HomeMy WebLinkAbout97-77RESOLUTION NO. 97-77
RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF UKIAH PROVIDING A COVENANT
REGARDING THE USE OF SOLID WASTE TRANSFER
STATION
WHEREAS, the closure of existing landfills necessitates that
solid waste form the County of Mendocino be exported to a remote
landfill for disposal; and
WHEREAS, the Mendocino Solid Waste Management Authority, a
joint powers authority formed by the County of Mendocino, City of
Ukiah, City of Fort Bragg, and City of Willits, has issued a
competitive Request for Proposals and conducted extensive
negotiations to obtain the lowest qualified price for solid waste
export; and
WHEREAS, the Mendocino Solid Waste Management Authority has
agreed to enter into an agreement for solid waste export entitled,
"Contract between the Mendocino Solid Waste Management Authority
and Solid Wastes Systems, Inc. ("Contractor") for Transfer Station
Construction and Ooeration and Solid Waste Transportation and
Disposal, dated M'~y 1 , 1997 ("Contract");" and
WHEREAS, the terms and conditions of the Contract that the low
cost of disposal provided for in the Contract is predicated upon
the agreement of the local government jurisdictions to take such
measures as are available to these entities to direct the solid
waste collected inside their respective jurisdictions to the
Transfer Station identified in the Contract; so
NOW, THEREFORE, BE IT RESOLVED that the City Council of the
City of Ukiah covenants that:
A. During the term of the Contract, the City of Ukiah
("Ukiah") will enforce any applicable provisions in existing and
future contracts with franchised or permitted solid waste haulers
to direct all solid waste collected within its boundaries by said
haulers to the transfer station identified in the Contract. If
necessary and upon Contractor's request, Ukiah will cooperate with
the Contractor by instituting actions for injunctive relief against
its franchised waste hauler in a court of competent jurisdiction to
enforce said provisions; provided, that the Contractor (1) fully
indemnifies and defends Ukiah against any cross-claim or
counterclaim by the waste hauler against Ukiah for money damages
arising from the contractual provision Contractor has requested
Ukiah to enforce; and (2) Contractor makes arrangements
satisfactory to Ukiah to advance all costs associated with such
enforcement action, including, but not limited to, court costs and
fees, litigation expenses, and fees of attorneys, experts,
Page 1 of 3
consultants, and investigators.
B. During the term of the Contract, Ukiah will not
participate as owner or operator of any competing large-volume
transfer stations or transfer systems for out-of-county export of
solid waste, nor will Ukiah issue requests for proposals for such
competing facilities or systems; provided, however, that nothing in
this paragraph B prevents Ukiah from entering agreements with its
franchised waste hauler for out-of-county export of Ukiah's solid
waste if there is a substantial likelihood that the transfer
station identified in the Contract will not open and operate in
accordance with the terms of the Contract by the time Ukiah's
landfill closes.
C. Provided Contractor has opened and is operating the MSWMA
transfer station in accordance with the Contract, Ukiah shall stop
receiving refuse at its landfill 1.7 years after Willits closes its
landfill, if, during that entire 1.7 year period, Ukiah receives
and is paid its gate fee for all of the solid waste currently
received and disposed of at the Willits landfill, including all of
the solid waste from the cities of Willits and Fort Bragg and from
the unincorporated areas within the County of Mendocino.
D. This Covenant is conditioned and limited by the
following:
(1) The terms of Ukiah's existing garbage franchise;
(2) The fact that existing or future federal or state judicial
or legislative actions may affect the ability of Ukiah to
direct solid waste flow, and, therefore, no warranty is made
as to the success of Ukiah's efforts to enforce contractual
provisions directing solid waste flow;
(3) This covenant is binding on Ukiah only if it is approved
in substantially this same form by the Cities of Fort Bragg
and Willits and the County of Mendocino;
(4) This Covenant is effective and binding upon the City of
Ukiah only if the aforesaid Contract goes into effect.
Page 2 of 3
21st
Approved on the
following roll call vote:
day of
May
AYES: Councilmembers Chavez, Kelly, Mastin, and Mayor Malone.
NOES: None.
ABSENT: Counci 1 membe~shiku.
ATTEST:
1997, by the
D~te:
Page 3 of 3
CONTRACT FOR TRANSFER STATION CONSTRUCTION AND
OPERATION AND SOLID WASTE TRANSPORTATION AND DISPOSAL
This Contract is made and entered into, as of the later of the dates of execution, by
and between the Mendocino Solid Waste Management Authority CMSWMA"), a
joint powers agency organized under the laws of the State of California, and Solid
Wastes Systems, Inc.( Contractor ), a California corporation, who shall
collectively be referred to as the "Parties."
RECITALS
WHEREAS, the County of Mendocino, City of Ukiah, City of Fort Bragg, and
City of Willits are each obligated to provide for reliable and economical disposal
of solid waste for their citizens; and
WHEREAS, MSWMA was formed by the County and Cities to assist them in
fulfilling their obligations regarding solid waste; and
WHEREAS, MSWMA purchased a site for future construction of a Transfer
Station in 1996, and solicited competitive proposals from private industry for
development and operation of the Transfer Station; and
WHEREAS, following competitive procurement with a widely distributed Request
for Proposals, and extensive analysis of the terms and conditions available from
different private concerns, the MSWMA Board of Directors has determined that
the public interest will be served by awarding to Contractor this Contract for
Transfer Station Construction and Operation and Solid Waste Transportation and
Disposal;
NOW, therefore, be it agreed by MSWMA and Contractor as follows:
ARTICLE 1. DEFINITIONS
For purposes of this Contract, the following terms shall be defined as:
1.01 Accept or Acceptance means acceptance of the Transfer Station in
accordance with Section 2.04.
RAIL SWS: MSWMA:
Pace 1
1.02 Acceptable Waste means all putrescible and nonputrescible solid waste
including but not limited to garbage, rubbish, refuse, paper and cardboard; plant
and grass clippings and leaves; commercial, industrial, demolition and
construction wastes; mixed wood waste; septage screenings, discarded home and
industrial appliances; vegetable or animal solids and semisolid wastes, but
excluding source separated recyclable or compostable materials intended for
diversion from solid waste disposal or those materials defined herein as
Unacceptable Waste.
1.03 Applicable Law means all law, statutes, rules, regulations, guidelines,
Permits, actions, determinations, orders, or requirements of the United States,
State of California(or any other state having jurisdiction over solid waste
transportation and disposal services), County, regional or local government
authorities, agencies, boards, commissions, courts or other bodies having
applicable jurisdiction, that from time to time apply to or govern Performance
Obligations, the transfer station, transport services, disposal services, or the
performance of the parties' respective obligations hereunder, including any of the
foregoing which concern health, safety, fire, environmental protection, labor
relations, mitigation monitoring plans, building codes, zoning, non-discrimination,
and payment of minimum wages.
1.04 Change in Law means the occurrence of any event or change in Applicable
Law as follows:
(1) the adoption, promulgation, modification, or change in judicial or
administrative interpretation occumng after the date hereof which adoption,
promulgation, codification, or change in judicial or administrative
interpretation relates to any Applicable Law, other than laws with respect
to taxes based on or measured by net income, or any unincorporated
business, payroll, franchise taxes levied by any tax board or employment
taxes; or
(2) any order or judgment of any federal, state or local court,
administrative agency or governmental.body issued after the date hereof if:
(i) such order or judgment is not also the result of the willful
misconduct or negligent action or inaction of the Party relying
thereon or of any third party for whom the Party relying thereon is
directly responsible; and
RAIL SWS: 'MSWMA: Pa~e 2
(ii) the Party relying thereon, unless excused in writing from so
doing by the other Party, shall make or have made, or' shall cause or
have caused to be made, Reasonable Business Efforts in good faith
to contest such order or judgment (it being understood that the
contesting in good faith of such an order or judgment shall not
constitute or be construed as a willful misconduct or negligent action
of such Party); or
(3) the imposition by a governmental authority or agency of any new or
different material conditions in connection with the issuance, renewal, or
modification of any Permit after the date hereof.
1.05 Construction Costs means Contractor's costs arising from the design,
engineering, permitting, site preparation, off-site improvements, construction,
paving, utilities and fixed equipment acquisition and installation for the Transfer
Station, including MSWMA land debt reimbursement in accordance with Article 4
of this Contract. Construction Costs shall not include Contractor's costs in
preparation of its proposals to MSWMA prior to execution of this Contract, or
costs of mobile equipment, office equipment, supplies, or any item which does not
constitute a fixture of the Transfer Station.
1.06 Consumer Price Index (CPI) means the Consumer Price Index for All Urban
Customers, San Francisco-Oakland-San Jose, California, All Items, as published
by the U.S. Bureau of Labor Statistics.
1.07 Contract means this Contract for Transfer Station Construction and
Operation and Solid Waste Transportation and Disposal between Contractor and
the Mendocino Solid Waste Management Authority.
1.08 Contractor means Solid Wastes Systems, Inc. Reference to "Contractor"
refers to Contractor's subcontractors as well, unless explicitly provided otherwise.
1.09 Direct Costs means the sum of (a) payroll costs directly related to the
performance, or management or supervision of any obligation pursuant to the
provisions hereof, comprised of compensation plus fringe benefits comprised of
vacation, sick leave, holidays, retirement, Workers Compensation Insurance,
federal and state unemployment taxes and all medical and health insurance
benefits, plus (b) the costs of materials, services, direct rental costs and supplies;
which Direct Costs are substantiated by (i) a certificate signed by the principal
financial officer of Contractor setting forth the amount of such cost and the reason
RAIL SWS: MSWMA: Pane 3
why such cost is properly chargeable and stating that such cost is a competitive
price, if there are competitive prices, secured in an ann's length transaction for the
services or materials supplied; and (ii) if MSWMA requests, such additional
backup, documentation to substantiate any such Direct Cost including invoices
from suppliers.
1.10 Disposal Facility means the fully-permitted solid waste landfill, approved by
MSWMA, to which Contractor will transport Acceptable Waste received at the
Transfer Station.
1.11 Franchised Waste Haulers means companies which possess a permit,
license or contract from a public agency authorizing them to collect and transport
solid waste from residences and/or businesses.
1.12 Hazardous Waste means a type of Unacceptable Waste which by reason of
its quality, concentration, composition or physical, chemical or infectious
characteristics may cause or Significantly contribute to an increase in mortality or
an increase in serious illness or pose a substantial threat or potential hazard to
human health or the environment when improperly treated, stored, transpOrted or
disposed of or otherwise mismanaged; or any waste which is def'med or regulated
as a hazardous waste, toxic waste, hazardous chemical substance or mixture, or
asbeStos under Applicable Law, excluding Recyclable Household Hazardous
Wastes but including:
(1) "Hazardous Waste" pursuant to Section 40141 of the California Public
Resources Code; regulated under Chapter 7.6 (commencing with Section
25800) of Division 20 of the California Health and Safety. Code; all
substances defined as hazardous waste, acutely hazardous waste, or
extremely hazardous waste by Sections 25110.02, 25115, and 25117 of the
California Health and Safety Code (the California Hazardous Waste
Control Act), California Health and Safety Code Section 25100 et seq., and
future amendments to or recodification of such statutes or regulations
promulgated thereunder, including 23 California Code of Regulations
Sections 2521 and 2522; and
(2) materials regulated under the Resource Conservation and Recovery. Act,
42 U.S.C. Section 6901 et seq., as amended (including, but not limited to,
amendments thereto made by the Solid Waste Disposal Act Amendments of
1980), and related federal, State and local laws and regulations;
RAIL SWS: MSWMA: Paee 4
(3) materials regulated under the Toxic Substance Control Act, 15 U.S.C.
Section 2601 et seq., as amended, and related federal, State of California,
and local laws and regulations, including the California Toxic Substances
Account Act, California Health and Safety Code Section 25300 et seq.;
(4) materials regulated under the Comprehensive Environmental Rest~onse,
Compensation and Liability Act, 42 U.S.C. 9601, et seq., as amended, and
regulations promulgated thereunder; and
(5) materials regulated under any furore additional or substitute federal,
State or local laws and regulations pertaining to the identification,
transportation, treatment, storage or disposal of toxic substances or
hazardous waste.
If two or more governmental agencies having concurrent or overlapping
jurisdiction over hazardous waste adopt conflicting definitions of "hazardous
waste", for purposes of collection, transportation, processing and/or disposal, the
broader, more restrictive defmition shall be employed for purposes of this
Contract.
1.13 Including means including without limitation.
1.14 Independent Engineer is the engineer named in Section 11.01 or thereafter'
chosen in accordance with such Section.
1.15 MSWMA means the Mendocino SOlid Waste Management Authority, a joint
powers agency organized in 1990 by the County of Mendocino, City of Ukiah,
City of Fort Bragg and City of Willits.
1.16 Operating Ratio means Contractor's costs of meeting Performance
Obligations, less landfill and processing tipping fees, divided by operating
revenues. Operating revenues include sales of recyclables collected at the Transfer
Station. Costs of operation do not include facility capital debt service. Any
related party payments included in costs of operation shail be not greater than the
existing market value for those goods or services.
1.17 Performance Obligations means each and every obligation and liability of
the Contractor hereunder, including Transfer Station design, permitting,
construction, and testing, Transfer Station operation, transportation of Acceptable
Waste, Wood Waste, Yard Waste and recyclables, disposal at a MSWMA-
RAIL SWS' MSWMA: Paee 5
approved landfill, and securing and maintaining performances bonds, insurance
.and any other performance assurances hereunder.
1.18 Permits means all federal, State, other local and any other governmental unit
pernuts, orders, licenses, approvals, authorizations, consents and entitlements of
whatever kind and however described which are required under Applicable Law to
be obtained or maintained by any person with respect to the performance of any
obligation hereunder or matters covered hereby, as renewed or amended from time
to time.
1.19 Plans and Specifications means the detailed construction drawings and
specifications for construction of the Transfer Station and site, prepared in
accordance with accepted industry practice for comparable facilities and signed
and stamped by a professional engineer and/or architect, as required by Applicable
Law.
1.20 Reasonable Business Efforts means those efforts a reasonably prudent
business person would expend under the same or similar circumstances in the
exercise of such person's business judg~nent, intending in good faith to take steps
calculated to satisfy the obligation which such person has undertaken to satisfy;
grmdd~ that such person and/or any enterprise by which such person is employed
would not incur a financial loss (other than time expended or unless otherwise
compensated for such efforts herein) by reason of having expended or expending
such efforts.
1.21 Self Haulers means persons delivering Acceptable Waste on their own
behalf, and not as a Franchised Waste Hauler.
1.22 Service Area means all of Mendocino County, LESS the County of
Mendocino Solid Waste Franchise Collection Area #4, encompassing the South
Coast (Gualala-Point Arena-Elk).
1.23 Service Fee means the charge levied on users of the transfer station to
dispose of Acceptable Waste.
1.24 site or Transfer Station Site means the parcel of land at 3401 N. State
Street, Ukiah, California, 9.3 acres in size more or less, also known as Mendocino
County Assessor's Parcel Number 169-080-01.
1.25 Ton or tonnage means a short ton of 2,000 pounds.
RAIL SWS: MSWMA: Paee 6
1.26 Transfer Station means the Transfer Station located on the Site, as described
in the Plans and Specifications, including furnishings, building, equipment,
parking, signs, fencing and landscaping.
1.27 Uncontrollable Circumstances means any act, event or condition, whether
affecting the Transfer Station or either Party or the Contractor's subcontractors,
beyond the reasonable control of such Party and not the result of willful or
negligent action or inaction of such Party (other than the contesting in good faith
or the failure in good faith to contest such action or inaction), which materially
and adversely affects the ability of either Party to perform any obligation
hereunder comprised of:
(1) an act of God, landslide, lighming, earthquake, fire, flood, (other
than reasonably anticipated weather conditions for the geographic area of
the Transfer Station, primary transpoi'tation routes,, backup transport
routes, primary Disposal Facility and backup Disposal Facility), explosion,
sabotage, acts of a public enemy, war, blockade or insurrection, riot or civil
disturbance;
(2) the failure of any appropriate federal, state, or local public agency or
private utility having operational jurisdiction in the area in which the
Transfer Station is located, to provide and maintain utilities, services, water,
sewer or power transmission lines to the Transfer Station which are
required for Transfer Station development or Transfer Station operation;
(3) a Change in Law other than (a) any Change in Law with respect to
any taxes based on or measured by net income, or any unincorporated
business, payroll, franchise or employment taxes, or (b) with respect to
MSWMA, any Change in Law adopted by the MSWMA, unless such
Change in Law is mandated by State, federal or other governmental agency
law, regulation or directive.
(4) any failure of title to the Site; any enforcement of any encumbrance
on the site or on any improvements thereon not consented to in writing by,
or arising out of any action or agreement entered into by the Party adversely
affected thereby;
(5) governmental pre-emption of materials or services in connection
with a public emergency or condemnation or other taking by eminent
domain of any portion of the Transfer Station Site. In event of any
RAIL SWS: MSWMA: Pa~,e 7
condemnation, neither party waives its fights to assert claims in such
condemnation proceedings;
(6) failure of the California Integrated Waste Management Board to
approve a Solid Waste Facilities Permit provided that Contractor submits a
complete application by August 1, 1997 and provided that the Authority to
Construct has been issued by the Mendocino Air Quality Management
District by August 1, 1997;
(7) freight embargoes, shortages of materials, labor, fixtures or equipment
(provided that Contractor furnishes proof that it has made diligent attempts
to obtain same) or delays of subcontractors due to such causes, provided
that Contractor shall within ten (10) days from the beginning of such delay
notify MSWMA in writing of the delay. MSWMA's reasonable f'mdings of
fact thereon shall be conClusive.
(8) an order of a state or federal court that prohibits MSWMA from
developing, building or operating the Transfer Station.
Uncontrollable Circumstances exclude, without limitation:
(i)
either Party's own breach of its obligations hereunder;
(ii) adverse changes in the financial
Contractor's subcontractors, or the Guarantor;
condition of either party,
(iii) the consequences of errors, neglect or omissions with respect to
Transfer Station development, transfer services, transport services or
disposal services or any other Performance Obligations on the part of the
Contractor, its employees, agents, subcontractors or affiliates, including
errors in Plans and Specifications or the operations plan or failure to
comply therewith;
(iv) the failure of the Contractor to secure patents, licenses, trademarks,
and the like necessary to meet its Performance Obligations;
(v) as to the Contractor, the failure of any Transfer Station technology to
perform in accordance with Performance Guaranties, unless caused by
Uncontrollable Circumstances; and
RAIL SWS: MSWMA: Pane 8
(vi) general economic conditions, interest or inflation rates or currency
fluctuation;
(vii) union or labor work rules, requirements or demands which have the
effect of increasing the number of employees employed by Contractor or its
subcontractors hereunder or otherwise increasing the cost or burden of the
Contractor or its subcontractors of meeting its Performance Obligations;
(viii) failure of equipment or any technology used or relied upon in
satisfaction of Performance Obligations;
(ix) any impact of prevailing wage
Contractor's Performance Obligations;
law, customs or practices on
(x) any increase for any reason in premiums charged by the Contractor's
or its subcontractors' insurers or the insurance markets generally;
(xi) any act, event or circumstance occurring outside of the United
States;
(xii) the failure of any subcontractor or supplier to furnish labor, services,
materials or equipment.
1.28 Unacceptable Waste means wastes that the Transfer Station may not receive
under this Contract, including:
(1) animal manures;
(2) friable asbestos materials that can be crumbled with pressure and are
therefore likely to emit fibers, being a naturally occumng family of
carcinogenic fibrous mineral substances, which may be a Hazardous Waste
if it contains more than one percent asbestos;
(3) ash residue from the incineration of solid wastes, including municipal
waste, infectious waste described in item (8) below, wood waste, sludge,
and aghcultural wastes described in item (1) above;
(4) auto shredder "fluff' consisting of upholstery, paint, plastics, and other
non-metallic substances which remains after the shredding of automobiles;
(5) dead animals;
(6) Hazardous Wastes, explosi-ves, ordinance, highly flammable substances
and noxious materials;
RAIL SWS: MSWMA: Paee 9
(7) industrial solid or semi-solid wastes resulting from industrial processes
and manufacturing operations, including cement kiln dust and ore process
residues;
(8) infectious wastes which have disease transmission potential and are
classified as Hazardous Wastes by the State Department of Health Services,
including pathological and surgical wastes, medical clinic wastes, wastes
from biological laboratories, syringes, needles, blades, tubings, bottles,
drags, patient care items such as linen or personal or food service items
from contaminated areas, chemicals, personal hygiene wastes, and carcasses
used for medical purposes or with known infectious diseases;
(9) liquid wastes which are not spadeable, usually containing less than fifty
percent solids, including cannery and food processing wastes, landfill
leachate and gas condensate, boiler blowdown water, grease trap pumpings,
oil and geothermal field .wastes, septic tank pumpings, rendering plant
byproducts, sewage sludge, and those liquid wastes which may be
Hazardous Wastes;
(10) radioactive wastes under Chapter 7.6 (commencing with Section
25800) of Division 20 of the State Health and Safety Code, and any waste
that contains a radioactive material, the storage or disposal of which is
subject to any other State or federal regulation;
(11) sewage sludge comprised of human (not industrial) residue, excluding
gdt or screenings, removed from a waste water treatment plant or septic
tank, whether in a dry or semidry form;
(12) special wastes designated from time to time by the California
Integrated Waste Management Board, including contaminated soil;
(13) bulky items which cannot fit within standard roll-off containers or
municipal refuse collection vehicles;
(14) concrete slab material exceeding 2 feet on a side and 6 inches thick;
(15) tree stumps exceeding 18 inches in diameter;
(16) other wastes which are prohibited as a condition of the Transfer
Station's Solid Waste Facility Permit or wastes excluded by written
agreement between Contractor and MSWMA.
1.29 Wood Waste means unpainted lumber and boards separated from mixed solid
waste.
1.30 Yard Waste means grass clippings, brush, garden trimmings, leaves and
similar natural vegetative materials separated from mixed solid waste.
ARTICLE 2. CONTRACTOR RESPONSIBILITIES
RAIL SWS: MSWMA: Pace 10
t
2.01 Facility Design, Permitting and Construction
(a) Design. A copy of preliminary Plans and Specifications is attached
hereto as Exhibit "A". Contractor shall prepare final Plans and
Specifications in compliance with Applicable Law, including Mendocino
County Building Code, with sufficient detail to secure finn construction
bids. Contractor shall submit such final Plans and Specifications to
MSWMA for review and approval on or before the date provided in Section
2.02. MSWMA may comment on such Plans and Specifications and
Contractor shall use Reasonable Business Efforts to incorporate such
comments. Any.disputes with respect to finalization and approval of the
Plans and Specifications shall be resolved by the Independent Engineer in
accordance with Section 17.03. If MSWMA, or in the evem of a dispute,
the Independent Engineer, does not approve the Plans and Specifications
within forty-five (45) days of Contractor's submission thereof to MSWMA,
then each succeeding date in Section 2.02 shall be extended one day for
each day of delay.
(b) Permitting and Construction. Contractor will design, permit,
construct, equip, start-up and test the Transfer Station on the Site in
accordance with Applicable Law and the final Plans and Specifications
approved by MSWMA in accordance with subsection (a). Contractor
intends to implemem this project utilizing a design/build process, and
incorporating into the f'mal design the input of the most qualified Class A
general construction contractor determined by the following method:
(i) Contractor will issue a Request for Qualificafions(RFQ) to
general contractors by placement at the North Coast Builder's
Exchange and in anewspaper of general circulation.
(ii) Respondents to the RFQ will indicate relevant project experience
including, but not limited to, transfer station construction projects,
similar industrial projects, experience with preengineered steel
structures including identification of manufacturers, experience with
similar construction projects in Northern California and in
Mendocino County, the estimated amount or method of computation
of the general contractor's fee, and other pertinent information to
assist in the selection process.
(iii) Contractor, subject to approval by MSWMA, will select the
most qualified general contractor with which to complete the project,
and will enter into an appropriate agreement with the selected
general contractor. Selection will be based on a combined
RAIL SWS: MSWMA: Paee 11
evaluation of contractor's fee, relevant direct experience and services
to be offered by the general contractor to assist in completion of the
final design.
(iv) Any agreement for construction services between Contractor and
the selected most highly qualified general contractor shall require
that all subcontracted components of the work be subject to
competitive bids within the trades, and the award of all contracts
between the general contractor and apparent low bidder
subcontractors shall be subject to the review and approval by the
Contractor and MSWMA.
(c) Unused Portion of Site. Any portion of the Site not designated in the
Plans and Specifications for buildings, landscape Screen, roadways,
parking, storage or other activities required by Contractor's Performance
Obligations, may be utilized by MSWMA for any purpose.
2.02 Development Schedule. Contractor will complete the following
development obligations on or before the indicated dates:
September 1, 1997: Plans and Specifications submitted to MSWMA for
approval.
June 1, 1998: Site preparation completed.
August 1, 1998: Transfer Station foundation completed.
October 1, 1998: Transfer Station building walls and roof completed.
January 1, 1999: Transfer Station construction work and equipping
completed, commence trial operations.
February 15, 1999: Achieve Acceptance by MSWMA.
2.03 Trial Operations. Following completion of Transfer Station construction,
Contractor will promptly begin trial operations to weigh, receive, crush, load and
transfer test loads of Acceptable Waste, Yard Waste, and Wood Waste to ensure
that all facilities and equipment will function properly under regular operating
conditions, and to ensure that employees are fully trained. All scales at the
Transfer Station shall be certified accurate by State inspectors prior to trial
operations. Contractor will allow all Franchised Waste Haulers to make trial runs
to familiarize their drivers with the Transfer Station. MSWMA's representative
will be notified of the schedule for all trial operations. All of the trial operations,
tests and inspections described in this section shall collectively be referred to as
the Acceptance Tests. Contractor will continue trial operations until all facilities,
equipment and employees are performing satisfactorily, and will thereupon request
Acceptance of the Transfer Station by MSWMA.
RAIL SWS: MSWMA: Pace 12
2.04 Acceptance.
(a) Upon completion of the Acceptance Tests described in Section 2.03,
Contractor will submit a report thereon, and will cooperate with MSWMA,
its designees and the Independent Engineer in inspecting the Transfer
Station and related operations. Upon notification by MSWMA that the
Transfer Station has not been constructed and equipped in accordance with
the Plans and Specifications approved by MSWMA, Contractor will remedy
such defects as soon as practicable, but in no event later than the scheduled
Acceptance Date provided in Section 2.02 and warrant'that the Transfer
Station has been completed in accordance with such Plans and
Specifications in such manner that Contractor can comply with all its
Performance Obligations.
(b) Upon demonstration to its satisfaction that (1) Contractor has passed the
Acceptance Test, (2) the Transfer Station has been constructed and
equipped in accordance with such Plans and Specifications, (3) no liens
against Contractor or the Transfer Station remain outstanding and
undischarged, (4) all permits required by Applicable Law for Contractor to
meet its Performance Obligations are secured and valid, and (5) Contractor
submits evidence satisfactory to MSWMA that all performance bonds,
insurance and guaranty required hereunder are in place, then MSWMA
shall Accept the Transfer Station. Any disputes with respect to Acceptance
shall be resolved by the Independent Engineer in accordance with Section
11.03. If MSWMA, or in event of a dispute, the Independent Engineer,
does not Accept the Transfer Station within fifteen (15) days of Contractor's
submitting evidence of compliance with such five Acceptance criteria to
MSWMA, then the scheduled Acceptance Date provided in Section 2.02
shall be extended one day for each day of delay.
2.05 Start of Operations. Following acceptance by MSWMA, Contractor will
begin full operations of the Transfer Station on the date designated by MSWMA,
which will cOrrespond to the cessation of landfill operations at the City of Ukiah's
landfill, which will occur not later than March 1, 1999.
2.06 Waste Transfer, Transportation and Disposal, Recycling. Contractor will
receive Acceptable Waste delivered to the Transfer Station during receiving hours
in accordance with Section 2.09 by Self Haulers and Franchised Waste Haulers.
Contractor will conduct buy-back, drop-off, household hazardous waste, Yard
Waste, and Wood Waste recycling and operate the reuse facility, in accordance
RAIL SWS: MSWMA: Paee 13'
with Sections 2.14-2.18, including marketing and transportation thereof, as
applicable. Contractor will transfer and transport Acceptable Waste to the
Disposal Facility. Contractor will be responsible for all activities at the Transfer
Station and associated with its Performance Obligations, including collecting
Service Fees, traffic control, inspection of solid waste, exclusion of Unacceptable
Waste, temporary storage of Hazardous Waste removed from other wastes, and
distributing informational materials supplied by MSWMA to Self Haulers.
Contractor will be responsible for any errors, deficiencies or failure of its officers,
employees, and subcontractors to fully and timely meet Performance Obligations.
2.07 Operation by Contractor. Contractor will directly operate the Transfer
Station, including solid waste crushing and loading and recycling buy-back and
drop-off services, using Contractor's own employees, unless MSWMA, at its sole
discretion, gives prior approval in writing to use of a subcontractor for those
senrices, which approval shall not be unreasonably withheld.
2.08 Operational Standards Contractor will:
(a) Remove all Acceptable Waste from the tipping floor of the Transfer
Station at the end of each day of operation and place it in transfer trailers or
containers.
(b) Remove all trailers or containers of Acceptable Waste from the Site as
soon as possible, but not more than 24 hours from time of loading, unless
the Acceptable Waste has been placed in sealed containers.
(c) Sweep the tipping floor clean following each day of operation.
(d) Wash the tipping floor not less than once per week.
(e) Remove any litter from the Site each day of operation.
(f) Keep all recyclables contained in bins or bunkers except as may be
otherwise provided for specific items in this Contract.
(g) Keep the Site secure from unauthorized entry.
(h) Use best management practices to prevent the transmission of detectable
odors across the Site boundaries.
(i) Ensure that vehicles do not queue onto North State Street.
2.09 Hours of Operation. Contractor will receive Acceptable Waste and
recyclables at the Transfer Station only between the hours of 7 A.M. and 4 P.M.
on each Monday through Saturday throughout the year, except for the following
holidays: New Year's Day, Thanksgiving Day and Christmas Day. No Acceptable
Waste or recyclables will be allowed to enter the Site except during the above-
listed hours. Contractor may conduct loading and clean-up activities between the
hours of 6 A.M. and 6 P.M. daily. Additional loading and clean-up hours will be
RAIL SWS: MSWMA: Pane 14
allowed under emergency conditions with prior approval from MSWMA's
representative.
2.10 Maintenance. Contractor will be responsible for all repair, maintenance and
replacement of the Transfer Station in order to keep it in sound working order,
including without limitation: the tipping floor surface, driveways, gates, fences,
electrical distribution systems, ventilation and heating, fn'e sprinklers, floor drains,
walls, doors, roof, restrooms, fixed equipment, and landscaping. Contractor will
keep the tipping floor free of major cracks, holes and breaks. Contractor will keep
any tractor not equipped with rubber fires or rubber tracks from coming in contact
with the tipping floor or driveways. All repairs made by Contractor will be with
an identical article or material or an equal approved by MSWMA.
2.11 Mobile Equipment. Contractor will supply at a minimum the mobile
equipment for use in operating the Transfer Station as described in Exhibit "B",
Operations Plan, attached hereto. Contractor will further supply, or cause its
subcontractors to supply, equipment to meet its Performance Obligations with
respect to transport of Acceptable Waste, Yard Waste, Wood Waste and
recyclables, and disposal of Acceptable Waste at the Disposal Facility.
2.12 Staffing. Contractor shall assign sufficient staff to the Transfer Station to
meet the Performance Obligations. Contractor shall assign only competent
personnel who are qualified to perform the assigned tasks. All personnel will
possess the required licenses, permit or training for the tasks they perform.
Contractor will use its best efforts to remove any personnel who are incompetent,
disorderly, intoxicated, or abusive to the public. All personnel will be able to
commumcate clearly in the English language. Contractor will assign, at a
minimum, the staff described in Exhibit "B", Operations Plan, attached hereto.
Contractor shall assign a Station Manager/Supervisor with overall responsibility
for management of the Transfer Station who is authorized to accept notices from
MSWMA and to act for Contractor.
2.13 Operational Procedures. Contractor will receive, load and transport
Acceptable Waste as set forth in the attached Exhibit "B", "Operational Plan,"
with the following additional provisions:
Traffic Management. Signs at least 3-foot by 3-foot in size will direct
Self-Haulers to remove recyclable materials in the recycling drop-off area
prior to entering the transfer building. Gate attendant will turn back Self-
Haulers with recyclables to the recycling drop-off area. Self-haulers and
Franchised Waste Haulers will be directed to separate areas in the transfer
building for dumping.
RAIL SWS: MSWMA: Paee 15
Vehicle turnaround. Contractor shall ensure that vehicles delivering
Acceptable Wastes will be able to begin unloading within 30 minutes of
arriving at the entrance to the Site, absent vehicle breakdown or driver
negligence.
Scalehouse. Cashier in scalehouse will charge all incoming vehicles
according to volume or weight of solid waste, and will keep daily records of
all receipts and solid waste volumes in a manner approved by MSWMA.
Traffic spotter. An attendant inside the transfer building will direct
customers to the correct location to dump, will enforce safety rules, and
will check loads for Unacceptable Waste.
Safety. Safety procedures will be developed by Contractor for all
employee activities, customer recycling, and customer waste dumping, and
submitted to MSWMA for review and approval.
Fueling. Contractor will fuel all transfer trucks off-Site.
2.14 Buy-back Recycling. Contractor will operate a California Certified
Redemption Center at the Transfer Station under permit from the California
Department of Conservation which will provide redemption buy-back from the
hours of l0 a.m. to 4 p.m. Monday through Saturday.
2.15 Drop-offRecycling. Contractor will provide and service separate bins to
receive the following segregated recyclable items from the public: aluminum cans,
tin cans, glass bottles and jars, newspaper, corrugated cardboard, magazines, office
paper, box board, plastic containers, milk and juice cartons, foam padding,
appliances, fires and scrap metals. No charge will be made to the public for drop-
off recycling of the specified recyclables, except for appliances and fires as stated
herein. Contractor will accept additional recyclable items when a buyer is
identified that will pay a price sufficient to cover the handling cost and
transportation cost to get the recyclable to the market. Contractor may cease
accepting a recyclable item upon written agreement by MSWMA, which shall not
be unreasonably withheld, that a satisfactory recycling market no longer exists.
Contractor will ensure that all recyclables received will be sold or donated to bona
fide recyclers who will divert the materials from disposal. Contractor will retain
all revenues from sale of recyclable materials.
2.16 Household Hazardous Waste Recycling. Contractor will provide and
service a tank for recycling of used motor oil, at no charge to the public for up to
ten (10) gallons per customer per day. Contractor will accept used oil filters and
store them in an appropriate container. Contractor will provide and service a tank
for recycling of used antifreeze. Contractor will provide and service a container
RAIL SWS: MSWMA: Paee 16
for recycling of used vehicle batteries, which will be accepted from the public
without charge.
2.17 Yard & Wood Waste Recycling. Contractor will accept recyclable and
compostable Yard Waste and Wood Waste from customers at a designated area.
Contractor will ship the Yard Waste and Wood Waste to processors apProved by
MSWMA for composting or.recycling.
2.18 Reuse Facility. Contractor will provide a reuse area where salvageable
items such as doors, windows, furniture, appliances, toys, and tools may be
donated by the Self-Haulers and made available for give-away or sale to others by
Contractor. Contractor will maximize the recovery of reusable items, subject to
the constraints of customer demand and storage space. Any reuse item for which
Contractor sets a price for sale will nevertheless be given away without charge if it
is not sold within 90 days. Contractor will keep the reuse area in a neat and
orderly condition and provide bins, 'walls or enclosures as necessary to contain
reuse items. Contractor shall provide clear notice to customers that Contractor and
MSWMA disclaim any. warranty for use or fitness of reuse items.
2.19 Unacceptable Waste Prohibited. Contractor shall not knowingly accept
Unacceptable Waste at the Transfer Station, except for those recyclable household
hazardous wastes accepted in the drop-off recycling area. Contractor shall
continuously inspect customer vehicles and the tipping floor for presence of
Unacceptable Waste. Unacceptable Waste shall be refused and returned to
customer, unless the Unacceptable Waste is already dumped on the tipping floor
and the vehicle of origin is unknown. Contractor shall accept title to any
Unacceptable Waste received at the Transfer Station and safety segregate, contain,
store and dispose of it in accordance with Applicable Law.
2.20 Refusal of Waste. On every occasion where Contractor refuses
Unacceptable Waste of any description which is brought to the Transfer Station by
a customer, Contractor will inform the customer of the most convenient and
economical legal option available for disposal of that waste. Written information
on such disposal options will be kept available at all times in the scalehouse.
2'21 Title to Waste. Contractor shall accept ownership and title to all waste
materials and recyclables at the time of unloading of such materials at the Transfer
Station. Ownership shall have no implication with respect to revenue sharing
agreements, if any, or Disposal Facility designation provisions, which shall be
governed by specific provisions herein.
RAIL SWS' MSWMA: Paee 17
2.22 Subcontractors
(A) Contractor will transport, or cause to be transported, all Acceptable
Waste to the Disposal Facility using railhaul whenever possible in
accordance with Exhibit "B," Operations Plan, attached hereto. Contractor
acknowledges that transportation is a critical portion of the Performance
Obligations hereunder. Contractor may subcontract for such transportation
subject to approval by MSWMA of subcontractor and/or terms of the
subcontract, which shall not be unreasonably withheld, but Contractor shall
remain liable to MSWMA for its Performance Obligations with respect to
transportation hereunder. Any subcontract for transportation shall be
assignable to MSWMA in event of termination of this Contract or use of the
Transfer Station and equipment under Section 9.04. MSWMA shall be
named a third party beneficiary of Contractor's rights under any such
subcontract. Such subcontract shall require the subcontractor to provide
MSWMA with notice of any breach or default by Contractor thereunder or
the termination thereof.
(B) Contractor will dispose of all Acceptable Waste at the Disposal
Facility and shall secure rights as necessary and sufficient to provide for
disposal of such Acceptable Waste for the term thereof, in accordance with
the Subcontract with Potrero Hills Landfill, Inc., attached hereto as Exhibit
"C". Contractor shall not amend the Subcontract without prior consent of
MSWMA, which shall not be unreasonably withheld~
(C) Contractor will not direct or transport any Yard Waste received at the
Transfer Station to any processor or user that has not been approved by
MSWMA.
(D) Contractor will not direct any Wood Waste received at the Transfer
Station to any processor or user that has not been approved by MSWMA.
(E) Contractor will notify MSWMA of the names and addresses of all
subcontractors undertaking any work arising from the construction or
operation of the Transfer Station.
2.23 Title. MSWMA shall remain owner of record of the Site and all
improvements. Contractor acknowledges that MSWMA is the owner of the Site
and upon expiration or sooner termination of this Contract, Contractor must vacate
and return the Transfer Station to MSWMA.
2.24 Permits. Contractor will obtain and keep in effect all permits required for
the Transfer Station at its own expense, including, but not necessarily limited to:
Authority to Construct and Permit to Operate from the Mendocino Air Quality
Management District; Notice of Intent for Construction Activity Stormwater
RAIL SWS: MSWMA: Paee 18
Permit from California Water Resources Control Board; Solid Waste Facilities
Permit from Local Enforcement Agent; and Building Permit from Mendocino
County Planning & Building Department, Contractor will copy to MSWMA all
permit correspondence, permit notices, draft permits and permits.
2.25 .Records & Access. Contractor will maintain accurate and daily records of
expenditures and revenues arising from this Contract separate from other business
activities of Contractor. Contractor will keep and preserve records of all loads of
Acceptable Waste, Yard Waste, Wood Waste, Recyclables and household
hazardous waste received at and shipped from the Transfer Station, and will report
the total quantifies and payments received in each month to MSWMA not later
than the tenth day of the following month. Contractor shall record and report to
MSWMA the local government jurisdiction of origin of all Acceptable Waste,
Yard Waste, and Wood Waste received from Franchised Waste Haulers, and will
conduct origin surveys of Self Haulers sufficient to satisfy all origin reporting
requirements of the California Integrated Waste Management Board. MSWMA's
designated representative shall be allowed acces~ to the Site at all times when the
Transfer Station is open, and shall be allowed to inspect any and all records upon
request to verify the record-keeping procedures of Contractor. MSWMA's
designated representative shall be allowed access to the Site during non-operating
hours upon notification of Contractor's designated representative. Contractor shall
keep records of hazardous waste disposal as required by Applicable Law.
2.26 Applicable Law. Contractor shall perform all its Performance Obligations
under this Contract, and shall cause all its Subcontractors to perform Performance
Obligations, in accordance with Applicable Law, including Permits. Contractor
shall be solely liable for all fines and penalties that may be imposed on Contractor
for violations of Applicable Law, including permits.
2.27 MSWMA Literature. Contractor's cashier will distribute to all Self
Haulers any flier or booklet provided to Contractor by MSWMA for purposes of
public education on solid waste handling or diversion.
2.28 Sign. Contractor will post adjacent to the cashier window, in clear view of
all Self Haulers, a sign with the following statement in letters not less than 1-1/2"
in height: "Comments regarding the operation of this facility may be directed to
the Mendocino Solid Waste Management Authority at 468-9704". The telephone
number on this sign will be changed as directed by MSWMA.
ARTICLE 3. MSWMA RESPONSIBILITIES
RAIL SWS: MSWMA: Pane 19
3.01 Waste Flow to Transfer Station. MSWMA and its member agencies make
no gu.arantee, explicit or implied, concerning the specific tonnage of Acceptable
Waste which will be delivered to the Transfer Station. However, MSWMA and its
participating member jurisdictions will utilize and enforce existing and future
contractual agreements with solid waste haulers to direct all solid waste generated
in the Service Area to the transfer station, and will cooperate with Contractor in
instituting actions for injunctive relief in the Superior Court and/or Federal District
Court, upon request of Contractor with Contractor reimbursement of MSWMA's
and participating member jurisdictions' costs thereof. Future judicial rulings or
legislative actions may affect the ability of MSWMA and its participating member
jurisdictions to direct waste flow, and therefore no warranty is made on success in
enforcing contractual provisions.
3.02 Competing Facilities. MSWMA and its participating member jurisdictions
will not participate as owners or operators of any competing large-volume transfer
stations or transfer systems for out-of-county export of waste from the Service
Area, nor will they issue requests for proposals for such competing facilities or
systems. Existing and planned self-haul transfer stations that direct solid waste to
the Transfer Station are not considered to be competing facilities.
3.03 Covenants by MSWMA Participating Jurisdictions. This Contract will
not become effective until and unless the County of Mendocino, City of Ukiah,
City of Fort Bragg, and City of Willits have each entered into a binding covenant
on waste flow and competing facilities as described in Sections 3.01 and 3.02, and
if any of them fail to approve said agreement within 60 days of the execution of
this Contract, the Contract shall be null and void.
3.04 Hazardous Waste Locker Service. MSWMA, at no cost to Contractor, will
remove and dispose of Hazardous Waste which Contractor has stored on Site in
the hazardous waste locker and which MSWMA's household hazardous waste
collection vehicle is authorized to transport. Contractor will not place any
recyclable household hazardous materials in the hazardous waste locker which can
be received in the Transfer Station's drop-off recycling area. Contractor shall not
place leaking or open containers in the hazardous waste locker and will not place
incompatible materials in proximity to one another. Contractor shall be
responsible for removal and disposition of any Hazardous Waste which
MSWMA's vehicle cannot transport.
ARTICLE 4. PAYMENTS
RAIL SWS: MSWMA: Paee 20
4.01 Components of Service Fee. Contractor will collect the Service Fee from
the public for use of the Transfer Station. Contractor will not be entitled to any
other payments by MSWMA or the public for performance of the work described
in this Contract, except as stated herein. The Service Fee shall be stated and
charged in dollars per ton, except as noted herein. The total Service Fee for solid
waste shall consist of the sum of the following components:
(a) Operating & Disposal Component, which shall be the sole compensation
to Contractor for operation of the Transfer Station, transportation of
Acceptable Waste to the Disposal Facility, and disposal at the Disposal
Facility. The Operating & Disposal Component will initially be set at and
remain at $45.06 until July 1, 2000.
(b) Construction Cost Component, which shah reimburse Contractor for the
capital costs incurred in construction of the Transfer Station, pursuant to the
terms of this Contract. The amount of the Construction Cost Component
will be set pursuant to Section 4.06, "Construction Costs."
(c) MSWMA Surcharge Component, which shall be set by the Board of
Directors of the Mendocino Solid Waste Management Authority and shall
be collected by Contractor and paid monthly to the MSWMA to fund
certain solid waste services to the public. The existing level of the
MSWMA Surcharge is $6 per ton and may be increased or decreased at the
sole discretion of MSWMA.
4.02 CPI Adjustment. On July 1, 2000, and each July 1 thereafter, the Operating
& Disposal Component of the Service Fee will be increased or decreased by a
factor equal to 75% of the percentage change in the CPI during the previous
calendar year, except that this CPI Adjustment will not exceed 5% for a single
year.
4.03 Adjustment for Low Tonnage. In the event that the tonnage of Acceptable
Waste received at the transfer station is less than 40,000 tons for two successive
calendar years, not including the first partial year of operation, Contractor may
RAIL SWS' MSWMA: Paee 21
elect to request an audit to revise the Operating & Disposal Component of the
Service Fee. The audit will be carried out at Contractor's expense by an auditor
approved by MSWMA who will determine Contractor's Operating Ratio. In the
event that the Contractor's Operating Ratio is more than .95 for the previous
calendar year, the Operating & Disposal Component will be temporarily increased
effective July 1 of the following year to a level sufficient to allow a .95 Operating
Ratio. If, in a subsequent calendar year, the tonnage exceeds 40,000 tons, the
temporary adjustment will be ended effective July 1 of the following year and the
Operating & Disposal Component will be restored to the level which would have
existed had no temporary adjustment been made.
4.04 Taxes or Fees. Contractor is solely responsible for payment of all taxes,
fees, and utilities charges associated with Contractor's Performance Obligations
and use of the Site as of the date hereof. Contractor shall increase or decrease the
Operating & Disposal Component of the Service' Fee to offset changes in
Contractor's operating costs which result from the imposition or change after the
date hereof in the rates of federal, state or local taxes and fees imposed upon and
paid by Contractor for the transfer, transport or disposal of Acceptable Waste
provided that such taxes or fees apply only to solid waste facilities or solid waste
management activities. Any such adjustment shall be separate and in addition to
any adjustments pursuant to Sections 4.02 or 4.03.
4.05 MSWMA Land Purchase Debt. At any date selected by Contractor, but
not later than acceptance of Transfer Station completion by MSWMA, Contractor
will pay to MSWMA a sum equal to the outstanding principal on a $550,000.00
loan made to MSWMA on May 17, 1996 by Westamerica Bank, which MSWMA
shall immediately pay to Westamerica Bank for the purpose of paying off this loan
in full. MSWMA shall keep payments on the loan current and any penalties or
penalty interest shall be paid by MSWMA up until the date of pay Off of the loan
by Contractor.
4.06 Construction Costs. Contractor will keep a separate record of all
Construction Costs. Upon acceptance of the Transfer Station by MSWMA,
Contractor will present to MSWMA an accounting of all Construction Costs, as
documented by receipts and other records, which shall allow calculation of the
Construction Cost Component of the Service Fee as follows: Construction Costs
will be level-payment amortized over 20 years at an interest rate of 8.u fo/ana the
Construction Cost Component of the Service Fee will be fixed for the term of the
Contract and will equal the lesser of (1) the annual payments of principal and
interest divided by 45,000 tons or (2) $8.95(per ton).
RAIL SWS: MSWMA: Paee 22
4.07 Addition of Traffic Signal. No costs related to installation of a traffic signal
at the project entrance onto North State Street have been included by Contractor in
estimating total facility construction costs. If MSWMA, in its sole discretion,
determines that such a traffic signal is necessary, Contractor shall pay any portion
of the traffic signal installation costs that cannot be funded from other sources, and
those costs of Contractor will be added to the total Construction Costs of the
project as described herein. In the event that such additional traffic signal costs
cause Contractor's total Construction Costs to exceed $4,100,000.00, the
Construction. Cost Component shall be increased to allow amortization of the
additional amount above $4,100,000.00.
4.08 Financing Documentation. Contractor shall not enter into any financing
agreement for the capital costs of construction of the Transfer Station that involves
use of the Transfer Station as collateral for financing, without the prior consent of
MSWMA.
4.09 ASsumption of Capital Costs. MSWMA shall retain the right, at any time
during the term of the contract, to reimburse Contractor for the outstanding
principal of the Construction Cost and thereby eliminate the Construction Cost
Component of the Service Fee. The outstanding principal of the Construction Cost
shall be calculated using level-payment monthly amortization over a 20-year term
at an interest rate of 8.0%. ?~,_ rq,v,vu,~,-7 ,,~ ~
4.10 Self Haul Service Fee. Contractor may elect to levy a charge for delivery
of Acceptable Waste from Self Haulers which is based on volume, instead of
weight. The minimum charge based on volume will be for a quantity of not more
than one-half cubic yard. To establish the volume-based fee, Contractor will apply
a weight-density ratio of 300 pounds per cubic yard and will apply this ratio to the
Service Fee per ton to calculate the equivalent cost per cubic yard, which may be
increased by 10% to set the Service Fee per cubic yard, in recognition of
Contractor's additional costs in handling small loads. Any customer may elect to
be charged by weight, rather than volume, unless the Acceptable Waste falls into a
particular category for which MSWMA has approved in writing a special charge
schedule.
4.11 Yard Waste & Wood Waste Fees. Contractor may charge and collect a fee
approved by MSWMA per cubic yard of Yard Waste or Wood Waste,
respectively, delivered to the Transfer Station, in amounts equal to Contractor's
Direct Costs of transporting such materials to MSWMA-approved processing
facilities and paying processing fees thereof.
RAIL SWS' MSWMA: Paee 23
4.12 Recycling Fees. Contractor may charge and collect fees approved by
MSWMA per item of appliances, fires, used oil filters and antifreeze, respectively,
delivered to the Transfer Station, in amounts equal to Contractor's Direct Costs of
transporting such materials to processing or recycling facilities and paying
processing or recycling fees thereof. MSWMA shall have the option to provide
refrigerant and oil removal from appliances received at the Transfer Station at no
cost to Contractor.
4.13 Change orders.
(a) MSWMA may direct a Change Order to the final Plans and
Specifications both before and after the Acceptance of the Transfer Station.
The total of Construction Costs shall be adjusted to reflect any such Change
Order, and the required completion date may be extended if required to
carry out the Change Order.
(b) MSWMA may direct a Change Order in the scope of Performance
Obligations, including Transfer Station operations, transport services and/or
disposal services, at any time. The Operating & Disposal Component of the
Service Fee shall be adjusted if necessary to offset any increased costs to
Contractor arising from such a Change Order.
(c) Any disputes between Contractor and MSWMA concerning the impacts
of a Change Order on costs or completion date shall be decided by the
Independent Engineer as provided by Section 11.03.
ARTICLE 5. ALLOCATION OF RISK; UNCONTROLLABLE
CIRCUMSTANCES
5.01 Contractor reliance. Contractor warrants that prior to entering into this
Contract, it has examined carefully and acquainted itself with: (a) all Contract documents
(b) the Transfer Station project
(c) all applicable federal, state, and local laws, regulations, ordinances,
codes and rules, and
(d) any and all other matters necessary to the performance of this
Contract.
5.02 Uncontrollable Circumstances. Breach of Contractor's Performance
Obligations and MSWMA's obligations hereunder are excused by Uncontrollable
Circumstances that necessarily and unavoidably prevent performance of any
component of the project, provided the party claiming prevention exerted due
diligence to prevent the occurrence and mitigate the effects of such Uncontrollable
Circumstances.
RAIL SWS: MSWMA.' Paee 24
5.03 Notification. The party with knowledge of the occurrence of an
Uncontrollable Circumstance shall notify the other of the event and its effect on its
Performance Obligations promptly, but in no case more than twenty-four (24)
hours after the discovery of the event. Notice shall again be given when the effect
of the occurrence of an Uncontrollable Circumstance has ceased.
5.04 Alternative Service Arrangements. Notwithstanding the provisions of
Section 5.02, in the event that Contractor fails or is unable to fully and timely meet
its Performance Obligations because of an Uncontrollable Circumstance,
Contractor shall use its Reasonable Business Efforts to make available to
MSWMA feasible alternative arrangements meeting its Performance Obligations,
at the prevailing fees then in effect at such services, for the period during which
such event continues. Failure of Contractor to secure alternative arrangements as
provided in this Section shall not be deemed a breach of this Contract, provided
that Contractor has exercised good faith efforts to make such alternative
arrangements. MSWMA has the right to make such alternative arrangements
independent of Contractor.
5.05 Insurable Uncontrolled Circumstances. If any of the equipment at the
Transfer Station or Contractor's vehicles are damaged or destroyed due to
explosion, floods, fire or other events for which the Contractor is obligated to
carry insurance pursuant to Article 10, Contractor shall act diligently to promptly
collect and apply insurance proceeds-to the correction or reconstruction of the
equipment or vehicles.
ARTICLE 6. INDEMNIFICATION
6.01 Hold Harmless. Contractor shall assume the defense of, and indemni~y and
save harmless, MSWMA, County of Mendocino, City of Ukiah, City of Fort
Bragg, and City of Willits, and their officers, officials and employees, from all
suits, actions, costs, damages, claims, judgments or losses arising from
Contractor's performance, acts, errors, or omissions under the Contract, but
excluding liability due to the active negligence or willful misconduct of MSWMA.
In addition, Contractor shall be liable to MSWMA for any loss or damage to
MSWMA transfer station property arising from or in connection with Contractor's
performance hereunder.
ARTICLE 7.
SURETY
RAIL SWS: MSWMA: Paee 25
7.01 Performance Bond. Within fourteen (14) days folloWing the adoption of
the Covenant described in Section 3.03 by the County of Mendocino, City of
Ukiah, City of Fort Bragg, and City of Willits, Contractor shall deliver to
MSWMA and continue in force an irrevocable letter of credit with MSWMA
designated as sole payee, or a cash deposit, or a performance bond issued by a
corporate surety company authorized by the State of California and approved by
MSWMA, to insure the faithfifl performance by Contractor of each and every term
of the Contract, in the amount of $500,000.00.
7.02 Payment Bond. Prior to commencement of construction of the Transfer
Station, Contractor will provide to MSWMA an estimate of total labor and
material costs of construction. Contractor will provide to MSWMA a labor and
material payment bond in the amount equal to 100% of projected labor and
material costs to guarantee payment to suppliers and subcontractors. The payment
bond will be issued by a corporate surety company authorized by the State of
California and approved by MSWMA, and will remain in force until released by
MSWMA upon completion of the facility and payment of all suppliers and
subcontractors.
7.03 Personal Guaranty. Contractor is a California corporation that is wholly
owned by James Ratto, who agrees to personally guarantee the obligations and
liabilities of Contractor under the Contract.
ARTICLE 8. ASSIGNMENT
8.01 Assignment. Contractor shall not directly or indirectly, voluntarily or
involuntarily assign, mortgage, pledge or encumber any interest in all or a part of
the Contract and shall not transfer any controlling stock or ownership interest in
Contractor without prior written consent of MSWMA, which MSWMA shall not
withhold except for cause following a review by MSWMA of the f'mancial means,
experience, capabilities and the history of governmental relations of the party to
which the ownership interest would be transferred. Any assignment made without
the consent of MSWMA shall be void.
ARTICLE 9. DEFAULT
9.01 Contractor Default. There shall be three classes of default by the
Contractor in its performance under this Contract:
(a) Class A Default includes:
RAIL SWS: MSWMA: Pane 26
(i) Contractor's failure to procure and/or maintain any performance
bond, payment bond, or insurance required hereunder;
(ii) Contractor files a voluntary claim 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, liquidator, assignee, trustee, or
custodian of Contractor for any part of Contractor's operating assets
or any substantial part of Contractor's property, or shall make any
general assigmnent for the benefit of Contractor's creditors;
(iii) A court having jurisdiction enters a decree or order for relief in
any involuntary case brought under any bankruptcy, insolvency,
debtor relief or similar law now or hereafter in effect, or Contractor
consents to or fails to oppose any such proceeding, or any such court
enters a decree or order appointing a receiver, liquidator, assignee,
custo.dian, or trustee of Contractor for any part of Contractor's
operating equipment or assets, or orders the winding up or
liquidation of the affairs of Contractor;
(iv) Contractor's failure to transfer all Acceptable Waste from the
tipping floor of the Transfer Station in accordance with Section 2.08
and transport such Acceptable Waste to the Disposal Facility on
more than three occasions of three or more days' duration in any
calendar year.
(b) Class B Default includes:
(i) Contractor's failure to meet its Performance Obligations with
respect to Transfer Station development by the times provided in
Section 2.02;
(ii) Contractor's breach or default under any subcontracts relating to
Contractor's Performance Obligations, including subcontracts for
transportation and disposal; Contractor's failure .to secure provisions
in such subcontracts requiting the subcontractor to promptly notify
MSWMA of such breaches or defaults; and Contractor's failure to
promptly notify MSWMA of such breaches or defaults;
(iii) Contractor's failure to deliver Acceptable Waste to the Disposal
Facility in accordance with Section 2.22 and Yard Waste and Wood
RAIL SWS: MSWMA: Paee 27
Waste to MSWMA approved facilities in accordance with Section
2.17;
(iv) Contractor's direct or indirect change of control or transfer of a
direct or indirect controlling interest in the beneficial ownership of
Contractor in violation of Section 8.01.
(c) Class C Default includes any other failure by Contractor to fully and
timely meet its Performance Obligations.
9.02 Consequences of Contractor Default.
(a) Class A Default. In the event of a Class A default, MSWMA
may at its sole discretion:
(i) be released from its obligations under this Contract and use
any other method or person to operate the Transfer Station
and to transport and/or dispose of solid waste, including
direct operation of the Transfer Station by MSWMA or its
agents, and may sue for actual damages;
(ii) seek judicial remedy of specific performance;
(iii) pursue any combination of the foregoing or any other
remedy provided under this Contract; or
(iv) foreclose on the performance bond required by Section
7.01, "Performance Bond."
(b) Class B Default. In the event of a Class B default, the Contractor or
Surety shall be permitted to remedy the default within fifteen (15) days'
from notice by MSWMA and shall pay to MSWMA, from the date of that
notice to the date the default is remedied, liquidated damages in the amount
of $7,500.00 per day. If the Class B default is not remedied within the time
stated in the notiCe, MSWMA may, at its sole option, exercise the remedies
provided in subsection (a).
(c) Class C Default, In the event of a Class C default, the Contractor or
Surety shall be permitted to remedy the default within thirty (30) days from
notice by MSWMA and from ten days after the date of that notice to the
RAIL SWS: MSWMA: Pa~e 28
date that the default is remedied shall pay to MSWMA liquidated damages
in amount of $500 per day. If such default is not timely remedied,
MSWMA may, at its sole option, exercise the remedies provided in
subsection (a).
(d) The amount of liquidated damages stipulated in this Section shall be
adjusted annually by the CPI in the same manner as the Service Fee.
(e) The parties acknowledge that consistent, efficient Transfer Station
Operation is of utmost importance to MSWMA, and MSWMA has
considered and relied upon Contractor's representations as to its quality of
service commitment in entering into this Contract. The parties further
recognize that quantified standards of performance are necessary and
appropriate to ensure consistent and reliable service. The parties further
recognize that if Contractor fails to meet its Performance Obligations, Self
Haulers, Franchised Waste Haulers and MSWMA and the public will suffer
damages and that it is and will be impracticable and extremely difficult to
ascertain and determine the exact amount of such damages. Therefore, the
parties agree that the above-stated liquidated damages represent a
reasonable estimate of the amount of such damages.
9.03 Default Procedure.
(a) Notice. To initiate default proceedings under this Section, MSWMA's
representative shall give written notice to Contractor's representative and its
Surety of MSWMA's intention to declare the Contractor in default. Unless
the Contractor promptly shows cause to MSWMA's satisfaction why it
should not be declared in default under the Contract, MSWMA shall
declare the Contractor in default and notify the Surety of such declaration.
(b) Performance by Surety,. In the event that MSWMA orders the
Contractor to discontinue further performance under the Contract and
transfers Contractor's obligation to perform to the Surety, the Surety shall,
within twenty-four (24) hours, assume performance of the Contract and, as
soon thereafter as possible, but no later than seventy-two (72) hours after
MSWMA transfers Contractor's obligations to the Surety, take possession
of all vehicle and equipment necessary to perform the work in accordance
with applicable law. The Surety's action under this Section shall not relieve
it of its obligations under the Contract and the bond.
RAIL SWS: MSWMA: Paee 29
(c) Failure by Surety.; MSWMA Substitution. If the Surety fails to
effectively and competently assume or continue performance within four
(4) days of the effective date of notice from MSWMA, MSWMA may
exercise its rights to foreclose on the performance bond.
(d) Uncontrollable Circumstances. A delay or interruption in the
performance of all or any part of the Contract resulting from Uncontrollable
Circumstances shall not be deemed a default under this Article, except that,
if an Uncontrollable Circumstance occurs and prevents MSWMA or
Contractor from performing the Contract for a period in excess of ninety
(90) days, then each Contractor and MSWMA shall have the fight, in its
sole discretion, to terminate this Contract.
9.04 MSWMA Use of Contractor Equipment. If the Contract is terminated for
cause by MSWMA, MSWMA or its agents may utilize all or any portion of
Contractor's equipment as is appropriate to operate the Transfer Station.
Contractor hereby grants to MSWMA; at no cost to MSWMA, an irrevocable offer
to a one year lease, or portion thereof in monthly increments, of any or all of
Contractor's equipment at a fair market lease rate in the event MSWMA terminates
this Contract for cause. At the time of termination, MSWMA shall give written
notice to Contractor of its desire to lease all or a portion of Contractor's equipment
by specifying the item of equipment MSWMA desires to lease. With respect to
each item of equipment specified, MSWMA may immediately begin using such
equipment and may take physical possession of it. The eqUipment of Contractor
shall be returned to Contractor in the same condition as existed at the time when
MSWMA obtained the same, with the exception of ordinary and reasonable wear
and tear.
9.05 Remedies Not Exclusive. MSWMA's rights and remedies in event of
Contractor's breach and default hereunder are not exclusive. MSWMA's exercise
of one such remedy is not an election of remedies.
ARTICLE 10. INSURANCE.
10.01 Insurance Requirements. Contractor and all Subcontractors Will
continuously maintain insurance in the following amounts: $1,000,000 combined
single limit general liability for bodily injury, personal injury and property
damage; $1,000,000 combined single limit automobile liability for bodily injury
and property damage; $1,000,000 worker's compensation. Any deductibles or self-
insured retentions must be declared to and approved by MSWMA in writing.
RAIL SWS: MSWMA: Paee 30
MSWMA, its officers, officials, and employees are to be named as additional
insured on all insurance policies except worker's compensation, with an
endorsement that states that coverage shall not be suspended, voided, reduced in
amounts or in limits except after 30 days' written notice to MSWMA, as stated in
Certificates of Insurance which shall be provided to MSWMA. The insurance
policies shah be issued by an insurance company or companies authorized to do
business in the State of California and with a rating in the most recent edition of
Best's Insurance Reports of size category VII or larger and a rating classification of
A- or better.
10.02 MSWMA Property. MSWMA shall maintain property coverage insurance
for MSWMA-owned improvements at the Site.
ARTICLE 11. DISPUTE RESOLUTION.
11.01 Independent Engineer. As of the date hereof, the Independent Engineer is
CH2M Hill, 111 Broadway, Suite 1200, Oakland, CA 94607. In the event the
Independent Engineer resigns or is otherwise unable to perform services hereunder
or either party wishes to select a different engineer, each Party shall prepare a
separate list of five independent engineers having experience in the design,
construction, acceptance and operation of transfer stations, material recovery
facilities and yard waste processing facilities, in numerical order with the first
preference at the top, and exchange and compare lists. The independent engineer
ranking highest on the two lists by having the lowest total rank order position on
the two lists shall be the Independent Engineer. In case of a tie in scores, the
Independent Engineer having the smallest difference between the rankings of the
two parties shall be selected; other ties shall be determined by a coin toss. If no'
independent engineer appears on both lists, this procedure shall be repeated. If
selection is not completed after the exchange of three lists or sixty days, whichever
comes first, then each Party shall select one independent engineer having
experience described above and the two engineers so selected shall together select
an Independent Engineer.
11.02 Independent Engineer Costs. Parties shall pay the costs of the
Independent Engineer in accordance with the provisions hereof; provided, that if
no provision is specifically made, the Parties shall share the costs of the
Independent Engineer equally for the first three arbitrations or mediations brought
in any Contract Year, and thereafter shall be borne by the loser, as determined by
the Independent Engineer.
RAIL SWS: MSWMA: Pa~e. 31
11.03 Arbitration for Specified Disputes Only. Following the Parties mutual
good faith efforts to resolve disputes listed in thi's paragraph below for a period of
no less than thirty days, or prior to the acceptance of the Transfer Station in
accordance with Section 2.04, ten days, the Parties shall each give the Independent
Engineer Notice detailing the dispute together with a written statement of each
Party's position thereon. Parties shall simultaneously exchange~ copies thereof.
The determination of the Independent Engineer with respect to these specific
disputes shall be binding:
(a) MSWMA approval of fmal Plans and Specifications for Transfer
Station construction.
(b) MSWMA acceptance of Transfer Station.
(c) Contractor accounting of actual Construction Costs of Transfer Station
(d) adjustments in Construction Costs, Service Fee or completion date due
to Change Orders directed by MSWMA
(e) any other disputes which both Parties agree to submit to the Independent
Engineer for determination on a binding basis.
Both Parties shall, in good faith and in writing, promptly provide the Independent
Engineer with any and all information and documentation the Independent
Engineer requires or requests'in order to make its determination. Each Party shall
simultaneously provide the other Party with copies thereof. Neither Party shall
communicate orally with the Independent Engineer unless the other Party is privy
thereto. Neither Party shall communicate in writing with the Independent
Engineer unless it simultaneously sends copies of such communication to the other
Party, in the same manner that it sends such commtmicafion to the Independent
Engineer.
11.04 Determination. The Independent Engineer shall make its determination
based on the submissions of the Parties, the provisions hereof, and other factual
determinations it may make regarding the matter in dispute. ~
11.'05 Studies and Surveys. The Parties may request the Independent engineer to
conduct studies and surveys with respect to breaches or disputes hereunder. Cost
of such surveys and studies shall be paid as the Parties may agree.
RAIL SWS: MSWMA: Pane 32
11.06 Optional Arbitration. In addition to the specified disputes that will be
submitted to the Independent Engineer, any other dispute may be referred to
binding or non-binding arbitration under procedures that the parties shall adopt, if
Contractor and MSWMA mutually agree to conduct such arbitration.
ARTICLE 12. TERMINATION
12.01 Contractor Will Vacate Upon Termination. Upon termination of this
Contract for any reason, including termination by MSWMA due to Contractor's
default, Contractor shall immediately vacate the Transfer Station and deliver
possession thereof to MSWMA together with all furnishings, equipment, spare
parts, patents, licenses, and all personalty acquired with proceeds of the Service
Fee; maintenance and'supply contracts, permits; and then current Plans and
Specifications, operations and maintenance manual and all records relating to
Transfer Station development and Transfer Station operations. "Delivery"
includes physical delivery, transfer, assignment or similar relinquishment by
Contractor to MSWMA. Contractor's and Contractor's affiliates, employees and
subcontractors shall cooperate with MSWMA and regulatory authorities in
effectuating the transfer of permits to MSWMA including executing documents,
attending meetings and providing administrative support. Contractor shall further
leave the Site and Transfer Station, including all furnishings and equipment inside
and outside the Transfer Station, in clean and functional condition, operable by
other persons in accordance with the operation and maintenance manual, subject to
ordinary wear and tear. This Section shall survive the termination of the Contract.
ARTICLE 13. GENERAL PROVISIONS
13.01 Governing Law. This Contract is made in and shall be construed under the
laws of the State of California, and any actions filed hereunder shall be filed in the-
County of Mendocino, State of California.
13.02 Severability. If any Contract provision is held void, invalid, or
unenforceable under any applicable law, the remaining provisions of the Contract
shall remain in effect and bind the parties; however, the parties shall negotiate in
good faith to amend the Contract to effectuate the intent of any void, invalid, or
unenforceable provision, if permissible under applicable law.
13.03 Time of the Essence; No Waiver. Time is of the essence in this Contract.
M '
SWMA s or Contractor's failure to object to a breach of any Contract provision
is not and shall not be construed as a waiver of that provision. The payment or
RAIL SWS: MSWMA: Paee 33
acceptance of compensation to any breach is not and shall not be deemed an
acceptance of that breach. Any waiver must be in writing.
13.04 Construction of Terms. Unless otherwise specified in the Contract, words
describing material or work that have a well-known technical or trade meaning
shall be construed in accordance with the well-known meaning generally
recognized by solid waste professionals, engineers and trades.
13.05 Personal Liability. This Contract is not intended to create or result in any
personal liability for any public official or MSWMA employee or agent, nor shall
the Contract be construed to create that liability.
13.06 Subsidiary Contracts. No contract between Contractor and its
subcontractors, officers, employees.or agents, including all contracts relating to
construction, use, operation of the Transfer Station, transportation vehicles or
disposal site, shall prevent, expressly or in effect, the Contractor from performing
its obligations under this Contract.
13.07 Independent Contractor. Contractor shall perform all work under this
Contract as an independent contractor. Contractor is not and shall not be
considered an employee, agent, subagent, or servant of MSWMA for this Contract
or otherwise; Contractor's subcontractors, employees, or agents are not and shall
not be considered employees, agents, subagents, or servants of MSWMA for this
Contract or otherwise. Nothing in this Contract shall be construed as creating a
parmership or joint venture between Contractor and MSWMA or as giving
MSWMA a duty to supervise or control the acts or omissions of anY person
performing services or work under the Contract.
13.08 Dissolution of MSWMA. In the event that MSWMA is dissolved or its
functions and power relative to this Contract are taken from MSWMA by
legislative act, or by referendum of the people, or by agreement, all of the duties,
fights and remedies of MSWMA under the Contract, including, but not limited to,
any bonds executed for this Contract, shall remain in full force and effect and shall
be transferred to the successor to MSWMA as specified by the legislative act,
agreement, or referendum by which MSWMA is dissolved.
13.09 Notices. All demands, directions, selections, option exercises, orders,
requests, proposals, comments, acknowledgments, approvals, consents,
certifications, waivers and other communications made hereunder shall be in
writing and deemed served when: (a) delivered in person to the person to whom it
was intended; (b) if sent by certified mail or other carrier, remm receipt requested,
RAIL SWS: MSWMA: Paee 34
to that person at the person's last known business ad&ess; or (c) if sent by
facsimile (confirmed promptly by the means described in clause (a) or (b) of this
paragraph). The date or time of service shall be three (3) business days after the
date or time the relevant document was mailed to that address; one (1) business
day after the relevant document was faxed to that fax number; and the same day if
personally delivered to the specified person and/or address. Contractor shall
address all notices and correspondence to MSWMA to MSWMA's representative
as follows:
General Manager
Mendocino Solid Waste Management Authority
101 W. Church Street, Room- 9
P.O. Box 123
Ukiah, CA 95482
Phone: (707) 468-9710
Fax: (707) 468-3877
MSWMA shall ad&ess all notices and correspondence to Contractor to
Contractor's representative as follows:
Smart Katte
¢/o Novato Disposal
P.O. Box 768
Novato, CA 94948
Phone: (707) 765 2082
Fax: (707) 765 9103
The addresses and phone numbers for the representatives of the Parties may be
updated by written notice as necessary.
13.10 Article, Section and Subsection References. Any Articles, Sections or
subsections mentioned in this Contract by number only, without reference to
another document, refer to those Articles, Sections or subsections contained in this
Contract. All Article, Section or subsection headings contained in this Contract
are for convenience and reference only. They are not intended to de£me or limit
the scope of any provision of this Contract.
RAIL SWS: MSWMA- Paee 35
13.11 Amendment or Waiver. Neither this Contract nor any provision hereof
may be changed, modified, amended or waived except by written instrument
signed by the parties.
13.12 Integration. This Contract contains the entire agreement between the
parties with respect to the transactions contemplated hereby. This Contract shall
completely and fully supersede all prior understandings and agreements between
the parties with respect to such transactions, including those contained in
MSWMA's Request for Proposals for services hereunder, and Contractor's
proposal in response thereto.
13.13 Execution in Counterparts. This Contract may be executed in any number
of original counterparts. All such counterparts shall constitute but one and the
same Contract.
13.14 Compliance with CEQA. This project will comply with the California
Environmental Quality Act before construction commences. Neither the act of
selecting Contractor nor the execution of this Contract shall require prior
compliance with CEQA.
13.15 Security for Construction. This Contract provides adequate security for
the construction of the Transfer Station to ensure its completion, and provides for
the protection of the revenue stream of the project.
13.16 Adequate Financial Resources. Contractor possesses adequate f'mancial
resources to design, build, and operate the Transfer Station after the date of this
Contract.
13.17 User Fees. This Contract sets forth the terms for Contractor's imposition of
user fees. MSWMA will not exercise independent fee setting authority throughout
the term of this Contract except as set forth in Section 4.01(c), "MSWMA
Surcharge Component." User fee revenues are in an amount sufficient to protect
the revenue stream necessary for the project. User fees are dedicated exclusively
to payment of Contractor's direct and indirect capital outlay costs for the project,
direct and indirect costs associated with operations, direct and indirect user fee
collection costs, direct and indirect administration of the Transfer Station,
reimbursement for the direct and indirect costs of maintenance, and a reasonable
remm on investment to Contractor.
ARTICLE 14. TERM
RAIL SWS' MSWMA: Paee 36
14.01 Term of Contract. The term of the Contract shall continue for twenty (20)
years beginning on the date of the Acceptance of the Transfer Station by MSWMA
in accordance with Section 2.04, unless terminated earlier pursuant to terms of the
Contract. MSWMA shall have the right to extend the term of the Contract for an
additional five (5) years, at MSWMA's sole discretion, provided that notice is
given to Contractor not less than six (6) months prior to expiration of the Contract,
IN WITNESS WHEREOF, this Contract was executed by the parties hereto as of
the latter of the dates written below:
MENDOCINO SOLID WASTE MANAGEMENT AUTHORITY
By:
Richard Shoemaker, Chairman of the Board of Directors
DATE:
ATTEST:
By:
DATE:
SOLID WASTES SYSTEMS~ INC.
By: ~
~James Ratto, President
I personally guarantee the performance of the obligations and payment of the
liabilities o?lid Wastes S.vstems, Inc., pursuant to this Contract.
JAMES RATTO
Date:
RAIL SWS: MSWMA: Paee 37
· ~' 04/09/97 10:55 '~707 544 0866 EBA/MEA
002
EXIHBIT 'A'
FACILITY DESIGN- RAIL OPTION
Preliminary Development Plans (Figures I, 2, 3 and 4) show the site layout, transfer building
floor plan and transfer building elevation&
Detailed Site Hah
Figure 1 is the preliminary fadlity Site Plan that shows the property boundary, general layout for
buiJdings, access roads, mil spur, paved areas, material load out area, recycling and drop-off area
and p~ landscai~ areas. The site (Harvey lYak Site) is a vacant 9.3 acre tnu'cel of flat land
in an industrial and commercial district at 3401 North State Street, north of the City of Uldah.
The site will be enclosed by a 6 foot high perimeter chain link fence. An asphalt paved entry
drive will be located at the northwest comer of the site across from Parducci Road. The North
State Stree__ttParducci Road intersection will be improved to provide a northbound deceleration lane
for traffic entering the transfer station and a dedicated left and straight/right turn lanes to provide
exiting traffic with space to maneuver 'and accelerate into roadway traffic.
Tipping Areas: Tipping areas in the Transfer Building (Figure 2) will be separated for
commercial haulers, public non-processable loads and loads for processing. Non-processable
loads will be unloaded on file tipping floor and moved by rUbber-tired loader to the top loading
area. The tipping area for wood and yard waste will be a separated area on the tipping floor where
it will be stored, crushed by the track loader, and.pushed into transfer trailers for transport to a
processing facility. The same tunnel for rail car loading will be utilized for trailer loading of the
wood and yard waste. No grinding of yard or wood waste is proposed at this facility. Public drop
off for rccy¢lables and a re-use area is located on the north end of the site as shown on Figure 1.
Storage Areas: Storage for waste awaiting loading for transfer will be on the tipping floor
adjammt to the top loedout area. Yard waste will be stored on the tipping floor until a trailer load
is available. Recyclable materials will be stored in bias or bunkers at the recycling/drop-off area.
Parking Areas: Employee parking is available in the paved area south of the Adminia~tion
Building. Additional parldng areas are available in the paved recycling/drop-off area for visitors.
Ramps and parking designations will be provided in accordance with the Uniform Building Cxxie.
Access: Ail vehicles will enter and exit the facility from the North State Street/Parducci Road
intersection at the northwest comer of the property.
Identification Signs: Signs identifying the facility will be phced at the entrance to the facility.
The signs will at a minimum identify the facility operator and will conform with Mendocino
04/09/97 10:56 ~707 544 0S66 EBA/MEA [~]003 '~
Counly zoning r~quiremenU and sign ordinance&
Entry Signs: Entry signs depicting the schedule of charges, hours of operation, and listing of
materials accepted axial not accepted will be placed at the main entrance.
Station Seeudly: A. 6 foot chain link fence will be placed along the perimeter of the s/te. Gates
will be locked during noa-operating hours.
Roads: All on-site roads and vehicle mutes will be paved with either asphalt concrete or Portland
cement concrete and will provide all-weather access.
Visual Screening: The areas open to the public at the station will be aesthetically acceptable
through landscaping and station cleaning and other dust and litter' control activities. ! ~adseaping
will consist of trees and shrubs using select low maintenance vegetation as much as posst"ol~.
Visual screening in the form of landscaping will be installed along North State Street and at the
facility entrance. Station cleaning includes loose materials and litter cleanup, con*airier cleaning
and housekeeping activities. Station controls which help maintain an aesthetically accep~le
environment include dust, vector and bird, and litter control activities.
Transfer Building
An approximately 26,000 square foot transfer building will provide for the dumping of waste and
loadout to rail cars for disposal as shown on Figure 2, Two tipping floor openings wi. Il provide
the capaci~ to top-load two mil car containers simultaneously. Rail cars will back into position
in the tunnel and the v,~te will be loaded by gravity from the tipping floor. T~:e flexible transfer
station design will be both rail and truck compatible. Trucking is available as a back-up in ~
the rail goes out for whatever reason.
~ building pad will be built approximately 17 feet above grade to accommodate the difference
in ele~.~ttion needed to load the mil car confiners from the top. Building height will be up to 35
feet and door heights will be up to 25 feet.
The transfer building will consist of metal siding and roof on concrete stem walls. Hos~ reels will
be pwvided for fi.re protection and wash down of the tipping floor. Floor drains or trenches will
connect to the sanitacy sewer system. A building sprinkler system will be provided for additional
fire protection.
To control dust in the area of the loadout chutes, a water mist system will be installed. A positive
roof ventilation system consisting of electrical exhaust fans will provide a minimum of 4 air
changes per hour to mitigate vehicle fumes and waste odors collecting in the building.
Lighting for the transfer building will be provided by translucent panels and .sodium lights.
L:q~OJ'E~IXb~XDF~ IGN.OP B
04/09/97 10:57 e~707 544 0866 EBA/MEA ~004
Scale house/Adminirtratio n Buildin ~
An approximately 1,500 square foot Scalehouse and Administration Building is shown on Figure
! along the entrance road. All transfer building incoming traffic will stop at the scale for
weighing, inspection and fee processing.
.-.
The building will be equipped with heating, ventilation and air conditioning and will include an
employee lunch/break room with lockers, two offices for the general manger and the buy-back
attendant, a unisex handicapped rmtroom for employees and the public, a weighmaster room with
space for records storage, a storage room and telephones.
The scale may be equipped with traffic signals so that incoming traffic can be stopped to allow
the weighing of outbound traffic, as needed.
Ra~ Car Loading
A railroad spur will be extended through the transfer building as shown on Figure 1. Rail
switching and seales under the rail cars will be installed as neces~.
Buy-back/Drop. off Area
A comprehensive buy-back and drop-off recycling area. for self haulers together with a re-use and
resale area will be provided on the north end of the site as shown on Figure 1. Reeyelables will
be stored in bunkers or containers within this area. The buy-back attendant will be housed in the
Administration Building. During final design, the layout of this area may be reconfigured to
allow for drop-off of recyclable material into bins that axe below grade, utili~,i_~g xetaining walls.
Wood and yard waste grinding will not be performed at the rite. Yard and wood waste 4411 be
collected, stored in the transfer building and transported off site for processing.
Traffic Flow
Traffic flow is shown on Figure 1 for all vehicles that will access the site. All traffic will enter
and exit at the main entrance off of North State Street as indicated on Figure I. All incoming
vehicles utilizing the transfer building will be required to stop at the scalehouse for weighing
and/or inspection. Exiting vehicles may also be requixed to stop at the scale house and be
weighed. Vehicles using the re-use and drop-off areas and employees will not have to pass through
the scale area.
Waste Stream and Design Capacity
Per MSWMA estimales, the transfer station is anticipated to initially receive an average of 145
tons per day of waste for a 6-day operation and could receive up to 200 tons per day in the
04/09/97 10:58 ~'707 544 0866 EBA/MEA ~005 '*
foreseeable future. The transfer station and transportation and disposal system, w/Il have the
capability to handle up to 400 tons per day.
r~fic Loading
The facility will be designed to accommodate the total number of vehicles and the expected peak
arrival rates as contained in the Draft Environmental Impact Report dated December 1.995.
Suqface Drainage and Runoff Control
Outside of the transfec building, surface drainage will be managed as non-c~nta~.a~orm wat~. The
drainage plan will use. swales and eulvens to drain water to the existing drainage swale which flow~
south along the eastern property line.
Utilities
Wastewater from the restrooms and Wash-down water from the transfer building will be piped to the
sanitary sewer line along North State Street. Water from the rail car loading area and building floor
drains will be directed to an oil/water separator before entering the sanitary sewer system.
Pacific Gas and Electric will Provide electric power from lines along North State Street. On-site
electric will be installed underground. Telephone service will be provided by Pacific Bell.
Water for eyewashes, drinking, sanitary purposes and fire protection will be provided by the ~allview
County Water District' from the existing water main along North State Street. The existing water
main will need to be extended north to the project site.
Equipment Fueling
A 500 gallon, double wall, above ground diesel fuel tm-'& B proposed for the fueling of the loaders
only.
[~P~-O ]~cq156 ]%DESIGN. OPB
I~U~tUUOa!Au3 0(IOM
9~/z~ n~s ,~£SV~ (IIq0S 0NIO0(INMFI
~/M ([VOMqlVM
,00'169
I
MAVIS HAMON
[OIOJOU2LUOo
q)
o
E~
,09
/
iI
i
/
EXHIBIT "B"
FACILITY OPERATIONS - RAIL OPTION
Hours of Operation
The facility will accept commercial and self haul loads between 7:00 a.m. and 4:00 p.m., Monday
through Saturday. The facility will be closed on Sunday and major holidays.
Station Personnel
Availability: The station operator will provide the n~essary number of fully trained personnel
to accommodate the operations at all times, including daily and seasonal fluctuations in waste
flows. The table below identifies the number and qualifications of employees at the station.
~ Title R_._~onsibilities
1 General Manager Every day operation of the facility, staff scheduling and safety
~__.__.. ~ervisor r~ams
1 Equipment Everyday operation of heavy equipment
Operators
_
1 Gate Attendant Responsible for weighing in and weighing out all refuse vehicles
coming on site
1 Buy-back Responsible for fee collection and operation of buy-back and drop-
..---__ Attendant off area
1 Spotter/Operator Assist in traffic control, inspection and sorting of incoming material,
clean-up and wash down of facilities, litter collection, and janitorial
services and assist with e~eration as needed
1 Maintenance/ Maintenance of station and equipment, spotter and general
Laborer oj~erations
Day to day operation and general management of the station will be performed by the General
Manager. His duties will include the on-site activities associated with the transfer station
operation, including recycling, fee collection, green waste and wood waste management, tipping
activities by commercial and private users, and the proper loading of rail car containers.
Training: Facility personnel will be trained in the safe operation of equipment. Equipment
operators will be licensed as required. Regular safety meetings will be held to discuss operating
procedures, identification of waste materials, accident reporting, and safety awareness, and any
other safety related issues. Facility personnel will complete a hazardous waste materials
LAPROJECT~563\OPERS OPA
management training program. The training program will familiarize personnel with emergency
procedures, equipment, and systems. Personnel will complete an annual hazardous materials
management refresher training program.
Emergency Contact List: An emergency contact list in the format of the table below will be
posted at the gatehouse, and the administration building. It will identify the personnel to be
contacted in the case of an emergency at the facility. The list will be revised as necessary and will
be provided to the LEA, County Health Department, and the local fire authority.
Title Name Phone # Address
Owner & Operator Solid Wastes Systems, (707) 462-8621 P.O. Box 60
Inc Ukiah, CA 95482
General Manager Brace McCracken
Operator: Solid Wastes Systems, Inc will operate the facility. The Company has operated a
refuse collection service in the city of Ukiah for 5 years servicing residential and commercial
accounts and currently collects refuse and recyclables from approximately 4,500 accounts.
Additionally, Solid Wastes Systems, Inc. operates a drop-off center at the Ukiah Landfill and a
buy-back center in Ukiah.
Station Equipment
Type, Capacity and Number of Unils: The stationary and mobile equipment the facility will
utilize is listed below.
Stationary Equipment;
1 - Truck Scale
2 - Platform Rail Scales
Mobile Equipment'
1 - Rubber tired loader
1 - Cat 977 track loader
A brief description of some of the equipment to be used in the transfer operations follows:
Truck Scales: One 10-foot by 70-foot truck scale will be installed in the main access road at the
scalehouse. The scale will be 60 ton capacity and installed in a concrete pit so the top of the scale
is flush with the pavement. Scale instrumentation will include a digital truck weighing system
with a software package, digital weight indicator and surge voltage protection system that meets
or exceeds all requirements of the National Bureau of Standards for commercial weighing.
L:XPROJECTX563\OPERS.OPA
Platform rail scales will be installed in the rail car loading area along with digital readouts
installed on the wall above the loading pit opening.
~ A rubber tired loader will be used for pushing material into the open top rail car
containers. This loader will be either a Case W36, Ford A64, International 530 Dresser Payloader
or equal.
A Caterpillar 977 track loader will be used to crush any bulky waste before pushing it into the rail
car containers. This is done to increase the density of the material in the trailers to obtain optimal
weight.
The loaders will be equipped with heavy-duty diesel engines, automatic bucket controls and sealed
linkages to extend lube intervals and reduce maintenance time.
Equipment Maintenance: The wear and tear of machinery and equipment is high due to the non-
uniformity and characteristics of municipal solid waste. Thus all equipment will be inspected and
maintained at the company's Taylor Road equipment yard in Ukiah, in accordance with
manufacturer recommendations and OSHA requirements. Operators and supervisors will monitor
the operation of equipment they are using and if any problems are identified or suspected the
equipment will be identified to the maintenance shop manager. A maintenance program will be
established prior to the start of operation. The program will be based on the actual equipment and
on equipment supplier recommendations. This program will include, but is no limited to the
following:
Training all mechanics and maintenance Personnel in the maintenance of the type of
equipment to be utilized at the station.
Lubrication schedule for all equipment.
Equipment service program based on hours of operation.
Establish a program for equipment and machinery replacement based on hours of operation
and service.
Standby Equipment: Equipment breakdowns will be minimal due to preventative maintenance
measures. Mechanics are available daily to make repairs to material handling equipment,
structures or facilities. Standby equipment to assure ongoing operations will be obtained, if
necessary, from the company's other operations in Sonoma County.
Materials Handling Activities
Materials check in and weighing: Wastes will arrive at the transfer station via commercial or
self-haul vehicles. All incoming loads will be screened at the scalehouse. A 70-foot scale will
be located adjacent to the scalehouse and each vehicle will be weighed and/or inspected to
determine the gross weight or volume and can be reweighed upon exiting the site, if required, to
determine the tare weight. Tare weight will be kept on record for most commercial vehicles so
L :~PROJECTX563\OPERS.OPA
Incoming Materials Storage: Incoming material will be processed as soon as possible and long
term storage of incoming material will not occur. The tipping floor will be able to store
approximately 250 tons in emergency situations.
Hazardous Materials Storage: Hazardous material, generated as a result of the hazardous waste
screening program or from on-site activities, will be stored in an approved hazardous material
storage container. The area will be constructed and operated to prevent water infiltration into the
material and the release of liquids from the designated area. Storage times will be limited to less
than 90 days.
Buy-Back/Drop-Off Area: A comprehensive buy-back and drop-off recycling area as well as
a reuse and resale area, will be provided for self haulers. A paved area will be provided for
recyclable bins and container storage. The buy-back area will be open with the option of adding
a roof available in the future. The attendant for this area will be housed at the adjacent
Administration Building.
Recyclable material to be accepted will include: cans, bottles, plastic containers, newspaper,
cardboard, magazines, office paper, paperboard, scrap metals, appliances, yard waste, wood
waste, tires, foam padding, motor oil, auto and household batteries and antifreeze.
Materials Separation and Sorting: Selected commercial and self haul loads will be separated
and sorted in the processing area of the Transfer Building. Separation and sorting will take place
manually on the tipping floor. Only loads rich in clean recyclable material will be selected for
sorting. The material will be placed in bins and transported to the main recycling storage area.
The self-haul buy back center will not accept unseparated loads. No sorting will take place at the
buy back center.
Storage of Salvaged or Recyclable Materials: Recyclables will be stored until there is enough
material to fill the container used for transport either by volume or weight. Recovered yard waste
material will be temporarily stored at the designated area on the tipping floor and pushed into
transfer trailers for transport to processing for recycling. Salvageable wood material not suitable
for recycling will be deposited at the re-use area.
Storage of Non-recoverable Residuals Destined for Disposal: The Transfer Building tipping
floor has capacity to store all non-recyclable materials for a minimum of 1.7 days. All residual
waste storage will be inside the Transfer Building.
Size Reduction Operations: Size reduction of bulky items will be done by crushing on the
tipping floor with the track loader.
Transformation Processes: There will be no transformation processes at the facility.
L :~°ROJEC'I~563\OPERS.OPA
Compaction and/or Baling Operations: There are no compaction or baling operations planned
at the facility.
Recovered Materials Facilities, Procedures, and Frequency of Removal: Paper, cardboard,
glass, plastic, aluminum and other recyclables will be stored outside in containers or bunkers until
transfer off-site. Each type of material will be shipped when enough material is stored to make
a truck load.
Non-Recoverable Materials Facilities, Procedures, and Frequency of Removal: Typically
residual solid waste will not be stored at the facility for more than a few hours at a time, with
overnight or one business day being the normal maximum. Material will be compacted on the
floor with a track loader and loaded into rail containers through two 18' long slots in the transfer
station floor.
The mil containers are 20' long by 12' high by 8.5' wide, and have a capacity of 62 cubic yards
each. The containers are top-loading, configured with solid metal or plastic lids which have
heavy-duty hinges on one side and which may be manually opened with a picking hook.
Containers travel four to a single flatcar. They are single-stacked and clear all tunnel heights
without problems.
Rail containers will have their tops opened prior to moving the cars into the loading tunnel.
Containers on flatcars will be pushed along the rail spur in the tunnel underneath the transfer
station building for loading. Movement of the railcars under the tunnel will be achieved by either
a cable/electrical motor system or a diesel-powered trackmobile railcar mover. All loading
activity will take place inside the building. As properly loaded containers exit the building, the
solid lids will be placed back over the top of each container and secured into place with clamps
and straps.
Wood and yard waste will unloaded in a separate area on the tipping floor and loaded into a
transfer trailer through the same floor opening and tunnel utilized by the rail cars. Trailers will
be loaded when enough material has accumulated for a full load.
Hazardous Materials Facilities, Procedures, and Frequency of Removal: Hazardous material
separated as a result of the hazardous waste screening program will be temporarily stored in
approved hazardous material storage containers as mentioned previously. Storage times will be
limited to less than 90 days. Hazardous material will be removed from the facility by a contractor
licensed to transport hazardous waste. The contractor will remove, transport and dispose of the
material in compliance with all federal, state, and local regulations.
Station Maintenance
General: The station will be maintained to provide a clean and safe facility for the public and
employees. The maintenance program will include:
L:LPROJEC'IX563\OPERS.OPA 6
Equipment and machinery maintenance
Inspections and cleaning, if required, of storm drains and sewers
Daily janitorial services for offices, restrooms and scalehouse
Scheduled building maintenance
Maintenance of entrance and directional signs
Proper pavement maintenance and striping of roadways
Landscape maintenance
Cleaning activities discussed below
Loose Materials and Litter Cleanup: Station personal will pick up litter on a daily basis. The
extent of litter pick up will be within the 9.3 acre site. Adjustments to the limits of the litter
patrol may be adjusted based on actual experienced which arise after the facility is in operation.
In addition, a tarping policy will be developed to inform all haulers of the requirements to bring
only covered loads to the facility.
Container Cleaning: Recyclable material collection bins and the rail tunnel will be cleaned as
necessary to prevent the creation of nuisances and the attraction of vectors. At a minimum these
will be cleaned on a weekly basis.
Housekeeping: The Transfer Building will be cleaned daily by sweeping and periodic washing
of the tipping floor. No residual waste material will be stored outside the building.
Health and Safety' Program
Sanitary Facilities: The sanitary facilities consisting of one restroom are located in the
Administration Building. Wastewater from the restrooms and wash-down water from inside the
transfer building will be piped to the sanitary sewer line along North State Street. Wastewater
from the rail tunnel and building floor drains will first be directed to an oil/water separator.
Water Supply: Domestic water for eye washes, drinking and other sanitary purposed will be
provided by the Millview Water District from the existing water main along North State Street.
Fire suppression water will also be provided from this water main.
Communications Facilities: Telephones will be located in the Administration Building, and the
Transfer Building. The station manager will carry a pager when the station is not operating so he
can be reached if an event takes place that needs immediate attention.
Lighting: Operational lighting will be provided since the station will operate in times of darkness.
Inside lighting will be provided in all buildings. Outside lighting will be provided for security and
for on-site traffic circulation and parking areas.
F'we Fighting Equipment: Fire hydrants will be provided for the facility. Fire extinguishers will
be located in all buildings and operational equipment. The Transfer Building will be equipped
L :~PROJECTX563\OPERS.OPA
with an automatic sprinkler system.
Protection of Users: The facility has been designed and will operate with the safety of the public
and the facility personnel as a primary goal. The general manager will be assigned as safety
coordinator. It will be his responsibility to establish a safety manual and safety training program
to be in effect at all times during the facility's operation. The general manager is responsible for
conducting regularly scheduled safety meetings and monitoring safety procedures in the facility.
The Safety Manual and Safety Training Program established prior to operation will include, but
not necessary be limited to, the following:
First aid instruction for all personnel.
Proper signage of safety hazards and safety bulletins.
Adherence to OSHA standards and procedures.
Thorough program for personnel on the types, identification procedures, and handling
methods for all suspicious and/or unacceptable wastes delivered to the facility.
Regularly scheduled safety meetings.
A spotter will be located on the tipping floor during unloading operations. The spotter will assist
the drivers of vehicles in backing into the unloading area and observe for general safety hazards
and the unloading of any hazardous waste.
Safety Equipment: The station operator will provide safety equipment, such as safety glasses,
safety shoes, gloves, coveralls, hard hats, and hearing protection per state and federal safety
agencies and the County Health Department. Emergency shower and eye stations are located at
the Transfer Bt~ilding.
Transportation System to Potrero Hills Landfill
Proposed Short-Haul Transport. Plan: Enough containers on rail cars will be dedicated to this
project such that there will be container/rail car sets continually available on the track at the
transfer station to be loaded during transfer station operating hours. The transfer station will be
designed for rail cars and containers to be pulled on track in a "tunnel" beneath openings in the
tipping floor so that the residual waste can be pushed by loaders through those openings into the
containers below. This will minimize any impact on sensitive receptors in the vicinity of the
transfer station by confining virtually an noise and equipment operations to the inside of the
building. No heavy equipment will needed to operate outside of the building envelope.
Once all four containers on a rail car are loaded with waste, an electric motor car mover or
trackmobile will push the loaded car out of the way, and push an empty car into position in the
tunnel. The loading and rail car positioning process will continue throughout the day until all of
that day's waste has been loaded from the tipping floor into containers. The tipping floor will
then be cleaned and prepared for the next day's waste stream.
L APROIECTX563\OPERS.OPA
Each weekday the local NWP train will bring empty containers on rail cars to the transfer station
track and will pull the loaded containers and rail cars from the facility for the trip to the landfill.
The loaded rail cars will be placed out along the transfer station track adjacent to the NWP
mainline, where the train will connect them with the California Northern at NWP's yard along
Hwy 12 in Schellville. From there, the California Northern will carry the railcars approximately
20 miles from the interchange in Schellville to a container offioading track near the landfill in
Solano County.
At the offioading track, a heavy duty forklift or "piggy-packer" will take loaded containers off the
flatcars and place them onto low-bed trucks for the 4-6 mile trip to the landfill. At the landfill,
the truck trailer will drive onto an existing Columbia Tipper, the door will be opened and the
contents of the container dumped into the working face of the landfill. The container will then
be cleaned, inspected, and driven back to the offioading track for loading back onto the flatcars
and the return trip to Ukiah. Any maintenance to the containers will be done at the landfill by
trained personnel.
Railhaul Route To The Potrero Hills Landfill: From the transfer station storage track, the
loaded rail cars will be pulled by an NWP engine onto the adjacent mainline. The rail cars will
then be pulled south along the mainline through Santa Rosa and southeast to Schellville for
interchange with the California Northern Railroad. The total trip on the NWP is approximately
120 miles.
From Schellville, the California Northern Railroad will pull the railcars, to the container
offloading track nearby the landfill in Solano County. The trip on the California Northern
Railroad will be approximately 20 miles.
Contingency Route from the Transfer Station: As a secondary route, in the unlikely event of
disruption in rail service, the facility utilize either the same 62-cubic yard, 20-foot long, 12-foot
high containers transfer trailers. The containers would be loaded in the transfer station tunnel
while on low-boy or drop-deck truck trailers. Containers would then be driven to the Potrero
Hills Landfill where the contents would be environmentally disposed. The same trucks would then
deliver the empty container back to the transfer station. A "standby pool" of tractor/trailer rigs
or transfer trailers will be available and be sufficient to continue undisrupted service in the event
they are needed to do so. Should rail service be unavailable for any reason, each truck/trailer
combination will be able to make two trips to the landfill and two empty containers back from the
landfill to the transfer station each day. With these procedures, each truck/trailer rig will be able
to transport approximately 40 tons per day of municipal waste. Enough tractor/trailer rigs will
be available, on contingency standby, to accommodate the maximum daily tonnage expected from
the transfer station.
Type and Number of Rolling Stock: Three or four 62-yard metal containers are proposed per
rail car. These 12-foot high containers are manufactured by Accurate Corporation. Each
container will be top-loaded and will have secure lids to provide a secure seal of waste inside.
L:LPROIECT~563\OPERS.OPA
Each 62-yard container has a tare weight of 4 tons and can hold a payload of 22 tons of municipal
solid waste. Each rail car would hold a maximum of 88 tons of waste materials in the four
container configuration.
Based upon a 5-day round-trip time and average loading of 200 tons per day, an estimated 50
containers will be needed. Allowing for four containers per flatcar, approximately 13 flatcars will
be required in the railcar pool.
Alternatively, if the NWP is able to take the train from Ukiah to the end of the line in Schellville,
and should for any reason the California Northern not be able to haul the railcars from Schellville
to Suisun, containers can be readily lifted from the train onto truck trailers at the Schellville yard
at Hwy 12 for the 20-mile shuttle along Hwy 12 into the landfill.
Frequency & Lengl.h of Trips: At this time, it is estimated that loaded railcars will depart from
the transfer station every weekday or five times per week.
The estimated one-way-trip time from Ukiah to Potrero Hills Landfill for regularly scheduled
freight service is one day. The total round-trip including travel to Solano County, unloading,
container inspection and maintenance, travel back to Ukiah, loading at the transfer station, and
pick up by the NWP is 5 days.
L:kPROJECT~563\OPERS OPA
10
EXHIBIT C
AGREEMENT FOR L~NDFILL DISPOSAL SERVICES
This Agreement is made and entered into, as of the later of
the dates of execution, by and between SOLID WASTES SYSTEMS, INC.,
("SWS"), a California corporation, and POTRERO HILLS LANDFILL,
INC., ("Potrero Hills"), a California corporation, who shall
collectively be referred to as the "Parties.,,
1. Potrero Mills warrants and represents that it owns and
operates the Potrero Hills Landfill ("Landfill',), a fully-permitted
solid waste landfill in suisun, California, and has'title therein
sufficient to perform its obligations hereunder.
2. Potrero Hills acknowledges that, pursuant to a contract
("MSWMA Contract,,) with the Mendocino Solid Waste Management
Authority ("MSWHA"), Sws will operate a solid waste transfer
station at 3401 N. State Street, Ukiah, California ("Transfer
Station"), serving a portion of Mendocino County, California, and
will provide for transportation of the solid waste to Landfill~ and
that this Agreement forms am essential supplement to the MSWMA
Contract, and without this Agreement, MSW~ would not enter into
the MSWMA Contract.
3. sws will deliver all Acceptable Waste accepted at the
Transfer Station pursuant to the MS%~ Contract to the Landfill.
· SWS shall inspect waste delivered to the Transfer Station as
required by Applicable law and the MSWMA Contract to exclude
hazardous wastes.
4. Commencing with Trial Operations, start-up~ and
Acceptance Testing of the Transfer. Station in accordance with the
MSWMA Contract. Potrero Hills '~hall accept and dispose through
landfilling all solid waste delivered by SWS at the Landfill in
accordance with Applicable Law, the Landfill's permits and
accepted industry practices. '
5. Potrero Hills shall make available and reserve sufficient
fully-permitted Landfill capacity to accommodate all Acceptable
Waste generated in the Service Area of MS!~MA for the entire term of
this Agreement including an}, extensions that may be exercised by
SWS at the direction of MSW~.~.
6. Landfill shall be open to receive deliveries of solid
waste by SWS between the hours of 6:00 a.m. and 10:00 p.m. 7 days
per week, 365 days per year. '
7. Effective January 1, 1999, the total tipping fee charged
by Potrero Hills to sws for receiving and disposing of solid waste
shall be $2~.00 per ton. Beginning on July 1, 2000, and on each
July i thereafter, the fee shall be increased or decreased by a
percentage equal to 75% of the percentage change within the
previous calendar year in the San Francisco-Oakland-San Jose
Consumer Price Index, All Items Index, All Urban Consumers
published by the U.S. Bureau of Labor Statistics.
\OO¢\P00590~l \139670 '1_.
APR-- 9--9]'
8. sws snail pay Potrero Sills within thirty (30) days of
receiving an acceptable invoice from Potrero Hills for the
preceding month.
9. The total tapping fee charged by Potrero Hills to SWS
shall include all taxes, license fees or host fees imposed by any
government entity upon Landfill and a change in those fees shall
not be cause for a change in the fee charged to Contractor, except
that the imposition or increase in federal or state taxes or fees
which apply only to solid waste disposal facilities, above the
level of such fees as of the date herein, shall be added to the
tipping fee.
10. Potrero Hills shall provide and operate a tipper machine
to empty SWS's transfer trailers or rail containers by elevating
them so that solid waste falls by force of gravity through the rear
opening in the transfer trailer. Potrero Hills shall ensure that
the tipper is available to SWS mhd functioning during all hours
that Landfill is open to receive SWS's deliveries.
ll. Potrero Hills shall indemnify, hold harmless and defend
SWS, MSWMA, County of Mendocino, City of Ukiah, City of Fort Bragg,
and City of Willits, and their officers, agents and employees, from
and against any and all losses, damages, costs, charges, expenses,
suits, actions, claims, Judgments, liabilities and attorney's fees
directly or indirectly resulting from, arising out of, or related
to Potrero Hills' ownership, operation, remediation, closure or
post-closure of Landfill, 'including, but not limited to,
environmental impairment and any liabilities under the
Comprehensive Environmental Response, Compensation and Liability
Act (CERCLA). This indemnity of SWS, MSWMA, County of Mendocino,
City of ukiah, City of Fort Bragg and City of Wiltits by Potrero
Hills is intended to operate as an agreement pursuant to 42 U.S.C.
Section 9607(c) and California Health and Safety Code Section 25364
to insure, protect, hold harmless and indemnify said indemnities
from liability in accordance with this Section. Said indemnities
do not hereby waive or surrender any other indemnity available to
all or any of them under any Applicable Law.
12. Potrero Hills shall comply with all Applicable Law
pertaining to operation and closure of Landfill and its Performance
Obligations hereunder, including closure and post-closure financial
assurance through maintenance of dedicated funds as required by
Applicable Law. Potrero Hills shall continuously possess and
comply with all permits required by Applicable Law for operation of
Landfill. Potrero Hills shall provide to SWS, or to MSWMA,
evidence of compliance with all such permits, laws and regulations
promptly upon request.
i3. In the event of termination of the MS%~MA Contract for any
reason, this Agreement shall also terminate unless MSWMA, within
thirty (30) days of receiving notice of such termination, gives
notice to Potrero Hills of its intent to keep this Agreement in
effect, in which case this Agreement shall remain in effect and
\D0C \P00590~ 1 \1 :~9670 2
P- 04
MSWMA shall succeed to all the rights and assume all ~he
obligations of SWS under this Agreement as of the date the MSWMA
Contract terminates.
14. Potrero Hills shall notify. MSWMA immediately in writing
of any Payment delinquency, default or termination of this
Agreement. '
15. No amendment or waiver of the terms of this Agreement
shall be made by either potrero Hills or SW$ without written
consent of MSWMA, given at its sole discretion which ¢on~ent shall
not be unreasonably withheld. Potrero Hills hereby acknowledges
and declares that MSWMA, county of Mendocino, City of Ukiah, City
of Fort Bragg and City of Willits are and shall be third party
beneficiaries of this Agreement, including, without limitation,
ind~mnification hereunder, and may enforce their rights against
Potrero Hills hereunder directly, as if parties hereto.
16. A fully-executed copy of this Agreement bearing original
signatures shall be provided to MS~A. All communications to MSWMA
shall be addressed to the address below, or such other address
provided from time to time by MSWMA:
General Manager
MENDOCINO SOLID WASTE MANAGEMENT AUTHORITY
i01 W. Church Street, ~9
P. O. Box 123
Ukiah, CA 95482
Telephone: 707-468-9704
Facsimile: 707-468-3877
17. Time is of the essence in this Agreement. Parties'
failure to object to a breach of any provision is not and shall not
be construed as a waiver of that provision. The payment or
acceptance of compensation to any breach is not and shall not be
deemed an acceptance of that breach. Any waiver must be in
writing.
18. Ail terms not defined herein, including, without
limitation, Acceptable Waste, Applicable Law, Direct Costs, Service
Area, Yard waste, Wood Waste, recyclables and hazardous waste,
whether or not capitalized, shall have the meanings defined in the
MS~MA Contract.
19. T~is A~reement shall not become effective until and
unless all of the following occur within 120 days. of the execution
of this Agreement:
a. MSWF~ executes the MSWMA Contract;
b. MSW]~A member jurisdictions adopt covenants as
required by the MS~.%iA Contract concerning waste flow to the
Transfer Station; and,
APR-- 9--97' WED ! 1 : (::''-'~ P. 05 't~
C. MSWMA delivers written notice to SWS that Landfill
shall be the designated disposal site under the MSWMA Contract.
20. The term of this Agreement shall be ten (10) years,
beginning with the first delivery of waste to the Transfer Station
in 1999. SWS may extend this Agreement for two successive terms of
five (5) years each with the concurrenc~ of MSWV~.
Executed this
day of __.~~~., _,, , 1997, at
California. - '--
INC. SOLI~ES SYSTEM~, IN~
By..
\oO~\POOSg02 ~ \ 1396~0
FIRST ADDENDUM TO CONTRACT FOR TRANSFER STATION
CONSTRUCTION AND OPERATION AND SOLID WASTE
TRANSPORTATION AND DISPOSAL (Rail Haul)
This Addendum to the Contract for Transfer Station
Construction and Operation and Solid Waste Transportation and
Disposal is made and entered into, as of the later of the dates
of execution, by and between the Mendocino Solid Waste Management
Authority, a joint powers agency organized under the laws of the
State of California ("MSWMA"), and Solid Wastes Systems, Inc., a
California corporation ("Contractor").
MSWMA and Contractor agree as follows:
1 Article 4, Section 4.01, "Components of Service Fee,
is hereby amended to read in its entirety as follows:
4.01 Components of Service Fee. Contractor will
collect the Service Fee from the public for use of the
Transfer Station. Contractor will not be entitled to any
other payments by MSWMA or the public for performance of the
work described in this Contract, except as stated herein.
The Service Fee shall be stated and charged in dollars per
ton, except as noted herein. The total Service Fee for
solid waste shall consist of the sum of the following
components:
constru, adl
4/22/97
a. Operatinq & Disposal Component, which shall be
the sole compensation to Contractor for operation of the
Transfer Station, transportation of Acceptable Waste to the
Disposal Facility, and disposal at the Disposal Facility.
The Operating & Disposal Component will initially be set at
and remain at $ ~3.~ until July 1, 2000.
b. Construction Cost Component, which shall
reimburse Contractor for the capital costs incurred in
construction of the Transfer Station, pursuant to the terms
of this Contract. The amount of the Construction Cost
Component will be set pursuant to Section 4.06,
"Construction Costs."
c. MSWMA Surcharqe Component, which shall be set
by the Board of Directors of the Mendocino Solid Waste
Management Authority and shall be collected by Contractor
and paid monthly to the MSWMA to fund certain solid waste
services to the public. The existing level of the MSWMA
Surcharge is $6 per ton and may be increased or decreased at
the sole discretion of MSWMA.
2. Article 4, Section 4.03, "Adjustment for Low Tonnage"
is hereby deleted.
constru, adl 2
4/22/97
3. The following is added as a new Article 4, Section
4.14, "Adjustment for Additional Wastestream":
4.14 Adjustment for Additional Wastestream. If during
the term of this Contract, solid waste originating from
Humboldt County, California, is transported by railroad to
an intermodel facility in or near Suisun, California, that
is used pursuant to this Contract, and such solid waste is
thereafter transported to and disposed of at the Landfill,
then beginning on the July 1 next following and for as long
as such solid waste continues to be so transported to and
disposed of at the Landfill, the Operating and Disposal
Component of the Service Fee shall be reduced. The amount
of the reduction shall be One Dollar Thirty-eight Cents
($1.38) per ton; provided, however, that if, as of the July
1 that the reduction first becOmes effective or as of any
July 1 thereafter, the amount of solid waste from Humboldt
County, California, that is reasonably expected to be so
transported and disposed of at the Landfill during the next
following twelve (12) months (based upon delivery contract
and/or previous 12 months wasteflow or other reasonable
measures) is less than Eighty-five Thousand (85,000) tons,
then the reduction during that 12-month period shall be
decreased to an amount equal to One Dollar Thirty-eight
Cents ($1.38) multiplied by a fraction, the numerator of
which is the number of tons of solid waste from Humboldt
constru, adl
4/22/97
County, California, that are reasonably expected to be so
transported and disposed of at the Landfill during that 12-
month period and the denominator of which is Eighty-five
Thousand (85,000). On July 1, 2000, and each July 1
thereafter, the reduction in the Operating and Disposal
Component of the Service Fee under this Section 4.14 shall
be subject to the same adjustment for changes in the
Consumers Price Index set forth in Section 4.02.
IN WITNESS WHEREOF, this Addendum was executed by the
parties hereto as of the latter of the dates written below:
MENDOCINO SOLID WASTE MANAGEMENT AUTHORITY
by:
Richard Shoemaker
Chairman of the
Board of Directors
Date: , 1997
ATTEST:
Date: , 1997
SOLID WASTES SYSTEMS, INC.,
a California cor~p_qr~tion
by: '.
J~mes Ra~to
President
Date: /'-/-,~3 , 1997
constru, adl
4/22/97
01/88/'1'~94 03' 18 787-4~8-3877
SECOND ADDENDUM TO CONTRACT FOR TRANSFER STATION
CONSTRUCTION AND OPERATION AND SOLID WASTE
TRANSPORTATION AND DISPOSAL (Rail Haul)
This Second Addendum to the Contract for Transfer Station Construction and
Operation and Solid Waste Transportation and Disposal is made and entered into,
as of the later of the dates of execution, by and between the Mendocino Solid
Waste Management Authority ("MSWMA"), and Solid Wastes Systems, Inc.
("Contractor").
MSWMA and Conlxactor agree as follows:
Article 4,. "Payments", is amended to add the following new Section 4.14:
4.14 Change In Landfill. In the event that (a) a reduction in the disposal tipping
fee charged to Contractor by Landfill subcontractor is available at any time during
the term of this Contract, or (b) MSWMA and Contractor mutually agree not to
extend the term of the Landfill subcontractor beyond the initial ten years, because
an acceptable less-costly alternative disposal site is available, or an altemafve
method of disposal is available, any savings realized by Contractor from reduced
disposal tipping fee and/or transportation costs shall be deducted from the
Operating & Disposal Component of the Service Fee. Agreement of Contractor to
use of a less-costly disposal site shall not be'unreasonaNy withheld.
..IN WITNESS WHEREOF, this Addendum was executed by the parties hereto as
of the latter of the dates written below:
MENDOCINO SOLID WASTE MANAGEMENT AUTHORITY
·
By'
Richard Shoemaker, Chairman of the Board of Directors
DATE:
ATTEST:
DATE:
SOLID WASTE~Y~MS, INC.
James Ratto, President
DATE:
70? 769~81~ P.03
ADDENDUM TO
AGRF~ENT.~0R LAND~ZLL DISPOSAL SERVICES
This Addendum is attached to and made part of the Agreement
for Landfill DisposaI Services (the "Agreement',) between SOLID
WASTES SYSTEMS, INC., a California corporation ("SWS"), and
POTRERO HILLS LANDFILL, INC., a California corporation ("Potrero
Hills").
1. The following is added at the end of Paragraph 7 of the
Agreement:
',Notwithstanding the foregoing, if during the term of
this Agreement, solid waste originating from Humboldt
County, California, is transported by railroad to an
intermodal facility in or near the City of Suisun,
$olano County, california (hereinafter referred to as
"Humboldt Waste-l, that is used to handle all or
substantially all of the solid waste which is delivered
to the Landfill under this Agreement, and such Hunuboldt
Waste is thereafter transported to and disposed of at
the Landfill, then beginning on the July 1 next
following and for as long as such Humboldt Waste and
the solid waste to be delivered to the Landfill
hereunder continue to be so transported to alud disposed
of at the Landfill, the total tipping fee set forth in
this paragraph for the solid waste to be delivered to
the Landfill hereunder from Mendocino County shall be
reduced as hereafter provided. The amount of the
reduction shall be One Dollar ($1.00) per ton from the
APR-~5-1997 15:51 NOJATO DISPOSAL 70? 769~1~ ~ 0~
price established pursuant to Paragraph 7, above;
provided, however, that if as of the date the reduction
first becomes effective or as of any July 1 thereafter,
the amount of Humboldt Waste that is reasonably
expected to be so transported and disposed of at the
Landfill during the next following year (based upon
4elivery contract, previous year waste flow, or other
reasonable measures) is less than 85,000 tons, then the
reduction during that year shall be decreased to an
amount equal to One Dollar ($1..00) ~ultiplied by a
fraction, the numerator of which is the number of tons
of Humboldt Waste that are reasonably expected to be
transported and disposed of at the Landfill during the
year and the denominator of ~hich is 85,000. On July
1, 2000, and each July 1 thereafter, the reduction in
the total tipping fee based on the disposal of waste
originating from Humboldt County shall be subject tc
the annual adjustment based on changes in the consumer
price index as set forth above."
2. Paragraph 9 of the Agreement is amended to read in its
entirety as follows:
"The total tipping fee charged by Potrero Hills to SWS
shall include all taxes, license fees, or host fees
imposed by any gcvernmental entity upon Landfill and a
change in those fees shall not be cause for a change in
APR-2_~-1997 13:50 ~JOLJATO DISPOSAL ?0? ?698810 P. 01
the fee charged to sws, except that the imposition or
increase in federal or state taxes or fees which apply
only to solid waste disposal facilities from the level
of such fees as of the date herein shall cause an equal
increase in the tipping fee, and, if any fee imposed on
solid waste by the california.Integrated waste
Management Board is divided so that the fee imposed on
the Landfill is reduced with a commensurate increase in
the fee imposed on the Transfer Station, then the
tipping fee shall be decreased by the same amount that
the fee on the Landfill is so decreased.,,
In all other respects, the agreement is ratified, confirmed
and approved.
Executed this ~0 day of ~P~?
.... .~M~6 ~O.~P~ , California.
, 1997, at
SOLID WASTES SYSTEMS, INC.,
a California corporation
POTRERO HILLS LANDFILL, INC. ,
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
Golf Course Category
Daily Fees Daily Fees
Monday-Thursday Friday-Sunday
Annual
Membership
Fees
D,
Annual Membership
Adult
Adult Couples
Senior
Senior Couples
Junior
$60O
$925
$450
$75O
$175 first child
and ~150 per
additional child
E,
Monthly Membership
Adult
Senior
Junior
$85
$77
$40
*Junior - 18 years and under
F. Punch Cards
$140 plus $2
per round on
weekends
G. Yearly Cart-Path
$160
H,
Monthly Cart Storage Fees
Gas
Electric
PASSED AND ADOPTED this
21st
day of
May
$20
$25
, 1997, by the
following roll call vote.
AYES:
NOES: None
ABSENT: Councilmember Ashiku
ABSTAIN: None
ATTEST:
Councilmembers Kelly, Chavez, Mastin, and Mayor MalOne
SKeridan Malone, Mayo/
/
en B. Henderson, City Clerk
B:RE~I
FEES.GC
that exit weighing will typically not be required for these vehicles. Incoming vehicles will be
directed to the following areas based on their contents:
Collection vehicles (residential and commercial packer truck loads) will be directed to the
south side of the Transfer Building for unloading on the tipping floor.
Self haul vehicles containing recyclables will be directed to the buy-back and drop-off
recycling area.
Self-haul loads consisting only of yard and wood waste will be directed to the Wood and
Yard Waste storage area on the tipping floor.
Self-haul vehicles with only waste to be disposed will be directed to the north end of the
Transfer Building for unloading on the tipping floor.
Any load believed to contain unacceptable waste will be directed to a separate area where
the load can be inspected.
Hazardous Waste Screening Program: Discharge of hazardous waste will be prohibited at the
facility. A Hazardous Waste Screening Program for the facility will be prepared. The screening
program will consist of the following activities'
Inspection of random in-coming loads.
Regular visual inspection of the wastes deposited at the facility.
Training of facility personnel in hazardous waste recognition and proper hazardous waste
handling procedures.
Reporting incidents of unlawful disposal to appropriate agencies.
Installation of signs at the facility entry way indicating that no hazardous waste are
accepted.
Unloading: Following inspection and weighing at the scalehouse, haulers will be directed to the
appropriate area to unload their material. Figure 2 in Exhibit "A" identifies the unloading
locations for commercial, and self haul vehicles. Self haul vehicles discharging buy back material
will unload at the buy back center. Commercial, and self haul vehicles, excluding self hauls
discharging buy back material, will discharge material in discrete unloading areas within the
Transfer Building. On one side of the tipping floor, commercial trucks will unload and on the
other side of the tipping floor, sel-haulers will be directed by a spotter to unload their wastes in
a designated area. The unloading areas will be separated by K-rail, signage and a spotter. The
unloading areas will be separated by a loading slot through which waste will be pushed into
containers in the tunnel below.
Wind blown-material will be reduced and controlled by unloading material inside the Transfer
Building, a perimeter fence surrounding the site and a litter collection program.
L :LPROJEC'I~563\OPERS.OPA