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Contract - CR Transfer & CMD - 1997-04-10FRANCHISE HAULER AND TRANSFER STATION ACKNOWLEDGMENT THIS FRANCHISE HAULER ACKNOWLEDGMENT, dated as of 10 , 1997 (the "Acknowledgment "), is made and entered into by and between the 60STA MESA SANITARY DISTRICT, (the "District ") and COSTA MESA DISPOSAL, INC. (the "Franchise Hauler ") and C.R. TRANSFER, INC., a California corporation (the "Transfer Station "). WITNESSETH WHEREAS, the District and the Hauler have heretofore entered into an agreement entitled AGREEMENT, dated as of June 9, 1994, (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 District; and WHEREAS, the Franchise further provides that Franchise Hauler will deliver said solid waste to Transfer Station; and WHEREAS, the District also has an Agreement with Transfer Station by which District has agreed to deliver all curbside residential waste to Transfer Station; and WHEREAS, Orange County (the "County") owns, manages and operates a sanitary landfill disposal system for municipal solid waste generated within the County; and WHEREAS, the District and the County have heretofore entered into a Waste Disposal Agreement, dated as of 6>� /o 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 District and County, by maintaining public ownership and stewardship over the Orange County Landfill Disposal System (the "Disposal System "); and WHEREAS, under the Disposal Agreement, the County has agreed to provide long -term disposal of all municipal solid waste generated within the District and the District 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 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 District provide significant benefits to the Hauler and Transfer Station; and WHEREAS, notwithstanding any Franchise provisions to the contrary, the Franchise Hauler and the Transfer Station explicitly acknowledge the aforementioned benefits to the District, the County, the Hauler and the Transfer Station in providing for the disposal of all Franchise Waste to the Disposal System; and WHEREAS, the District, Franchise Hauler and the Transfer Station desire to enter into this Acknowledgment to assure the District, the Hauler and the Transfer Station 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 District under the Disposal Agreement through the delivery of waste by the Franchise Hauler and the Transfer Station to the Disposal System; and WHEREAS, the Franchise Hauler's agreement to deliver Franchise Waste to the Transfer Station, and Transfer Station's agreement to deliver Franchise Waste to the Disposal System under this Acknowledgment is given in consideration of the right to receive the Contract Rate for such disposal as provided in the Disposal Agreement. 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 and the Transfer Station hereby waive 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 District to enter into or perform their respective obligations under the Disposal Agreement, (b) the enforceability against the County or the District of the Disposal Agreement, or (c) the right, power or authority of the District to deliver or cause the delivery of all Controllable Waste to the Designated Disposal Facility in accordance with this Acknowledgment. 3. The District, the Franchise Hauler and the Transfer Station 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 all residue from the processing by any means, wherever conducted, of Controllable Waste), to the Transfer Station, and Transfer Station shall deliver any Residue (as that term is described in the Disposal Agreement) to the Disposal System, and shall otherwise assist the District 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 County 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 in compliance with the Waste Disposal Covenant. 6. The Transfer Station 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 in the Franchise or to the Transfer Station 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 District by any available legal means. In any enforcement action by the District, the burden of proof shall be on the Franchise Hauler or Transfer Station, respectively, to demonstrate compliance herewith. 10. This Acknowledgment shall be in full force and effect and shall be legally binding upon the District, Franchise Hauler and Transfer Station from the date hereof and shall continue in full force and effect until the earlier of (i) the end of the term of the Franchise or Transfer Station agreement, respectively, or (ii) the end of the term of the Disposal Agreement. 11. The District, Hauler and Transfer Station agree that the County shall be an express third party beneficiary of this Acknowledgment, and shall be entitled to independently enforce the obligations of the Hauler and Transfer Station hereunder. Dated this LQA, day of 1997 COSTA :MESA SANITARY DISTRICT COSTA TNIEESA DISPOSAL, E'-;C. By: President C.R. TRANUM, INS.