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Contract - ORCO - 1974-04-03 r a9 A G R E E M E N T THIS AGREEMENT made and entered into this 3" day of 'legit-- 1974 by and between the COSTA MESA SANITARY DISTRICT OF ORANGE COUNTY CALIFORNIA hereinafter referred to as DISTRICT and ORCO DISPOSAL SERVICE INC a Corpora- tion hereinafter called CONTRACTOR W I T N E S S E T H T H A T WHEREAS the parties hereto did on the 22nd day of July 1958 enter into a written agreement wherein Contractor agreed to furnish all labor material and equipment necessary for the collection of garbage and rubbish within the boun- daries of the Costa Mesa Sanitary District and District in consideration thereof agreed to pay the amount set forth therein plus increases as from time to time where authorized by the Board and which said agreement was for a term of three (3) years ending September 30 1961 and WHEREAS the District and Contractor have from time to time for valuable consideration extended said agreement until the termination date is now established at July 1 1979 and WHEREAS the parties hereto desire to revise said agreement and to modify certain terms thereof and to set forth their respective rights and liabilities NOW THEREFORE for and in consideration of the terms herein contained performed and to be performed the parties hereto agree as follows - 1 - I GENERAL PROVISIONS Contractor agrees to furnish all the labor material and equipment necessary for the collection of all garbage and rubbish as hereinafter defined within the boundaries of the Costa Mesa Sanitary District of Orange County California as said boundaries now exist or may hereafter exist and the disposal of such garbage and rubbish at a legal dumping place In consideration for the aforesaid things to be done by Contractor District agrees to pay to Contractor the consideration hereinafter set forth As additional consideration and as partial consi- deration for the extension of this agreement to the termin- ation date as hereinafter set forth Contractor forgoes its right to negotiate for increased basic rate per occupancy and agrees to abide by the formula for compensation as hereinafter set out in Paragraph IV As further consideration for the extension of this agreement to the termination date as hereinafter set forth Contractor agrees that when in the judgment of District rubbish or garbage becomes salvagable for any purpose and saleable for money or other consideration District shall have the right to readjust compensation paid hereunder to credit District for said salvage even to the extent of re- quiring Contractor to pay District for the privilege of - 2 - r collection should the salvage value of garbage and rubbish collected exceed the consideration payable to Contractor hereunder II TERMS The term of this contract shall be from the date hereof to July 1 1979 Contractor shall have the option to extend this contract for an additional period of five ( 5) years from and after the date hereof provided it be not in default and at terms and conditions to be negotiated upon the exercise of said option Said option shall be exercised in writing not less than six ( 6) months prior to the term- ination date hereof and said extension shall not _be effective upon the termination date set forth herein if Contractor be in default or if the parties hereto cannot agree upon terms and conditions III PAYMENT TO CONTRACTOR BY DISTRICT As compensation for the performance by Contractor of the work described in this agreement District shall pay to Contractor each calendar month during the term of this agreement the basic rate of One Dollar and Ninety One Cents ($1 91) multiplied by the total number of occupancies as the term occupancies as hereinafter defined Each monthly payment shall be made on or before the 15th day of the month immediately following the month for which service was rendered - 3 - IV FORMULA FOR COMPENSATION CALCULATION The basic rate set forth in Paragraph III of this agreement shall prevail for one (1) year from the date hereof Thereafter said rate shall be calculated upon the United States Department of Labor Bureau of Labor Statistics Consumer Price Index Subgroup All Items entitled Consumer Price Index Los Angeles—Long Beach average ( 1967=100) using the index for said sub—group published as of the month in which falls the annual anniversary of this agreement Each increase or decrease in calculation of basic occupancy rate occurring as a result of this method of determining said rate shall be deemed a new basic rate for purposes of calculation for subsequent years in the term of this contract V DEFINITIONS A Definition of Rubbish . The word rubbish shall include all refuse of any kind or nature except garbage swill manure or sewage waste B Definition of Garbage The word garbage shall include table refuse offal swill and every accumulation of animal vegetable and other matter that attends preparation consumption decay dealing in or storage of meats fish fowls fruits and vegetables or other food and shall include all animal and vegetable refuse from kitchens and all house- hold waste from or intended for use as food and all vegetable trimmings from market or stores The following are — 4 — i specifically not included in the term "garbage Organic residues resulting from commercial canning or processing of food products dead animals manure sewage waste waste water paper and other cumbustible materials ( other than such wrapping for garbage as may be required by the City) crockery glass cans and other metallic objects ashes and sweeping C Definition of saleable garbage and Rubbish Saleable garbage and rubbish shall be those materials for which a salvage market has developed either through the facilities of the District any other governmental agency or any private concern and shall include but not necessarily be limited to recycleable paper reclamation of scrap metal chemical reprocessing of garbage as defined herein for the reclamation of fats oils minerals and other useable solids and liquids and all other processes resulting in a saleable product having value and a product market D Definition of Occupancy. An occupancy is de- termined to be as follows 1 A single living unit per Assessor s Parcel - one occupancy 2 Multiple living units per Assessor ' s Parcel - first living unit one occupancy - each additional living unit one-half occupancy 3 Mobile home lots per Assessor s Parcel - one-third occupancy per trailer lot E Occupancy Exemptions Assessor s Parcels meeting the following criteria are exempt - 5 - 1 Property of governmental agencies or other tax exempt property 2 Property both within the District and within the City of Newport Beach 3 Multiple residential properties including mobile home parks contracting for or using private services and having qualified for district exemption 4 Undeveloped parcels until one or more living units are constructed thereon 5 Parcels incapable of generating rubbish and garbage as defined herein 6 Parcels with improvements requiring a type of service unavailable from contractor 7 Those parcels which have applied for and been granted exemptions by the District in accordance with District rules and regulations F Initial Occupancy Calculation The occupancy for which Contractor will be compensated shall be determined from the special assessment roll for the fiscal year of July 1 1973 to June 30 1974 as the same is maintained on file in the office of the Director of Finance for the District and will be readjusted annually based upon the special assessment roll for succeeding years following the one heretofore mentioned The occupancy count may be increased or decreased monthly and it is understood aid agreed by and between the - 6 - parties hereto that said increase will be determined by any occupancy permits and demolition permits issued by the Building Department for the City of Costa Mesa The occupancy count may also be increased wherever Contractor is able to determine to the satisfaction of the District that any parcel comming within the exemptions as heretofore set forth is no longer exempt and that he is in fact actively engaged in the weekly collection of trash from said occupancy VI FREQUENCY OF COLLECTION A Garbage 1 Commercial Areas Contractor shall collect all garbage in commercial areas daily Monday through Saturday inclusive a Commercial Area is hereby defined as any area located within the Costa Mesa Sanitary District which is now zoned or which may hereafter be zoned for commercial or industrial use by the governmental body having jurisdiction over such area 2 Residential Areas Contractor shall collect all garbage from residential areas once each week a Residential Area is defined as any area located within the Costa Mesa Sanitary District zoned for residential or agricultural use by the governmental body having jurisdiction over such area - 7 - B Rubbish. 1 Commerical Areas Contractor shall collect all rubbish from the commercial areas of the District daily Monday through Saturday inclusive except where either after notice from the District Manager or after request from the Contractor to the District Manager permission has been granted by said District Manager for a lessor number of collections per week 2 Residential Areas Contractor shall collect all rubbish from the residential areas of the District at least once each week and in addition shall provide more frequent service for such commercial occupancies or residences of five ( 5) or more units as may in the opinion of the District Manager require such additional service VII SCHEDULE OF COLLECTIONS A. Initial Schedules . Beginning with the date hereof the existing routes schedules and times for the collection of garbage and rubbish shall be maintained and continued by Contractor B Change of Schedules From time to time during the period of this Contract the Manager of the District may change the existing routes and schedules and time of collection and Contractor shall thereupon maintain such new schedule Contractor may request changes in routes schedules and times for collection of both garbage and rubbish and - 8 - upon receipt of consent of the Manager of the District and upon one week ' s written notice in advance to the occupants of all occupancies may commence such new schedule The Manager of the District shall have the right at all times during the term of this Contract to require the Contractor to maintain routes schedules and times for collection of garbage and rubbish as required by said Manager All Notices required to be given pursuant to this contract shall be given by Contractor at his own expense VIII HOURS OF COLLECTION Collection of garbage and rubbish shall not commence earlier than 5 00 a m and shall end on or before 9 00 p m The District Manager shall have the right to authorize the Contractor to collect garbage and/or rubbish at an earlier or later hour than above prescribed in any commercial areas that said Muiauyci finds will not constitute a nuisance to the neighborhood IX HOLIDAYS Collection of garbage and rubbish shall not be made on Sunday Contractor shall not be required to collect garbage and rubbish on Christmas Day Thanksgiving Day or New Years Day July 4th (Independence Day) Labor Day (First Monday in September) Memorial Day (Fourth Monday in May) but shall have the option to so do if in Contractor s judgment said - 9 - / collection is necessary to maintain his schedules X DISRUPTION OF SCHEDULE A Holiday pickups which are set forth in Paragraph IX shall be omitted entirely provided however that the District Manager may require the Contractor to pickup said holiday schedules within seventy-two (72) hours after said holiday if in his judgment said pickup is necessary for the health safety and welfare of the persons living within the District B In the event of a disruption of service in any area due to weather an act of God failure of equipment or otherwise Contractor shall make such collection within seventy-two (72) hours C In no event shall Contractor disturb the re- maining schedule for garbage and rubbish collection or pickup On the holiday mentioned and in the event of a disruption of service by reason of an act of God or otherwise the regular schedule shall be maintained and the missed pickup shall be made without disturbing in any way the rest of the regular schedule XI CONTRACTOR S EQUIPMENT Contractor shall provide adequate equipment for the collection of garbage and rubbish Each vehicle used for the collection of garbage and rubbish shall have the name of the Contractor plainly visible on the outside of said vehicle for the purpose of identification { - 10 - /. All equipment used for collection of rubbish shall be enclosed to insure that rubbish is not spilled on streets and private properties Contractor shall comply with all requirements of the Health Department All equipment used for collection of garbage shall be watertight and shall be covered with suitable waterproof tarpaulins metal covers or other satisfactory covers No rubbish or garbage shall be permitted to leak fall or be spilled upon City streets or alleys or onto private property Any such leakage or spillage shall be immediately corrected and the area cleaned by contractor All equipment used by Contractor for the collection of garbage and rubbish pursuant to this Contract shall be subject to inspection by the Manager of the District and any defects in such equipment found to exist shall be immediately corrected by Contractor XII CARE OF CONTAINERS All containers including the lids thereof shall be replaced where found in an upright position Containers and lids shall not be left in the street or on a neighbor s lot Containers shall not be thrown from the truck to the pavement or in any way broken damaged or roughly handled The District reserves the right to withhold compensation - 11 - under the contract until any claim for damaged containers has been paid or adjusted with the owners thereof XIII LIMITATIONS ON GARBAGE AND RUBBISH COLLECTION Contractor shall not be obligated to collect rubbish in the following cases A Where the rubbish is not placed in an adequate container ( adequate container shall be any container approved by the Board from time to time as set forth in the rules and regulations established by the Board) B Industrial waste in excess of one (1) cubic yard per week ( industrial waste shall be defined as the by-product of any manufacturing process in which raw or semi-finished materials are worked in the preparation of a product) C In excess of two hundred pounds (200 lbs) in commercial areas for any one (1) pickup D In addition to the foregoing reference is hereby made to the rules and regulations adopted by the District if any for the collection of rubbish and regulations as the same now exist or may hereafter exist if changed by said District and the same are included in this Contract as an integral part hereof XIV BOND Contractor shall furnish a Faithful Performance Bond in the sum of Twenty Thousand and No/100 ($20 000) Dollars for the rubbish and garbage contract it is hereby agreed - 12 - r t that in the event of default by Orco Disposal Service Inc District shall have the right in addition to all other rights herein given to keep possession of and use all the equipment of Contractor previously used by Contractor for the pickup of rubbish and garbage within the District This right shall continue for a period of six (6) months from the date of said default and District agrees to pay Contractor a fair rental payment for the use of said equipment during any defaulting period said payment to be negotiated by District and Contractor at the time of any default which may occur hereunder XV PUBLIC LIABILITY AND PROPERTY DAMAGE INSURANCE Contractor shall be required to maintain in full force and effect during the term of the Contract a public liability policy with a combined single limit of $1, 00 00 ,000 0 for the benefit of the third persons who may be injured or damaged as a result of any negligent operation of the Contractor inthe performance of his work under this contract which said policy shall name the District as an additional insured thereunder Contractor further agrees to keep on file with the District a certificate or certificates of insurance duly executed by the Contractor s insurance carrier or carriers which shall serve as evidence of the continued existence of said insurance policies - 13 - District shall not nor shall any officer or employee thereof be liable or responsible for any accident loss or damage happening or occurring in the doing of the work and Contractor shall indemnify and hold harmless the District and its officers and employees or any and all liability arising therefrom including any attorney s fees incurred in the defense of any suction action District and Contractor agree that the extension of this contract beyond its due date for good and valuable consideration is not a District project as defined by Section 6407 Health a-id Safety Code and thus does not come within the requirements of Section 6515 1 Health and Safety Code In the event however that any action is instituted raising the question of said requirements the indemnity and hold harmless herein shall extend to include any attorney s fees incurred in the defense of any such action XVI WORKMEN S COMPENSATION. INSURANCE Contractor shall also maintain in full force and effect during the term of this Contract a workmen' s com- pensation policy and such other forms of insurance as shall be required by law XVII RULES , LAWS AND REGULATIONS Contractor shall abide by all the rules laws and regulations of the Costa Mesa Sanitary District of Orange - 14 - I / County California the City of Costa Mesa County of Orange State of California and all other governmental agencies having jurisdiction XVIII MANAGEMENT Contractor hereby designates the Manager of the Costa Mesa Sanitary District as its agent for the purpose of re- ceiving complaints and investigating and rectifying failures of service District shall charge to Contractor the sum of Three Dollars ($3 00) for each service call as hereinafter defined made by the Manager of said District provided however that the maximum charge for service calls for any one month shall not exceed Three Hundred Forty Eight Dollars ($348 00) The amount of such service charges for each month shall be deducted from the payment due Contractor by District for the next month Service Call as herein defined shall mean an actual trip made by the District Manager or an employee of the District to rectify a failure of service on the part of Contractor in garbage and rubbish collection The Contractor shall employ a foreman to be approved by the District to be assigned to the Costa Mesa Sanitary District operation to oversee the work and to handle complaints arising from the operations pursuant to this Contract Said foreman shall be assigned full-time to the Costa Mesa Sanitary District and his entire expenses shall be paid by Contractor - 15 - XIX DUMP CHARGE It is understood and agreed by and between the parties hereto that in the event the County of Orange imposes a charge by the day or by the ton or upon each truck or upon each company for the privilege of disposing of trash and rubbish in the County facilities that Contractor shall have the right to request a meeting with the Board of the District for the purpose of negotiating with said Board to determine what share if any of said charge shall be paid by the District The Agreement to negotiate by the District is not to be re- garded by Contractor as a commitment on the part of the District to pay any portion of said dump charge imposed by the County of Orange and District will be obligated to pay only that portion if any of said dump charges that are determined as the result of the negotiations as provided for herein XX DEFAULT Failure on the part of Contractor to comply with the terms and provisions of the Contract shall be grounds for the District to terminate the Contract In the event of breach of contract or default on the part of Contractor District may at its option notify Contractor of its intention to terminate this Contract Said notice shall be given in writing - 16 - and mailed to the address of Contract on file with the District or District Manager Said contract shall thereupon be deemed terminatolforty-eight (48) hours from and after the hour said notice is deposited in the United States Mail In the event of such cancellation Contractor shall remain liable for any damage and loss sustained by District in the collection of the garbage and/or rubbish including all costs incurred by District in the negotiation of a new Contract The waiver of any breach of the terms of this Contract shall not be deemed a waiver of any recurrence of the same or any othersubsequent breach of said Contract XXI ASSIGNMENT AND SUBLETTING PROHIBITED Contractor shall not assign transfer or subcontract this Contract or any of the work to be performed hereunder or any part thereof without first obtaining the consent of District XXII CANCELLATION OF EXISTING AGREEMENT The agreement hereinabove referred to now in existence dated March 1 1972 together with all addendums thereto is hereby cancelled effective as of the date of this Agreement Said cancellation shall not affect the rights of contractor to any compensation payable to him under said cancelled contract not yet paid by District nor shall it relieve Contractor of any liability which has accrued and exists and - 17 - and is outstanding as of the date hereof IN WITNESS WHEREOF the parties hereto have hereunto affixed their hand and seal that day and year first above written COSTA MESA SANITARY DISTRICT OF ORANGE COUNTY_____/ By )/ r �C President DISTRICT ATTEST By Secretary ORCO DISPOSAL SERVICE INC a CORPORATION By �� , Contractor ATTEST // r By VE, , , \ - r Secretary 18''='