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Contract - ORCO - 1963-07-03 a AMENDMENT TO AGREEMENT THIS AMENDMENT TO AGREEMENT, made and entered into this 3rd day of July, 1963, by and between the Costa Mesa Sanitary District of Orange County, California, hereinafter referred to as "DISTRICT," and Santa Ana Commercial Company, Inc a corporation, hereinafter called "CONTRACTOR; " WITNESSETH WHEREAS, the parties hereto did on the first day of July, 1961, enter into an Amended Agreement wherein Contractor agreed to furnish all labor, material and equipment necessary for the collection of all garbage and rubbish within the Costa Mesa Sanitary District, and WHEREAS, said Amended Agreement based the payment by District to Contractor on occupancies as defined in said Amended Agreement, and WHEREAS, said Amended Agreement defined occupancies as to multiple residential units such as boarding houses, apartment houses, motels and trailer parks, other than major trailer parks, with more than three (3) occupancies, should be counted as one occupancy regardless of the number of units, and WHEREAS, conditions have arisen since the execution of said Amended Agreement which were not anticipated by the parties hereto, namely, the tremendous growth in District of multiple residential units with more than three occupancies, and WHEREAS, Santa Ana Commercial Company, Inc , has, subject to approval of District, assigned the Agreement and Amendment to Agreement with District to Orco Disposal Service, Inc , a corporation, and District finds that said Orco Disposal Service, Inc , has the same stockholders, and being satisfied with the assets of said Orco Disposal Service, Inc , wishes to consent to said Assignment, and -1- WHEREAS, said unexpected growth has resulted in a hardship to Contractor and, in the opinion of District, is not for the best interest and benefit of District It is the desire of the parties to amend the said Amended Agreement by providing that the definition of Occupancies as to multiple residential units shall be altered as hereinafter set forth, and consent to assignment NOW, THEREFORE, the parties hereto agree as follows SECTION 1 Sub-section (c) of Paragraph 3 of the Amended Agreement dated July 1, 1961, between District and Contractor described above is hereby amended as follows The first paragraph, consisting of 6 lines on page 3, being paragraph 3 of said Amended Agreement, is hereby amended to read as follows "3 • (c) Multiple residential units, such as boarding houses, apartment houses, motels and trailer parks (other than major trailer parks as hereinafter defined) , with more than five (5) occupancies shall be counted as five (5) occupancies, regardless of the number of units contained therein in excess of five (5) Major trailer parks shall be counted as fifteen (15) occupancies " SECTION 2 District hereby consents to the Assignment of the Agreement and Amendment to Agreement from Santa Ana Commercial Company, Inc , a corporation,, to Orco Disposal Service, Inc , a corporation SECTION 3. Except as hereinabove expressly set forth, all the other provisions of said Amended Agreement dated July 1, 1961, shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have hereunto affixed their hand and seal the day and date first above written COSTA MESA SANITARY DISTRICT OF ORCO DISPOSAL SERVICE, INC , ORANGE COUNTY, CALIFORNIA a Corporation By • 12..4_/ Feesidon't BY/ ', • II. OL S ,froPetan -resi•ent ATTEST I • - itti, / BY I%ci �B����"° tt Assistant Secreta ecre ary DISTRICT -2- CONTRACTOR" AMENDED AGREEMENT This amended Agreement, made and entered into this /t.� day of July, 1961, by and between the COSTA MESA SANITARY DISTRICT of Orange County, California, hereinafter sometimes referred to as "DISTRICT, " and SANTA ANA COMMERCIAL COMPANY, INC , a Corpora- tion, hereinafter sometimes referred to as "CONTRACTOR," W I T N E S S E T H 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 all garbage and rubbish within the Costa Mesa Sanitary District, and DISTRICT, in consideration thereof, agreed to pay the amount set forth,which said Agreement further provided for a term of three (3) years, commencing October 1, 1958, and ending September 30, 1961, together with an option to extend the term for an additional two (2) years, to wit, October 1, 1961, to September 30, 1963; and WHEREAS, the aforesaid Agreement was amended on the 5th day of September, 1958, wherein the definition of Trailer Parks was more clearly defined; and WHEREAS, said agreement was further amended under date of February 1, 1960, to change the bond provision in said Agreement; and WHEREAS, pursuant to the terms of said Agreement, DISTRICT did on the first day of December, 1960, exercise the option granted in said Agreement to extend the term for two years ( 2) , to wit, from October 1, 1961, to September 30, 1963; and WHEREAS, it is the desire of the parties to further amend said agreement by extending the term thereof for an additional two (2) year period, to wit, from October 1, 1963, to September 30, 1965, and that the payment by DISTRICT to CONTRACTOR be changed -1- as of July 1, 1961, from an amount equal to Sixty-three Cents ($O 63) multiplied by the total number of occupancies, as defined in said Agreement, to an amount equal to Seventy-Three Cents ($0 73) multiplied by the total number of occupancies, as defined in said Agreement, and further to provide for CONTRACTOR to furnish a foreman to oversee the work as hereinafter specified; and WHEREAS, it is the desire of the parties to incorporate herein all the prior amendments to said original Agreement, together with the Amendment herein made, for the sole purpose of facilitating the readability of said Agreement NOW, THEREFORE, in consideration of the mutual promises, agreements and covenant herein contained;, the parties hereto agree as follows 1 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, or places, which CONTRACTOR shall provide and be responsible for In consideration for the aforesaid things to be done by CONTRACTOR, DISTRICT agrees to pay to CONTRACTOR the consideration hereinafter set forth 2 TERM The term of this Contract shall be for a period of three ( 3) years commencing October 1, 1958, and ending September 30, 1961, together with option heretofore exercised for its extension herewith provided, to end September 30, 1965 3 PAYMENT TO CONTRACTOR BY DISTRICT As compensation for the performance by CONTRACTOR of the -2- work described in this Agreement, DISTRICT shall pay to the CONTRACTOR, each calendar month, an amount equal to Sixty-Three ( $0 63) Cents multiplied by the total number of occupancies, as hereinafter defined, for the period up to and including the month of June, 1961 Commencing with the month of July, 1961, DISTRICT shall pay to CONTRACTOR, each calendar month,, an amount equal to Seventy-Three ($O 73) Cents multiplied by the total number of occupancies as hereinafter defined. The first payment shall be for the month of October, 1958, and shall be paid on or before the 15th day of November, 1958, Each subsequent monthly payment shall be made on or before the 15th day of the month immediately following the month for which said payment is due 'Occupancy" is hereby defined as follows (a) Each single residential unit actually occupied (b) Each unit in a duplex or triplex (c) Multiple residential units, such as boarding houses', apartment- houses, motels and trailer parks, other than major trailer parks as hereinafter defined,, with more than three (3) occupancies, shall be counted as one (1) .occupancy, regardless of the number of units Major trailer parks shall be counted as fifteen (15) occupancies ( "Major trailer park" is hereby defined to mean all trailer parks having thirty-five ( 35) or more trailer spaces in said trailer park ) It is hereby agreed between DISTRICT and CONTRACTOR that the occupancies as of October 1, 1958, shall be the number of occupancies established on the books of DISTRICT for said date There shall be added to the original occupancy count new occupancies each month as the same are determined, either by -3- actual count or by sewer permits granted by the CITY OF COSTA MESA and the COUNTY OF ORANGE There shall be deducted from the number of occupancies all dwellings and other structures which have ceased to be occupied during the preceeding month All occupancies added to the original occupancy count each month shall entitle CONTRACTOR to the additional compensation for the next month In the event of any dispute between DISTRICT and CONTRACTOR regarding the number of occupancies, as herein defined, DISTRICT and CONTRACTOR shall take an actual occupancy count, and the count so determined shall be the new basis for payment The cost of such house count shall be paid by the party requesting the same 4 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 household waste from or .intended for use as food and all vege- table trimmings from markets or stores The following are 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 combustible materials ( other than such wrapping for garbage as may be required by the City) , crockery, glass, cans and other metallic objects, ashes and sweepings -4- 5 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 twice 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 B Rubbish 1 Commercial 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 the1CONTRACTOR to the District Manager, permission has been granted by said District Manager for a lesser 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 6 SCHEDULE OF COLLECTIONS -5- A Initial Schedules Beginning October 1, 1958, the existing routes, schedules and times for the collection of garbage and rubbish shall be maintained and continued bj 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 times 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 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 7 HOURS OF COLLECTION Collection of garbage and rubbish shall not commence earlier than 7 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 Manager finds will not constitute a nuisance to the neighborhood. 8 HOLIDAYS Collection of garbage and rubbish shall not be made on Sundays, or on December 25th, Christmas Day Garbage and rubbish collections shall be maintained on all other holidays 9 DISRUPTION OF SCHEDULE A The Christmas Day pickup which has been missed shall -6- be skipped entirely , provided, however, that upon and after the second year of the Contract the District Manager may require the CONTRACTOR to pick up said Christmas Day schedule within seventy-two (72) hours after said December 25th 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 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 10 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 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 -7- to inspection by the Manager of the DISTRICT, and any defects in such equipment found to exist shall be immediately corrected by CONTRACTOR 11 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 under the Contract until any claim for damaged containers has been paid or adjusted with the owners thereof 12 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 adquate 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 for the collection of rubbish and garbage, and CONTRACTOR hereby agrees to conform to said rules and regulations as the same now exist, or may hereafter exist if changed by said DISTRICT -8- 13 BOND CONTRACTOR shall furnish a Faithful Performance Bond in the sum of Fifteen Thousand ($15,000 00) Dollars for the rubbish and garbage contract It is hereby agreed that in the event of default by Santa Ana Commercial Company, 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 14 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 $100,000 00 and $300,000 00 limits, and a property damage insurance policy of $20,000 00 limits for the benefit of the third persons who may be injured or damaged as a result of any negligent operations of the CONTRACTOR in the performance of his work under this Contract, which said policy shall name the DISTRICT as a party protected thereby 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 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 fee incurred in the defense of any such action 15 WORKMEN'S COMPENSATION INSURANCE -9- CONTRACTOR shall also maintain in full force and effect during the term of this Contract, a Workmen' s Compensation Policy and such other forms of insurance as shall be required by law 16 RULES, LAWS AND REGULATIONS CONTRACTOR shall abide by all the rules, laws and regulations 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 17 ALIEN LABOR PROHIBITED CONTRACTOR shall not knowingly employ in the performance of the work under said Contract, any alien except in cases of extraordinary emergency caused by fire, flood or danger to life or property, and said CONTRACTOR shall agree to forfeith to DISTRICT the sum of Ten Dollars ($10 00) for each alien employed by him in the execution of said Contract for each and every calendar day, or portion thereof, during which such alien is knowingly employed or caused or allowed to be employed CONTRACTOR shall also be bound by and comply with the provisions of Sections 1850 to 1854, inclusive, of the Labor Code of the State of California 18 MANAGEMENT CONTRACTOR hereby designates the Manager of the COSTA MESA SANITARY DISTRICT as its agent for the purpose of. receiving 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, however, that the maximum charge for service calls for any one month shall not exceed Three Hundred and Fifty ($350 00) Dollars The amount of such service charges -10- 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 Commencing July 1, 1961, 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 19 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 and mailed to the address of CONTRACT on file with the DISTRICT or District Manager Said Contract shall thereupon be deemed terminated 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 DISTRICT in the negotiation of a new Contract DISTRICT may, at its option, in the event of default by CONTRACTOR, collect the garbage and rubbish itself, or hire the same done, and CONTRACTOR shall be liable for the cost thereof -11- The waiver of any breach of the terms of this Contract shall not be deemed a waiver of any reoccurrence of the same or any other subsequent breach of said Contract 20 ASSIGNMENT AND SUBLETTING PROHIBITED CONTRACTOR shall not assign, transfer or sub-contract this Contract, or any of the work to be performed hereunder, or any part thereof, without first obtaining the consent of DISTRICT IN WITNESS WHEREOF, the parties hereto have hereunto affixed their hand and seal the day and date first above written COSTA MESA SANITARY DISTRICT By l ,ie Attest' �( Se etary By Assistant Secretary DISTRICT 'SANTA ANA COMMERCIAL COMPANY, INC , a Corporation / BY .!/ 7� '/�j�-f'4 1:;e-C r President B Y c'r CC/XI Se etary CONTRACTOR -12-