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HomeMy WebLinkAboutAGENDA BACKUP 05-17-90 . Central Contra Costa Sanitary District BOARD OF DIRECTORS PAGE 1 OF 2 POSITION PAPER BOARD MEETING OF SUBJECT NO. 3. HEARINGS a. DATE CONDUCT A PUBLIC HEARING TO CONSIDER ESTABLISHING EQUALIZATION CHARGES FOR LOCAL IMPROVEMENT DISTRICT NO. 56 TYPE OF ACTION CONDUCT PUBLIC HEARING AND ESTABLISH CHARGES SUBMITTED BY Jay S. McCoy Construction Division Mana er INITIATING DEPT.lDIV Engineering Department/ Construction Division ISSUE: The Board of Directors must conduct a public hearing to establish equalization charges. BACKGROUND: Local Improvement District (LID) No. 56 included 22 properties which were assigned a total of 29 assessments. One of these properties is being subdivided into two parcels. Each of the two parcels will have direct access to the public sewer main which was installed in conjunction with LID 56. One of the parcels will be assigned the original, full assessment which will be paid yearly through tax collections; the other parcel will be required to pay an equalization charge. The assigning of the original assessment is the subject of a separate position paper on the consent calendar later in this agenda. The equalization charge, after it is collected, will be distributed equally to the assessment district participants to reduce their assessments. The equalization charge will include an interest component equivalent to the average yearly interest paid by each LID participant. The interest charge will be added to the prepaid cash payment established for the LID ($8,100) to determine the equalization charge for any given year. Staff has calculated equalization charges for all 15 years of the assessment district. These charges appear on Attachment 1. Equalization charges will be collected during the term of the assessment district bonds and only at the time of connection of structures to the public main. When the assessment district bonds mature, equalization charges will not be collected for any connection to the LID sewer. Staff proposes adoption of the schedule of charges at this time. section 6.16.020 of the District Code provides for the Board establishing equalization charges after conducting a properly noticed public hearing. The Notice of Public Hearing was published in the Contra Costa Times on May 6, 1990. It is appropriate to conduct a public hearing to establish equalization charges for LID 56. RECOMMENDATION: Establish equalization charges for LID 56 in accordance with the amounts shown in Attachment 1. REVIEWED AND RECOMMENDED FOR BOARD ACTION ATTACHMENT 1 EQUALIZATION CHARGES LID 56 YR.* PREPAID CASH PAYMENT YEARLY * * INTEREST EQUALIZATION CHARGE 0 $8,100 $ 0 $ 8,100.00 1 8,100 453.33 8,553.53 2 8,100 907.06 9,007.06 3 8,100 1,360.59 9,460.59 4 8,100 1,814.12 9,914.12 5 8,100 2,267.65 10,367.65 6 8,100 2,721.18 10,821.18 7 8,100 3,174.71 11,274.71 8 8,100 3,628.24 11,728.24 9 8,100 4,081.77 12,181. 77 10 8,100 4,535.30 12,635.30 11 8,100 4,988.83 13,088.83 12 8,100 5,442.36 13,542.36 13 8,100 5,895.89 13,995.89 14 8,100 6,349.42 14,449.42 15 8,100 6,802.95 14,902.95 * Year 1 begins September 2, 1988. **Based on an average interest rate of 7.8% being paid by the participants in LID 56. . Central Contra Costa Sanitary District BOARD OF DIRECTORS r PAGE 1 OF 51 POSITION PAPER I BOARD MEETING OF May 17, 1990 SUBJECT NO. 3. HEARINGS b. DATE CONDUCT A PUBLIC HEARING TO CONSIDER A REQUEST FOR CONSENT TO THE ASSIGNMENT OF THE ORINDA-MORAGA DISPOSAL SERVICE, INC. FRANCHISE AGREEMENT TO W. DOUGLAS LOMOW ET AL. May 10, 1990 TYPE OF ACTION CONSIDER REQUEST FOR ASSIGNMENT SUBMITTED BY Walter Funasaki Finance Officer INITIATING DEPT /DIV Administrative/Finance and Accounting ISSUE: Orinda-Moraga Disposal Service, Inc. has requested the consent of the District to the assignment of its franchise agreement to W. Douglas Lomow et. al. BACKGROUND: The Board of Directors received notification from George Navone, Vice-President of Orinda-Moraga Disposal Service, Inc., of the intent of the stockholders to sell their ownership interests to W. Douglas Lomow et.al. As required by the franchise agreement, under the terms of Section 21, Assignability of Agreement, the refuse collector has requested the consent of the District to the change in ownership. Information to enable a review of the assignment was requested by the District. The information received is provided as Attachments I and II, and are appended to this position Paper. The information provided on Attachment I is in response to District questions shown on Attachment 1-1. A summary of certain information considered noteworthy follows: The following are paraphrases of the responses recei ved. District staff comments are shown in bold-face type. l.d> William Douglas Lomow (Lomow) and/or his immediate family and/or his family trust will acquire a minimum of 50 percent of the company's issued common stock. Lomow reserves the right to sell up to 50 percent of the company's stock; if such sale of a 50 percent interest occurred, it could mean that Lomow would not be the majority stockholder. INITIATING DEPT.iDIV. @9 ~'f ~.-. .1 .... ~ ...; '\>--/1 \ 1302A-9/85 WNF Pt1 KLA 2.b> Lomow contemplates purchasing all the outstanding stock of the company from the Navone family. The purchase price is considered "private and irrelevant." However, a five year consulting Agreement at a total payment of $90,000 per year for the services of George Navone and Don Navone, and a five year Non-compete Agreement to be executed by the Navone family at a total payment of $50,000 per year are included as REVIEWED AND RECOMMENDED FOR BOARD ACTION ~ .. ~~~r.irIEF ENG. VY} '{hI&- I ROGER J. DOLAN SUBJECT CONDUCT A PUBLIC HEARING TO CONSIDER A REQUEST FOR CONSENT TO THE ASSIGNMENT OF THE ORINDA-MORAGA DISPOSAL SERVICE, INC. FRANCHISE AGREEMENT TO W. DOUGLAS LOMOW ET. AL. POSITION PAPER 2 51 PAGE OF DATMay 10, 1990 operating expenses of the company in the recently submitted rate application. 5.c> George Navone will continue to be employed as General Manager and Don Navone as Operations Manager; the Office Manager and Recycling Supervisor will also be retained in their present positions. Attachment II is a copy of the franchise agreement on which is requested an affirmation as to each section of the agreement having been read and whether it was understood; a comments section is provided for the respondent's use. A summary of certain comments considered noteworthy follows: The following paraphrases comments by Lomow related to certain sections of the franchise agreement. District staff comments are shown in bold-face type. section 20. Billing No changes in billing policy are planned, except implementation of a computerized system. District staff will review the requirements for use of common billing quarters, and provision, on the billing statement, for public hearing notices and notification of new rates with Lomow. section 29. Takeover of Franchise Rights By Other Public Entity Lomow does not agree with the requirement of this provision that despite any actions by another public entity to assume the role of the solid waste franchiser, the District shall retain the right at all times during the term of the agreement to direct the disposition of all garbage collected within the Zone. A letter which acknowledges the comment made by Lomow, but reaffirms the requirement of this section as being inviolable should be prepared. The public hearing to consider the request for consent to the assignment of the franchise agreement was publicly noticed in the Contra Costa Times. 13026-9/85 SUBJECT CONDUCT A PUBLIC HEARING TO CONSIDER A REQUEST FOR CONSENT TO THE ASSIGNMENT OF THE ORINDA-MORAGA DISPOSAL SERVICE, INC. FRANCHISE AGREEMENT TO W. DOUGLAS LOMOW ET AL. POSITION PAPER 3 51 PAGE OF DAT~ay 10, 1990 RECOMMENDATION: Conduct a public hearing to consider the request by Orinda-Moraga Disposal Service, Inc. for consent by the District to the assignment of its refuse collection franchise agreement to W. Douglas Lomow et ale and based on public comment received and resolution of the matter reviewed in the attached letter, determine whether the assignment should be approved. 13026-9/85 ; Attachment I Response 1. Business/Personal Structure: a) William Douglas Lomow (hereinafter "LOMOW") is a private individual and businessman with 16 years experience in the integrated, waste management business. LOMOW has numerous investments, his most important as it relates to Orinda-Moraga Disposal Service, Inc. (hereinafter "OMD") is his 100% ownership of Boise Ada Disposal, Inc. a private Idaho Corporation engaged in the integrated solid waste management business. LOMOW'S social security number is b) LOMOW's address is: Residence: Business: 2785 S. Liberty Road Boise, ID 83709 c) LOMOW'S only and most recent "annual report" would be his 1988 joint personal tax return, which is private and has no bearing whatsoever on the matters presented herein. d) Provided the acquisition contemplated herein closes, the legal and Corporate relationship between LOMOW and OMD, will see LOMOW and/or his immediate family and/or his family trust owning a minimum fifty (50%) percent of all of the Company's issued common voting stock. LOMOW reserves the right to sell, hypothecate, pledge or otherwise deal in, up to fifty (50%) percent of the Company's stock should he deem it to be in the best interests of the Company and/or stockholders. At the same time, LOMOW shall at all times, maintain control of OMD and keep the District current on all changes in Company share ownership, Company Officers, and Company Directors. Further, LOMOW would become Director and Chairman of the Company's Board of Directors and the Company's President. e) There is no legal and/or Corporate relationship planned or existing between OMD and any other business entities or affil- iates of LOMOW. Should such a relationship be contemplated at anytime, LOMOW shall inform the District prior to a legal interlocking relationship coming into existence. f) At the time of consummation of the anticipated transaction, LOMOW will become the controlling stockholder; Company Director and Chairman of the Board of Directors; and Company President. -1- 2. Terms of Sale: a) LOMOW as a private individual and businessman contemplates the purchase of all of the outstanding stock of OMD from the Navone family (Fran, George and Don and also recognizes any and all common law property ownership rights thereto). b) The acquisition transaction as contemplated involves: i) The purchase of all outstanding stock of OMD from the Navone family. The purchase price for their stock is private and irrelevant to the District as it has no bearing upon service or rates. ii) A five (5) year Consulting Agreement between the Company and the Navones, particularly George and Don to retain their personal services which will ensure continuity and consistency of service to customers; relationships with employees, suppliers the District and the Community; recycling and other policy matters. The Company will pay them a total of only Ninety Thousand ($90,000) dollars per year for such necessary support and continuity. iii) A five (5) year Non-compete Agreement will be entered into between the Company and the Navone family preventing them from being in the waste collection and recycling business in Contra Costa County. The Company will pay them a total of Fifty Thousand ($50,000) dollars per year for this Agreement. c) Neither LOMOW nor OMD shall directly or indirectly have any ownership or proprietary interest in Acme Fill Corporation or any of it's affiliated entities. 3. Contra Costa County interests: a) At the present time LOMOW has no Officers, Directors or employees of his own residing within Contra Costa County, California. However, it is anticipated that LOMOW may relocate himself and his family to the County within the next twelve months. b) LOMOW owns no assets at this time nor contemplates owning any assets prior to completion of the acquisition in Contra Costa County, California. c) LOMOW has no local business address or operation in Contra Costa County, California. d) LOMOW has no prior business interests in Contra Costa County or solid waste handling business interests in the greater San Francisco Bay Area. -2- 4. Other residential and commercial franchises: a,b,c) Though LOMOW does not personally own any franchises or contracts, he is the sole stockholder in Boise Ada Disposal, a private Idaho Corporation which operates an exclusive County waste collection franchise in and for Ada County, Idaho. The contact for such franchise is Mr. V. Bisterfeldt, Chairman. The Ada County Commissioners Ada County 650 Main Street Boise, ID 83702 LOMOW has never had a contract or franchise expire, cancel or not renewed, ever, anywhere in the United States. 5. Corporate Organization, Operations, Recycling and Disposal: a) The General Manager and local contact person for the District will be George Navone. b) There will be two people responsible jointly to represent OMD to the District. They shall be: George Navone General Manager Responsibilities: Day to Day Operations Doug Lomow President Responsibilities: Company policy; and material changes in either the contract or level of service. c) All daily operating responsibilities and authority will be left to the present management/operating group, as follows: George Navone Pat La Berra TBA Don Navone Jose Ruvalcaba General Manager Office Manager Customer Service/Community Relations Operations Manager Recycling Supervisor LOMOW'S responsibility and authority shall for: Overall planning; policy; direction; control; finance; industry and community relations; and co-ordination of the Company. Best summed up: "The buck stops here!" There will be no other person with this overall respons- ibility and authority. -3- d) Complaint/inquiry taking, investigation/follow-up and resolution of complaints and inquiries shall be handled exactly as it is now at the same telephone number and address, and with the same experienced personnel. George Navone will continue to have responsibility over same, though a new internal documentation/tracking system will likely be implemented. LOMOW'S personal assurance is to make "no major operating changes" without careful thought and after due consideration. The current, effective complaint/ inquiry system is very straight forward. e) Initial discussions have been held already with all office and operating personnel, and given that there will be no changes in management, daily operating policies, or negative changes to personnel policies and payroll LOMOW has every reason to believe that there will be no negative impact on service or on customers. f) At the present time, LOMOW will ensure that the Company continues to meet customer's service needs as in the past, and is already anticipating customer's needs for greater convenience and service cost containment. As such, we anticipate implementing an optional residential cart service within six (6) months. We have also, in con- junction with the Navones, tried to develop a realistic proforma budget which properly reflects the significant initial short-term expense of curbside recycling which was not properly budgeted for in 1989/90. Further, we are industry leaders already and very much abreast of modern and evolving techniques in management, equipment, finance and systems which will allow us to enhance service, improve productivity and over the long-term, contain service costs. g) Presently LOMOW has no plans for the construction of a transfer station, though we are considering approaching both Acme and Martinez Sanitary to discuss the possibility of re- cycling some OMD trash at their respective facilities. How- ever, there are NO specific plans and there exists NO written agreements between LOMOW, OMD and Acme Fill. -4- h) LOMOW'S plan is to continue to support and pursue the very successful, existing residential curbside recycling program and undertake an operations audit prior to 01/01/91 to ensure maximum productivity of manpower and equipment. LOMOW looks forward to working closely with all commercial customers, the Cities, and CCCSD, to deliver a volume and cost effective commercial waste recycling/reduction program. LOMOW himself has an extensive background in waste stream re- duction and recycling as a consultant, system designer and operator. LOMOW pioneered community newspaper and cardboard collection and recycling programs in the 1970's and early 1980's in Alberta, Canada. In the mid to late eighties, he directed many of BFI's early recycling programs in California, and his Idaho company is the only trash recycler in the State, using their South Boise transfer facility. LOMOW also served very effectively as the waste industry's County-wide recycling consultant in Riverside County, California from January to April 1990. LOMOW'S own style dictates detailed cost/benefit analysis of program/system operations to ascertain the most effective approach over both short and longer term time horizons. i) It is LOMOW'S plan to continue utilizing the existing disposal options of Acme and Richmond at least through March 1, 1991. If and when the acquisition plan contemplated by this application is approved, LOMOW will undertake a detailed study of potential disposal options available to OMD from March 1, 1991 through March 1, 1996. At this time neither LOMOW, nor OMD have any legally enforceable commitments for disposal beyond March 1, 1991. 6. Corporate Relationships - Merger and consolidation: a) No, there are currently no plans to explore the possibility of merger or consolidation of operations between OMD and LOMOW or any affiliate of LOMOW which will provide service presently provided by OMD or any other entity owning five (5%) percent or more of OMD stock, and OMD operations franchised by CCCSD were to occur, LOMOW accepts that the current franchise agreement between CCCSD and OMD under paragraph 21 would re- quire that OMD seek approval from CCCSD prior to such merger or other consolidation of operations between OMD and LOMOW or such other entity owning five (5%) percent of OMD stock. 7. Relationships with Acme and/or other disposal facility: a) There is no legal/ownership relationship between LOMOW, OMD and any solid waste facility in the greater San Francisco Bay Area. b) The likelihood that LOMOW or OMD would ever become an owner or operator of a privately owned disposal site within Contra Costa County which would provide service for Central County is extremely remote. However, should such occur, LOMOW would not commit today to rate regulation by the District or any other public entity. -5- 8. Assets of OMD: a & b) LOMOW plans no changes respecting the continued control and utilization of OMD's current operating assets utilized by the Company in the performance of it's contractual obligations. LOMOW has sought and received best-of-knowledge assurance to his satisfaction from the Navones respecting all liabilities incurred prior to closing. As such, the Navones have indemn- ified both LOMOW and the Company from same and all such actions and litigations against LOMOW and the Company will be defended in this light. This question in both wording and issue raises numerous concerns to LOMOW as follows: i) Is CCCSD aware of any liability which may have been incurred as a result of operations, litigation, legislation or currently unpursued regulatory enforcement, including but not limited to, liability to the Company and or the Navones, liability resulting from actions and/or finding OMD to be a responsible party in hazardous waste enforcement actions or litigations? ii) LOMOW reserves the right to allocate assets at anytime in the best interests of the Company, it's customers, employees and stockholders. 9. Litigation: a) b & c) d) There are not presently, nor have there ever been any criminal lawsuits against LOMOW or his operating Company, Boise Ada Disposal, Inc. There are not presently, nor have there ever been any civil complaints against LOMOW or Boise Ada Disposal, Inc. with the regard to anti-trust violations, environmental regulations, other governmental regulatory actions, franchise contract violations, or performance of service obligations. Not applicable as outlined in "c"), above. No Director, Officer or employee of LOMOW or his Company has ever been convicted of criminal charges respecting the business of providing garbage service. 10. CCCSD Procedures and Relationship: e) a) Yes, LOMOW is aware of the historic 94% to 95% operating ratio. b) Yes, such an operating ratio is marginally acceptable to LOMOW provided a proper operating plan and budget are prepared and approved; and provided the real costs of operating related capital are recognized as real operating expenses. -6- c) LOMOW is not, under the California Corporation Code, requesting a "transfer" of the franchise, but rather approval to transfer the stock of the Company from the Navones to LOMOW. LOMOW acknowledges that the Board's consent would not be an expression of willingness to alter the existing franchise rate determination procedures or to adjust it's low, currently adopted 94% to 95% operating ratio. d) LOMOW is unclear as to what possible "mechanism of assurance" with respect to capital that the CCCSD staff would seek to be put in place at OMD. What are the "current assurances"? This is of additional concern, given that question (10d) itself suggests that "the operating ratio and/or return on equity provided through the District's franchise may be less than other Corporate Enterprises undertaken by LOMOW (or) any of the major stockholders of OMD" e) Yes, LOMOW accepts the legality of the rate determination process and the resultant rates as undertaken and set in February 1990. f) LOMOW accepts that CCCSD's approval of the sale of OMD to him does not entitle the Company to a rate adjustment other than as provided for in the Franchise Agreement. g) Yes, LOMOW will continue to provide separate audited Financial statements for OMD, including a statement of operations if the approval is granted and the acquisition transaction consummated. h) LOMOW contemplates no changes to current accounting systems, procedures and practices followed by OMD should he become the Company's owner. There will be no Corporate overhead allocated to the Company except that overhead directly incurred in the prudent long-term management of a privately held modern integrated waste management firm. ***The acquisition transaction as contemplated, is for the purchase of stock, there will be no accounting for the excess of the purchase price over the net book value. i) LOMOW has no plans to significantly alter the current Financial Statements and Chart of Accounts used in the rate determination process, without prior review with the District. j) LOMOW sees the need for a closer working relationship with the District over the coming years to ensure proper communication between themselves, the cities, and customers. In particular, joint communication and education of customers on the current issues of: rates; landfill/disposal situations; recycling; and household hazardous wastes are important. Such a closer working relationship shall be the shared responsibility of both LOMOW and George Navone. -7- k) LOMOW's principal concern is over the rate determination process, particularly in light of the Company's losses (or minimal profits) over the past four years, which have resulted not from a lack of capable operating management, but rather from slow response in passing through landfill increases to the customer; and serious underestimated costs for curbside recycling. The District's failure to take the real costs of capital into account in the rate deter- mination process, also ignores the realities of business today, particularly as it challenges the small, private company. 1) LOMOW accepts that under the Franchise, the District may only pass through to customers, such expenses incurred by the Franchise as are reasonable in the judgment of the Board. m) LOMOW accepts that the District by its own declaration, is not a public entity which is statutorily created as a rate-making body, and that no specific statutory authority or binding administrative guidelines exist which provide procedures or standards applicable to a sanitary district for the purpose of setting garbage rates. -8- AttacbJllent 1-1 Information on ORINDA-MORAGA DISPOSAL SERVICE, me. 1. Please set forth in detail the business structure of W. DOUGLAS LOMOW, et al. ( hereinafter "LOMOW") including its business relationship with ORINDA-MORAGA DISPOSAL SERVICE, INC. a) Please state LOMOW's status as a legal entity, its affiliates, subsidiaries and/or parent entities, if any, as well as their status for tax purposes. b) Please state the names of the directors and/or offi- cers of LOMOW and their business addresses. c) Please provide the latest annual report for LOMOW and/or for each other entity of which LOMOW is a subsidiary or affiliate. d) Please state the legal and/or corporate relationship between ORINDA-MORAGA DISPOSAL SERVICE, INC. and LOMOW. e) Please state the legal and/or corporate relationship of ORINDA-MORAGA DISPOSAL SERVICE, INC. to other subsidiaries and/or affiliates of LOMOW, to the extent there exists a legal interlocking relation- ship between ORINDA-MORAGA DISPOSAL SERVICE, INC. and said enti ties, which has not been set forth above. f) Please state the anticipated legal and/or corporate relationship between ORINDA-MORAGA DISPOSAL SERVICE, INC. and LOMOW at such time as the purchase by LOMOW of ORINDA-MORAGA DISPOSAL SERVICE, INC. is consummat- ed. 2 . Please set forth the terms of the purchase agreement BETWEEN ORINDA-MORAGA DISPOSAL SERVICE, INC. and LOMOW. a) Please make specific reference to which legal enti- ty(ies) is/are purchasing ORINDA-MORAGA DISPOSAL SERVICE, INC. b) Please specifically indicate how the purchase is to be accomplished, including specific reference to whether the purchase is to be accomplished entirely by exchange of stock, purchase of corporate proper- ty, or other means or combination of means, includ- ing purchase price and payment terms. - 1 - Please state what disposition is to be made of ORINDA-HORAGA DISPOSAL SERVICE, INC.'s ownership, (including ownership by the current shareholders of ORINDA-HORAGA DISPOSAL SERVICE, INC.), if any , in Acme Fill Corporation as well as any of its affiliat- ed entities, if any. 3. Please state each and every contact that LOHOW has with the County of Contra Costa community, including but not limited to the following: c) a) b) List the names and addresses of officers, directors and employees of LOHOW, or its affiliates, which retain residences within Contra Costa County, if any. List each asset of LOHOW, or its affiliates, which is held locally (wi thin Contra Costa County) prior to the completion of the acquisition OF ORINDA-HORAGA DISPOSAL SERVICE, INC. List any local business addresses which are current- ly in existence, _ _ or have been in existence wi thin the last one year, for LOHOW business operations or business agents within Contra Costa County. Please state any and all prior business relation- ships which LOHOW, its officers and/or directors, if any, have had within the Contra Costa business community and solid waste handling business inter- ests held within the greater San Francisco Bay Area. 4. Please provide a list of the residential and commercial solid waste collection franchises held by LOHOW or an affiliate, including the formal name of the regulatory jurisdiction or entity issuing the franchise, the address of such regulatory entity, and the contact person at said entity regarding franchise operations. c) d) a) Please also include a separate list of residential and commercial franchises held by any entity which will own five percent (5%) or more of ORINDA-HORAGA DISPOSAL SERVICE, INC. stock as well as all other LOHOW subsidiaries operating wi thin the greater San Francisco Bay Area other than ORINDA-HORAGA DISPOSAL SERVICE, INC. b) Please provide a list of the franchises held by any entity, which will own five percent (5%) or more of ORINDA-HORAGA DISPOSAL SERVICE, INC. stock and its subsidiaries, if any, for the residential and commer- cial collection of solid waste within the State of California which franchises have been acquired by such entity(ies) within the last five years. c) Additionally, please provide a list of the franchis- - 2 - es held by any entity which will own five percent (5%) or more of ORINDA-MORAGA DISPOSAL SERVICE, INC. stock and its subsidiaries for the commercial and residential collection of solid waste within the western united States which franchises were terminat- ed or not renewed within the last five years. 5. Please provide a statement describing the intended manner of corporate and business operations of ORINDA-MORAGA DISPOSAL SERVICE, INC. locally for the service area cur- rently franchised by CCCSD to ORINDA-MORAGA DISPOSAL SERVICE, INC., including but not limited to: a) List the name of the person who will be the local contact for the District in regard to compliance with the terms of the franchise agreement and relat- ed matters. b) List the name of the person who will have authority to make commitments on behalf of ORINDA-MORAGA DIS- POSAL SERVICE, INC. relating to the level and manner of service _ wi thin the District's zone of opera- tions. If there will be more than one individual who will have authority to make commitments on be- half of ORINDA-MORAGA DISPOSAL SERVICE, INC., please set forth the name of each person and delineate what areas of authority that person shall retain. c) Please state what varieties of authority will be delegated to persons within the local operation available on a daily basis and which areas of author- ity will be controlled by LOMOW and/or any other affiliated entity. d) Please state how local customer complaints will be handled on a daily basis and what mechanisms will be set in place to respond to customer complaints. Please be specific as to what type of complaint service will be provided and who will be responsible. e) If your answer to subparagraph (d) suggests that the present system will remain in place, please address what assurances LOMOW can make with regard to reten- tion of current systems and personnel. f) Please state with specific detail what the inten- tions are of LOMOW with regard to the current level and variety of service within the service area fran- chised by CCCSD. Please make reference to potential changes in service, if any, relating to the specific services provided to the customer including variety of service, variety of equipment, and time of ser- vice, etc. - 3 - g) h) i) Please state if LOMOW presently has any plans with regard to construction of a transfer station or use of any existing transfer station for the processing of the wastestream collected under the District franchise agreement. Specifically set forth the nature of those plans, including the details of any written relationship between LOHOW, ORINDA-MORAGA DISPOSAL SERVICES, INC., and Acme Fill regarding Acme Fill's current and/or anticipated future opera- tion of a landfill and/or transfer station. Does LOHOW have any plans currently which relate to refuse recycling within its franchise area. Please indicate whether or not LOHOW and ORINDA-MORAGA DISPOSAL SERVICE, INC. are willing to continue the current recycling programs, including a requested commercial account recycling program, and make spe- cific reference to any experience which LOMOW or other entities affiliated with LOHOW have with re- gard to refuse recycling. Please state with ...specific-detail what plans LOMOW and/or ORINDA-MORAGA DISPOSAL SERVICE, INC. have for the disposal of the wastestream generated under the District's franchise agreement from the date of the assignment through March 1, 1991. Please also state what plans, if any, LOHOW and/or ORINDA-MORAGA DIS- POSAL SERVICE, INC. have for disposal of the wastestream from that date through the date for termination of the franchise agreement. Additional- ly, state whether LOHOW or ORINDA-MORAGA DISPOSAL SERVICE, INC. has any legally enforceable commitment for disposal of all of the solid waste to be collect- ed pursuant to the subject franchise agreement through the date of March 1, 1996. If so, please state terms of such agreement. 6. Please state the legal and/or corporate relationship or affiliation ORINDA-MORAGA DISPOSAL SERVICE, INC. has with LOHOW or any of its entities, if any. a) Are there currently any plans, tentative or other- wise, to explore the possibility of merger or consol- idation of operations between ORINDA-MORAGA DISPOSAL SERVICE, INC. and LOHOW or any affiliate of LOHOW which will provide service presently provided by ORINDA-HORAGA DISPOSAL SERVICE, INC. b) To the extent any merger, takeover, or consolidation of operations between LOMOW, or any other enti ty owning five percent (5%) or more of ORINDA-MORAGA DISPOSAL SERVICE, INC. stock, and ORINDA-MORAGA DISPOSAL SERVICE, INC. operations franchised by CCCSD were to occur, do you accept that the current franchise agreement between CCCSD and ORINDA-HORAGA - 4 - DISPOSAL SERVICE, INC., under paragraph 21 would require that ORINDA-MORAGA DISPOSAL SERVICE, INC. seek approval from CCCSD prior to such merger or other consolidation of operations between ORINDA-MORAGA DISPOSAL SERVICE, INC., and LOHOW or such other entity owning five percent (5%) of ORINDA-MORAGA DISPOSAL SERVICE, INC. stock. 7. Please explain any legal relationship and/or ownership relationship between ORINDA-MORAGA DISPOSAL SERVICE, INC., LOHOW and Acme Landfill Corp. and/or another solid waste entity in the greater San Francisco Bay Area. To the extent any solid waste facility with the greater San Francisco Bay Area is owned in part or controlled by LOHOW or a LOHOW subsidiary, please state the owner of the interest in the facility and the corporate interrela- tionship between the solid waste facility, ORINDA-MORAGA DISPOSAL SERVICE, INC. and LOMOW or its subsidiary. In answering this question, understand "Acme Landfill" to mean Acme Fill Corporation and affiliates or subsidiaries of Acme Fill Corporation which own or operate the exist- ing Acme Landfill, the Acme interim transfer station and/or the proposed Acme permanent transfer station, including but not limited to "AFT". a) Please explain any legal/ownership relationship between LOHOW, ORINDA-HORAGA DISPOSAL SERVICE, INC. and any solid waste facility in the qreater San Francisco Bay Area. b) If ORINDA-HORAGA DISPOSAL SERVICE, INC. or LOHOW become an owner or operator of a privately owned dis- posal site within Contra Costa County, which si te would provide service for Central County, would ORINDA-HORAGA DISPOSAL SERVICE, INC. and/or LOHOW agree that such future landfill would be subject to rate regulation by the District or another public enti ty in exchange for a guarantee of direction of the domestic wastestream to that landfill? 8. Please describe which assets of ORINDA-MORAGA DISPOSAL SERVICE, INC. are to remain assets of ORINDA-HORAGA DIS- POSAL SERVICE, INC. and/or of any local entity operated by LOMOW, or any of its affiliates or subsidiaries, in order for ORINDA-HORAGA DISPOSAL SERVICE, INC. to perform its obligations under the franchise. a) Please set forth what assets will be available through ORINDA-MORAGA DISPOSAL SERVICE, INC. to satisfy any liability which may have been incurred as a result of litigation or regulatory enforcement, including but not limited to, liability resulting from finding ORINDA-HORAGA DISPOSAL SERVICE, INC. to be a responsible party in hazardous waste enforce- ment actions or litigation. - 5 - Likewise, please set forth what assets will remain in ORINDA-MORAGA DISPOSAL SERVICE, INC. to satisfy any liabilities which have been incurred or may be incurred by ORINDA MORAGA DISPOSAL SERVICE, INC., as a result of litigation or regulatory enforcement, including but not limited to, liability resulting from finding ORINDA-MORAGA DISPOSAL SERVICE, INC. to be a responsible party in hazardous waste enforce- ment actions or litigation. 9. Please identify and outline any and all lawsui ts which are currently pending against LOMOW, and/or its affili- ates or subsidiaries, if any, and outline the nature and status of those proceedings. b) a) Please specifically identify any and all criminal lawsuits currently in existence against LOMOW and/or its affiliates or subsidiaries, if any, or against the officers, directors or employees of LOMOW or its affiliates or subsidiaries, if any, where the allega- tions arise out of the solid waste operations of said companies. -~lease state the name of the case, the jurisdiction, the prosecuting authority, and the current status of each case. b) Please specifically identify any and all civil com- plaints currently pending against LOMOW, and its affiliates or subsidiaries, if any, with regard to anti-trust violations, environmental regulations, other governmental regulatory actions, franchise contract violations, and performance of service obligations, including breach or abandonment of franchise or service contracts. As to each of the civil actions as set forth above, please provide the case name, the jurisdiction of the lawsuit, the nature of the lawsuit and its current status. c) As to the foregoing lawsuits, please set forth the potential damages, penalties and fines associated with the criminal suits and the financially signifi- cant civil cases. Make specific reference to any liability which ORINDA-MORAGA DISPOSAL SERVICE, INC., as a subsidiary, might be held subject to and what safeguards will be in place to prevent under capitalization of local operations from occurring as a result of LOMOW being required to fund uninsured liabilities. d) wi th regard to any anti trust cases brought wi thin the State of California against LOMOW, explain the potential effect on ORINDA-MORAGA DISPOSAL SERVICE, INC. 's local operations under the CCCSD franchise agreement, if Business and Professions Code Sections 16753 and 16754 (regarding exclusion from doing business in the state) are invoked. - 6 - Please list the names of any directors, officers and/or employees of LOMOW, its subsidiaries or affil- iates who have been convicted of criminal charges arising out of, or relating to, the business of providing garbage service (whether or not this con- viction occurred while an officer, director or em- ployee of LOMOW or its subsidiaries or affiliates). 10. Please acknowledge that LOMOW has discussed with the corporate officers of ORINDA-MORAGA DISPOSAL SERVICE, INC. and are aware of the general procedures followed by the Sani tary District in regard to setting of garbage collection rates. e) a) b) Please acknowledge that LOMOW understands that the District has historically set rates with reference to an operating ratio and that the operating ratio generally employed during the past decade has been a 94% to 95% operating ratio. c) Please state whether the current system of rate fixing, including the use of a 94% to 95% operating ratio, is acceptable to LOMOW. Please acknowledge that the District, by consenting to the transfer of the franchise agreement to LOMOW, if such consent occurs, would not be an expression of willingness to al ter, in any way, the existing franchise rate-fixing procedures or to adjust its currently adopted 94% to 95% operating ratio. Please explain what mechanism will be in place to assure that LOMOW will meet the capital needs of ORINDA-MORAGA DISPOSAL SERVICE, INC. local opera- tions, even though the operating ratio and/or return on equity provided through the District's franchise may be less than other corporate enterprises under- taken by LOMOW of any of the maj or shareholders of ORINDA-MORAGA DISPOSAL SERVICE, INC. Does LOMOW accept the legality of the rate-fixing process and the resultant rates as undertaken and fixed in February 1990? Does LOMOW understand and accept that approval of the sale of ORINDA-MORAGA DISPOSAL SERVICE, INC. to LOMOW, if granted, does not entitle ORINDA-MORAGA DISPOSAL SERVICE, INC. to a garbage collection rate increase other than as may be otherwise provided for in the Franchise Agreement? Please state whether separate audited financial statements will be provided for ORINDA-MORAGA DISPOS- AL SERVICE, INC.'s operations, including a statement of operations for operating results wi thin the Dis- d) e) f) g) - 7 - h) trict's jurisdiction, after transfer of ownership to LOMOW. Please describe any changes to current accounting systems, procedures, and practices followed by ORINDA-MORAGA DISPOSAL SERVICE, INC., which would occur after transfer of ownership to LOMOW, includ- ing a description of any corporate overhead or ser- vice charges and the accounting for the excess of the purchase price over the net book value of the assets acquired. i) Please acknowledge that current financial statements and chart of accounts which facilitate the rate-setting process will not be significantly al- tered following transfer of ownership to ORINDA-MORAGA DISPOSAL SERVICE, INC. wi thout prior review with the District. j) Please describe any changes in the relationship with CENTRAL CONTRA COSTA SANITARY DISTRICT which would occur after-trans~er of ownership to LOMOW. Please describe any issues or concerns which LOMOW may have regarding the District's rate-setting proce- dures and requirements. k) 1) Does LOMOW accept that the District may only pass through to the ratepayers such expenses incurred by the franchisee as are reasonable in the judgment of the District Board? m) Does LOMOW accept that the District is not a public entity which is statutorily created as a rate-making body, such as the Public utilities Commission, and that no specific statutory authority or binding administrative guidelines exist which provide proce- dures or standards applicable to a sanitary district for the purpose of setting garbage rates? - 8 - ,- .-' Attachment II AGREEMENT FOR COLLECTION, REMOVAL AND DISPOSAL OF GARBAGE ZONE 1 and 1A (Responses on May 1, 1986 Franchise Agreement Provisions) This Agreement made and entered into this 1st day of March, 1986, by and between the District and the Contractor, WHEREAS the District and Contractor have entered into a Second Amended Agreement for Collection, Removal and Disposal of Garbage dated the 1st day of July, 1976, (hereinafter referred to as "said Agreement") granting to Contractor the exclusive privilege to collect, remove and dispose of garbage in the Zone until November 30, 1986; and WHEREAS, said Agreement provides that it may be extended on November 30, 1986 at the option of the Contractor, unless at least two years prior to the termination of said Agreement the District has notified the Contractor in writing that it does not desire said Agreement to be extended for an addition- al period; and WHEREAS, the Contractor exercised its option to extend said Agreement; and WHEREAS, the District has notified the Contractor that it does not desire said Agreement to be extended under the same terms and conditions. NOW, THEREFORE, in consideration of the covenants and agreements of the parties hereto and the payment of certain fees as hereinafter set forth, it is mutually covenanted and agreed as follows: 1. DEFINITIONS: As used herein, the following terms shall have the mean- ings set forth below: (a) "Agreement": This Agreement for the collec- tion, removal, recycling and disposal of garbage by and be- tween the District and the Contractor entered into as of the date first written above. (b) vice, Inc. "Contractor": orinda-Moraga Disposal Ser- (c) "Customers": Those who have contracted with the Contractor for the collection, removal, recycling or disposal of garbage as provided herein, or who may be re- quired to accept and pay for said service by local ordinance. - 1 - (d) "District:" The Central Contra costa Sanitary District, a public corporation. (e) "Garbage": (1) animal, fruit and vegetable refuse; (2) offal; (3) leaves and cuttings, trimmings from trees, shrubs and grass: (4) inorganic refuse and rubbish; (5) anything thrown away as worthless; pro- vided, however, that garbage shall not be defined as or in- clude Hazardous Waste, Septage or Industrial Waste. (f) "Hazardous Waste": A waste, or combination of wastes, which because of its quantity concentration, or physi- cal, chemical, or in~ectious characteristics may either: (1) cause, or significantly contribute to an increase in mortality or an increase in serious irreversible, or incapacitating reversible, illness; or (2) pose a substantial present or potential hazard to human health or environment when improperly treat- ed, stored, transported, or disposed of, or otherwise managed. This definition will include, but not be limited to, hazardous waste as defined by the State of California and its agencies, or the United States or its agencies. (g) "Industrial Waste": Non-sewered liquid waste and solid waste produced as by-products of industrial process- es, or other refuse produced or accumulated as a result of industrial processes, including waste produced by the Dis- trict and other public entities as a result of treatment or other processes undertaken in providing public utility servic- es. (h) "septage": Non-sewered liquid or semi-liquid waste which may be trucked to the District or other treatment facility for disposal, ta include, but not limited to, waste from residential septic tanks, commercial grease cleanouts, and industrial waste holding facilities. (i) "Wastestream": this Agreement. (j) "Zone": The geographic area generally de- scribed in Exhibit A to this Agreement, which exhibit is The garbage collected under - 2 - attached hereto and incorporated herein by reference, and more particularly as set forth in the six hundred (600) scale maps maintained and available for inspection at the office of the Secretary of the District, excepting therefrom any geo- graphic area which is within the boundaries of another juris- diction, including any military base, which is exercising its authority to regulate garbage collection. Said six hundred (600) scale maps shall reflect changes of boundaries of the Zone in such a manner as to identify each alteration to the Zone and the effective date thereof. fYtC- Read: yes 'l.,..~ } no { } Understood: yes LJ~e; no { } Co_ents: tJ{)'N~ 2. EXCLUSIVE PRIVILEGE: The District, by this Agreement, grants to the Contractor for the term as set forth in paragraph 34 of this Agreement, unless terminated in accordance with this Agreement, the exclusive privilege and duty to collect, remove and dispose of all garbage as said term is defined in this Agreement within the Zone. This exclusive privilege to collect, re- move, and dispose of garbage is only qualified as set forth in this Agreement. The Zone may be expanded or reduced in size (a) by mutual agreement of the parties; or (b) as provided in paragraphs 28 and 29 of this Agreement. Read: yes {~\)[,} no { } Understood: yes ~~~ no { } Co_ents: \J t.>1'l~ . 3. INTENT TO REGULATE ALL GARBAGE COLLECTION, REMOVAL OR DISPOSAL: The parties hereto agree that the District currently has jurisdiction to regulate the collection, removal and disposal of all garbage in the Zone. The parties further agree that by the terms of this Agreement the District has exercised it jurisdiction and is regulating the collection, removal and disposal of all garbage in the Zone. This Agreement does not - 3 - requ1ate the collection, removal and disposal of industrial waste, hazardous waste or septage. Whether a particular garbage collection activity is regu- lated by this Agreement or not, is within the sole determina- tion of the District. If there is any question as to whether the garbage collection activity is regulated or unregulated, it shall be the responsibility of the Contractor to inquire of the District and thereafter provide such information as the District may require to enable the District to provide Contractor with a formal written opinion as to whether the garbage collection activity is regulated or unrequ1ated. yes ~..59e, yes ~~ no { Read: no { } } Understood: Co_ents: NON'=-- . 4. EXCEPTIONS TO EXCLUSIVE PRIVILEGE: The exclusive privilege granted by this Agreement shall not apply if: (a) The person or entity generating garbage person- ally collects, removes and disposes of such in a clean and sanitary manner in conformance with all applicable laws and requ1ations, or (b) The person or entity generating inorganic refuse or rubbish contacts the Contractor to arrange for the collection, removal and disposal of such and the Contractor declines to do so or is unable to do so in a timely manner, or c) The person generating the garbage contracts with another to remove and dispose of (i) inorganic refuse or rubbish, or (ii) leaves, cuttings, trimmings from trees, shrubs or grass by truck or other vehicular means, when such removal is incidental to other contract work being performed. Nothing in this paragraph shall be construed to eliminate or qualify the exclusive privilege of the Contractor to pro- vide drop boxes and/or bulk collection containers for collec- tion of garbage within the Zone. Read: yes ~'\)y f-:)~Y. no { { } } Understood: yes no Comments: ~~f-. - 4 - 5. RIGHT TO SELL VALUABLE COMMODITY: This Agreement is not intended to and does not affect or limit the right of any person to sell any valuable commodity to the contractor or to any other person lawfully doing busi- ness within the Zone at prices agreed upon by the parties to such transaction, provided that the valuable commodity is separated at the source by the generator and that the person purchasing the valuable commodity does not collect and dis- pose of other garbage. Read: yes ~~} no { } Understood: yes ~~~. no { } Comments: ~cN<C- . 6. RATES: Contractor shall perform the responsibilities and duties herein agreed in the Zone in accordance with and in considera- tion of the reasonable rates fixed by the District from time to time. The statement that the actions in paragraphs 12, 24, 25, and 27 may be directed "at no cost to the District" shall not be construed to mean that the Contractor is prohib- ited, subject to the District's approval, from passing on its costs of taking those actions to the customers. It is the intent of the parties that the rates fixed shall be in confor- mity with applicable law. Read: yes {~~~ ~}e }. no { no { } } Understood: yes Does LOHOW understand that the District takes the position that it .ay disallow from the rate fixing process any costs due the collector which are unreasonable, including charges from an affiliated entity to the extent such charges are, in the discretion of the District, deemed tObe~easonable? yes ~~~. no { } Does LOHOW further understand the District is not a public entity which is statutorily created as a rate-.aking body, such as the Public utilities commission, and that no specific statutory authority or binding admin- istrative guidelines exist which provide procedures or standards applicable to a sani- - 5 - tary district for the purpose of setting garbage rates. yes {~~ . no { } Comments: N o.,-.l~ . 7. DUTY OF CONTRACTOR TO MAINTAIN RECORDS -- RIGHT OF DISTRICT TO EXAMINE CONTRACTOR'S RECORDS: I ~ ~'-l i contractor shall maintain a proper set of records in accordance with generally accepted principles, accurately reflecting the business under this Agreement. Contractor shall further maintain records as to its total number of customers, said - records to detail the types of customers and such other operating statistics in such manner and with such detail as the District may require. books and accounting done by it - i The Contractor shall, by March 31 of each year submit to the District an audited financial statement for the most recent reporting year and shall further furnish to the Dis- trict a report of its total number of Customers within the Zone by types of CUstomers and such other operating statis- tics in such manner and with such detail as the District may request. The District may, at its own expense, at any time during the term of this Agreement, examine the books and records of the Contractor, examined by a person appointed for that pur- pose by the District. District shall give thirty (30) days written notice to the Contractor in advance of such examina- tion date. I j;f: ~~.. ~1 \ The information required by this paragraph shall pertain to the Contractor's operations in the Zone. Nothing con- tained herein shall require the Contractor to provide the District with information pertaining to the Contractor's operations which are not regulated by the District: provided that the District's agent may examine the Contractor's books, records and financial statements pertaining to operations not regulated by the District for the sole purpose of gathering information necessary to allow the agent to ascertain as to whether income, expenses, assets and liabilities are reason- ably and consistently allocated among operations regulated by the District and operations not regulated by the District. As used in this paragraph "District Agent" shall mean an independent Certified Public Accountant, as agreed upon by the parties, or, failing agreement, appointed by the Presid- - 6 - ing Judge of the Contra Costa County superior Court. Notwith- standing this requirement to use an independent CPA as the "District Agent," the District may use District employees, or any other person designated by the District, to examine records of the Contractor otherwise available to other public entities. Information gained from such examination of records pertaining to operations not regulated by the Dis- trict shall be treated by the District and its agents as confidential information. However, nothing in this paragraph will prevent the District allowing public access to District records as provided for under the California Government Code, and in the event any dispute arises as to the public access to information provided by the Contractor under the terms of this Agreement, the District shall in its discretion provide public access to said information according to law or tender the defense of any claims made against the District concern- ing said information to the Contractor. Read: yes ~,e.} no { } Understood: yes ~€l no { } Co_ents: Ncl\i~ . 8. APPLICATIONS BY CONTRACTOR FOR RATE INCREASE: Any and all requests for rate increases, excepting those provided for under paragraphs 12, 24, 25, and 27 of this Agreement, may be made no more frequently than on an annual basis. Any such request for rate increase by the Contractor, excepting those provided for in paragraphs 12, 24, 25, and 27 of this Agreement, shall be submitted together with the audit- ed financial statement required under paragraph 7 of this Agreement by March 31 of that year. Approval of the rate increase, or other action by the Board on the application, shall occur only after the District has had sufficient time to review the application and financial statement, and in no event will a rate increase take effect before July 1 of the year in question. Rate increase' applications submitted by Contractor will be prepared using such formats, including such operating statistics as the District may prescribe from time to time. Any rate increase application will be accompanied by audited financial statements for the most recent reporting year pre- ceding the requested effective date of rate increase. In the event the Contractor is required to make changes in its operation pursuant to the condi tions set forth in paragraphs 12, 24, 25, and 27 of this Agreement, the Contrac- tor may petition the Board using the format mentioned herein, - 7 - at any time during the calendar year. The District staff shall calendar the petition for rate increase within seventy- five (75) days of receipt of an extraordinary petition pre- sented pursuant to paragraphs 12, 24, 25, and 27 of this Agreement. Understood: yes ~~~ yes {~~ no { no { } } Read: Has LOHOW reviewed the rate increase applica- tion format required by the District? yes {...J~e}. no { } Is LOHOW willing to submit a rate increase request using such format including any such variations to the format as ~y be prescribed by the District? ~ i ~ yes {\...;l))6 no { } Co_ents: rJo"'~' 9. OPERATION BY CONTRACTOR: ~.~ Contractor shall furnish all necessary equipment for the operation of refuse collection service in the Zone and shall maintain such equipment in a sanitary condition at all times. Contractor shall furnish all necessary labor in con- nection with the operation of a refuse collection service in the Zone. The Contractor, in performance hereof, shall use covered (by tarpaulin or otherwise) water-tight bodied motor trucks with truck bodies constructed of sufficient strength to with- stand a fire within, without endangering adjacent property. The trucks, drop boxes, bins, or similar types of equipment shall be kept neat and clean and in good repair. The Contrac- tor shall paint its name, permit number and telephone number on the side of each truck (in letters at least four (4) inch- es high) and each drop box, bin or similar type equipment owned or leased by the Contractor. Read: yes ~\)~ ~~. no { Understood: yes no { } } Comments: \>'u~ } -"'^.J ..~ ~.... (:)t"\.~ c:~U's ,....j ~ 6,,~es J.,. ~ ~~ c.........~-- k ..rl..... ,c\e.....~h~~ ~~~ .Jov.lc.-. L:......o../ W"l\l \,,<~ ....ll.. ~~f"\~ 4:r ~ .J.o-Ie--- ~b.4Jori..t. vJ;~ \'::.-O~j;"P ~ G.\c,~~] ~ ~t.JIU: ~..&,~---.) \...owe..vu- \IV...... ....~f'Q.- .....~Q~ ~__ c.c.c.!; b ",..'oJ J ~ ~v,-~ s... tJj.. \:J ~~) ~Iq_ \.::. ~ V\.<llooJ 0... ~c.....c.t ,,{- ~s ~~~~___ ~ ,e _~__ 10. COMPLIANCE WITH FEDERAL, STATE AND LOCAL ORDINANCES: The contractor shall comply with all applicable ordinanc- es and rules and regulations that are now in effect or may be promulgated or amended from time to time by the Government of the united States, the State of California, the County of Contra Costa, the District and any other agency now author- ized or which may be authorized in the future to regulate the services to be performed herein regarding the collection, removal and disposal of garbage. Read: yes ~~?~. ~~~ no { Understood: yes no { } } Co_ents: WL ~"L c....:""..c.-U'... <NU c~ &Lc.~av-. I..:J ~ ck ~L- \..,.:.cL:q.~ ~~l>~e.J.. .J.,.we- ~ ~ lc.- : \ \ _ (t~..~..J\ve.- ~" ~v<e.. 1..) _ c....r...j <1-01"- L vY\....~~~c:Ut.- ~,~c...:.JL b....rJ"-" v.>l...ic...l a""'~.J . o-A- \ ~* 1.V' ~ <h.~ ......,.,,,~~) l.:.oL- "",~J ~.. ~... "...:.A-e- ~~. 11. LIMITATION ON TIME OF COLLECTION: ~~.~ The Contractor shall make a systematic collection of garbage from each place where collection is made in a manner that the person receiving the service can predict the day on which collection will be made. Contractor shall not collect garbage from an inhabited dwelling or dwelling unit between the hours of 7 p.m. and 4. a.m. ~ ~ r, Read: yes ~~~ no { } Understood: yes ~)>'1 no { } Co_ents: No~ I !.o'; v ;". I I - tj - 9 - 12. DISTRICT MAY REQUIRE EFFICIENCIES IN OPERATION The District may from time to time at its discretion and at its expense, examine the Contractor I s operation in order to insure that the contractor is operating at a satisfactory level of efficiency. The contractor agrees to cooperate in any such examina- tion and shall provide for inspection to the District or its designated representatives, at the contractor's principal place of business, such information as the District may re- quire, including but not limited to, such things as collec- tion routes and equipment records. In addition, the District may require the contractor to evaluate alternative methods of garbage collection for the purpose of improved efficiencies and to develop and submit a plan to implement the efficiencies within one hundred and eighty (180) days of notice to the Contractor. The District can require the contractor to implement the efficiencies within one (1) year of approval of the contractor I s plan, unless the contractor cali Clemonstrate that one (1) year is unreasonable. Should the District commence such a program as outlined in this paragraph, contractor agrees to not only do those things specified herein, but also to act at the direc- tion of the District on other matters that may be necessary for the success and efficiency of such a project(s). \.,~ yes ~y } . ~~}' yes ~ no { Read: no { } Understood: } ccmments: N i)J~. 13 . SALVAGE: District shall be entitled to the right of salvage at the expense of the District from the garbage collected pursuant to this Agreement, but at its sole discretion may delegate this right to, or waive the same in favor of, the contrac- tor. District has temporarily waived its right of salvage and has delegated such to contractor; and such waiver and delegation shall continue until notice in writing by the District to the contrary is given. In the event the District independentlY wishes to exercise its right to salvage, the District shall give in writing to the Contractor notice of its intent and said right shall commence and accrue to the District ninety (90) days from the date of said notice. The salvage rights set forth in this paragraph specifically are intended to refer to salvage operations once the garbage is - 10 - in the waste stream. This paragraph should not be read to be in conflict with the rights to recycle set forth in paragraph 24. Read: yes tb ~} ~~. no { Understood: yes no { } } Co_ents: NOl4(. . 14. FAITHFUL PERFORMANCE BOND: The Contractor shall submit to the District simultaneous- ly with the execution of this Agreement a corporate surety bond in the amount of $50,000.00. The bond shall be executed by a surety company licensed to do business in the state of California and acceptable -to the District. The bond shall be approved by the District and shall be payable to the Dis- trict. The condition of the bond shall be that the Contrac- tor will faithfully perform the duties imposed by ordinance, this Agreement and the rules and regulations of the Dis- trict. Any action by the District to proceed against the Bond shall not limit or affect the right of the District to use other remedies available to the District under the Agree- ment, or in courts of law or equity. Notwi thstanding the foregoing, in lieu of the corporate surety bond, Contractor may provide to District a letter of credit or cash bond in a form satisfactory to the District. Read: yes LJ~-~- u~f1' no { } } Understood: Comments: &V01'l~ . yes no { 15. INSURANCE: The Contractor shall maintain and continue in force dur- ing the term of this Agrement, public liability insurance, property damage insurance and worker's compensation insurance in amounts as shall be annually set by the General Manager-Chief Engineer after discussion with the Contractor. The Contractor has the right within ten (10) days' notice of the insurance coverage amounts, to appeal the decision of the General Manager-Chief Engineer, to the Board of Directors. - 11 - Such insurance shall be obtained from a company or compa- nies licensed to do business in the state of California and acceptable to the District. District shall be named as an additional insured on the public liability and property dam- aged pol icies and each pol icy, including worker's compensa- tion, shall contain a clause providing that the insurer will not cancel or decrease the insurance coverage without first giving thirty (30) days' notice in writing to the District. A certificate of insurance shall be provided to the District any time the Contractor alters a policy or changes carri- ers. A copy of the certificate for each policy, or at the District's request, a copy of each policy shall be provided to the District by March 31 of each year. Failure of the contractor to maintain insurance in the manner and amount stated herein and as directed by the General Manager-Chief Engineer, subject to the approval of the Board, will consti- tute a breach of this Agreement. Read: yes i,- ~~ } ~~~. no { { no } } Understood: yes - Is it understood that this paragraph does not envision self-insurance as an alternative to commercial insurance coverage? yes lN~~' no { } To the extent this ~y have applicability to WMOW or ORINDA-MORAGA DISPOSAL SERVICE, INC. operations, please comment. co_ents: Nc~ ~.pfUd~~"'~~'1 J L"'.....~if L:.....w ......:U .1tk~ S'C.JC.. ~ ~"'-<.r<<.c~\.(... ~ ~ls. ~u~ CcJe.r<-'":jfe.) ~.&:- \""c- ~e..~ ~ o""",,e..r . 16. LEGAL LIABILITY: All work and performance covered by this Agreement shall be at the risk of the Contractor. Contractor agrees to save, indemnify and keep harmless the District, its officers, employees, agents and assigns against any and all liability, claims, judgments, or demands, including demands arising from injuries or deaths of persons and damage to property, arising directly or indirectly out of the obligations here undertaken or out of the operations conducted by the Contractor, save and except claims or litiga- tion arising through the sole negligence or willful miscon- duct of the District, and will make good to and reimburse District for any expenditures, including reasonable attor- neys' fees, that the District may make by reason of such - 12 - matters and, if requested by District shall defend any suit at the sole cost and expense of contractor. Upon request by the District, the contractor shall appear for and defend the District in any action which challenges the validity of this Agreement or the procedure by which this Agreement was entered into, or the validity of any District ordinance which authorizes District to enter into this Agree- ment. Defense of the District shall be provided by counsel satisfactory to the District. All costs of litigation includ- ing attorneys' fees, and, to the extent permitted by law, any money judgment entered against District, its Board members, officers or employees or agents, shall have the sole and final authority to determine whether such costs and/or judg- ment be chargeable as an operating expense or chargeable against contractor's profits. Should any party successfully challenge the validity of this Agreement or the procedure by which this Agreement was entered into or the validity of any District ordinance which authorizes the District to enter into this Agreement, then in such case the Contractor -shall have no cause of action for damages or any other relief against the District as a result of such successful challenge. Understood: yes ~"D Y' no { yes ~~(. no { } } Read: Does LOMOW, through its purchase agreement with ORINDA-MORAGA DISPOSAL SERVICE, mc. , intend to accept any or all potential liabili- ties of ORINDA-MORAGA DISPOSAL SERVICE, mc., covered by this paragraph from the date of the purchase? ,~ ' yes {~} no { } Please co..ent as to the respective duties of LOMOW and ORINDA-MORAGA DISPOSAL SERVICE, mc. for a claim which arises from an inci- dent occurring prior to the consummation of the sale, however, such claim gives rise to litigation commenced or continuing after the consummation of the sale. comments: r.c.- k ~ ~.. f'"~.u-~ cL:H..t,~~~J~c- se..QJUJ cJ ~<'<<<>~.! \,~ \'-0..."'; r "" ..\.- ~~ s.1< J \...~, \l.- ~~ ..a.<- ~~. .J,.\<:f"'-. T~ ~ ~,J.,J. <>'"C+- ,~~ \,\Y.~ """~ .iA..oc... ~.J.iU'~J <tk...... ".t' sl...c..u... l::.CL ~;a.. ~~ Stcckh.JJI'lr oS c~"'"'~?i~~~\.':'~ . ,."..S) -e . ATTORNEYS'S: - ~ 17. - 13 - . In the event of litigation between the parties ari hereunder, the prevailing party shall recover its reasona costs of litigation, including attorneys' fees and costs determined by the Court. Read: yes ~ ~~} f!.- {'..tJy } no { { no } } Understood: Comments: 'No~' yes 18. MISCELLANEOUS OBLIGATIONS OF CONTRACTOR: The contractor shall maintain an office with adequate telephone service within the District, and shall keep the office open during usual business hours for the transaction of business with its CUstomers and the public. No less than once every-twenty-four (24) months, and each time the Contractor requests a rate increase, the Contractor shall notify each CUstomer with printed information setting forth the rates, days of collections, Contractor's complaint procedures, and the amount and manner of refuse to be collect- ed. The Contractor shall consul t wi th the General Manager-Chief Engineer, or his designee, to determine the appropriate manner of notifying each customer. The Contractor shall provide three additional all-purpose pickups per year not to exceed two cubic yards per residen- tial unit in the residential areas of the Zone. The dates for said additional pickups may be set by the Contractor, however it is the intent of this Agreement that they shall be as evenly spaced throughout the year as is practicable and that the Contractor will provide notice to the CUstomers of said pickup dates. Read: yes ~~~. no { } Understood: yes ~\;>~}. no { } Comments: ~~. 19. FEE FOR EXCLUSIVE PRIVILEGE: The Contractor shall pay to the District for the privi- lege granted by this Agreement an annual fee fixed by the - 14 - District which is reasonably calculated to reimburse the District for its direct costs in administering this Agree- ment, including, but not limited to, outside professional fees incurred by the District, plus a reasonable allowance for overhead of the District as said overhead relates to garbage franchising: which sums shall be fixed by the Dis- trict and paid annually in advance by the contractors, in proportion to the number of customers served by each fran- chised contractor. Amounts due each year shall be paid in advance within thirty (30) days after July 1 of each fiscal year following the effective date of this Agreement or within thirty (30) days after the District gives notice of the amount of the annual fee, whichever comes later. The fee for the fiscal year beginning July 1, 1985, is hereby fixed at $7,316, and has been paid. The last paYment pursuant to this paragraph shall be prorated from the begin- ning of the fiscal year in which this Agreement ends to the date this Agreement ends. Read: yes {~~S no { } Understood: yes ~~t1 no { } Co_ents: Nor1t-. 20. BILLING: The Contractor may bill its customers in advance or in arrears. Bills in advance shall be due and payable thirty (30) days after the beginning of the billing period. The billing periods for advance billing shall be at least quarter- ly unless the District approves a less frequent billing. Contractor agrees not to discontinue service to a customer until a customer's account billed in advance has been delin- quent for a period of at least sixty (60) days, and notice of the termination is provided to the CUstomer thirty (30) days prior to the termination. Where the Contractor bills in arrears, the bill shall be due and payable upon presentation and the Contractor agrees not to terminate service until the Customer's account billed in arrears has been delinquent for thirty (30) days. Full paYment for debris boxes may be required by Contractor prior to delivery of debris box to customer. Read: yes (~~4' no { the } - 15 - Understood: yes {~.. no { } To the extend ORIMDA-MORAGA DISPOSAL SER- VICE, INC. intends to alter its current bill- ing practices, please indicate the nature of the anticipated changes. Co_ents: No CHAN6-~ \~ '~II.,..I,..I,J(, POl.\'-"1 uJHA'.'s',,€.vrin... ~ "'-"N~~, ~xc..~'n..(.E:. l""f\...-(.....~I\-T'..:;-.J (.)~ A- Gi.>H e,,-.u,-z..€j:> s;.~ s.('tM vJ\'\\c:..+\ .....\l.A- <; ,,,'" \ F.c.. 4.,rn...y I Mpe",ltoE'.. '. "I' ~€.(..y ,-,>,-.~.e (... T~ ~ ,.., ~ "I'" f'\(>/'Ii ~~.i 0 F~l~ Mp....J(>ouJE,.{l. V'TI Ll "'i!:"~\1 u...J j C:J. ~ANl\.~-e..t'l€.J'\ 'iN~.wa~:::;:Z .. // ,/ / ...",,// ./ ./ ,/~" / / ,/ / ,/ /,/ ,// " ../ ..../// // ./ // / / ;,/' / / ,/ f .,/ / " ,./' - 16 - 21. ASSIGNABILITY OF AGREEMENT: The contractor shall not sell, assign, or transfer this Agreement or any part hereof, including probate proceedings, without the written consent of the District. Neither this Agreement nor any part hereof, nor any obli- gation or service to be performed hereunder shall be assigned or subcontracted without written consent of District. The term assignment shall include any dissolution, merger, consol- idation or other reorganization of the sale or other transfer by probate proceeding or otherwise of a controlling percent- age of the contractor's capital stock to a person not a share- holder on the date of the execution of this Agreement. In the event the contractor herein attempts to assign or subcon- tract this Agreement or any part hereof or any obligation hereunder, the District shall have the right to elect to terminate forthwith, without suit or other proceeding. The District may, following a properly noticed public hearing, assign or transfer this Agreement, or any part here- of, without the consent' of the Contractor to any legally authorized public entity, including, but not limited to, the County of Contra Costa or any joint powers authority created pursuant to Chapter 5, Division 7, Title I of the California Government Code. Read: yes ~~~. {~~./. Understood: yes no { no { } } Does LOHOW understand that there is current- ly under consideration the creation of a joint power authority within Central Contra Costa county to deal with solid waste ~age- ment and such j oint power authori ty ~y be as- signed the rights and obligations of the District provided for in this franchise agree- ment? yes ~~' no { } Does ORINDA-HORAGA DISPOSAL SERVICE, INC. and LOHOW understand this paragraph to re- quire approval by the District prior to sales, assignment or transfer of this agree- ment or the obligations hereunder to a differ- ent entity or subsidiary of LOHOW? yes~ no{ COlIl1Ilents : ~ o\oJ~ ' - 17 - } 22. INVOLUNTARY ASSIGNMENT: No interest of contractor in this Agreement shall be assignable by operation of law. Each or any of the following acts should be considered an involuntary assignment providing the Oistrict with the right to elect to terminate the Agree- ment forthwith, without suit or other proceeding: (1) I f the contractor is or becomes bankrupt or insol- vent, makes an assignment for the benefit of creditors or institutes a proceeding under the Bankruptcy Act in which the contractor is the bankrupt, (2) If writ of Attachment of Execution is levied on this Agreement, (3 ) If in any proceeding to which the contractor is a party a Receiver is appointed with authority to take posses- sion of the contractor's property, (4) In the event of a probate proceeding where the rights of the contractor -under the Agreement would pass to another individual or other individuals. yes ~t2r. no { yes ~~. no { } Read: } understood: co_ents: f\\o-Nt--. 23. NOTICE PROVISIONS: AnY notice required or permi tted under this Agreement shall be in writing and shall be deemed to have been given if delivered personally or ten (10) days after posted by certi- fied mail, return receipt requested, addressed as appropri- ate, either to the contractor at: Post Office BoX 659, Orinda, California, 94563, or to the District at 5019 Imhoff Place, Martinez, California 94553, Attention: General Manager-Chief Engineer. Read: yes ~~. ~~}. no { Understood: yes no { } } To the extent the address for received no- tice by ORINDA-HORAGA OISpOSAL SERVICE, INC. is other than set forth herein, please com- ment. co_ents: P\ ~) J- >> ..."c-l ~u.-i S"L~\J.. '=."- ~a-- s~ ~ Lo,,^ovl aA-" (' . 0 .\?o)( COt:> (.,3' _ 18 _ '\5.0\1OC., ~\'). '61101. '-.) \)--e. . 24. RECYCLING: District is currently studying refuse recycling as a means to conserve resources, energy, money and to further enhance the environment. The parties hereto recognize that refuse recycling, use of waste or garbage products and im- provements in garbage collecting efficiencies are changing and developing technologies. Notwithstanding anything in this Agreement to the contrary, at any time during the term of this Agreement the District may require the Contractor to prepare and submit a plan to provide refuse recycling in the Zone. The Contractor shall provide such a recycling plan within 180 days of receiving the written notice requiring preparation of a recovery plan. The District shall review and comment upon the proposed recycling plan within sixty (60) days. The Contractor shall have thirty (30) days from receipt of District's comments to modify the Contractor's proposed plan in order to make said proposed plan acceptable to the District. If the plan is approved by the District Board of Directors, the Contractor shall implement the plan within ninety (90) days unless that is impracticable under the circumstances. ~mplementation of a refuse recycling plan will be at no cost to the District. , l. I ~ ~ The District may require, as an element of a program to recycle refuse among other things, that the Contractor under- take curbside or home pickup of recyclable material and segre- gate the garbage into elements suitable for recycling and elements not so sui ted. The District may further require that the Contractor deliver the segregated recyclable refuse to locations or sites selected by the District. Contractor agrees to not only do those things specified herein, but also to act at the direction of the District on other matters that may be necessary for the success and effi- ciency of a recycling project. The District shall give rea- sonable advance notice to Contractor of changes in the Con- tractor's operations which may, in the District's discretion, become necessary due to the implementation of a recycling program. :"'\ ~~ i I ~ . In the event the Contractor fails to submit or implement a plan in a timely manner as set forth in this section of the Agreement, or fails to reasonably act at the direction of District on matters relating to recycling, any and all such failures will be treated as a breach of this Agreement and the District shall have the right to elect to terminate forth- with, without suit or other proceeding. Read: yes ~~j no { } Understood: yes ~J> €} . no { } Comments: No ~t . - 19 - 25. WASTE TO ENERGY PROGRAM: The District may evaluate the feasibility of a waste to enerqy proj ect as a means to conserve resources, enerqy and further enhance the environment. The parties hereto recog- nize the technologies in regard to production of enerqy from waste refuse are changing and developing. The District may, at any time during the term of this Agreement, undertake a waste to enerqy project singularly or in conjunction with another entity. In the event the District undertakes such a waste to enerqy project, or determines that the waste stream under this Agreement should be di verted to another enti ty , s waste to enerqy facility, the District shall give thirty-six (36) months' notice to the Contractor of its intent to com- mence or participate in such a program. At the expiration of the thirty-six (36) months, the Contractor shall implement the changes in the Contractor's operations which may become necessary due to the waste to energy project. The District may require, as an element of the waste to enerqy project, that the Contractor deliver the garbage col- lected under this Agreement~ or portion thereof, as directed by the District, to locations or sites selected by the Dis- trict for waste to enerqy production. The Contractor agrees also to act at the direction of the District on other matters that may be necessary for the success and efficiency of a waste to enerqy project. In this regard, the District shall give reasonable advance notice to the Contractor of changes in the Contractor's operations which may, in the District's discretion, become necessary due to the implementation of the waste to enerqy project. The Contractor shall have the right and duty to collect and dispose of nonhazardous waste or refuse produced as a result of operations of a District owned or controlled waste to enerqy facility, inClUding, but not limited to, ash and other solid noncombustible material. The Contractor shall collect and dispose of a share of the refuse produced by the facility and said share be in proportion to the Contractor's share of the total garbage delivered to the facility. In the event that District directs the Contractor to deliver the garbage to a publicly-owned waste to enerqy facil- ity, not controlled by the District, the District will make reasonable effort to secure for the Contractor the right to collect any waste or refuse produced, or at least a propor- tional share thereof. The District may, in its discretion, undertake a waste to enerqy project in conjunction with a recycling program or other garbage program as set forth in paragraphs 13 and 24 of this Agreement. Nothing in this paragraph shall be read to be in conflict with the provisions set forth in paragraphs 13 and 24. - 20 - Read: yes ~~ no { } Understood: yes V~~- no { } Co_ents: NON E:- . 26. HAZARDOUS WASTE: The parties hereto recognize that federal, state and local agencies with responsibility for the defining of hazard- ous waste and for regulating the collection, hauling or dis- posing of such substances, are continually providing new definitions, tests and regulations concerning these substanc- es. Under this Agreement, it is the Contractor's responsibil- ity to keep current with the regulations and tests on such substances and to identify such substances and to comply with all federal, state and local regulations concerning such substances. Contractor agrees to provide to the District upon its request the Contractor's program for identifying hazardous waste and complying with all federal, state and local stat- utes and regulations dealing with hazardous waste. Contractor shall make every reasonable effort to prohibit the collection and the disposal of hazardous waste in any manner inconsistent with applicable law. Read: yes tvt>~~ no { } Understood: yes ~\;:/2J ' no { } Co_ents: NeNt.- 27. DISPOSAL OF GARBAGE: Throughout the term of the Agreement, unless District gives notice as provided for herein, it shall be the Contrac- tor's sole responsibility and duty to dispose of the garbage and waste and other material collected by virtue of this Agreement, including any extension granted by the Board, in a safe manner in compliance with all federal, state and local regulations. (a) Prior to March 1, 1991, the Contractor must provide the District with conclusive proof that: (1) the Contractor has ownership of, or a legally binding right to use, a proper- - 21 - ly approved and permitted disposal site(s); (2) that said disposal site(s) has sufficient capacity available to the Contractor to provide for disposal of all garbage to be col- lected under this Agreement; (3) and that said site(s) pro- vides an economically satisfactory disposal alternative. Proof of each of these conditions shall be provided in writ- ing to the satisfaction of the District Board of Directors. In the event said conditions have not been met to the Board's satisfaction by March 1, 1991, the District shall have the right to declare a breach or default of said Agree- ment and may proceed, pursuant to paragraph 31 of this Agree- ment, to terminate this Agreement. Subject to the provisions set forth hereinafter in subsec- tion (b), the District, in its sole discretion, may direct the garbage collected under this Agreement to be delivered to any site of its choosing. This shall include the right of the District to direct the disposal, at no cost to the Dis- trict, of all garbage collected by virtue of this Agreement, to a transfer station or stations, disposal site or sites selected by the Dis~rict,_ including disposal sites that may be owned and operated by the District, provided that the disposal of garbage at such transfer station(s) or site(s) is authorized by law. Contractor agrees that the District may charge the Contractor a reasonable fee for the disposal of garbage collected by virtue of this Agreement, if such gar- bage is disposed of at the site(s) owned by or controlled by the District and said charge shall be passed on to the CUstom- er by means of rates fixed by the District .1. Read: yes ~~y no { } Understood: yes c.... ~fS,. no { } Does ORINDA-MORAGA DISPOSAL SERVICE, INC. or LOMOW have plans as to the site for disposal of garbage subsequent to the closure of Acme Fill and/or subsequent to the expira- tion of the current export agreements vi th Alameda and Solano Counties? yes ~\)Q,. no { } Comments: ~e.... ",,;\k $e..~ c>.N OWl/'\. ~.......~"- ~e..."",~ \ ~._ . "" I _A.-- ~.r~c.'.'.<b o~ ov..or 0......'" c...~ s;. "'-<N"'l -:) 'r \ ~ ~ ,:>e.~ \ t ,__ f\ \_ -'-- ~- - L-- '''.,.."...e.- c:...u,...."",ck- -t1<- '\)lsk.~ C'..~ } ~ eu.r <f'" ~'"" .:u- L ~ N"<"S''' ) ~ ~'" 0--X''"'t- ell<: s"f~~' '-<-J~.e. , (b) District agrees in the event that the Contractor becomes owner of or interest holder in a privately owned disposal site, other than the current ACME Landfill Corpora- - 22 - tion disposal site in Martinez, and secondly, that the Con- tractor tenders to the District all rights and legal authori- ty to regulate rates and charges for use of such site by all persons or entities, including but not limited to site inspec- tions and audits, the District will direct all garbage col- lected under this Agreement to be delivered to said privatelY owned disposal site for the term of the Agreement, including any extensions which may be granted. The District may there- after, in its discretion, assume the rate setting authority or any portion thereof. This Agreement on the part of the District is conditioned upon the privately owned disposal site being properly approved and permitted by the necessary public boards and entities. The District in all instances retains the right to direct the garbage collected under this Agreement to a transfer station prior to the delivery to a privately owned disposal site. Nothing in this subsection shall be construed to be in conflict with or eliminate the rights and obligations provided for in paragraphs 24 and 25. yes ~')>~ no { yes ~~tj-' no { Read: } understood.: } comaents: ~~lJt- . 28. ANNEXATION AND CHANGE OF ZONE BOUNDARIES: The District agrees to give notice to the contractor by April 1 of the next calendar year of any geographic area which has been annexed to or deannexed from the District during the preceding calendar year or which has been included in, or excluded from, the Zone. Such notice shall specifical- ly describe the changed boundaries of the Zone. If such notice is given to the contractor, all of the provisions of this Agreement shall apply to the collection, removal, and disposal of garbage within such changed boundaries of the Zone beginning on July 1 of the calendar year following the preceding calendar year during which such annexation or deannexation occurred. The contractor shall give notice to the District by April 1 of the next calendar year of any geographic area in the Zone or immediately contiguous to the Zone, in which the Contractor has commenced service within the preceding year, notwithstanding whether the contractor deems that area to be regulated or unregulated. The contractor realizes that the District and Zone bounda- ries may be altered by virtue of actions taken by the Contra Costa county Local Agency Formation Commission (LAFCO). - 23 - The Contractor agrees that should a municipal corporation, which at the date of the signing of this Agreement exercises its lawful authority to franchise garbage collection, lawful- ly annex territory which is within the Zone, the District may make such alterations to the Zone as the annexation necessi- tates. Should the District boundaries be amended so as to change the boundaries of the Zone, the Contractor agrees that it will abide by whatever changes in the Zone which become necessary due to changes in the District boundaries made by the Local Agency Formation Commission. The Contractor agrees that the District Board of Directors may make such altera- tions to the Zone as are necessitated by such Local Agency Formation Commission action's and shall have no right or claim to damages or other relief against the District for such alterations to the Zone. The District shall provide notice to the Contractor of all petitions or resolutions sent by the District to LAFCO for annexation or deannexations which may directly affect the territories included in the Zone. Understood: 12./ yes {~')> ~. no { yes ~\)} no { } } Read: Comments: ~ ~"'t- . 29. TAKEOVER OF FRANCHISE RIGHTS BY OTHER PUBLIC ENTITY: In the event that the county, or a municipal corporation, which at the date of the signing of this Agreement has bounda- ries within the Zone which areas are franchised under this Agreement, takes action, after such date of signing, to as- sume the powers and responsibil i ties of the franchisor in relation to garbage collection and disposal in those areas within the Zone, the rights of the respective parties in regard to this Agreement shall be set forth in Health and Safety Code 4270 n ~ and other applicable law of the State of California. Notwithstanding any lawful action by another public enti- ty to take over the right to franchise solid waste handling, collection and disposal, the District shall retain the right at all times during the term of this Agreement, including any extensions granted by the District Board, to direct the dispo- sition of all garbage collected within the Zone. Contractor agrees, notwithstanding any actions taken by another public entity in regard to assuming the role of the solid waste franchisor, to deliver the garbage collected under this Agree- ment to the location or locations designated by the District during the term of this Agreement, including any extensions granted by the District Board. - 24 - Read: yes (~ ('..r')) t}' no { } 30. AFFILIATED ENTITIES: The contractor shall provide information necessary to satisfy the District that the charges made by an affiliated entity are reasonable. "Affiliated entity" shall be defined, for purposes of this paragraph, as any entity which provides products or services to the contractor and in which the Con- tractor owns a 10% or greater interest. The District shall have the right to inspect the financial records of any affili- ated entity in which the contractor owns a majority inter- est. For purposes of this paragraph the term "contractor" shall include the contractor, if an individual, and all mem- bers of his or her immediate family; or if a corporation, the controlling shareholder and the controlling shareholder's immediate family members. For the purpose of this paragraph, "Immediate Family" includes spouses, children, and relatives of the first degree of sanquinity. Read: yes ~{!./ - ~y~ no { ~~} no { } } Understood: yes Does LOMOW further understand that during the 1987 rate fixing process, the District Board made a determination that Acme pill is an "affiliated entity" as defined by this paragraph for purposes of determining the reasonableness of disposal costs incurred by OlUNDA-MORAGA DISPOSAL SERVICE, mc.? L- yes ~'Y } no { } Does LOMOW further understand that, as a matter of law, the District may only pass through to the rate payers such costs in- curred by the franchisees as are reasonable in the judgment of the Distec:t Board. yes ~v} no { } comments:~ 'S;kv.J.J) ~ ~os.:J. "'r.\\Ih'~ ct"s:~..> Or~ _ M.<S'C~ ~~l\. ~ ~ h---.;~ Vle;,~t.-.l"j-j'o--Ir l....~ J L h"-~ \.,.(r~~) ~(..H-- P:n:-~ . ~\:> e- ~ - 25 - 31. BREACH AND TERMINATION: The General Manager-Chief Engineer of the District shall have authority, subj ect to review by the Board of Directors of the District upon appeal, to determine whether a breach of any provision of this Agreement by the Contractor has oc- curred. Any waiver or breach shall not be deemed to be a waiver of any subsequent breach, in writing, setting forth the breach or default. The Contractor shall have a reason- able period to cure the noticed breach, said period not to exceed sixty (60) days. In the event the breach or default is cured to the satisfaction of the General Manager-Chief Engineer of the District within the period of time allotted, the breach shall not be deemed a material breach. In the event that the General Manager determines that the Contractor has failed to satisfactorily cure the breach or default with- in the period of time allotted, General Manager may determine such breach or default to be material. Mul tiple or repeated breaches, or a pattern of breaches and subsequent attempts to cure said breaches by Contractor shall provide an ad~quate basis for the General Manager, in his discretion, to declare any subsequent breach to be materi- al, notwithstanding whether or not that breach is ultimately cured by the Contractor. If such a determination of material breach is made, the General Manager's determination shall be automatically ap- pealed to the Board for final action. A material breach shall be cause for termination of this Agreement by the Board of Directors of the District. In the event of a termination prior to the natural expira- tion of the term of this Agreement, the District shall have the right to temporarily assume the obligations of the Con- tractor and shall therefor have the right to forthwith take possession of all trucks and other equipment of the Contrac- tor and exercise the Contractor's right to enter and use any disposal facilities for the purpose of performing the servic- es agreed to be performed by the Contractor herein until such time as the District can make other arrangements for the performance of said services. However, such temporary assump- tion of Contractor's obligations under the Agreement shall not be continued by the District for a period exceeding twelve (12) months from the date such operations are undertak- en by the District. During any period in which District has temporarily as- sumed the obligations of Contractor under this Agreement, District shall be entitled to the gross revenue attributable to operations during such period and shall pay therefrom only those costs and expenses applicable or allocable to said period, including the reasonable rental value of the trucks and equipment to be paid to the Contractor. The excess, if - 26 - any, of revenue over applicable or allocable costs and expens- es during such period shall be deposited with the District funds to the credit of the operation and maintenance ac- count. The loss, if any, during such period shall be a charge against contractor, and shall be paid to the District by the Contractor upon demand. Final adjustment and alloca- tion of gross revenue, costs, and expenses to the period during which the District temporarily assumed the obligations of Contractor shall be determined by an audit by a Certified Public Accountant and prepared in report form with his unqual- ified opinion annexed thereto. District shall indemnify contractor against and hold it harmless from, any and all liability claims, judgments or demands, including demands arising directly or indirectly out of the operations and obligations of Contractor which Dis- trict assumes pursuant to the provisions of this paragraph 31, save and except claims or litigation arising through the sole negligence or willful misconduct of Contractor and will make good to and reimburse Contractor for any expenditures, inCluding reasonable attorneys' fees, that the Contractor may make by reason of such matters and, if requested by Contrac- tor, shall defend any suit at the sole cost and expense of District. Nothing in this Agreement shall prevent the District during any period in which District temporarily assumes the obligations of the contractor under this Agreement, from employing persons who were employed by the Contractor for the collection of garbage under this Agreement. Upon the occurrence of said breach and the declaration of such by the Board of Directors of the District, this Agree- ment and the franchise granted thereunder shall be of no further force and effect, excepting these provisions concern- ing District's right to temporarily assume the Contractor's obligations and to use Contractor's facilities upon early termination as provided herein. The District then shall be free to enter into whatever other arrangements are deemed justified and necessary for the collection, removal and dis- posal of garbage within the Zone. Failure by the District to provide the Contractor with the exclusive franchise to collect and dispose of garbage within the Zone, as defined in this Agreement, and except as set forth in paragraph 32, shall constitute a material breach of this Agreement which will allow the Contractor, in its discretion, to terminate the Agreement and be relieved of all obligations and duties hereunder. Notice of termination by the Contractor must be provided to the District one (l) year prior to cessation of the duties and responsibilities of the Contractor hereunder. ~ yes ~'Y} no { Read: } - 27 - Understood: ~. yes {~3> } no { } Does ORINDA-MORAGA DISPOSAL SERVICE, INC. and LOHOW accept the right of the District to take over the equipment of the franchise for purposes of collecting garbage under his agreement under the conditions .et forth in the above paragraph? ~ . yes {vl } no { } co_ents: J tiNt,.- 32. EMERGENCY: Notwithstanding the Contractor's exclusive franchise rights set forth in paragraph 31, in the event of an emergen- cy due to natural disaster. or labor strike which interrupts the collection of garbage by the contractor, the Board of Directors of the District shall have the right to declare a temporary suspension of this Agreement for the reasonable duration of the emergency and until such time as the District determines that the Contractor is able to reassume all obliga- tions under this Agreement. Should Contractor fail to demon- strate to the satisfaction of the Board of Directors of the District that required services can be resumed by contractor prior to the expiration of a six (6) month period, this Agree- ment may be terminated at the direction of the Board of Direc- tors. An emergency or a declaration terminating the Agreement may be declared by a resolution adopted by a four-fifths (4/5) vote by the District's Board of Directors. Understood: Comments: N'DN~' ~. yes {..;:J~. no { yes V~} no { } } Read: 33. DISTRICT CODE: This Agreement is entered into under and by virtue of the authority of and pursuant to Title 8 of the Code of the Dis- trict and in accordance with the provisions thereof, and any - 28 - subsequent amendment thereto, which are hereby incorporated in this Agreement by reference. Read: yes --..../;1 , ~\,~ ~-s:> } no { no { } } Understood: yes Comments: 34. TERM OF THE AGREEMENT: The term of this Agreement and the exclusive franchise granted hereunder shall be for a period of ten (10) years from March 1, 1986, to Karch 31, 1996, subject to the provi- sions of paragraphs 27 and 31 of this Agreement. In the event that the three (3) condi tions set forth in paragraph 27 (a) have been. met to the satisfaction of the Board by Karch 1, 1991, and the further event that the Board thereafter determines that the Contractor has provided a satisfactory level of service at rates reasonable to the ratepayers, the Board may, in its discretion, extend the term of this Agreement for a period not to exceed five (5) addi- tional years, or for a total term not to exceed fifteen (15) years. If the Board wishes to take action concerning this option to extend, such Board action shall be taken and notice given to the contractor of such action prior to Karch 1, 1994. The Board has the option to: (a) Extend the franchise for a period up to five (5) years under the terms of this Agreement, or; (b) Extend the franchise for a period of up to five (5) years, under the terms of this Agreement including any modifi- cations thereof as may be required in the discretion of the Board, or; (c) Refuse to extend the term beyond February 28, 1996. Failure of the Board to take action with regard to the extension of term under this paragraph by April 1, 1994 shall constitute a rejection by the oistrict of the option to ex- tend and the Agreement shall terminate in due course on Febru- ary 28, 1996. All modifications of the Agreement which may become a condition of an extension of the term shall be in writing and notice of such modification shall be served upon the contrac- tor prior to Karch 1, 1994. - 29 - The Contractor shall give notice to the District as to acceptance or rejection of the extension under the terms offered within three (3) months of the date of service of the notice from the Board. Failure of the Contractor to give timely notice will consti tute a rej ection of the offer to extend. Understood: ~. yes ~e yes {Y } no { no { } } Read: Does OlUNDA-MORAGA DISPOSAL SERVICE, mc. and LOMOW understand that it is the intent of this paragraph that the District retains full discretion as to whether an extension of the aqreement beyond February 20, 1996 is appro- priate, and it is not intended that this paraqraph create any vested right in the Contractor, or any successor or assignee, to receive the five-year extension .entioned herein? yes ~' no { } CCDDIlents: rJ o~t, . 35. CONTEST OF AGREEMENT'S TERMS BY THE PARTIES: In the event either party to this Agreement attempts to challenge the validity of any portion of this Agreement, such action in attempting to challenge the Agreement shall consti- tute a material breach of this Agreement and the non-breaching party shall have the right to elect to termi- nate forthwith without suit or other proceeding. This paragraph 35 shall not be construed to prevent ei- ther party from seeking redress to the courts for the purpos- es of legal review of administrative procedures in regard to rate setting or District actions taken pursuant to this Agree- ment, or for the purpose of enforcing the provisions con- tained in this Agreement. Read: yes ~~~ no { } Understood: yes ~~t1- no { } Comments :N '\)'tl~ . - ~o - 36. SEVERABILITY: In the event legal action is brought by a person or enti- ty, other than the parties to this Agreement, to challenge, invalidate, contest or set aside any of the provisions of this Agreement, each and every term and condition, and each and every section and paragraph is severable from the remain- ing terms, conditions, sections, and paragraphs. The invali- dation of any term, condition, section or paragraph as a result of a legal action, brought by a person or entity not a party to this Agreement, shall not affect the validity or enforceability of the remaining provisions. Each of said remaining provisions shall remain in full force and effect. yes ~'Y~' { yes ~~}. no { Read: no } Understood: } Co_ents: rlo~~' 37 . TERMS OF AGREEMENT BARGAINED FOR: All terms, conditions and obligations contained Agreement have been bargained for and agreed upon parties in good fai th. Further, the parties have into this Agreement on the advice of counsel. yes U~l}' { yes {~~e}' no { in this by the entered Read: no } } Understood: Co_ents: t.\I)N~' 38. THIS AGREEMENT SHALL SUPERSEDE PRIOR AGREEMENTS: This Agreement shall supersede any and all agreements heretofore entered into by the parties hereto, with the sole exception of the portion of the existing Agreement between the District and the Contractor which provides the Contractor with the exclusive franchise to collect garbage in that por- tion of the Zone which is known as the incorporated areas of the City of San Ramon. In regard to the incorporated areas of the Ci ty of San Ramon, the predecessor Agreement shall have full force and effect until November 30, 1986. This agreement does not apply to the incorporated areas of the city of San Ramon. - 31 - Read: yes ~'))~} no { } (,. Understood: yes f..r.l"\) } no { } Comments: .~ t.Jt,.. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate by its duly authorized officers and representatives as of the date first above writ- ten. CENTRAL CONTRA COSTA SANITARY DISTRICT By: Its: President of the Board of Directors By: Its: Secretary of the District Approved as to form: By: Counsel to the District ORINDA-MORAGA DISPOSAL SERVICE, INC. By: Its: Approved as to form: Counsel to the Contractor I, , have the authority to bind ORINDA-MORAGA DISPOSAL SERVICE, INC. by reading and signing this document. - 32 - . Central Contra Costa Sanitary District BOARD OF DIRECTORS PAGE 1 OF 1 POSITION PAPER BOARD MEETING OF May 17, 1990 NO. 3 . HEARINGS c. May 10, 1990 SUBJECT DATE CONDUCT A PUBLIC HEARING TO CONSIDER REFUSE COLLECTION RATE STRUCTURE ALTERNATIVES TYPE OF ACTION CONDUCT PUBLIC HEARING SUBMITTED BY Walter Funasaki Finance Officer INITIATING DEPT /DIV Administrative/Finance and Accountin ISSUE: The Board of Directors will conduct a public hearing to consider refuse collection rate structure alternatives. BACKGROUND: At the April 19, 1990 Board meeting, Mr. Robert Hilton of Hilton, Farnkopf and Hobson presented a report on alternative refuse collection rate structures which are believed to be more consistent with the goal of solid waste minimization. The report was prepared in response to the Board's interest in considering a restructuring of the July 1, 1990 refuse collection rates to foster reduction of solid waste by residential and commercial customers. Following Mr. Hilton's presentation, the Board determined that the current service level, which includes collection of yard trimmings and recyclables, should continue to constitute the basic services to be included in the rate structure. A public hearing was determined to be appropriate to obtain public comment before implementing a change in the structure of the collection rates. The public hearing was scheduled to be held on May 17, 1990, and was duly noticed in the Contra Costa Times. A report prepared by Mr. Hilton on the alternative rate structures proposed for consideration by the Board is provided with this position Paper. RECOMMENDATION: Conduct a public hearing to consider refuse collection rate structure alternatives, and provide District staff with guidance and comments. REVIEWED AND RECOMMENDED FOR BOARD ACTION INITIA TING DEPT/DIV. 1302A-9/85 . Central Contra Costa Sanitary District BOARD OF DIRECTORS PAGE 1 OF 2 POSITION PAPER BOARD MEETING OF May 17, 1990 NO. 4. CONSENT CALENDAR a. SUBJECT DATE AUTHORIZATION FOR P.A. 90-8 (DANVILLE) TO BE INCLUDED IN A FUTURE FORMAL ANNEXATION TO THE DISTRICT May 8, 1990 TYPE OF ACTION ACCEPT ANNEXATION FOR PROCESSING SUBMITTED BY Dennis a ineer INITIATING DEPT/DIV. Engineering Department/ Construction Division Parcel No. Area Owner Address Parcel No. & Acreage Remarks Lead Agency 90-8 Danville (7807 ) Kenneth Wardhaugh 906 Diablo Road Danville CA 94526 196-290-006 (0.68 Ac) Owner to build one single family home on site. District to pre- pare "Notice of Exemption." CCCSD RECOMMENDATION: Authorize P.A. 90-8 to be included in a future formal annexation. REVIEWED AND RECOMMENDED FOR BOARD ACTION 1302A-9/85 DH JSM RAB rLPf /11'/ f/dJ INITIATING DEPT.lDIV. I '"' .';-.-....... 8$4 848 I I '/ I / I Ill' Il3. I I r I 84' 84S c a:: Q ;!842 ~1U6 I I I I I Il. Il!l, I , I I I Z ..J ... -~ ...... tZ'9 ,'Ie ,)~ ,').. .,'11 A.. on on ... ... PROPOSED ANNEXATION P .A. 90-8 . Central Contra Costa Sanitary District BOARD OF DIRECTORS PAGE 1 OF 2 POSITION PAPER BOARD MEETING OF SUBJECT CONFIRM "AMENDED ASSESSMENT DIAGRAM" AND APPORTION ASSESSMENT AMOUNTS AND AUTHORIZE RECORDING OF SAID DIAGRAM, LOCAL IMPROVEMENT DISTRICT 56, WALNUT CREEK AREA NO. 4. CONSENT CALENDAR b. DATE TYPE OF ACTION APPORTIONMENT OF LID BONDS SUBMITTED BY Dennis Hall Associate En ineer INITIATING DEPTIDIV Engineering Department/ Construction Div's' ISSUE: The property owners have requested this District to apportion the bond which is outstanding on a parcel of land in Local Improvement District (LID) 56. BACKGROUND: The original parcel in LID 56 assigned assessment number 56-14 has recently been split into two parcels. The new parcels are shown on the attached amended assessment diagram and are assigned assessment numbers 56-28 and 56-29. In accordance with Section 8730 of the Streets and Highways Code, the District is required to apportion the LID bond amount on the original parcel to the newly created parcels. The County Auditor can then prepare a tax bill for each new parcel. The original parcel of land was assessed as one unit. Since the original parcel has been split into two new parcels, one of the new parcels can receive one unit of assessment and the remaining parcel can receive a $0.00 assessment as requested by the owner. It is intended the zero assessment parcel will be assessed an "equalization fee" upon connection to the public main. This fee will be deposited in the Assessment District Improvement Fund, thereby insuring that all connectors to the assessment District sewer pay their fair share of the pUblic sewer cost. During the hearing to be held prior to this agenda item, it is anticipated that the Board will establish an "equalization fee" for LID 56, to be applied to newly subdivided properties which connect directly to the assessment District sewer. The following is a summary of the apportioned assessments: Assessment No. Amount Amended Assessment No. Assessment Amount 56-14 $9,310.35 56-28 56-29 $9,310.35 $ 0.00 RECOMMENDATION: Confirm the amended assessment diagram and apportion assessment amounts and authorize the recording of said diagram. ~ fl1 1302A-9/85 DR JSM RAB ENG. INITIATING DEPT.lDIV. APPORTION L.I.D. BOND LID 56-14 WALNUT CREEK AREA ...... , . Central Contra Costa Sanitary District BOARD OF DIRECTORS POSITION PAPER PAGE 1 OF 2 NO. 4. CONSENT CALENDAR c. SUBJECT DATE ADVISE THE BOARD OF THE CLOSE OUT OF THE MARTINEZ EARLY START PROJECT (DP 4429) INFORMATIONAL SUBMITTED BY Henry Thom Associate En ineer INITIA TING DEPT.lDIV Engineering Department/ Construction Division ISSUE: All work has been completed on the Martinez Early Start Project (DP 4429) and this project can now be closed out. BACKGROUND: The Early Start Project is the first phase of the Martinez Sewer Improvement Facilities Plan. The project consisted of approximately 2,200 feet of 27-inch trunk sewer along Berrellesa Street and the Embarcadero, and approximately 300, 500, and 800 feet, respectively, of 8-inch sewer along Marina Vista Street, Lower Berrellesa Street, and Brown and Arreba Streets near Cappy Ricks Park. Also included were repairs to 26 existing manholes and construction of 7 new manholes. The location of the project is shown on "Attachment A." Additional information on the project is given on page CS-38 of the 1989-90 Capital Improvement Budget. The contractor, Mountain Cascade, Inc. of San Ramon, commenced work on June 5, 1989, and sUbstantially completed all work on November 10, 1989, ahead of the original project completion date of December 5, 1989. The project was accepted by the Board of Directors on December 7, 1989. Mountain Cascade's original construction contract was for $1,164,512. There were 22 change orders issued on the project. Most of the change orders were due to conflict with unknown utilities and for repair to the existing sewer line which collapsed in several places during the installation of the new sewer line. A credit change order was also issued for the deletion of a portion of the specified sheet piling along the Embarcadero due to favorable soils condition. This deletion resulted in a credit of $59,000 to the District. The total net increase from all of the change orders is $2,399.14. The total contract amount paid to Mountain Cascade was $1,166,911.14. The total authorized budget for the project was $1,805,000. The total completed project cost is $1,530,500, which is $274,500 less than the budget. Staff is closing out the project account which will result in $274,500 being returned to the Collection System Program. RECOMMENDATIONS: This item is presented to the Board for information. No action is necessary. REVIEWED AND RECOMMENDED FOR BOARD ACTION HT RSK JSM RAB INlTIA TING OEPT.lOIV. fa ,1c1Af 1302A-9/85 Q ...- ...- /0 POINTS OF INTEREST 1 ANT'VK STAT Ie_ g 1 o.AleEA or a:-EAC{ C, ~ ~~:~~~~" ~UllOII(; C~ , COIINTY [)(l[~: ION Cl:NTEA 0 6 COUNTY rl"':E SUllO/NG C, 7 COUNTY HEAl T. eUllOING g e COUNTY MOSPfTAl C3 9 COOflfTY lIB~"C" cc 10 MAATtNEZ CIT!....All C1 1 t M......TIHEI ""!:""IIf C," 11 I'OST OrrlCl: I I! I ':E CO DOVVNTO'vVt< r\r1 ART INEZ L_ __= !I}~:.: I :SGD I --.i ...... Project Area ATTACHMENT Martinez Early Start Project DP 4429 A 2523-9/88 . Centra. ~ontra Costa Sanitary Jistrict BOARD OF DIRECTORS PAGE 1 OF 1 POSITION PAPER BOARD MEETING OF NO. Ma 17 1990 4. CONSENT CALENDAR e. DATE SUBJECT AU~HORIZE THE ATTENDANCE OF JOHN P. SNYDER, SENIOR CHEMIST, AT THE KRATOS USERS MEETING ON JUNE 1 AND 2, 1990, IN TUCSON, ARIZONA Ma 2, 1990 TYPE OF ACTION AUTHORIZE TRAVEL SUBMITTED BY Bhupinder S. Dhaliwal Laborator Superintendent INITIATING DEPT.lDIV. Plant Operations Department ISSUE: Approval of the Board of Directors is required for unbudgeted travel outside of California and/or where the expense will exceed $500. BACKGROUND: The District is using a Kratos Analytical (Kratos) MS25 gas chromatograph/mass spectrometer (GC/MS) for trace organic analyses. From time to time, Kratos MS25 GC/MS users across the nation assemble to share technical information on new methods and techniques in environmental sampling and analyses. Additionally, Kratos MS25 GC/MS users get an opportunity to discuss their needs and concerns with the technical staff of Kratos, the manufacturer and supplier of the District's GCjMS. The 1990 Kratos Users Meeting will be held in Tucson, Arizona. John P. Snyder, Senior Chemist, has been the primary user of the GC/MS. Over the last several months of hands-on operation, there are several concerns that he would like to discuss with similar users and with Kratos staff, especially as it relates to improved productivity. This user group meeting is the appropriate and cost-effective way to fulfill District needs. John Snyder's attendance at the Kratos Users Meeting will directly benefit the District in terms of improved productivity. The cost of attendance at this conference would be $800 for travel, lodging, and registration. The cost of the conference was not included in the 1989-1990 Operations and Maintenance budget because the conference was not scheduled at budget time. This request will over expend the Plant Operations Department Technical Training and Conference budget by $800. RECOMMENDATION: Authorize the attendance of John P. Snyder, Senior Chemist, at the 1990 Kratos Users Meeting on June 1 and 2, 1990, in Tucson, Arizona. 1302A-9/85 S1J BSD Wt6 COMMENDED FOR BOARD ACTION INITIATING DEPT.lDIV. WEB . Centra. Contra Costa Sanitar) Jistrict BOARD OF DIRECTORS POSITION PAPER PAGE 1 OF 1 NO. 17 1990 4. CONSENT CALENDAR f. DATE Ma 10 1990 TYPE OF ACTION RECEIVE CIB ESTABLISH PUBLIC HEARING DATE SUBJECT RECEIVE THE DRAFT FISCAL YEAR 1990-91 CAPITAL IMPROVEMENT BUDGET (CIB) AND ESTABLISH JUNE 21, 1990, AS THE DATE FOR A PUBLIC HEARING TO RECEIVE COMMENTS ON THE DRAFT CIB SUBMITTED BY John Mercurio Administrative Analyst INITIATING DEPT.lDIV. Engineering Department/ Planning Division ISSUE: The District's draft Fiscal Year 1990-91 Capital Improvement Budget has been prepared by staff and is ready for Board review. A date needs to be set for a public hearing to receive comments on the draft Fiscal Year 1990-91 Capital Improvement Budget. BACKGROUND: The draft Fiscal Year 1990-91 Capital Improvement Budget establishes near-term project priorities and authorizes the 1990-91 Fiscal Year budgets for the Treatment Plant, Collection System, and General Improvements Programs. Detailed information for projects that are anticipated to be active in Fiscal Year 1990-91 is presented in the Capital Improvement Budget document. On May 8, 1990, the Capital Projects Committee met with District staff to review the draft Capital Improvement Budget. The Committee has approved the document for submission to the full Board. The Capital Improvement Budget is therefore submitted for initial review by the full Board. A workshop is scheduled at the June 7, 1990, Board meeting to discuss the Capital Improvement Budget. It is appropriate to receive public comments in a formal Public Hearing. The Capital Improvement Budget is currently scheduled for a Public Hearing and adoption on June 21, 1990. RECOMMENDATION: Receive the draft Fiscal Year 1990-91 Capital Improvement Budget for review. Establish June 21, 1990, as the date for a Public Hearing to receive comments on the draft CIB. REVIEWED AND RECOMMENDED FOR BOARD ACTION JMK J~ RAB j)lt ll./ cd)) Central Contra Costa Sanitary District BOARD OF DIRECTORS PAGE 1 OF 16 POSITION PAPER BOARD MEETING OF May 17, 1990 NO. SUBJECT RECEIVE COMMERCIAL RECYCLING PLANS PROPOSED BY VALLEY WASTE MANAGEMENT, ORINDA-MORAGA DISPOSAL SERVICE, INC. AND PLEASANT HILL BAY SHORE DISPOSAL 5. SOLID WASTE 1 DATE May 11, 1990 TYPE OF ACTION RECEIVE RECYCLING PLANS SUBMITTED BY Paul Morsen Deputy General Manager INITIATING DEPT /DIV Administrative/Finance and Accounting ISSUE: Recycling plans for commercial enterprises and mUlti-family dwelling units have been submitted by each of the District's franchised refuse collectors. BACKGROUND: During the past year, residential curbside recycling programs have been successfully implemented by the three refuse collectors at the behest of the Board of Directors. The large tonnages of recyclables being collected surpass expectations, and are being diverted from the area's diminishing landfills. However, in order to meet the requirements of AB 939 for diverting from landfills 25 percent of solid waste by 1995 and 50 percent by the year 2000, the recycling program should be expanded to include the commercial enterprises and apartment and condominium complexes. Although mUlti-family dwelling units which receive refuse collection service individually at the curb participate in the curbside recycling program, those units which use common refuse collection bins would be included in the proposed commercial recycling program. The Board of Directors requested the District's franchised refuse collectors to submit commercial recycling plans for its consideration. A copy of the recycling plans submitted are appended to this position Paper as Attachments I, II and III. Because of the varied types of business enterprises and multi- family units serviced, and the different refuse collection service levels provided, commercial recycling programs must be custom designed for each customer to obtain the desired results; however, the commercial recycling plans proposed by the three refuse collectors do share many common features. A summary of the recycling plans is shown on the next page. REVIEWED AND RECOMMENDED FOR BOARD ACTION 1302A-9/65 SUBJECT RECEIVE COMMERCIAL RECYCLING PLANS PROPOSED BY VALLEY WASTE MANAGEMENT, ORINDA-MORAGA DISPOSAL SERVICE, INC. AND PLEASANT HILL BAY SHORE DISPOSAL POSITION PAPER 2 16 PAGE OF DATE May 11, 1990 SUMMARY OF COMMERCIAL RECYCLING PLANS VALLEY ORINDA PLEASANT HILL WASTE MORAGA BAYSHORE MANAGEMENT DISPOSAL DISPOSAL Number of Customers Commercial Enterprises 940 226 179 Multi-family Complexes: Number of Complexes 152 45 None Number of Units 4,007 1,010 -- Features of the proqram Commercial Enterprises: Provide different sized recycling containers depending on the size of the enterprise and type of recylables generated. YES YES YES MUlti-family Complexes: Provide separate containers for segre- gated recyclables located adjacent to refuse collection bin. YES YES -- Provide residents with plastic buckets to store Not in recyclables before sorting proposal but into common area recycling will incor- containers. YES porate -- Implementation Schedule Commercial Enterprises 1/1/91 60 days after 3/30/91 receipt of collection vehicle MUlti-family Complexes 11/1/90 60 days after -- receipt of collection vehicle 13028-9/85 SUBJECT RECEIVE COMMERCIAL RECYCLING PLANS PROPOSED BY VALLEY WASTE MANAGEMENT, ORINDA-MORAGA DISPOSAL SERVICE, INC. AND PLEASANT HILL BAY SHORE DISPOSAL POSITION PAPER 3 16 PAGE OF DATiMay 11, 1990 The commercial recycling program will require an extensive public education effort which will be jointly undertaken by the District and refuse collectors with assistance from affected cities. The District's Regional Recycling and Hazardous Waste Advisory Committee has considered commercial recycling within the Central San area and supports its implementation. The proj ected operating revenues and expenses of the commercial recycling programs have not been provided by the refuse collectors because of the difficulty of determining participation levels and projected tonnages of recyclables. However, such projections will be obtained in time for incorporation in the current July 1, 1990 rate- setting process. It is the intention of staff to propose that the commercial recycling increment to the July 1, 1990 collection rates be assessed, based on a common implementation date, over a prorated period which would provide for the staggered and piecemeal implementation of customers over the course of the rate-setting fiscal period. RECOMMENDATION: Receive the proposed commercial recycling plans and authorize implementation during the 1990-1991 rate-setting year, with the commercial recycling increment to be determined during the July 1, 1990 rate-setting process. 13028-9/85 Attachment I Valley Waste Management P.O. Box 4007 2658 N. Main Street Walnut Creek, California 94596 415/935-8900 .~ \eJ A Waste Management Company April 30, 1990 Honorable Nels Carlson, President and Members of the Board of Directors Central Contra Costa Sanitary District 4019 Imhoff Place Martinez, CA 94553 Dear Mr. Carlson: Attached is the proposed commercial recycling plan requested by the Central Contra Costa Sanitary District for the Valley Waste Management communities of Alamo, Danville, Lafayette, and the unincorporated areas surrounding Walnut Creek. Although we are pleased to provide this proposed plan to CCCSD, we are unable at this time to project the cost implications of the various programs. If you have any questions regarding the attached proposal, please contact me at 935-8900. Ronald J. Proto General Manager cc: Paul Morsen a division of SAWDCO Valley Waste Management Commercial Recycling Plan Presented To Central Contra Costa County Sanitary District April 30, 1990 MULTI-RESIDENTIAL HOUSEHOLD RECYCLING PROGRAM In the Central Contra Costa Sanitary District (CCCSD) communities of Alamo, Danville, Lafayette, and the unincorporated areas surrounding Walnut Creek, there are approximately 152 apartment and condominium complexes with 4007 units. While curbside recycling has been very successful for the single-family households in these communities, the multi-residential households will require a different recycling approach. Valley Waste Management proposes to place a container at each apartment or condominium complex; for the smaller complexes, we will provide supercarts. The larger bins will be separated into three compartments: one for newspaper, another for mixed glass, and the third for aluminum cans, plastic soda bottles (P.E.T.) and, once our processors agree to accept it, tin. Supercarts for the above-mentioned recyclables will be used at the smaller complexes. VWM will tailor the mode of collection to the individual apartment/condominium complex, depending on size and logistics. Each household will be given a 5-gallon plastic bucket in which to store their co- mingled recyclables. We will ask each household to bring their recyclables to a centrally located compartmentalized container and separate their recyclables into the respective compartments. Valley Waste Management realizes that the participation rate for multi-residential units may initially be lower than that experienced in the single-family households. In order to increase the ,chances for success in the multi-residential units, VWM will undertake a public education program. Prior to program start-up, VWM will meet with the major apartmentf condominium managers to explain the program and solicit their cooperation in implementing recycling in their complexes. For the smaller complexes we will send out an explanatory letter, providing further information if they require it. VWM will also request that each manager distribute letters supplied by VWM to all apartmentfcondominium residents describing the forthcoming recycling program. When the recycling buckets are distributed, a recycling brochure will be included inside the bucket. This brochure will reiterate the importance of recycling and explain how apartment/condominium residents can participate by sorting their recyclables. OFFICE PAPER RECYCLING PROGRAM Valley Waste Management is in the process of implementing a white/computer paper program for businesses, schools, and service organizations. Where applicable, VWM will provide deskside containers to each office, school, and service organization. VWM will customize the internal routing system of white and computer paper for each customer, depending on the size and logistics of the individual office or school. A container will be provided to each white/computer paper customer, depending on the amount of paper that will be generated and the number of times the bin will be emptied each week. A public education program will be implemented to ensure the highest level of participation among the various bysinesses and schools. VWM will undertake a program to contact other businesses, schools, and service organizations that may be interested in participating in this program but do not generate large quantities of these materials. Customer concerns as to how the program will be structured for their business or school will be addressed. Prior to beginning the white/computer paper program, a brochure outlining the white/computer paper program will also be distributed to all customers. CARDBOARD RECYCLING PROGRAM Valley Waste Management is currently picking up cardboard at 33 commercial businesses in Alamo, Danville, and Lafayette. We are in the process of identifying other businesses in these communities and the unincorporated areas surrounding Walnut Creek that are potential sources for cardboard recycling. As they are identified, we will 2 begin adding them to our cardboard recycling route. As with our other proposed programs, we will launch a public education campaign detailing how cardboard recycling will work. RESTAURANT/BAR GLASS RECYCLING PROGRAM Although glass recycling is currently in a state of flux, in May, VWM will begin to pick up mixed glass from 22 restaurants and bars in Alamo, Danville, and Lafayette. VWM is also in the process of identifying other restaurants/bars in these areas that are potential sources for glass recycling. As they are identified, we will begin adding them to the new glass recycling route. Since contamination of glass has been a problem with other commercial glass recycling programs, VWM will launch a major education campaign in hopes of producing a cleaner product and encouraging more restaurants and bars to participate in this program. We will also distribute an informational brochure to new businesses describing how the glass recycling will work. 3 DtSPOSJ.\l SERVtCE#tl'l~\ <( " <( ~ o ~ ~ , <C Q .... ~. ...., ~ o Attachment II P.O. Box 659 . Orinda, California 94563 . Phone (415) 254-2844 R8CI,VID APR 27 tDuo cccso ~~.FtY,,~~.~,...~._ TO: Central Contra Costa Sanitary District FROM: George Navone - Orinda-Moraga Disposal Service RE: Recycling Expansion Program - Commercial, Multi-family We are pleased to offer the following plan in response to the Central Contra Costa Sanitary District Resolution 90-035 regarding the development of commercial and multi-family recycling in our operating zone of Orinda and Moraga. The plan has the potential of generating broad based participation and will serve as a vital key in achieving ~he waste diversion goals of AB 939 for the communities we serve. A major factor in the development of our plan will be the utili- zation of data gained from the waste characterization study required of all cities and the county through the new legislation (AB-939). The following plan will serve as a guide until the specific waste composition information is available as to who and where the major generators of recyclable materials are located. We have retained the services of 3R Recycling and its principal, ~ Alan Milner to develop and implement the public edu,ation and promotional programs/ 3R assisted in the development of our residential recycling programs in Orinda and Moraga and the firm is presently establishing resource recovery and recycling projects throughout California. Orinda-Moraga Disposal looks forward to working with Central San in the expansion of recycling programs to the commercial, multi- family, educational and office sectors of our community. A) IDENTIFICATION OF BUSINESSES, MULTI-FAMILY AND INSTITUTIONAL COMPLEXES IN THE ORINDA-MORAGA AREA. BUSINESSES: A) 225 commercial business establishments 1) 12 major office buildings 2) 27 restaurants 3) 5 supermarkets/grocery stores MULTI-FAMILY COMPLEXES A) 45 apartment units 1) 1010 individual units ST. MARY'S COLLEGE 1) 16 two-story resident halls (1200 students) 2) administration office facilities 3) teaching facilities 4) physical education/performance/activity buildings B) PROGRAM APPROACH BUSINESSES 1) 100 of the smaller commercial businesses will receive three stacking 12-gallon capacity containers...one each for newspapers, glass bottles and jars, and aluminum and plastic beverage containers. Collection of the recyclables will occur weekly. 2) The 27 restaurants will be provided a 64-gallon wheeled cart for the collection of glass beverage containers. The collection will be done on a routine basis. 3) With the support of students and employees, school and office recycling programs will be developed. The scope of each program will vary based upon the individual situation, but the plans can include the following: a) Stacking containers for aluminum, plastic and glass beverage containers. b) Desk-top recycling holders for regular, high grade and computer office paper. c) Where appropriate, larger 64 or 95-gallon wheeled carts will be utilized when sufficient volumes warrant. NOTE: The success of school and office recycling programs depend greatly on the cooperation of the authorized janitorial service which will actually be handling materials prior to pick up by Orinda-Moraga Disposal. 4) In conjunction with the development of the cities and county integrated Waste Management Plans, a survey will be mailed to all businesses, multi-family complexes and institutions to determine the amount/volume and accessability of recyclable materials generated. From this information, a specific program will be developed for each situation, targeting the largest generators first and then on to others. C) IMPLEMENTATION SCHEDULE Upon approval and acceptance of the proposed program. purchase orders will be authorized for the collection vehicle and con- tainers. The commercial and multi-family recycling programs can commence within 60 days following delivery of the collection vehicle. D) BUDGET One-time costs: a) Collection vehicle (Lodal) $ 89.000 b) Comtainers: Stacking - 200 sets @ $15.50 3.100 64-ga11on - 100 @ $50.00 5.000 95-ga11on - 100 @ $65.00 6.500 c) Promotion. Publicity materials 2.000 $ 105.600 $ 105.600 Annual expenses: a) Labor $ 52.000 b) Operation/Maintenance 30.000 c) Promotion/Education/Publicity 6.000 TOTAL $ 88.000 $ 193.WO ,eIU'/"'" J;/~.: ,,' '-~ ~ .::::, .". / ,.....0; ~ /..~ ..... ': -f /vO(~. MULTI-FAMILY 1) All multi-family complexes will receive a minimum of three 64 or 95-gallon wheeled carts. One will be labeled for aluminum and plastic beverage containers, another for glass and the third for newspapers. Where space allows, the carts will be located as close as possible to regular garbage bins. The goal is to have residents take recyclable materials out at the same time they remove their trash. ST. MARY'S COLLEGE 1) In cooperation with the students and administration, a specific recycling program will be developed for St. Mary's College. The success of such programs depend primarily on the desire and commitment of the participants. Orinda-Moraga Disposal is prepared to assist in the development of the program, but at this time, the College has no planning effort in progress. , DISPOSJ.\l SERVICE~ t~I~\ <( '-' <( ~ o ~ ~ , <( Q .--r ~ ..-. ~ o P.O. Box 659 . Orinda, California 94563 . Phone (415) 254-2844 RECIIVID APR 27 teaa ~,... CCCSD C.i.,pnAAY~~~." I"l~:"''''. TO: Central Contra Costa Sanitary District FROM: George Navone - Orinda-Moraga Disposal Service RE: Recycling Expansion Program - Commercial, Multi-family We are pleased to offer the following plan in response to the Central Contra Costa Sanitary District Resolution 90-035 regarding the development of commercial and multi-family recycling in our operating zone of Orinda and Moraga. The plan has the potential of generating broad based participation and will serve as a vital key in achieving the waste diversion goals of AB 939 for the communities we serve. A major factor in the development of our plan will be the utili- zation of data gained from the waste characterization study required of all cities and the county through the new legislation (AB-939). The following plan will serve as a guide until the specific waste composition information is available as to who and where the major generators of recyclable materials are located. We have retained the services of 3R Recycling and its principal, Alan Milner to develop and implement the public edusation and promotional programs/ 3R assisted in the development of our residential recycling programs in Orinda and Moraga and the firm is presently establishing resource recovery and recycling projects throughout California. Orinda-Moraga Disposal looks forward to working with Central San in the expansion of recycling programs to the commercial, multi- family, educational and office sectors of our community. A) IDENTIFICATION OF BUSINESSES, MULTI-FAMILY AND INSTITUTIONAL COMPLEXES IN THE ORINDA-MORAGA AREA. BUSINESSES: A) 225 commercial business establishments 1) 12 major office buildings 2) 27 restaurants 3) 5 supermarkets/grocery stores MULTI-FAMILY COMPLEXES A) 45 apartment units 1) 1010 individual units ST. MARY'S COLLEGE 1) 16 two-story resident halls (1200 students) 2) administration office facilities 3) teaching facilities 4) physical education/performance/activity buildings B) PROGRAM APPROACH BUSINESSES 1) 100 of the smaller commercial businesses will receive three stacking 12-gallon capacity containers...one each for newspapers, glass bottles and jars, and aluminum and plastic beverage containers. Collection of the recyclables will occur weekly. 2) The 27 restaurants will be provided a 64-gallon wheeled cart for the collection of glass beverage containers. The collection will be done on a routine basis. 3) With the support of students and employees, school and office recycling programs will be developed. The scope of each program will vary based upon the individual situation, but the plans can include the following: a) Stacking containers for aluminum, plastic and glass beverage containers. b) Desk-top recycling holders for regular, high grade and computer office paper. c) Where appropriate, larger 64 or 95-gallon wheeled carts will be utilized when sufficient volumes warrant. NOTE: The success of school and office recycling programs depend greatly on the cooperation of the authorized janitorial service which will actually be handling materials prior to pick up by Orinda-Moraga Disposal. 4) In conjunction with the development of the cities and county integrated Waste Management Plans, a survey will be mailed to all businesses, multi-family complexes and institutions to determine the amount/volume and accessability of recyclable materials generated. From this information, a specific program will be developed for each situation, targeting the largest generators first and then on to others. C) IMPLEMENTATION SCHEDULE Upon approval and acceptance of the proposed program, purchase orders will be authorized for the collection vehicle and con- tainers. The commercial and multi-family recycling programs can commence within 60 days following delivery of the collection vehicle. D) BUDGET One-time costs: a) Collection vehicle (Lodal) $ 89,000 b) Comtainers: Stacking - 200 sets @ $15.50 3,100 64-gallon - 100 @ $50.00 5,000 95-gallon - 100 @ $65.00 6,500 c) Promotion, Publicity materials 2,000 $ 105,600 $ 105,600 Annual expenses: a) Labor $ 52,000 b) Operation/Maintenance 30,000 c) Promotion/Education/Publicity 6,000 TOTAL $ 88,000 $ 193,600 MULTI-FAMILY 1) All multi-family complexes will receive a minimum of three 64 or 95-gallon wheeled carts. One will be labeled for aluminum and plastic beverage containers, another for glass and the third for newspapers. Where space allows, the carts will be located as close as possible to regular garbage bins. The goal is to have residents take recyclable materials out at the same time they remove their trash. ST. MARY'S COLLEGE 1) In cooperation with the students and administration, a specific recycling program will be developed for St. Mary's College. The success of such programs depend primarily on the desire and commitment of the participants. Orinda-Moraga Disposal is prepared to assist in the development of the program, but at this time, the College has no planning effort in progress. . Central Contra Costa Sanitary District BOARD OF. DIRECTORS PAGE 1 OF 1 POSITION PAPER BOARD MEETING OF May 17, 1990 NO. SUBJECT 9. BUDGET & FINANCE b. DATE May 10, 1990 APPROVE THE 1990-1991 EQUIPMENT BUDGET FOR INCLUSION IN THE 1990-1991 DISTRICT BUDGET TYPE OF ACTION APPROVE EQUIPMENT BUDGET Walter Funasaki Finance Officer INITIATING DEPT /DIV Administrative/Finance and Accountin SUBMITTED BY ISSUE: The District's 1990-1991 Equipment Budget is submitted for approval. BACKGROUND: The 1990-1991 Equipment Budget was submitted for review at the May 3, 1990 Board Meeting, and is scheduled for approval by the Board on May 17, 1990. The Board's Capital Projects Committee reviewed the 1990-1991 Equipment Budget with District management prior to the submission of the budget to the Board on May 3. At the May 3, 1990 Board Meeting, District staff was requested to determine whether the random access memory capacity of the three AST microcomputers included in the 1990 - 1991 Equipment Budget was at least 2 megabytes, and whether the math coprocessing feature was being acquired; it has been determined that the desired capacity and feature have been specified for each of the microcomputers. A $40,000 contingency amount is provided in the 1990 - 1991 Equipment Budget for unbudgeted equipment items which may be acquired upon approval of the General Manager-Chief Engineer, subject to an approval limit of $2,000. The approved 1990-1991 Equipment Budget will be scheduled for adoption with the 1990-1991 Personnel, Operations and Maintenance, Self Insurance Fund, and Capital Improvement Budgets on June 21, 1990. RECOMMENDATION: Approve the 1990-1991 Equipment Budget for inclusion in the 1990-1991 District Budget to be adopted on June 21, 1990. REVIEWED AND RECOMMENDED FOR BOARD ACTION INITIA TING DEPT.lDIV. 1302A-9/B5