Contract - Costa Mesa Disposal - 1997-04-10FRANCHISE HAULER AND TRANSFER
STATION ACKNOWLEDGMENT
THIS FRANCHISE HAULER ACKNOWLEDGMENT, dated as of to
1997 (the "Acknowledgment "), is made and entered into by and between the OSTA 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 QdL6tj /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 L& day of 1997 COSTA :MESA SANITARY DISTRICT
COSTA MESA DISPOSAL, INC.
By:
President
C.R.
LM
TRANSFER' INC.
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