Contract - CR Transfer - 1989-07-21THIS ,AGREEMENT is made and entered into this ‘,/,S-71- day of -.7vL f/ ,
1989 by and between COSTA MESA SANITARY DISTRICT, a governmental agency formed and
existing under the Sanitary District Act of 1923 (hereinafter "DISTRICT"), and
C. R. TRANSFER INCORPORATED, a California corporation (hereinafter "CRT ").
RECITALS:
1. DISTRICT provides for solid waste collection within its geographical
boundaries as authorized by an assessment district formed in 1968 pursuant to
§5470 - 5474.10, Health & Safety Code and currently in force, and provides for said
collection by contract with an independent solid waste hauling contractor, both
services performed pursuant to authority granted in the Sanitary District Act of
1923, §6400 -6941, Health & Safety Code.
2. CRT is a California corporation in the business of accepting solid waste
from governmental agencies and from solid waste hauling contractors at its trans-
fer station for further removal to county landfill sites and is engaged in the
separation of recyclable material from solid waste for marketing to users of
recycled material.
3. DISTRICT desires to enter into an agreement with CRT which will provide
that CRT will accept solid waste fran the DISTRICT contract solid waste hauler and
will eventually recover or reclaim not less than twenty -five (25 %) percent of said
solid waste for reuse by July 31, 1990'.
4. CRT desires to enter into an agreement with DISTRICT establishing trans-
fer rates and processing rates for solid waste it accepts fran the DISTRICT con-
tract hauler and to provide for the reclamation of recyclable materials as will be
required by law.
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5. The parties hereto desire by THIS AGREEMENT to set forth their rights
and obligations in connection herewith.
NOW, THEREFORE, for and in consideration of the covenants herein contained,
performed and to be performed, the parties hereto agree as follows:
I
DISTRICT warrants and represents to CRT that it has a right to and does
provide for solid waste disposal fran residential units only within its geograph-
ical boundaries, the commercial and industrial solid waste disposal being provided
for by others, and that it will cause all of the solid waste collected regularly
by its contract solid waste hauler to be delivered to CRT's site in Stanton,
California under terms and conditions as shall hereinafter appear.
II
CRT agrees to accept directly fran DISTRICT's contract hauler as it is
picked up fran DISTRICT's residences on a regular basis all solid waste of what-
ever kind and nature and in whatever quantity at CRT's transfer station in Stanton,
California and to reclaim recyclable materials fran the solid waste delivered to
CRT under terms and conditions as shall hereinafter appear.
III
The term of THIS AGREEMENT shall be for seven (7) years beginning November
1, 1989 and - ending October 31,-1996 unless sooner terminated for cause and shall
be renewed annually for one (1) year periods without further action of the parties
hereto so long as CRT shall not be in default hereof.
IV
THIS AGREEMENT may be terminated for cause by either party hereto and cause
shall be determined to be failure on the part. of either party hereto to perform
any of the requirements of THIS AGREEMENT where said party has failed to perform
after having been given written notice of a default. THIS AGREEMENT may be ter -
minted by mutual consent of the parties.
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V
In exchange for accepting all solid waste fran the DISTRICT, at CRT's
transfer station, and recycling and reclaiming materials fran said waste as well
as providing final disposal at the county landfill sites without cost to DISTRICT,
CRT, except as shall hereinafter appear, shall be canpensated as follows:
(A) First Year: Twenty -one and twenty hundredths ($21.20),Dollars per
ton of material delivered by DISTRICT's contract hauler to CRT's
site in Stanton, California, from which solid waste CRT guarantees
to recycle at its cost ten (10 %) percent by weight of the gross tons
delivered.
(B) Years 2 to 10: Nineteen and seventy hundredths ($19.70) Dollars per
ton of material delivered by DISTRICT's contract hauler to CRT's
site in Stanton, California, fran which solid waste CRT guarantees
to recycle or reclaim twenty -five (25 %) percent of the gross tons
delivered, by July 31, 1990.
(C) Years 2 to 10: In addition to the payment provided for iii (B), Six
and ninety hundredths ($6.90) Dollars per ton of material delivered
by DISTRICT's contract hauler to CRT's site in Stanton, Californi
for mechanical processing of solid waste for recycling and reclama-
tion of material fran which CRT guarantees twenty -five (25 %) percent
recycled reclamation by weight of the gross tons delivered.
VI
CRT shall invoice monthly and be paid monthly and shall provide such sup-
porting documentation for each invoice as DISTRICT may require including, but not
limited to, trip or weight tickets as proof of tonnage billed for and such other
documentation as DISTRICT may require to support the requirements of percentages
of recycled or reclaimed materials as such percentages may be required by law.
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VII
County landfill cost as of the date of THIS AGREEMENT is established at
Thirteen and seventy -five hundredths ($13.75) Dollars per ton, which said cost
shall be paid by CRT. CRT will guarantee the price subject to landfill increases,
annual CPI, and the usage of either Coyote Canyon, Santiago Canyon or. Brea Canyon.
If CRT is forced to use Bee Canyon an additional fee will be negotiated. CRT will
not use Bee Canyon unless mandated by the County or same other agency with such
authority. In the event of an increase of county landfill tonnage during the life
of THIS AGREEMENT, DISTRICT shall pay seventy -five (75 %) percent of said increase
and CRT shall, excepting the case of Bee Canyon, bear all costs of transfer from
its Stanton transfer station to county landfill sites.
VIII
CRT shall be entitled to an annual increase in the carpensation paid pur-
suant to THIS AGREEMENT for labor performed on behalf of DISTRICT based upon the
Consumer Price Index (CPI) for All Urban Consumers for the Los Angeles- Anaheim-
Riverside Area (1989 base year) as prepared by the U.S. Department of Labor. Said
increase shall be calculated on each yearly anniversary date of THIS AGREEMENT
beginning November 1, 1990 and on November 1st thereafter for the balance of the
term of of'THIS.AGREEMENT. Said CPI increase shall not exceed. six (6 %) percent nor
be less than three (3 %) percent in dollars irrespective of said calculation and
shall be calculated on all expenses relating to THIS AGREEMENT except capital
improvements. CRT shall provide such records and other supporting materials as
may be required by DISTRICT to support CRT's claim for_ increase in compensation.
The first CPI increase (November 1, 1990) shall be applied to the net cost of
operations of Eight and fifty -five hundredths ($8.55) Dollars per ton for transfer
and Six and ninety ($6.90). Dollars per ton for recycling. All future CPI in-
creases will be added to the previous year's base net cost of operatons calcula-
tion.
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IX
CRT shall become owner of all solid waste when delivered to its site in
Stanton, California and shall have the exclusive right to market all recycled
material reclaimed from solid waste generated by DISTRICT pursuant to THIS AGREE-
MENT and shall be entitled to any and all incase derived from said marketing over
which DISTRICT shall have no claim.
X
CRT will indemnify, defend, and save harmless DISTRICT, its directors,
officers, agents, employees, parent, subsidiaries, affiliates, successors, assigns
and insurers from and against any and all loss, damage, liability, claims, costs
or causes of action which in any way result fran the acts or omissions of CRT, its
directors, officers, agents, employees, parent, subsidiaries, affiliates, succes-
sors, assigns and insurers in connection with or which in any way relate to,
activities in connection with the obligations which are the subject of THIS AGREE-
MENT. DISTRICT shall immediately notify CRT of any events, claims or complaints
that DISTRICT receives that may result in CRT's indemnification of DISTRICT.
XI
DISTRICT will indemnify, defend, and save harmless CRT, its directors,
officers, agents, employees, parent, subsidiaries, affiliates, successors, as-
signs, and insurers fran and against any and all loss, damage, liability, claims,
costs or causes of action which in any way result fran any acts or omissions from
DISTRICT, its directors, officers, agents, employees, parent, subsidiaries, suc-
cessors, assigns, or affiliates in connection with or which in any way relate to
the obligations which are the subject of THIS AGREEMENT. CRT shall promptly
notify DISTRICT of any claims or complaints that it receives that may result in
DISTRICT's indemnification of. CRT.
XII
CRT shall provide insurance coverage on its operation as follows:
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(A) Workers' Compensation Insurance: CRT shall take out and maintain
during the life of THIS AGREEMENT workers' compensation insurance
and, if any woik is sublet, CRT shall require subcontractor similar-
ly to provide workers' compensation insurance. CRT agrees to indem-
nify DISTRICT for any damage resulting to it fran failure of either
CRT or any subcontractor to take out or maintain such insurance.
(B) Public Liability and Property Damage Insurance: CRT shall take out
and maintain during the life of THIS AGREEMENT such public liability
and property damage insurance as shall protect DISTRICT, its elec-
tive and appointive board, officers, agents and employees, being
public liability and property damage insurance on account of bodily
injuries, including death resulting therefrom in the sum of not less
than One Million ($1,000,000.00) Dollars combined single limit
resulting fran any one accident which may arise fran the operations
of CRT in performing the work provided for herein Said public
liability and property damage insurance (including automobile) shall
be endorsed to name DISTRICT, its elective board, officers, agents
and employees as additional insureds with respect to all operations
performed by or on behalf of CRT. Said policy shall be endorsed to
provide that coverage shall not be reduced or cancelled unless and
Until ten (10) days' advance notice of such reeduction and/or can-
cellation has been mailed to DISTRICT. Said public liability and
property damage insurance (including autamobile) shall include
contractual liability insurance applying to liability assumed under
THIS AGREEMENT. Said public liability and property damage insurance
shall be endorsed to stipulate that suchjnsurance as is afforded to
DISTRICT, its elective board, officers, agents and employees shall
be primary insurancer and not contributing with any other insurance
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maintained by DISTRICT. CRT shall furnish DISTRICT, concurrently
with the execution hereof, with satisfactory proof of carriage of
the insurance required and adequate legal assurance that each car-
rier will give DISTRICT at least ten (10) days' prior notice of the
cancellation of any policy during the effective period of THIS
AGREEMENT.
XIII
CRT shall obtain at its expense all permits and licenses from any govern-
mental agency having jurisdiction over its operations necessary for the perfor-
mance of THIS AGREEMENT and shall provide proof that said licenses and permits
have been obtained if required to do so by DISTRICT.
XIV
In the event CRT or DISTRICT, or either of them, institutes action to en-
force the terms of THIS PGRE E T, the prevailing party shall be entitled to
reasonable attorneys' fees and court costs.
XV
THIS AGREEMENT shall be interpreted and enforced in accordance with the
laws of the State of California.
XVI
All notices, requests, demands and other communications under THIS AGREE-
MENT shall be in writing and shall be deemed duly given (i) if delivered by hand
and receipted for by the party addressee, or (ii) mailed by certified or regis-
tered mail with postage prepaid, on the third business day after the mailing date.
Addresses of the parties hereto are as follows:
C. R. TRANSFER INCORPORATED
11292 Western Avenue
Stanton, California 90680
Costa Mesa Sanitary District
Post Office Box 1200
Costa Mesa, California 92628 -1200.
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XVII
THIS AGREEMENT establishes contract rights that shall be binding upon, and
shall inure to the benefit of, the successors, assigns, heirs and legal represen-
tatives of. the parties hereto. THIS AGREEMENT may be executed in one or more
counterparts, each of which shall constitute an original. No amendment, modifica-
tion, termination or cancellation of THIS AGREEMENT shall be effective unless in
writing signed by both parties hereto.
XVIII .
If any portion of THIS AGREEMENT shall be invalidated on any ground by a
court of competent jurisdiction, the balance of said AGREEMENT shall continue to
be binding upon the parties hereto.
XIX
Each . of the parties hereto warrants and represents to the other that THIS
AGREEMENT has been approved by its board of directors and that its officers are
duly authorized to execute THIS AGREEMENT and make the same binding upon the
parties hereto.
DATED on the day and year above written.
COSTA MESA SANITARY DISTRICT
ATTEST:
ATTEST:
ZSecre aryG /2, T /Ls4 ,5,� /
C. R. TRANSFER INCORPORATED
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