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89-123 International Disposal Corp. of California,(BFI) agreement for disposal of Municipal solid waste, Reso 8463
City Hall 10300 Torre Avenue Cupertino,CA 95014-3255 Telephone: (408)777-3223 FAX: (408)777-3366 Website:www.cupertino.org OFFICE OF THE CITY CLERK December 8, 2000 Cory Biggs Maze&Associates 1670 Riviera Avenue, Ste. 100 Walnut Creek, CA 94596 RE: BFI CONTRACT Dear Mr. Biggs: Enclosed is a copy of the BFI agreement and some related documents. The auditors requested a copy be sent to you. If there are any further questions, contact our office. Thank you. Sincerely, Marie Preston Administrative Clerk Enc.: • Agreement for disposal of municipal solid waste between the City of Cupertino and International disposal corp. of California—April 11, 1989 • Resolution 8463, "A resolution of the City Council of the City of Cupertino approving cost-of-living adjustment in service'rates charged by Los Altos Garbage Company for collection and disposal of refuse and establishing inverted rte structure"—July 29,,1991 • Interdepartmental note",Agreement for disposal of municipal solid waste International Disposal Corp. of California(BFI)" -Feb. 22, 1989 6 AGREEEMENT FOR DISPOSAL OF MUNICIPAL SOLID WASTE BETWEEN THE CITY OF CUPERTINO ._a.. '`iL^ AND INTERNATIONAL DISPOSAL CORP. OF CALIFORNIA i 9470-1 K � TABLE Ota CONTENTS SECTION PAGE RECITALS . . . . . . . • 1 1 • DEFI-NITIONS . . , . , , • 1 1 .1 Allocation Quantity 2 1 .2 Ash . . . • . 2 1 . 3 Biomedical Waste • 3 1.4 City • • • • 3 1.5 Clean up Campaign • 3 1.6 Contractor . . 0 • • . 4 1.7 Curbside Recycling Credit • • • 4 1.8 Curbside Recycling Program 4 1 . 9 Debris Box • . 4 1 .10 Designated Hauler 4 1 ,11 Disposal Facility . . • , , , , . . , • 4 1. 12 Hazardous Wmate . . . . • e • 5 1 . 13 Maintenance Waste . 6 1.14 Municipal Solid waste . 6 1 .15 Publicly Hauled Waste , 7 1 .16 Rate Adjustment Date . . • • • • 7 1 . 17 Recyclery . . . • 0 . • • 7 1. 18 Recycling . . • . . • 7 1 .19 Recycling Incentive Taxes . . . . 6 1 .20 Regulatory Changes . . • • . • • . 8 1 .21 Residential Waste . . . • . . • • . . . . 8 1 .22 Santa Clara County Municipalities , 8 1 .23 Taxes . . . . • • a • 8 1 .24 Tipping Fee . . . . . . 9 1. 26 Ton . . . . . . . . . . . . . . • 9 1 .26 Tranferee Municipality . • . • . • • • . • • 9 1 . 27 Waste-to-Energy Facility . . . . . . . . . . 9 2. CITY' S RESPONSIBILITIES . . . . . . . . 10 2.1 Delivery of Municipal Solid waste . 10 2.2 Waste-to-Energy Facility. . . . . . . . . . . 10 2. 3 Unauthorized Waste• . • • . • • • . 2.4 Debris Box Municipal Solid Waste. . . 11 3. CONTRACTOR' S RESPONSIBILITIES . . . . . . • . 11 3.1 Receipt of municipal Solid haste . . . . . 11 3.2 Operational Requirements , 12 3. 2.1 Hours . . • 12 3.2.2 Signs . . . . . . . . . . . . . . . 12 3. 2. 3 Site Access e . . • • . • • • . • 12 3.2.4 Scales, Cubic Yard Conversion . . , 13 3.2.5 Records . . . • • • • 13 9470-1 - i - 3.3 Designated Haulers . . . . . . . . . . . . . . 13 3.3.1 Acceptance of Waste . . . . . . . . . 13 3.3:2 City Designation . . . . . . . . . . . 14 3. 3.3 No Preference . . . . . . . . . . . 14 3.4 Curbside Recycling Programs . . . . . . . . . 14 3.4.1 Curbside Recycling Credit . . . . . . . 14 3.4.2 Contractor Curbside Recycling Program . . . . . . . . . . 15 3.5 Unauthorized Waste . . . . . . . . . . . 16 3.6 Compliance with Laws and Regulations . . . . 17 3.7 Permits, Licenses, Approvals . . . . . . . . 17 3.7.1 Contractor to Obtain . . . . . . . . . 17 3.7.2 Closure Plan . . . . . . . . . . . . . 18 3 .8 Inspection of Operations . . . . . . . . . . 18 3. 9 Labor Force . . . . . . . . . . . . . . . 18 3. 9. 1 Employment . . . . . . . . 18 3.9.2 Safety Provisions . . . . . . 19 3.10 Discrimination Prohibited . . . . . . . . . . 19 4,. TERM OF AGREEMENT . . . . . . . . . . . . . . . . . 19 4.1 Effective Date of Performance . . . . . . . . 19 4 .2 Termination . . . . . . . . . . . . . . . . . 19 5. COMPENSATION . . . . . . . . . . . . . . . . . . . 20 5.1 Tipping Fee . . . . . . . . . . . . . . . . . 20 . 5.2 Annual Adjustment of Tipping Fee . . . . . 20 5. 3 City Recycle/Transfer Station . . . . . . . . 22 5.4 Other Adjustments . . . . . . . . . . . . . 23 5.4. 1 . Regulatory Changes . . . . . . . . . . 23 5.4.2 Termination by City 24 5.4 .3 City' s Proportionate Share 25 5.4.4 Taxes . . . . . . . . . . . . . . . . 27 5.5 Payment . . . . . . . . . . . . . . . . . . . 27 5.5.1 Monthly Invoice and Report . . . . . . 27 5.5.2 Time of City' s Payment . . . 28 5.5.3 Payment for Publicly Hauled Waste. 28 5.6 Full Payment . . . . . . . . . . . . . . 29 9470-1 4 ~ 6. ASSIGNMENT AND USE OF ALLOCATION QUANTITY 29 7 . ASSURANCE OF PERFORMANCE. . . . . . . . . . . . . . 30 7 .1 Force Majeure . . . . . . . . . . . . . . . . 30 7.1 .1 Events Resulting in Force Majeure. . . 30 7.1 .2 Suspension of Obligations . . . . . . 30 7.1 .3 Alternative Disposal Arrangements. . . 31 7. 2 Performance Bond . . . . . . . . . . . . . . 32 7. 3 Insurance Requirements . . . . . . . . . . . 32 7.4 Hold Harmless and Indemnification . . . . . . 33 7 .4 .1 By Contractor . . . . . . . . . . . . 33 7.4.2 By City 34 7 .4. 3 Negligence Defined 34 7.4.4 Notice and Access . . . . . . . . . 35 7.4. 5 Insurance Coverage . . . . . . . . . 35 7.4.6 Survival . . . . . . . . . . . . . 36 7. 5 Suspension or Termination For Default . . 36 8. GENERAL PROVISIONS. . . . . . . . . . . . . . . . . 38 8.1 Independent Contractor. . . . . . . . . . . . 38 8. 2 City Warranty . . . . . . . . . . . . . . . . 39 8 . 3 Venue . . . . . . . . . . . . . . . . . . 39 8 .4 Savings Clause . . . . . . . . . . . . . . . 40 8. 5 Section Headings . . . . . . . . . . . . . . 40 8 .6 Amendment . . . . . . . . . . . . . . . . . . 40 8 .7 Assignability . . . . . . . . . . . . . . . . 40 8 .8 Notices . . . . . . . . . . . . . . . . . . 41 8.9 Waiver 41 8.10 Law to Govern 42 8 .11 Attorney' s Fees . . . . . . . . . . . . . . 42 8.12 Entirety . . . . . . . . . . . . . . . . . . 4.2 GUARANTEE . . . . . . . . . . . . . . . . . . . . . . . . . 44 EXHIBITS "A" Allocation Quantity "B" Unincorporated Geographic Area of Santa Clara County "C" . Equivalent Weight of Municipal Solid Waste "D" Report of Refuse Received at the Recyclery/Newby Island Landfill "E" Insurance Requirements 9470-1 y AGREEMENT FOR DISPOSAL OF MUNICIPAL SOLID WASTE THIS AGREEMENT is made and entered into this PR i l 198day of 1989, by and between the CITY OF CUPERTINO, CALIFORNIA, a California municipal corporation (herein "City" ) , and INTERNATIONAL DISPOSAL CORP. OF CALIFORNIA, a California corporation (herein "Contractor") , which is a wholly-owned subsidiary of Browning-Ferris Industries, Inc . , a Delaware corporation. R E C I T A L S: WHEREAS, City desires to contract for recycling and long- term disposal of Municipal Solid Waste (as defined herein) ; and WHEREAS, Contractor owns and operates the Newby Island sanitary landfill (the "Disposal Facility" ) and is in the process of establishing a recycling facility thereat; and WHEREAS, City and Contractor desire that the Disposal Facility be maintained as a fully permitted disposal site in order to receive Municipal Solid Waste from City for recycling and disposal in accordance with this Agreement . NOW THEREFORE, in consideration of the mutual promises, covenants and conditions contained in this Agreement, and for other good and valuable consideration, the parties to this Agreement hereby agree as follows. SECTION 1. Definitions. The following capitalized names and terms shall have the respec- tive meanings indicated: 9470-1 s , 1 .1 - Allocation Quantity "Allocation Quantity" means the maximum Tons of Municipal Solid Waste ( including Municipal Solid Waste collected in Debris Boxes) , calculated at the entrance to the Disposal Facility, which City shall be entitled to deliver or have delivered to the Disposal Facility for Recycling and/or disposal in accordance with this Agreement. City' s Allo- cation Quantity, including the portion thereof attributable to Municipal Solid Waste collected in Debris Boxes, is set forth in Exhibit "A" , attached hereto and made a part hereof; provided, however , City' s Allocation Quantity shall automatically be reduced by the unused portion of the Allocation Quantity attributable to Municipal Solid Waste collected in Debris Boxes at such time as City delivers or causes delivery of Debris Box Municipal Solid Waste to an alternative sanitary landfill pursuant to Section 2 .4. (For purposes hereof , the unused portion of the Allocation Quantity attributable to Municipal Solid Waste collected in Debris Boxes shall be the product of ( i ) the unused portion of the Allocation Quantity multiplied by ( ii ) a fraction, the numerator of which is the total amount of Municipal Solid Waste which has been collected in Debris. Boxes since November 21 , 1988, and the denominator of which is the total amount of Municipal Solid Waste (exclusive of Publicly Hauled Waste) which has been delivered to the Disposal Facility since November 21, 1988. ) City' s Allocation Quantity shall not include amounts of Publicly Hauled Waste delivered to the Disposal Facility. City' s Allocation Quantity shall include amounts of Municipal Solid Waste delivered to the Disposal Facility by or on behalf of a Transferee Municipality pursuant to Section 6. 1 .2 Ash "Ash" means the material remaining after incineration of Municipal Solid Waste, including bottom ash, fly ash and water. 9470-1 - 2 - 1 . 3 Biomedical Waste "Biomedical Waste" means waste which may be reasonably considered infectious, pathological or biohazardous, originating from hospitals, public -or private medical clinics, departments or research laboratories, pharmaceu- tical industries, blood banks, forensic medical depart- ments, mortuaries, veterinary facilities and other similar facilities and includes equipment , instruments, utensils, fomites, laboratory waste ( including pathological specimens and fomites attendant thereto) , surgical facilities, equipment , bedding and utensils ( including pathological specimens and disposal fomites attendant thereto) , sharps (hypodermic needles, syringes, etc . ) , dialysis unit waste, animal carcasses, offal and body parts, biological mate- rials, (vaccines, medicines, etc . ) and other similar materials, but does not include any such waste which is determined by evidence reasonably satisfactory to Contrac- tor to have been rendered non-infectious, non-pathological and non-biohazardous. 1 .4 City "City" means the City of Cupertino, California , a municipal corporation organized under the laws of the State of California, all of the geographic area lying within the municipal boundaries of the City and all of the geographic area lying within such unincorporated areas of Santa Clara County, California as are set forth and described in Exhibit "B" , attached hereto and made a part hereof . 1 . 5 Clean U2 Camoaign "Clean Up Campaign" means the annual , semi-annual or other similar periodic program conducted by City, its agents and/or a Designated Hauler the purpose of which is to provide residents of City a means of disposing of bulky wastes and/or similar materials which are not collected 9470-1 - 3 - through the regular Municipal Solid Waste collection service. 1 .6 Contractor "Contractor" means International Disposal Corp. of Califor- nia, its successors and assigns. 1 .7 Curbside Recycling Credit "Curbside Recycling Credit" has the meaning set forth in subsection 3 .4.1 . 1.8 Curbside Recycling Program "Curbside Recycling Program" means the collection of recyclable materials from Residential Waste in the same or similar manner as described in subsection 3 .4 .2 . 1 .9 Debris Box "Debris Box" means a roll-off waste container used to collect , without compaction, construction debris and similar materials. 1.10 Designated Hauler "Designated Hauler" means the waste haulers named by City pursuant to subsection 3. 3.2 to deliver Municipal Solid Waste to the Disposal Facility. 1.11 Disposal Facility "Disposal Facility" means the Newby Island sanitary land- fill, located at 1601 Dixon Landing Road, San Jose, CA 95131 . 9470-1 - 4 - � � e 1 .12 Hazardous Waste "Hazardous Waste" means any of the following: ( i ) all waste defined or characterized as hazardous waste by the federal Solid Waste Disposal Act (42 U. S .C. Section 3251 et seq. ) , as amended, including the Resource Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901 et seq. ) and all future amend- ments thereto, or regulations promulgated thereunder ; ( ii ) all waste defined or characterized as hazardous waste by the principal agencies of the State of California ( including without limitation the Department of Health Services and the California Waste Management Board) having jurisdiction over hazardous waste generated by facilities within such State , and pursuant to any applicable State or local law or ordinance, and all future amendments thereto, or regulations promulgated thereunder; ( iii ) radioactive wastes; ( iv) any sewage sludge or other residue from wastewater treatment facilities; (v) waste commonly known as cannery waste; (vi ) those substances or items which require special or extraordinary handling or disposal due to their hazardous, harmful , toxic or dangerous character or quality; and (vii ) those substances and items which are not normally expected to be disposed of by generally accepted sanitary landfill disposal methods. 9470-1 - 5 - r "Hazardous Waste" shall be construed to have the broader, more encompassing definition where a conflict exists in the definitions employed by two or more governmental agencies having concurrent or overlapping jurisdiction over hazar- dous waste. If any governmental agency or unit having appropriate jurisdiction shall hereafter determine that substances which are not , as of the date hereof , considered harmful, toxic , dangerous or hazardous, are harmful , toxic , dangerous or hazardous, then such substances shall be Hazardous Waste for the purposes of this Agreement as of the effective date of such determination. If any govern- mental agency or unit having appropriate jurisdiction shall hereafter determine that substances which are, as of the date hereof , considered harmful, toxic , dangerous or hazardous, are not harmful , toxic , dangerous or hazardous, . then such substances shall not be Hazardous Waste for purposes of this Agreement as of the effective date of such determination. 1 .13 Maintenance Waste "Maintenance Waste" means the following materials collected by City maintenance employees or private contractors hired to collect such materials instead of such employees: ( i ) debris from street and sewer repairs, ( ii ) debris from street sweepings, ( iii ) grass clippings , leaves and tree trimmings from maintenance of city parks, streets, median strips and City property, ( iv) rock and concrete, (v) asphalt pavement from streets and NO tree stumps. 1 .14 Municipal Solid Waste "Municipal Solid Waste" means all substances or materials that are generally discarded or rejected as being spent , useless, worthless or in excess to the owner-s at the time of rejection, including, without limitation, trash, gar- bage, refuse and rubbish, and which are generated by all 9470-1 - 6 - 1 1, residential , commercial , industrial , institutional , munici- pal , agricultural and other activities within the City; provided, however, Municipal Solid Waste does not include Hazardous Waste, Biomedical Waste and Ash. 1 .15 Publicly Hauled Waste "Publicly Hauled Waste" means Municipal Solid Waste gener- ated at residences or commercial establishments in the City and hauled directly to an ultimate disposal site, including the Disposal Facility, by the respective generators (or, in the case of residences, their family members) of such Waste. 1 . 16 Rate Adjustment Date "Rate Adjustment Date" has the meaning set forth in Section 5. 2 . 1.17 Recyclery "The Recyclery" means a facility for Recycling to be located adjacent to the Disposal Facility, which, when fully operational, is expected to reduce disposable items in selected loads of Municipal Solid Waste delivered to the Disposal Facility. 1.18 Recycling "Recycling" means the process of controlled manual and/or mechanical separation and removal of selected materials and items from any portion of a waste stream, such as, but not limited to, newspapers, cans, corrugated cardboard, metals, plastics and glass or the separate collecting of any such materials and items, for the purpose of reuse with or without reprocessing or remanufacturing into new products or for the purpose of composting. 9470-1 - 7 - 1 . 19 Recycling Incentive Taxes "Recycling Incentive Taxes" means those Taxes which are reducible, through a credit to Contractor or otherwise, based upon a reduction, due to Recycling, in the volume or weight of waste or material actually landfilled. 1 . 20 Regulatory Changes "Regulatory Changes" means changes in laws or regulations ( including enactment of new laws or regulations and permit changes) affecting the Disposal Facility or The Recyclery which occur on or after the date of this Agreement , and changes in the enforcement or interpretation of present or future laws or regulations ( including permits) affecting the Disposal Facility or The Recyclery which occur on or after the date of this Agreement . 1.21 Residential Waste "Residential Waste" means Municipal Solid Waste generated at residences which would be expected to contain cans, glass, metals and other materials suitable for Recycling. 1 .22 Santa Clara County Municipalities "Santa Clara County Municipalities" means any city or town within Santa Clara County, California and Santa Clara County itself , acting on behalf of the unincorporated portions of said County. 1.23 Taxes "Taxes" means all taxes or governmental fees now or hereaf- ter imposed with respect to operation of The Recyclery and/or the Disposal Facility; provided, however , "Taxes" shall include the per unit stated amount of each tax or fee 9470-1 - 8 - for all waste or material delivered to the Disposal Facili- ty even though Contractor is able, through processing at The Recyclery or its manner of operation at or the charac- teristics of the Disposal Facility, to reduce, through receipt of a credit orotherwise, the related aggregate tax or fee actually payable by Contractor. As of the date of this Agreement , "Taxes" are $4.04 per Ton, composed of the following: The current City of San Jose Business Tax of $3.00 per ton, the City of San Jose Enforcement Fee of $0.13 per ton, the County Solid Waste Planning Fee of $0.15 per ton , the County Health Enforcement Fee of $0.16 per ton , and the fee resulting from State AB 2448 , California Government Code Section 66749, et . seq. , known as the "Fastin Tax" (currently estimated to be $0 . 60 per ton but subject to retroactive adjustment based upon the actual tax) . 1. 24 Tipping Fee "Tipping Fee" means the amount , as set forth in Section 5, payable by City to Contractor for each Ton of Municipal Solid Waste delivered to the Disposal Facility pursyant to this Agreement . 1 . 25 Ton "Ton" means a short Ton of 2,000 pounds avoirdupois. 1 .26 Transferee Municipality "Transferee Municipality" means a Santa Clara County Municipality to which City has assigned part of City' s Allocation Quantity in accordance with Section 6. 1 .27 Waste-to-Energy Facility "Waste-to-Energy Facility" means a facility at which waste is burned to produce steam for heat or electricity. 9470-1 - 9 - SECTION 2. CITY' S RESPONSIBILITIES 2.1 Delivery—of Mun Qin Skid Waste Subject to the other provisions of this Agreement, during the term of . this Agreement , City shall deliver or cause delivery of all Municipal Solid Waste to the Disposal Facility, for Recycling and/or disposal in accordance with this Agreement; provided, however, City shall not be required to deliver or cause delivery of Municipal Solid Waste collected in Debris Boxes under Section 2.4 , Munici- pal Solid Waste collected pursuant to City' s Clean Up Campaign, Publicly Hauled Waste, Maintenance Waste , Municipal Solid Waste collected exclusively for Recycling (with no residual waste) or Municipal Solid Waste delivered to a Waste-to-Energy Facility under Section 2 .2 2. 2 Waste-to-Eneray Fagility City may divert Municipal Solid Waste from the Disposal Facility to a Waste-to-Energy Facility; provided, however , that all Municipal Solid Waste which is delivered to, but is for any reason not incinerated at the said Taste-to- Energy Facility, shall be delivered to the Disposal Facil- ity in accordance with Section 2.1 . Any diversion of Municipal Solid Waste to a Waste-to-Energy Facility will not change the Tipping Fee at the Disposal Facility for Municipal Solid Waste. City may deliver or cause delivery of all resulting Ash to the Dispos®1 facility if regula- tions and permits allow for disposal of such Ash and subject tp a mutually agreeable disposal rate. The price for Ash disposal will be negotiated at the time such a Waste-to-Energy Facility is in the planning phase. 9470-1 - 10 - 2.3, Un uth riz d waste City shall use reasonable business efforts to prevent delivery to the Disposal Facility by Designated Haulers of waste or material other than Municipal Solid Waste. Subject to Contractor' s agreement, as set forth in Section 3. 5, to attempt to reject or have a Designated Hauler remove such other waste or material, City shall pay all costs of handling, demurrage, reloading, transportation and/or disposal of such other waste or material. 2.4 Debris Box Muni,ci2;al_Jol d.Wsete City shall deliver or cause delivery of all Municipal Solid Taste collected in Debris boxes to the Disposal Facility, for Recycling and/or disposal in accordance with this Agreement ; provided, however, City shall not be required to deliver or cause delivery of Municipal Solid Waste col- lected in Debris Boxes from and after the date on which City commences to deliver or cause delivery of substantial- ly all such Debris Box Municipal Solid Taste to an alterna- tive sanitary landfill for disposal pursuant to a binding disposal agreement to be in effect thereafter for at least until the expiration of thirty (30) years from and after the date of commencement of performance of this Agreement . SECTION 3 . CONTRACTOR' S RESPONSIBILITIES 3 .1 Reclig�t of iP__JoliQ Waste Subject to the other provisions of this Agreement, during the term of this Agreement , Contractor shall receive all Municipal Solid Waste delivered to The Recyclery and the Disposal Facility for Recycling and/or disposal at The Recyclery and Disposal Facility in accordance with this Agreement. 9470-1 3.2 Operational Requirements. 3. 2 .1 Hours Contractor shall operate the Disposal Facility for the receipt of Municipal Solid Waste from the Designated Haulers from at least 6:00 a.m. to 5:00 p.m. Monday through Friday and from 8:00 a.m. to 4: 00 p.m. on Saturday, except that the Disposal Facility may be closed on Christmas Day, the fourth Thursday of November and New Year' s Day. 3. 2.2 Signs At Contractor' s sole expense, Contractor shall prominently post signs at the entrance to the Dis- posal Facility detailing the regulations which must be followed by vehicles entering the site, indicating the hours of operation, the types of waste or recy- clable materials accepted and a local telephone number to call for information or in case of emer- gency. 3 . 2 . 3 Site Access Contractor shall construct and maintain all roads running in and over the Disposal Facility as shall be reasonable under the circumstances, from the end of the public access road to the point designated for the disposal of materials. A smooth surface within the disposal area will be maintained properly to assist vehicles in their disposal operations. Con- tractor shall designate an area immediately adjacent to an all-weather road for disposal during periods of inclement weather. Contractor shall operate and maintain such inclement weather site and shall construct and maintain an access road to such site. Contractor shall not be responsible for any expense 9470-1 - 12 - or inconvenience incurred by Designated Haulers as a result of construction along the public access road. If delay occurs, Contractor and Designated Haulers shall attempt to arrange alternate scheduling. 3.2.4 Scales; Cubic Yard Conversion Contractor shall operate and maintain a scale or scales to weigh all Municipal Solid Waste delivered by Designated Haulers to the Disposal Facility. In the event that the scales are temporarily out of service to weigh Municipal Solid Waste delivered to the Disposal Facility, then, for the purposes of this Agreement , the Ton equivalent of cubic yards of waste, measured at the entrance of the Disposal Facility, shall be as set forth in Exhibit "C" , attached hereto and made a part hereof . 3. 2. 5 Records Contractor shall maintain daily records for each Designated Hauler necessary to compile the monthly report to be provided by Contractor pursuant to subsection 5.5.1. City or City' s designated repre- sentative shall have the right to inspect such records and the record keeping procedures at any time .during normal business hours provided that such representative does not interfere with work being performed by Contractor. 3.3 Designated Haulers 3. 3.1 Acceptance of Waste Contractor shall accept all Municipal Solid Waste, not to exceed the Allocation Quantity, from City' s Designated Haulers and shall charge City the Tipping Fee therefor. 9470-1 - 13 - 3. 3 .2 City Designation City shall designate those waste haulers responsible for delivery of Municipal Solid Waste to the Disposal Facility, provided that those so designated shall agree to observe all regulations at the Disposal Facility and to operate according to safe industry practices. 3. 3.3 No Preference Contractor shall give no preference or priority of treatment over Designated Haulers to any other persons bringing wastes to the Disposal Facility. Also, Contractor shall not give any preference or priority among Designated Haulers unless and until such preference or priority is requested by Contrac- tor or City and approved in writing by the other party to this Agreement . Said approval shall not be unreasonably withheld. 3.4 Curbside Recycling Programs 3.4 . 1 Curbside Recycling Credit City shall receive a credit against payments due Contractor under Section 5. 5 in the amount of eighty cents ($.80) (as adjusted under Section 5.2) per month for each (and only each) single family resi- dence in the City (the "Curbside Recycling Credit" ) ; provided, however: ( i ) City shall not receive the Curbside Recycling Credit from and after the later of : (a) such date as City' s Residential Waste can be processed through The Recyclery, 9470-1 - 14 - provided that Contractor , shall provide City with at least three ( 3) years prior written notice of such date and the Curbside Recycling Credit shall remain in effect during such three ( 3) year period, or (b) the expiration of five (5) years from and after the date of this Agreement; and ( ii ) Notwithstanding subparagraph ( i ) above, City shall not receive the Curbside Recycling Credit during such period as Contractor provides a Curbside Recycling Program in the City ( includ- ing processing of Residential Waste at The Recyclery in lieu thereof ) , as set forth in subsection 3.4.2. 3.4 .2 Contractor Curbside Recycling Program At City' s option, Contractor shall provide, at no additional cost to City, a Curbside Recycling Pro- gram, as described below; provided, however , Contrac- tor shall not be required to provide such Curbside Recycling Program unless City shall have exercised such option in writing to Contractor within thirty (30) days after the date of this Agreement and the Cities of Santa Clara and/or Cupertino shall have also properly exercised their respective options for Contractor to provide such Curbside Recycling Program for the same period; provided, further, the minimum ' term of such Curbside Recycling Program shall be the greater of seven (7) years or the remaining term of the hauling contract for Residential Waste between the City and its contractor hauler in effect on the date that such Curbside Recycling Program is to commence, except that Contractor may, at its option, 9470-1 - 15 - terminate such Curbside Recycling Program at any time and process Residential Waste at The Recyclery. The Curbside Recycling Program shall consist of the following and other mutually agreeable services and terms of performance: Contractor shall collect (at a minimum) glass, cans, PET bottles and newspapers once each week at curbside from all single family resi- dences in the City and such multi-family residences which do not have dumpster or bin refuse collection service. All such recyclable material shall be placed in containers provided free of charge by Contractor. Contractor shall retain all the revenues derived from the sale of recyclable materials col- lected pursuant to the Curbside Recycling Program. Contractor shall have a period of one hundred eighty (180) days after City' s exercise of its aforesaid option to commence provision of the Curbside Recy- cling Program. 3. 5 Unauthorized Waste In the event that waste or material other than Municipal Solid Waste is delivered or attempted to be delivered by Designated Haulers to the Disposal Facility, Contractor shall first- attempt to reject such attempted delivery or cause the Designated Hauler, at its expense, to remove such waste or material from the Disposal Facility. However, in the event that such delivery occurs and such waste or material is not so removed, Contractor shall promptly notify City thereof and, subject to City' s payment of costs as set forth in subsection 2.3, use reasonable business efforts to comply with City' s request for handling and transportation of such waste or material to a disposal facility that can lawfully accept it. 9470-1 - 16 - 3 .6 Compliance with Laws and Regulations Subject to the other terms and conditions of this Agree- ment , including issuance of the authorizations set forth in Section 4.1 , Contractor agrees that, in the operation of The Recyclery and the Disposal Facility and the performance of services under this Agreement , Contractor will qualify under, and comply with, any and all federal , state and local laws and regulations now in force and which may hereafter, during the term of this Agreement , be enacted and become effective, which are applicable to Contractor, its employees, agents, or subcontractors, if any, concern- ing the operation of The Recyclery and the Disposal Facil- ity. However, Contractor shall have the right to contest in good faith the application of such law or regulation to The Recyclery and Disposal Facility and Contractor shall not be deemed in breach of this Agreement during such good faith contest for failure to comply. 3. 7 Permits, Licenses, Approvals 3 .7 .1 Contractor to Obtain Subject to the other terms and conditions of this Agreement, including issuance of the authorizations set forth in Section 4.1 , Contractor shall be re- sponsible, at its sole expense, for obtaining and maintaining all necessary permits, licenses and approvals from any and all governmental entities having jurisdiction over the Disposal Facility and The Recyclery in order that Contractor may operate the Disposal Facility and The Recyclery in accordance with the terms and conditions of .this Agreement and any laws or regulations applicable to the Disposal Facility and The Recyclery. City shall fully cooper- ate with Contractor in obtaining and maintaining such permits, licenses and approvals as long as any out of pocket expense incurred by City is borne by Contrac- 9470-1 - 17 - tor . Contractor shall file with City a true and correct copy, certified by the granting agency, of each permit, license or approval . However , Contrac- tor shall have the right to contest in good faith any requirement of a permit , license or approval neces- sary for the operation of the Disposal Facility and The Recyclery and Contractor shall not be deemed in breach of this Agreement during such good faith contest for failure to comply. 3.7.2 Closure Plan Contractor shall demonstrate adequate financial responsibility sufficient to finance Contractor' s closure and post closure plan as submitted to state and local permit enforcement agencies. 3.8 Inspection of Operations The designated representative of City shall have the right to observe and review Contractor ' s operations and enter Contractor' s premises at the Disposal Facility for the purpose of such observation and review during normal operating hours, subject to reasonable notice. This provision shall not be construed as giving to City any right to exercise control over the business or operations of Contractor or to direct any operations of Contractor or to direct in any respect the manner in which the business and operations shall be conducted. 3.9 Labor Force 3.9.1 Employment Contractor shall employ only such superintendents, mechanics, and other workers who are careful , compe- tent and fully qualified to perform the duties or tasks assigned to them. All workers shall have 9470-1 - 18 - sufficient skill , ability and experience to properly perform the work assigned to them and to operate any equipment necessary for them to carry out their assigned duties properly. 3.9. 2 Safety Provisions Contractor shall operate the Disposal Facility in compliance with all applicable federal , state and local laws and regulations pertaining to safety. 3 .10 Discrimination Prohibited In the performance of this Agreement , Contractor will comply with the provisions of the California Fair Employ- ment and Housing Act , California Government Code Section 12900 et seq. , as amended, and any regulations promulgated thereunder , and with any federal statutes, and regulations promulgated thereunder, prohibiting employment discrimina- tion. SECTION 4 . TERM OF AGREEMENT 4 .1 Effective Date of Performance Performance hereunder shall be deemed to have commenced on November 21, 1988. 4.2 Termination Notwithstanding anything to the contrary contained in this Agreement , this Agreement shall continue in full force and effect until the first to occur of the following, unless sooner terminated in accordance with this Agreement : 9470-1 - 19 - ( i ) the Allocation Quantity is depleted in accordance with this Agreement; or in any event , the expiration of thirty-five (35) years from and after the date of commencement of performance of this Agreement. SECTION 5. COMPENSATION 5.1 Tipping Fee The Tipping Fee for the disposal of Municipal Solid Waste at the Disposal Facility ( including processing at The Recyclery and ultimate disposal of all processing residue at the Disposal Facility) initially shall be $14 . 23 per Ton , which amount shall be adjusted in accordance with Sections 3.4 , 5. 2 , 5.3 and 5.4 . 5.2 Annual Adjustment of Tipping Fee The Tipping Fee (as adjusted under Sections 3 .4 , 5. 3 and 5.4 ) and the Curbside Recycling Credit shall be adjusted as of July 1 of each year, beginning as of July 1 , 1989, (the "Rate Adjustment Date" ) in accordance with the following formula : P = A ( .1 x R + .1 x C + .8 x D) A = The adjustable portion of the Tipping Fee (as described below) or , the Curbside Recycling Credit in effect as of the Rate Adjustment Date, as the case may be. The "adjustable portion of the Tipping Fee" , as that phrase is used above, is the Tipping Fee in effect as of the Rate Adjustment Date, less the portion thereof attributable to Taxes. As of the date 9470-1 - 20 - of this Agreement, the adjustable portion of the Tipping Fee is $14. 23 . B = The net percentage change in the Employment Cost Index (Compensation) , Private Industry workers - Nonmanufacturing, published by the U.S. Department of Labor, Bureau of Labor Statistics. C = The net percentage change in the Gross National Product Implicit Price Deflator for Producer' s Durable Equipment (non-residential ) , published quarterly by the U.S. Department of Commerce, Bureau of Economic Analysis. D = The net percentage change in the Consumer Price Index (CPI ) , All Urban Consumer (CPI-U) , for San Francisco-Oakland, California , published by the U.S. Department of Labor , Bureau of Labor Statistics. P = The amount of adjustment to the Tipping Fee or the Curbside Recycling Credit , as the case may be, for the new twelve (12) month period. All "net percentage changes" , as that phrase is used above, are to be computed as the difference between the applicable index values for the month of March immediately prior to the current Rate Adjustment Date and for the month of March immediately prior to the last Rate Adjustment Date (March 1988 in the case of the first adjustment hereunder) , divided by the index value for the month of March immedi- ately prior to the last Rate Adjustment Date. Contractor shall notify City in writing of any adjustment under this Section at the earliest practicable time. On the next billing date after the receipt of Contractor ' s 9470-1 - 21 - statement showing adjustment under this Section, City shall pay to Contractor or Contractor shall credit to City, as the case may be, a lump sum equal to any increase or decrease applicable to that period which has elapsed during which the new Tipping Fee and the Curbside Recycling Credit is effective. Thereafter, the Tipping Fee charged by Contractor and. the Curbside Recycling Credit shall not be modified to reflect any change under this Section until a subsequent adjustment statement is received by City. Adjustment to the Tipping Fee and the Curbside Recycling Credit will only be made in units of one cent ($0.01) . Fractions less than one cent ($0.01) will not be considered in making adjustment. Should the indices named in this Section not be published for March of any given year, the calculations shall be per- formed using the index value as published for the last month immediately preceding the March in question (or, in the case of a quarterly published index, the index value for the quarter including the March in question) . Should the indices named in this Section be discontinued, successor indices shall replace same. Successor indices shall be those indices which are most closelp equivalent to the discontinued indices as recommended by the publishing agency. 5.3 City Recycle/Transfer Station If after The Recyclery commences operation, City ( including through its contractors or agents) engages in or causes the Recycling of any portion of Municipal Solid Waste (.other than through a Curbside Recycling Program) or commingles any portion of Residential Waste and other Municipal Solid Waste prior to delivery to the Disposal Facility, the Tipping Fee for the resulting residue or commingled por- tions. shall be increased by an amount equal to $.88 plus 9470-1 - 22 - c the amount of Taxes excluded from the Tipping Fee adjust- ment under subsection 5,.4 .4. Such increase shall be subject to annual adjustments as specified in Section 5. 2 beginning as of the Rate Adjustment Date. The Tipping Fee shall not be increased under this Section due to City' s establishment of a Curbside Recycling Program, as set forth in Section 3.4 , transfer stations within the City at which no Recycling (other than through buy back centers) or no commingling of Residential Waste and other Municipal Solid Waste occurs, or buy back centers within the City. 5.4 Other Adiustments 5.4 .1 Regulatory Changes The Tipping Fee may be adjusted by Contractor from time to time to reflect City' s pro, rata share of all costs incurred or to be incurred by Contractor in operating The Recyclery and the Disposal Facility ( including closure and post- closure monitoring) which are attributable to Regulatory Changes; provided, however , Contractor may not increase the Tipping Fee for costs attributable to any of the following: ( i ) Regulatory Changes, by their terms, imposed solely with respect to operation of a sanitary landfill located adjacent to San Francisco Bay; ( ii ) existing regulatory or remedial work , monitoring or other work which is required due to refuse which was placed in the Disposal Facility prior to the begin- ning of this Agreement even if part of such wastes were generated in the City; ( iii ) Contractor' s intentional misconduct or negligent acts or omissions in operation of The Recyclery or the Disposal Facility; 9470-1 - 23 - ( iv) compliance with the Calderon Legislation (California Health& Safety Code Section 41805. 5) , subchapter 15, BAAQMD Rule 34, Proposition 65, and California Administrative Code Titles 14 and 22, and the final version of EPA' s Subtitle D criteria when it is enac- ted; provided, however, this subparagraph ( iv) shall not include any future changes to the foregoing statutes, rules and/or regulations; and (v) odor, noise and/or dust control due to encroaching land uses around the Disposal Facility which uses were not present on the date of this Agreement . 5.4 .2 Termination By City If , upon any increase in the Tipping Fee under subsection 5.4.1 due to Regulatory Changes, the Tipping Fee (exclusive of Taxes and all adjustments under Section 5. 2) exceeds, by thirty percent (30%) or more, the disposal rate (exclusive of taxes and adjustments for inflation) then payable pursuant to the long term disposal contract first entered into by any of the "North County Cities" for disposal of municipal solid waste at the Kirby Canyon Landfill in Santa Clara County, City shall have the option to terminate this Agreement without penalty; provided, however , City must exercise such option, if at all , by providing Contractor with written notice thereof ( including written evidence of the aforesaid percent- age differential in disposal rates) within sixty (60) days after any such increase in the Tipping Fee. In the event that City properly exercises its aforesaid option, this Agreement shall terminate on the date as of which City has received all necessary regulatory approvals and made all necessary arrangements to process and/or dispose of elsewhere Munic-ipal Solid Waste then being delivered hereunder to the Disposal 9470-1 - 24 - Facility. As used above, "North County Cities" means the cities of Palo Alto, Sunnyvale and Mountain View, California. 5.4. 3 City' s Proportionate Share City' s pro rata share of costs attributable to Regulatory Changes under subsection 5.4.1 shall be determined on the basis of either of the following: ( i ) The percentage of the daily volume of wastes disposed of in the Disposal Facility or materi- al processed at the Recyclery, as the case may be, which is attributable to City, for those costs which are, according to generally accept- ed accounting principles, attributable to the daily operating costs of the Disposal Facility or the Recyclery , as the case may be. The percentage of daily volume attributable to City, shall be based upon the average amounts during the one-year period immediately preced- ing the request for an adjustment pursuant to this Section; or ( ii ) The percentage of the remaining total site capacity at the Disposal Facility or the percentage of material processed at the Recy- clery, as the case may be, which is expected to be utilized by or attributable to City under this Agreement , for those costs which are, by generally accepted accounting principles, not attributableto the daily operating costs of the Disposal Facility or the Recyclery, as the case may be. If costs incurred by Contractor are amortized over several years, the increase in the Tipping Fee shall be repealed at the end of such amortization period. This repeal shall 9470-1 - 25 - not affect .other increases resulting from costs which were not amortized. Contractor shall notify City of any Tipping Fee adjustment attributable to Regulatory Changes under this Section 5.4 at the earliest practicable time. At the time Contractor makes a request for a Tipping Fee adjustment attributable to Regulatory Changes pursuant to this Section 5.4, Contractor shall submit to City written documentation showing the actual costs incurred or estimated to be incurred in future years (for costs that are expected to be incurred or amortized over more than one year) , demonstrating that the costs were incurred by reason of Contrac- tor' s compliance with changes in laws or regulations or changes in the enforcement or interpretation thereof , indicating the method of determining City' s pro rata share of such cost , and showing the calcula- tion of City' s pro rata share. If Contractor bases the request for adjustment on a change in the en- forcement or interpretation of a law or regulation affecting the Disposal Facility or the Recyclery, then Contractor shall also provide to City supporting documentation demonstrating the existence of and the nature of the change in enforcement or interpreta- tion. City shall have the right, at reasonable times and upon reasonable notice to Contractor , to inspect all records or other information contained therein pertaining to Contractor' s request for adjustment under this Section 5.4. No increase in the Tipping Fee attributable to Regulatory Changes shall be made pursuant to this Section 5.4 unless and until Con- tractor has submitted the above described written documentation to City. 9470-1 - 26 - 5.4 .4 Taxes The Tipping Fee shall be adjusted by Contractor from time to time to include all Taxes; provided, however , except as set forth in Section 5. 3, the Tipping Fee shall not include ( i ) 25% of Recycling Incentive Taxes imposed with respect to the volume of waste or material received or disposed of at the Disposal Facility and ( ii ) a mutually agreeable percentage of Recycling Incentive Taxes imposed with respect to the weight of waste received or disposed of at the Disposal Facility, such mutually agreeable percentage to be based upon the assumption that 25% of the volume of all Municipal Solid Waste delivered hereun- der will be recycled at the Recyclery and upon the respective volume/weight relationships of the various components of Municipal Solid Waste being recycled at the Recyclery. 5. 5 Payment 5. 5.1 Monthly Invoice and Report On or before the tenth (10th) day of each month, Contractor shall submit to City an invoice for the preceding month. Said invoice shall state the Tipping Fee then in effect and the amount due for the invoice month calculated in accordance with the provisions of this Section 5. At the time Contractor submits the monthly invoice, Contractor shall also submit to City a report sta- ting, for each Designated Hauler, the information in substantially the form of the sample report form attached hereto as Exhibit "D" and made a part hereof . 9470-1 - 27 - In the event City institutes a voucher system whereby City issues vouchers or coupons to Designated Haulers for delivery of Municipal Solid Waste, Contractor shall attach to the monthly report either copies of such list or the voucher numbers printed on such vouchers and the name of the Designated Hauler submitting the voucher. 5. 5.2 Time of City' s Payment City shall review the monthly invoice and the monthly report received from Contractor. City shall have ten (10) working days from receipt of the report to request reasonable additional information regarding the report . Such request shall be in writing and shall specify the information requested. Contractor shall have ten (10) working days from the date of the request to supply to City the requested additional information. City shall remit payment to Contractor with thirty (30) days of receipt of the requested information, or , if no additional information is requested, within thirty (30) days of receipt of the invoice and report . Where City disputes a portion of any invoice, City shall nevertheless timely pay in full the undisputed portion. City shall pay a charge for all past due amounts for each month or part thereof during which such amounts remain unpaid at the prime annual interest rate then established by Chase Manhattan Bank , N.A. , but in no event higher than the maximum rate allowed by applicable law. 5. 5. 3 Payment for Publicly Hauled Waste Contractor shall accept Publicly Hauled Waste for disposal and shall require those delivering such waste to pay directly for disposal at a rate not more than that posted from time to time for deliveries of waste by the general public . 9470-1 - 28 - 5.6 Full Payment Contractor hereby agrees to accept payments from City and those delivering Publicly Hauled Waste as described above as full compensation for services rendered under this Agreement. SECTION 6. ASSIGNMENT AND USE OF ALLOCATION QUANTITY City may, at its sole option, upon prior written notice to Contractor, and subject to the following conditions, assign to one or more other Santa Clara County Municipalities ( "Transferee Municipality" ; a portion of City's remaining Allocation Quantity; provided, however: Prior to any delivery of Municipal Solid Waste to the Disposal Facility, the Transferee Municipality shall enter into and be bound by the terms of this Agreement (with modifications set forth herein) with respect to such assigned portion of City' s Allocation Quantity and, at Contractor ' s option, all state and local agencies having jurisdiction shall have approved the disposal at the Disposal Facility of the Transferee Municipality' s Munici- pal Solid Waste contemplated by the Allocation Quantity assignment; (ii ) City shall in any event remain responsible to perform all of its obligations under this Agreement, including, without limitation, under Section 2.1; ( iii ) City' s written notice to Contractor shall specify the exact amount of the Allocation Quantity assigned and the period over which deliveries of Municipal Solid Waste may occur; ( iv) The Transferee Municipality may not, during any calendar year, deliver -or cause delivery of an amount of Municipal Solid Waste which, together with City' s actual deliveries 9470-1 - 29 - during such year, exceeds (a) the remaining portion of City' s total Allocation Quantity at the beginning of such calendar year divided by (b) thirty (30) less the number of years (or partial years) elapsed since the date of commencement of performance of this Agreement; and (v) The right of the Transferee Municipality to use the as- signed portion of the Allocation Quantity shall end upon the expiration of thirty (30) years from and after the date of commencement of performance of this Agreement , even if all of said assigned portion has not , as of such time, been used by the Transferee Municipality. SECTION 7 . ASSURANCE OF PERFORMANCE 7 .1 Force Maieure 7.1 .1 Events Resulting in Force Maieure The obligations of City and Contractor are subject to riots, wars, civil disturbances, insurrections, acts of terrorism at the Disposal Facility, epidemics, landslides, hurricanes, earthquakes, lightning, floods, washouts, explosions, fires, acts of God, government orders and regulations and other similar catastrophic events which are beyond the reasonable control of City or Contractor, as the case may be. It is specifically understood that "other similar catastrophic events" does not include, among other things, strikes, lockouts, other labor disturbances or breakage or accidents to machinery, equipment or plants. 7.1.2 Suspension of Obligations In the event either party is rendered unable, wholly- or in part , by the occurrence of any event described 9470-1 - 30 - in subsection 7.1 .1 to carry out any of its obliga- tions, then the obligations of such party, to the extent affected by such occurrence and to the extent that due diligence is being used to resume perfor- mance at the earliest practicable time, shall be suspended during the continuance of any inability so caused but for no longer period. Any time that such a party intends to rely upon the occurrence of an event described in subsection 7.1 .1 to suspend obligations as provided in this Section 7 , such party shall notify the other party as soon as reasonably possible, setting forth the particulars of the situation. Notice shall again be given when the effect of the occurrence of such event has ceased. 7 .1 . 3 Alternative Disposal Arrangements In the event that Contractor fails or is unable to accept or dispose of any waste which it is obligated to accept or dispose of under the terms of this Agreement because of any event other than described in subsection 7.1 .1 whose occurrence materially and adversely affects Contractor' s ability to accept or dispose of such waste at the Disposal Facility, Contractor shall transport and dispose of such waste at an alternate landfill site or disposal facility selected by Contractor at no additional cost to City or in the alternative, at Contractor' s option, shall reimburse City for any and all extra costs incurred by City, over and above the Tipping Fee, to haul and dispose of Solid Waste at such other location. Where City hauls or arranges for hauling of said waste, it is understood that these costs may include costs incurred by the City which are payable by it to Designated Haulers for using an alternate landfill site. The provisions of this subsection 7.1 . 3 shall govern over any conflict with Section 7. 5. 9470-1 - 31 - 7.2 Performance Bond Contractor shall also make, execute and deliver to City a good and sufficient surety bond in a form reasonably satisfactory to City to secure the faithful performance by Contractor of the terms and conditions herein. Such bond shall be in the penal amount of Seven Hundred Fifty Thous- and and No/100 Dollars ($750, 000.00) and shall be for a term of at least two (2) years. Such bond shall be signed by the President or General Officer of Contractor , together with signature of its corporate secretary and corporate seal . The surety shall be a surety company duly authorized to do business in the State of California and acceptable to City. The surety company which issues the bond shall not be obligated to renew the bond after the expiration of the year term; provided, however, Contractor shall maintain similar replacement bonds issued by a mutually acceptable surety company meeting the requirements set forth above during the term of this Agreement . City agrees that Contractor ' s failure to replace the bond shall not result in City having any right to make a claim on the expiring bond. Notwithstanding the foregoing, Contractor may at any time, in lieu of the aforesaid surety bond, provide City with a letter of credit in the aforesaid sum, in a form reasonably satisfactory to City, securing the faithful performance by Contractor of the terms and conditions herein. 7. 3 Insurance Requirements Contractor shall obtain and shall maintain throughout the term of this Agreement at least the minimum insurance policies, with at least the required coverage limits and endorsements, as is set forth in Exhibit "E" , entitled "INSURANCE REQUIREMENTS" , attached hereto and made a part hereof . The insurance requirements set forth in Exhibit "E" shall be reviewed for sufficiency by City at five year intervals and such requirements may be reasonably amended 9470-1 - 32 - or modified by City as deemed necessary or prudent by City, provided that any required new or increased coverage is available on a commercially reasonable basis. Within (30) days of the effective date of this Agreement , Contractor shall submit proof of the aforesaid coverage in the form of Certificates of Insurance, with copies of all required endorsements attached thereto, to City. 7.4 Hold Harmless and Indemnification 7.4.1 By Contractor Contractor agrees to protect, defend, hold harmless and indemnify City, its Council , officers, employees, and agents from and against any and all liability, including but not limited to, contractual liability, losses, penalties, claims, demands, damages to prope°rty (real and/or personal) , environmental contamination, including attorneys fees, and personal -injury to or death of any person or persons, and all expenses resulting from any claim or cause of action of any nature, including clean up or remedial action sought by private or governmental parties, occurring by reason of : ( i ) Contractor' s sole negligence; ( ii ) Contractor' s comparative share of the joint negligence of the parties; (iii ) Contractor' s breach of this Agreement; or ( iv) Contractor' s operation of The Recyclery and the Disposal Facility; provided, however , Contrac- tor shall have no obligation of indemnity under this subsection 7.4.1 ( iv) (a) with respect to 9470-1 - 33 - adjustments to the Tipping Fee authorized under Section 5.4 and (b) to the extent that the liability and expenses result from any of the events set forth in subsection 7.4. 2. 7.4.2 By City City agrees to protect, defend, hold harmless and indemnify Contractor and its affiliated corporations, and their officers, employees, directors and agents from and against any and all liability, including but not limited to, contractual liability, losses , penalties, claims, demands, damages to property (real and/or personal) , environmental contamination , including attorneys fees, and personal injury to or death of any person or persons, and all expenses resulting from any claim or cause of action of any nature, including clean up or remedial action sought by private or governmental parties, occurring by reason of : ( i ) City' s sole negligence; ( ii ) City' s comparative share of the joint negli- gence of the parties; ( iii ) City' s breach of this Agreement; or ( iv) Delivery by City or its agents ( including Designated Haulers) of materials or substances to the Disposal Facility which are not Munici- pal Solid Waste. 7.4.3 Negligence Defined For purposes of Sections 7.4.1 and 7.4. 2, "negli- gence" shall be deemed to include both negligent acts 9470-1 - 34 - y and omissions and willful misconduct , and the negli- gence of a party shall include the negligence of its respective officers, employees or agents ( including subcontractors) . 7.4.4 Notice and Access The party claiming a right to indemnity shall: ( i ) give written notice thereof within a reasonable period following the earlier of actual or constructive notice of the event or occurrence as to which the right to indemnification is or may be asserted, provided, that any delay in or failure to give such notice shall not alter any obligation of indemnity herein, except to the extent the indemnifying party is materially prejudiced thereby; and ( ii ) allow the other party ( including their employ- ees, agents and counsel) reasonable access to any of its employees, property and records reasonably related to the matter giving rise to the claim for indemnification (excluding records protected by the privilege applicable to communications between attorney and client and the work product of attorneys) for the pur-. pose of conducting an investigation of such claim and taking such other steps as may be necessary to preserve evidence of the occur- rence on which the claim is based. 7.4. 5 Insurance Coverage Provision of the insurance coverage set forth in Section 7.3 does not relieve Contractor or its 9470-1 - 35 - subcontractors from liability under the above hold harmless/indemnification clause. 7 .4 .6 Survival The indemnities contained in this Section 7 shall survive expiration or termination of this Agreement . 7.5 Suspension or Termination For Default City shall not suspend or terminate this Agreement unless and until Contractor has failed to substantially perform under this Agreement and has been given notice of such failure and has not cured such failure, or commenced to cure such failure, within thirty (30) days after receipt of said notice (and, in the case of commencement to cure, does not thereafter diligently proceed to cure such failure) ; provided that no opportunity to cure prior to suspension shall be required if the health, welfare, or safety of the public is endangered by the continued delivery of Municipal Solid Waste to the Disposal Facility. A copy of the suspension order or action of the City shall be served on Contractor and on Contractor' s surety ( if there is a surety) . When work is suspended for any cause or causes during the term of this Agreement , Contractor shall discontinue the work or such part thereof as City shall designate, whereupon the surety may, at its option , assume this Agreement or that portion thereof which City has ordered Contractor to discontinue, and may perform the same or may sublet the work or that portion of the work taken over to a contractor approved in writing by City' s Director of Public Works; provided, however, that the surety shall exercise its option and begin performance of the work, if at all, within thirty ( 30) days after the written notice to discontinue the work has been served upon Contractor and upon the surety or its authorized agent . 9470-1 - 36 - The surety, in such event , shall assume Contractor' s place in all respects and shall be bound by all the terms and conditions of this Agreement. The surety shall be paid by City for all work performed by it in accordance with the terms of this Agreement. In case the Surety does not , within the above specified time, assume Contractor' s responsibilities under this Agreement, or that portion thereof which City has ordered Contractor to discontinue, then City shall have the power and right to perform and complete, by contract or other- wise, as it may determine, the work herein described or such part thereof as it may deem necessary, and Contractor agrees that City shall have the right to procure equipment , labor and materials necessary for the completion of the work. City shall be required to mitigate expenses, in accordance with applicable law, for the work of completing the services provided in this Agreement , and the expense to City for same shall be the actual cost to City of such work, plus any additional costs which City may incur in payment to its Designated Haulers should the alternate disposal site be located at greater distance from the point of .collection of Municipal Solid Waste than the Disposal Facility. In case such expenses shall exceed the amount which would have been payable under this Agreement if the same had been fully performed by Contractor, then Contractor and its surety shall pay the amount of such excess to City on notice from City of the excess due. When any particular part of the work is carried out by the surety or by City, by contract or otherwise, under the provisions of this Section, Contractor shall continue the remainder of the work in conformity with the terms of this Agreement. In all instances, Contractor and its surety shall be liable for all damages incurred -by City during the period after 9470-1 - 37 - notice to discontinue the work has been served upon Con- tractor and the surety; provided, however, notwithstanding anything to the contrary contained in this Agreement , Contractor shall not be liable to City for any special , punitive or consequential damages, whether in contract , tort, strict liability or otherwise. In computing damages which City incurs under this Section, additional costs of haulage of waste to a more distant site for waste disposal shall be included, as well as actual fees charged for disposal . Such additional haulage costs shall be negotiated in good faith between City and its Designated Haulers, and shall be passed on to surety and Contractor without markup. SECTION B. GENERAL PROVISIONS 8.1 Independent Contractor It is expressly understood and agreed that Contractor shall perform all work and services described herein as an independent contractor and not as an officer , agent , servant or employee of City; that Contractor shall have exclusive control of and the exclusive right to control the details of the services and work performed hereunder and all persons performing the same; that Contractor shall be solely responsible for the acts and omissions of its officers, agents, employees, contractors and subcontrac- tors, if any; and that nothing herein shall be construed as creating a partnership or joint venture between City and Contractor. No person performing any of the work or services described hereunder shall be considered an offi- cer, agent , servant or employee of City, nor shall any such person be entitled to any benefits available or granted to employees of City. 9470-1 - 38 - 8. 2 City Warranty City warrants to Contractor that (i ) City has full power in accordance with applicable law to enter into this Agreement; ( ii ) the entering into this Agreement will not constitute a violation or breach by City (a) of any contract or other instrument to which the City is a party, (b) of any judgment , order, writ , injunction or decree issued against or imposed upon City, or (c ) that will result in a violation of any applic- able law, order, rule or regulation of any governmental authority; and ( iii ) this Agreement constitutes a valid and binding obligation of City in accordance with its terms , including, without limitation, for the full period of the term of this Agreement notwithstanding the future change of elected or appointed City officials or the City' s failure to budget and appropriate sufficient funds for this Agreement. Prior to the parties' entering into this Agreement, legal counsel for the City shall render a written legal opinion to Con- tractor that the matters set forth in this Section 8.2 are true and correct. 8.3 Venue The parties agree that should any action, whether real or asserted, at law or in equity, arise out of the terms and conditions of this Agreement , venue for said action shall be in Santa Clara County, California. 9470-1 - 39 - 8.4 Savings Clause If any nonmaterial provision of this Agreement shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect any of the remaining provisions of this Agreement and this Agreement shall be enforced as if such invalid and unenforceable provision had not been contained herein. 8. 5 Section Headings The Section and paragraph headings contained herein and the table of contents attached hereto are for convenience in reference and are not intended to define or limit the scope of any provision of this Agreement . 8 . 6 Amendment This Agreement may be amended only by written agreement duly authorized and executed by the parties hereto. 8.7 Assignability This Agreement is assignable with the written consent of both parties and shall be binding upon and insure to the benefit of the parties hereto and their respective heirs, successors in interest, and assigns. Such consent shall not be withheld unreasonably, nor shall such consent be required in the event of any of the following: (i ) an assignment by operation of law, ( ii ) an assignment to an affiliate or subsidiary of Contractor, ( iii ) an assignment of the right to use a portion of City' s Allocation Quantity pursuant to Section 6 of this Agreement, or ( iv) an assign- ment by City to the State of California or to any agency or subdivision of the State or of City if such entity under- takes responsibility of the disposal of Municipal Solid Wastes; provided, however , assignor shall remain 9470-1 - 40 - ,r m responsible for performance of its obligations under this Agreement . 8.8 Notices Notices by either party to this Agreement ' to the other party shall be deemed given if personally served or if sent by express mail or deposited in the United States Mail as certified mail, return receipt requested, postage prepaid, addressed to the other party as designated below, or to such other place designated in writing.. Such notice shall be deemed effective on the date personally served or when actually received. Notice that a party intends to rely upon the occurrence of an event described in subsection 7.1 .1 hereof to suspend obligations under this Agreement may be given verbally; provided that written notice is provided immediately following such verbal notification. To City: City Manager 10300 Torre : Ave. Cupertino, California 95014 To Contractor : District Manager Regional Landfill Manager Browning-Ferris Industries Browning-Ferris Industries of California, Inc . of California, Inc . P.O. Box 1987 55 Almaden Boulevard San Jose, CA 95109 San Jose, CA 95113 Secretary Browning-Ferris Industries of California, Inc . P.O. Box 3151 Houston, TB 77253 8.9 Waiver A waiver of any breach of any provision of this Agreement shall not constitute or operate as a waiver of any other breach of such provision or of any other provision, nor 9470-1 - 41 - shall any failure to enforce any provision hereof operate as a waiver of such provision or of any other provision. 8.10 Law to Govern It is understood and agreed by the parties that the law of the State of California shall govern the rights, obliga- tions, duties and liabilities of the parties to this Agreement and shall govern the interpretation of this Agreement . 8.11 Attorney' s Fees In the event legal action is instituted to enforce this Agreement the prevailing party shall be entitled to reason- able attorneys' fees and actual costs incurred in connec- tion with such action. 8.12 Entirety The parties agree that this Agreement represents the full and entire agreement between the parties to this Agreement with respect to matters covered herein. 9470-1 - 42 - THE PARTIES TO THIS AGREEMENT hereby indicate their acknowledg- ment and acceptance of the terms and conditions stated herein by the following signatures of their duly authorized representa- tives. APPROVED AS TO FORM AND LEGALITY: CITY OF CUPERTINO, CALIFORNIA, a municipal corporation By: By: Name: Name: Title: City Attorney Title: ayor 10300 Torre Ave. ATTEST: Cupertino, California 95014 By: _ "City" Name: Title: City Clerk ATTEST: INT7?CALL*IIA CORP. Af By: By: Name: e5G . Z17 f-. C=o v Name: i T/f Title: 1Vg7- ,4_y te,641e_ Title: Sl / v 55 Almaden Boulevard � oOFFICIAL SEAL San Jose, California 95113 A.4JAe"rq:&e SUZANNE FGOOD Telephone: (408) 432-1234 m NOTARY PUBLIC -CALIFOPWA F • i4 SIAomm'CLARAxpir COUNTY 3 "Contractor" My comm, expires SEP 3, 1989 APPROVED AS TO FORM AND APPROVED: LEGALITY: COUNTY OF SANTA CLARA, CALIFORNIA By: By: Name: N" Name: `!ausanne-Wilson_ Title: is v Title: C'nairpeis©1;, pro temgrc --- - BOARD OF SUPERVISORS 9470-1 - 43 - .r GUARANTEE Browning-Ferris Industries of California, Inc . , a California corporation, which is a wholly owned subsidiary of Browning- Ferris Industries, Inc . , a Delaware corporation, hereby guaran- tees to City the performance by International Disposal Corp. of California of its obligations under this Agreement . BROWNING- IS I STRIES OF ORN , INC. By' Name: Title: 9470-1 - 44 - • PF M • EXHIBIT "A" ALLOCATION QUANTITY City of Cupertino, California 2,050,000 Tons APPROVED AS TO FORM AND LEGALITY: CITY OF CUPERTINO, CALIFORNIA, a municipal corporation By: By. Name: Name: Title: City Attorney Title• ayor 10300 Torre Ave. ATTEST: Cupertino, California 95014 By: _ Xf�:�, � "City" Name: Title: City Clerk ATTEST: INTERNATI IS CORP. ALI F A By. By. Name: i Name: 1)177 Title: -Ru G/e-- Title: D 55 Almaden Boulevard 5EA4.°R OFFICIAL SEAL San Jose, California 95113 SUZANNE F GOOD Telephone: (408) 432-1234 NOTARY PUBLIC-CALIFORIWA b SSNTA'CIARA COUNTY "Contractor" My comm. expires SEP 3, 1989 9470-1 EXHIBIT "B" UNINCORPORATED GEOGRAPHIC AREA OF SANTA CLARA COUNTY INCLUDED WITHIN DEFINITION OF CITY The unincorporated geographic area of Santa Clara County shall include the "Boundary Agreement Area" defined as of the date of this agreement by agreement between the cities of Santa Clara County delineating limits beyond which the cities will not annex. Said boundaries as adopted by the Local Agency Formation Commission are defined on the 500 ' scale Official City Boundary Maps located in the County Surveyor' s Office. APPROVED AS TO FORM AND LEGALITY: CITY OF CUPERTINO, CALIFORNIA, a municipal corporation By: By:. B , Name: Name: Title: City Attorney Titl Mayor 10300 Torre Ave. ATTEST: Cupertino, California 95014 By: "City" Name: Title: City Clerk ,reTTEST: INTERNATIiLI IS L CORP. ,y FIA By• �, By; Name: ," og9a Name: Title: 674kV Pal3Ll� Title: S 55 Almade Boulevard OFFICIAL SEAL San Jose, California 95113 a SUZANNE FGOOD Telephone: (408) 432-1234 NOTARY PUBLIC -CALIFORIWA SANTA MRA COUNTY "Contractor" My Comm. expires SEP 8, 18$9 9470-1 ' A EXHIBIT 'Co EQUIVALENT WEIGHT OF MUNICIPAL SOLID WASTE Type of Refuse Ton Equivalent Per Cubic Yard 1. Compacted Refuse a. Front Loader or Side Loader Vehicle .20 Ton/Cubic Yard b. Rear Loader Vehicle .30 Ton/Cubic Yard C . Roll-Off Compactor .4.0 Ton/Cubic Yard Container 2. Loose Refuse .20 Ton/Cubic Yard 3. Demolition Refuse .50 Ton/Cubic Yard 4. Concrete, Asphalt, Soil 1.00 Ton/Cubic Yard 9470-1 • i r' EXHIBIT "D" REPORT OF REFUSE RECEIVED AT THE RECYCLERY/NEWBY ISLAND LANDFILL ATTRIBUTABLE TO THE CITY OF CUPERTINO, CALIFORNIA DESIGNATED HAULER MONTH OF TOTAL TOTAL COST TONS NUMBER OF TOTAL RATE OF RECEIVED AT DATE TRUCKS TONS ($/TON) LOAD RECYCLERY MONTHLY TOTAL f tr. EXHIBIT "E" INSURANCE REQUIREMENTS A. (1) An EXTENDED BROAD FORM MINIMUM COMPREHENSIVE GENERAL LIABILITY INSURANCE POLICY covering Bodily Injury and . Property Damage with a combined single limit of at least Five Million Dollars ($5,000,000) per occur- rence providing the following coverages: (a) Premises Operations (b) Independent Contractors (c) Contractual Liability (for liability of others assumed by the Subcontractor in the contract between the Subcontractor and Contractor) . (d) Property Damage Liability arising out of the 'XCU' hazards (explosion, collapse and under- ground damage) . (e) Completed Operations - Products (f ) Broad Form Property Damage Endorsement (g) Personal Injury Endorsement (2) A WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY POLICY ( if required by Sate law) written in accor- dance with the laws of the State of California and providing the following coverages for any and all employees of Contractor: (a) Statutory Workers' Compensation Coverage A (statutory limit) . (b) Employers' Liability Insurance - Coverage B. Not less than: $100,000 each accident/BI , $500,000 policy limit BI by disease and $100,000 each employee BI by disease. (3) A COMPREHENSIVE AUTOMOBILE POLICY with a minimum combined limit of not less than One Million Dollars ($1,000,000) for bodily injury and property damage, applicable to vehicles used pursuit of any of the activities associated with this Agreement and provid- ing the following coverages (without deductibles) : (a) All owned vehicles 9470-1 (b) Employer' s Non-ownership Liability (c ) Hired Automobiles (4) ENDORSEMENTS AND CLAUSES. All of the following clauses and endorsements, or similar provisions, are required to. be made a part of each of the above required policies: (a) A "Cross Liability" or "Severability of Inter- est" clause; and (b) City, its employees, officers, agents and contractors are hereby added as additional insured as respects all liabilities arising out of Contractor' s negligence or willful mis- conduct during performance of work under this Agreement; and (c ) This policy shall be considered primary insur- ance as respects any other valid and col- lectible insurance City may possess, including any self-insured retention City may have, and any other insurance City possesses shall be considered excess insurance only; and (d) NO CANCELLATION OR NON-RENEWAL OF THIS POLICY OR MODIFICATION OF THE COVERAGE AFFORDED UNDER THIS ENDORSEMENT SHALL BE EFFECTIVE UNTIL WRITTEN NOTICE HAS BEEN GIVEN AT LEAST THIRTY (30) DAYS PRIOR TO THE EFFECTIVE DATE OF SUCH MODIFICATION OR CANCELLATION TO THE CITY OF CUPERTINO, CALIFORNIA. ATTENTION: CITY MANAGER. B. PROOF OF INSURANCE COVERAGE AND COVERAGE VERIFICATION. A copy of the Certificate of Insurance and completed coverage verification shall be provided to City by each of the Contractor' s insurance companies as evidence of the stipu- lated coverages within thirty (30) days of the effective day of this Agreement . The Certificate(s) of Insurance and coverage verification shall be mailed to City. 9470-1 - 2 - i FILE COPY RESOLUTION NO. 8463 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CUPERTI O APPROVING COST-0E—LIVING ADJUSTMENT IN SERVICE RATES CHARGED BY IAS ALMS GARBAGE COMPANY FOR COLLECTION AMID DISPOSAL OF REFUSE AMID ESTABLISHING INVERTED RATE STRUCTURE WHEREAS, in accordance with the franchise agreement between the City of Cupertino and the Los Altos Garbage Company, a cost-of-living adjustment in service rates is to be evaluated each year; and WHEREAS, in accordance with the formula established in the agreement for computing the adjustment a 5.9% increase is in order; and WHEREAS, in order to reduce the waste stream to the landfill, as mandated by AB 939, it is desirable to institute an inverted rate structure for the collection and disposal service of refuse within the City of Cupertino as one method of achieving said goal; and WHEREAS, there is a need to restructure the debris box rate in order to be more competitive with the outside market rates; City° iT of the Ci o Cupertino hereby approves: 1. A cost-0f-living adjustment for rates charged by Los Altos Garbage Caarpany for refuse service. 2. An inverted rate structure for solid waste services. 3. A restructured debris box rate. All as set forth in Exhibit "A", attached hereto and made a part hereof, to be effective August, 1991. BE IT FURTHER RESOLVED that the inverted rate structure shall be reviewed on a quarterly basis during the first year for adjustments to be made accordingly. PASSED AND ADOPTED at a regular meeting of the City Council of the City of Cgpertino this 29th day of July , 1991, by the following vote: Vote Members of the City Council AYES: Rogers, Sorensen, Koppel NOES: None ABSENT: Goldman, Szabo ABSTAIN: None RESOLUTIC N NO. 8463 APPROVED: s/ Barb Koppel Mayor, City of Cupertino ATTEST: /s/ Dorothy Cornelius City Clerk 25-Jul-91 EXHIBIT A-' MTE.WQ1 CITY OF CUPERTINO RATE INCREASE PROPOSAL CURRENT NEW RESIDENTIAL-ALL RATES PER UNIT RATE RATE FRONTYARD 1 CAN N/A $8.95 2 CANS $8.95 $11.00 3 CANS $1210 $14.50 BACKYARD 1 CAN N/A $1245 2 CANS $1215 $16.70 3 CADS $15.95 $2280 HILLSIDE 1 CAN N/A $14.75 2 CANS $14.75 $18.20 3 CANS $20.45 $24.55 EACH ADDITIONAL CAN $3.80 $10.00 DUPLEX & MULTIPLE UNITS -ALL RATES PER UNIT CURBSIDE 1 CAN N/A $7.15 2 CANS $7.15 $8.80 3 CANS $10.90 $13.05 BACKYARD/INSIDE 1 CAN N/A $10.65 2 CANS $10.95 $15.05 3 CANS $14.10 20.15 EACH ADDITIONAL CAN $3.30 $9.00 OVERSIZE CANS ALL CATEGORIES $4.15 $10.00 EXTRA CANS $4.15 $10.00 SENIOR CITIZENS - 1 CAN SERVICE $4.20 $a.a5 25-Jul-91 EXHIBIT A-2.' CITY OF CUPERTINO RATE INCREASE PROPOSAL COMMERCIAL- FRONT LOADER CONTAINERS CURRENT NEW RATE RATE 1-1/2 CUBIC YARD CONTAINER 1 X WEEK SERVICE $66.75 $70.70 2X $103.05 $109.15 3X $148.10 $156.85 4X $194.35 $205.80 5X $240.80 $255.00 6X $286.95 $303.90 EXTRA PICK UP $16.95 $17.95 2 CUBIC YARD CONTAINER 1 X WEEK SERVICE $88.80 $94.05 2X $125.90 $133.35 3X $172.20 $182.35 4X $218.35 $231.25 5X $264.70 $280.30 6X $310.10 $328.40 EXTRA PICK UP $21.15 $2240 3 CUBIC YARD CONTAINER 1 X WEEK SERVICE $111.00 $117.55 2X $180.20 $190.85 3X $26230 $277.80 4X $345.60 $366.00 5X $428.90 $454.20 6X $512.20 $54240 EXTRA PICK UP $23.15 $24.50 6 CUBIC YARD CONTAINER 1 X WEEK SERVICE $19215 $203.50 2X $259.30 $74.60 3X $351.70 $37245 4X $444.30 $470.50 5X $536.90 $568.60 6X $629.60 $666.75 EXTRA PICK UP $40.10 $4250 i e 25-Jul-91 EXHIBIT A-3 CITY OF CUPERTINO RATE INCREASE PROPOSAL CURRENT NEW RATE RATE COMPACTOR RATE - PER CUBIC YARD $15.20 $16.10 COMMERCIAL CAN SERVICE - PER CAN $8.60 $9.10 SPECIAL SERVICE 16 CUBIC YARD CONTAINER $22200 $215.00 26 CUBIC YARD CONTAINER $273.00 $329.00 30 CUBIC YARD CONTAINER $317.00 $389.00 40 CUBIC YARD CONTAINER $387.00 $415.00 Cit'q of Cupertino 10300 Torre Avenue P.O. Box 580 Cupertino, California 95014 Cupertino,California 95015 Telephone: (408) 252-4505 DEPARTMENT OF THE CITY CLERK March 7, 1989 Attention: Joyce Hlava . Browning-Ferris Industries 55 AlMden Boulevard San Jose, CA 95113 AGREEMENT FOR DISPOSAL OF MUNICIPAL SOLID WASTE INTERNATIONAL DISPOSAL CORPORATION OF CALIFORNIA - BROWNING FERRIS INDUSTRIES Dear Ms. Hlava: We are enclosing to you three (3) copies of the Agreement for Disposal of Municipal Solid Waste Between the City of Cupertino and International Disposal Corporation of California, which has been fully executed by City Officials, along with three (3) certified copies of Resolution No. 7747, which was enacted by the City Council of the City of Cupertino, at their ' regular meeting of Tuesday, February 21, 1989. After coupletion would you please send us one (1) copy to our office for our files. Si.ncerel ,- t DOROTHY S CITY CLERK CITY OF CUPERTINO DC/so encl. cc: Department of Public Works ,,y COUNTY OF SANTA CLARA CALIFORNIA OFFICE OF THE BOARD OF SUPERVISORS MEMBERS OF THE BOARD County Government Center, East Wing Susanne Wilson, District 1 70 West Hedding Street Zoe Lofgren, District 2 San Jose, California 95110 Ron Gonzales, District 3 (408) 299-4321 Rod Diridon, District 4 Dianne McKenna, District 5 April 26, 1989 Ms . Dorothy Cornelius, City Clerk City of Cupertino 10300 Torre Avenue Cupertino, CA 94014 Dear Ms. Cornelius: SUBJECT: AGREEMENT FOR DISPOSAL OF MUNICIPAL SOLID WASTE BETWEEN THE CITY OF CUPERTINO AND INTERNATIONAL DISPOSAL CORPORATION OF CALIFORNIA Enclosed you will find one fully executed copy of the subject Agreement between the City of Cupertino and International Disposal Corporation of California which the Board of Supervisors approved at its regularly scheduled meeting on April 11 , 1989. The enclosed is for your files. Very truly yours, BOARD OF SUPERVISORS ;DOLALD RAINS, CLERK Gail Wess Deputy Clerk DMR:gw Enclosure cc: County Executive ► . MAI PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS Fred S.James&Co.of Georgia,Inc. UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. 3333 Peachtree Rd.,N.E.#500 Atlanta,Ga.30326 COMPANIES AFFORDING COVERAGE INSURED International Disposal Corp. COMPANLE International A National Union Fire of Pittsburgh, Pa. 1601 Dixon Landing Rd. Milpitas, CA. 95035 ETTERNY B London Underwriters COMPANY LETTER C This is to certify that policies of insurance listed below have been issued to the insured named above and are in force at this time.Notwithstanding any requirement,term or condition of any contract or other document with respect to which this certificate may be issued or may pertain,the insurance afforded by the policies described herein is subject to all the terms,exclusions and conditions of such policies. Limits of Liability In Thousands(000's) COMPANY POLICY EACH LETTER TYPE OF INSURANCE POLICY NUMBER EXPIRATION DATE OCCURRENCE AGGREGATE GENERAL LIABILITY ®COMPREHENSIVE FORM ®PREMISIS-OPERATIONS ® EXPLOSION AND COLLAPSE HAZARD ® UNDERGROUND HAZARD BODILY INJURY AND $2,500 A ®PRODUCTS/COMPLETED GLA 4597077-MA, NJ OPERATIONS HAZARD PROPERTY DAMAGE ®CONTRACURAL INSURANCE 10/1/90 ® BROAD FORM PROPERTY COMBINED DAMAGE GLA 4597076-ALL OTHER ®INDEPENDENT CONTRACTORS ®PERSONAL INJURY AUTOMOBILE LIABILITY ® COMPREHENSIVE FORM N/A ®OWNED ® HIRED 10/1/90 BODILY INJURY AND $2,500 ®NON-OWNED SELF-INSURED PROPERTY DAMAGE COMBINED EXCESS LIABILITY B INCLUDING HERAL AUTO& PY 045789 BODILY INJURY AND 5/1/90 PROPERTY DAMAGE $5,000 $5,000 ®OTHER THAN UMBRELLA FORM COMBINED STATUTORY N/A WORKER'S COMPENSATION 52500(EACH ACCIDENT) and SELF-INSURED 10/1/90 52500(DISEASE-POLICY LIMIT) EMPLOYER'S LIABILITY 62500(DISEASE-EACH EMPLOYEE) B ® RISK DAMAGE ON VEHICLES NA 4104/8 10/1/90 $25,000 EACH OCCURRENCE PHYS. DESCRIPTION OF OPERATIONS This policy shall be considered primary insurance as respects any other valid and collectible insurance City may possess, including any self-insured retention City may have, and any other insurance City processes shall be considered excess insurance only. DATE ISSUED: OCT 17, 1989 CANCELLATION: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED NAMEAND ADDRESS OF CERTIFICATE HOLDER BEFORE THE EXPIRATION DATE THEREOF,THE ISSUING COMPANY City of Cupertino, its employees WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER,BUT FAILURE TO MAIL SUCH NOTICE SHALL officers, agents and contractors IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE 10300 Torre Ave. COMPANY,ITS AGENTS OR REPRESENTATIVES. Cupertino, CA. 95014 ��t c�� AUTHORIZED REPRESENTATIVE Certificate Holder-(White) District File-(Yellow) Houston Risk Mgm't.-(Pink&Gold) RM C89 01, -z4&V1"M Waste c� Systems,.r BROWNING-FERRIS INDUSTRIES International Disposal Corp. of California, Inc. October 17, 1989 Mr. Bert Viskovich City of Cupertino 10300 Torre Avenue . Cupertino, California 95014 Dear Mr. Viskovich: Please find enclosed International Disposal Corporation's Certificate of Insurance for the Disposal Agreement. This Certificate supersedes the current Certificate you have on file. This Certificate is effective until September 30, 1990. If you have any questions concerning this, please do not hesitate to call me. Sincerely, jV�� *. G a Manager International Disposal Corp. FGA: sfg 1601 DIXON LANDING RD. P.O. BOX 1987 • SAN JOSE, CALIFORNIA 95109