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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.