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Contract - Costa Mesa Disposal - 1994-06-09G THIS AGREEMENT is made and entered into this day of 1994 by and between the Costa Mesa Sanitary District of Orange County, California, hereinafter referred to as "DISTRICT" and Costa Mesa Disposal, Inc., referred to as We. RBCITALS: 1. This contract is entered into in furtherance of the concern of the State Of California and the DISTRICT in the public health, safety and well being of its citizens as expressed particularly in Sections 40002, 40058, 40059 and 49510 of the Public Resources Code of the State of California, as these sections relate to DISTRICT authority in the matter of solid waste enterprises and the collection and disposal of solid waste. 2. DISTRICT and CONTRACTOR, as a solid waste enterprise, have entered into an agreement dated January 11, 1979 which was subsequently amended on May 12, 1983; July 28, 1989; February 28, 1990; and August 15, 1991 relating to the collection and disposal of solid waste from single family dwellings within DISTRICT's geo- graphical boundaries. 3. DISTRICT and CONTRACTOR recognize that changes of circumstances make it necessary that the terms of this agreement and its amendments be consolidated and updated to more accurately express the needs of the community with particular reference to the reclamation, recycling and marketing of solid waste produced and originating from single family dwellings within the DISTRICT and providing for additional services not heretofore offered to the residents of DISTRICT. 4. DISTRICT and CONTRACTOR desire to revise and rewrite said amended agree- meet now in force, modifying certain terms thereof and to set forth their respec- tive rights and liabilities in connection therewith. -1- NOW, THEREFORE, for and in consideration of the terms herein set forth, performed and to be performed, DISTRICT and CONTRACTOR agree as follows: 1. GENERAL PROVISIONS CONTRACTOR agrees to furnish all labor, material and equipment necessary for the collection of all solid waste as hereinafter defined from single family dwell- ings and multi - family dwellings using curbside service within the boundaries of the Costa Mesa Sanitary District of Orange County, California, except those residences in the geographical limits of the City of Newport Beach, as said boundaries now exist or may hereafter exist and the disposal of such solid waste as hereinafter provided. In consideration for the aforesaid things to be done by CONTRACTOR, DISTRICT agrees to pay CONTRACTOR the consideration hereinafter set forth. 2. The basic term of this contract shall be for six (6) years; provided, how- ever, that said basic term shall not begin until one (1) year after the execution Of this agreement. Thereafter, the basic term of this contract shall be extended annually so that the contract shall continue to have a basic term of six (6) years, subject to termination and renewal provisions as are hereinafter provided. Any extension of this contract, whether annually or otherwise, shall be subject to satisfactory performance of CONTRACTOR and CONTRACTOR has no vested right in the initial term, or the basic term, or any renewal thereof, if in the judgment of DISTRICT the performance of CONTRACTOR has been unacceptable. Notwithstanding the provisions of Paragraph 26. DEFAULT, the basic term of this contract may be extinguished by either party by such party's giving the other one hundred twenty (120) days notice in writing of its intention to terminate and at the end of said one hundred twenty (120) day period, this agreement shall be terminated and the basic term shall no longer exist. -2- �T :.1 PAi24EZar 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 rate specified in Exhibit "A" as adopted from time to time by Board resolution. 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 the day following the meeting of DISTRICT's Board where said payment was approved, said payment to be for the previous calendar month. 4. FORMULA FOR COMPENSATION CALCULATION The basic rate as set forth in Exhibit "A" of this agreement shall prevail fram June 30 to Jul 1 of each fiscal ' Y year. TheAafter said date shall be adjusted by an amount equal to the percentage change in the cost of doing business as mea- sured 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 each year to become effective the July 1 immediately following. Each increase or decrease in calculation of basic occupany rate occur- ring 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. In no event shall said percentage change upon which any increase in compen- sation is calculated exceed an increase of three (3 %) percent for each successive fiscal year. -3- 5. SOLID WASTE DISPOSAL DISTRICT represents that it has a contract with CR TRANSFER for the accep- tance of solid waste from the DISTRICT for the purpose of recovery and reclamation of recyclable materials and for the transfer of unrecycled residue to Orange County landfill sites, which said contract's term expires October 31, 1996. In the event said. contract is not renewed or is terminated for any reason Prior to its expiration date, DISTRICT reserves the right to direct the flow of solid waste produced and collected hereunder to any succeeding recycling firm with which DISTRICT has contracted, provided, however, that in the event mileage to the succeeding recycling firm has increased ten (10 %) percent over the mileage present- ly in effect between DISTRICT and CR TRANSFER, CWIRACIOR shall be entitled to additional c sation based upon acceptable cmpen po proof submitted to DISTRICT of actual increased costs; and provided further, that if the mileage decreases in excess of the same percentage, DISTRICT shall be entitled to a reduction in coupensation it is obligated to pay. DISTRICT represents that it has in force a contract with the CITY OF COSTA MESA, dated November 5, 1993, renewable annually, exempting DISTRICT from certain fees established by the City relating to the City's obligations under the Integra- ted Waste Management Act of 1989 (popularly known as AB -939). Certain provisions of that contract require that DISTRICT rely upon the cooperation and performance of CONTRACTOR and CONTRACTOR agrees that such coopera- tion and performance which is attributable to CONTRACTOR will be performed. Speci- fically, CONTRACTOR will participate in the education program required by AB -939 either in money or services at the option of DISTRICT with the level of participa- tion to be set by DISTRICT and will provide such reports as are required of the DISTRICT by the City. -4- DISTRICT contemplates that its present recycling contract and any renewal thereof or any contract with any recycler will not require curbside sorting. If, however, circumstances should arise requiring curbside sorting, such circumstances shall not void this contract and pickup of sorted material for delivery to recycle points shall continue. CONTRACTOR may be entitled to additional compensation upon proof of additional costs incurred because of curbside sorting. DISTRICT represents that in the future it intends, if practical, to engage in a limited household hazardous waste pickup program, its initiation to depend upon cost analysis and insurance requirements as well as other factors. CONTRACTOR agrees that it will participate in said hazardous waste pickup program to the extent it can qualify as a hazardous waste transporter and at a cost to DISTRICT to be negotiated at the time such program is instituted. CONTRACTOR is equipped to and is in the business of providing fully automa- ted mechanical pickup systens for pickup of solid waste. CONTRACTOR will provide a report to DISTRICT of any cost savings to DISTRICT by instituting a DISTRICT -wide fully automated mechanical system. Said report will be in writing and due not more than one hundred twenty (120) days from the date of this agreement. DISTRICT will provide CONTRACTOR with copies of all agreements, and amend- meets thereto, which affect CONTRACTOR's performance hereunder including, but not limited to, the contract with CR TRANSFER, or any other recycler with which DIS- TRICT may contract; the November 5, 1993 AB-939 contract; and any subsequent con- tract with the City of Costa Mesa or any other entity relating to DISTRICT's obli- gations affecting solid waste pickup and disposal. 6. LARGE ITEM PICKUP DISTRICT represents that it conducts an annual program for pickup of large items not normally eligible to be picked up as part of this contract. As part -5- of this contract, and for the consideration set forth herein, CONTRACTOR will provide for the pickup of discarded mattresses, refrigerators, water heaters, washers, driers, sofas, stoves, tables, lumber of not more than four (4) feet in length, and other furniture and appliances on an annual basis. CONTRACTOR will not be required to pick up tires, tree limbs, asphalt, car bodies, chemicals, hazardous waste, concrete, oil drums, paint cans, building materials or soil. CONTRACTOR shall provide written notification to residents of DISTRICT of services to be provided no fewer than ten (10) working days prior to commencing such service. Notices of such service shall be either delivered by hand to each resident in person or placed on the door of each residence. The notices delivered to residents by CONTRACTOR shall contain CONTRACTOR's name and business telephone number. The notices shall specify those articles which will and will not be col- lected. Such notices shall further state that if items are placed for pickup later than the time stated in the notice or after the collection vehicle has passed, a service fee will be charged by CONTRACTOR to the resident requesting } pickup. CONTRACTOR shall pay for and coordinate with DISTRICT the publishing of an additional advance notice using the local newspapers to inform residents of the program. Said notification will include the statement that neither DISTRICT nor CONTRACTOR will abe responsible for items placed at the curb which are .ineligible for pickup. Items picked up pursuant to this agreement shall be transported by CONTRAC_ TOR to the appropriate County of Orange landfill disposal site or to an established recycling center at CONTRACTOR's option. DISTRICT shall be responsible for and pay tipping charges at the landfill for those loads going to a landfill. No payment will be made for material taken to recycling centers. CONTRACTOR shall begin work at a date set by the Manager of DISTRICT after having given CONTRACTOR ten (10) days notice of said starting date and shall be completed within sixty (60) working days from the first day of commencement of the work. 7. DEFINITIONS A. Definition of Solid Waste Solid waste shall be as defined in Section 40191, Public Resources Code, as may fran time to time be amended with the exceptions as set forth therein, providing further that solid waste shall not include large item pickup material provided for elsewhere in this agreement. Solid waste shall include Christmas trees and telephone books not disposed of by separate event provided for elsewhere in this agreement. B. Definition of Occupany 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 occupancy. lot. Beach; 3. Mobile have lots per Assessor's parcel - one occupancy per trailer C. Occupancy Exertions 1. Property both within the DISTRICT and within the City of Newport 2. Multiple resdential properties including mobile have parks contrac- ting for or using private services and having qualified for DISTRICT exemption; -7- 3. Undeveloped parcels until one or more living units are constructed thereon; 4. Parcels incapable of generating rubbish and garbage as defined herein; 5. Parcels with improvements requiring a type of service unavailable from CONTRACTOR; 6. Those parcels which have applied for and been granted exemptions by DISTRICT, in accordance with DISTRICT rules and regulations; 7. Those parcels irrespective of zoning which are subject to a commercial use. D. Initial occupancy Calculation The occupancy for which CONTRACTOR will be ccanpensated shall be determined from the special assessment roll for each fiscal year of July 1 through June 30 as the same is maintained on file in the DISTRICT office as the basic occupancy and will be readjusted annually based upon the special assessment roll for each suc- ceeding year. The occupancy count may be increased or decreased monthly and it is under- stood and agreed by and between the parties hereto that said increase will be determined by any occupancy permits and demolition permits issued by the Building Department of the City of Costa Mesa or other entity having jurisdiction within the DISTRICT. The occupancy count may also be increased whenever CONTRACTOR is able to determine to the satisfaction of DISTRICT that any parcel ccming within the exemp- tions as heretofore set forth is no longer exempt and that CONTRACTOR is in fact actively engaged in the weekly collection of trash from said occupancy. The occu- pancy count may also be adjusted by a field survey conducted by DISTRICT in which CONTRACTOR may participate if it desires. • a• • �• s • A. Solid Waste - Weekl CONTRACTOR shall collect all solid waste frcan residential areas once each week. "Residential Area" is defined generally as any area located within the Costa Mesa Sanitary District zoned for residential or agricultural use by the governmen- tal body having jurisdiction over such area and used for residential purposes. B. Telephone Directories - Annually DISTRICT represents that for thirty (30) days each year it engages in a telephone directory recycling program in conjunction with Pacific Bell Directory, publisher of the direcory. CONTRACTOR agrees that it will, without cost to DIS- TRICT or the directory publisher, for so long as the program exists yearly, provide not less than thirteen (13) bins and as many more as may be needed frcan time to time to be placed at locations selected by DISTRICT fQr the collection of said directories. CONTRACTOR further agrees to service said bins as they fill and to periodically transport them to CR TRANSFER or to such other recycling center as may be designated by DISTRICT, all at no cost to DISTRICT. C. Christmas Trees - Annuall DISTRICT represents that it conducts an annual Christmas tree recycling program for residents within the DISTRICT. CONTRACTOR agrees that it will, for a period of thirteen (13) days, without cost to DISTRICT, so long as the program is in effect, make a daily pickup of trees placed at curbside and will transport the trees to a location within the DISTRICT selected by DISTRICT for recycling into mulch. CONTRACTOR will not be required to provide a grinder or chopper used to reduce trees to mulch. WE 9P SCHEDULE OF COLLECTIONS A. Initial Schedules Beginning with the date hereof, the existing routes, schedules and times for the collection of solid waste shall be maintained and continued by CONTRACTOR. B. Change of Schedules From time to time during the period of this contract, the Manager of DIS- TRICT 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 solid waste and, upon receipt of consent of Manager of DISTRICT, and upon one week's notice in advance to the occupants of all occupancies, may commence such new schedule. The Manager of DISTRICT shall have the right at all times during the term of this contract to require CONTRACTOR to maintain routes, schedules and times for collection of solid waste as required by said Manager. All notices required to be given pursuant to this contract shall be given by CONTRACTOR at his own expense. 10. HOURS OF COLLECTION The DISTRICT Manager shall have the right to authorize CONTRACTOR to collect solid waste at scheduled hours that said Manager finds will not constitute a nui- sance to the neighborhood. 11. HOURS Collection of solid waste shall not be made on Sunday. Collection of solid waste shall not be required on the following legal holidays: New Year's Day, -10- Memorial Day, Fourth of July, Labor Day, Thanksgiving Day and Christmas, except in cases of emergency or as otherwise required by DISTRICT. Whenever a regular col- lection falls on such a holiday, the collection shall be made on the following working day, and collections throughout the DISTRICT shall become current within one week thereafter. 12. DISRUPTION OF SCHEDULE A. Holiday pickups which are not set forth in Paragraph 11 may be omitted entirely provided, however, that the DISTRICT Manager may require CONTRACTOR to pick up said holidays schedules, 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 11 must be picked up unless DISTRICT Manager authorizes otherwise. B. In the event of a disruption of service in any area due to weather, an act of God, failure of equipment or otherwise, CONPRAC'IOR shall make such collec- tion 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 solid waste 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 solid waste collection or pickup. On the holiday mentioned, and in the event of a dis- ruption 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 -11- and benefits and CONTRACTOR shall be obligated to report the status of said negoti- ations from time to time in a frequency established by DISTRICT, which said fre- quency shall not be burdenscme 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 DISTRICT, to provide DISTRICT in writing with a plan of procedure to be implemented by CONTRACTOR to serve DISTRICT in the event of a disruption of service by labor dispute. 13. a• • a• i� CONTRACTOR shall provide adequate equipment for the collection of solid waste. Each vehicle used for the collection of solid waste shall have the name of the CON'T'RACTOR plainly visible on the outside of said vehicle for the purpose of identification. All equipment used for collection of solid waste shall be enclosed to ensure that solid waste is not spilled on streets and private properties. CONTRACTOR shall comply with all requirements of the Health Department and all equipment used for collection of solid waste shall be watertight and shall be covered with suit- able waterproof tarpaulins, metal covers or other satisfactory covers. No solid waste 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 solid waste, pursuant to this contract, shall be subject to inspection by the Manager of DISTRICT and any defects in such equipment found to exist shall be immediately corrected by CON- TRACTOR. -12- 14. 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 frcan the truck to the pavement or in any way broken, damaged or roughly handled. 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. 15. LIMITATIONS ON SOLID WASTE COLLECTION CONTRACTOR shall not be obligated to collect solid waste in the following cases: A. Where the solid waste is not placed in an adequate container. ( "Ade- quate container" shall be any container approved by the Board of DISTRICT 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 DISTRICT, if any, for the collection of solid waste and regulations as the same now exist, or may hereafter exist if changed by said DIS- TRICT, and the same are included in this contract as an integral part hereof. 16. 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 California and in form approved by Attorney for DISTRICT. 17. 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 -13- Five Million ($5,000,000.00) Dollars for the benefit of the third persons who may be injured or damaged as a result of any negligent operation of CONTRACTOR in the performance of his work under this contract, which said policy shall name DISTRICT as an additional insured thereunder. CON'T'RACTOR further agrees to keep on file with DISTRICT a certificate or certificates of insurance, duly executed by CONTRACTOR's insurance carrier or carriers, which shall serve as evidence of the continued existence of said insur- ance policies. DISTRICT shall not, nor shall any officer of 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 Board, officers and employees of any and all liability arising therefrom, including any attorney fees incurred in the defense of any such 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 20801, Public Contracts Code, and thus does not come within the require- ments of Section 20803, Public Contracts 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 fees incurred in the defense of any such action. 18. WORKERS' COMPENSATION: INSURANCE CONTRACTOR shall also maintain in full force and effect during the term of this contract a workers' compensation policy and such other forms of insurance as shall be required by law, and shall provide a certificate or certificates of insur- ance naming DISTRICT as an additional insured in each case. -14- 19. RULES, LAWS AND REGULATIONS CONTRACTOR shall abide by all the rules, laws and regulations of DISTRICT, the City of Costa Mesa, County of Orange, State of California and all other govern- mental agencies having jurisdiction. 20. CONTRACTOR hereby designates the Manager of DISTRICT as its agent for the purpose of receiving complaints and investigating and rectifying failures of ser- vice. DISTRICT shall have the right to charge CONTRACTOR for each service call, as hereinafter defined, made by Manager of said DISTRICT; provided however, that the maximm charge for service calls for any one month shall not exceed Five Hundred ($500.00) 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 DISTRICT Manager, or an employee of the DISTRICT, to rectify a failure of service on the part of CONTRACTOR in solid waste collection. CONTRACTOR shall employ a foreman, to be approved by DISTRICT, to be as- .signed to the DISTRICT operation, to oversee the work and to handle complaints arising frcin the operations pursuant to this contract. Said foreman shall be assigned full time to the DISTRICT and his entire expenses shall be paid by CON- TRACTOR. 21. nTlkm f47TDPly In the event that CONTRACTOR, for any reason, no longer hauls solid waste to any recycler or recycling center and must haul to a County landfill site and in the -15- 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 solid waste in the County facilities, CONTRACTOR shall have the right to request a meeting with the Board of DISTRICT for the purpose of negotiating with said Board to determine what share, if any, of said charge shall be paid by DISTRICT. The agreement to negoti- ate by DISTRICT is not to be regarded by CONTRACTOR as a commitment on the part of 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. 22. LICENSES AND PERMITS CONTRACTOR agrees to maintain during the life of this agreement all licenses and permits required by any governmental agency. CONTRACTOR further agrees to comply with such rules and regulations of the City of Costa Mesa adopted by ordi- nance or resolution relating to City's requirements under the California Integrated Waste Management Act of 1989 (Section 41070, et seq., Public Resources Code) and to Promptly rectify any default which may occur. 23. NONDISCRIMINATION EMPLOYMENT No regular employee of DISTRICT will be employed by CONTRACTOR while this agreement is in effect. In performing this agreement, CONTRACTOR will not engage in, nor permit its agent to engage in, discrimination in employment of persons because of their race, religion, color, national origin, ancestry, physical handi- cap, medical condition, marital status or sex, except as permitted pursuant to Section 12940 of the Government Code. Violation of this provision may result in the imposition of penalties referred to in Labor Code, Section 1735. -16- CONTRACTOR shall perform the services herein contemplated in compliance with the Federal and California laws concerning minimum hours and wages (Davis -Bacon Act, 40 U.S.C. 276a, et seq.,. and California Labor Code, Sections 1171, et seq.), Occupational Health and Safety (29 U.S.C. 651, et seq., and California Labor Code, Sections 6300, et seq.), Fair Employment Practices (29 U.S.C. 201, et seq., and California Government Code, Sections 12900, et seq.), Workers' C,cmpensation Insur- ance and Safety in Employment {Divisions 4 and 5 of the California Labor Code) and all amendments thereto, and all similar State or Federal laws to the extent that they are applicable; and CSR shall indemnify and hold harmless DISTRICT from and against all claims, demands, payments, suits, actions, proceedings and judg- ments of every nature and description, including attorney fees and costs, pre- sented, brought or recovered against DISTRICT for or on account of any liability under any of the above- mentioned laws which may be incurred by reason of any work performed by CONTRACTOR under this agreement. CSR is and shall be acting at all times as an independent contractor and not as an employee of DISTRICT. CONTRACTOR shall secure, at his expense, and be responsible for any and all payment of income tax, social security, State disa- bility insurance compensation, unEupioyment caupensation and other payroll deduc- tions for CONTRACTOR and its officers, agents and employees,' and all business licenses, if any, that are required in connection with the services to be performed hereunder. 24. DRUG -FREE WORKPLACE CONTRACTOR shall establish a Drug -Free Awareness Program to inform employees of the dangers of drug abuse in the workplace, the penalties that may be imposed upon employees for drug abuse violations occurring in the workplace, and the em- ployee assistance programs available to employees. Each employee engaged in the performance of a DISTRICT contract must be notified of this Drug -Free Awareness Program and must abide by its terms. Failure to establish a program, notify em- ployees or inform the DISTRICT of a drug - related workplace conviction will consti- tute a material breach of contract and cause for immediate termination of the contract by DISTRICT. 25. NON- ASSIGNABILITY CONTRACTOR shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of CONTRACTOR's interest in this agreement -17- without DISTRICT's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this agreement and cause for termination of the agreement. Regardless of DISTRICT's consent, no subletting or assignment shall release CONTRACTOR of CONTRACTOR's obligation to perform all other obligations to be performed by CONTRACTOR hereunder for the term of this agreement. 26. 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 CONTRACTOR 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 solid waste, including all costs incurred by DISTRICT in the negotiation of a new contract. In the event of a default as herein defined, DISTRICT shall have the author- ity to take whatever steps are necessary to ensure the collection of residential solid waste including, but not necessarily limited to, the employment of another contractor 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 stop- page or for any other reason, DISTRICT reserves the right to be reimbursed for its -18- expenses incurred in maintaining residential solid waste 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 make demands upon CONTRACTOR for said reimbursement prior to applying to CONTRAC- TOR's surety for this purpose. 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 con- tract. 27. CANCELLATION OF EXISTING AGREF Mr The agreements now in existence dated January 11, 1979, May 12, 1983, July 28, 1989, February 28, 1990 and August 15, 1991 are hereby cancelled effective as of the date of this agreement. Said cancellation shall not affect the rights of CONTRACTOR to any ca pensation 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 is outstanding as of the date hereof. 28. LIAISON DISTRICT and CONTRACTOR shall each designate an individual to act as liaison between DISTRICT and CONTRACTOR as the respective agents of each which are named as follows: DISTRICT aSf -'x•57 Fl ot,Ne. T. Aoe/c,� le— A04ft0,0D )6fLvy&Z Name Name 77 94,,- DR./ ✓� Address Address (7 TJ 7S y ��J / T Z'' `, �,/ � 4 ' yL 7 Phone/FAX Phone /FAX Said designated agents may designate alternates by notifying the other in writing of such designation. 29. 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 financial 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 CONTRACTOR through and including the last week of solid waste collection immediately preceding such termination date and DISTRICT shall not be obligated to make any payment to CONTRACTOR 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 may be granted a franchise under terms and conditions as determined by the Board of Direc- t tors of DISTRICT at the time the said franchise is granted. Any franchise granted shall comply with the California Integrated Waste Management Act of 1989 as amended (heretofore cited) and shall meet franchising requirements of the City of Costa Mesa. Said franchise shall, among other things, provide that CONTRACTOR shall be fully responsible for collection of fees fra m 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 adjustments in said charges to ensure reasonable profit to CONTRACTOR and to ensure a fair and equi- table charge to residences being served. -20- 30. T Vr_nr c In the event that litigation is brought by any party in connection with this agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including attorneys' fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions or provisions hereof, all as authorized by Section 1717, Civil Code. 31. This agreement constitutes the sole and exclusive agreement between the parties and cannot be amended, changed or otherwise modified except in writing signed by both CONTRACTOR and DISTRICT. IN WITNESS WHEREOF, we have placed our hands and seals, making this agree- ment effective on the day and year first written. DATED: �� �j i y 4 �/ COSTA MESA SANITARY DI ice• -� i� "/' DATED: 1 / y % y ATTEST: By: 4�&, M 4 ORANGE COUNTY -21-