HomeMy WebLinkAbout1997-10-28; City Council; Resolution 97-6551
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RESOLUTION NO. 97-655
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CARLSBAD, CALIFORNIA APPROVING THE SOLID WASTE
SERVICES AGREEMENT AND AUTHORIZING ITS EXECUTION
WHEREAS, The City of Carlsbad is responsible to provide for the safe collec
transport, and disposal of solid waste, including designated recyclables, to ensure the si
health and general welfare of the community; and
WHEREAS, The City of Carlsbad may contract for said services; and
WHEREAS, The City of Carlsbad has contracted with Coast Waste Management fo
provision of said services within the City; and
WHEREAS, Coast Waste Management can continue to provide said services;
NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Carlsba
follows:
1. The above recitations are true and correct.
2. The Solid Waste Services Agreement between the City of Carlsbad and C
Waste Management attached hereto is hereby approved.
3. The Mayor is authorized to execute said Agreement on behalf of the City.
PASSED, APPROVED AND ADOPTED by the City Council of the City of Carlsbad i
regular meeting held on the 28th day of October , 1997, by the following vote, to v
AYES: Council Members Lewis, Finnila, Nygaard, Kulchin, and Hall
NOES: None
ABSENT: None
ATTEST:
(SEAL)
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SOLID WASTE SERVICES AGREEMENT
This Agreement is made and entered into this qlz. day of b , 1997, by and
between the City of Carlsbad, a municipal corporation, hereinaftkr referred to as “City” and
Coast Waste Management, Inc., hereinafter referred to as “Contractor“.
RECITALS
WHEREAS, the Legislature of the State of California, by enactment of the California
Integrated Waste Management Act of 1989, Division 30 of the California Public Resources
Code, commencing with Section 40000, declared that it is within the public interest to authorize
and require local agencies to make adequate provisions for solid waste handling within their
jurisdictions; and
WHEREAS, City has the authoFity .to enter into an exclusive franchise or contract for
such solid waste handling services through California Public Resources Code 40059 (a)(l); and
WHEREAS, City Council of the City of Carlsbad, having determined that Contractor, by
demonstrated experience, reputation and capacity, is qualified to provide for the collection of
solid waste and recyclables within the corporate limits of the City of Carlsbad and the
transportation of such solid waste and recyclables to solid waste facilities for processing,
disposal and/or recycling, desires that Contractor be engaged to perform such services on the
basis set forth in this Agreement.
WHEREAS, City and Contractor agree that this Agreement supersedes and rescinds the
Refuse and Recyclables Collection Services Contract dated August 9, 1991.
NOW, THEREFORE, in consideration of ‘these recitals and the mutual covenants
contained herein, City and Contractor agree as follows:
SECTION 1. DEFINITIONS
The definitions contained in Public Resources Code Section 40000 and Carlsbad
Municipal Code Section 6.08.010 shall apply to this Agreement, unless it is obvious from the
context that another meaning is intended. Unless otherwise specified, “Solid Waste” shall
include “Designated Recyclable Materials”.
SECTION 2. REPRESENTATIONS AND WARRANTIES OF THE CONTRACTOR
2.1 Corporate Status -. Contractor is a corporation duly organized, validly existing and in
good standing under the laws of the State of California. It is qualified to transact business in the
State of California and has the corporate power to own its properties and to carry on its
business as now owned and operated and as required by this Agreement.
2.2 Corporate Authorization - Contractor has the authority to enter into and perform its
obligations under this Agreement. The Board of Directors of Contractor (or the shareholders if
necessary) have taken all actions required by law, its articles of incorporation, its bylaws or
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othenvise to authorize the execution of this Agreement. The persons signing this Agreement on
behalf of Contractor have authority to do so.
2.3 Other Permits and Licenses - Contractor warrants that it has all applicable state,
regional, and federal permits and licenses to perform its services under this Agreement,
including, but not limited to, local land use approvals, County of San Diego collector permits,
and truck operating permits.
2.4 Covenants Aqainst Continsent Fees - Contractor warrants that their firm has not
employed or retained any company or person, other than a bona fide employee working for
Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to
pay any company or person, other than a bona fide employee, any fee, commission,
percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from,
, . the award or making of this agreement. For breach or violation of this warranty, City shall have
the right to annul this Agreement without liability, or, in its discretion, to deduct from the
agreement price or consideration, or otherwise recover, the full amount of such fee,
commission, percentage, brokerage fees, gift, or contingent fee.
SECTION 3. TERM
3.1 Term - The term of this Agreement shall commence upon execution and continue until
June 30, 1998 unless extended by the City pursuant to Section 3.3.
3.2 Conditions to Effectiveness of Aqreement - The obligation of City to permit this
Agreement to become effective and to perform its undertakings provided for in this Agreement
is subject to the satisfaction of each and all of the conditions set forth below, each of which may
be waived in whole or in part by City. , ~.
A. Accuracy of Representations. The representations and warranties made by
Contractor in Article 2 of this Agreement are true and correct on and as of the effective date.
B. Absence of Litigation. There is no litigation pending on the effective date in any
court challenging the award or execution of this Agreement or seeking to restrain or enjoin its
performance.
3.3 Ootion to Extend - This Agreement shall automatically extend by one year increments
subject to the right of either party to terminate the Agreement for any reason on each June 30
upon written notice by or before the January 1 preceding the termination.
SECTION 4. EXCLUSIVITY OF AGREEMENT
4.1 Exclusivitv - So long as this entire Agreement is in full force and effect, City shall not
enter into any agreement with any other agent for the purpose of performance of any of
Contractor’s obligations herein, unless City or Contractor has issued notice of termination.
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SECTION 5. WASTE COLLECTION SERVICES
5.1 General - The work to be done by Contractor pursuant to this Agreement shall include
the furnishing of all labor, supervision, equipment, materials, supplies, and all other items
necessary to perform the services required. Contractor shall perform its work in a thorough and
professional manner so that the residents and businesses within the City are provided reliable,
courteous and high quality solid waste and recyclables collection services at all times.
5.2 Contingency Plan - Contractor shall submit to City within ninety days of the execution of
this Agreement a written contingency plan demonstrating Contractor's arrangements to provide
vehicles and personnel and to maintain uninterrupted service during mechanical breakdowns,
and in case of natural disaster, strikes, or other emergency.
5.3 Residential Solid Waste Collection Services - Contractor shall collect and dispose of all
Solid Waste and Designated Recyclables generated at residential premises within the City and
placed for collection once per week. Solid Waste and Designated Recyclables shall be
collected on the same day. Contractor shall make special arrangements with customers for the
collection of excess material or Bulky Waste in accordance with the provisions established in
the Municipal Code.
5.4 Commercial/lndustrial Solid Waste Collection - Contractor shall collect and dispose of
all Solid Waste and Designated Recyclables generated at commercial, agricultural, and
industrial premises within the City and placed for collection not less than once per week.
Contractor shall make special arrangements for the provision of any additional services to
commercial, agricultural and industrial customers.
5.5 Collection of Citv Solid Waste - Contracto;shall collect and dispose of all Solid Waste
at City facilities as specified by the City Manager or designee at no cost to City.
5.6 Holidav - The following are designated as holidays for the purposes of this Agreement:
New Year's Day
Memorial Day
Independence Day
Labor Day
Thanksgiving Day
Christmas Day
Contractor shall notify all affected customers at least annually of the holiday schedule.
5.7 Additional Collection Services - Contractor shall provide the following additional
services:
A. Bulky Item Collection Events. Contractor shall collect and dispose of bulky
waste from residential customers (one item per customer) one day each quarter by
appointment, at no charge. Any adjustments to the number of events each year shall be
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negotiated between Contractor and City.
B. Telephone Book Recycling. Contractor shall cooperate with organizations as
directed by City for annual telephone book recycling campaigns. Contractor shall provide,
collect and recycle the contents thereof, temporary containers at locations and collection
intervals as determined by the City Manager or designee, at no charge.
C. Christmas Tree Recycling. Contractor shall cooperate with organizations as
directed by City for annual Christmas tree recycling campaigns. Contractor shall provide,
collect and recycle the contents thereof, temporary containers at locations and collection
intervals as determined by the City Manager or designee, at no charge.
D. Special Events. Contractor shall provide, collect and dispose the contents
thereof, temporary containers for City sponsored and conducted special events as determined
by the City Manager or designee, at no charge.
5.8 Transportation/DisDosal of Solid Waste - Contractor shall transport and deliver all Solid
Waste collected pursuant to this Agreement to a permitted Solid Waste Facility (i.e. subject to
the approval of City). Contractor shall maintain accurate records of the quantities of solid waste
delivered to any and all approved disposal sites, and make available these records to City upon
request.
5.9 Citv’s Riqht to Select Solid Waste DisDosal Facility - Except as follows below,
Contractor is responsible for the disposal of Solid Waste collected pursuant to this Agreement.
However, City reserves its right to select disposal facilities to which the Solid Waste collected
pursuant to this Agreement is to be taken for disposal or processing. In the event City wishes
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to direct the Solid Waste to a particular facility (Selected Facility), it shall notify Contractor in
writing. Within twenty days of its receipt of notice from City, Contractor shall complete a review
of the Selected Facility. Promptly upon completion of its review, Contractor shall advise City in
writing of its findings, including but not limited to (i) a discussion regarding the environmental
integrity of the Selected Facility (based upon its design, construction, operation, and the
financial stability of the owner/operator) and (ii) any impacts on the cost of providing service.
City shall consider Contractor’s findings and determine the Selected Facility. Failure of
Contractor to submit written findings shall not invalidate City’s determination. Thereafter, the
rates to be paid Contractor pursuant to Section 8 herein shall be adjusted to reflect the
increased or decreased cost of using the selected facility. In addition, in the event the
environmental integrity of the Selected Facility is less adequate than that of the facility currently
being used by Contractor, Section 9.1.6 shall not be applicable to Solid Waste disposed at the
Selected Facility.
5.10 Hazardous Waste
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A. General. If Contractor determines that waste placed in any container for
collection or delivered to any facility of the Contractor is hazardous waste, infectious waste, or
other waste which may not legally be disposed of at the approved disposal site, or presents a
hazard to Contractor's employees, Contractor shall have the right to refuse to accept such
waste. In such event, the generator will be contacted by Contractor and requested to arrange
proper disposal. If the generator cannot be reached immediately, Contractor shall, prior to
leaving the premises, leave a bilingual (Spanish/English) tag at least 3" x 5" which lists the
phone number for the appropriate regulatory agency, indicating the reason for refusing to
collect the waste. If the waste could possibly result in imminent danger to people or property,
Contractor shall notify emergency personnel using the 911 emergency number as soon as
possible.
,. B. Contingency. If the hazardous waste is delivered to the approved solid waste
facility before its presence is detected and the generator cannot be identified or fails to remove
the hazardous waste after being requested to do so, Contractor shall arrange for its proper
disposal pursuant to Municipal Code chapters 6.02, 6.03 or otherwise. Contractor shall make a
good faith effort to recover the cost of disposal from the generator, and the cost of this effort, as
well as the cost of disposal shall be chargeable to the generator. Contractor shall be entitled to
include the costs incurred, but not recovered, under this Section as an operating expense for
purposes of rate review.
5.1 1 Marketinq of Recvclable Materials - Contractor shall market the recyclable materials
collected in accordance with this Agreement, securing the best available prices for the
materials. Revenues from the sale of Designated Recyclable Materials shall be included as an
offset to operating expenses for purposes of rate review.
5.12 Collection Standards
A. Hours of Collection. Contractor shall make collections between 7:OO am and
sunset. The City Manager or designee may grant exceptions for commercial and/or industrial
areas.
B. Care of Private Property. Contractor shall exercise due care when handling solid
waste containers. Containers shall be returned to the collection point upright with lids in the
proper place. City shall refer complaints about damage to private property to Contractor.
Contractor shall repair all damage to private property caused by its employees or equipment.
C. Noise. Solid waste collection operations shall be conducted as quietly as
possible and shall conform to applicable federal, state, county and City noise level regulations.
D. Litter. Contractor shall exercise due care to prevent solid waste from being
spilled or scattered during the collection or transportation process. If any solid waste is spilled
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during collection or transportation, Contractor shall promptly clean up any spilled materials.
Each collection vehicle shall carry a broom and shovel at all times. Contractor shall cover all
open loaded debris boxes during transport.
5.13 Vehicles
A. General. Contractor shall provide a fleet of collection vehicles sufficient in
number and capacity to efficiently perform the work required by the Agreement in strict
accordance with its terms. Contractor shall have available on collection days sufficient back-up
vehicles for each type of collection vehicle used (i.e. front loader, side loader and roll off) to
respond to complaints and emergencies. Contractor shall furnish City with a written list of all
vehicles, and shall update the list annually. The inventory shall list all vehicles by manufacturer,
model year, ID number, date of acquisition, type, and capacity.
B. Specifications. All vehicles used by Contractor in providing solid waste collection r
services shall comply with all federal, state, and local requirements for such vehicles as they
now exist or may be amended to read in the future, and be registered with the California
Department of Motor Vehicles. All such vehicles shall have watertight bodies designed to
prevent leakage, spillage or overflow. Any leaking vehicles shall be taken out of service and
repaired promptly.
C. Vehicle Identification. Contractor's name, local telephone number, and a unique
vehicle identification number designed by Contractor for each vehicle shall be prominently
displayed on all service vehicles, in letters and numbers no less than 2% inches high.
D. Cleaning and Maintenance. Contractor shall maintain all of its equipment used
in providing service under this Agreement in a safe, neat, clean and operable condition at all
times. Contractor shall inspect each vehicle daily to ensure that all equipment is operating
properly. Vehicles which are not operating properly shall be taken out of service and repaired
promptly. Further, Contractor shall perform all scheduled maintenance functions in accordance
with the manufacturer's specifications and schedule. Contractor shall maintain accurate
records of all vehicle maintenance and repair, which shall include the date/mileage and nature
of repair or maintenance, and shall make such records available to the City upon request.
E. Operation. Vehicles shall be operated in compliance with the California Vehicle
Code, and all applicable safety and local ordinances. Contractor shall not load vehicles in
excess of the manufacturer's recommendations or limitations imposed by state or local
restrictions.
5.14 Solid Waste and Recvclable Containers
A. Residential. Solid waste containers for single-family residential customers shall
be provided by the customer and in accordance with the standards established in Carlsbad
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Municipal Code. Recyclable containers shall be provided by Contractor under the approval of
the City Manager or designee. Contractor shall repair or replace all containers damaged by
collection operations.
8. . Non-residential. Contractor shall provide bins and debris boxes for storage of
solid waste and recyclables which shall be designed and constructed to be watertight and
prevent the leakage of liquids to the most practical extent possible. Contractor shall maintain all
containers in a functional condition and so as to present a clean appearance at all times.
Contractor shall repair or replace all containers damaged by collection operations.
C. City. Contractor shall provide City with all containers necessary for the collection
and disposal of City Solid Waste pursuant to Section 5.5, at no cost to City.
5.15 Personnel
A. General. Contractor shall furnish such personnel as may be necessary to
provide the services required by this Agreement in a safe and efficient manner.
B. ' Nondiscrimination Clause. Contractor shall comply with the state and federal
laws regarding nondiscrimination.
C. Immigration Reform and Control Act. Contractor shall be aware of the
requirements of the Immigration Reform and Control Act of 1986 and shall comply with those
requirements, including, but not limited to, verifying the eligibility for employment of all agents,
employees, subcontractors and consultants that are included in this agreement.
D. Driver Qualifications. All drivers shall be trained and qualified in the operation of
waste collection vehicles and must have in effect a valid license, of the appropriate class,
issued by the California Department of Motor Vehicfes.'
E. Safety Training. Contractor shall provide all required operational and safety
training for all of its employees who utilize or operate vehicles or equipment for collection of
solid waste or who are otherwise directly involved in such collection. Contractor shall train its
employees involved in solid waste collection to identify, and not collect hazardous waste or
infectious waste.
SECTION 6. OTHER SOLID WASTE COLLECTION RELATED SERVICES AND
STANDARDS
6.1 Billinq - City shall provide billing and collection services for solid waste services for
those residential customers who are billed for sewer and/or water services by City. Contractor
shall bill and collect from all other customers. City and Contractor shall use their best efforts to
obtain prompt and complete payment of all delinquent accounts by any remedy authorized by
law. Contractor shall print notices on bills or insert information in the bills at City's request.
With 30 days written notice, City may elect to have either City or Contractor bill all customers.
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6.2 Reportinu Reauirements
A. General. Contractor shall maintain records required to conduct its operations,
and to support City in the conduct of City business. Contractor shall maintain such accounting,
statistical and other records related to its performance under this Agreement as shall be
necessary to develop the financial statements and other reports required by this Agreement.
Also, Contractor agrees to conduct data collection, information and record keeping, and
reporting activities needed to comply with both current and future applicable laws and
regulations and to meet the reasonable and relevant reporting and solid waste program
management needs of City. To this extent, such requirements set out in this and other
Sections of this Agreement shall not be considered limiting or necessarily complete. This
Section is intended only to highlight the general nature of records and reports and is not meant
1 to-define exactly what the record and reports are to be and their content.
Adequate record security shall be maintained to preserve records from events that can
be reasonably anticipated such as fire, theft and earthquake. Electronically maintained
datalrecords shall be protected and backed up. Contractor agrees to make available on
demand to City and its representatives the records of any and all companies conducting
operations addressed in the Agreement, including related parties having financial transactions
with Contractor.
Records shall be maintained in forms and by methods that facilitate flexible use of data
contained in them to structure reports as needed. Contractor may propose report formats that
are responsive to the City's needs for each report. The format of each report shall be approved
by the City Manager or designee. All reports shall tie submitted to:
Administrative ServiceslProjects Manager
City of Carlsbad
405 Oak Avenue
Carlsbad, CA 92008
B. Financial. Financial records shall be maintained and cost and revenue
information segregated between: services provided inside the city limits and Contractor's other
operations; kind of service; and otherwise as needed to meet the requirements of this
Agreement and generally accepted accounting principles. Where the allocation of costs or
revenues to various categories is required, Contractor shall segregate such costs and
revenues. This information shall be audited and certified to by an independent certified public
accounting firm mutually approved by City and Contractor at the same time as the annual audit
required by the following paragraph.
Contractor shall submit annual financial statements consisting of a balance sheet,
related statement of operations, and such additional financial or statistical data as may be
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prescribed by City. All such statements and reports shall be submitted not later than four
months following the end of Contractor's annual accounting period. Annual financial statements
and reports submitted by Contractor shall be audited and certified to by an independent certified
public accounting firm mutually approved by City and Contractor. Contractor will bear the
expense of said audit, but audit fees are allowed as an operating expense for rate review
purposes.
C. Solid Waste. Contractor shall maintain records for services provided inside the
city limits, separately from those of Contractor's other operations, relating to;
Customer services and billing.
0 Weight of waste (in tons) disposed, especially as related to reducing and
diverting waste. Information shall be separated by source, i.e. residential,
commercial, and roll-off.
Routes.
Facilities, equipment and personnel used.
Facilities and equipment operations, maintenance and repair.
Processing and disposal of solid waste
Written complaints
Missed pickups
Contractor shall maintain records of waste disposal site of all solid waste collected
inside the city limits for all preceding Agreements, to the extent these records exist, and for the
duration of this Agreement and all extensions to this Agreement or Successor Agreements. In
the event Contractor discontinues providing solid waste handling services to City, Contractor
shall provide all records of waste disposal site of all waste collected within the city to City within
thirty days of discontinuing service. Records shall be in chronological and organized form and
readily and easily interpreted.
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Contractor shall submit monthly reports with the quantities of solid waste collected and
disposed by source, i.e. residential, commercial, and roll-off. Monthly reports shall be delivered
to City no later than the twenty-fifth day of the following month.
Contractor shall submit to City quarterly reports which include: the number and type of
complaints, average number of customers per month, and average gross receipts per month.
This information shall be provided for each source, i.e. residential, commercial, and roll-off.
Quarterly reports shall be delivered to City no later than the twenty-fifth day of the month
following the end of the quarter.
0. Recyclables and Yard Waste. Contractor shall maintain records for services
provided inside the city limits, separately from those of Contractor's other operations relating to:
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Records described in 6.2C above
Recycling and yard waste program participation, especially as related to
determining participation rates and implementing programs to increase
existing recycling and to expand recycling (names, addresses, contacts
made, etc.)
Weight of materials by recycling and yard waste programs.
Sales - kind of material, quantity sold (in tons), value per ton, and net sales.
Contractor shall submit to City monthly reports with the quantities of recyclables and
yard waste collected, by source, material type, price, and route day. Monthly reports shall be
submitted to City not later than the twenty-fifth day of the following month.
E. AB 939 Reports. To assist City in its planning to meet the requirements of AB
939 (the Integrated Waste Management Act of 1989), Contractor shall record on a daily basis
the quantities of solid waste and recyclables collected, by category of customer. Contractor
also agrees to cooperate with City on waste composition studies. Contractor shall make
available to City for examination the records maintained pursuant to this paragraph as may be
necessary to assist City in meeting its obligations under AB 939.
6.3 InsDection by Citv - The designated representatives of City shall have the right to
observe and review Contractor operations and enter premises for the purposes of such
observation and review at all reasonable hours with reasonable notice.
6.4 Public/Customer Service and Accessibility
A. Office Location. Contractor shall continue to maintain a business office in the
city, or other such location as approved by City.
6. Office Hours. Contractor's office shall be open and representatives available to
the public from 8:OO a.m. to 500 p.m. Monday through Friday. The office may be closed on
Saturdays, Sundays, and holidays specified in Section 5.6.
C. Telephone. Contractor shall maintain a telephone system sufficient to handle the
volume of calls typically experienced on the busiest days in operation at its office during
business hours. If City determines that a significant number of customers are unable to
reasonably reach Contractor's office by phone, or are subject to a waiting time "on hold" in
excess of two minutes, City may require Contractor to install additional telephone lines or hire
additional customer service representatives. Contractor shall train customer service
representatives to answer customer inquiries regarding solid waste and recyclables collection
services.
D. Customer Information. Contractor shall provide informational brochures which
describe each recyclables collection program. City may direct Contractor to develop additional
public information materials, which shall be submitted to City for approval prior to printing and
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distribution. Information materials shall be distributed to all new customers, and existing
customers upon request.
E. Customer Complaints. Contractor shall be responsible for the prompt and
courteous attention to, and prompt and reasonable resolution of, all customer complaints.
Contractor shall record in a separate log all complaints, noting the name and address of the
complainant, date and time of complaint, nature of complaint, and nature and date of resolution.
This record of complaints shall be retained by Contractor for the term of this Agreement. In
addition, Contractor shall compile a summary statistical table of the complaint log, satisfactory
to City, and submit the table to City each quarter. Contractor shall respond to all complaints
within 24 hours, weekends and holidays excluded.
6.5 Citv's Risht to Chanae Scope of Work - City may require new or additional services,
and Contractor shall comply, provided that if such changes result in increased costs, Contractor
shall have a right to apply for a rate review and adjustment. A Standard Amendment to
Agreement shall be prepared by City and approved by City according to the procedures
described in Carlsbad Municipal Code Section 3.28.172. Such amendment to Agreement shall
not render ineffective or invalidate unaffected portions of the Agreement.
Should City and Contractor be unable to agree to the terms of the requested change
within 60 days after City's request, City reserves the right to competitively bid said services.
6.6 Title to Solid Waste - Ownership and the right to possession of Solid Waste, including
Designated Recyclables, placed for collection shall transfer directly from the service recipient to
Contractor upon placement of materials into an approved Solid Waste or Recyclable
Receptacle. At no time shall City obtain any right'of ownership or possession of Solid Waste
placed for collection.
SECTION 7. FEES TO BE PAID TO CITY
7.1 Franchise Asreement Fee Amount - In consideration of the exclusive right, duty and
privilege to collect, remove, and dispose all Solid Waste (including Designated Recyclable
Materials) generated within the City provided for in Article 4 of this Agreement, Contractor shall
pay City 5%% of the gross receipts derived from the services provided in this Agreement, for
the term of this Agreement. Upon each annual extension (July I), if any, the franchise fee shall
increase %Yo, to a maximum of 7%%.
7.2 Time and Method of Franchise Fee Pavment - Franchise fees shall be computed on
the basis of cash received each quarter for services rendered in accordance with this
Agreement. Contractor shall prepare and mail remittance each quarter not later than 20
calendar days after the end of each quarter. Franchise fee payments remitted later than the
twentieth day after the end of the quarter shall be subject to a late penalty fee of 1% of the
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entire amount due, per week, or prorated portion thereof. The remittance will be accompanied
by a report setting forth the basis, and calculations used for computing the amount due. The
gross receipts number used to calculate the fee paid shall be the same number as contained in
the general‘books of the Contractor.
7.3 AB 939 Fee - In addition to the Franchise Fee, Contractor shall pay to City an AB 939
fee as established by resolution of the City Council, at the same time and in the same manner
as the Franchise Fee.
SECTION 8. SERVICE RATES AND REVIEW
8.1 Service Rates: General - City shall establish by resolution solid waste services rates for
all categories of service and types of containers. Contractor agrees that City’s payment of
receipts from City-billed customers, and Contractor’s retention of receipts from Contractor-billed
customers, pursuant to Section 6.1, constitutes full and complete compensation for the services
rendered pursuant to this Agreement.
8.2 Extraordinarv Cost Increases - Periodically during the course of this Agreement,
unforeseen circumstances beyond Contractor’s control may arise which increase Contractor’s
costs. Should this occur, Contractor shall submit to City a written request for rate increases, as
appropriate. City shall respond to this request within ten days. If City and Contractor mutually
agree on the increase, a resolution shall be prepared and submitted to City Council for
consideration. Should City and Contractor be unable to agree to the terms of this adjustment
within 30 days after Contractor’s request, Contractor may terminate this Agreement upon 180
days written notice.
8.3 HardshiD - City reserves the power, by appropriate ordinance or resolution, together
with administrative regulation, to provide for the waiver or reduction of Solid Waste Services
fees to certain customers in hardship situations. City shall have sole authority to determine the
circumstances which constitute hardship.
SECTION 9. INDEMNITY. INSURANCE. BOND
9.1 Indemnification
A. General. Contractor shall indemnify and hold harmless City, its officers,
employees, agents and volunteers from and against any and all claims, damages, losses and
expenses including attorney fees arising out of the performance of the work described herein
caused in whole or in part by any willful misconduct or negligent act or omission of Contractor,
any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose
acts any of them may be liable, except where caused by the active negligence, sole negligence,
or willful misconduct of the City of Carlsbad.
Contractor shall at its own expense, upon written request by City, defend any such suit
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or action brought against City, its officers, employees, agents and volunteers. Contractor’s
indemnification of City shall not be limited by any prior or subsequent declaration by Contractor.
6. Hazardous Materials Indemnification. Contractor shall indemnify, defend with
counsel to- be agreed upon by both parties, protect and hold harmless City, its officers,
employees, agents and volunteers from and against any and all claims, damages (including but
not limited to special and consequential damages), natural resources damages, punitive
damages, injuries, response, remediation and removal costs, losses, demands, debts, liens,
liabilities, causes of action, suits, legal or administrative proceedings, interest, fines, charges,
penalties and expenses (including but not limited to attorneys and expert witness fees and
costs incurred in connection with defending against any of the foregoing or in enforcing this
indemnity) of any kind whatsoever paid, incurred or suffered by, or asserted against, City or its
officers, officials, employees, agents and volunteers arising from or attributable to any repair,
cleanup or detoxification, or preparation and implementation of any removal, remedial
response, closure or other plan (regardless of whether undertaken due to government action)
concerning any hazardous substance or hazardous wastes at any Solid Waste Facility where
solid waste is or has been transported, transferred, processed, stored, disposed of or has
otherwise come to be located by Contractor or its activities pursuant to this Agreement resulting
in a release of any hazardous substance into the environment. The foregoing indemnity is
intended to operate as an agreement pursuant to §107(e) of the Comprehensive Environmental
Response, Compensation and Liability Act, “CERCLA’, also known as “Superfund”, 42 U.S.C.
§9607(e), and California Health and Safety Code S25364, to defend, protect, hold harmless and
indemnify City from all forms of liability under CERCLA, other statutes or common law for any
and all matters addressed in this provision. This provision shall survive the expiration of the
term of this Agreement.
C. Repairs to Public Property. Contractor shall pay to City, on demand, the cost of
all repairs to public property made necessary by any operations of Contractor under this
Agreement.
9.2 Insurance
A. General. Contractor shall obtain and maintain for the duration of the Agreement
and any and all amendments insurance against claims for injuries to persons or damage to
property which may arise out of or in connection with performance of the work hereunder by
Contractor, its agents, representatives, employees or subcontractors. Said insurance shall be
obtained from an insurance carrier admitted and authorized to do business in the State of
California. The insurance carrier is required to have a current Best‘s Key Rating of not less
than “A-:VI and shall meet City’s policy for insurance as stated in Resolution No. 91-403.
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B. Coverages and Limits. Contractor shall maintain the types of coverages and
minimum limits indicated herein, unless a lower amount is approved by the City Attorney or City
Manager:
. 1. Comprehensive General Liability Insurance: $1,000,000 combined
single-limit per occurrence for bodily injury, personal injury and property damage. If the
submitted policies contain aggregate limits, general aggregate limits shall apply separately to
the work under this contract or the general aggregate shall be twice the required per occurrence
limit.
2. Automobile Liability: $1,000,000 combined single-limit per accident for
bodily injury and property damage.
3. Workers' Compensation and Employer's Liability. Workers'
Compensation limits as required by the Labor Code of the State of California and Employer's
Liability limits of $1,000,000 per accident for bodily injury.
C. Deductibles and Self-Insured Retentions. Any deductibles or self-insured
retention must be declared to and approved by City. At the option of City, the insurer shall
either reduce or eliminate such deductibles or self-insured retention as respects City, its
officers, officials, employees, agents, or volunteers; or Contractor shall procure a letter of credit
or bond guaranteeing payment of losses and related investigations, claim administration and
defense expenses.
D. Additional Provisions. Contractor shall ensure that the policies of insurance
required under this agreement contain, or are endorsed to contain, the following provisions.
1. City shall be named as an additional insured on all policies excluding
Workers' Compensation.
2. Contractor shall furnish certificates of insurance to City before
commencement of work.
3. Contractor shall obtain occurrence coverage.
4. This insurance shall be in force during the life of this Agreement and any
extension thereof and shall not be canceled without 30 days prior written notice to City sent by
certified mail.
5. If Contractor fails to maintain any of the insurance coverages required
herein, then City will have the option to declare Contractor in breach, or may purchase
replacement insurance or pay the premiums that are due on existing policies in order that the
required coverages may be maintained. Contractor is responsible for any payments made by
City to obtain or maintain such insurance and City may collect the same from Contractor or
deduct the amount paid from any sums due Contractor under this Agreement.
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9.3 Faithful Performance Bond - Contractor shall file with City a bond, payable to City,
securing Contractor's faithful performance of its obligations under this Agreement. The
principal sum of the bond shall be $1,000,000. The bond shall be executed as surety by a
corporation-authorized to issue surety bonds in the State of California, with a financial condition
and record of service satisfactory to City. If Contractor fails to obtain such bond, City may
obtain such bond at Contractor's expense, and such expense shall not be allowed as an
expense for rate purposes.
SECTION IO. CITY'S RIGHT TO PERFORM SERVICE
10.1 General - In addition to any and all other legal or equitable remedies, in the event that
Contractor, for any reason whatsoever, fails, refuses or is unable to perform any of the services
required by this Agreement in the time and manner provided for in this Agreement, for a period
of more than 72 hours, and as a result thereof, solid waste, recyclables, or yard waste should
accumulate in the city to such an extent, in such a manner, or for such a time that the City
Manager should find that such accumulation endangers or menaces the public health, safety or
welfare, then the City Manager shall have the right, but not the obligation, without payment to
Contractor upon 24 hours written notice to Contractor during the period of such emergency as
determined by the City Manager, (1) to cause to be performed, such service itself with its own
or other personnel without liability to Contractor; and/or (2) to take possession of any or all of
Contractor's land, or leasehold interests therein, equipment and other property used or useful in
the collection and transportation of solid waste, recyclables and yard waste and to use such
property to collect and transport any solid waste, recyclables and yard waste generated within
the city which Contractor would otherwise be obligited to collect and transport pursuant to this
Agreement. Notice of Contractor's failure, refusal or neglect to perform the services pursuant to
and in accordance with this Agreement may be given orally by telephone to Contractor at its
principal office and shall be effective immediately. Written confirmation of such oral notification
shall be sent to Contractor within 24 hours of the oral notification.
Contractor further agrees that in such event:
A. It will fully cooperate with 'City to effect the transfer of possession of its property
to City for City's use. City shall assume responsibility for the proper and normal use of such
equipment and facilities while in its possession.
B. It will, if City so requests, keep in good repair and condition all of such property,
provide all motor vehicles with fuel, oil and other service, and provide such other service as
may be necessary to maintain said property in operational condition.
C. City may immediately engage all or any personnel necessary or useful for the
collection and transportation of solid waste, recyclables, or yard waste, including, if City so
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desires, employees previously or then employed by Contractor for the purposes of fulfilling
Contractor's obligations under this Agreement. Contractor further agrees, if City so requests, to
furnish City the services of any or all management or office personnel employed by Contractor
for the purposes of fulfilling Contractor's obligations under this Agreement, and whose services
are necessary or useful in City's performance of services.
City's exercise of rights under this Article 10 (1) does not constitute a taking of private
property for which compensation must be paid; (2) will not create any liability on the part of City
to Contractor; and (3) does not exempt Contractor from the indemnity provisions of Article 9,
which are meant to extend to circumstances arising under this Article, provided that Contractor
is not required to indemnify City against claims and damages arising from the sole negligence
of City, its officers, employees, agents or volunteers acting under this Article.
10.2 Duration of Citv's Possession - City has no obligation to maintain possession of
Contractor's property and/or continue its use in collecting and transporting solid waste,
recyclables or yard waste for any period of time, and may, at any time, in its sole discretion,
relinquish possession to Contractor.
City's right to retain temporary possession of Contractor's property, and to provide solid
waste, recyclables or yard waste collection services, shall continue until Contractor can
demonstrate to City's reasonable satisfaction that it is ready, willing and able to resume such
service or until other suitable arrangements can be made for the provision of solid waste
services, which may include the award of an agreement to another waste hauling company.
SECTION I1 DEFAULT AND REMEDIES
11 .I Events of Default - Each of the following stiall constitute an event of default hereunder:
A. Failure to Perform. (1) Contractor fails to perform any of its obligations under
Article 5 of this Agreement, or future amendments to this Agreement, and the failure or refusal
to perform any obligations as required by this Agreement is not cured within 2 business days
after receiving notice from City specifying the breach; or (2) in the case of breach of any other
provision of this Agreement, the breach is not cured within 30 days after receiving written
notice from the City, provided that where such breach cannot be cured within 30 days,
Contractor shall not be in default of this Agreement if Contractor has commenced such action
required to cure the particular breach within 10 days after such notice, and continues such
performance diligently until completed.
B. Misrepresentation. Contractor has made any representation or disclosure to City
in connection with or as an inducement to entering into this Agreement or any future
amendment to this Agreement which is false or misleading in any material respect as of the
time the representation or disclosure is made, whether or not such representation or disclosure
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appears as part of this Agreement.
C. Seizure or Attachment. There is a seizure or attachment (other than a
prejudgment attachment) of, or levy affecting possession on, the operating equipment and
facilities of *such proportion as to substantially impair Contractor's ability to perform under this
Agreement and which cannot be released, bonded, or otherwise lifted within 48 hours,
excluding weekends and holidays.
D. Financial Insolvency.' Contractor files a voluntary petition for debt relief under
any applicable bankruptcy, insolvency, debtor relief, or other similar law or hereafter in effect, or
consents to the appointment of or taking of possession by a receiver, liquidator, assignee (other
than as a part of a transfer of equipment no longer useful to Contractor or necessary for this
Agreement), trustee (other than as security for an obligation under a deed of trust), custodian,
sequestrator (or s.imilar official) for any part of Contractor's operating assets or any substantial
part of Contractor's property, or makes any general assignment for the benefit of Contractor's
creditors, or fails generally to pay Contractor's debts as they become due or shall take any
action in furtherance of any of the foregoing.
E. Court Decisions. Any court having jurisdiction enters a decree or order for relief
in respect of Contractor, in any involuntary case brought under any bankruptcy, insolvency,
debtor relief, or similar law now or hereafter in effect, or Contractor consents or fails to oppose
any such proceeding, or any such court shall enter a decree or order appointing a receiver,
liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Contractor or for any
part of Contractor's operating equipment or assets, or orders the winding up or liquidation of
affairs of Contractor. ..
F. Reasonable Assurance of Performance. Contractor fails to provide reasonable
assurances of performance as required under Section 11.6.
11.2 Riqht to Terminate Upon Default - Upon a default by Contractor, the City Council shall
have the right to terminate this Agreement without need for any hearing, suit, or legal action.
11.3 Possession of Propertv UDon Termination - In the event of termination for default, City
shall have the right, in accordance with the provisions of Article 10 hereof, to take possession of
and use in the provision of services enumerated under this Agreement any and all of
Contractor's property as City deems necessary.
11.4 Citv's Remedies Cumulative: Specific Performance - City's right to terminate this
Agreement under Section 11.2 and to take possession of Contractor's properties under Section
11.3 are not exclusive, and City's termination of the Agreement shall not constitute an election
of remedies. Instead, they shall be in addition to any and all other legal and equitable rights
and remedies which City may have.
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By virtue of the nature of this Agreement, the urgency of timely, continuous and high
quality service, the lead time required to effect alternative service, and the rights granted by
City to Contractor, the remedy of damages for a breach hereof by Contractor is inadequate and
City shall be entitled to injunctive relief and/or specific performance if it so desires.
11.5 Excuse from Performance - The parties shall be excused from performing their
respective obligations hereunder in the event they are prevented from so performing by reason
of floods, earthquakes, other "Acts of God", war, civil insurrection, riots, acts of any government
(including judicial action), and other similar catastrophic events which are beyond the control of
and not the fault of the party claiming excuse from performance hereunder. Labor unrest,
including but not limited to strike, work stoppage or slow-down, sick-out, picketing, or other
concerted job action conducted by Contractor's employees or directed at Contractor is not an
excuse from performance and Contractor shall be obligated to continue to provide service
notwithstanding the occurrence of any or all of such events; provided, that in the case of labor
unrest or job action directed at a third party over whom Contractor has no control, the inability
of Contractor to provide service due to the unwillingness or failure of the third party to provide
reasonable assurance of the safety of Contractor's employees while providing service or to
make reasonable accommodations with respect to container placement and point of delivery,
time of collection or other operating circumstances to minimize any confrontation with pickets or
the number of persons necessary to provide service shall, to that limited extent, excuse
performance and provided further that the foregoing excuse shall be conditioned on
Contractor's cooperation in providing service at different times and in different locations.
The party claiming excuse from performande shall, within two days after such party has
notice of such cause, give the other party notice of the facts constituting such cause and
asserting its claim to excuse under this Section. Notwithstanding, Contractor shall comply with
City's emergency preparedness plan in the event of a catastrophic event.
In the event that either party validly exercises its rights under this Section, the parties
hereby waive any claim against each other for any damages sustained thereby.
The partial or complete interruption or discontinuance of Contractor's service caused by
one or more of the events described in this Section shall not constitute a default by Contractor
under this Agreement. Notwithstanding the foregoing, however, (1) the existence of an excuse
from performance will not affect City's rights under Article 10, and (2) if Contractor is excused
from performing its obligation hereunder for any of the causes listed in this Section for a period
of 30 days or more, other than as the results of third party labor disputes where service cannot
be provided for reasons described earlier in this Section, City shall nevertheless have the right,
in its sole discretion, to terminate this Agreement with 10 days written notice.
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11.6 Riqht to Demand Assurances of Performance - If City believes in good faith that
Contractor's ability to perform under this Agreement has been placed in jeopardy by event of
default or any other reason, City may, at its option and in addition to all other remedies City
may have, demand from Contractor reasonable assurances of timely and proper performance
of this Agreement, in such form and substance as City believes in good faith is reasonably
necessary in the circumstances to evidence continued ability to perform under this Agreement.
If Contractor fails or refuses to provide satisfactory assurances of timely and proper
performance in the form and by the date required by City, such failure or refusal shall be an
event of default for purposes of this Agreement.
SECTION 12. GENERAL PROVISIONS
12.1 Status of the Contractor - Contractor shall perform the services provided for herein in
Contractor's own way as an independent contractor and in pursuit of Contractor's independent
calling, and not as an employee of City. Contractor shall be under control of City only as to the
result to be accomplished, but shall consult with City as necessary. The persons used by
Contractor to provide services under this Agreement shall not be considered employees of City
for any purposes whatsoever.
Contractor is an independent contractor of City. The payment made to Contractor
pursuant to this Agreement shall be the full and complete compensation to which Contractor is
entitled. Contractor shall be solely responsible for the acts and omissions of its officers,
employees, subcontractors and agents. City shall not make any federal or state tax
withholdings on behalf of Contractor or its employees or subcontractors. City shall not be
required to pay any workers' compensation insuran'ce or unemployment contributions on behalf
of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within 30
days for any tax, retirement contribution, social security, overtime payment, unemployment
payment or workers' compensation payment which City may be required to make on behalf of
Contractor or any employee or subcontractor of Contractor for work done under this Agreement
or such indemnification amount may be deducted by City from any balance owing to Contractor.
12.2 Comdiance with Law - In providing the services required under this Agreement,
Contractor shall at all times, at its sole cost, comply with all applicable laws, permits and
licenses of the United States, the State of California and the City and with all applicable
regulations promulgated by federal, state, regional or local administrative and regulatory
agencies, now in force and as they may be enacted, issued or amended during the term.
12.3 Governina Law - This Agreement shall be governed by, and construed and enforced in
accordance with the laws of the State of California.
12.4 Jurisdiction - Any lawsuits between the parties arising out of this Agreement shall be
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brought and concluded in the courts of the State of California, which shall have exclusive
jurisdiction over such lawsuits. With respect to venue, the parties agree that this Agreement is
made in and will be performed in San Diego County.
12.5 Assiunment - Contractor shall not assign its rights nor delegate or otherwise transfer its
obligations under this Agreement to any other persons without the prior written consent of City.
Any such assignment without the consent of City shall be void and the attempted assignment
shall constitute a material breach of this Agreement.
For purposes of this Section, "assignment" shall include, but not be limited to (1) a sale,
exchange or other transfer of substantially all of Contractor's assets to a third party; (2) a sale,
exchange or other transfer of 10% or more of the outstanding common stock of Contractor; (3)
any reorganization, consolidation, merger, recapitalization, stock issuance or re-issuance,
voting trust, pooling agreement, escrow arrangement, liquidation or other transaction to
Contractor or any of its shareholders is a party which results in a change of ownership or
control of 10% or more of the value or voting rights in the stock of Contractor; or (4) any
combination of the foregoing (whether or not in related or contemporaneous transactions) which
has the effect of any such transfer or change of ownership. For purposes of this Section, the
term "proposed assignee" shall refer to the proposed transferee(s) or other successor(s) in the
interest pursuant to the assignment.
12.6 Subcontractinq - Contractor shall not enter into any agreement with another person to
perform any of the obligations under this Agreement without the prior written consent of City. If
Contractor shall subcontract any of the work to be performed under this Agreement by
Contractor, Contractor shall be fully responsible to City for the acts and omissions of
Contractor's subcontractor and of the persons either directly or indirectly employed by the
subcontractor, as Contractor is for the acts and omissions of persons directly employed by
Contractor. Nothing contained in this contract shall create any contractual relationship between
any subcontractor of Contractor and City. Contractor shall bind every subcontractor and every
subcontractor of a subcontractor by the terms of this contract applicable to Contractor's work
unless specifically noted to the contrary in the subcontract in question approved in writing by
City.
12.7 Bindinq on Successors - The provisions of this Agreement shall inure to the benefit of
and be binding on the successors and permitted assigns of the parties.
12.8 Transition to Next Contractor - At the point of transition to a new contractor, Contractor
will cooperate with City and subsequent contractor(s) to assist in an orderly transition which will
include Contractor providing route lists and billing information. Contractor will not be obliged to
sell collection vehicles, bins and containers to next contractor, but Contractor may at its option
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enter into negotiations with the next contractor to sell collection vehicles, bins and containers.
12.9 Parties in Interest - Nothing in this Agreement, whether express or implied, is intended
to confer any rights on any persons other than the parties to it and their representatives,
successors'and permitted assigns.
12.1 0 Waiver - The waiver by either party of any breach or violation of any provision(s) of this
Agreement shall not be deemed to be a waiver of any breach or violation of any other provision.
The subsequent acceptance by either party of any monies which become due hereunder shall
not be deemed to be a waiver of any pre-existing or concurrent breach or violation by the other
party of any provision of this Agreement.
12.1 1 Contractor's lnvestiqation - Contractor has made an independent investigation
(satisfactory to it) of the conditions and circumstances surrounding this Agreement and the
work to be performed by it.
12.12 Notices - All notices, demands, requests, proposals, approvals, consents and other
communications which this Agreement requires, authorizes or contemplates, except as
otherwise specifically provided, shall be in writing and shall either be personally delivered to a
representative of the parties at the address below or be deposited in the United States mail,
first class postage prepaid, addressed as follows:
If to City: City Manager
City of Carlsbad
1200 Carlsbad Village Drive
Carlsbad, CA 92008
If to Contractor: President
Coast Waste Management
P.O. Box 947
Carlsbad, CA 92018-947
The addresses to which communications may be delivered may be changed from time to time
by written notice to other party.
12.13 Representatives of the Parties - The City Council hereby designates the City Manager
or designee as the City's representative and City Council delegee for all actions required of the
City Council pursuant to this Agreement except the setting of rates for all categories of services
and types of containers by resolution from time to time pursuant to Section 8.1.
Contractor shall, upon execution of this Agreement, designate in writing a responsible
officer who shall serve as the representative of Contractor in all matters related to the
Agreement and shall inform City in writing of such designation and of any limitations upon his or
her authority to bind Contractor. City may rely upon actions taken by such designated
representative as actions of Contractor unless they are outside the scope of the authority
delegated to him/her by Contractor as communicated to City.
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12.14. Claims and Lawsuits - Contractor agrees that any contract claim submitted to City must
be asserted as part of the contract process as set forth in this Agreement and not in anticipation
of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is
submitted to City, it may be considered fraud and Contractor may be subject to criminal
prosecution. Contractor acknowledges that California Government Code sections 12650 gt
~eq, the False Claims Act, provides for civil penalties where a person knowingly submits a
false claim to a public entity. These provisions include false claims made with deliberate
ignorance of the false information or in reckless disregard of the truth or falsity of information. If
City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its
litigation costs, including attorney’s fees. Contractor acknowledges that the filing of a false claim
may subject Contractor to an administrative debarment proceeding wherein Contractor may be
prevented to act as a contractor on any public improvement for a.period of up to five
years. Contractor acknowledges debarment b her jurisdiction is grounds for City to
disqualify Contractor from the selection process.
3.32.028 pertaining to false claims are incorporated herein by reference. @ Initial)
12.15. Prohibited Interest - No official of City who is authorized in such capacity on behalf of
City to negotiate, make, accept, or approve, or take part in negotiating, making, accepting, or
approving of this Agreement, shall become directly or indirectly interested personally in this
contract or in any part thereof. No officer or employee of City who is authorized in such
capacity and on behalf of City to exercise any executive, supervisory, or similar functions in
connection with the performance of this contract s’hall become directly or indirectly interested
personally in this Agreement or any part thereof.
12.16. Verbal Aqreement or Conversation - No verbal agreement or conversation with any
officer, agent, or employee of City, either before, during or after the execution of this
Agreement, shall affect or modify any of the terms or obligations herein contained nor entitle
Contractor to any additional payment whatsoever under the terms of this contract.
12.17 Conflict of Interest - City has determined, using the guidelines of the Political Reform
Act and the City’s conflict of interest code, that Contractor will not be required to file a conflict of
interest statement as a requirement of this Agreement. However, Contractor hereby
acknowledges that Contractor has the legal responsibility for complying with the Political
Reform Act and nothing in this Agreement releases Contractor from this responsibility.
12.18 Business License - Contractor shall obtain and maintain a City of Carlsbad Business
License for the duration of this Agreement.
12.19 Entire Aqreement - This Agreement, together with any other written document referred
The provisions of Carlsbad Municipal Code sections 3.32.025, 3.3 , 3.32.027 and
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to or contemplated herein, embody the entire agreement and understanding between the
parties relating to the subject matter hereof. Neither this Agreement nor any provision hereof
may be amended, modified, waived or discharged except by an instrument in writing executed
by the party against which enforcement of such amendment, waiver or discharge is sought.
12.20 Section Headinas - The section headings in this Agreement are for convenience and
reference only and are not intended to be used in the construction of this Agreement nor to alter
or affect any of its provisions.
12.21 References to Laws - All references in this Agreement to laws shall be understood to
include such laws as they may be subsequently amended or recodified, unless otherwise
specifically provided.
12.22 Interwetation - This Agreement shall be interpreted and construed reasonably and
neither for nor against ether party, regardless of the degree to which either party participated in
its drafting.
12.23 Severabilitv - If any nonmaterial provision of this Agreement is for any reason deemed
to be invalid and unenforceable, the invalidity or unenforceability of such provision shall not
affect any of the remaining provisions of this Agreement which shall be enforced as if such
invalid or unenforceable provision had not been contained herein.
12.24 Counterparts - This Agreement may be executed in counterparts each of which shall
be considered an original.
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Executed by Contractor this 17th day of or.Mpr , 1997.
CONTRACTOR: CITY 0 CARLSBAD, a mu ' I I corporation
in the, 4 te of &[ifor& r"9"
Coast Waste Management BY
ATTEST:
(sign here)
-&eJ lf, Ji*w UP a!ZL 4'
(print name/title) ALETHA L. RAU~ENK
City Clerk
By: q, rqsr !
(sign here) DATE I
(print namekitle)
(Proper notarial acknowledgment of execution by Contractor must be attached.)
(President or vice-president and secretary or assistant secretary must sign for corporations. If
only one officer signs, the corporation must attach a resolution certified by the secretary or
assistant secretary under corporate seal empowering that officer to bind the corporation.)
APPROVED AS TO FORM:
RONALD R. BALL City Attorney
4
BY puty City Attorney
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1 STATE OF CA }SS. COUNTY OF 2
On (e 1 (7 kl-7 , beJore me YvQibn, a* U
personal1 appeared Lf\ &4.c5)-f; - & .", L 4 dl.L , personally known to
me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose names (s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. r.
WITNESS my hand and official seal.
,7 Signature ,l,d~L~?,q<L?
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ASSISTANT SECRJ3TARY'S CERTIFICATE
COAST WASTE MANAGEMENT, INC.
I, Bryan J. Blankfield, Assistant Secretary of Coast Waste Management, Inc., a California
corporation (the "Corporation"), do hereby certify that the following resolution was adopted by
the Board of Directors of the Corporation 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 Robert B. Shaw, Vice President of the Corporation, or any
other officer of this Corporation, and each of them, are hereby authorized,
following compliance with appropriate corporate policies and procedures, to
execute, bind and spbmit on behalf of the Corporation an agreement (the
"Agreement") with the City of Carlsbad and to execute on behalf of the
Corporation any and all documents required to be submitted by the Corporation in
connection with the Agreement.
Dated: October 17, 1997
r I.
-* -0- USA WASTE
e
PACIFIC REGION . ,. e -.
e 21061 S. Western
Torrance, CA 905( (310) 222-8700
(31 0) 21 2-7092 Fi
October 17, 1997
D. Dwight Worden, Esq. HA FEDERAL EXPRESS
Worden, Williams, Richmond & Ellis
462 Stevens Avenue, Suite 102
Solana Beach, CA 92075
RE: Carlsbad/Coast Palomar Station Lease and Sublease
Dear Mr. Worden:
I am Regional Counsel for USA Waste Services, Inc., responsible for the
legal affairs of USA Waste in, among other places, San Diego County.
Ths letter is written to provide my opinion that Robert B. Shaw, as Vice
President of Coast Waste Management, Inc., a wholly-owned subsidiary of
USA Waste Services, Inc., has been duly appointed to that position by the
director of Coast Waste Management, Inc. Further, in accordance with the
Arkles of Incorporation and By-Laws of Coast Waste Management, Inc., a
wholly-owned subsidiary of USA Waste Services, Inc., Mr. Shaw is
authorized to execute binding agreements on behalf of Coast Waste
Management, hc.
Sincerely,
COAST WASTE MANAGEAENT, INC.
,
t&E&
E. William Hutton
Regional Counsel
EWH:md
BH-341.97