HomeMy WebLinkAboutWaste Management of North County Inc; 2003-06-26; PWENG374PWENG374
AMENDMENT NO. 1 TO AGREEMENT FOR HOUSEHOLD
HAZARDOUS WASTE COLLECTION AND DISPOSAL
(WASTE MANAGEMENT OF CALIFORNIA, INC.
dba WASTE MANAGEMENT OF NORTH COUNTY)
This Amendment No. 1 is entered into and effective as of the •* ~" day of
J^t£w-&£-^x , 2009, amending the agreement dated June 26, 2003 (the
"Agreement'yby and between the City of Carlsbad, a municipal corporation, ("City"), and Waste
Management of California, Inc. dba Waste Management of North County, a California
corporation, ("Contractor") (collectively, the "Parties") for the purpose of reimbursing Contractor
for its costs incurred in the drop-off collection program for Carlsbad residents.
RECITALS
A. Parties have agreed to an amendment to the Agreement to amend the annual maximum
amount paid to Contractor by City for the collection and disposal of household hazardous waste;
and
B. The Parties desire to alter the Agreement's Billing and Payment, section 3; and
C. The Parties desire to alter the Agreement's Term and Termination, section 4; and
D. The Parties have negotiated and agreed to a supplemental scope of work to include an
annual maximum fee schedule and term and termination clause, which is attached to and
incorporated by this reference as Exhibit "A", Scope of Services and Fee.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, City and Contractor agree as follows:
1. In addition to those services contained in the Agreement, as may have been
amended from time to time, Contractor will provide those services described in Exhibit "A".
2. City will pay Contractor for all work associated with the Agreement and as
described in Exhibit "A" on a time and materials basis not-to-exceed seventy five thousand
dollars ($75,000) per year. Contractor's annual obligation will be limited to 1,050 vehicles.
Contractor will provide City, on a monthly basis, copies of invoices sufficiently detailed to include
hours performed, hourly rates, and related activities and costs for approval by City.
3. Contractor will complete all work described in Agreement and in Exhibit "A" for
exactly 5 years from the date of this amendment.
4. All other provisions of the Agreement, as may have been amended from time to
time, will remain in full force and effect.
5. All requisite insurance policies to be maintained by Contractor pursuant to the
Agreement, as may have been amended from time to time, will include coverage for this
Amendment.
City Attorney Approved Version #05.22.01
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6. The individuals executing this Amendment and the instruments referenced in it
on behalf of Contractor each represent and warrant that they have the legal power, right and
actual authority to bind Contractor to the terms and conditions of this Amendment.
CONTRACTOR
WASTE MANAGEMENT OF CALIFORNIA,
INC. dba WASTE MANAGEMENT OF
NORTH COUNTY, a California corporation
*By:
(sTgn here)
(print name/title)
IA r^<vr-> & QJ A*.
(e-mail address)
*By:
(sign here)
(print name/title)
(e-mail address)
CITY OF CARLSBAD, a municipal
corporation of the State of California
Cit/ Manager OF Mayor
ATTEST:
CORRAINEM.'WO
City Clerk
If required by City, proper notarial acknowledgment of execution by contractor must be
attached. If a Corporation. Agreement must be signed by one corporate officer from each of the
following two groups.
*Group A.
Chairman,
President, or
Vice-President
*Group B.
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant
secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
RONALD R. BALL, City Attorney
Deputy City Attorney
City Attorney Approved Version #05.22.01
ASSISTANT SECRETARY'S CERTIFICATE
WASTE MANAGEMENT OF CALIFORNIA, INC.
The undersigned, being the Assistant Secretary of Waste Management of
California, Inc., dba Waste Management of North County, a Delaware corporation ("the
Company"), do hereby certify that the following resolution was adopted by the Board of
Directors of the Company and that such resolution has not been amended, modified or
rescinded and is in full force and effect as of the date hereof:
RESOLVED, that Ken Ryan, (District Manager) or any officer of the
Company be and hereby are authorized, following compliance with
appropriate corporate policies and procedures, to execute by and on behalf
of the Company any and all agreements, instruments, documents or
papers, as they may deem appropriate or necessary, pertaining to, or
relating to Amendment No. 1 to the Household Hazardous Waste
Collection and Disposal Agreement with the City of Carlsbad, California,
and that any such action taken to date is hereby ratified and approved.
Dated: August /, 2009
Ro*bertE. Longo
Assistant Secretary
EXHIBIT "A"
SCOPE OF SERVICES AND FEE
City and Contractor agree to amend the Agreement as follows:
3. Contractor and City agree to amend the Agreement, Billing and Payment, section 3 as
stated below;
3.1 Contractor will bill the City, and City agrees to pay, $71.50 for each vehicle load
of acceptable household hazardous waste delivered to the Site by a resident of
the City and accepted by Contractor. Billing will be monthly. City shall pay
Contractor within forty-five days of receipt of bill. The billing from Contractor will
indicate, at a minimum, the number of acceptable vehicle loads received from
City residents on each day of operation, the price per vehicle load multiplied by
the number of cars received, and the quarterly invoice total. Invoices should be
sent to the address listed in the Agreement.
3.2 Contractor will manage program, billing and may bill the City up to a specific
annual budget of not more than seventy-five thousand dollars ($75,000.00) for
the drop-off program In any given fiscal year, beginning July 1st of every year.
4. Contractor and City agree to amend the Agreement, Term and Termination, section 4 as
stated below;
4.1 Either party may terminate this Agreement without cause or penalty upon thirty
(30) days prior written notice to the other party.
4.2 Either party may terminate this Agreement for cause upon written notice to the
other party, following prior written notice of a material breach and an opportunity
to cure often (10) days, from receipt of notice of material breach.
4.3 Contractor will continue to accept delivery of acceptable household hazardous
waste from City residents to the Site up to and including the termination date in
any written termination notice issued by either party. The City agrees to pay
Contractor in accordance with section 3, above, for all deliveries of Acceptable
HHW delivered to the Site and accepted by Contractor up to and including the
termination date of this Agreement
4.4 This agreement may be reviewed and amended as appropriate and will terminate
at close of business on June 30, 2014.
City Attorney Approved Version # 05.22.01
HOUSEHOLD HAZARDOUS WASTE
COLLECTION AND DISPOSAL AGREEMENT
(Waste Management of North County)
THIS AGREEMENT (the “Agreement”), is made and entered into this a(& day of
&~.JE ,2003 by and between Waste Management of California, Inc. dba Waste
Management of North County, Inc. (“WMNC”), and the City of Carlsbad, a municipal
corporation of the State of California (“City”), for the collection and disposal of Household
Hazardous Waste (“HHW”).
WHEREAS, WMNC operates a HHW collection site for residents of the City of
Oceanside, located at 2880 Industry Street, Oceanside, CA (the “Site”); and
WHEREAS, the City desires that its residents be allowed to use the Site; and
WHEREAS, the Site would provide residents of the City the ability to dispose of certain
HHW generated at and from private residential uses, including, for example, used oil, pesticides,
paint, car batteries, electronic equipment, etc.; and
WHEREAS, the State of California Health and Safety Code requires counties and cities
provide for the collection of HHW and conditionally exempt small quantity generator waste as a
community service to ensure proper handling and disposal of the material and to prevent the
potential contamination of solid waste landfills; and
WHEREAS, having a convenient location for proper handling, transportation, treatment
or disposal of certain HHW benefits all residents; and
WHEREAS, the Site complies with all federal, state and local laws and regulations
concerning the collection and disposal of HHW; and
WHEREAS, the Site is located within the City of Oceanside, and the City of Oceanside
has granted its permission for residents of the City to have access to and to use the Site; and
WHEREAS, the costs for HHW service to the residents of the City is to be hlly borne
by the City.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, WMNC and the City agree to the following:
1. WMNC’s Obligations.
1.1. WMNC agrees to operate the Site in accordance with applicable federal, state and local
laws and regulations.
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2.
1.2. Subject to the requirements of Sections 2 and 3, WMNC agrees to accept all deliveries
of those materials listed in Exhibit A (“Acceptable HHW’) from residents of the City.
1.3. WMNC will document and maintain records of City residents using the Site, and of
material accepted or rejected by WMNC. WMNC will send a copy of the California
Integrated Waste Management Board Form 303 to the City monthly.
1.4. Following acceptance of Acceptable HHW from City residents, WMNC will provide for
handling, transportation, treatment or disposal of Acceptable HHW in accordance with
applicable federal, state, and local laws and regulations.
Access to and Use of the Site. WMNC will provide access to the residents of the City to the
Site for the sole purpose of delivering Acceptable HHW for handling, transportation,
treatment and/or disposal, in accordance with the following terms and conditions:
2.1. The Site will be open every other Saturday from 9:00 a.m. to 1 :00 p.m. (excluding any
or every Saturday which falls within a holiday week). The following holidays are
recognized by WMNC: New Year’s Day, Memorial Day, Independence Day, Labor
Day, Thanksgiving Day, and Christmas Day. WMNC agrees to open the facility for a
third Saturday from 9:00 a.m. to 1:00 p.m. (excluding holiday weeks as described above)
should the facility reach capacity for two consecutive Saturdays of operation. Full
capacity is defined as 200 vehicles per day of operation. A fourth Saturday would be
added (excluding holiday weeks) in the event three Saturday’s in a month reach full
capacity for the site.
2.2. Use of, and access to, the Site will be by advance appointment only, made through
WMNC’s Customer Service Department. Appointments must be made during regular
business hours between 7:30 a.m. and 4:30 p.m., Monday through Friday, excluding
holidays.
2.3. City residents will be required to show proof of residency (i.e. Driver’s license or utility
bill) upon entering the Site and prior to WMNC’s acceptance of Acceptable HHW.
2.4. City residents may deliver, and WMNC will accept vehicle loads up to 15 gallons or 125
pounds of Acceptable HHW per vehicle entering the Site.
2.5. Deliveries of Acceptable HHW must be made exclusively at the Site. WMNC is not
obligated to provide transportation of any Acceptable HHW to the Site from other
locations.
2.6. The Site is available only to residents of the City for delivery of Acceptable HHW
generated at residential premises located in the City, and in connection with residential
uses, as described in Exhibit A, which is attached hereto and incorporated herein by this
reference. WMNC reserves the right to reject any Acceptable HHW it reasonably
believes was generated from locations other than residential premises located in the City,
including but not limited to any commercial premises or commercial operations taking
place at residential premises.
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2.7 WMNC reserves the right to reject any deliveries of materials other than Acceptable
HHW, any materials that cannot be accepted at the Site under its permits, approvals, or
applicable federal, state and local laws and regulations, or any deliveries that fail to meet
the requirements of this Section in its sole discretion.
3. Billing and Payment. WMNC will bill the City, and City agrees to pay, $71 SO for each
vehicle load of Acceptable HHW delivered to the Site by a resident of the City and accepted
by WMNC. Billing will be quarterly in March, June, September and December. City shall
pay WMNC within forty-five (45) days of receipt of bill. The billing from WMNC will
indicate, at a minimum, the number of acceptable vehicle loads received from City residents
on each day of operation, the price per vehicle load, the total price per day of operation equal
to the price per vehicle load multiplied by the number of cars received, and the quarterly
invoice total. Invoices should be sent to the address listed in Section 7, below.
4. Term and Termination.
a. This Agreement shall commence on the execution date of this Agreement, above,
and continue on a month-to-month basis until terminated as provided below.
Either party may terminate this Agreement without cause or penalty upon thirty
(30) days prior written notice to the other party.
b. Either party may terminate this Agreement for cause upon written notice to the
other party, following prior written notice of a material breach and an opportunity
to cure of ten (10) days, from receipt of notice of material breach.
c. WMNC will continue to accept delivery of Acceptable HHW from City residents
to the Site up to and including the termination date in any written termination
notice issued by either party. The City agrees to pay WMNC in accordance with
Section 3, above, for all deliveries of Acceptable HHW delivered to the Site and
accepted by WMNC up to and including the termination date of this Agreement.
5. Force Majeure. In the event that either party is prevented from performing its duties and
obligations pursuant to this Agreement by circumstances beyond its control, including,
without limitation, fires, floods, strike, labor dispute, acts of a governmental authority, or
Acts of God (hereinafter referred to as “Force Majeure”), then the affected party shall be
excused from performance hereunder during the period of such disability. The party
claiming Force Majeure shall promptly notify the other when it learns of the existence of a
Force Majeure condition and shall similarly notify the other within a period of two (2) days,
excluding weekends and holidays, when the Force Majeure condition has terminated.
6. Assignment and Subcontracting. This Agreement may not be assigned by either party
without the written consent of the other, which consent shall not be withheld unreasonably
nor required with respect to an assignment to an affiliate of WMNC. WMNC may from time
to time engage one or more subcontractors in the course of its performance of its obligations
under this Agreement without the consent of the City.
7. Notices. Any notice required or permitted by this Agreement shall be in writing and
sufficiently given if delivered in person, delivered via facsimile, or sent by certified or
registered mail, postage prepaid, to the notice address of the respective parties set forth in
8.
9.
this Agreement. Either party will notify the other of any change of noticing address within
ten (10) days of the change. The present addresses of the parties are:
If to City:
If to WMNC:
City of Carlsbad
Public Works Department
163 5 Faraday Avenue
Carlsbad, CA 92008
Attn: Solid Waste Administrator
Fax: (760) 602-8562
Waste Management of North County
2141 Oceanside Blvd.
Oceanside, CA 92054-4405
Attn: District Manager
Fax: (760) qsd - '-flfc
Indemnification. WMNC agrees to indemnify and hold the City, its officers, agents and
employees harmless from liability for injuries to any persons, or damage to any property,
directly or indirectly caused by WMNC's acceptance of Acceptable HHW, as defined in
Exhibit A, delivered to the Site by City residents.
Insurance. WMNC agrees to obtain, and maintain, in full force and effect all necessary
insurance coverage required by federal, state and local law for the operation of the Site
during the Term of this Agreement.
10. Governing Law. This Agreement shall be construed under and in accordance with the laws
of the State of California. The parties agree that the proper venue and jurisdiction for
resolution of any disputes between the parties arising out of this Agreement is San Diego,
California.
1 1. Headinm. The headings in this Agreement are intended for convenience and identification
only, are in no way intended to describe, interpret, define, or limit the scope, extent or intent
of this Agreement or any provision hereof, and shall be disregarded in the construction and
enforcement of this Agreement.
12. Severability. Every provision of this Agreement is intended to be severable. If any term or
provision is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not
affect the validity of the remainder hereof, and any such term or provision shall be modified
or deleted in such manner so as to make the agreement as modified legal and enforceable
under applicable law.
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13. Remedies Cumulative. The rights and remedies provided by this Agreement are cumulative
and the use of any one right or remedy by either party shall not preclude or waive its right to
use any or all other remedies. Said rights and remedies are given in addition to other rights
the parties may have by law, statute, ordinance or otherwise.
14. Waiver. A waiver of the breach of any term or condition herein shall not be deemed a waiver
of any succeeding breach of the same or other term or condition. No waiver shall be deemed
to have been given unless made in writing and provided to the other party in accordance with
Section 7, above.
15. Entire Agreement. This Agreement, and the exhibit(s) attached hereto, constitute the entire
agreement and understanding of the parties with respect to the subject matter hereof, and
supersede all prior and contemporaneous agreements and understandings, oral or written,
relative to said subject matter. No amendment, modification or alteration of the terms hereof
shall be binding unless the same shall be in writing, dated subsequent to the date hereof, and
duly executed by the parties hereto.
IN WITNESS WHEREOF, City and Waste Management of North County have executed this
Agreement as of the day and year first above written.
CITY OF CARLSBAD, a municipal
Corporation of the State of California
WASTE MANAGEMENT OF
CALIFORNIA, INC.
dba: WASTE MANAGEMENT OF
NORTH COUNTY, INC.
District Manager W City Manager
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EXHIBIT A
List of Acceptable Household Hazardous Waste Materials
For purposes of this Agreement, Acceptable HHW means the following materials, to the
generated solely at residential premises located in the City, and solely in connection with
residential uses:
Hazardous Waste Disposal ACCEPTABLE ITEMS:
Aerosols
All purpose cleaners
Ammonia
Antifreeze .
Automobile cleaners
Barbecue lighter fluid
Batteries (ALL)
Brake fluid
Chlorine Bleach
Detergents
Disinfectants
Drain opener
Furniture polish
Gasoline
Glass cleaner
Herbicides
Insecticides
Mothballs
Motor oil
Oven cleaner
Paint
Paint thinner
Pesticides
Rubber cement
Rughpholstery cleaner
Scouring powder
Silver polish
Toilet bowl cleaner
Transmission fluid
Tub/tile cleaner
Turpentine varnish
Water sealant
Wood finish
Pool cleaner
*Residents may bring UP to 15 gallons or 125 pounds of waste per visit.
DO NOT bring explosives, radioactive, biomedical or business waste.
*Carlsbad and Oceanside only. Bring proof of Residency he. California driver’s license, water
bill, utility bill, etc.).
HOURS OF OPERATION
*Sat. 9:OOam-1 :OOpm.. .appointment required.
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ASSISTANT SECRETARY’S CERTIFICATE
WASTE MANAGEMENT OF CALIFORNIA, INC.
d/b/a Waste Management of North County
The undersigned, being the Assistant Secretary of Waste Management of
California, Inc., a California corporation (“the Company”), do hereby certify that the
following resolution was adopted by the Board of Directors of the Company and that
such resolution has not been amended, modified or rescinded and is in full force and
effect as of the date hereof:
RESOLVED, that John Lusignan (District Manager) or any officer of the
Company be and hereby are authorized, following compliance with
appropriate corporate policies and procedures, to execute by and on behalf
of the Company any and all agreements, instruments, documents or
papers, as they may deem appropriate or necessary, pertaining to, or
relating to the 2003 Household Hazardous Waste Collection and Disposal
Agreement between the Company and the City of Carlsbad, California,
and that any such action taken to date is hereby ratified and approved.
Dated: March Jz, 2003
Assistant Secretary