENT
THIS FRANCHISE HAULER ACKNOWLEDGMENT, dated as of ,
1997 (the "Acknowledgment"), by and between the City of (the "City") and
(the "Franchise Hauler").
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 of the 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.
i
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:
1. 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 mean..
In any enforcement action by the City, the burden of proof shall be on the Franchise Hauler to demonstrate
compliance herewith.
ii
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 tens 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
CITY OF SAN BERNARDINO - REQUEST FOR COUNCIL ACTION
From: James Howell, Director Subject: Progress status report on the
Waste Disposal Agreement
Dept: Public Services
Date: October 29, 1997
Synopsis of Previous Council Action:
Norcal proposal of June 26, 1997 was continued from August 4,1997 to October 06, 1997, to
November 3, 1997
a
Recommended Motion:
That the status report dated October 29, 1997, on the Waste Disposal Agreement between the County of Sar.
Bernardino and the City of San Bernardino be received and filed.
C�—' xl�Ll
/;�ignature
Contact person: Lynn Merrill Solid Waste Manager Phone: 5140
Supporting data attached: Staff Report Dated October 29, 1997 from James Howell Ward: All
FUNDING REQUIREMENTS: Amount: $250,000.00
Source:(Acct. No.) 527-412-5179 & 527-413-5179
(Acct. Description) DUMP FEES
Finance:
Council Notes: Previously - #
(///7/97
Agenda Item No. -3� _
STATUS REPORT
October 29, 1997
The County of San Bernardino and the Consortium of Cities, including the City of San
Bernardino, concluded their negotiations on the Waste Disposal Agreement (WDA) on October
28, 1997 and the final version of the WDA has been prepared. The Waste Systems Division of
the County has scheduled this item for presentation to the Board of Supervisors on Tuesday,
November 4, 1997. At that time, County staff is requesting that the Board of Supervisors
approve the final version of the agreement as presented, and authorize the County staff to
proceed with formal presentation of the WDA to the individual cities. Pending action by the
Board of Supervisors, City staff is expecting to present this agreement for adoption by the Mayor
and Common Council at the November 17' Council meeting after review by the City Attorney's
office.
This agreement is for a fifteen year period and provides for the following benefits to the City of
San Bernardino:
• A reduction of the landfill tipping fee charged to the City, from $33.00 per ton to $28.50 per
ton, effective January 1, 1998. Estimated savings for remaining FY 97-98 are expected to be
$250,000. Savings for FY98-99 are estimated to be $546,000 and will be reflected in next
year's budget.
• Indemnification for environmental liability in the amount of$15.0 million for the City's use
of the County landfill system. This includes liability protection for past usage, as well as any
potential current and future liability, excluding CERCLA and RCRA. This indemnification
will survive the fifteen year period of the agreement.
•- Strict control over future tipping fee rate increases, including definition of a process for
tipping fee rate adjustments by the County.
• This agreement does not affect the City's ability to aggressively pursue waste reduction and
recycling opportunities in accordance with the mandates set forth in AB939 and which may
further reduce the City's disposal costs.
While the tipping fee presented in this agreement is not the lowest tipping fees available within
Southern California when compared to rates presented in either Orange County ($22.00 per ton)
or Riverside County ($23.50 per ton), staff believes that this rate is competitive when the cost to
transfer the wastes from the City to these distant counties is included in the analysis.
During the FY97-98 budget process, Council directed a reduction in the disposal costs of the
Refuse Division in the amount of$330,000. Staff is confident that, with the proposed savings of
$250,000 in disposal cost, as well as $80,000 savings resulting from two unfilled Refuse Route
Supervisor vacancies within the Refuse Division,the $330,000 budget reduction will be met.
Staff is requesting that the Mayor and Common Council receive and file this report, and to direct
staff to present the final version of the WDA at the November 17'b meeting.
CITY OF SAN BERNARDINO
PUBLIC SERVICES
INTER-OFFICE MEMORANDUM
TO: Mayor Tom Minor and Common Council
FROM: Jim Howell, Director of Public Services
BY: Lynn Merrill, Solid Waste Manager-
DATE: September 30, 1997
SUBJECT: Status and Update on Waste Disposal Agreement
COPIES: James Penman, City Attorney
Fred Wilson, City Administrator
The following is the status and update regarding the negotiation process on the Waste
Disposal Agreement between the consortium of cities and the County.
Seven meetings were held during the month of September between the County and the
consortium of cities. After an initial offer by the County of$31.00 per ton effective January
1, 1998 that was rejected by the consortium of cities, the County returned with a rate of
$28.50 per ton, effective January 1, 1998 and a term length of fifteen (15) years. Savings in
tipping fees for the remainder of the fiscal year are estimated at $250,000. Additional cost
analysis was performed by the County and reviewed by the consortium of cities. During the
week of September 29`h, both parties will be directing their respective attorneys to revise
language of the Waste Disposal Agreement to reflect the current offer. Minor negotiating
points remain to be discussed.
Staff is recommending that this item be continued to the November 3`d Common Council
meeting, at which time it is expected that a Waste Disposal Agreement will be available for
formal presentation by staff.
JH/LM/jj
Previously - # y? —1o10&11'7
Previously - # A b/r? '7
/0 7
CITY OF SAN BERNARDINO - REQUEST FOR COUNCIL ACTION
Fr James R. Howell Subject: Progress and status report on the
Waste Disposal Agreement
Dept: Public Services
Date: August 25, 1997
Synopsis of Previous Council Action:
Norcal proposal of June 26, 1997 was continued from August 4, 1997 to September 2, 1997.
Recommended Motion:
That the progress and status on the Waste Disposal Agreement from the County of San Bernardino dated
August 19, 1997 be received and filed; and request this item be continued to Council meeting of
October 6, 1997.
g ature
Contact person: Lynn Merrill Solid Waste Manager Phone: 5140
Supporting data attached: Memorandum dated Auggst 20 1997 from James Howell and letter dated
August 19 1997 from County of San Bernardino Ward:
FUNDING REQUIREMENTS: Amount N/A
Source:
Finance:
Previously - #J`/" 7
Council Notes:_
Previously - # `/3 -1p `��/9 7
Previously - # //0,3/9 7
Agenda Item N
CITY OF SAN BERNARDINO
PUBLIC SERVICES DEPARTMENT
INTER-OFFICE MEMORANDUM
TO: Mayor and Common Council
FROM: James R. Howell, Director of Public Services ,�Q(,
By; Lynn Merrill, Solid Waste Manager ""'"""
P
SUBJECT: Progress and Status on the Waste Disposal Agreement
DATE: August 20, 1997
CC: Fred Wilson, City Administrator; James Penman, City Attorney
We received the attached letter from Gerry Newcombe, Contract Administrator
for the County Waste System Division which provides a revised timeline and milestones
regarding the Waste Disposal Agreement currently being negotiated by the consortium of
17 cities and the County. As presented in the letter, it is the intent of both parties to
complete negotiations on the Waste Disposal Agreement by September 5h. The County
has requested this additional extension of time in order to determine the lowest
possible rate which would be available to the cities who sign the WDAs.
Based on the proposed timetable, it is anticipated that the final Waste Disposal
Agreement will be placed on agenda for the October 6h Council meeting. Staff is
therefore requesting that discussion regarding the Participation and Service Agreement be
continued.
AUG-20-1997 10: 1G WASTE SYSTEM DIVISION
COUNTY OF SAN BERNARDINO
PUBUC SERVICES GROUP
VASTE SYSTEM DIVISION °'
_. GERRY NEWCOMBE
22 t )gpitality Lane,Second Floor • San Bernerdlno,CA 92415-oOI7
_
Contract Admin'51f8t0►
309);k,v-67Z2 • pax (909)3864786
Post-it*Fax Note 7671 DA1° ZO new,► J
August 19, 1997 To ./ F
Go JD PL
Phone•
phone
Mr.John Davis p Fax It
Mojave Desert& Mountain Solid Waste JPA
700 E. Redlands Blvd.,Suite 311
Redlands,California 92373
Dear John,
During our meeting yesterday regarding the developmeotiatin team concurred w th the County'stequest to
the County and the consortium of 17 cities,the city neg ne week. The extension is necessary o allow sufficient time to run the Solid
extend the schedule for o
ine the lowest possible rate available to the cities who sign WDAs.
Waste System Financial Model to determ
The revised schedule is as follows:
• August 21 - WSD to send list of model run as offtPetOo review and finalize model assumptions
• August 27 - 10:00 A.M. meeting @ Norcal s
if necessary
August 29- Hold date for continued meeting tana Performer g Acts Center to negotiate VJDA rate
September 2- 1:00 P.M. meeting @ language issues.
structure and amounts and finalize remaining agreement n items from September 2
• September 3 - 9:30 A.M. meeting @ Fontana to resolve any ope
meeting complete negotiations by September 5.
• Schedule additional meetings as necessary
ess that has been made at our previous meetings is encouraging and we are all looking
-----� The continued p ro gr
forward to bringing this process to a successful conclusion.
Sincerely,
Gerry ewe be
Contract Administrator
GN:js
cc: Robert L. Jocks,County Counsel
Marty Czerniak,NORCAL
Conway Collis,Collis Associates
�Ar,tES J HLAY:EK Board of Superv,fors Third Distric
Coviay Oft'cer KATHY A DAVIS.. • .• ..... •.. First District DENNIS HANSBERGER Fourth DIZAW
...,... Svcono Dlatrict LARRY WALKER
Tint KELLY JON D.MIKELS - Filth District
JERRY EAVES ••• � .
A�!,ist.`101 County Arlmini�tral�r TOTAL P.01
CI'I"Y OF SAN BERNARDINO - REQUEST FOR COUNCIL ACTION
From: Mayor Tom Minor Subject: That the Common Council table
further consideration of PSA
?t: Mayor's Office and direct discussions with County
on Waste Disposal Agreement.
Date: July 29, 1997
Synopsis of Previous Council Action:
Recommended Motion:
That the Common Council table further consideration of the Participation and Service Agreement and
direct staff to continue discussions with the County on the Waste Disposal Agreement.
Tom Minor, Mayor
Contact person: Tames Howell, Director of Public Services Department Phone: 5140
Supporting data attached: N/A Ward: ALL
FUNDING REQUIREMENTS: Amount N/A
Source-
Finance:
Council Notes: Previously - #d3 — 7
Previously - # ?y j_ e y/o2-/V7
Previously - # y 101,9&`r1 j
Previously - # /lleeA77
Agenda Item No.
CITY OF SAN BERNARDINO - REQUEST FOR COUNCIL ACTION
Discussion with the County of San Bernardino regarding a long term waste flow agreement has
been ongoing with the City for the past two years. I have closely monitored this issue in
consideration of the significance of such an agreement.
I recommend that the Council table further discussion regarding the County's Participation and
Service Agreement (PSA) and direct staff to continue the current negotiation process on the
proposed Waste Disposal Agreement (WDA). The first discussion meeting between the cities and
the County occurred on July 30, and participants are confident that this process will result in an
agreement acceptable to all parties. It is the goal of the participants to finalize negotiations in
September, and for City staff to present this agreement for Council authorization soon thereafter.
The following are some of the significant differences between the two agreements:
TERM OF AGREEMENT
The County PSA is for twenty-five (25) years while the City WDA is for ten (10) years.
The longer term is unreasonable in consideration of the continuing advances/changes in
the solid waste industry.
MOST-FAVORED NATION CLAUSE
The County PSA requires a lengthy meet and confer process in order to terminate the
agreement, with special considerations to the County. Therefore, it is extremely difficult
to terminate this agreement once executed. Additionally, once the PSA agreement is
executed, any incentive on the County's part to continue negotiating the WDA agreement
in order to obtain a "better deal" would be non-existent once the PSA is executed.
COST
The rate proposed in the PSA, $30 per ton, would be the highest disposal rate paid in
Southern California. Riverside County charges $27.50 per ton, Los Angeles County
charges $17.57 per ton and Orange County charges $28.25 per ton. It is the goal of the
WDA to establish a rate of $26 per ton, which would translate into a annual savings of
$770,000.
LIABILITY
The PSA agreement only agrees to indemnify the City for liability resulting from
"Acceptable Waste" received by the system. Acceptable waste is defined as normal trash.
However, the greater liability exposure occurs from hazardous wastes already disposed of
within the system, or inadvertently disposed into the system without either the City or
the County's knowledge. Gerry Newcombe stated in his letter of July 21, 1997 that "the
County agrees to accept the liability for the landfill system, no matter what any court
would decide". The County currently is liable for the system without the cities entering
into a PSA agreement. Execution of the agreement as presented by the County places the
City on the hook for liability it currently doesn't have. The WDA agreement provides
adequate safeguards to minimize this liability.
�m
Tom Minor, Mayor
CITY OF SAN BERNARDINO - REQUEST FOR COUNCIL ACTION
From: James R. Howell Subject: Response to Norcal Proposal of June
26, 1997
,pt: Public Services
Date: Jury 16, 1997
Synopsis of Previous Council Action:
Recommended Motion:
That the Mayor and Common Council receive and file Memorandum dated July 16, 1997 from James Howell,
Director of Public Services, subject: Response to Norcal Proposal of June 26, 1997.
Si nature
Contact person: Director of Public Services Phone: 5140
Supporting data attached: Memorandum dated July 16, 1997 Ward: ALL
FUNDING REQUIREMENTS: Amount N/A
Source:
Finance:
Council Notes:_
Previously = #j (J 7/•�//CIS
—
Previously - #;13 -
1
Previously - # 3tl -0,��o ZA;5-
1
Previously - # 1-13 --10/0(,/y7
Previously - #
CITY OF SAN BERNARD
INO
PUBLIC SERVICES DEPARTMENT
INTER-OFFICE MEMORANDUM
TO:
MAYOR TOM MINOR;MEMBERS OF THE COMMON C CIL
FROM: JAMES R.HOWELL,DIRECTOR OF PUBLIC SERVIC v��
Alle
BY; LYNN MERRILL,ACTING SOLID WASTE MANAGER%
SUBJECT: RESPONSE TO NORCAL PROPOSAL OF JUNE 26, 1`197
DATE: JULY 16, 1997
CC: FRED WILSON,CITY ADIMNISTRATOR;JAMES PENMAN,CITY ATTORNEY
Staff has prepared the following information as follow-up to staff's verbal presentation to
the Mayor and Common Council on Monday,July 14`'.
1. The City has used the County Landfill system since approximately 1960-
2, While the total amount of wastes generated within the 's corporate boundary roxu approximately
approximately 205,000 tons, the City's Refuse Division only handles
�j 110,000 tons per year for which the City pays a tipping fee. The remaining 95,000
tons of waste is handled by the franchised private haulers Gack's Disposal, Cal's
Disposal and Curran's) and individual businesses which self-haul their own wastes to
the landfill. Norcal inflated the amount of tonnage directly under the City's control
to make this offer appear attractive.The City's tonnage is estimated at 110,000 tons for
FY97-98, and is expected to continue to decrease to approximately 80,000 tons by the
year 2000 in response to increased recycling and waste diversion efforts. The City
would see a reduction of approximately $330,000 per year in FY97-98 under the
Norcal scenario at current tonnage.
3. The City has no financial interest in the ownership, management and operation of the
County landfill system. The City is only a user of the system. Implying that the City
is a "stakeholder/investor" in the hCounty's system y�theslole owner/of the landfill
that the City does not currently
system and contracts with Norcal/San Bernardino for it's operation.
4. The City, in cooperation with other cities within the County and the Waste Systems
Division of the County, has been involved in on-going discussions related to the
Participation and Service Agreement outlined to the Council by Norcal. Staff was
recently authorized by the Mayor to expend $2,000 in order to participate with twelve
other cities in preparing the Waste Disposal Agreement. The Mojave Desert and
Mountain Solid Waste JPA has coordinated the hiring of a negotiator to prepare an
agreement acceptable to the cities, and to have this negotiator represent their collective
�1
. interests at the negotiating table. The cities felt this action was necessary due to the
extreme lack of the responsiveness of the County/Norcal regarding issues of concern
for the cities.
5. While Norval represents that this agreement is a "win-win" for both parties, the
proposed reduction in tipping fee rates and the length of term are inconsistent with
i those offered in both Orange and Riverside Counties for in-county waste. For
example, Riverside County has proposed offering rates as low as $27.50 per ton for a
ten year period. Given this rate, the proposed Riverside County rate represents a
rate reduction of $5.50 per ton less than the existing Norcal/San Bernardino rate of
$33.00 per ton. Staff has continually maintained that further savings are available to
the City, however the County refuses to acknowledge this cost pressure. Additional
downward pressure on rates will occur as large landfills such as Eagle Mountain and
Mesquite landfill.
6. A recent court decision in San Diego has established that the only contractual
relationship between a city and a county operating the landfill, absent of a formal
agreement, occurs at the scalehouse. While the County of San Bernardino has agreed
to assume full liability for any environmental damage resulting from the operation of
the landfills, this liability, as determined by this court decision, already rests with the
County. While RCRA/CERCLA liability (Federal regulations) extends through to
the users of the system,this liability exposure only occurs when the financial resources
of the principal responsible party have been exhausted. At the present time, the City
does not appear to have liability exposure from the County's system; entering into the
PSA agreement as presented would increase this exposure.
7. While the County/Norval Participation and Service Agreement (PSA) contains a
most favored nation" clause, such a clause was intended only to cover more favorable
terms such as a lower tipping fee that may be secured by other parties at a later date. If
the City adopted the PSA as presented, it may not be possible to unilaterally replace
the PSA with the proposed WDA without concurrence of both parties. Staff
continues to believe that the present course of negotiations will result in an agreement
which is acceptable to both parties and which will result in a tipping fee in the range of
$26 per ton.
8. While the savings proposed by Norval would result in an estimated savings of
approximately $330,000 per year by lowering the tipping fee from $33.00 per ton, to
$30.00 per ton the combination of a reduction in the tipping fee to $26 per ton and
aggressive commercial recycling which reduces the amount of waste delivered to the
County system from 110,000 tons to 80,000 tons may result in a total annual savings
potential of approximately $1.55 million per year.
2
CITY OF SAN BERNARDINO
INTEROFFICE MEMORANDUM
CITY CLERK'S OFFICE
RECORDS & INFORMATION MANAGEMENT (RIM) PROGRAM
DATE: October 13, 1998
TO: All Clients
FROM: City Clerk's Office
RE: SCANNING DOCUMENT PROBLEM NOTICE
--------------------------------------------------------------------------------------------------------------------------------------
MAYOR AND COMMON COUNCIL
MEETING DATE: November 17, 1997
ITEM #: #30
DESCRIPTION: Resolution authorizing the execution of the waste disposal agreement between the County of San
Bernardino Waste Systems Division and the City of San Bernardino.
ACTION: No Action Taken - Motion Failed For Lack of Second.
NOTICE OF:
Missing Document:
Exhibit/Attachment.
Public Works/Engineering Bound Contract - BOUND DOCUMENT HAS NOT
BEEN SCANNED YET - AVAILABLE IN HARD COPY.
Staff Report.
Bad Ouality Original.
X - Document.
Map.
Hand Written Original.
Ordinance - Legal Advertisement Proof of Publication Bad Ouality.
Missing_Signature -
FOR ASSISTANCE: Should you have any questions on this matter, please do not hesitate to contact either the records
management staff or the Administrative Operations Supervisor at (909) 384-5002.
Rachel Clark
City Clerk RC:mam