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Contract - ORCO - 1979-01-11 I t A G R E E M E N T // TH AGREEMENT made and entered into this 1/T � day of 19 7/ by and between the COSTA MESA SANITAR DISTRICT OF ORANGE COUNTY CALIFORNIA, hereinafter referred-to as DISTRICT and ORCO DISPOSAL SERVICE INC a corporation 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 collectionof 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 .vas established at July 1 1979 and WHEREAS CONTRACTOR exercised his option as contained in a previous contract extending said date to July 1 1984 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 -1- NOW THEREFORE for and in consideration of the terms herein contained performed and to be performed the parties hereto agree as follows 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 CALI- FORNIA 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 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 rub- bish or garbage becomes salvagable for any purpose and sale- able 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 requiring CONTRACTOR to pay DISTRICT for the privilege of 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 1984 -2 7 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 AGREE- MENT the rate specified in Exhibit A as adopted from time to time by Board Resolution The CONTRACTOR and DISTRICT agree that the rate shall be applied to all occupancies as hereinafter defined to derive the correct sum for services performed by CONTRACTOR for the one-month period just concluded Each monthly payment shall be made on or before the 15th day of the month immediately following the month for which service was rendered IV FORMULA FOR COMPENSATION CALCULATION The basic rate as set forth in Exhibit A of this AGREEMENT shall prevail from June 30 to July 1 of each fiscal year Thereafter said rate shall be adjusted by an amount equal to the percentage change in the cost of doing business as measured by the U S Department of Labor Bureau of Labor Statistics Consumer Price Index for All Urban Consumers for the Los Angeles-Long Beach Area All Items ( 1967 = 100) for the month of May of each year to become effective the July 1 immediately following 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 -3- 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 specifi- cally 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 combustible 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 Sale- able 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 re- processing 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 -4- D Definition of Occupancy An occupancy is determined 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 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 gar- bage 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 8 Those parcels irrespective of zoning which are subject to a commercial use -5- 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 as the basic occupancy 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 and agreed by and between the parties hereto that said increase will be determined by any occupancy permits and demolition permits issued by the Build- ing 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 coming 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 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 -6- B Rubbish 1 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 upon re- ceipt 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 gar- bage and rubbish as required by said Manager All Notices required to be given pursuant to this CON- TRACT shall be given by CONTRACTOR at his own expense -7- VIII HOURS OF COLLECTION The DISTRICT Manager shall have the right to authorize the CONTRACTOR to collect garbage and/or rubbish at scheduled hours that said Manager finds will not constitute a nuisance to the neighborhood IX. HOURS Collection of garbage and rubbish shall not be made on Sunday Collection of garbage and rubbish shall not be required on the following legal holidays New Year ' s Day Memorial Day Fourth of July Labor Day Thanksgiving Day and Christmas except in cases of emergency or as otherwise required by the DISTRICT whenever a regular collection falls on such a holiday the collection shall be made on the follow- ing working day and collections throughout the DISTRICT shall become current within one (1) week thereafter X. DISRUPTION OF SCHEDULE A Holiday pickups which are not set forth in Paragraph IX may be omitted entirely provided however that the DISTRICT Manager may require the CONTRACTOR to pick up 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 Pickups on holidays not set forth in Paragraph IX must be picked up unless DISTRICT Manager authorizes otherwise -8- B In the event of a disruption of service in any area due to weather an act of God failure of equipment or other- wise CONTRACTOR shall make such collection within seventy-two (72) hours Labor disputes shall not be considered as excuses for nonperformance hereunder as defined in Section 1511 California Civil Code and CONTRACTOR shall provide for trash collection service within one week of any disruption due to strike lock-out walk-out boycott or other labor dispute C In no event shall CONTRACTOR disturb the remaining 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 D CONTRACTOR shall forthwith advise DISTRICT in writing at the time any negotiations are undertaken between CONTRACTOR and its employees relating to wages and benefits and CONTRACTOR shall be obligated to report the status of said negotiations from time to time in a frequency established by DISTRICT which said frequency shall not be burdensome upon CONTRACTOR but shall be sufficient to advise DISTRICT of the status of said negotiations including any pending strike lock-out walk-out boycott or other labor dispute CONTRACTOR may also be required at the option of the DISTRICT to provide DISTRICT in writing with a plan of procedure to be implemented by CONTRACTOR to serve the DISTRICT in the event of a disruption of service by labor dispute -9- 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 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 require- ments 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 sub- ject 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 or on a neighbor s lot -10- 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 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 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 Fifty Thousand ($50 000 00) Dollars written by a surety company licensed to do business in the State of Califor- nia and in form approved by Attorney for DISTRICT XV PUBLIC LIABILITY AND PROPERTY DAMAGE INSURANCE CONTRACTOR shall be required to maintain in full force -11- and effect during the term of the CONTRACT a public liability policy with a combined single limits of One Million ($1 000 000 00) Dollars for the benefit of the third persons who may be injured or damaged as a result of any negligent operation of the CON- TRACTOR in the 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 DIS- TRICT 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 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 of any and all liability arising therefrom including any attorney 's fees incurred in the de- fense of any such action DISTRICT and CONTRACTOR agree that the extension of this CONTRACT beyond its due date for good and valuable consi- deration is not a DISTRICT project as defined by Section 6407 Health and Safety Code and thus does not come within the re- quirements of Section 6515 1 Health and Safety Code In the 4"- 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 -12- XVI WORKERS COMPENSATION . INSURANCE CONTRACTOR shall also maintain in full force and effect during the term of this CONTRACT a workers compensa- tion policy and such other forms of insurance as shall be re- quired by law XVII RULES, LAWS AND REGULATIONS CONTRACTOR shall abide by all the rules laws and regu- lations of the COSTA MESA SANITARY DISTRICT OF ORANGE COUNTY California the City of Costa Mesa County of Orange State of California and all other governmental agencies having juris- diction VXIII 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 ($3 00) Dollars for each service call as hereinafter defined made by the Manager of said DISTRICT provided how- ever that the maximum charge for service calls for any one month shall not exceed Three Hundred Forty-Eight ($348 00) Dollars 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 -13- DISTRICT to rectify a failure of service on the part of CON- TRACTOR 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. 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 pur- pose 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 regarded 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 por- tion if any of said dump charges that are determined as the result of the negotiations as provided for herein X.Y. DEFAULT Failure on the part of CONTRACTOR to comply with the terms and provisions of the CONTRACT shall be grounds for the -14- 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 and mailed to the address of CONTRACTOR on file with the DISTRICT or DIS- TRICT Manager Said CONTRACT shall thereupon be deemed termi- nated forty-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 DIS- TRICT in the negotiation of a new CONTRACT In the event of a default as herein defined DISTRICT shall have the authority to take whatever steps are necessary to insure the collection of residential refuse including but not necessarily limited to the employment of another con- tractor or contractors employment of its own work force with rental equipment or by such other means as the DISTRICT in its sole discretion may employ for this purpose In the event of a default as heretofore set forth because of work stoppage or for any other reason DISTRICT reserves the right to be reimbursed for its expenses incurred in maintaining residential refuse service as provided for in this CONTRACT and in the event after demand CONTRACTOR fails to reimburse DISTRICT for its expenses incurred as aforesaid DISTRICT reserves the right to call upon CONTRACTOR s Performance Bond for said reimbursement DISTRICT agrees to first made demand upon CONTRACTOR for said reimbursement prior to applying to CON- TRACTOR s surety for this purpose -15- 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 other subsequent 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 April 3 1974 together with all addenda 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 con- tract not yet paid by DISTRICT nor shall it relieve CONTRACTOR of any liability which has accrued and exists and is out- standing as of the date hereof XXIII FRANCHISE ALTERNATE It is further understood and agreed by and between the parties hereto that certain legislative and Constitutional tax limitations may render DISTRICT unable to meet its fi- nancial obligations with CONTRACTOR In such event and upon notice duly given by DISTRICT to CONTRACTOR in writing this CONTRACT shall be deemed null void and of no further force or effect In such event DISTRICT shall be obligated to pay -16- CONTRACTOR through and including the last week of refuse collection immediately preceding such termination date and DISTRICT shall not be obligated to make any payment to CON- TRACTOR beyond said termination date In the event of such termination CONTRACTOR may apply to DISTRICT for a franchise for the collection of residential refuse within the DISTRICT and shall be granted a franchise under terms and conditions as determined by the Board of Directors of DISTRICT at the time the said franchise is granted Said franchise shall among other things provide that CONTRACTOR shall be fully responsible for collection of fees from individual residences and shall establish a system of invoicing and charges for said services Said franchise shall also include among other things the right of DISTRICT to determine whether or not CONTRACTOR s charges are excessive and to require ad- justments in said charges to insure reasonable profit to CONTRACTOR and to insure a fair and equitable charge to residences being served IN WITNESS WHEREOF the parties hereto have hereunto affixed their hand and seal that day and year first above written 7/ -17- COSTA MESA SANITARY DISTRICT OF ORANGE COUNTY r . BY - Presic.ent of 11r RICT ATTEST By %4Lt., 4 X// Sec etary ORCO DISPOSAL SERVICE INC_ a corporation d t. By� x. Contracto ATTEST ry- // r BY sIAi01 _ - .ecretary / � -18-