HomeMy WebLinkAbout2000-019 Chicago Grade Landfill CITY OF ATASCADERO
CONTRACT#
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;
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
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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,
2000, to June 30, 2005, inclusive. In the event this Agreement is terminated earlier than June 30,
2005, the status of Chicago Grade Landfill as the exclusive disposal site for compacted solid
waste kept, accumulated or generated in the City of Atascadero granted hereby shall terminate as
of the date of termination of the Agreement.
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.
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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:
1. Chicago Grade shall pay to the City not less than One Dollar and No Cents
($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-
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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 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 of ten percent (10%) per annum or
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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 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
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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 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
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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 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.
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NOW
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.
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
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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.
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. the 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.
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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 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 (30) days' prior
written notice has been given to the City.
D. Placement of Insurance.
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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 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:
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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 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
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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 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
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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 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
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effect, or shall consent to the appointment of or taking of possession by a receiver,
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 waste
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kept, accumulated or generated in the City of Atascadero 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.
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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 consent
of the City Council, which consent shall not be unreasonably withheld. This prohibition includes
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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 binding unless in writing
and signed by the party against whom the same is sought to be enforced.
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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.
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.
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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}
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"CITY"
CITY OF ATASCADERO, a Municipal
Corporation
ATTEST
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MARCIA TORG SON, RAY JO S N, MAY R
CITY CLERK
DATE:
APPROVED AS TO FORM:
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Cit ttorney
"CHICAGO GRADE LANDFILL, INC.",
a California corporation
NAME: ,tn► � �, �;k�c�, .:�'
Title: j>r_,, nl�
Date: -71 to/00
[Signatures continue on next page]
SHAREHOLDERS, CHICAGO GRADE
LANDFILL, INC.
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City of Atascadero
,,;Contract # 97037
AGREEMENT FOR BIOSOLIDS MANAGEMENT
AND DISPOSAUREUSE SERVICES
This agreement is made between:
The City of Atascadero hereinafter referred to as the"City",
AND
Chicago Grade Landfill, a Corporation registered to do business in the
State of California,hereinafter referred to as"Contractor".
The Contractor agrees to provide biosolids management and disposal/reuse services for the City of
Atascadero's Wastewater Treatment Facility located in the City of Atascadero, California. The City is
currently stockpiling biosolids at its wastewater treatment facility.
The intent of this agreement is for the contractor to provide an absolutely reliable biosolids removal
service within the specified time period. The contractor shall provide all services related to
transportation, disposal/reuse, permitting and monitoring of the City's wastewater biosolids and the site
of application in accordance with all applicable Local, State and Federal requirements. The following
specific items are a part of the agreement.
1. VOLUME OF BIOSOLIDS
Contractor agrees to accept and remove the entire quantity of biosolids currently
stockpiled at the City's wastewater treatment facility, approximately 1,000 cubic yards,
dewatered to at least 50% solids.
2. PERMITS
The contractor agrees to provide the City with copies of all required regulatory permits
for hauling and disposayreuse of the entire quantity of biosolids as specified in item 1
above. The contractor agrees to pay all fees associated with permitting.
3. MONITORING AND REPORTING
The contractor agrees to provide all required monitoring and reporting imposed by all
regulatory agencies having jurisdiction over the contractor's disposal/reuse operations,
and shall provide the City with copies of all reports involving the City's biosolids. In
addition the contractor agrees to provide the City with a document for each load of
biosolids received from the City which is to include the date, time, driver, destination
and certified weight ticket.
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4. ENVIRONMENTAL
The contractor agrees to provide all necessary capital improvements and operating
expenses needed at the disposal/reuse site to protect surface and groundwaters and to
protect air resources per the requirements of the responsible regulatory agencies. The
contractor also agrees to design and operate the hauling and disposal/reuse program
for the City's biosolids in full compliance with all Federal, State and Local
environmental requirements. The contractor shall provide covers for the trailers to
prevent any loss of biosolids while being transported from the wastewater treatment
facility to the final point of application.
5. QUALITY OF BIOSOLIDS
The City shall be responsible for providing a biosolid of a quality which does not
exceed the ceiling concentrations for pollutants listed in CFR 503.13 Table 1 and which
conforms to CFR 503.32 (bx4), Class B Sewage Sludge, by using CFR 503, PSRP
method A.2. of Appendix B. In the event that, for any reason the material supplied by
the City is not acceptable under State and Federal guidelines, the sludge will be
stockpiled at the wastewater treatment facility and the City shall be responsible for the
classification of the waste and its subsequent disposal.
The City shall be responsible for providing testing of the biosolids in accordance with
the provisions of the City's State waste discharge permit. The current requirement for
sludge monitoring is once annually. The City shall maintain and make available to the
contractor all documentation related to the quality and treatment process for the
biosolids to be hauled by the contractor.
6. BIOSOLID LOADING
The contractor shall provide sufficient trailers, loaders and equipment operators to
remove the currently stockpiled biosolids within a one(1)year time frame. Contractor
will be responsible for loading all biosolids currently stockpiled at the wastewater
treatment facility.
7. LOAD WEIGHT
The contractor shall be responsible for insuring that each trailer is loaded to the proper
weight for hauling the biosolids currently stockpiled at the City s facility.
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8. LICENSING
The contractor shall be responsible for insuring that all equipment utilized in connection
with this contract shall be fully licensed to operate in the State of California and all
public highway drivers and operators of such equipment shall be fully licensed by the
State of California Department of Motor Vehicles.
9. INSURANCE
The contractor shall secure and maintain in force throughout the duration of the
contract full vehicle insurance for all equipment, workers compensation insurance as
required by law, comprehensive general liability insurance with a minimum coverage of
$500,000 per occurrence and $1,000,000 aggregate for personal injury, and $500,000
per occurrencelaggregate for property damage.
10. PROJECT STARTUP
The contractor shall provide the City with a schedule for removal of the biosolids
which will insure that all currently stockpiled biosolids are removed by June 30, 1998.
11. SITE INSPECTION
The contractor shall provide access to the disposal/reuse site to city representatives
upon request of the City.
12. DISPOSAL SITE AND OPERATIONS
The contractor shall provide sufficient facilities (land) to accommodate 150 percent of
the total anticipated amount of the biosolids to be disposed/reused during the contract
period. The contractor shall also be responsible for furnishing all equipment, labor and
materials required for the contractor's disposal/reuse operations.
13. AGREEMENT TERM
All currently stockpiled biosolids shall be removed by June 30, 1998.
14. PAYMENT
The contractor shall be paid by the City for completed work and services rendered
under this agreement as follows:
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A Payment shall be made on a basis of$ 17 per ton of biosolids hauled
from the City's facility.
B. The contractor may submit vouchers to the City once per month during
the progress of the work. Such vouchers will be checked by the City
and upon approval thereof payment will be made to the contractor in
the amount approved.
C. Payment of any balance due the contractor of the total contract price
earned will be made promptly upon verification by the City of
satisfactory completion of the work contracted under this agreement.
D. Payment as provided in this section shall be full compensation for work
performed, services rendered and for all materials, supplies, equipment
and incidentals necessary to complete the work.
E. The contractor's records and accounts pertaining to this agreement are
to be kept available for inspection by representatives of the City and
State for a period of three (3) years after final payments. Copies shall
be made available upon request.
15. COMPLIANCE WITH LAWS
The contractor shall, in performing the services contemplated by this agreement,
faithfully observe and comply with all Federal, State, and Local laws, ordinances and
regulations applicable to the services to be rendered under this agreement.
16. INDEMNIFICATION
The contractor shall indemnify, defend and hold harmless the City, its officers, agents
and employees, from and against any and all claims, losses of liability, or any portion
thereof; including attorneys fees and costs, arising from injury or death to persons,
including injuries, sickness, disease or death to contractors own employees, or damage
to property occasioned by a negligent act, omission or failure of the contractor.
17. DISCRRVU NATION PROHIBITED
The contractor, with regard to the work performed under this agreement, will not
discriminate on the basis of race, color, national origin, religion, creed, age, sex, or the
presence of any physical or sensory handicap in the selection and retention of
employees or procurement of materials or supplies.
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18. ASSIGNMENT
The contractor shall not sublet or assign any of the services covered by this agreement
without the express written consent of the City.
19. NON-WAIVER
Waiver by the City of any provision of this agreement or any time limitation provided
for in this agreement shall not constitute a waiver of any other provision.
20. TERMNATION
A The City reserves the right to terminate this agreement at any time by
giving ten(I o)days written notice to the contractor.
B. In the event of the death of a member, partner or officer of the
contractor, or any personnel assigned to the project, the surviving
members of the contractor hereby agree to complete the work under
the terms of this agreement,if requested to do so by the City.
This section shall not be a bar to renegotiations of this agreement
between the surviving members of the contractor and the City, if the
City so chooses.
21. NOTICES
Notices to the City of Atascadero shall be sent to the following address:
City of Atascadero
Wastewater Division
6500 Palma
Atascadero CA 93422
Notices to the contractor shall be sent to the following address:
Chicago Grade Landfill,Inc.
Route 1,Box 440
Templeton, CA 93465
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24. INTEGRATED AGREEMENT
This agreement together with attachments or addenda, represents the entire and
integrated agreement between the City and the contractor and superseded all prior
negotiations, representations, or agreements written or oral. However, the proposal
submitted by the contractor and related documents establish the background and
framework in which the contract was prepared and do set forth the expectations of
each party to the contract. This agreement may be amended only by written instrument
signed by both the City and Contractor.
DATED this day of � 1997.
CITY OF C
HONORAB YOR r JOHNSON
Attest: Approved as to Form:
Marcia M. Torgerson, City C rk R: Hanley, City Tttomey
Vr %,n lam,— o l_w 6 i1 L �>-I Lne, ,zm, � ✓y1off_
CONTRACTOR Title
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RESOLUTION NO. 88-97
RESOLUTION OF THE COUNCIL OF THE CITY OF
ATASCADERO, CALIFORNIA, AWARDING A CONTRACT TO
THE CHICAGO GRADE LANDFILL r
FOR DISPOSAL OF BIOSOLIDS
WHEREAS,the Code of Federal Regulations Section 503 stipulates a two year on-site
storage limit for biosolids; and
WHEREAS,having removed stored biosolids from the treatment facility site in 1994,the
City is now obligated to remove biosolids stored from 1995 to date; and
WHEREAS, in accordance with the City of Atascadero Public Works Bidding
Procedures, Sections Four and Five, the Chicago Grade Landfill was contacted and submitted a
proposal to load,truck, and accept approximately 1000 tons of biosolids for$17/ton.
NOW,THEREFORE,the City Council of the City of Atascadero does resole as
follows:
1. The Mayor is hereby authorized to execute an agreement with the Chicago Grade
Landfill for the disposal of biosolids from the City of Atascadero Wastewater
Treatment Facility.
2. The City Manager is hereby authorized to make minor corrections or
modifications of a mathematical or clerical nature.
3. The City Accountant is hereby authorized to release and expend funds allocated in
the FY 97/98 Budget,Account#201-30399-0430—Contracted Services, to cover
the contract price of$17/ton for a quantity of approximately 1000 tons; and issue
the necessary warrants to comply with the terms of this agreement.
On a motion by Councilmember Luna and seconded by Councilmember Lerno,the
foregoing Resolution is hereby adopted in its entirety on the following vote:
AYES: Councilmembers Lerno, Luna and Mayor Pro Tem Carden
NOES: Councilmember Clay
ABSENT: Mayor Johnson
ADOPTED: September 9, 1997
ATTEST: CI OF TASCADERO
MARCIA M. TORGER N JOF S N
City Clerk Mayor
ROVED AS FO
RqYJA HANL
City ttorney