Loading...
HomeMy WebLinkAbout2003-036 Chicago Grade Landfill ICITY OFA�ADER0 CO.14T 1a00.1-Q1(,01 AGREEMENT BETWEEN THE CITY OF ATASCADERO AND CHICAGO GRADE LANDFILL,INC. FOR EXCLUSIVE DEPOSITING OF CITY WASTE COLLECTIONS INTO CHICAGO GRADE LANDFILL This Agreement for Exclusive Depositing of City Waste Collections Into Chicago Grade Landfill ("Agreement" herein), is entered into and executed by and between the CITY OF ATASCADERO, a municipal corporation, organized and existing under the laws of the State of California ("City"), and Chicago Grade Landfill, Inc. ("Chicago Grade"), a corporation. RECITALS This Agreement is entered into on the basis of the following facts: A. Chicago Grade has provided and is capable of providing solid waste disposal services at its landfill located on Homestead Road in Templeton, California; B. City has duly adopted Ordinance No. 56 which requires contractors providing solid waste handling services for solid waste generated in the City to dispose of all refuse or garbage and rubbish at a disposal site approved by the San Luis Obispo County Department of Health; C. Chicago Grade's landfill is approved for solid waste disposal by the San Luis Obispo County Department of Health; D. Chicago Grade can and will furnish all personnel, equipment, and supplies necessary to accept disposal of solid waste from all premises within the City; Agreement for Exclusive Depositing of City Waste Collections into Chicago Grade Landfill B/w City of Atascadero and Chicago Grade Landfill Pace 1 of 23 NW E. City is authorized under its agreements with its franchised waste hauler to designate a specific landfill into which waste collected within the City will be deposited; and F. The City Council has determined that the grant of an exclusive agreement for disposal of waste collected within the City into Chicago Grade Landfill is in the public interest. NOW, THEREFORE, CITY AND CHICAGO GRADE DO HEREBY AGREE AS FOLLOWS: SECTION 1. DESIGNATION OF THE CHICAGO GRADE LANDFILL AS EXCLUSIVE LOCATION FOR THE DISPOSAL OF SOLID WASTE COLLECTED BY CITY'S FRANCHISED WASTE HAULER Pursuant to Section 13(H) of its Solid Waste Collection Franchise Agreement, City designates the Chicago Grade Landfill as the exclusive location for the disposal of compacted solid waste collected within the City of Atascadero by its franchised waste hauler. As used herein, compacted solid waste shall mean solid waste which is delivered to the landfill in compactor trucks. During the term of this Agreement, City shall not designate or approve the disposal of such solid waste as any other landfill. SECTION 2. TERM OF AGREEMENT Subject to Section 12 of this Agreement, the term of this Agreement shall be from July 1, 2003, to June 30, 2011, inclusive. In the event this Agreement is terminated earlier than June 30, 2011, the status of Chicago Grade Landfill as the exclusive disposal site for compacted solid waste kept, accumulated or generated in the City ofAtascadero granted hereby shall terminate as of the date of termination of the Agreement. Agreement for Exclusive Depositing of City Waste Collections into Chicago Grade Landfill B/w City of Atascadero and Chicago Grade Landfill Pace 7 nf 23 `ftw SECTION 3. DEFINITIONS Unless otherwise defined, or if the use or context clearly requires a different definition, all words, terms and phrases in this Agreement and the derivations thereof shall have the meanings set forth in Section 6-4.01 of the Atascadero Municipal Code. SECTION 4. CHARGES AND FEES A. During the term of this Agreement, Chicago Grade shall charge City and City's franchised waste hauler for accepting for disposal in the Chicago Grade Landfill compacted solid waste kept, accumulated, or generated in the City of Atascadero. Charges shall be in the following amounts: 1. During the term of this Agreement, Chicago Grade shall charge a maximum of Thirty-Nine Dollars and Ninety Cents ($39.90) per ton of solid waste kept, accumulated, or generated in the City of Atascadero that Chicago Grade accepts from City's franchised waste hauler for disposal in the Chicago Grade Landfill. 2. In the event Chicago Grade shall reduce its landfill disposal charges below Thirty-Nine Dollars and Ninety Cents ($39.90) per ton to any customer depositing solid waste at Chicago Grade Landfill, Chicago Grade shall at the same time reduce its landfill disposal charge in a like amount for the solid waste kept, accumulated, or generated in the City of Atascadero that Chicago Grade accepts for disposal in its landfill. B. During the term of this Agreement, Chicago Grade shall pay to City fees for the privilege of accepting for disposal in its landfill compacted solid waste kept, accumulated, or generated in the City of Atascadero and delivered to the landfill by City's franchised waste hauler. Fees shall be in the following amounts: Agreement for Exclusive Depositing of City Waste Collections into Chicago Grade Landfill B/w City of Atascadero and Chicago Grade Landfill Pa aP I of II 1. Chicago Grade shall pay to the City not less than One Dollar and No Cent ($1.00)per ton of compacted solid waste kept, accumulated, or generated in the City of Atascadero that Chicago Grade accepts for disposal from City's franchised waste hauler at the Chicago Grade Landfill. The fee shall increase in an amount equal to any decrease below Thirty-Nine Dollars and Ninety Cents ($39.90) per ton of compacted waste in landfill disposal charges levied by Chicago Grade for any customer depositing solid waste at Chicago Grade Landfill. For example, in the event Chicago Grade reduces its landfill disposal charges to a specific customer to Thirty-Eight Dollars and No Cents ($38.00) per ton, Chicago Grade shall increase the fees paid to City by One Dollar and Ninety Cents ($1.90) per ton to a total of Two Dollars and Ninety Cents ($2.90) per ton, in addition to reducing the rate for solid waste kept, accumulated, or generated in the City of Atascadero as set forth above in Section 4(A)(2). 2. Fee payments shall be paid quarterly and shall be computed and paid on the basis of tonnage of solid waste kept, accumulated, or generated in the City of Atascadero that Chicago Grade accepts for disposal at the Chicago Grade Landfill. 3. Chicago Grade shall transmit all required fees to: Administrative Services Director City of Atascadero 6500 Palma Avenue Atascadero, California 93422 C. Fees shall be due and payable on the twentieth (20th) day of the month following the end of each quarter. If fees are not paid by Chicago Grade when due, then in addition to the fees, Chicago Grade shall pay a late payment penalty in an amount equal to ten percent (10)of the fee that was not timely paid by Chicago Grade. If Chicago Agreement for Exclusive Depositing of City Waste Collections into Chicago Grade Landfill B/w City of Atascadero and Chicago Grade Landfill Page 4 of 23 ftw *40 Grade fails to pay delinquent fees within thirty (30) days of the date due, Chicago Grade shall pay a second late payment penalty in an amount equal ten percent (10) of the fee outstanding after such thirty day period. The second late payment penalty shall be in addition to the first late payment penalty. In addition, Chicago Grade shall pay interest on all unpaid fees at the rate often percent (10) per annum or the legal rate allowed, whichever is less, from the date the fees were due and payable to the date actually paid. D. If Chicago Grade remits fees by personal delivery to City, such fees shall be deemed timely paid only if delivered on or before the due date. If Chicago Grade remits fees by mail or other delivery service, such fees shall be deemed timely only if(1) the envelope containing the fee payment bears a postmark or receipt showing that the payment was mailed or sent on or before the due date or(2)Chicago Grade submits proof satisfactory to the Administrative Services Director that the fee payment was in fact deposited in the mail or sent on or before the due date. E. In the event Chicago Grade believes that it has paid fees in excess of the fees due to City, Chicago Grade may submit a request for refund to the Administrative Services Director on a form provided by the Director. If proof of overpayment is satisfactory to the Director, the Director shall refund to Chicago Grade any overpayment. Chicago Grade shall not apply any overpayment as a credit against any other amounts payable to City unless specifically so authorized by the Administrative Services Director in writing. SECTION 5. DISPOSAL OF SOLID WASTE A. Chicago Grade shall accept disposal of all solid waste collected or transported by City's franchised waste hauler to Chicago Grade Landfill. Chicago Grade Agreement for Exclusive Depositing of City Waste Collections into Chicago Grade Landfill B/w City of Atascadero and Chicago Grade Landfill Paee 5 of 23 ow 'err✓ shall, during the term of this Agreement, maintain sufficient landfill capacity to accept disposal of all solid waste collected or transported by City's franchised waste hauler to Chicago Grade landfill. B. During the term of this Agreement, City shall direct all franchised waste haulers permitted to collect solid waste within City to deliver such solid waste to Chicago Grade Landfill. City shall not, during the term of this Agreement, direct that solid waste hauled pursuant to the City's franchise agreement be delivered to a disposal site other than Chicago Grade Landfill. In the event City is currently party to a contract with a contractor to collect and dispose of solid waste kept, accumulated or generated within City, City shall endeavor to immediately amend such contract to specify that the contractor shall deliver solid waste collected under such contract to Chicago Grade Landfill for disposal. C. During the term of this Agreement, Chicago Grade shall accept disposal of all non-hazardous "sludge" generated by City at the disposal rate of$14.00 per ton. SECTION 6. REPORTS A. Chicago Grade shall submit to City quarterly reports stating the total amount of solid waste that Chicago Grade accepted for disposal from within the City during the reportable quarter; the total weight (in tons) of all other solid waste accepted by Chicago Grade during the reportable quarter; and the total weight and the weight by material category (in tons) of solid waste accepted by Chicago Grade during the reportable quarter. Such quarterly reports shall be prepared in the form required by the City Engineer. Each quarterly report shall be submitted on or before the 15th day of the Agreement for Exclusive Depositing of City Waste Collections into Chicago Grade Landfill B/w City of Atascadero and Chicago Grade Landfill Pave 6 of 71 `"W month following the end of the quarter (i.e. report due April 15 for first quarter of the year) and submitted to: City Engineer City of Atascadero 6500 Palma Avenue Atascadero, California 93422 B. If the report required under subsection A is not filed by the due date specified above, the report shall be deemed delinquent. If the report remains delinquent for more than five (5) days after Chicago Grade's receipt of a written notice from City, Chicago Grade shall pay to City a delinquent report charge in the amount of One Hundred Dollars ($100). If the report remains delinquent for more than forty-five (45) days, Chicago Grade shall pay to City a delinquent report charge in the amount of Five Hundred Dollars ($500). Such delinquent report charges shall be in addition to any fees or other charges payable by Chicago Grade under this Agreement. SECTION 7. CHICAGO GRADE'S RECORDS A. Chicago Grade shall keep and maintain books of account, income statements and supporting documents of all business transactions conducted by Chicago Grade in connection with the solid waste landfill disposal services of Chicago Grade under this Agreement. Such records shall be kept at Chicago Grade's place of business. B. The books of account, income statements and supporting documents shall be made available to City at Chicago Grade's place of business during normal business hours upon request or demand of the City Manager, City Engineer, or other City officer, employee or consultant authorized by any of these officers. The purpose of such inspection and/or audit shall be for verification of the fees paid by Chicago Grade under Agreement for Exclusive Depositing of City Waste Collections into Chicago Grade Landfill B/w City of Atascadero and Chicago Grade Landfill Pave 7 of 71 this Agreement, the accuracy thereof, charges made to others for disposal at the Chicago Grade Landfill and for verification of the amounts of solid waste reported by Chicago Grade pursuant to this Agreement. To the extent authorized by law, Chicago Grade's books of account, incomes statements and other documents accessed by City shall be kept confidential. C. Chicago Grade shall reimburse City for City's costs in performance of an audit if, as a result of the audit it is determined: 1. There was any intentional misrepresentation by Chicago Grade with respect to the amount of fees due to the City; or 2. There is a one thousand dollars ($1,000.00) or greater discrepancy in the amount of fees due to the City. Such reimbursement shall be paid by Chicago Grade WITHIN THIRTY (30) days of the date City notifies Chicago Grade in writing of the amount of City's costs. SECTION 8. INSURANCE REQUIREMENTS Without limiting the indemnification provided in Section 9, Chicago Grade shall obtain and shall maintain throughout the term of this Agreement, at Chicago Grade's sole cost and expense, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the solid waste disposal services provided under this Agreement by Chicago Grade, its agents, representatives, employees or contractors. A. Minimum Scope and Limits of Insurance. Agreement for Exclusive Depositing of City Waste Collections into Chicago Grade Landfill B/w City of Atascadero and Chicago Grade Landfill Paye 8 of 23 Chicago Grade shall maintain at least the following minimum insurance coverages: 1. Commercial General Liability: $1,000,000 combined single limit per occurrence for bodily injury, personal injury, and property damage. The Commercial General Liability insurance limit shall apply separately to this Agreement or the general aggregate limit shall be twice the required occurrence limit. The Commercial General Liability insurance shall be written on a "claims made" basis. Following the expiration or termination of this Agreement, Chicago Grade shall include City as an additional insured under the policy for three (3)years to protect City from claims filed after said expiration or termination. In the event that the Chicago Grade Landfill closes during said 3-year period, Chicago Grade shall obtain "tail coverage" protecting City from said claims. 2. Pollution Legal Liability: $10,000,000 per occurrence on a claims made basis for pollution releases. Following the expiration or termination of this Agreement, Chicago Grade shall include City as an additional insured under the policy for three (3)years to protect City from claims filed after said expiration or termination. In the event that the Chicago Grade Landfill closes during said 3-year period, Chicago Grade shall obtain "tail coverage" protecting City from said claims. 3. Automobile Liability: $1,000,000 combined single limit per occurrence for bodily injury and property damage, and shall include sudden and accidental coverage. Agreement for Exclusive Depositing of City Waste Collections into Chicago Grade Landfill B/w City of Atascadero and Chicago Grade Landfill Page 9 of 23 400 iv� 4. Workers' Compensation and Employers Liability: Workers' Compensation statutory limits as required by the California Labor Code and Employers Liability limits of$1,000,000 per accident. B. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City either: 1. Tthe insurer shall reduce or eliminate such deductibles or self- insured retentions as respects City, its officers, employees, agents and contractors; or 2. Chicago Grade shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses in an amount specified by City. C. Endorsements. The required insurance policies are to contain, or be endorsed to contain, the following provisions: 1. General Liability and Automobile Liability Coverages. a. The City of Atascadero, its officers, elected officials, employees, agents and contractors are to be covered as an additional insured as respects: liability arising out of activities performed by, or on behalf of Chicago Grade; products and completed operations of Chicago Grade; premises owned, leased or used by Chicago Grade; and automobiles owned, leased, hired or borrowed by Chicago Grade. The Agreement for Exclusive Depositing of City Waste Collections into Chicago Grade Landfill B/w City of Atascadero and Chicago Grade Landfill Pipe 10 of 73 1#00 "MW coverage shall contain no special limitations on the scope of protection afforded to City, its officers, elected officials, employees and agents and contractors. b. Chicago Grade's insurance coverage shall be primary insurance as respects City, its officers, elected officials, employees, agents and contractors. Any insurance or self-insurance maintained by City, its officers, elected officials, employees, agents or contractors shall be excess of Chicago Grade's insurance and shall not contribute with it. C. Coverage shall state that Chicago Grade's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 2. All Coverages Each insurance policy required by this Agreement shall be endorsed to state that coverage shall not be suspended, voided, canceled, or reduced in limits except after thirty (3 0) days' prior written notice has been given to the City. D. Placement of Insurance. Insurance shall be placed with an insurance company certified to do business in the State of California, with Best's rating A-VII or better. E. Proof of Insurance. Chicago Grade shall furnish City with certificates of insurance and with original endorsements affecting coverage required by this Agreement. The certificates and Agreement for Exclusive Depositing of City Waste Collections into Chicago Grade Landfill B/w City of Atascadero and Chicago Grade Landfill Paye 11 of 21 AW *AW endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. Proof of insurance shall be mailed or personally delivered to the following address or to such other address as may be directed in writing by the City: City Engineer City of Atascadero 6500 Palma Avenue Atascadero, California 93422 F. Subcontractors. Chicago Grade shall include all subcontractors as insureds under Chicago Grade's policies or shall obtain separate certificates and endorsements for each subcontractor. G. Failure to Provide Insurance. Chicago Grade agrees that if any policy of insurance required by this Agreement is not maintained in full force and effect, the City Manager may, in his sole discretion, suspend this Agreement, immediately, until such time as the required insurance is in effect and the required certificates and endorsements are delivered to the City. SECTION 9. INDEMNIFICATION Chicago Grade, as a condition of this Agreement, shall indemnify the City as follows: A. General Liability: Chicago Grade and its Shareholders individually shall indemnify, defend with counsel approved by City, protect and hold harmless the City, its officers, elected officials, employees and agents, with respect to any loss, liability, injury or damage that arises out of, or is in any way related to, the acts or omissions of Chicago Agreement for Exclusive Depositing of City Waste Collections into Chicago Grade Landfill B/w City of Atascadero and Chicago Grade Landfill PaaP I?of?3 Naw `"40" Grade, its employees, officers and agents in the performance of any activity, function or duty authorized by, or required under the terms of, this Agreement, or that arises out of, or is in any way related to Chicago Grade's operation of its Chicago Grade Landfill, except Chicago Grade shall not be required to indemnify City in connection with the sole negligence or willful acts or omissions of the City, its officers, elected officials, agents or employees. B. Hazardous Substances Indemnification: Chicago Grade and its Shareholders individually shall indemnify, defend with counsel approved by City, protect and hold harmless City, its officers, elected officials, employees, agents, assigns, and any successor or successors to City's interest from and against all claims, actual damages including, but not limited to, special and consequential damages, natural resource damage, punitive damages, injuries, costs, response, remediation, and removal costs, losses, demands, debts, liens, liabilities, causes of action, suits, legal or administrative proceedings, interest, fines, charges, penalties and expenses, 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, elected officials, employees, agents or Chicago Grade arising from or attributable to Chicago Grade's activities under this Agreement, or that arises out of, or is in any way related to Chicago Grade's operation of its Chicago Grade Landfill, concerning any hazardous substances or hazardous waste at any place where Chicago Grade stores or disposes of solid or hazardous waste pursuant to this Agreement, or preceding agreements between City and Chicago Grade. The foregoing indemnity is intended to operate as an agreement pursuant to the Comprehensive Environmental Agreement for Exclusive Depositing of City Waste Collections into Chicago Grade Landfill B/w City of Atascadero and Chicago Grade Landfill Paav 11 of 7'i IWAW *4910 Response, Compensation and Liability Act 42 U.S.C. Section 9607(e) and any amendments thereto; California Health and Safety Code Section 25364, to insure, protect, hold harmless, and indemnify City from liability. C. City agrees to give notice to Chicago Grade when the City receives a claim for damages or other liability for which Chicago Grade has provided indemnification under this Section. SECTION 10. COMPLIANCE WITH LAW A. Chicago Grade shall perform all solid waste services under this Agreement in accordance with applicable federal, state, and local law, and in accordance with the terms and conditions of this Agreement. B. Over the course of the term of this Agreement, Chicago Grade and City agree that the City's ordinances may be amended as necessary to permit the City to comply with changes to federal, state, and local legislative regulatory requirements, which may affect or alter City's solid waste handling obligations or requirements for solid waste management. Chicago Grade agrees to comply with any such amendment of the City's ordinances. SECTION 11. PERMITS AND LICENSES Chicago Grade shall obtain and maintain, at Chicago Grade's sole cost and expense, all permits and licenses applicable to Chicago Grade's operations under the Agreement which are required of Chicago Grade by any governmental agency. SECTION 12. TERMINATION A. Upon an Event of Default by Chicago Grade, the City shall have the right to terminate this Agreement. City shall provide written notice of termination setting forth Agreement for Exclusive Depositing of City Waste Collections into Chicago Grade Landfill B/w City of Atascadero and Chicago Grade Landfill PAPP. 14 of 71 vw with specificity the event of default upon which the termination is based. The termination shall become effective within ten (10) days of Chicago Grade's receipt of notice unless within said period it serves on City a written demand for binding arbitration as provided in Section 13 herein. As used herein, an "Event of Default" includes the following events: 1. Chicago Grade fails to perform its obligations under this Agreement, or any present or future supplement or amendment to this Agreement, and fails to cure such breach within thirty (30) days of receiving notice from the City specifying the breach; 2. Any representation or disclosure made to City by Chicago Grade in connection with or as an inducement to entering into this Agreement or any future amendment to this Agreement, which proves to be false or misleading in any material respect as of the time such representation or disclosure is made, whether or not any such representation or disclosure appears as part of this Agreement; 3. The County of San Luis Obispo revokes or otherwise terminates Chicago Grade's permit to operate a sanitary landfill; 4. There is any termination or suspension of the transaction of business by Chicago Grade, including without limit, due to labor unrest including strike, work stoppage or slowdown, sickout, picketing, or other concerted job action lasting more than two(2) days; 5. Chicago Grade files a voluntary petition for debt relief under any applicable bankruptcy, insolvency, debtor relief, or other similar law now or hereafter in effect, or shall consent to the appointment of or taking of possession by a receiver, Agreement for Exclusive Depositing of City Waste Collections into Chicago Grade Landfill B/w City of Atascadero and Chicago Grade Landfill page 15 of 23 *caw *W liquidator, assignee, trustee, custodian, sequestrator(or similar official) of Chicago Grade for any part of Chicago Grade's operating assets or any substantial part of Chicago Grade's property, or shall make any general assignment for the benefit of Chicago Grade's creditors, or shall fail generally to pay Chicago Grade's debts as they become due or shall take any action in furtherance of any of the foregoing; 6. A court having jurisdiction shall enter a decree or order for relief in respect of the Chicago Grade, in any involuntary case brought under any bankruptcy, insolvency, debtor relief, or similar law now or hereafter in effect, or Chicago Grade shall consent to or shall fail 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 the Chicago Grade or for any part of Chicago Grade's operating equipment or assets, or orders the winding up or liquidation of the affairs of Chicago Grade. B. In the event the Agreement is terminated pursuant to Subsection A above or the term of this Agreement expires: 1. Chicago Grade shall remain liable to City for any and all fees that would otherwise be payable by Chicago Grade, for any and all late payment charges and interest assessed pursuant to Section 4 of this Agreement, and for any and all delinquent report charges assessed pursuant to Section 6 of this Agreement. 2. Chicago Grade shall have a continuing obligation to submit to City all reports required by Section 6 of this Agreement which relate to the acceptance of solid Agreement for Exclusive Depositing of City Waste Collections into Chicago Grade Landfill B/w City of Atascadero and Chicago Grade Landfill Page 16 of 23 waste kept, accumulated or generated in the City ofAtascadero by Chicago Grade up to and including the date of termination, suspension, or expiration. 3. Chicago Grade agrees to continue to provide the indemnification required in this Agreement after its suspension or termination. Such indemnification includes, but is not limited to,the hazardous materials indemnification in Section 9. SECTION 13. ARBITRATION A. In the event any dispute shall arise relating to this Agreement or its interpretation, any performance required hereunder, or any breach thereof, such dispute shall be resolved by arbitration conducted in San Luis Obispo County, California. To the extent not otherwise provided for herein, the arbitration proceedings shall be conducted by the American Arbitration Association and be governed by the Commercial Arbitration Rules of the American Arbitration Association, including but not limited to the Expedited Procedures under the Commercial Arbitration Rules. 1. The arbitration shall be conducted by an arbitrator who shall be qualified in the areas under dispute, and shall be commenced by the party demanding the arbitration by serving written demand therefor upon the other party to this Agreement. 2. The arbitrator shall schedule a hearing of the controversy not later than thirty (30) days after his or her appointment. The arbitrator shall have the authority to extend the 30-day period for good cause upon application of one of the parties to the arbitration. Upon determination of the hearing date, the arbitrator shall cause written notice to be served forthwith upon the parties. Agreement for Exclusive Depositing of City Waste Collections into Chicago Grade Landfill B/w City of Atascadero and Chicago Grade Landfill Paye 17 of 23 `err err+' 3. The arbitrator shall announce his or her decision in writing not less than thirty (30) days after the matter has been submitted. The decision shall briefly set forth the basis for the decision and a copy of the written decision shall be served forthwith upon all parties. 4. Except as otherwise provided by California law, the decision of the arbitrator shall be final and binding upon all parties to the dispute; provided, however, that if any party threatens to engage in any conduct before the arbitration can be initiated and/or concluded, which conduct would cause an interruption in the disposal at the Chicago Grade Landfill of any compacted solid waste collected within the City of Atascadero by its franchised waste hauler as provided under this Agreement, then any party shall have the right to seek injunctive relief in the California Superior Court, which injunctive relief, if granted, shall terminate when the arbitrator's decision is issued. 5. The expense of the arbitration shall be assessed against the parties as determined by the arbitrator. SECTION 14. ATTORNEYS' FEES In the event that it is necessary for the parties hereto to institute legal action or arbitration in connection with this Agreement, the prevailing party or parties shall be entitled to cost of suit, including reasonable attorneys' fees. Any such litigation or arbitration shall be commenced and maintained in San Luis Obispo County, California. SECTION 15. ASSIGNMENT Chicago Grade shall not assign, sell, subcontract,transfer or otherwise delegate its authority to perform any obligations under the Agreement without prior express written Agreement for Exclusive Depositing of City Waste Collections into Chicago Grade Landfill B/w City of Atascadero and Chicago Grade Landfill Pa Pe. 19 of 71 low `400 consent of the City Council, which consent shall not be unreasonably withheld. This prohibition includes any transfer of ownership or control of Chicago Grade, or the conveyance of a majority of Chicago Grade's stock to a new controlling interest. In the event City authorizes Chicago Grade to assign, sell, subcontract, transfer or otherwise delegate its authority to perform any obligations under the Agreement, the provisions of this Agreement shall inure to the benefit of and be binding on the successors and permitted assigns of the parties. SECTION 14. MISCELLANEOUS PROVISIONS A. Notices. Except as otherwise provided in this Agreement, all notices required by this Agreement shall be given by personal service or by deposit in the United States mail, postage prepaid and return receipt requested, addressed to the parties as follows: To: Steven B. Kahn Director of Public Works City of Atascadero 6500 Palma Avenue Atascadero, California 93422 To: Chicago Grade Landfill, Inc. Attn: Mike Hoover, President 2290 Homestead Road Templeton, California 93465 Notice shall be deemed effective on the date personally served or, if mailed, three days after the date deposited in the mails. B. Amendments. This Agreement supersedes all prior agreements and understandings between the parties and may not be modified or terminated orally, and no modification, termination or attempted waiver of any of the provisions hereof shall be Agreement for Exclusive Depositing of City Waste Collections into Chicago Grade Landfill B/w City of Atascadero and Chicago Grade Landfill PaQP 19 of lZ orf 1%W binding unless in writing and signed by the party against whom the same is sought to be enforced. C. Applicable Law. This Agreement and the transactions herein contemplated shall be construed in accordance with an governed by the applicable laws of the State of California and of the United States. D. Authority. The parties signing below represent and warrant that they have the requisite authority to bind the entities on whose behalf they are signing. E. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions shall not be affected unless their enforcement under the circumstances would be unreasonable, inequitable or would otherwise frustrate the purposes of this Agreement. F. Waiver. The waiver by either party of any breach or violation of any provisions of this Agreement shall not be deemed to be a waiver of any breach or violation of any other provision nor of any subsequent breach of violation of the same or 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. G. Counterparts. This Agreement may be executed in counterparts each of which shall be considered an original. Agreement for Exclusive Depositing of City Waste Collections into Chicago Grade Landfill B/w City of Atascadero and Chicago Grade Landfill page 20 of 23 *4w `err' H. Section Headings. The section headings in this Agreement are for convenience of reference only and are not intended to be used in the construction of this Agreement nor to alter or affect any of its provisions. I. Interpretation. This Agreement shall be interpreted and construed reasonably and neither for nor against either party, regardless of the degree to which either party participated in its drafting. J. Entire Agreement. This Agreement represents the full and entire Agreement between the parties with respect to the matters covered herein. WITNESS THE EXECUTION OF THIS AGREEMENT ON THE DATE WRITTEN BELOW EACH SIGNATURE: [Signature begin on following page} Agreement for Exclusive Depositing of City Waste Collections into Chicago Grade Landfill B/w City of Atascadero and Chicago Grade Landfill p,aP l l of l Z "CITY" CITY OF ATASCADERO, a Municipal Corporation ATTEST ARCIA TORGERSO AYOR CITY CLERK DATE: -z2 — APPROVED AS TO FORM: *ROYEY6'r CHICAGO GRADE LANDFILL, INC. a California corporation BY:�q-y` ��` NAME: rn t z V,,w,i i�-, V\c � Title: DATE: [Signatures continue on next page] Agreement for Exclusive Depositing of City Waste Collections into Chicago Grade Landfill B/w City of Atascadero and Chicago Grade Landfill Page 22 of 23 SHAREHOLDERS, CHICAGO GRADE LANDFILL, INC. BY: S -- NAME: rp, ` -Xe, -- Title: DATE: l BY: I�L NAME. Ct.ai5 QaLoKe►ti Title: S kart ko ldcr DATE: ( D/; J o3 BY: ✓ Ovu�`-�_ NAME: ° f1�2 SG r )c: Title: a DATE: BY: a NAME: G✓(f tv H (IJAM �,d da® Title: A4-5 DATE: J 0 - t - Agreement for Exclusive Depositing of City Waste Collections into Chicago Grade Landfill B/w City of Atascadero and Chicago Grade Landfill Page 23 of 73