Contract - Roto - 2001-04-26 i
PURCHASE AGREEMENT
r THIS AGREEMENT is made and entered into this )6 Dt day of
t �0, 2001 by and between the COSTA MESA SANITARY DISTRICT a
D trict formed under the Sanitary District Act of 1923, hereinafter referred to
' as 'DISTRICT' and ROTO INDUSTRIES, INC. a California corporation,
hereinafter referred to as 'ROTO'
Recitals
WHEREAS, DISTRICT has the authority under Health and Safety Code
Section 6521 to make and enforce all necessary and proper regulations for the
removal of garbage; and
WHEREAS, DISTRICT's Board of Directors has determined that a
standardized container program will protect the public health, improve the aesthetics
of the community served by the DISTRICT and will prevent or reduce worker
injuries and increase efficiency by allowing for a semi-automated collection system;
' and
WHEREAS, DISTRICT desires to implement a standardized container
' program and after having fully researched and analyzed other similar programs
advertised for bids on August 10, 2000 under Bid Item No. 527 attached hereto as
Exhibit A and
WHEREAS DISTRICT's Board of Directors, after testing, analysis and
consideration of the various products available, determined to procure a rotationally
molded high density cross link polyethylene container as best meeting the
DISTRICT's needs; and
WHEREAS DISTRICT's Board of Directors considered a number of factors in
selecting ROTO as its provider of standardized containers, including but not limited
to the product purchased, warranty implementation program and related features
which were material considerations to the Board of Directors in making its selection;
and
WHEREAS, DISTRICT opened bids on September 5, 2000 and ROTO was
the low bidder on the DISTRICT-preferred container a rotationally molded high
density cross link polyethylene container and that ROTO offered additional
enhancements, including an extended warranty a one-year rollout program that
would save delivery costs, and a three-year container management program of
personnel, vehicles and storage facility and
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' WHEREAS DISTRICT recognizes that Raul Rangel has a substantial
ownership in Roto Industries, Inc. which is a family-owned corporation, and is sole
' shareholder in Costa Mesa Disposal, Inc. (hereinafter referred to as 'CMD"), the
DISTRICT's current trash hauler which will provide smooth interaction between the
product and the handler and continuity of service and a decreased workload for
CMD and DISTRICT staff. and
WHEREAS having related companies provide the containers and provide
collection services implements a self-policing arrangement with respect to container
care and truck adjustment;
NOW THEREFORE, for and in consideration of the covenants contained
herein, performed and to be performed, the parties hereto agree as follows:
1 1 The above Recitals are agreed upon by both parties to be part of and
material considerations in entering into this Agreement.
2. ROTO agrees to provide containers in accordance with its base bid (not
Option 1 2, or 3) for Item No. 527 and with supplemental information provided for 35
gallon containers and with other terms, conditions and specifications shown therein,
a copy of which is attached hereto as Exhibit 'B' and 'C'
3. ROTO agrees to provide the enhancements of a one-year rollout program
at no cost to DISTRICT and a three-year container management program at no cost
to District including manpower vehicles and storage area to sufficiently manage the
program and provide complete satisfactory customer service the details of which are
set forth in Exhibit 'D'
1 4 ROTO agrees to use its best efforts to work with DISTRICT and its staff to
provide a customer-friendly successful program.
' 5 ROTO and DISTRICT acknowledge the proposed program is for a semi-
automated collection process (and not manual nor fully automated), and the parties
agree that the goal is to provide sufficient containers for each resident so that
' excess trash (trash not fitting inside a closed container) will be minimized.
6. ROTO agrees the purchase prices in Exhibit 'B' and 'C' shall be honored
' for the entire one-year rollout program and that subsequent price increases shall be
subject to agreement and will be dependent upon the price of resin, the number of
cans purchased and other relevant factors.
7 The parties agree that DISTRICT shall be notified and shall consent in
writing to any changes in the container manufacturing process, such consent will not
be unreasonably withheld, and no changes shall be made that might decrease the
life expectancy of the containers.
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8. In the event of container failure or unserviceability DISTRICT and ROTO
' shall mutually observe and make a determination as to the cause of any container
becoming damaged, unserviceable or defaced. Containers covered by the ROTO
warranty shall be replaced or repaired within 24 hours at no cost to the DISTRICT
t and containers requiring replacement due to resident neglect or damage shall be
replaced by ROTO within 24 hours at DISTRICT's cost. ROTO's warranty shall
encompass all of the features set forth in Exhibit 'E' except that exclusions from
' warranty shall not include damage caused by CMD
9 ROTO agrees that no purchase of containers shall be made without
' District Manager's and Assistant Manager's signatures on a purchase authorization.
Manufacturing, assembly and delivery to CMD or other DISTRICT designated
location shall be included in the price per container
' 10 ROTO agrees to manufacture and provide containers at a rate allowing
CMD to supply all residences within one trash route per month for each of the ten
' routes. A copy of the routes are attached hereto as Exhibit 'F' Such schedule may
be modified by mutual consent. ROTO will supply the containers to each residence.
11 The quantity and size of containers purchased by DISTRICT shall be at
the discretion of DISTRICT and shall be determined in part by the survey results of
the flyer delivered to the residences of each route five weeks prior to rollout of that
route.
t 12. ROTO shall assume full responsibility for but cooperate with DISTRICT
and CMD in change-in and change-out services and shall keep an adequate
inventory of containers on hand to allow changing containers on the next trash
' collection day for each resident requesting changes.
13 ROTO agrees to provide nameplate, hot stamping and other container
' markings in accordance with Bid Item No. 527 and ROTO's proposal.
14 ROTO fully warrants the containers for ten years in accordance with
' warranty shown in Exhibit 'E' and the three-year extended pro-rated warranty shown
on letter by ROTO dated August 31 2000
' 15. ROTO shall reasonably assist DISTRICT in a public relations effort,
including hosting community meetings, product demonstrations, providing brochures
and responding to requests at no additional program cost to the DISTRICT
16. The following documents are attached hereto and constitute part of this
Agreement:
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' Exhibit A Costa Mesa Sanitary District Bid Item No 527
Exhibit 'B' ROTO Industries, Inc. Proposal
t Exhibit 'C' Supplemental 35 gallon price schedule dated March 29 2001
Exhibit 'D' Three Year Container Management Program
Exhibit 'E' Warranty
' Exhibit 'F' Routes
17 ROTO agrees to accept the return of any of its containers provided herein
' when their service life is over at no charge to DISTRICT or any resident desiring to
dispose of said cans.
' 18. ROTO agrees to indemnify defend and hold DISTRICT harmless from any
and all liability arising out of the use of such cans including, but not limited to products
liability claims and actions. Additionally ROTO agrees to indemnify defend and hold
DISTRICT harmless from any and all claims or liability arising out of the award of this
contract or the bidding process or the DISTRICT's actions in implementing a
standardized container program.
' 19. Time is of the essence in this contract.
' 20. No assignment of this contract may be made without the express written
consent of DISTRICT It is a material consideration to DISTRICT that ROTO is owned
' and managed by a corporation that is related to DISTRICT's trash collector Costa
Mesa Disposal, Inc.
' 21 Either party may terminate this contract by giving 30 (thirty) days written
notice, provided that if default is an issue in the performance of the contract, at least
ten (10) days notice shall be given along with a chance to cure the default. If DISTRICT
' terminates the contract, it may be required to pay for any containers that had been
ordered if ROTO has been prejudiced. Notwithstanding said termination, the
indemnification, warranty and other obligations created hereby shall continue with
' respect to any container actually purchased.
22. ROTO represents that it has not given, promised or offered any gratuities to
' any of DISTRICT's officers, employees or agents with a view toward securing this
contract or favorable treatment in the bidding or selection process, including the
preparation of the bid specifications.
23. This agreement represents the entire agreement, including the attachments
hereto, and shall not be considered modified, altered, changed or amended in any
respect unless in writing and signed by the parties hereto.
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24 Notices may be provided as follows by first class mail or by fax:
' Costa Mesa Sanitary District
77 Fair Drive
Fourth Floor
Costa Mesa, California 92626
Roto Industries, Inc.
1251 North Jefferson Street
Anaheim, California 92807
25 ROTO shall post security in a form and sum as may be approved by District
Manager and District Counsel to guarantee the continuing performance of this
agreement.
In witness whereof the parties have entered into this Agreement on the date first
written above.
' COSTA MESA SANITARY DISTRICT
President
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Secretary
ROTO INDUSTRIES, INC,
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By. ! " ∎ Vim'✓
Title:
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