HomeMy WebLinkAbout2023-04-20 MSWMA Packet A MAN
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MENDOCINO SOLID WASTE MANAGEMENT AUTHORITY (MSWMA)
Board of Commissioners Regular Meeting
AGENDA
Civic Center Chamber♦ 300 Seminary Avenue♦ Ukiah, CA 95482
Fort Bragg City Hall, Downstairs Conference Room ♦ 416 N. Franklin Street♦ Fort Bragg, CA 95437
To participate or view the virtual meeting, go to the following link: https://us06web.zoom.us/m/85470132549
Or you can call in using your telephone only:
• Call (toll free) 1-669-444-9171
• Enter the Access Code: 854 7013 2549
• To Raise Hand enter*9
• To Speak after being recognized: enter*6 to unmute yourself
Alternatively, you may view the meeting (without participating) by clicking on the name of the meeting
at www.cityofuki.n.com/meetings.
April 20, 2023 -9:00 AM
1. CALL TO ORDER
2. AB 2449 NOTIFICATIONS AND CONSIDERATIONS
3. APPROVAL OF MINUTES
3.a. Approval of the Minutes for the March 23, 2023, Regular Meeting.
3.b. Approval of the Minutes for the March 30, 2023, Special Meeting.
4. GENERAL MANAGER AND FINANCIAL REPORTS
5. COMMISSIONER REPORTS AND ANNOUNCEMENTS
6. AUDIENCE COMMENTS ON NON-AGENDA ITEMS
The Mendocino Solid Waste Management Authority Board of Commissioners(Commissioners)welcomes input from the
audience. In order for everyone to be heard, please limit your comments to three (3)minutes per person and not more than ten
(10) minutes per subject. The Brown Act regulations do not allow action to be taken on audience comments on non-agenda
items. If you wish to submit written comments, please provide information to MSWMA, located at 3200 Taylor Drive, Ukiah,
California.
7. DISCUSSION AND ACTION ITEMS
7.a. Consideration and Possible Action to Approve and Authorize the Chairperson to Execute Three
Agreements: (1) Services Agreement with Ukiah Waste Solutions to Provide Household
Hazardous Waste Services for MSWMA; (2)Agreement to Lease 3200 Taylor Drive to Ukiah
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Waste Solutions; and (3) Services Agreement with City of Ukiah to Provide General Manager
and Related Administrative Services to MSWMA; that could Restructure the Operation of the
Mendocino Solid Waste Management Authority (MSWMA), All with an Effective Date of April 1,
2023.
Recommended Action:Approve and authorize the Chairperson to execute three agreements:
(1) Services Agreement with Ukiah Waste Solutions to Provide Household Hazardous Waste
Services for MSWMA; (2) Agreement to Lease 3200 Taylor Drive to Ukiah Waste Solutions;
and(3) Services Agreement with City of Ukiah to Provide General Manager and Related
Administrative Services to MSWMA; all with an effective date of April 1, 2023. The
commencement and operation of these three agreements is contingent upon the approval of
agreement(3), Services Agreement with the City of Ukiah to Provide General Manager and
Related Administrative Services to MSWMA, by the City Council of the City of Ukiah.
Attachments:
1. 7a Staff Report
2. Agreement#1 - DRAFT Service Agreement
3. Agreement#2 - DRAFT Lease Agreement
4. Agreement#3 - DRAFT Administrative Agreement
5. MSWMA 2019 JPA - FOR REFERENCE
7.b. Approval of Budget Amendments.
Recommended Action: a. Approve new Budget line item in the amount of$19,083.25 to reimburse
the City of Ukiah for costs to restate the MSWMA JPA agreement, and to develop and execute a
plan for restructuring MSWMA. b. Approve new Budget line item in the amount of$48,000 for City
of Ukiah initial compensation under the terms and conditions of the Services Agreement with City
of Ukiah to provide General Manager and related administrative services to MSWMA, as described
in paragraph 4A, for the period March 1, 2023 to June 30, 2023.
Attachments:
1. Staff Report
7.c. Transfer of MSWMA Funds to New Custodian.
Recommended Action: Direct the Chairperson to take the steps necessary to immediately transfer
all MSWMA funds on deposit at Savings Bank of Mendocino County, and any undeposited
amounts, to the City in its role as Treasurer of MSWMA as described in section 2B of the
Agreement, and close those accounts when the transfer has been accomplished.
Attachments:
1. Staff Report
7.d. Consideration and Possible Adoption of Resolution Adopting the Style of Action Minutes in
Conjunction with Digital Audio or Digital Audio-Video Recordings to be the Official Recordation
Used for the Mendocino Solid Waste Authority Board of Commissioners.
Recommended Action:Adopt the resolution establishing the Action Minute style in conjunction
with digital audio or digital audio-video recordings for the official recordation used for the
Mendocino Solid Waste Authority Board of Commissioners.
Attachments:
1. Proposed Resolution
8. SET NEXT MEETING DATE
8.a. Discussion and Consideration to Move the Regular Meeting Date/Time to the Second
Thursdays of the Month, at 9:00 a.m. - Making the Next Meeting Date May 11, 2023 - , to be
Held at the Ukiah Civic Chamber, and Virtually at the Fort Bragg City Hall.
Recommended Action:Approve moving the regular meeting date to the second Thursdays of the
month, making the next meeting date May 11, 2023, at 9:00 a.m., to be held at the Ukiah Civic
Chamber, and virtually at the Fort Bragg City Hall.
Attachments: None
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9. CLOSED SESSION - MAY BE HELD AT ANY TIME DURING THE MEETING
Closed Session may be held at any time during the meeting.Any public reports of action taken in closed session will be made
in accordance with Government Code section 54957.1
9.a. Conference with Labor Negotiator (54957.6)
Unrepresented Employees: (All Positions)
9.b. Public Employee Discipline/Dismissal/Release
10. ADJOURNMENT
Please be advised that the Mendocino Solid Waste Management Authority(MSWMA)needs to be notified 24 hours in advance of a
meeting if any specific accommodations or interpreter services are needed in order for you to attend. MSWMA complies with ADA
requirements and will attempt to reasonably accommodate individuals with disabilities upon request. Materials related to an item on
this Agenda submitted to the MSWMA Commissioners after distribution of the agenda packet are available for public inspection at the
front counter at the Ukiah Civic Center, 300 Seminary Avenue, Ukiah, CA 95482, during normal business hours, Monday through
Friday, 8:00 am to 5:00 pm.
I hereby certify under penalty of perjury under the laws of the State of California that the foregoing agenda was posted on the bulletin
board at the main entrance of the City of Ukiah City Hall, located at 300 Seminary Avenue, Ukiah, California, not less than 72 hours
prior to the meeting set forth on this agenda.
Kristine Lawler, CIVIC
Dated:4/14/23
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AGENDA ITEM 3a
MENDOCINO SOLID WASTE MANAGEMENT AUTHORITY (MSWMA)
Board of Commissioner MINUTES
Regular Meeting
CIVIC CENTER CHAMBER
300 Seminary Avenue, Ukiah, CA 95482
416 N. Franklin Street, Fort Bragg, CA 95482
Virtual Meeting Link: https://us06web.zoom.us/i/85470132549
March 23, 2023
10:00 a.m.
1. CALL TO ORDER
The Mendocino Solid Waste Management Authority Board of Commissioners met at a Regular
Meeting on March 23, 2023, having been legally noticed on March 17, 2023. The meeting was held
in person and virtually at the following link: https://us06web.zoom.us/j/85470132549. Kristine Lawler,
Ukiah City Clerk, called the meeting to order at 10:03 a.m. Roll was taken with the following
Commissioners Present: Douglas F. Crane, Dan Gjerde (attending virtually from Fort Bragg
location), Jason Godeke (attending virtually from Fort Bragg location), Maureen Mulheren, and
Madge Strong. Staff Present: Tim Eriksen, City of Ukiah Public Works Director/City Engineer;
Emmett Jones, City of Ukiah Business Advisor; and Kristine Lawler, Ukiah City Clerk.
a. Introduction and Administer of Oath of Office to New Commissioners.
Presenter: Kristine Lawler, Ukiah City Clerk.
City Clerk, Kristine Lawler, administered the Oath of Office to Commissioners Douglas F. Crane and
Jason Godeke.
b. Elect Chair and Vice Chair, and Establish a Regular Meeting Date, Time, and Location.
Presenter: Kristine Lawler, Ukiah City Clerk.
Motion/Second: Strong/Crane to nominate and appoint Commissioner Mulheren to serve as Chair.
Motion carried by the following roll call votes: AYES: Crane, Gjerde, Godeke, Mulheren, and Strong.
NOES: None. ABSENT: None. ABSTAIN: None.
CHAIR MULHEREN PRESIDING.
Motion/Second: Mulheren/Strong to nominate and appoint Commissioner Gjerde to serve as Vice
Chair. Motion carried by the following roll call votes: AYES: Crane, Gjerde, Godeke, Strong, and
Mulheren. NOES: None. ABSENT: None. ABSTAIN: None.
Motion/Second: Mulheren/Crane to hold meetings on the third Thursdays of the month, at 9:00
a.m., in the City of Ukiah Civic Chamber and virtually in the Fort Bragg City Hall. Motion carried by
the following roll call votes: AYES: Crane, Strong, Godeke, Gjerde, and Mulheren. NOES: None.
ABSENT: None. ABSTAIN: None.
2. AB 2449 NOTIFICATIONS AND CONSIDERATIONS
No notifications or considerations were presented.
3. APPROVAL OF MINUTES
a. Approval of the Minutes for the October 20, 2022, Regular Meeting.
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MSWMA Minutes for March 23, 2023, Continued:
Motion/Second: Strong/Mulheren to approve Minutes of October 20, 2022, a regular meeting, as
submitted. Motion carried by the following roll call votes: AYES: Godeke, Strong, Gjerde, and
Mulheren. NOES: None. ABSENT: None. ABSTAIN: Crane.
4. GENERAL MANAGER AND FINANCIAL REPORTS
a. Report on the Status of Restructuring.
No report was received.
b. February 28, 2023, Year-to-Date Financial Report
Presenters: Chair Mulheren.
Staff Comment: Sally Helm, Acting MSWMA Secretary.
Commissioner Consensus to direct Staff to submit a report showing budget actuals in
comparison to a couple of previous years. (Chair Mulheren will work with Ms. Helm.)
Report was received.
5. COMMISSIONER REPORTS AND ANNOUNCEMENTS
No Commissioner reports were received.
6. AUDIENCE COMMENTS ON NON-AGENDA ITEMS
No public comments were received.
7. DISCUSSION AND ACTION ITEMS
a. Consideration and Possible Action to Approve and Authorize the Chairperson to Execute
Three Agreements: (1) Services Agreement with Ukiah Waste Solutions to Provide
Household Hazardous Waste Services for MSWMA; (2) Agreement to Lease 3200 Taylor
Drive to Ukiah Waste Solutions; and (3) Services Agreement with City of Ukiah to Provide
General Manager and Related Administrative Services to MSWMA; that could Restructure
the Operation of the Mendocino Solid Waste Management Authority (MSWMA), All with
an Effective Date of April 1, 2023.
Presenters: Tim Eriksen, Public Works Director/City Engineer and Emmett Jones, City of Ukiah
Business Advisor.
Commissioner Godeke departed at 11:11 a.m.; and Commissioner Gjerde switched to a phone.
Public Comment: Jerry Ward, Solid Waste of Willits.
Motion/Second: Crane/Strong to continue this item to a Special Meeting to be held on March 30,
2023, at 9:00 a.m. Motion carried by the following roll call votes: AYES: Crane, Strong, Gjerde,
Mulheren. NOES: None. ABSENT: Godeke. ABSTAIN: None.
Commissioner Directive to print out a hard copy and deliver to Commissioner Strong.
b. Approval of Budget Amendments.
Presenters: Tim Eriksen, Public Works Director/City Engineer.
Motion/Second: Crane/Strong to continue this item to a Special Meeting to be held on March 30,
2023, at 9:00 a.m. Motion carried by the following roll call votes: AYES: Crane, Strong Gjerde,
Mulheren. NOES: None. ABSENT: Godeke. ABSTAIN: None.
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MSWMA Minutes for March 23, 2023, Continued:
c. Transfer of MSWMA Funds to New Custodian.
Motion/Second: Crane/Strong to continue this item until there is more discussion on 7a [Special
Meeting to be held on March 30, 2023, at 9:00 a.m.] Motion carried by the following roll call votes:
AYES: Crane, Strong, Gjerde, Mulheren. NOES: None. ABSENT: Godeke. ABSTAIN: None.
d. City of Fort Bragg — County of Mendocino Jointly Owned Casper Transfer Station
Surcharge Bank Account.
Presenters: Tim Eriksen, Public Works Director/City Engineer and Emmett Jones, City of Ukiah
Business Advisor.
Staff Comment: Sally Helm, Acting MSWMA Secretary; Isaac Whippy, City of Fort Bragg, Finance
Director.
Public Comment: Amber Fisette, Deputy Director of Transportation
Motion/Second: Strong/Gjerde to approve that the item has already been completed. Motion
carried by the following roll call votes: AYES: Crane, Strong, Gjerde, and Mulheren, NOES: None.
ABSENT: Godeke, None. ABSTAIN: None.
e. Consideration and Possible Action on Appointing a Coastal and an Inland Commissioner
to an Advisory Executive Committee.
Presenters: Chair Mulheren and Tim Eriksen, Public Works Director/City Engineer.
Motion/Second: Strong/Crane to appoint Chair Mulheren (inland representative) and Vice Chair
Gjerde (coastal representative) to an Advisory Executive Committee, a standing committee subject
to Brown Act rules as Described in paragraph 2A(3) of the Services Agreement with City of Ukiah to
provide General Manager and related administrative services to MSWMA. Motion carried by the
following roll call votes: AYES: Crane, Strong, Gjerde, and Mulheren. NOES: None. ABSENT:
Godeke. ABSTAIN: None.
f. Consideration and Possible Adoption of Resolution Adopting the Style of Action Minutes
in Conjunction with Digital Audio or Digital Audio-Video Recordings to be the Official
Recordation Used for the Mendocino Solid Waste Authority Board of Commissioners.
Motion/Second: Crane/Gjerde to continue this item to a Special Meeting to be held on March 30,
2023, at 9:00 a.m. Motion carried by the following roll call votes: AYES: Crane, Strong Gjerde,
Mulheren. NOES: None. ABSENT: Godeke. ABSTAIN: None.
8. SET NEXT MEETING DATE
a. Set Date of Next Commission Meeting.
Next meeting has already been established as March 30, 2023, at 9:00 a.m.
THE MSWMA COMMISSIONERS ADJOURNED TO CLOSED SESSION AT 11:45 A.M.
9. CLOSED SESSION
a. Conference with Labor Negotiator (54957.6)
Unrepresented employees: (All Positions)
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MSWMA Minutes for March 23, 2023, Continued:
b. Public Employee Discipline/Dismissal/Release
No action was reported out.
10. ADJOURNMENT
There being no further business, the meeting adjourned at 12:10 p.m.
Maureen Mulheren, MSWMA Chair
ATTEST:
Kristine Lawler, City of Ukiah City Clerk
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AGENDA ITEM 3b
MENDOCINO SOLID WASTE MANAGEMENT AUTHORITY (MSWMA)
Board of Commissioner MINUTES
Special Meeting
CIVIC CENTER CHAMBER
300 Seminary Avenue, Ukiah, CA 95482
416 N. Franklin Street, Fort Bragg, CA 95482
Virtual Meeting Link: httgs://us06web.zoom.us/i/85470132549
March 30, 2023
9:00 a.m.
1. CALL TO ORDER
The Mendocino Solid Waste Management Authority Board of Commissioners met at a Special
Meeting on March 30, 2023, having been legally noticed on March 24, 2023. The meeting was
convened in person and virtually at the following link: https://us06web.zoom.us/m/85470132549. Chair
Mulheren called the meeting to order at 9:01 a.m. Roll was taken with the following Commissioners
Present: Dan Gjerde (attending virtually from Fort Bragg location), Jason Godeke (attending virtually
from Fort Bragg location), Madge Strong, and Maureen Mulheren. Commissioners Absent:
Douglas F. Crane. Staff Present: Tim Eriksen, City of Ukiah Public Works Director/City Engineer,
Emmett Jones, City of Ukiah Business Advisor, and Kristine Lawler, Ukiah City Clerk.
CHAIR MULHEREN PRESIDING.
Due to lack of a quorum in one location, the Chair called for the adjournment of the Special Meeting
of March 30, 2023, to the regularly scheduled meeting of April 20, 2023.
16. ADJOURNMENT
There being no further business, the meeting adjourned at 9:05 p.m.
Kristine Lawler, Ukiah City Clerk
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Agenda Item No.: 7a
MEETING DATE: April 20, 2023
MR00
1 E C V G L E STAFF REPORT
SUBJECT: Consideration and Possible Action to Approve and Authorize the Chairperson to Execute Three
Agreements: (1) Services Agreement with Ukiah Waste Solutions to Provide Household Hazardous Waste
Services for MSWMA; (2) Agreement to Lease 3200 Taylor Drive to Ukiah Waste Solutions; and (3) Services
Agreement with City of Ukiah to Provide General Manager and Related Administrative Services to MSWMA;
that could Restructure the Operation of the Mendocino Solid Waste Management Authority (MSWMA), All with
an Effective Date of April 1, 2023.
ATTACHMENTS:
• Services Agreement with Ukiah Waste Solutions to Provide Household Hazardous Waste Services
for MSWMA; (2) Agreement to Lease 3200 Taylor Drive to Ukiah Waste Solutions; and (3) Services
Agreement with City of Ukiah to Provide General Manager and Related Administrative Services to
MSWMA
• MSWMA Joint Powers Authority Agreement dated November 19, 2019 for reference.
Summary:
Change the Authority's operating structure by approving the following three agreements: (1) Services
Agreement with Ukiah Waste Solutions to Provide Household Hazardous Waste Services for MSWMA; (2)
Agreement to Lease 3200 Taylor Drive to Ukiah Waste Solutions; and (3) Services Agreement with City of
Ukiah to Provide General Manager and Related Administrative Services to MSWMA; all with an effective date
of April 1, 2023.
Background: The Mendocino Solid Waste Management Authority made up of Mendocino County and the
Cities of Fort Bragg, Ukiah and Willits has a long history of providing professional Household Hazardous Waste
collection and disposal and other services to the communities of the County and Cities. In order to function, the
organizational structure of the Authority has depended upon a General Manager who could oversee and direct
the various functions needed to fulfill the mission of the Authority. In recent years, the Authority has not been
able to attract and retain a General manager who performed this oversight role effectively. This has led to a
RECOMMENDED ACTION: Approve and authorize the Chairperson to execute three agreements: (1)
Services Agreement with Ukiah Waste Solutions to Provide Household Hazardous Waste Services for
MSWMA; (2) Agreement to Lease 3200 Taylor Drive to Ukiah Waste Solutions; and (3) Services
Agreement with City of Ukiah to Provide General Manager and Related Administrative Services to
MSWMA; all with an effective date of April 1, 2023. The commencement and operation of these three
agreements is contingent upon the approval of agreement (3), Services Agreement with City of Ukiah to
Provide General Manager and Related Administrative Services to MSWMA, by the City Council of the City
of Ukiah.
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diminution of the services provided. In November 2019, the Authority considered an alternative operating
structure and after discussion chose to make further attempts to strengthen the existing general manager
model. In 2019, the Commission also refined the Authority's mission statement by approving a revised and
restated Joint Power Authority Agreement (Agreement). In the period that followed, the Member agencies
made cash contributions to the Authority in an effort to support the operations functions. In 2022, the
Commission, after careful consideration and discussion, recognizing that the general manager model was not
working, invited the submission of a plan that would restructure the Authority's operating model. The
Commission wanted the new model to be financially viable, efficient and bring back the Authority's service to
an acceptable level in keeping with its mission outlined in the November 2019 JPA Agreement revision and
available recourses. That proposed restructuring is described in the three attached agreement that are
presented as part of this agenda item. A copy of the November 2019 JPA Agreement is also attached for
reference.
Discussion: The attached three agreements provide for an operating structure that will restore a level of
service, as determined annually in the budget adoption process, for the collection and disposal of Household
Hazardous Waste and other services described in the current JPA Agreement. These services will primarily be
funded annually by the per ton fee collected at the gate of all transfer stations in the County and Cities, and
currently available Cal Recycle and other grants. The three agreements provide for: 1. boots on the ground
HHW services provided by the Contractor at a level determined by the annual budget, at costs detailed in an
annually approved rate sheet and other services at agreed upon rates, 2. the beneficial use of the MSWMA
Facility by the Contractor to provide HHW services through a $1 per year lease agreement, and a condition
that the Contractor, at its own cost, will operated a California Certified Buy Back Center at the Facility for the
Term of the lease, and 3. administrative services provided by the City of Ukiah based upon an annually
budgeted compensation amount that includes general, financial, accounting, Commission meeting, and grant
management services.
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ATTACHMENT 1
SERVICE AGREEMENT
BETWEEN
MENDOCINO SOLID WASTE MANAGEMENT AUTHORITY
AND
UKIAH WASTE SOLUTIONS,INC.
This Service Agreement (this "Agreement") is made and entered in Ukiah, California on
f J, 2023 ("Effective Date")by and between the Mendocino Solid Waste Management
Authority ("MSWMA") and Ukiah Waste Solutions, Inc. ("Contractor"). MSWMA and
Contractor may be referred to hereafter as "Party" and collectively as "Parties."
RECITALS:
1. MSWMA is a joint powers agency currently organized and operating under an
Amended and Restated Joint Powers Agreement among the Cities of Fort Bragg, Ukiah, Willits
and the County of Mendocino, dated November 19, 2019 (the "JPA"). Under the JPA, MSWMA
was formed for various purposes, including: (A) making reasonable efforts to increase recycling
and diversion of materials in order to reduce landfill deposits and achieve the waste diversion goals
of a Reduction and Recycling Plan; (B) providing for the proper handling, reuse or disposal of
household hazardous wastes; (C)providing educational outreach to encourage recycling, diversion
and proper disposal of solid and household hazardous waste; (D)providing for the cleanup of sites
where solid waste has been illegally disposed; and(E) removing graffiti.
2. Ukiah Waste Solutions, Inc. is a California corporation in good standing serving
and Mendocino County which is licensed and experienced in the collection,processing,temporary
storage and proper disposal of Household Hazardous Waste,the collection and processing of solid
waste, including recyclables and the curbside collection of solid waste and recyclable solid waste.
3. Among other purposes,the JPA authorizes MSWMA to make reasonable efforts to
provide for the proper handling, reuse or disposal of HHW and the cleanup of Clean-up Sites.
4. MSWMA operates a household hazardous waste drop-off center at 3200 Taylor
Drive, Ukiah, CA 95482 (the "MSWMA Site") which property it owns in fee and which is not
subject to any encumbrances, and has operated a Hazmobile to collect household hazardous waste
in Other County Areas.
5. MSWMA has determined that it will be more efficient and cost effective to contract
with a solid waste contractor, such as Contractor, which has local facilities and equipment and
familiarity with the County, to operate and maintain the household hazardous waste functions at
the MSWMA Site, collect, transport and properly dispose of household hazardous waste from
Other County Areas and clean-up Clean-Up Sites.
6. The extent of HHW collection services at the MSWMA Site and in Other County
Areas and of the removal of illegally disposed solid waste from Clean-Up Sites shall be determined
periodically by MSWMA based on its funding and annual budget.
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{00107551.DOCX2}
AGREEMENT:
Based on the foregoing recitals which are incorporated into this Agreement, the terms and
conditions stated hereafter and other good and valuable consideration,the receipt and adequacy of
which are hereby acknowledged, the Parties agree as follows:
1. DEFINITIONS. The following capitalized terms shall have the meaning specified in this
Section 1:
A. "Clean-up Sites" shall mean locations in the County where Solid Waste has been
deposited illegally which are reasonably accessible from public roads.
B. "Commencement Date" shall mean the date when Contractor is required to begin
providing services under this Agreement as specified in Section 2 below.
C. "County" shall mean Mendocino County.
D. "Facility" shall mean household hazardous waste disposal facility at the MSWMA
Site.
E. "Hazmobile" shall mean the truck used by Contractor to collect HHW from Other
County Areas at HHW Collection Events.
F. "HHW Collection Events" shall mean announced opportunities for members of
the public in Other County Areas to dispose of HHW scheduled at varying locations at various
dates and times as established from time to time by MSWMA
G. "Household Hazardous Waste" or "HHW" shall mean leftover household
products that can catch fire, react, or explode under certain circumstances, or that are corrosive or
toxic, including products, such as paints, cleaners, oils, batteries, pesticides and other products
specified by MSWMA as accepted at the Facility.
H. "Lease" shall mean the lease between MSWMA and Contractor for the MSWMA
Site, dated [_], 2023.
I. "MSWMA" shall mean the Mendocino Solid Waste Management Authority, as
further described in Recital 1 above.
J. "MSWMA Site"shall mean the real property located at 3200 Taylor Drive, Ukiah,
CA as depicted and described in the Lease.
K. "Other County Areas" shall mean incorporated and unincorporated portions of
Mendocino County outside the Ukiah Valley, including the South and North coastal areas and
inland areas south, north and northeast of the Ukiah Valley.
L. "Plan" shall mean the plan for accepting household hazardous waste at Transfer
Station Sites as further described in Section 2.B.U2)below.
2
(00107551.Docx.2)
M. "Household Public"shall mean members of a household who are not a commercial
business.
N. "Solid Waste" shall mean all putrescible and non-putrescible refuse, and rubbish
as defined in Public Resources Code Section 40191 and other materials as specified by MSWMA,
including tires, vehicle parts, construction debris, shopping carts and similar items but excluding
Hazardous Waste and Household Hazardous Waste.
O. "Transfer Station Sites"shall mean fully permitted solid waste transfer stations in
the County specified in the Plan.
2. SERVICES. Commencing on 2023 (the "Commencement Date"),
Contractor shall provide the following services:
A. Household Hazardless Waste Acceptance, Processing at Facility and Disposal.
Pursuant to the Lease, Contractor shall operate and maintain the Facility for use of the general
public.
(1) Operations. Operations pertaining to the type and amount of household
hazardous waste members of the public can bring to the Facility and other requirements related
thereto are contained in Attachment 1., attached hereto, which MSWMA may revise each fiscal
year based on its funding and its annual budget and the fees and rates established as provided in
Sections 4 and 5 or otherwise as mutually agreed by MSWMA and Contractor. Any revised
version of Attachment 1. must be signed and dated by duly authorized representatives of the
Parties and attached to this Agreement.
(2) Schedule. The days and hours when the Facility is open to the public and
accepting household hazardous waste shall be set by MSWMA on or prior to the Commencement
Date and each year thereafter during the term of this Agreement by written notice to Contractor
given no later than March 31. MSWMA may provide notice to Contractor to modify the schedule
during the fiscal year taking into account MSWMA's available funding, any budget amendments
adopted by the Commission and the ongoing charges from Contractor under Sections 4 and 5.
B. Collecting Hazardous Waste from Other County Areas. Contractor shall
collect, transport to the Facility for processing and dispose of household hazardous waste from
Other County Areas.
(1) Use of Hazmobile or Other Suitable Equipment. Contractor shall use the
Hazmobile or other suitable equipment approved by MSWMA to collect household hazardous
waste from Other County Areas.
a. Rules. Attachment 1 contains the operations pertaining to the type
and amount of household hazardous waste Contractor shall collect from mobile locations and other
requirements related thereto, attached hereto, which MSWMA may revise each fiscal year based
on its funding and its annual budget and the rates established as provided in Sections 4 and 5. Any
revised version of Attachment 1 must be signed and dated by duly authorized representatives of
the Parties and attached to this Agreement.
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{00107551.DOCX2}
b. Schedule and Location. The days or dates,hours and locations when
and where Contractor will conduct HHW Collection Events shall be set by MSWMA on or prior
to the Commencement Date and each year thereafter during the term of this Agreement by written
notice to Contractor given no later than March 31. MSWMA may provide notice to Contractor to
modify the schedule during the fiscal year taking into account MSWMA's available funding, any
budget amendments adopted by the Commission and the ongoing charges from Contractor under
Sections 4 and 5.
(2) Use of Transfer Stations for Collection of Household Hazardous Waste
from Other Count. As an alternative to using mobile equipment and conducting HHW
Collection Events, Contractor may submit a Plan for accepting household hazardous waste at
Transfer Station Sites. The Plan may provide for Contractor subcontracting with transfer station
owners/operators ("Operators") to accept and store HHW for Contractor to collect and transport
to the Facility for processing.
a. The Plan shall describe in detail the schedule for accepting HHW at
Transfer Station Sites,the method for receiving and storing HHW,the locations within the site for
all functions associated with implementing the Plan, the measures the subcontractor is required to
take to safely accept and store HHW, and shall include a draft subcontract between Contractor and
the transfer station owners/operators that includes indemnification and insurance requirements and
the proposed charges by the subcontractor and Contractor for their performance under the Plan.
b. Contractor may submit a proposed Plan to MSWMA covering one
or more fiscal years by no later than March 31 for implementation in the next fiscal year,
commencing July 1. Contractor shall specify the deadline for Plan approval, taking into account
the time required by the subcontractor to prepare the Transfer Station Site to comply with
applicable Plan requirements. MSWMA staff and Commission shall consider and respond to the
Plan in good faith.
(3) Services to Transfer Station Operators. During the term of this Agreement,
the Contractor shall provide the services described in Attachment 3 at no cost to Transfer Station
Site Operators. The Contractor may charge MSWMA for these services based upon the rates
listed in Attachment 2 which may be adjusted annually as described in Section 4A of this
Agreement. At the sole discretion of the General Manager with the written agreement of the
Contractor, additional services may be added to Attachment 3 to meet current needs and
requirements of the Operators of Transfer Station Sites. Any revised Attachment 3, shall be
signed by the General Manager and an authorized representative of Contractor.
C. Removing Solid Waste from Clean-Up Sites. As directed by MSWMA,
Contractor shall remove and properly dispose of Solid Waste from Clean-up Sites specified by
MSWMA.
(1) Contractor shall provide all labor, trucks, bins, boxes and equipment
required to perform this service and to properly dispose of the removed material. To the extent
practical, as determined in the reasonable exercise of Contractor's discretion, Contractor shall, in
accordance with all legal requirements, recycle recyclable materials removed from the site.
(2) MSWMA may specify one or more Clean-up sites by written notice to
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Contractor. Within fifteen (15) days of such notice, Contractor shall inspect the site and provide
written notice to MSWMA of the estimated cost to remove the Solid Waste from the site. Upon
receipt and approval of the estimated cost, MWWMA shall provide written notice to Contractor to
proceed with the clean-up. Contractor shall provide the clean-up service within thirty (30) days
of notice to proceed from MSWMA, weather permitting.
D. of hazardous waste at the Facility and in Other County Areas and about reporting to
Contractor illegal dump sites.
E. Other Services Consistent with the Purposes of MSWMA Subject to Further
Agreement between Contractor and MSWMA. On terms and conditions, including fees
Contractor charges therefor, MSWMA and Contractor may enter a written addendum to this
Agreement under which Contractor provides additional services within the purposes of MSWMA
as set forth in the JPA.
3. TERM. The term of this Agreement shall run concurrently with the City of Ukiah
Curbside Collection Franchise agreement, including extensions and renewals, subject to earlier
termination under Section 8.
4. FEES. MSWMA shall pay Contractor for services under this Agreement as follows:
A. Initial fees for services under Sections 2.A.,2_13. and 2C.and the annual adjustment
of those fees are set forth in Attachment-!to to this Agreement.
B. Contractor shall submit invoices by the fifteenth (15t') day of every month for
services provided during the preceding month, showing the services provided and the charges for
each such service, including the accounting required by Section 5.13. MSWMA shall pay all
undisputed invoices for the services provided by Contractor under Sections 2.A., 2B. and 2_C.
within thirty (30) days of receipt of the invoice.
5. RATES.
A. MSWMA shall set rates charged, if any, separately to members of the Household
Public who dispose of HHW at the Facility and to members of the Household Public who dispose
of HHW in Other County Areas. Payments required by members of the Household and
Commercial Public, if any, shall be collected by Contractor when the service is provided. The
rates may not exceed the fees paid by MSWMA under Section 4 for the service provided to the
member of the Household and Commercial Public.
B. By no later than the fifteenth (151h) day of each [month][other?] when services are
provided under Sections 2.A. and 2.B., Contractor shall submit to MSWMA an accounting
showing the fees for such services provided in the previous month, the fees collected from
members of the Public for those services provided under Section 2.A. and the difference between
the fees charged to MSWMA and the fees paid by members of the Public. MSWMA shall pay
Contractor the amount, if any, by which the fees payable by MSWMA exceed the fees, if any,
collected from members of the Public.
C. Contractor shall keep records in compliance with Section 6.D. that include records
and receipts of the services provided to members of the Public under Sections 2.A. and 213. and
all fees paid by MSWMA for services and all amounts paid for such services by members of the
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Public. MSWMA shall have the right to copies of such records,with a 24-hour notice to Contractor
which can be provided as Excel Spreadsheet or PDF attachments to an email or by link to an online
document service or accounting system.
D. If in an audit or other review of the records provided by Contractor to MSWMA
under Section 6.C., MSWMA determines that it has been overcharged, it shall provide the results
of the audit or review to Contractor who shall have thirty(30) days from the receipt of the audit or
review to explain or otherwise dispute its conclusions. If the Parties have failed to resolve any
such dispute within thirty (30) days from MSWMA's receipt of Contractor's position, the dispute
shall be subject to binding dispute resolution as provided in Section 8.
6. PERFORMANCE REQUIREMENTS.
A. Permits and Licenses. Contractor shall obtain and maintain throughout the term of
this Agreement all permits, licenses and approvals required for Contractor to perform the work
and services described herein, including,but not limited to a Permit by Rule(PBR) as required by
22 California Code of Regulations (CCR) §676450.25(a)(3) for a Permanent Household
Hazardous Waste Collection Facility. MSWMA shall reasonably cooperate with Contractor in
connection with obtaining or renewing such permits, licenses and approvals.
B. Compliance with the Permanent Household Hazardous Waste Collection Facility
Operations and Contingences. Contractor shall comply with the Permanent Household
Hazardous Waste Collection Facility Operations and Contingency Plan also contained in
Attachment 1.
C. Inspections by MSWMA. MSWMA officials or their designee shall at all times
have access on 24 hours' prior written notice to inspect Contractor's work during operations and
the Facilities for purposes of ascertaining full knowledge respecting the conduct of Contractor's
operations.
D. Records and Reports. Contractor shall keep and maintain accurate books and
records in accordance with the most recently adopted Accounting Standards Codification of
generally accepted accounting principles by the Financial Accounting Standards Board clearly
showing its revenues and expenses in connection with the operations provided for in this
Agreement only. Contractor shall maintain records accounting by category for the quantity of
HHW collected at the Facility and from Other County Areas, tonnage of Solid Waste removed
from Clean-up Sites and disposed at a landfill and recycled on a monthly, quarterly and annual
basis.
7. INDEMNIFICATION AND INSURANCE.
A. Indemnification. Contractor shall indemnify and hold harmless MSWMA, the
Commission and MSWMA's officers, agents, representatives and employees (the "Indemnified
Parties") from any and all actions, claims or damages brought for or on account of injuries to or
death of any person or damage to property of all kinds (collectively ("Damages") to the extent
resulting from or arising out of(i)the negligence or willful misconduct of Contractor, its officers,
agents or employees, or (ii) any breach of this Agreement Contractor, its officers, agents or
employees; provided, however, that Contractor shall have no obligation to indemnify, defend or
hold harmless any Indemnified to the extent any such Damages resulted from or arose out of the
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negligence or willful misconduct of an Indemnified Party. The duty of Contractor to indemnify
and hold MSWMA harmless shall include the duty to defend as set forth in California Civil Code
Section 2778.
B. Workers' Compensation Insurance. Contractor shall have in effect during the term
of this Agreement, workers' compensation and employer liability insurance providing full
statutory coverage.
C. Liability Insurance. Contractor shall take out and maintain during the term of this
Agreement comprehensive or commercial liability insurance as follows:
(1) General liability, including comprehensive form, premises operations,
products/completed operations, hazard, contractual insurance, broad form property damage,
independent contractors and personal liability, with limits for bodily and property damage
combined of$500,000 each occurrence and$500,000 aggregate.
(2) Automobile liability,including comprehensive form,owned,hired and non-
owned, with a limit of$1,000,000 for bodily injury and property damage combined.
(3) Excess liability, umbrella form with the same scope of coverage and
exclusions as the underlying policies,with a limit for bodily injury and property damage combined
of$5,000,000 each occurrence and $5,000,000 aggregate.
(4) Pollution and remediation liability with limits in an amount of not less than
two million dollars ($2,000,000) per occurrence and four million dollars ($4,000,000) annual
aggregate insuring against loss, the cost of remediation and legal defense as a result of pollution
conditions arising out of Contractor's performance under this Agreement.
(5) Insurance certificates and policy endorsements evidencing the required
coverage shall be filed with MSWMA and shall be subject to approval by MSWMA's designated
attorney. MSWMA, its Commission, officers, agents, employees and service providers shall be
named as additional insureds on any such policies of insurance which shall also contain a provision
that the insurance afforded thereby shall be primary. No such policy shall be cancelled or modified
except upon thirty (30) days' prior written notice to MSWMA. Insurance is to be placed with
admitted California insurers with an A.M. Best's rating of no less than A- for financial strength,
AA for long-term credit rating and AMB-1 for short-term credit rating.
8. REMEDIES UPON DEFAULT.
A. Default. Contractor shall be deemed in default in the event Contractor defaults in
the performance of any of the duties to be performed by it under the terms of this Agreement and
fails to cure the default as further provided in this Section 8.A. MSWMA shall give Contractor
written notice as provided in Section 16 setting forth the default. Contractor shall correct such
default within thirty (30) days after receipt of such notice (within seven (7) days if MSWMA
determines that the public health or safety is at risk) unless the default cannot, by its nature, be
cured within said period, in which case the cure period shall be extended for such additional time
as is reasonably necessary to effect a cure, provided that Contractor shall commence efforts to
effect a cure as soon as practicable and shall diligently pursue the cure to completion.
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B. Material default. In the event Contractor's default described in Section 8.A. is of a
material provision of this Agreement and is not cured as set forth in Section 8.A. or if Contractor
has committed Multiple Breaches (defined to mean three (3) or more defaults of material
provisions of this Agreement within an eighteen (18) month period, whether cured or not)
("Material Default"), MSWMA shall have the following remedies:
(1) Liquidated Damages. The Parties acknowledge that MSWMA may incur
damages as a result of a Material Default, and that such Material Default may not warrant
termination of this Agreement. The Parties agree that as of the time of the execution of this
Agreement,it is impractical,if not impossible,to reasonably ascertain the extent of damages which
shall be incurred by MSWMA as a result of a Material Default. The factors relating to the
impracticability of ascertaining damages include,but are not limited to,the fact that: (i) substantial
damage results to members of the public who are denied services or denied quality or reliable
service; (ii) such breaches cause inconvenience, anxiety, frustration, and deprivation of the benefits
of the Agreement to individual members of the general public for whose benefit this Agreement
exists, in subjective ways and in varying degrees of intensity which are incapable of measurement
in precise monetary terms; (iii) that exclusive services might be available at substantially lower
costs than alternative services and the monetary loss resulting from denial of services or denial of
quality or reliable services is impossible to calculate in precise monetary terms; and (iv) the
termination of this Agreement for such breaches, and other remedies are, at best, a means of future
correction and not remedies which make the public whole for past breaches. Liquidated damages
shall be MSWMA's exclusive damages remedy for any individual Material Default which does
not result in termination of this Agreement by MSWMA. The amount of liquidated damages is
$500.00 for each day the Material Default continues after Contractor fails to cure until it is either
cured or MSWMA terminates this Agreement.
(2) Termination. Without further notice and without suit or other proceedings,
MSWMA may cancel and annul the rights and privileges of this Agreement upon a Material
Default. In the event of termination of this Agreement for Material Default, MSWMA shall have
the right forthwith to contract with another company to perform work under this Agreement.
MSWMA shall also have access to Contractor's records for the purpose of billing during the period
MSWMA is providing the services described in this Agreement and shall retain all fees collected
for such services.
C. Performance Bond or Guarantee. Contractor shall post a $300,000 performance
bond or financial instrument reasonably acceptable to MSWMA as security for Contractor's
faithful performance of each and every term, covenant and condition of this Agreement to be
performed by Contractor. In the alternative,Waste Connections US, Inc., a Delaware corporation,
may provide an irrevocable guarantee of Contractor's performance hereunder.
D. Other Remedies. Upon termination of this Agreement based on a Material Default,
MSWMA shall have all other remedies in law or equity for such Material Default.
9. DISPUTE RESOLUTION. If a dispute arises between MSWMA and Contractor
regarding fees or any other term or provision of this Agreement, the Parties agree to meet and
confer in good faith to resolve the dispute. Either Party may request to meet and confer by written
notice to the other Party. Alternatively, the Parties may agree to participate in non-binding
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mediation. If the dispute is not resolved within thirty (30) days after the written request to meet
and confer has been given or after the Parties have agreed to non-binding mediation, the matter,
other than an action seeking specific performance or other equitable relief, damages of Twenty
Five Thousand Dollars ($25,000) or less, or indemnification or insurance coverage pursuant to
Section 7, shall be submitted to non-binding arbitration in accordance with Title 9 of the California
Code of Civil Procedure, commencing with Section 1280, before a single neutral arbitrator
("Arbitrator") in Mendocino County. The Arbitrator shall be an attorney with at least ten (10)
years' experience or a retired judge (or a person having comparable qualifications) and shall be
mutually agreed upon by the Parties. If the Parties are unable to agree on an Arbitrator, the
Arbitrator shall be appointed by the superior court in accordance with Cal. Code Civ. Proc.
§1281.6. The fees and expenses of the Arbitrator shall be borne equally by the Parties.
In the event such non-binding arbitration does not resolve the matter and in any other dispute that
results in any court action, the Parties waive any right to a jury trial and agree that any such action
shall be filed in the federal or state courts in or for Mendocino County, each Party hereby consents
to the jurisdiction of and venue in such courts,the matter shall be governed by the internal laws of
the State of California (irrespective of choice of law principles), and the prevailing Party shall be
entitled to recover its reasonable attorneys' fees, costs and disbursements incurred in such action
from the non-prevailing Party.
10. INSOLVENCY. If Contractor shall at any time during the term of this Agreement or any
extension thereof, become insolvent, or if proceedings in bankruptcy shall be instituted by or
against Contractor, or if Contractor shall be adjudged bankrupt or insolvent by any Court, or if a
receiver or trustee in bankruptcy or a receiver of any property by Contractor shall be appointed in
any suit or proceeding brought by or against Contractor, or if Contractor shall make an assignment
for the benefit of creditors, then and in each and every such case, and provided that such
proceedings, adjudication, appointment or assignment, as the case may be, continue in effect for
ninety(90) days without being vacated, removed or withdrawn, this Agreement shall immediately
cease and come to an end,and the rights and privileges granted shall immediately be cancelled and
annulled without notice or action required on behalf of MSWMA.
11. FORCE MAJEURE. Notwithstanding any other provision herein, no default, delay or
failure to perform on the part of either Party shall be considered a breach hereunder if such default,
delay or failure to perform is due to causes beyond such Party's control, including,but not limited
to,riots,civil disturbances, actions or inactions of governmental authorities, epidemic or pandemic
(or any restrictions imposed by governmental authorities in response thereto), war, embargoes,
severe weather, fire, earthquake, flood, acts of God, defaults by the other Party or defaults by
carriers. In the event of any such default, delay or failure to perform, any dates or times by which
the affected Party otherwise is scheduled to perform shall be extended for a period of time equal
in duration to the additional time required because of the excused default, delay or failure to
perform.
12. ASSIGNMENT.
A. Contractor shall not directly or indirectly, voluntarily or involuntarily assign,
mortgage, pledge or encumber any interest in all or a part of this Agreement without the prior
written consent of MSWMA, which consent shall not be unreasonably withheld, conditioned or
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delayed. The MSWMA Council shall have the right to determine in its reasonable discretion
whether to approve, conditionally approve or deny any request by Contractor for approval under
this Section, provided, however, that any such approval shall not be unreasonably withheld,
conditioned or delayed. Any action requiring MSWMA Council approval under this Section that
occurs without such approval shall give MSWMA the right to terminate this Agreement without
prior notice to Contractor or its successors or assigns. For purposes of this Section, any transaction
involving the transfer, sale or exchange of stock which results in a change in majority control of
Contractor from its owners as of the date hereof(excluding transfers between such owners and
their affiliates and transfers by any such owners to revocable living trusts for the benefit of their
families) shall be an assignment subject to MSWMA review and approval.
B. Any written agreement between Contractor and an Authorized Facility for the
disposal of Solid Waste generated in MSWMA entered into after the date of this Agreement shall
provide that: (1) MSWMA is a third party beneficiary with the same right as a Party to enforce
such agreement; (2) any assignment of such agreement shall require MSWMA approval; (3) in the
event such agreement is terminated during its term or any extended term by Contractor or by the
Authorized Facility operator based on an uncured default by Contractor under such agreement,
such agreement may be assumed by MSWMA without change, including as to disposal rates and
terms; and (4) if terminated based on an uncured default by Contractor, any payments due but
unpaid under such agreement on the date of termination shall continue to be an obligation of
Contractor and the obligation to make any such payments shall not be assumed by MSWMA upon
its assumption of such agreement.
13. WAIVER. The waiver by either Party of any breach or violation of any term or condition
of this Agreement or of any provision of law by the other Party must be in writing signed by the
Party to be charged and shall not be deemed to be a waiver of the term, condition or provision of
law, or of any subsequent breach or violation of the same or any other term, condition or provision
of law. The acceptance by MSWMA of any franchise fee or other fee or other monies which may
become due hereunder to MSWMA shall not be deemed to be a waiver of any preceding breach
or violation by Contractor.
14. ADMINISTRATION. The administration and enforcement of this Agreement shall be
the responsibility of a designated representative of MSWMA which can be a member of MSWMA
or any of their designated employees, contractor or officials. Nothing contained in this Agreement
shall prohibit MSWMA from seeking approval from its Commission for any decision MSWMA
or its authorized agent is authorized to make under the terms of this Agreement.
15. INDEPENDENT CONTRACTOR. Contractor is an independent contractor and is solely
responsible for its acts or omissions. Contractor (including its agents, servants, and employees)
are not MSWMA's agent, employee, or representative for any purpose.
It is the express intention of the Parties hereto that Contractor is an independent contractor and not
an employee,joint venturer, or partner of MSWMA for any purpose whatsoever. MSWMA shall
have no right to, and shall not control the manner or prescribe the method of accomplishing those
services contracted to and performed by Contractor under this Agreement, and the general public
and all governmental agencies regulating such activity shall be so informed.
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Those provisions of this Agreement that reserve ultimate authority in MSWMA have been inserted
solely to achieve compliance with federal and state laws, rules, regulations, and interpretations
thereof. No such provisions and no other provisions of this Agreement shall be interpreted or
construed as creating or establishing the relationship of employer and employee between
Contractor and MSWMA.
Contractor shall pay all estimated and actual federal and state income and self-employment taxes
that are due the state and federal government and shall furnish and pay worker's compensation
insurance, unemployment insurance and any other benefits required by law for himself and his
employees, if any. Contractor agrees to indemnify and hold MSWMA and its officers, agents and
employees harmless from and against any claims or demands by federal, state or local government
agencies for any such taxes or benefits due but not paid by Contractor, including the legal costs
associated with defending against any audit, claim, demand or law suit.
16. NOTICES. Whenever a notice or document is required or permitted to be served or given
hereunder, it shall be deemed given or served when received if delivered by email (with
acknowledgment of receipt), certified U.S. Mail, overnight courier (such as UPS or Federal
Express), or 48 hours after deposit in the U.S. Mail with first class postage affixed. Any such
document or notice shall be addressed as follows:
MSWMA:
Mendocino Solid Waste Management Authority
Attn: [ ]
3200 Taylor Drive
Ukiah, California 95482
Email: [ ]
CONTRACTOR:
Ukiah Waste Solutions,Inc.
Attn: Bruce McCracken,District Manager
3515 Taylor Drive
Ukiah, California 95482
Email: bruce.mccracken(kwasteconnections.com
or to such other person or address as may be specified from time to time in writing by either Party
in accordance with this Section.
17. AMENDMENTS. This Agreement may be amended from time to time only by written
agreement between the Parties signed by an authorized representative of each Party. Either Party
may at any time request that the service or other provisions in this Agreement be modified by
delivering written notice of its requested modifications to the other Party. Within thirty(30) days
after receipt of any such request, the Parties shall meet and negotiate in good faith on adopting
such requested modifications, including, without limitation, any change to the Rates necessitated
by such modifications,provided that nothing herein shall obligate either Party to agree on any such
requested modifications.
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18. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon, and shall inure
to the benefit of, the permitted successors and assigns of the Parties.
19. INTEGRATION; SEVERABILITY. This Agreement, including the Exhibits hereto,
constitutes the entire agreement of the Parties with respect to the subject matter hereof and
supersedes all prior or contemporaneous agreements between the Parties, whether written or oral,
relating to such subject matter. If a court finds any provision of this Agreement invalid or
unenforceable as applied to any circumstance,the remainder of this Agreement and the application
of such provision to other persons or circumstances shall remain in effect. The Parties further
agree to replace such void or unenforceable provision with a valid and enforceable provision which
will achieve, to the extent possible, the economic, business and other purposes of the void or
unenforceable provision.
[Remainder of page intentionally left blank;
Signature page follows.]
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first set forth
above.
MENDOCINO SOLID WASTE MANAGEMENT AUTHORITY
By:
Name:
Title:
UKIAH WASTE SOLUTIONS,INC.
By:
Name:
Title:
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ATTACHMENT
OPERATIONS
Household Hazardous Waste. Commencing on a start date in 2023 as determined by MSWMA, Contractor shall
provide for collection, storage and disposal of Household Hazardous Waste in accordance with its Household
Hazardous Waste Operations Plan. Notwithstanding said Operations Plan,Contractor shall provide for the collection,
storage and disposal of Household Hazardous Waste ("HHW") from and after such start date, as follows:
(a) Collection.
(i) Contractor shall provide Hazardous Waste Collection at 3200 Taylor Dr,Ukiah,CA 95482. It is
anticipated that there will also be offerings of mobile events within the northern and western regions of
Mendocino County. Each drop-off event shall be fully compliant with state and federal regulations that govern
such events, and shall be available to the owners or occupants of all single-unit residential properties in the
County without charge. Additionally, said drop-off events shall be available to the owners, tenants or
operators of all commercial properties located in the County for a fee negotiated in good faith by the parties
hereto, which fee may be amended from time to time pursuant to mutual written agreement of Contractor
and MSWMA executed by the General Manager, to reflect the agreed upon compensation relative to
Attachment 1.
Proof of County residence may be required. In its discretion,Contractor may also offer
Household Hazardous Waste collection service at residential and commercial properties in the County at such
fees as are established by mutual good-faith negotiations between the parties hereto.
(ii) The Company agrees to receive Household Hazardous Waste at the Recycling Facility, at a
fee to be negotiated in good-faith by the parties hereto,at hours other than indicated above, if(a) requested by
the MSWMA to accommodate unusual quantities of Hazardous Waste resulting from an emergency or from
programs of any Mendocino County-based local governmental entity designed to promote clean-up of an area
in the Territory; (b) the Recycling Facility is able, in the reasonable judgment of the Contractor,to receive such
additional quantities of Household Hazardous Waste without adversely affecting the Company's operation or
maintenance of the Recycling Facility; and(c)MSWMA will provide the Company with reasonably adequate
advance notice of such delivery of Household Hazardous Waste to enable the Contractor to respond to any such
request. Written confimIation shall be provided within ten days of such event.
Contractor,with the consent of the MSWMA(which shall not be unreasonably withheld)may change
the list of Household Hazardous Waste materials that are acceptable for disposal at the Recycling Facility.
Contractor shall be under no obligation to accept or receive Household Hazardous Waste that is not identified as
acceptable for disposal at the Recycling Facility.
(iii) Subject to compliance with licensing and permit requirements, nothing herein shall
preclude Contractor, in its sole discretion,from electing to provide HHW collection services to any of its customers in the
Territory on an "as-requested" basis. Contractor may charge said customers for
collection of HHW collection services at rates to be negotiated in good faith between Contractor and MSWMA,
which rates may be amended from time to time pursuant to mutual written consent of Contractor and MSWMA
executed by the General Manager.
(b) Storage. Contractor shall provide for storage of Household Hazardous Waste collected,
whether collected by Contractor or County, at any properly licensed and permitted HHW storage facility
including the Recycling Facility,which HHW storage facility shall be maintained in compliance with all
applicable federal,state and local statutes,laws,regulations and ordinances,as currently in existence or as may
be enacted or modified during the Term of this Agreement.
(c) Disposal. For all Hours hold Hazardous Waste stored at the Recycling Facility,the Contractor
shall provide for the removal, shipment,transportation and delivery of said Household Hazardous Waste to
Licensed Hazardous Waste Recycling Treatment or Disposal Facilities("TSDFs"). Wherever possible, such
HHW shall be recycled or, if not possible,treated or incinerated. If recycling,treatment and incineration all
are not available alternatives,then, and only then, may Contractor arrange for the landfilling of Household
Hazardous Waste at a landfill willing and permitted to accept same. MSWMA hereby agrees that all
Household Hazardous Waste manifests for such removal, transportation and disposal shall bear the name of
MSWMA as Generator of the waste, and shall be signed by Contractor n authorized representative of
MSWMA.
Contractor shall remove,ship,transport and deliver such Household Hazardous Waste in a reasonable
and cost-effective manner consistent with the other provisions of this Section. Contractor shall determine the
TSDFs to be used for recycling,treatment, incineration, or disposal of such Household Hazardous Wastes, and
Contractor shall use such TSDFs for such purposes unless otherwise directed by MSWMA or unless uncontrollable
circumstances require use of an alternative TSDF. Notwithstanding any of the foregoing,
Contractor shall obtain the prior written approval of MSWMA before landfilling any Household Hazardous
Waste.
(d) Compliance with Laws. Throughout the duration of this Agreement, Contractor shall comply
with, and pay, any fine, penalty or other charge with respect to the Contractor's failure to adhere to all
requirements of any applicable environmental laws and regulations or other applicable laws, ordinances,
codes,regulations and rules,and any permits issued thereunder,which are necessary for the collection, storage
and disposal of Household Hazardous Waste,unless such fine,penalty or other charge is imposed by reason of
the negligent acts or omissions of MSWMA or other third parties beyond Contractor's control.
(e) Compensation: MSWMA shall compensate Contractor based upon the agreed upon rates in
attachment 1. Contractor shall invoice MSWMA quarterly for services and shall be itemized to the satisfaction
of MSWA's General Manager who shall pay said invoices within 30 days of receipt. Additionally,to the
extent eligible State or Federal funds are provided to MSWMA for such purposes, MSWMA will provide for
additional collection events, improvement to the HHW collection facilities,the purchase of personal protective
equipment and/or Hazardous Waste Operations and Emergency Response Standards (HAZWOPPER)training.
Pursuant to mutual written consent of Contractor and MSWMA executed by the General Manager.
(f) Safety of Persons and Property Contractor warrants that it understands the known hazards that
are present to persons, property, and the environment in the transportation, storage, and treatment/disposal of
the wastes received at HHW facilities. Throughout the term of this Agreement, the Contractor agrees that it
will: (a) take all reasonable precautions to prevent damage, injury or loss, by reason of or related to the
operation and maintenance of the Recycling Facility,to any property on the Recycling Facility site or adjacent
thereto, including equipment, structures and utilities, which are dedicated to the collection, storage and
disposal of HHW; (b)establish and maintain safety procedures for the Recycling Facility for the protection of
employees of the Contractor and all other Persons, invitees and permittees at the Recycling Facility in
connection with the operation and maintenance thereof at a level consistent with applicable law and with good
industry standards and practices for HHW collection facilities; (c)comply with all applicable laws,ordinances,
rules,regulations and lawful orders of any governmental agency relating to the safety of persons or property at
the Recycling Facility or their protection at the Recycling Facility from damage, injury or loss; and(d)
designate a qualified and responsible member of its organization at the Recycling Facility whose duties shall
include safety and the prevention of fires and accidents at the Recycling Facility and to coordinate such
activities as shall be necessary with federal, state, local, and municipal officials.
(g) Personnel. All of the Contractor's personnel assigned to the Recycling Facility shall be
appropriately trained in accordance with all applicable rules,regulations and law so that the Recycling Facility
will be operated and maintained in accordance with all applicable federal, state and local laws and regulations.
(h) Violation Notification.Contractor shall notify MSWMA within five(5)working days if any
of the following occurs between now and termination of this Agreement:
(i) Contractor or its affiliates are served with a notice of violation of any laws, regulations,or
permits which relate in any material respect to the HHW services proposed hereunder; or
(ii) Proceedings are commenced against Contractor, its affiliates, its waste management
facilities or other handlers that could lead to revocation of permits or licenses that relate to the HHW
services envisioned herein.
(i) Licenses. Permits. Etc. Contractor represents and warrants to MSWMA that it, its affiliates
and any subcontractors engaged by Contractor to perform HHW work relative to this Agreement, shall have at
the time of the effective date of this Agreement and at all times during the term of this Agreement,all licenses,
permits, qualifications,and approvals of whatsoever nature that are legally required for Contractor to provide
the HHW collection, storage and disposal services envisioned herein. In the event that its mobile HHW
facilities and any other facilities necessary to provide the HHW services delineated herein, should lose its
permitted status during the term of this Agreement, Contractor shall promptly notify MSWMA of such loss.
Contractor will ensure that all Permit By Rule(PBR) conditions to operate the HHW mobile events and other
relevant facilities are met. The Contractor will complete the PBR forms and submit to MSWMA for necessary
signatures. MSWMA is responsible for submittal and obtaining approval of the PBR.
ATTACHMENT 2
CITY OF UKIAH INVOICE
HOUSEHOLD HAZARDOUS WASTE COLLECTION
Bill To: City of Ukiah Public Works Car Count Event Date
300 Seminary Avenue Sat
Ukiah,CA 95482 Sun Location: City of Ukiah
0
Material Unit Disposal Cost Quantity Subtotal
PAINT-Oil Based Gallon $0.000 $0.00
Latex Gallon $0.000 $0.00
Flammables-Bulk Solv. Gallon $3.300 $0.00
Solids/Grease Gallon $4.600 $0.00
Liquids loose pack Gallon $3.460 $0.00
POISONS-Solid Gallon $4.780 $0.00
POISONS-Flammable Liquids Gallon $7.260 $0.00
CORROSIVES-Acids&Bases Gallon $4.450 $0.00
OXIDIZERS-Solids&Liquid Gallon $6.750 $0.00
GASES-Aerosol Cans Drum $235.000 $0.00
Aerosol Meter Box Each $710.000 $0.00
5-Gallon Propane bottle Each $0.000 $0.00
1-Gallon Propane Each $2.000 $0.00
1 Pound Propane Meter Box Each $980.000 $0.00
MISC-Non-RCRA Solids Gallon $6.260 $0.00
Non-RCRA Liquids Gallon $4.770 $0.00
Motor Oil Gallon $0.000 $0.00
Oil Filters Gallon $0.000 $0.00
PCB Ballasts Pound $0.650 $0.00
Fluorescent Tubes Foot $0.150 $0.00
HID Bulbs Each $1.200 $0.00
Compact Fluorescent Lamps Each $0.600 $0.00
Bent light tubes Each $1.600 $0.00
Crushed Tubes Pound $2.100 $0.00
Lead Chips/Contaminated Soil/Absorbent Gallon $4.780 $0.00
Mercury Gallon $42.180 $0.00
Household Batteries Pound $1.000 $0.00
Cell Battery NICAD/Lithium Recycle Pound $0.300 $0.00
Antifreeze Gallon $0.000 $0.00
Drum Disposal Each $0.000 $0.00
Fire Extinguishers Each $2.000 $0.00
Asbestos Loose Gallon $6.400 $0.00
Sharps Cu Ft. $3.92 $0.00
Flares Gallon $33.540 $0.00
Disposal $0.0
HHW Supplies 20X100 POLY FILM $110.00 $0.00
DUCT TAPE $6.00 $0.00
Supplies $0.0
Labor
HHW Tech 1 Labor Fee Hour $35.25 $0.00
HHW Tech 2 Labor Fee Hour $35.25 $0.00
HHW Manager Labor Fee Hour $52.10 $0.00
HHW Support Labor Fee Hour $44.75 $0.00
$0.0
Vehicle Epense
HHW Travel Mileage Mile $0.90 $0.0
HHW Packaging Supplies- Meter Box $36.00 $0.00
E-Manifest $28.00 $0.00
Steel Drums 8-DM-OT-55 GAL $40.00 $0.00
$0.0
Equipment Roll-off Truck $100.00
Loader $200.00 $0.00
Skid Steer $200.00 $0.00
Trailer $100.00 $0.00
$0.0
Freon Removal $10.00 $0.0
Facility Overhead&Profit $0.0
Total $0.0
Remit To:
Ukiah Waste Solutions,Inc.
P.O.Box 60
Ukiah,CA 95482
ATTACHMENT 3
Services Provided at No Cost to Transfer Station Operators
The Contractor will provide the following services at no cost to the transfer station site operators on
a reasonable time schedule as agreed by the Contractor and the transfer station operator in
accordance with 2 B. (3) of the Agreement.
l. Freon Removal from Refrigerators, Air Conditioners, and other Freon Appliances.
2. Removal and collection of Mercury Switches from Appliances.
3. Collection of Hazardous Materials from Load Checking Procedures
4. Collection of smaller household batteries
5. Collection of prescription medications and sharps
ATTACHMENT 2
LEASE
THIS LEASE is made on [ ], 2023 (the "Effective Date"), by and between the
Mendocino Solid Waste Management Authority ("Lessor"), a joint powers agency under the
California Joint Exercise of Powers Act ("Lessor") and Ukiah Waste Solutions, Inc., a California
corporation in good standing ("Lessee"), with reference to the following:
A. Lessor and Lessee have entered a Services Agreement, dated [ ], 2023
(the "Agreement"), a true and correct copy of which is attached hereto as Exhibit 1, pursuant to
which Lessor has agreed to provide various services previously provided by Lessor, in part, on
certain improved real property situated in the City of Ukiah, County of Mendocino, State of
California, commonly known as 3200 Taylor Drive, as more particularly depicted and described
in the attached Exhibit 2 (the "Premises").
B. The services to be provided under the Agreement include operation on the Premises
of an HHW drop-off center as described therein. In addition, Lessee has agreed to operate a
California Redemption and general Buy-back Center on the Premises in compliance with
applicable state statutes and regulations, including emergency regulations at 14 California Code
of Regulations (CCR) 2750 et seq.
C. Lessor agrees to lease the Premises to the Lessee for the purpose of performing
under the Agreement and to operate the buy-back center.
D. Lessor has the authority under the JPA to lease property it owns to further its
purposes
E. Capitalized terms used herein have the meaning stated in the Agreement, unless
otherwise expressly stated herein.
NOW, THEREFORE, in consideration of the above-recitals and the mutual covenants
described below, and other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, Lessor and Lessee agree as follows:
1. Lease. Lessor hereby leases the Premises to Lessee on the terms and conditions as
stated in this Lease. The Premises includes all buildings and other improvements thereon and any
equipment, fixtures, trade fixtures or other items of personal property located on the Premises on
the Effective Date. An inventory of such items shall be prepared by Lessor and approved by
Lessee as of the Effective Date.
2. Term. The term hereof shall be the same as the term of the Agreement.
3. Rent. The annual rent for the premises shall be One Dollar($1.00). Such rent shall
be paid to Lessor on the Commencement Date and on the same date each year thereafter. Lessee
may prepay rent for all or any portion of the remaining term of this Lease. Rent shall be paid to
Lessor and delivered to Finance Department,City of Ukiah,.300 Seminary Ave.,Ukiah,California
95482, or to such other place as may be designated by Lessor from time to time.
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{00107669.DOCX.2}
4. Condition of Leased Premises.
(a) Environmental Indemnification. Lessee shall be responsible for the costs
of remediation and removal of any Hazardous Materials released on the Premises during the term
of this agreement, to the extent caused by the acts, omissions,negligence or willful misconduct of
Lessee or Lessee's invitees; provided, however, Lessee shall not be responsible for such costs to
the extent resulting from or arising out of the negligence or willful misconduct of Lessor or any
other third party. Lessee agrees to assume the defense of, indemnify, and hold Lessor harmless
from any and all claims, costs, and expenses related to environmental liabilities to the extent
resulting directly from Lessee's acts, omissions, negligence or willful misconduct of Lessee in its
operations on the Premises or its invitees; provided, however, Lessee shall have no obligations to
defend, indemnify or hold Lessor harmless to the extent such claims,costs,or expenses result from
or arise out of the negligence or willful misconduct of Lessor or any other third party.
Notwithstanding anything to the contrary in this agreement, Lessor and Lessee acknowledge and
agree that Lessee's responsibilities and liability with respect to the presence of any Hazardous
Materials disposed of or otherwise placed on or beneath the Premises,or incorporated or migrating
into or beneath the Premises, shall be limited to those responsibilities and liabilities arising directly
from conditions caused by Lessee's acts, omissions, negligence or willful misconduct during the
term of this agreement or its invitees, and in no event shall Lessee be responsible or liable for the
action or inaction of Lessor, other Lessees or third parties with respect to such conditions. Lessor
shall be responsible for the costs of remediation and removal of any Hazardous Materials released
on the Premises prior to, during or after the term of this agreement, to the extent caused by the
negligence or willful misconduct of Lessor. Lessor agrees to assume the defense of, indemnify,
and hold Lessee harmless from any and all claims, costs, and expenses related to environmental
liabilities to the extent resulting directly from Lessor's negligence or willful misconduct. The
rights and obligations of this Section 4(a) shall survive the termination of this agreement.
(b) For purposes of this Agreement, "Hazardous Materials" means any and all
substances, chemicals, wastes, sewage or other materials that are now or hereafter regulated,
controlled or prohibited by any Environmental Laws, including any (i) substance defined as a
"hazardous substance", "extremely hazardous substance", "hazardous material", "hazardous
chemical", "hazardous waste", "toxic substance" or "air pollutant" by the Comprehensive
Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601, et seq.; the
Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq.; the Resource
Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq.; the Federal Water Pollution
Control Act, 33 U.S.C. Section 1251, et seq.; the Clean Air Act, 42 U.S.C. Section 7401, et seq.;
the Emergency Planning and Community Right-to-Know Act, 42 U.S.C. Section 11001, et seq.;
the Toxic Substances Control Act, 15 U.S.C. Section 2601 et seq.; the Occupational Safety and
Health Act, 29 U.S.C. Section 651 et seq.; or the Occupational Safety and Health Standards, 25
C.F.R. 1910-1000 et seq., or regulations promulgated thereunder, all as amended to date and as
amended hereafter, (ii) hazardous substance, hazardous waste, toxic substance, toxic waste or
hazardous material,waste, chemical or compound described in any other environmental laws, and
(iii) asbestos,polychlorinated biphenyls,urea formaldehyde insulation, flammable or explosive or
radioactive materials, gasoline, oil, motor oil, waste oil, petroleum (including crude oil or any
component thereof),petroleum-based products,paints, solvents,lead,cyanide,DDT,printing inks,
acids, pesticides, ammonium compounds, and other regulated chemical products, but expressly
excluding nonhazardous oilfield waste and naturally occurring radioactive materials and materials
2
{00107669.DOCX.2}
expressly excluded from the definition of"hazardous materials" under such applicable laws as
may be amended from time to time.
5. Use. The Premises are to be used exclusively to provide the services under the
Agreement as it now reads or may be amended in the future and to operate a buy-back facility in
compliance with applicable state laws and regulations and in accordance with the attached Exhibit
3 which includes a list of recyclable items to be accepted at the buy-back center. Lessee shall
comply with the maintenance and operation requirements, including, but not limited to, required
fencing,methods of securing Hazardous Materials and security systems as set forth in the attached
Exhibit 4.
6. Uses Prohibited. Lessee shall not use any portion of the Premises for purposes
other than those specified hereinabove, and no use shall be made or permitted to be made upon the
Premises, nor acts done, which will increase the existing rate of insurance upon the property, or
cause cancellation of insurance policies covering said property.
7. Assignment and Subletting. Lessee shall not assign this Lease or sublet any portion
of the Premises without the prior written consent of Lessor, which shall be in Lessor's sole and
absolute discretion to give or deny. Any such assignment or subletting without such consent shall
be void and, at the option of the Lessor, may terminate this Lease. "Assignment," as used herein,
includes any change in the ownership or control of Lessee or any sale of substantially all of its
assets.
8. Ordinances and Statutes. Lessee shall comply with all statutes, ordinances and
requirements of all municipal, state and federal authorities now in force, or which may hereafter
be in force, pertaining to the Premises, occasioned by or affecting the continuing use thereof by
Lessee.
9. Maintenance, Repairs, Alterations. Lessee acknowledges that except for any
existing subsurface Hazardous Waste contamination which the Parties acknowledge are unknown
to Lessee, the Premises are in good order and repair. Lessee shall, at its own expense and at all
times, maintain the Premises (including all improvements) in good order and repair, keep the
Premises clean and in good and safe condition, do no damage to the Premises, and shall surrender
the Premises, at termination or expiration of this Lease, in as good condition as received, normal
wear and tear excepted. Lessee's obligation includes any reconstruction or replacement of the
Improvements necessary to maintain the Premises in good condition for the uses allowed under
this Lease.
No improvement or alteration of the Premises shall be made by Lessee without the prior
written consent of Lessor. Prior to the commencement of any substantial repair, improvement or
alteration to which Lessor shall so consent, Lessee shall give Lessor at least two (2) days advance
written notice in order that Lessor may post appropriate notices to avoid any liability for liens.
10. Entry and Inspection. Lessee shall permit Lessor or Lessor's agents to enter upon
the Premises without prior notice during hours when the Premises are open to the public and at
other reasonable times upon reasonable notice for the purpose of inspecting the same, and will
permit Lessor to place upon the Premises any usual "To Let" or "For Lease" signs, and permit
3
{00107669.DOCX.2}
persons desiring to Lease the same to inspect the Premises thereafter, within six (6) months prior
to expiration of this Lease.
11. Quiet Enjoy. Lessor covenants that Lessee shall and may, at all times during
the Term, peaceably and quietly have, hold, occupy, and enjoy the Premises.
12. Indemnification of Lessor. Lessee shall indemnify and defend Lessor against,
reimburse Lessor for, and hold Lessor harmless from any and all losses, costs, liabilities, suits,
actions, damages, injuries, or expenses (including reasonable legal fees and costs of expert
witnesses) to the extent caused by, resulting from, connected with, or related to any claim of
damages, whether or not suit has been filed: (i) occurring as a result of Lessee's acts, omissions,
or negligence,or the acts,omissions,or negligence of Lessee's agents, contractors, subcontractors,
employees or invitees, in connection with this agreement; (ii) occurring as a result of Lessee's
breach of this agreement or any of its representations or warranties contained herein; and (iii)
otherwise in connection with Lessee's use of the Premises; except to the extent resulting from
Lessor's acts, omissions, or negligence, or the acts, omissions, or negligence of Lessor's agents,
contractors, subcontractors, or employees.
13. Insurance. Lessee, at its expense, shall maintain public liability insurance,
including bodily injury and property damage, in accordance with the terms of Section 7.C. of the
Agreement.
14. Utilities. Lessee shall be responsible for the payment of all utilities, including
water, gas, electricity, heat and other services delivered to the Premises during the term hereof.
15. Abandonment of Premises. Lessee shall not vacate or abandon the Premises at any
time during the term hereof, and if Lessee shall abandon or vacate the Premises,or be dispossessed
by process of law, or otherwise, any personal property belonging to Lessee left upon the Premises
shall be deemed to be abandoned, at the option of Lessor.
16. Condemnation. If any part of the Premises shall be taken or condemned for public
use, and a part thereof remains which is susceptible of occupation hereunder, this Lease shall, as
to the part taken,terminate as of the date the condemnor acquires possession, and thereafter Lessee
shall be required to pay such proportion of the rent for the remaining term as the value of the
Premises remaining bears to the total value of the Premises at the date of condemnation;provided,
however,that Lessee may at its option,terminate this Lease as of the date the condemnor acquires
possession. In the event that the Premises are condemned in whole, or that such portion is
condemned that the remainder is not susceptible for use hereunder,this Lease shall terminate upon
the date upon which the condemnor acquires possession. All sums which may be payable on
account of any condemnation shall belong to the Lessor, and Lessee shall not be entitled to any
part thereof; provided, however, that Lessee shall be entitled to retain any amount awarded to
Lessee for its trade fixtures or moving expenses.
17. Trade Fixtures. Any and all fixed improvements made to the Premises during the
term hereof shall belong to Lessor, except trade fixtures of the Lessee. Lessee may, upon
termination hereof, remove all its trade fixtures, subject to Lessor's rights under Section 8 of the
4
{00107669.DOCX.2}
Agreement,but shall repair or pay for all repairs necessary for damages to the Premises occasioned
by such removal.
18. Destruction of Premises. In the event of a whole or partial destruction of the
Premises during the term hereof from any cause, Lessor shall forthwith repair the same provided
that the insurance proceeds are sufficient for such purpose and provided that such repairs can be
made within one hundred twenty (120) days under existing governmental laws and regulations,
but such partial destruction shall not terminate this Lease, except that Lessee shall be entitled to a
proportionate reduction of rent while such repairs are being made, based upon the extent to which
the making of such repairs shall interfere with the business of Lessee on the Premises. If such
repairs cannot be made with the available insurance proceeds or within said one hundred twenty
(120)days,Lessor or Lessee,at its option,may make the same within a reasonable time,this Lease
continuing in effect with the rent proportionately abated as aforesaid, and in the event that Lessor
shall not elect to make such repairs which cannot be made with the available insurance proceeds
or within one hundred twenty (120) days, this Lease may be terminated at the option of either
party.
19. Insolvency. In the event a receiver is appointed to take over the business of Lessee,
or in the event Lessee makes a general assignment for the benefit of creditors or Lessee takes or
suffers any action under any insolvency or bankruptcy act,the same shall constitute breach of this
Lease by Lessee.
20. Remedies of Lessor on Default. In the event of any breach of this Lease by Lessee,
Lessor may, at its option, terminate the Lease and recover from Lessee any amount necessary to
compensate Lessor for all detriment proximately caused by Lessee's failure to perform its
obligations under the Lease or which in the ordinary course of things would be likely to result
therefrom. Nothing contained herein shall be deemed to limit any other rights or remedies which
Lessor may have.
21. Attorney's Fees. In case suit should be brought for recovery of the Premises, or for
any sum due hereunder, or because of any act which may arise out of the possession of the
Premises, by either party, the prevailing party shall be entitled to all costs incurred in connection
with such action, including reasonable attorney's fees.
22. Waiver. No failure of Lessor to enforce any term hereof shall be deemed to be a
waiver of such term.
23. Notices. Whenever a notice or document is required or permitted to be served or
given hereunder, it shall be deemed given or served when received if delivered by email (with
acknowledgment of receipt), certified U.S. Mail, overnight courier (such as UPS or Federal
Express), or 48 hours after deposit in the U.S. Mail with first class postage affixed. Any such
document or notice shall be addressed as follows:
TO LESSOR
Mendocino Solid Waste Management Authority
Attention: [ ]
3200 Taylor Drive
5
{00107669.DOCX.2}
Ukiah, California 95482
Email: [ ]
TO LESSEE
Ukiah Waste Solutions, Inc.
Attention: Bruce McCracken, District Manager
3515 Taylor Drive
Ukiah, California 95482
Email: bruce.mccracken@wasteconnections.com
or to such other person or address as may be specified from time to time in writing by either party
in accordance with this Section.
24. Time. Time is of the essence of this Lease.
25. Heirs, Assigns, Successors. This Lease is binding upon and shall inure to the
benefit of the respective heirs, assigns and successors in interest to each of the parties.
26. Property. Tom. Lessee shall pay all Property Taxes on the Premises,including any
improvements thereon. For purposes of this Lease, "Property Taxes" shall mean: (a) all real
estate taxes and other assessments on the Premises and/or any improvements, including
assessments for special improvement districts and building improvement districts, taxes and
assessments levied in substitution or supplementation in whole or in part of any such taxes and
assessments; (b) all personal property taxes for property that is owned by Lessor and used in
connection with the operation, maintenance and repair of the Premises and/or improvements;
(c) all governmental charges attributable to the Premises (such as business license taxes and fees);
and (d) all costs and fees incurred in connection with seeking reductions in any tax liabilities
described in (a) or (b) above, including, without limitation, any costs incurred by Lessor for
compliance, review and appeal of Property Tax liabilities. The parties shall use commercially
reasonably efforts to maintain or decrease the assessed value of the Premises upon conveyance of
the Premises to Lessor.
27. Estoppel Certificate.
(a) Lessee shall at any time upon not less than ten(10)days'prior written notice
from Lessor execute, acknowledge and deliver to Lessor a statement in writing (i) certifying that
this Lease is unmodified and in full force and effect (or, if modified, stating the nature of such
modification and certifying that this Lease, as so modified, is in full force and effect), the amount
of any security deposit, and the date to which the rent and other charges are paid in advance, if
any, and(ii) acknowledging that there are not,to Lessee's knowledge, any uncured defaults on the
part of Lessor hereunder, or specifying such defaults if any are claimed. Any such statement may
be conclusively relied upon by any prospective purchaser or encumbrancer to the Premises.
(b) At Lessor's option, Lessee's failure to deliver such statement within such
time shall be a material breach of this Lease or shall be conclusive upon Lessee (i)that this Lease
is in full force and effect, without modification except as may be represented by Lessor, (ii) that
there are no uncured defaults in Lessor's performance, and (iii) that not more than one month's
6
{00107669.DOCX.2}
rent has been paid in advance or such failure may be considered by Lessor as a default by Lessee
under this Lease.
(c) If Lessor desires to finance, refinance or sell the Premises, or any part
thereof, Lessee hereby agrees to deliver to any lender or purchaser designated by Lessor such
financial statements of Lessee as may be reasonably required by such lender or purchaser. Such
statements shall include the past three years' financial statements of Lessee. All such financial
statements shall be received by Lessor and such lender or purchaser in confidence and shall be
used only for the purposes herein set forth.
28. Entire Agreement. The foregoing (including, where applicable, the Agreement)
constitutes the entire agreement between the parties with respect to the Premises and may be
modified only by a writing signed by both parties. Capitalized terms used,but not defined, herein
shall have the respective meanings given them in the Agreement.
29. Governing Law; Forum. This Lease shall be construed in accordance with the
internal laws of the State of California (irrespective of choice of law principles). Any dispute
hereunder shall be resolved in the state courts in Mendocino County and state appellate courts.
The parties waive any right to a jury trial.
[Remainder of page intentionally left blank;
Signature page follows.]
7
{00107669.DOCX.2}
IN WITNESS WHEREOF, the parties have executed this Lease as of the date first above
written.
MENDOCINO SOLID WASTE MANAGEMENT AUTHORITY (LESSOR)
By:
Name:
Title:
UKIAH WASTE SOLUTIONS, INC. (LESSEE)
By:
Name:
Title:
8
{00107669.DOCX.2}
EXHIBIT 2
2009-04042
Recorded at the re
qquuest af:
rMEN/26/AK9 iREDITAUNION
RECORDING REQUESTED BY Fee; /2WO$14.0B P4s: t of 3
Redwood Empire Title Company of Mendocino OFFICIAL RECORDS
Count. Susan M. Ranoahak - Clark-Rteorder
MAIL TAX STATEMENTS Mendocino County, CA
AND WHEN RECORDED MAIL TO: 1lll �F��� ���1 ill
MENDOCINO SOLID WASTE I I
MANAGEMENT AUTHORITY
P.O.BOX 123
UKIAH.CA 95482
ORDER NO.. 13W58-ROS
SPACE ABO\ETHIS I-IKE FOR RECORDER'S USE
GRANT DEED
THE UNDERSIGNED GRANTOR(s)DECLARE(s) Documentary Transfer Tax is$2*. County
x unincorporated area 13 computed on full value of interest or property conveyed,or
E]THE city of x Tull value less value of hens or encumbrances remaining at the
lime of sale
Parcel No. 184-140-11120.M
FORA VALUABLE CONSIDERATION.receipt of which is hereby acknowledged. W
Philip and Eloise Gannon Family,LLC and Catherine T.Golden,an unmarried roman PCO
hereby GRANT(s)to FILED
Mendocino Solid Waste Management Authority
the following real property in the Unincorporated Area,county of Mendocino.State of California: Exemft
See Fxhibu A attached hereto and made a part hereof.
Dated: February 19,2009 _
SEI.I.ERS:
Philip�andlorscannon Family,/LLC
Thomas N4-Gannon.Member Catherine T.Golden_
- �
Me4',
Maureen Riedy.Member
STATE OF CALIF
COUP OF I SS:
before me FOR!NOTARY SEAL OR STAMP
a Notary Public,personally a area
who proved to me on the basis of satisfactory evidence t the
personfs)a°hose name(s) Ware subscribed to the within instrument and
acknowledged to me that hcAWthey executed the same In hsallt4dtheir
authorized capacity6es) and that by 11WNr/their signature(s)on the
instrument the person[s). or the enuty upon behalf of%%hick the person(s)
acted.executed the instrument.
I certify under PENALTY OF PFRJURY under the laws of the State of
Cahrornia that the foregoing paragraph is true and correct. DIANE L.JULIEN
COMM.#1787969
WITNESS rwarhamlend official seal. Z° !� NOTARY PUBLIC-CALIFORNIAZ
MARIN COUNTY
Signature MY Comm.Eiipires,I .13,2012
c�e�p:
2009-04042 Page 2 of 3 03/25/2009 1 0:44:40 AM
STATE OF CAI-IFORN1A
COUNTY OF;%IFNDOCINO � SS:
On March 20 2009 before me. FOR NOTARY SEAL OR STAMP
R. Burlesci —
a Notary Public.personally appeared C2rher,ne T.Golden
who proved to me on the basis of satisfactory evidence to be the
person(s)whose name(s)is are subscribed to the within instrument and
acknowledged to me that he she'they executed the same in
hislhe0heir authorized capacity(ies) and that by hisllterrtheir
signature(s)on the instrument the person(s). or the entity upon behalf
of which the person(s)acted.executed the instrument.
I certify under PENALTY OF PERJLRY under the laws of the State
CI
of California that the foregoing paragraph is true and correct R.BUitlEi
Commission� 1737?t)0
- Notary Public—CaWfOmio
Vk ITNE hand and official seal_ Moridoclna County
F�fMancl Cing 1
Signature
STATE OF CALIFORNIA
COGNTY OF } SS:
On before me. FOR NOTARY SEAL OR STAMP
a Notary Public. ersonally appeared
who proved to on the basis of satisfactory evidence to be the
person(s)whose na is are subscribed to the %%ithin instrument and
acknowledged to me tha a she-they executed the same in hisihertheir
authorized capacity(tes) an hat by his-her their signature(s)on the
instrument the person(s), or i entity upon behalf of which the
person(s)acted,executed the instrume
I certify under PENALTY OF PERJI:RY u r the laws of the State of
California that the foregoing paragraph is true a correct.
W[TNESS my hand and official seal.
Signature
txour�ak
2009-04042 Page 3 of 3 03/25/2009 10:44:40 AM
Exhibit A
The land referred to herein is described as follows:
All that certain real property situate,lying and being in the unincorporated area.County of Mendocino.State of California.more
particularly described as follows:
All that portion of the following land lying Easterly of the courses numbered(12).(13),(14)and(15):Northerly of the course
numbered(16),and Westerly of the course numbered(17)in the Final Order of Condemnation recorded December 26. 1962 in
Book 614.Page 288.Mendocino County Records:
Commencing at''H2",which is the Southwest corner of Lot 69 of Healey's Survey and flap of Yokayo Rancho,and which is
marked by a half inch iron bolt;thence North 81'12`East,30.6 feet to the East line of the State Highway and the point of
beginning of this description;thence on the exterior boundaries of the land to be described as follows: North 20*38'West,on the
East line of the State Highway 747 feet to an iron pipe,from which a white oak tree 40 inches in diameter.marked
"FSVNBTGGE"bears South W 1 l'East. 133.5 feet;thence North 76'52'East.332.60 feet;thence North 5V50'East.56.1 feet;
thence North 81137'Fast.981.4 feet to the West line of the Northwestern Pacific Railway Company's nght of way;thence South
21*39'East.along the West line of said right of way,789.8 feet to the South line of said Lot 69;thence South 8['12'West,along
the South line of said Lot 69.a distance of 1386.5 feet to the point of beginning,being a portion of Lot 69 of Healey's:Nap and
Survey of Yokayo Rancho.
APN; 184-140-11
EXHIBIT 3
As required in Section 5 of the Lease,the Lessee will operate a California Certified CRV(Buy
Back) Recycling Center at the Facility during the entire Term of the Lease, complying with all
applicable rules and regulations of the State of California governing such operation, and will
receive all items and make whatever CRV payments to the buyback customer required by
applicable regulation in effect at the time.
EXHIBIT 4
Lessee agrees to maintain the property as described in Exhibit 2 in a manner keeping with industry standards
regarding the storage,handling and securing Household Hazardous Waste (HHW). These standards may
include but are not limited to;fencing,locked gates and doors, security lighting, alarms,proper containers,labels
and handling procedures.
HHW items to be accepted at the Facility by Lessee in accordance with the terms and conditions of EXHIBIT 1
will include but are not limited to the following listed items. This list may be amended in future to meet
regulatory requirements of the State of California.
Aerosol sprays
Antifreeze
Asbestos
Auto batteries
Automatic transmission fluid Ballasts
Bases
Batteries (auto, solar,household)
Brake fluid
Cleaners and disinfectants
Drum Disposal (empty only, 15-gal maximum size)
Engine cleaners
Fertilizers
Fire extinguishers
Flammable liquids &solids
Flares
Fluorescent bulbs
Fuels (such as butane, diesel,gasoline,kerosene and lamp oil) Fungicides
Glues
Insecticides
Bulbs
Medication
Mercury
Non- RCA Liquids/Solids
Nail polish &remover
Oil&filters
Oxidizers
Paint
Paint thinners
Perfumes
Pesticides
Photo chemicals
Pool chemicals
Power-steering fluid
Propane (5 gallon-cylinders and smaller)
Road Flares
Rodenticides
Sharps/needles
Shoe Polish
Sludge, Soil, Misc.
Smoke Detectors
Solvents
Treated Wood (nails/screws removed)
Toiletries Weed Killers Wood Finishes
ATTACHMENT 3
SERVICE AGREEMENT
BETWEEN
MENDOCINO SOLID WASTE MANAGEMENT AUTHORITY
AND
CITY OF UKIAH
This Agreement is made and entered in Ukiah, California on , 2023
("Effective Date") by and between the Mendocino Solid Waste Management
Authority ("MSWMA") and City of Ukiah ("City"). MSWMA and City may be
referred to hereafter individually as "Party" and collectively as "Parties."
RECITALS:
1. MSWMA is a joint powers agency currently organized and operating
under an Amended and Restated Joint Powers Agreement among the Cities of Fort
Bragg, Ukiah, Willits and the County of Mendocino, dated November 19, 2019
("JPA"). Under the JPA MSWMA was formed for various purposes, including: (1)
making reasonable efforts to increase recycling and diversion of materials in order
to reduce landfill deposits and achieve the waste diversion goals of a Reduction
and Recycling Plan; (2) providing for the proper handling, reuse or disposal of
household hazardous wastes; (3) providing educational outreach to encourage
recycling, diversion and proper disposal of solid and household hazardous waste;
(4) providing for the cleanup of sites where solid waste has been illegally disposed;
and (5) removing graffiti.
2. City is a California general law municipal corporation in Mendocino
County, California and a signatory of the JPA.
3. MSWMA entered or will enter a Lease and an HHW Services Agreement
with an independent contractor to operate MSWMA's HHW program.
4. Pursuant to Section 7(a) of the JPA, the MSWMA Board of Directors has
determined to contract with the City to perform the services of MSWMA's General
Manager, including the General Manager performing as the MSWMA Treasurer
pursuant to Section 6 of the JPA, and to provide other clerical and accounting
services.
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AGREEMENT:
Based on the foregoing recitals which are incorporated into this Agreement,
the terms and conditions stated hereafter and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
Parties agree as follows:
1. DEFINITIONS: The following capitalized terms shall have the meaning
specified in this Section 1:
a. "Commission" shall mean the five-member governing body of
MSWMA established under Section 2 of the JPA.
b. "Commencement Date" shall mean the date when City is required to
begin providing services under this Agreement as specified in Section
2 below.
C. "County" shall mean Mendocino County.
d. "Facility" shall mean household hazardous waste disposal facility at
the MSWMA Site.
e. "Fiscal year" means July 1 to June 30.
f. "Haulers' Advisory Committee" shall mean a group composed of at
least one representative from each company holding an exclusive
curbside collection franchise contract in the incorporated and
unincorporated territory of the County and a representative of the
County Department of Transportation.
g. "Household Hazardous Waste or "HHW" shall mean leftover
household products that can catch fire, react, or explode under certain
circumstances, or that are corrosive or toxic, including products, such
as paints, cleaners, oils, batteries, pesticides and other products
specified by MSWMA as accepted at the Facility.
h. "HHW Services Agreement" means the Agreement, an unexecuted
draft of which is attached hereto as Attachment 1.
i. "Lease" shall mean the lease between MSWMA and Ukiah Waste
Solutions for the MSWMA Site, substantially in the form of the
attached Attachment 2.
j. "MSWMA" has the meaning provided in Recital 1, above.
k. "MSWMA Site" shall mean the real property located at 3200 Taylor
Drive, Ukiah, CA as depicted and described in the Lease.
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2. GENERAL MANAGER AND TREASURER SERVICES: Commencing
on , 2023, using its own employees and/or independent contractors
City shall perform the duties of the General Manager and Treasurer of MSWMA in
accordance with Sections 6 and 7 of the JPA. In keeping with sections 5, 7,13 and
15 of the JPA, the Commission will appoint the City of Ukiah Director of Public
Works as General Manager. The holder of that position will remain the General
Manager until the Commission, with the agreement of the City's City Manager,
makes a different appointment. In keeping with the provisions of section 6 of the
JPA, the Commission will appoint the Finance Director of the City of Ukiah as
Treasurer. The Treasurer shall perform appropriate accounting, reporting, audit
management, and other regular and customary financial services functions
necessary for the prudent financial management of MSWMA. The holder of that
position will remain the Treasurer until the Commission, with the mutual
agreement of the City's City Manager, makes a different appointment.
A. In its capacity as General Manager, the City shall:
(1) act as MSWMA's representative in managing the HHW Services
Agreement and the Lease to determine if the services required by
those agreements are being performed in compliance with their terms;
(2) prior to the commencement of each Fiscal Year, present a preliminary
budget to the Commission for consideration and by no later than June
15, submit a final budget for Commission approval. The Parties may
agree to alter this schedule;
(3) call meetings of and consult with a standing committee formed by the
Commission pursuant to Section 4(b) of the JPA, to provide guidance
and clarify issues in an advisory role between Commission meetings.
The Commission may elect to create and appoint as members of such
committee one Commissioner who represents an area that includes the
coastal area and one Commissioner who represents an area that
includes an inland area of Mendocino County.
(4) call and chair meetings of the Haulers Advisory Committee as and
when determined necessary by the General Manager;
(5) Maintain the MSWMA (Mendo Recycle) website;
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(6) Understanding that each member of MSWMA has sole responsibility
to comply with California law including, but not limited to, SB 1383,
when requested by the Commission, advise and assist MSWMA
members to comply with California statutes and regulations governing
waste reduction and recycling; provided, however, that the following
services will be provided by non-City entities:
i. The County of Mendocino, Department of Transportation
("DOT"), possessing all the necessary resources, has
committed to provide all required updates of the MSWMA
Source Reduction and Recycling Element (Plan). MSWMA
will reimburse DOT for its cost to provide the Plan updates at
the rate DOT pays or charges for similar services.
ii. The County of Mendocino, Department of
Transportation, possessing all the necessary resources, has
committed to provide all required updates of the MSWMA
Household Hazardous Waste Element (Plan).MSWMA will
reimburse DOT for its cost to provide the Plan updates at the
rate DOT pays or charges for similar services.
(7) perform the duties of Secretary to the Commission responsible for (1)
the preparation of meeting notices and agendas in compliance with the
Brown Act, (2) minutes of meetings and other documents requiring
Commission approval and (3) act as the custodian of Commission
records created after the Effective Date and secure documents existing
prior to the Effective Date that can be reasonably located at the
Facility. Preparation of minutes is contingent on the Commission
adopting a Resolution Providing for Action Minutes, substantially in
the form of the attached Attachment 3;
(8) oversee the application for and administration of all routinely available
CalRecycle Grants and other grants that will advance the MSWMA's
purposes as stated in Section 1 of the JPA.
(9) Within thirty (30) days of the Commencement Date in consultation
with Contractor, City shall oversee the preparation of an inventory of
all personal property, including equipment and vehicles owned by
MSWMA and located at the Facility which shall be acknowledged in
writing by City and Contractor to be complete. Within said thirty (30)
days, the inventory shall be delivered to the Clerk of the Commission
for presentation to the Commission at a regular or special meeting. The
Commission shall review the inventory and the recommendations of
the City and the Contractor and determine which items on the
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inventory the Contractor is authorized to use in providing services
under the services agreement between MSWMA and the Contractor
and which items shall be declared surplus property and disposed of at
the Direction of the General Manager.
B. In its capacity as Treasurer, the City shall perform the duties of the
Treasurer as set forth in Section 6 of the JPA. The Treasurer shall perform
appropriate accounting, reporting, audit management, and other regular and
customary financial services functions necessary for the prudent financial
management of MSWMA. In the performance of those services, the City shall:
(1) maintain appropriate accounting procedures and practices, in
accordance with City of Ukiah Policy Resolution No. 39,
Establishing Financial Management Policies for the City of Ukiah,
Generally Accepted Accounting Principles (GAAP) and the policies
of the Government Accounting Standards Board ("GASB"),
including, but not limited to, budgeting, accounting, and treasury
management (receipts, deposits, investments, and disbursements);
(2) maintain records for all MSWMA transactions and accounts, which
may include MSWMA fiduciary accounts established as part of the
City's financial management system, and separately account for all
funds received, disbursed or invested by the City in its capacity as
Treasurer;
(3) provide regular budgetary and financial reports to MSWMA and upon
request of the Commission;
(4) be the custodian of all MSWMA funds and perform custodial
functions, including the deposit of MSWMA funds in and
disbursement of such funds from bank accounts maintained by the
City and invest surplus funds until needed in accordance with City
Policy Resolution No. 39, crediting MSWMA with the return on those
investments, whether positive or negative;
(5) each Fiscal Year engage the same independent certified public
accountant who audits the financial statements of the City, to perform
an audit and report directly to the Commission on the financial
statements of MSWMA.
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C. City is a service provider. MSWMA shall be responsible for and for
understanding the financial and other activities and information performed or
related to the services provided by the City under this Agreement. The City is not
performing these services as the MSWMA's agent but as a service provider and
MSWMA agrees that the City does not assume a fiduciary duty to MSWMA in the
performance of these financial and general services.
3. OTHER SERVICES. When mutually agreed by the Parties as documented in
the minutes of the Commission, City will provide Other Services to MSWMA
including, but not limited to, legal and other professional services.
4. COMPENSATION FOR SERVICES PROVIDED UNDER THIS
AGREEMENT.
A. Annual Compensation: The annual MSWMA budget proposed by the
City and approved by the Commission shall include compensation to the City for
the services provided under Section 2 of this Agreement.
_Within thirty (30) days after the end of each quarter of the Fiscal Year, MSWMA
will remit twenty-five (25%) percent of the annual budgeted Compensation to the
City and any additional amount needed if the budgeted amount is amended.
B. Payment for Other Services: Unless a different rate is stipulated at the
time Other Services are requested by the MSWMA, the City will charge MSWMA
for staff services according to the City's Charge Out Rate Schedule which is
updated annually, or at the same rate that it pays for such services to outside third
parties. The City will bill for these services on a quarterly basis and payment for
the services provided in that quarter is due no later than thirty (30) days after
presentation of the invoice to MSWMA. The City will also be eligible for any
dedicated administration reimbursements from awarded grants that are
allowable expenses in the administration of activity delivery for the corresponding
grant.
5. TERM. This Agreement shall commence on the Effective Date and remain in
effect until terminated by either the Commission or the City. Termination shall
occur not sooner than ninety (90) days after either Party gives written notice of
termination. A different termination date may be established by agreement of the
Parties. Upon termination of the Agreement by either Party, the City shall
cooperate in the transition to another means of performing the services provided by
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City under this Agreement. Upon the termination of this Agreement the City shall
have no authority, responsibility or liability for MSWMA's continued operations.
6. NOTICES. Whenever notice or other communication is permitted or required
by this agreement, it shall be deemed given when personally delivered or when
received, if delivered by overnight courier or email, if receipt is acknowledged in
writing, or 48 hours after it is deposited in the United States mail with proper first-
class postage affixed thereto and addressed as follows:
To City: City of Ukiah
Attention: Sage Sangiacomo, City Manager
300 Seminary Ave.
Ukiah, CA 95482
Email:
Attention: City Manager
To MSWMA: Mendocino Solid Waste Management Authority
Attention: Chairperson of the Board
3200 Taylor Dr, Ukiah, CA
Ukiah, CA 95482
Email:
Attention: Commission Chair
A Party may change the address and email address to which notices shall be sent
by giving notice of the change as provided herein.
7. SEVERABILITY. Should any part, term, portion, or provision of this
Agreement or the application thereof of any person or circumstances, be in conflict
with any State or Federal law, or otherwise be rendered unenforceable or
ineffectual, the validity of the remaining parts, terms, portions or provisions, or the
application thereof to other persons or circumstances, shall be deemed severable
and shall not be affected thereby, provided such remaining portions or provisions
can be construed in substance to continue to constitute the Agreement that the
parties intended to enter into in the first instance.
8. HOLD HARMLESS AND INDEMNITY. MSWMA agrees to defend,
indemnify, and save the City harmless from and against any and all claims,
liability, damages or costs arising out of the decisions or directives of the
Commission. The City agrees to indemnify and defend MSWMA from and against
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any claims, liability, damages or costs caused by the grossly negligent acts, errors,
omissions or willful misconduct of its officers or employees in performing
pursuant to this Agreement, but only in proportion to and to the extent such
liability, loss, expense, attorneys' fees, or claims for injury or damages are caused
by the City's officers, employees, or agents.
Each Party hereby agrees to defend itself from any claim, action or proceeding by
third parties arising out of the acts or omissions of its officers or employees. In
such cases, each Party agrees to retain its own legal counsel, bear its own defense
costs, and waive its right to seek reimbursement of such costs.
Notwithstanding the above, where a trial verdict or arbitration award allocates or
determines the comparative fault of the Parties, the Parties may seek
reimbursement and/or reallocation of defense costs, settlement payments,
judgments and awards, consistent with said comparative fault.
As required by Section 9 herein, the Parties are responsible to provide workers
compensation insurance for injuries sustained in the normal course and scope of
their respective employees' performance of services. The Parties waive any right
of subrogation against each other for any and all losses sustained by the Parties,
subject to such workers compensation coverage.
For purposes of this section, the terms "employee" or "employees" shall refer to
and include employees, officers, agents, representatives, subcontractors or
volunteers.
Notwithstanding the foregoing, no employee, officer, agent, representative,
subcontractor or volunteer of any Party shall be considered an "employee" of the
other Party for purposes of indemnification.
9. INSURANCE Each Party shall be responsible for maintaining a program of
insurance that shall cover each Party's indemnification obligations. Without in any
way affecting the indemnity herein provided and in addition thereto, each Party
shall secure and maintain throughout the Agreement the following types of
insurance, including coverage through a pooled risk joint powers agency with
limits as shown.
A. Workers' Compensation:
If the Party has employees, a program of Workers' Compensation Insurance or a
state-approved self-insurance program in an amount and form to meet all
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applicable requirements of the Labor Code of the State of California, including
Employer's Liability with $250,000 limits covering all persons providing services
on behalf of each Party and all risks to such persons under this Agreement.
B. Comprehensive General and Automobile Liability Insurance:
This coverage is to include contractual coverage and automobile liability coverage
for owned, hired, and non-owned vehicles. The policy or self-insurance shall have
combined single limits for bodily injury and property damage of not less than two
million dollars ($2,000,000.00).
C. Additional Named Insured:
All policies, and/or memoranda of coverage, except Workers' Compensation, shall
contain additional endorsements naming each Party and its officers, employees,
agents and volunteers as additional named insured with respect to liabilities arising
out of each Party's performance hereunder.
D. Policies Primary and non-Contributory:
All policies required above are to be the primary and non-contributory with any
insurance or self-insurance carried or administered by each Party.
10. INDEPENDENT CONTRACTOR.
It is the express intention of the Parties that City is an independent contractor and
not an employee,joint venturer, or partner of MSWMA for any purpose
whatsoever. MSWMA shall have no right to and shall not control the manner or
prescribe the method of accomplishing those services contracted to and performed
by City under this Agreement, and the general public and all governmental
agencies regulating such activity shall be so informed.
Those provisions of this Agreement that reserve ultimate authority in MSWMA
have been inserted solely to achieve compliance with federal and state laws, rules,
regulations, and interpretations thereof. No such provisions and no other
provisions of this Agreement shall be interpreted or construed as creating or
establishing the relationship of employer and employee between City and
MSWMA.
City shall pay all estimated and actual federal and state taxes that are due the state
and federal government and shall furnish and pay worker's compensation
insurance, unemployment insurance and any other benefits required by law for its
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employees. City agrees to indemnify and hold MSWMA and its officers, agents
and employees harmless from and against any claims or demands by federal, state
or local government agencies for any such taxes or benefits due but not paid by
City, including the legal costs associated with defending against any audit, claim,
demand or lawsuit.
11. MEDIATION. Should any dispute arise out of this Agreement, any Party
may request that it be submitted to mediation. The Parties shall meet in mediation
within 30 days of a request, unless they mutually agree to a longer period. The
mediator shall be agreed to by the Parties; in the absence of an agreement, the
Parties shall each submit one name from mediators listed by an agreed-upon
service or the Parties themselves. The mediator shall be selected by a mutually
agreed random selection process. The cost of mediation shall be borne equally by
the Parties. No Party shall be deemed the prevailing party. No Party shall be
permitted to file a legal action without first meeting in mediation and making a
good-faith attempt to reach a mediated settlement. The mediation process, once
commenced by a meeting with the mediator, shall not last more than 60 days,
unless the 60-day period is extended in writing by the Parties. If a dispute is not
resolved by mediation, a Party may pursue litigation in California state courts in
compliance with all applicable state laws.
12. ASSIGNMENUDELEGATION. Neither party hereto shall assign,
sublet, or transfer any interest in this Agreement or any duty hereunder without
written consent of the other, and no assignment shall be of any force or effect
whatsoever unless and until the other party shall have so consented.
13. NO THIRD-PARTY BENEFICIARIES. This Agreement is only for the
benefit of the Parties as local governmental entities and shall not be construed as or
deemed to operate as an agreement for the benefit of any third party or parties, and
no third party or parties shall have any standing or right to interpret, enforce or
state any cause of action arising under or pertaining to this Agreement, or obtain
any right to benefits or position of any kind under the terms of this Agreement.
14. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of California.
15. ENTIRE AGREEMENT. This document is intended both as the final
expression of the Agreement between the parties hereto with respect to the
included terms and as a complete and exclusive statement of the terms of the
Agreement. This Agreement may be transmitted electronically and executed in
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counterparts, each such executed electronic copy of which shall constitute an
original admissible for any purpose and in any judicial or administrative
proceeding as evidence of the agreement between the Parities. .
16. AMENDMENTS. This Agreement may be amended from time to time only
by written agreement between the parties signed by an authorized representative of
each party. Either party may at any time request that the service or other
provisions in this Agreement be modified by delivering written notice of its
requested modifications to the other party. Within thirty (30) days after receipt of
any such request, the parties shall meet and negotiate in good faith on adopting
such requested modifications, including, without limitation, any change to the
Rates necessitated by such modifications, provided that nothing herein shall
obligate either party to agree on any such requested modifications.
17. WAIVER. Failure of any Party to insist upon strict performance of any of
the terms, conditions or covenants in this Agreement will not be deemed a waiver
of any right or remedy that Party may have and will not be deemed a waiver of any
right or remedy for a subsequent breach or default of the terms, conditions or
covenants contained in this Agreement, nor will it constitute a precedent for
interpretation of this Agreement.
18. SEVERABILITY. If any term, provision, covenant or condition of this
Agreement is held to be invalid, void or otherwise unenforceable, to any extent, by
any court of competent jurisdiction, the remainder to this Agreement shall not be
affected thereby, and each term, provision, covenant or condition of this
Agreement shall be valid and enforceable to the fullest extent permitted by law.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
Effective Date.
MENDOCINO SOLID WASTE MANAGEMENT AUTHORITY
By:
Chairperson, Board of Commissioners
CITY OF UKIAH
Mari Rodin, Mayor
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ATTEST:
Kristine Lawler, City Clerk
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Agenda Item No.: 7b
MEETING DATE: April 20, 2023
MENDO
RECYCLE STAFF REPORT
SUBJECT: Approve of two (2) FY2023 Budget Amendments
ATTACHMENTS:
Summary:
Approve two (2) amendments to the MSWMA FY 2023 annual budget: 1. Amend the annual budget to
reimburse the City of Ukiah for direct out of pocket costs of$19,083.25 expended in the period 2019 to 2023 to
benefit all Members of MSWMA for the development and implementation of the MSWMA Revised and
Restated Joint Powers Authority Agreement (Agreement) and the development of an MSWMA operational
restructuring plan embodied in the three agreements that implement that plan. 2. Amend the annual budget to
provide $48,000 compensation for FY 2023 to the City of Ukiah under the Agreement with City of Ukiah to
Provide General Manager and Related Administrative Services.
Background: Starting in mid 2019, in the absence of a functioning general manager position at the Authority,
the City of Ukiah stepped forward as requested to develop and present to the Commission a MSWMA Revised
and Restated Joint Powers Authority Agreement (Agreement) that would refine the Authority's mission
statement. The Agreement and other operational choices prepared and presented by the City, were the basis
for the Commission to consider operational alternatives. The Authority adopted the Agreement on November
19, 2019 but chose to stay with the general manager operational model. In 2022, after it became apparent that
the general manager operational model was not functioning effectively, the City of Ukiah was again asked to
consider and develop and alternative operating model to be presented to the Commission for consideration.
The $19,0783.25 budget amendment request for the for the period 2019 through the present includes only the
City's out of pocket direct expenses for the City Attorney who drafted the Agreement, and the three
agreements presented in agenda item 7a that define the new operating structure along with the business
advisor costs for time devoted directly for the recommendations of the development, drafting, coordination and
implementation of the restructure plan. All related costs during this period that benefit all Members for City of
Ukiah Public Works, City Manager, Grant Specialist, Finance, and City Clerk have been all been funded by the
City of Ukiah alone, and no reimbursement is requested for those costs from MSWMA.
2. The Agreement with City of Ukiah to Provide General Manager and Related Administrative Services to
MSWMA requires the Commission to approve a compensation amount to the City annually through the budget
process. $48,000 is proposed as a budget amendment for that compensation amount to the City of Ukiah for
FY2023.
Discussion:
RECOMMENDED ACTION: a. Approve new Budget line item in the amount of$19,083.25 to reimburse the
City of Ukiah for costs to restate the MSWMA JPA agreement, and for developing and drafting a
plan for restructuring MSWMA. b. Approve new Budget line item in the amount of $48,000 for City of
Ukiah initial compensation under the terms and conditions of the Services Agreement with City of Ukiah to
provide General Manager and Related Aadministrative Sservices to MSWMA, as described in paragraph
4A, for the period March 1, 2023 to June 30, 2023.
Page 68 of 73
1. In the absence of a functioning MSWMA General Manager position, both in 2019 and currently, the City of
Ukiah has developed and presented the Agreement for approval in order to refine MSWMA mission,
considered alternatives for the operation of MSWMA, developed and negotiated for an agreement structure
that would allow for the continued existence of MSWMA and its services and presented that restructuring plan
on this agenda. The City asks for a budget amendment that would allow for a reimbursement for some of the
City's direct out of pocket costs that has been expended to benefit all Members of MSWMA.
2. The Agreement with City of Ukiah to Provide General Manager and Related Administrative Services to
MSWMA calls for the Commission to budget annually for the compensation to the City of Ukiah for services
provided under that agreement. The request budget amount for those services for FY 2023 is $48,000.
2
Page 69 of 73
Agenda Item No.: 7c
MEETING DATE: April 20, 2023
MR00
*l RECYCLE STAFF REPORT
SUBJECT: SUBJECT: Contingent on the prior approval of the Service Agreement between MSWMA
and the City of Ukiah (City), direct the transfer of all MSWMA funds to the City in its role as Treasurer
ATTACHMENTS: None
Summary: Contingent of the Commission's approval of the MSWMA/City of Ukiah (City) Service Agreement
(Agreement), Commission will direct the Chairperson to take the steps necessary to immediately transfer all
MSWMA cash balances on deposit with Savings Bank of Mendocino, and any undeposited amounts, including
the balances in the Checking and Money Market Savings Accounts to the City and then close the accounts.
Background: If, in an earlier action on this agenda, the Commission has approved the Agreement, then as
described in section 2B of that Agreement, the City will assume the role of MSWMA Treasurer. In order to
accomplish that change, all funds of MSWMA must be transferred to the City. The Chair can direct the
Commissioner who currently has signing power over the two Savings Bank accounts to co-operate with the
City to determine the balances on hand in those accounts and to take the steps necessary to transfer those
funds and any undeposited amounts to the City_in its role as Treasurer.
Discussion: The City will hold such current and future MSWMA funds under the terms and conditions
described in section 2B of the Agreement.
Recommended Action:
Direct the Chairperson to take the steps necessary to immediately transfer all MSWMA funds on deposit at
Savings Bank of Mendocino County, and any undeposited amounts, to the City in its role as Treasurer of
MSWMA as described in section 2B of the Agreement, and close those accounts when the transfer has been
accomplished.
RECOMMENDED ACTION:
Direct the Chairperson to take the steps necessary to immediately transfer all MSWMA funds on deposit at
Savings Bank of Mendocino County, and any undeposited amounts, to the City in its role as Treasurer of
MSWMA as described in section 2B of the Agreement, and close those accounts when the transfer has
been accomplished.
Page 70 of 73
Agenda Item No: 7.d.
MEETING DATE/TIME: 4/20/2023
MENDO
R E C Y C L E AGENDA SUMMARY REPORT
SUBJECT:Consideration and Possible Adoption of Resolution Adopting the Style of Action Minutes in
Conjunction with Digital Audio or Digital Audio-Video Recordings to be the Official Recordation Used for the
Mendocino Solid Waste Authority Board of Commissioners.
ATTACHMENTS:
1. Proposed Resolution
Summary:Commissioners will consider adopting a resolution adopting the style of action minutes in
conjunction with digital audio or digital audio-video recordings to be the official recordation used for the
Mendocino Solid Waste Authority Board of Commissioners.
Background: Currently the MSWMA Commissioner meetings are using a summary style of minutes that can
be an inefficient and inaccurate form of recordation, and an ineffective use of staff time. The action style of
minutes is currently being used by both the Mendocino County Board of Supervisors and the Ukiah City
Council. The following are excerpts from the City Clerk's Association of California Guidelines for Preparing
Minutes for Governmental Agencies:
• The City Clerks Association of California issues guidelines as a tool for government agencies to transition
to minute styles that are efficient, succinct, cost-effective for staff to prepare, and more appropriately aligned
with the intent of the Government Code.
• All components of minutes shall be for the primary purpose of memorializing decisions made by the
legislative body. Any minute component that does not serve this primary purpose should be minimized or
eliminated; this includes comments made by individual body members and members of the public.
• Minutes should provide a record of a)when and where a meeting took place, and who was present
(including member absences, late arrivals, departures, adjournment time); b) type of meeting
(Regular/Special/Adjourned Regular); c) what was considered; d) what was decided; and e) agreed upon
follow-up action. Pursuant to Government Code 54953(c)(2), minutes shall report any action taken and the
vote or abstention on that action of each member present for the action.
• Comments made by members such as "for the record" or"for the minutes" have no bearing on the content
of minutes and are given no greater and no lesser consideration than other comments made at the public
meeting. Members seeking to memorialize comments should incorporate such verbiage into the language of
the motion. As an alternative, members may submit written statements to be retained with the agenda item.
• Individuals speaking under public comment. Brief summary minutes shall, at a minimum, list the public
member's name (if provided); and, at a maximum, include the overall topic and stance/position. Such as Mr.
Jones spoke in opposition to the Project X. Being mindful that the minutes are recordings of the legislative
body's proceedings, it is not appropriate to include detail of individual comments. There is an exception for
public testimony provided during public hearings, for which the minutes shall include the speaker's name (if
provided) and a summary position of the speaker (i.e., supported or opposed).
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• The legislative body may wish to choose more, substantive (summary) minutes if there's no archival
audio/video backup recording available of its proceedings. If audio/video recording is available for future
reference, minute notations can be more limited (action).
Action Minutes make it possible to easily review the minute document for what actions were taken and people
who contributed to the discussions. They also circumvent any possible clerk-misinterpretations, and/or
Commissioner objections of what was or wasn't included in the minutes.
Discussion: Staff is recommending that the Commission adopt the resolution (Attachment 1) establishing the
Action Minute style in conjunction with digital audio or digital audio-video recordings for the official recordation
used for the Mendocino Solid Waste Authority Board of Commissioners.
Recommended Action: Adopt the resolution establishing the Action Minute style in conjunction with digital
audio or digital audio-video recordings for the official recordation used for the Mendocino Solid Waste
Authority Board of Commissioners.
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ATTACHMENT 1
RESOLUTION NO. 2023-
RESOLUTION OF THE MENDOCINO SOLID WASTE MANAGEMENT AUTHORITY BOARD OF
COMMISSIONERS (MSWMA COMMISSIONERS) ADOPTING THE STYLE OF ACTION MINUTES IN
CONJUNCTION WITH DIGITAL VIDEO AND/OR AUDIO RECORDINGS TO BE THE OFFICIAL
RECORDATION USED FOR THE MSWMA COMMISSIONERS.
WHEREAS, the MSWMA Commissioners are currently using a summary style of minutes that can be an
inefficient and inaccurate form of recordation, and an ineffective use of staff time; and
WHEREAS, the Mendocino County Board of Supervisors and the Ukiah City Council have been
successfully using Action Minutes and a digital video and/or audio recording for over ten years; and
WHEREAS, Action Minutes have become the preferred standard among many cities across the State;
and
WHEREAS, Action Minutes is a style that is efficient, succinct, cost-effective for staff to prepare, more
appropriately aligned with the intent of the Government Code, and quickly show actions taken, identifies
individuals who participate in the discussions, is a cost-efficient use of staff time, and avoids any possible
clerk-misinterpretations, and/or Commissioner objections of what was or wasn't included in the minutes;
and
WHEREAS, if a Commissioner wishes to include a written statement with the minutes, those written
statements can be included in its action minutes.
NOW, THEREFORE, IT IS HEREBY RESOLVED, that the MSWMA Commission establishes Action
Minutes in conjunction with the video and/or digital audio recordings, which are to be kept as permanent
records, as the official recordation of the meetings of the Mendocino Solid Waste Management Authority
Board of Commissioners.
PASSED AND ADOPTED this 20t" day of April, 2023, by the following roll call vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
Maureen Mulheren, Chair
ATTEST:
Kristine Lawler, CMC
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