HomeMy WebLinkAboutCC Resolution 9608 (Permanent Household Hazardous Waste Facility)RESOLUTION NO. 9608
RESOLUTION AUTHORIZING THE ACTING CITY MANAGER TO EXECUTE
AN INTERIM HAZARDOUS WASTE CONTRIBUTION AGREEMENT TO
OPERATE THE PERMANENT HOUSEHOLD HAZARDOUS WASTE FACILITY
WITH THE CITY OF LARKSPUR, ROSS VALLEY SANITARY DISTRICT #1,
TOWN OF ROSS AND LAS GALLINAS VALLEY SANITARY DISTRICT.
WHEREAS, the City has received a permit variance from the
California Department of Toxic Substances Control, permitting the
establishment of a permanent collection facility for household
hazardous waste ("HHW"); and
WHEREAS, the City has entered into a Hazardous waste Collection
Agreement, dated September 14, 1995, with Marin Recycling, pursuant to
which Company will operate the permanent collection facility for
Household Hazardous Waste at 565 Jacoby Street in the City of San
Rafael ("Project Site"); and
WHEREAS, other jurisdictions desire the City to accept, and City
is willing to accept, on an interim basis, pending the execution of a
long-term agreement, the disposal at the Project Site of Household
Hazardous Waste generated within Jurisdiction's boundaries, subject to
an agreement with respect to the sharing of liabilities; and
WHEREAS, the City is willing to administer this Interim Agreement
without payment of City administration costs and closure costs, with
the understanding that such costs shall be included in any long-term
agreement hereafter; and
WHEREAS, the City Council of the City and the governing board of
the Jurisdiction, have given prior approval to enter into this
Agreement;
NOW THEREFORE, BE IT RESOLVED that the San Rafael City Council
authorizes and empowers the Acting City Manager of the City of San
Rafael to execute in the name of the City of San Rafael the Interim
Hazardous Waste Contribution Agreement with the City of Larkspur, Ross
Valley Sanitary District #1, Town of Ross and Las Gallinas Valley
Sanitary District, attached hereto.
A
oS
I, JEANNE M. LEONCINI, City Clerk of the City of San Rafael,
hereby certify that the foregoing resolution was duly and regularly
introduced and adopted at a regular meeting of the Council of said
City held on the 6th day of May, 1996, by the following vote, to wit:
AYES: COUNCILMEMBERS: Cohen, Heller, Phillips and Mayor Boro
NOES: COUNCILMEMBERS: None
ABSENT: COUNCILMEMBERS: None
�1
JEANN M. LEONCINI, City Clerk
INTERIM HAZARDOUS WASTE CONTRIBUTION AGREEMENT
THIS AGREEMENT is entered into as of May 15, 1996, by and
between the City of San Rafael ("City"), Marin Recycling and
Resource Recovery Association ("Company"), and the City of Larkspur
("Jurisdiction").
WHEREAS, the City has received a permit variance from the
California Department of Toxic Substances Control, permitting the
establishment of a permanent collection facility for household
hazardous waste ("HHW");
WHEREAS, the City has entered into a Hazardous Waste Collec-
tion Agreement, dated September 14, 1995, with Company, pursuant to
which Company will operate the permanent collection facility for
Household Hazardous Waste at 565 Jacoby Street in the City of San
Rafael ("Project site");
WHEREAS, the Jurisdiction desires the City to accept, and City
is willing to accept, on an interim basis, pending the execution of
a long-term agreement, the disposal at the Project Site of
Household Hazardous Waste generated within Jurisdiction's bound-
aries, subject to an agreement with respect to the sharing of
liabilities;
WHEREAS, the City is willing to administer this Interim
Agreement without payment of City administration costs and closure
costs, with the understanding that such costs shall be included in
any long-term agreement hereafter;
WHEREAS, the City Council of the City and the governing board
of the Jurisdiction, have given prior approval to enter into this
Agreement;
NOW, THEREFORE, in consideration of the mutual promises
contained in this Agreement, the parties agree as follows:
1. Definitions.
To the extent that any terms used herein are contained in the
definitions set forth in the aforementioned Hazardous Waste
Collection Agreement, such definitions are incorporated herein by
reference.
2. Acceptance and Manaaement of Household Hazardous Waste.
During the term of this Agreement, City and Company agree to
accept at the Project Site, during the hours of operation set from
time to time by the City, Household Hazardous Waste from persons
who reside in households located within the Jurisdiction.
1
3. Pavment of Household Hazardous Waste Oberational. Administra-
tive and Closure Costs.
During the term of this Agreement, the parties agree that
Company shall assume responsibility for Jurisdiction's apportioned
share of the permanent collection facility operational costs,
including any costs related to the collection, storage, treatment,
recycling, transportation and disposal of household hazardous waste
accepted from residents of the Jurisdiction, provided that
Jurisdiction shall pay to City zero ($0) to cover City adminis-
trative costs, and related facility closure costs, the foregoing
payment shall be due and payable within zero ( 0 ) days after the
commencement of the term of this Agreement.
4. Indemnification for Liabilities.
Jurisdiction will indemnify City for Jurisdiction's appor-
tioned share of any liabilities incurred by the City in connection
with the collection, storage, treatment, recycling, transportation,
or disposal of Household Hazardous Waste under the City's Variance
permit, including but not limited to any demands, claims, actions,
or judgments for any bodily injury and property damage to third
parties caused by sudden accidental occurrences at the Project
Site, for any clean-up, remediation, and removal costs, for any
response costs, and for any damages to natural resources, together
with any related fines, penalties, court costs or attorney's fees.
Jurisdiction's apportioned share of any such liability will be
determined according to the formula set forth in Exhibit "A"
attached hereto and incorporated herein. City will use reasonable
efforts to obtain recovery for such liabilities from all available
resources, including insurance, of the Company, or any other liable
party, including any liable hauler, liable disposal facility, or
liable conditionally exempt small quantity generators.
5. Insurance.
Jurisdiction will add the City, its officers, employees, and
agents, as an additional insured, on any of its liability insurance
policies, or on any public liability insurance pools in which
Jurisdiction participates, in an amount not to exceed $1,000,000,
for the liabilities for which indemnification is provided in
Paragraph 4 above. Policy endorsements or certificates of
insurance, in a form satisfactory to the City shall be provided to
City, which shall include a provision that such coverage shall not
be altered or terminated without thirty (30) days advance written
notice to City.
6. Term of Aareement and Termination.
(A) The term of this Agreement shall be for the period
commencing May 15, 1996, and ending on June 30, 1996, unless
terminated earlier as provided in Subparagraph (B) hereafter.
2
(B) This Agreement may be terminated by City or Jurisdiction
for cause upon giving thirty (30) days written notice to the other
party.
(C) Notwithstanding expiration of the term of this Agreement,
or termination of the Agreement, the Jurisdiction's indemnification
obligations set forth in Paragraph 4 shall survive and be allocated
according to the formula specified in such paragraph.
7. Notices.
Any notice or request required or permitted to be given under
this Agreement shall be given in writing and shall be deemed to
have been given when remitted in any of the following methods:
(A) deposited in the United States mail, first class, postage
prepaid, duly addressed, registered or certified, return receipt
requested, at the following addresses or at such other address as
is directed by either party by written notice given to the other as
provided in this Paragraph;
(B) personal delivery;
(C) facsimile transmission, upon written or facsimile
confirmation of receipt by the receiving party:
CITY OF SAN RAFAEL
1400 Fifth Avenue
San Rafael, CA 94901
Attn: City Manager
Fax: (415) 459-2242
with a copy to:
City Attorney at the
address above set
forth.
8. Arbitration.
JURISDICTION
City of Larkspur
Attn: Jean A. Bonander
City Manager
400 Magnolia Avenue
Larkspur, CA 94939
Any dispute or controversy arising out of or in connection
with this Agreement, including the breach of this Agreement, shall
be submitted to and be determined and settled by arbitration in San
Rafael, California, by the American Arbitration Association, or
other mutually agreed upon arbitration firm, or arbitrator in
accordance with the Rules for Commercial Arbitration. If no
arbitrator can be agreed upon, the parties shall jointly request
the presiding judge of the Marin County Superior Court to appoint
an arbitrator. The cost of any such arbitration shall be borne
equally by the parties involved unless the arbitrators) deem such
3
division of cost to be. inequitable, in which event the arbitra-
tor(s)
rbitra-
tors) may allocate the cost of arbitration among the parties
thereto, together with reasonable attorneys fees and costs, as
deemed just and equitable under the circumstances. This arbitration
provision is compulsory, at the request of either party, and the
judgment or award of the arbitrator(s) may be entered in any court
of competent jurisdiction.
9. Governina Law.
This Agreement shall be governed by and construed in accor-
dance with the laws of the State of California.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date set forth above.
"City"
ATTEST:
By:
M�.
. L CI I
City Clerk
CITY OF SAN RAFAEL
By:
SUZAN GOLT
Acti City Manager
"Jurisdiction" CITY OF LARKSPUR
By:
Its:
4
Exhibit "A"
The Jurisdiction's apportioned share of Liabilities shall be
calculated according to the following formula:
Liabilitv x Household Years of Jurisdiction
Throuuh Liabilitv Year.
Household Years of City, Jurisdiction, and other political
subdivisions participating in Household Hazardous Waste
Program through Liability Year.
Where "Liability" is the amount of liability asserted against
or imposed on the City by a governmental entity or other third
party arising out of or connected with the Household Hazardous
Waste Program activities, less any recoveries from the Company or
Company's insurance policies with respect to such liability.
Where "Liability Year" is the Year in which a liability is
asserted or imposed on the City by a governmental entity or other
third party arising out of or connected with the Household
Hazardous Waste Program activities.
Where "Household Years" is the sum of the Households in a
jurisdiction for every year that the jurisdiction has participated
in the Household Hazardous Waste Program through the Liability
Year, at the Permanent collection facility located at 565 Jacoby
Street. For example, if the number of households in Jurisdiction X
were 1000 in Year 1, and 1100 in Year 2, and 1200 in Year 3, and a
Liability was imposed on the City in Year 3, for purposes of
calculating Jurisdiction X's share of the liability, the numerator
in the above formula, "Household Years for Jurisdiction X Through
Liability Year" would be the sum of 1000, 1100, and 1200, which
would be 3300. The denominator in the above formula would be the
3300 Household Years for Jurisdiction X, plus the Household Years
for all of the other Jurisdictions that had participated through
the year of the Liability.
A political subdivision that has participated in the Household
Hazardous Waste Program in a year or years prior to the Liability
Year, but not in the Liability Year, will still share in the
Liability according to the formula above.
5
INTERIM HAZARDOUS WASTE CONTRIBUTION AGREEMENT
THIS AGREEMENT is entered into as of May 15, 1996, by and
between the City of San Rafael ("City"), Marin Recycling and
Resource Recovery Association ("Company"), and Ross Valley Sanitary
District ("Jurisdiction").
WHEREAS, the City has received a permit variance from the
California Department of Toxic Substances Control, permitting the
establishment of a permanent collection facility for household
hazardous waste ("HHW");
WHEREAS, the City has entered into a Hazardous Waste Collec-
tion Agreement, dated September 14, 1995, with Company, pursuant to
which Company will operate the permanent collection facility for
Household Hazardous Waste at 565 Jacoby Street in the City of San
Rafael ("Project site");
WHEREAS, the Jurisdiction desires the City to accept, and City
is willing to accept, on an interim basis, pending the execution of
a long-term agreement, the disposal at the Project Site of
Household Hazardous Waste generated within Jurisdiction's bound-
aries, subject to an agreement with respect to the sharing of
liabilities;
WHEREAS, the City is willing to administer this Interim
Agreement without payment of City administration costs and closure
costs, with the understanding that such costs shall be included in
any long-term agreement hereafter;
WHEREAS, the City Council of the City and the governing board
of the Jurisdiction, have given prior approval to enter into this
Agreement;
NOW, THEREFORE, in consideration of the mutual promises
contained in this Agreement, the parties agree as follows:
1. Definitions.
To the extent that any terms used herein are contained in the
definitions set forth in the aforementioned Hazardous Waste
Collection Agreement, such definitions are incorporated herein by
reference.
2. Acceutance and Manaaement of Household Hazardous Waste,.
During the term of this Agreement, City and Company agree to
accept at the Project Site, during the hours of operation set from
time to time by the City, Household Hazardous Waste from persons
who reside in households located within the Jurisdiction.
1
3. Pavment of Household Hazardous Waste Operational Administra-
tive and Closure Costs.
During the term of this Agreement, the parties agree that
Company shall assume responsibility for Jurisdiction's apportioned
share of the permanent collection facility operational costs,
including any costs related to the collection, storage, treatment,
recycling, transportation and disposal of household hazardous waste
accepted from residents of the Jurisdiction, provided that
Jurisdiction shall pay to City zero ($0) to cover City adminis-
trative costs, and related facility closure costs, the foregoing
payment shall be due and payable within zero ( 0 ) days after the
commencement of the term of this Agreement.
4. Indemnification for Liabilities.
Jurisdiction will indemnify City for Jurisdiction's appor-
tioned share of any liabilities incurred by the City in connection
with the collection, storage, treatment, recycling, transportation,
or disposal of Household Hazardous Waste under the City's Variance
permit, including but not limited to any demands, claims, actions,
or judgments for any bodily injury and property damage to third
parties caused by sudden accidental occurrences at the Project
Site, for any clean-up, remediation, and removal costs, for any
response costs, and for any damages to natural resources, together
with any related fines, penalties, court costs or attorney's fees.
Jurisdiction's apportioned share of any such liability will be
determined according to the formula set forth in Exhibit "A"
attached hereto and incorporated herein. City will use reasonable
efforts to obtain recovery for such liabilities from all available
resources, including insurance, of the Company, or any other liable
party, including any liable hauler, liable disposal facility, or
liable conditionally exempt small quantity generators.
5. Insurance.
Jurisdiction will add the City, its officers, employees, and
agents, as an additional insured, on any of its liability insurance
policies, or on any public liability insurance pools in which
Jurisdiction participates, in an amount not to exceed $1,000,000,
for the liabilities for which indemnification is provided in
Paragraph 4 above. Policy endorsements or certificates of
insurance, in a form satisfactory to the City shall be provided to
City, which shall include a provision that such coverage shall not
be altered or terminated without thirty (30) days advance written
notice to City.
6. Term of Aareement and Termination.
(A) The term of this Agreement shall be for the period
commencing May 15, 1996, and ending on June 30, 1996, unless
terminated earlier as provided in Subparagraph (B) hereafter.
(B) This Agreement may be terminated by City or Jurisdiction
for cause upon giving thirty (30) days written notice to the other
party.
(C) Notwithstanding expiration of the term of this Agreement,
or termination of the Agreement, the Jurisdiction's indemnification
obligations set forth in Paragraph 4 shall survive and be allocated
according to the formula specified in such paragraph.
7. Notices.
Any notice or request required or permitted to be given under
this Agreement shall be given in writing and shall be deemed to
have been given when remitted in any of the following methods:
(A) deposited in the United States mail, first class, postage
prepaid, duly addressed, registered or certified, return receipt
requested, at the following addresses or at such other address as
is directed by either party by written notice given to the other as
provided in this Paragraph;
(B) personal delivery;
(C) facsimile transmission, upon written or facsimile
confirmation of receipt by the receiving party:
CITY OF SAN RAFAEL JURISDICTION
1400 Fifth Avenue Ross Valley Sanitary District
San Rafael, CA 94901 Attn: Ned J. Ongaro
Attn: City Manager District Manager
Fax: (415) 459-2242 2000 Larkspur Landing Circle
with a copy to: Larkspur, CA 94939
City Attorney at the
address above set
forth.
8. Arbitration.
Any dispute or controversy arising out of or in connection
with this Agreement, including the breach of this Agreement, shall
be submitted to and be determined and settled by arbitration in San
Rafael, California, by the American Arbitration Association, or
other mutually agreed upon arbitration firm, or arbitrator in
accordance with the Rules for Commercial Arbitration. If no
arbitrator can be agreed upon, the parties shall jointly request
the presiding judge of the Marin County Superior Court to appoint
an arbitrator. The cost of any such arbitration shall be borne
equally by the parties involved unless the arbitrator(s) deem such
3
division of cost to be inequitable, in which event the arbitra-
tor(s)
rbitra-
tors) may allocate the cost of arbitration among the parties
thereto, together with reasonable attorneys fees and costs, as
deemed just and equitable under the circumstances. This arbitration
provision is compulsory, at the request of either party, and the
judgment or award of the arbitrator(s) may be entered in any court
of competent jurisdiction.
9. Governina Law.
This Agreement shall be governed by and construed in accor-
dance with the laws of the State of California.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date set forth above.
"City"
ATTEST:
By: ,1(, '
ANNE M. L l�N IN
City Clerk
CITY OF SAN RAFAEL
By: 174-
4Z
74—
Z GOLT
Act' City Manager
"Jurisdiction" ROSS VALLEY SANITARY DISTRICT
By:
Its:
4
Exhibit "A"
The Jurisdiction's apportioned share of Liabilities shall be
calculated according to the following formula:
Liabilitv x Household Years of Jurisdiction,
Throuah Liabilitv Year.
Household Years of City, Jurisdiction, and other political
subdivisions participating in Household Hazardous Waste
Program through Liability Year.
Where "Liability" is the amount of liability asserted against
or imposed on the City by a governmental entity or other third
party arising out of or connected with the Household Hazardous
Waste Program activities, less any recoveries from the Company or
Company's insurance policies with respect to such liability.
Where "Liability Year" is the Year in which a liability is
asserted or imposed on the City by a governmental entity or other
third party arising out of or connected with the Household
Hazardous Waste Program activities.
Where "Household Years" is the sum of the Households in a
jurisdiction for every year that the jurisdiction has participated
in the Household Hazardous Waste Program through the Liability
Year, at the Permanent collection facility located at 565 Jacoby
Street. For example, if the number of households in Jurisdiction X
were 1000 in Year 1, and 1100 in Year 2, and 1200 in Year 3, and a
Liability was imposed on the City in Year 3, for purposes of
calculating Jurisdiction X's share of the liability, the numerator
in the above formula, "Household Years for Jurisdiction X Through
Liability Year" would be the sum of 1000, 1100, and 1200, which
would be 3300. The denominator in the above formula would be the
3300 Household Years for Jurisdiction X, plus the Household Years
for all of the other Jurisdictions that had participated through
the year of the Liability.
A political subdivision that has participated in the Household
Hazardous Waste Program in a year or years prior to the Liability
Year, but not in the Liability Year, will still share in the
Liability according to the formula above.
�I
INTERIM HAZARDOUS WASTE CONTRIBUTION AGREEMENT,
THIS AGREEMENT is entered into as of May 15, 1996, by and
between the City of San Rafael ("City"), Marin Recycling and
Resource Recovery Association ("Company"), and the Town of Ross
("Jurisdiction").
WHEREAS, the City has received a permit variance from the
California Department of Toxic Substances Control, permitting the
establishment of a permanent collection facility for household
hazardous waste ("HHW");
WHEREAS, the City has entered into a Hazardous Waste Collec-
tion Agreement, dated September 14, 1995, with Company, pursuant to
which Company will operate the permanent collection facility for
Household Hazardous Waste at 565 Jacoby Street in the City of San
Rafael ("Project site");
WHEREAS, the Jurisdiction desires the City to accept, and City
is willing to accept, on an interim basis, pending the execution of
a long-term agreement, the disposal at the Project Site of
Household Hazardous Waste generated within Jurisdiction's bound-
aries, subject to an agreement with respect to the sharing of
liabilities;
WHEREAS, the City is willing to administer this Interim
Agreement without payment of City administration costs and closure
costs, with the understanding that such costs shall be included in
any long-term agreement hereafter;
WHEREAS, the City Council of the City and the governing board
of the Jurisdiction, have given prior approval to enter into this
Agreement;
NOW, THEREFORE, in consideration of the mutual promises
contained in this Agreement, the parties agree as follows:
1. Definitions.
To the extent that any terms used herein are contained in the
definitions set forth in the aforementioned Hazardous Waste
Collection Agreement, such definitions are incorporated herein by
reference.
2. Acceptance and Manaaement of Household Hazardous Waste.
During the term of this Agreement, City and Company agree to
accept at the Project Site, during the hours of operation set from
time to time by the City, Household Hazardous Waste from persons
who reside in households located within the Jurisdiction.
1
3. Pavment of Household Hazardous Waste Operational, Administra-
tive and Closure Costs.
During the term of this Agreement, the parties agree that
Company shall assume responsibility for Jurisdiction's apportioned
share of the permanent collection facility operational costs,
including any costs related to the collection, storage, treatment,
recycling, transportation and disposal of household hazardous waste
accepted from residents of the Jurisdiction, provided that
Jurisdiction shall pay to City zero ($0) to cover City adminis-
trative costs, and related facility closure costs, the foregoing
payment shall be due and payable within zero ( 0 ) days after the
commencement of the term of this Agreement.
4. Indemnification for Liabilities.
Jurisdiction will indemnify City for Jurisdiction's appor-
tioned share of any liabilities incurred by the City in connection
with the collection, storage, treatment, recycling, transportation,
or disposal of Household Hazardous Waste under the City's Variance
permit, including but not limited to any demands, claims, actions,
or judgments for any bodily injury and property damage to third
parties caused by sudden accidental occurrences at the Project
Site, for any clean-up, remediation, and removal costs, for any
response costs, and for any damages to natural resources, together
with any related fines, penalties, court costs or attorney's fees.
Jurisdiction's apportioned share of any such liability will be
determined according to the formula set forth in Exhibit "A"
attached hereto and incorporated herein. City will use reasonable
efforts to obtain recovery for such liabilities from all available
resources, including insurance, of the Company, or any other liable
party, including any liable hauler, liable disposal facility, or
liable conditionally exempt small quantity generators.
5. Insurance.
Jurisdiction will add the City, its officers, employees, and
agents, as an additional insured, on any of its liability insurance
policies, or on any public liability insurance pools in which
Jurisdiction participates, in an amount not to exceed $1,000,000,
for the liabilities for which indemnification is provided in
Paragraph 4 above. Policy endorsements or certificates of
insurance, in a form satisfactory to the City shall be provided to
City, which shall include a provision that such coverage shall not
be altered or terminated without thirty (30) days advance written
notice to City.
6. Term of Aareement and Termination.
(A) The term of this Agreement shall be for the period
commencing May 15, 1996, and ending on June 30, 1996, unless
terminated earlier as provided in Subparagraph (B) hereafter.
E
(B) This Agreement may be terminated by City or Jurisdiction
for cause upon giving thirty (30) days written notice to the other
party.
(C) Notwithstanding expiration of the term of this Agreement,
or termination of the Agreement, the Jurisdiction's indemnification
obligations set forth in Paragraph 4 shall survive and be allocated
according to the formula specified in such paragraph.
7. Notices.
Any notice or request required or permitted to be given under
this Agreement shall be given in writing and shall be deemed to
have been given when remitted in any of the following methods:
(A) deposited in the United States mail, first class, postage
prepaid, duly addressed, registered or certified, return receipt
requested, at the following addresses or at such other address as
is directed by either party by written notice given to the other as
provided in this Paragraph;
(B) personal delivery;
(C) facsimile transmission, upon written or facsimile
confirmation of receipt by the receiving party:
CITY OF SAN RAFAEL
1400 Fifth Avenue
San Rafael, CA 94901
Attn: City Manager
Fax: (415) 459-2242
with a copy to:
City Attorney at the
address above set
forth.
8. Arbitration.
JURISDICTION
Town of Ross
Attn: Charlie Goodman
Mayor
31 Sir Francis Drake Blvd.
Ross, CA 94957
Any dispute or controversy arising out of or in connection
with this Agreement, including the breach of this Agreement, shall
be submitted to and be determined and settled by arbitration in San
Rafael, California, by the American Arbitration Association, or
other mutually agreed upon arbitration firm, or arbitrator in
accordance with the Rules for Commercial Arbitration. If no
arbitrator can be agreed upon, the parties shall jointly request
the presiding judge of the Marin County Superior Court to appoint
an arbitrator. The cost of any such arbitration shall be borne
equally by the parties involved unless the arbitrators) deem such
3
division of cost to be inequitable, in which event the arbitra-
tor(s)
rbitra-
tors) may allocate the cost of arbitration among the parties
thereto, together with reasonable attorneys fees and costs, as
deemed just and equitable under the circumstances. This arbitration
provision is compulsory, at the request of either party, and the
judgment or award of the arbitrator(s) may be entered in any court
of competent jurisdiction.
9. Governing Law.
This Agreement shall be governed by and construed in accor-
dance with the laws of the State of California.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date set forth above.
"City"
ATTEST:
By:� I
NE M. LEO SINI
City Clerk
CITY OF SAN RAFAEL
By
��� wt
SUZ GOLT
Acti City Manager
"Jurisdiction" TOWN OF ROSS
By:
Its:
4
INTERIM HAZARDOUS WASTE CONTRIBUTION AGREEMENT
THIS AGREEMENT is entered into as of May 15, 1996, by and
between the City of San Rafael ("City"), Marin Recycling and
Resource Recovery Association ("Company"), and Las Gallinas Valley
Sanitary District ("Jurisdiction").
WHEREAS, the City has received a permit variance from the
California Department of Toxic Substances Control, permitting the
establishment of a permanent collection facility for household
hazardous waste ("HHW");
WHEREAS, the City has entered into a Hazardous Waste Collec-
tion Agreement, dated September 14, 1995, with Company, pursuant to
which Company will operate the permanent collection facility for
Household Hazardous Waste at 565 Jacoby Street in the City of San
Rafael ("Project site");
WHEREAS, the Jurisdiction desires the City to accept, and City
is willing to accept, on an interim basis, pending the execution of
a long-term agreement, the disposal at the Project Site of
Household Hazardous Waste generated within Jurisdiction's bound-
aries, subject to an agreement with respect to the sharing of
liabilities;
WHEREAS, the City is willing to administer this Interim
Agreement without payment of City administration costs and closure
costs, with the understanding that such costs shall be included in
any long-term agreement hereafter;
WHEREAS, the City Council of the City and the governing board
of the Jurisdiction, have given prior approval to enter into this
Agreement;
NOW, THEREFORE, in consideration of the mutual promises
contained in this Agreement, the parties agree as follows:
1. Definitions.
To the extent that any terms used herein are contained in the
definitions set forth in the aforementioned Hazardous Waste
Collection Agreement, such definitions are incorporated herein by
reference.
2. Acceptance and Management of Household Hazardous Waste.
During the term of this Agreement, City and Company agree to
accept at the Project Site, during the hours of operation set from
time to time by the City, Household Hazardous Waste from persons
who reside in households located within the Jurisdiction.
1
3. Pavment of Household Hazardous Waste Operational. Administra-
tive and Closure Costs.
During the term of this Agreement, the parties agree that
Company shall assume responsibility for Jurisdiction's apportioned
share of the permanent collection facility operational costs,
including any costs related to the collection, storage, treatment,
recycling, transportation and disposal of household hazardous waste
accepted from residents of the Jurisdiction, provided that
Jurisdiction shall pay to City zero ($0) to cover City adminis-
trative costs, and related facility closure costs, the foregoing
payment shall be due and payable within zero (0) days after the
commencement of the term of this Agreement.
4. Indemnification for Liabilities.
Jurisdiction will indemnify City for Jurisdiction's appor-
tioned share of any liabilities incurred by the City in connection
with the collection, storage, treatment, recycling, transportation,
or disposal of Household Hazardous Waste under the City's Variance
permit, including but not limited to any demands, claims, actions,
or judgments for any bodily injury and property damage to third
parties caused by sudden accidental occurrences at the Project
Site, for any clean-up, remediation, and removal costs, for any
response costs, and for any damages to natural resources, together
with any related fines, penalties, court costs or attorney's fees.
Jurisdiction's apportioned share of any such liability will be
determined according to the formula set forth in Exhibit "A"
attached hereto and incorporated herein. City will use reasonable
efforts to obtain recovery for such liabilities from all available
resources, including insurance, of the Company, or any other liable
party, including any liable hauler, liable disposal facility, or
liable conditionally exempt small quantity generators.
5. Insurance.
Jurisdiction will add the City, its officers, employees, and
agents, as an additional insured, on any of its liability insurance
policies, or on any public liability insurance pools in which
Jurisdiction participates, in an amount not to exceed $1,000,000,
for the liabilities for which indemnification is provided in
Paragraph 4 above. Policy endorsements or certificates of
insurance, in a form satisfactory to the City shall be provided to
City, which shall include a provision that such coverage shall not
be altered or terminated without thirty (30) days advance written
notice to City.
6. Term of Aareement and Termination.
(A) The term of this Agreement shall be for the period
commencing May 15, 1996, and ending on June 30, 1996, unless
terminated earlier as provided in Subparagraph (B) hereafter.
2
(B) This Agreement may be terminated by City or Jurisdiction
for cause upon giving thirty (30) days written notice to the other
party.
(C) Notwithstanding expiration of the term of this Agreement,
or termination of the Agreement, the Jurisdiction's indemnification
obligations set forth in Paragraph 4 shall survive and be allocated
according to the formula specified in such paragraph.
7. Notices.
Any notice or request required or permitted to be given under
this Agreement shall be given in writing and shall be deemed to
have been given when remitted in any of the following methods:
(A) deposited in the United States mail, first class, postage
prepaid, duly addressed, registered or certified, return receipt
requested, at the following addresses or at such other address as
is directed by either party by written notice given to the other as
provided in this Paragraph;
(B) personal delivery;
(C) facsimile transmission, upon written or facsimile
confirmation of receipt by the receiving party:
CITY OF SAN RAFAEL
1400 Fifth Avenue
San Rafael, CA 94901
Attn: City Manager
Fax: (415) 459-2242
with a copy to:
City Attorney at the
address above set
forth.
8. Arbitration.
JURISDICTION
Las Gallinas Valley Sanitary District
Attn: District Manager
300 Smith Ranch Road
San Rafael, CA 94903
Any dispute or controversy arising out of or in connection
with this Agreement, including the breach of this Agreement, shall
be submitted to and be determined and settled by arbitration in San
Rafael, California, by the American Arbitration Association, or
other mutually agreed upon arbitration firm, or arbitrator in
accordance with the Rules for Commercial Arbitration. If no
arbitrator can be agreed upon, the parties shall jointly request
the presiding judge of the Marin County Superior Court to appoint
an arbitrator. The cost of any such arbitration shall be borne
equally by the parties involved unless the arbitrators) deem such
3
division of cost to be inequitable, in which event the arbitra-
tor(s)
rbitra-
tors) may allocate the cost of arbitration among the parties
thereto, together with reasonable attorneys fees and costs, as
deemed just and equitable under the circumstances. This arbitration
provision is compulsory, at the request of either party, and the
judgment or award of the arbitrator(s) may be entered in any court
of competent jurisdiction.
9. Governina Law.
This Agreement shall be governed by and construed in accor-
dance with the laws of the State of California.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date set forth above.
"City"
ATTEST:
By: h,, "
NE M . L 0
City Clerk
"Jurisdiction"
CITY OF SAN RAFAEL
By: �6
ZAN GOLT
Acti City Manager
By:
Its:
4
LAS GALLINAS VALLEY SANITARY
DISTRICT
Exhibit "A"
The Jurisdiction's apportioned share of Liabilities shall be
calculated according to the following formula:
Liabilitv x Household Years of Jurisdiction,
Throuah Liabilitv Year.
Household Years of City, Jurisdiction, and other political
subdivisions participating in Household Hazardous Waste
Program through Liability Year.
Where "Liability" is the amount of liability asserted against
or imposed on the City by a governmental entity or other third
party arising out of or connected with the Household Hazardous
Waste Program activities, less any recoveries from the Company or
Company's insurance policies with respect to such liability.
Where "Liability Year" is the Year in which a liability is
asserted or imposed on the City by a governmental entity or other
third party arising out of or connected with the Household
Hazardous Waste Program activities.
Where "Household Years" is the sum of the Households in a
jurisdiction for every year that the jurisdiction has participated
in the Household Hazardous Waste Program through the Liability
Year, at the Permanent collection facility located at 565 Jacoby
Street. For example, if the number of households in Jurisdiction X
were 1000 in Year 1, and 1100 in Year 2, and 1200 in Year 3, and a
Liability was imposed on the City in Year 3, for purposes of
calculating Jurisdiction X's share of the liability, the numerator
in the above formula, "Household Years for Jurisdiction X Through
Liability Year" would be the sum of 1000, 1100, and 1200, which
would be 3300. The denominator in the above formula would be the
3300 Household Years for Jurisdiction X, plus the Household Years
for all of the other Jurisdictions that had participated through
the year of the Liability.
A political subdivision that
Hazardous Waste Program in a year
Year, but not in the Liability
Liability according to the formul
5
a
has participated in the Household
or years prior to the Liability
Year, will still share in the
above.