South Valley Disposal - 1984 Franchise Agreement
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AGREEMENT
THIS AGREEMENT, made and entered into this 19th day of
Harch , 1984, by and between the CITY OF GILROY, a
municipal corporation, in the County of Santa Clara, State of California,
hereinafter designated as "CITY", Party of the First Part, and SOUTH
VALLEY REFUSE DISPOSAL, INC., a California corporation, Party of the
Second Part, hereinafter sometimes designated as "CONTRACTOR."
WIT N E SSE T H:
That Whereas, the parties hereto have heretofore entered into an
agreement or contract by the provisions of which the party of the second
part has the exclusive right, priviliege, franchise and obligation to
collect, transport and dispose of the garbage and refuse produced in the
City of Gilroy; and
\~hereas, the CITY regulates the collection and disposal of garbage,
refuse and waste matter to protect the physical health and safety of its
inhabitants; and
Whereas,the CITY has exanimed and found the performance and services
provided by CONTRACT to inhabitants of CITY under an agreement since
December 12, 1969, to have been satisfactory; and
Whereas, the City Council of CITY hereby determines that the public
interest and convenience and the physical health and safety of its in-
habitants require the entering into of the within agreement; and
Whereas, the CITY and CONTRACTOR desire to enter into a new agree-
ment providing continuation by CONTPACTOR of the collection and disposal of
solid waste matter accumulated in the City of Gilroy; and
Whereas, the said agreement will expire on the 12th day of December,
1984, and the parties hereto desire to renew the said agreement as of that
date and provide for the mutual rights and obligations of the parties
hereto thereunder.
NOW THEREFORE, IT IS AGREED by and between the parties hereto as
follows:
I. That the said CONTPACTOR shall have and is hereby given the
exclusive right, privilege and franchise of collecting the garbage and
refuse as the said terms are defined in Section 12.1 of the Gilroy City
Code, and all offal and debris, produced and accumulated, for the period
of twenty (20) years from and after the 12th day of December, 1984, subject
to the right of CITY to terminate the said rights of CONTRACTOR for breach
of this agreement as hereinafter provided.
II. During the fifth, tenth and fifteenth years, respectively,
of the term of this agreement, an audit of the performance of CONTRACTOR
(herein called the "Performance Audit") shall be conducted as set forth
as follows:
A. The performance audit shall:
1. be performed by a qualified firm to be selected by CITY.
2. be totally paid for by CONTRACTOR as part of its operating
costs; and
3. address all appropriate areas including, but not limited
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to the following areas and shall provide specific
recommendations for improvement in each area, namely:
a. Overall organizational structure and management
systems and procedures.
b. Efficiency of collection operations, including any
analysis of routes, schedules and the impact of
franchise requirements.
c. Staffing practices, including the deployment of
management and supervisory personnel.
d. Financial management practices, including the
CONTRACTOR's billing and collection system and
its policies with regard to uncollected accounts.
e. Personnel management practices, including compensa-
tion policies and the resolution of employee
grievances.
f. Procedures for receiving and resolving customer
complaints and concerns, including damage to
customer-owned containers and disappearance of
container covers.
g. Procedures for the acquisition, maintenance and
replacement of equipment, types of equipment,
rationale for recent capital investments, and
financing options.
h. Utilization and management of facilities.
B. If after the City Council of CITY has reviewed a particular
Performance Audit and has considered any evidence presented
by CONTRACTOR in connection therewith, the Council determines
to its satisfaction that all covenants, provisions, terms,
and conditions of this Agreement on the part of CONTRACTOR
to be performed, kept and observed, have not been fully and
faithfully performed, kept and observed, then this Agreement
may be terminated by CITY at its option and without prejudice
to any other remedy to which it may be entitled to either at
law, in equity, or under this Agreement by giving written
notice of termination either by mail or personal service to
CONTRACTOR not less than thirty (30) days prior to the date
upon which the termination is to become effective. This right
of termination shall be in addition to the right of CITY to
terminate this Agreement under the provisions of Section X
hereof.
C. In connection, with the review of a particular Performance
Audit, CITY reserves the right to propose any amendment or
amendments of this Agreement which the City Council of CITY
determines to be necessary by reason of the findings or results
of the Performance Audit to carry out the intent of the terms
and conditions of this Agreement.
III. That CONTRACTOR agrees to use its best endeavors to make
collection of the said garbage and refuse in accordance with the provisions
of Articles 1 and 2 of Chapter 12 of the Gilroy City Code, and to perform
the obligation of making the said collection diligently and systemati-
cally, and to provide the necessary equipment therefor.
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.~' IV. The rates to be charged by CONTRACTOR for making the said
collections of garbage and refuse, including garden refuse, shall be
fixed by Council resolution.
V. CONTRACTOR, without any cost to CITY for such use, shall
dispose of the garbage and refuse collected under the provisions of this
Agreement in the landfill area owned by CONTRACTOR, east of Pacheco Pass
Road opposite the intersection therewith of Bloomfield Avenue. If
CONTRACTOR decides to sell the permitted landfill, CONTRACTOR grants to
CITY exclusive first right of refusal to match any bona fide offer to
purchase within 60 days of offer.
VI. CONTRACTOR also agrees, as a part of the consideration for
the awarding to it of the right, franchise and privilege for collecting
garbage in the City of Gilroy, to collect for CITY, without any charge,
refuse from all CITY premises, buildings and installations, including
but not limited to the Library, City Parks, City garbage cans, if any,
along City streets, municipal buildings, and the City Hall building.
VII. The parties hereto do further agree that CITY shall make the
collections for the garbage, refuse and rubbish disposal services per-
formed by CONTRACTOR and, as a part of CITY's collection system, it
shall bill monthly, as a separate item on the usual CITY's utility bill
or statement, a charge for all garbage, refuse and rubbish service per-
formed by CONTRACTOR, and as the garbage, refuse and rubbish service
collections are received by CITY, it shall deposit the same with other
CITY funds and, by the 10th day of each month, issue its check to CON-
TRACTOR for all money collected for the garbage collection service
during the previous month.
VIII. CONTRACTOR further agrees that on or before the 10th of each
month, it will pay to CITY ten percent (10%) of all collections made
by CITY during the previous month for said garbage collections made by
CONTRACTOR. It further agrees that it will inform the Collection Divi-
sion of the Department of Finance of the CITY of all billings for special
customer services performed by CONTRACTOR prior to the 20th day of the
month so that these may be billed by the 1st of the following month,
and call at the CITY administrative offices daily to obtain information
on requests for garbage disposal service or discontinuances thereof.
CONTRACTOR shall furthermore investigate all complaints on garbage,
refuse, and other collection services and inform the Collection Division
of the CITY of the disposition of each complaint. If, by mutual agree-
ment of both parties, CONTRACTOR bills and collects any or all charges,
CONTRACTOR will remit to CITY five percent (5%) of gross dollars collected.
IX. It is agreed that CITY will not be held responsible for any
unpaid accounts for the garbage, refuse, and other collection services
rendered by the party of the second part.
X. Should CONTRACTOR fail, refuse, or neglect to provide satis-
factory service or equipment in the making of the garbage and refuse
collections provided for in this Agreement, CITY may, at its option,
terminate this Agreement after giving thirty (30) days' notice.
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XI. CONTRACTOR agrees that it will not transfer or assign any
right or privilege arising out of this Agreement or its interest in the
Agreement, nor will any party transfer his interest therein without
written consent of CITY being first obtained. However, CONTRACTOR may
sub-contract certain areas of refuse collection, if written consent is
granted by CITY first.
XII. CONTRACTOR agrees to carry, during the life of this Agree-
ment, public liability and property damage insurance in the limits of
$1,000,000.00 and $1,000,000.00 respectively, with both types of insurance
protecting CITY as well as CO~TRACTOR, and CONTRACTOR further agrees to
hold CITY harmless from any damage or claims for damage arising out of
the operations of CO~TRACTOR in carrying out the provisions of this
Agreement or because of non-performance by it of any obligation placed
upon it by this Agreement.
XIII. In the event of a strike of CONTRACTOR's employees, it is
agreed that CITY personnel can be used to provide emergency garbage
service. During such period of emergency, CONTRACTOR shall pay to CITY
a sum equal to the payroll cost, including all fringe benefits, of all
CITY personnel so employed, plus an additional ten percent (10%) thereof
to defray administrative costs.
XIV. It is understood and agreed that this present Agreement
supercedes the Agreements heretofore made between CITY and CONTRACTOR
relating to the collection and disposal of garbage, debris and other
matter to be collected by CONTRACTOR, and that this Agreement is
intended to cover the full understanding of the parties to the contract.
XV. All rights, legal title, and interest in and to all solid
waste from all sources within the service area shall be passed to CON-
TRACTOR upon collection and transportation of the waste. CONTRACTOR
will utilize their best efforts to implement and maintain waste recovery
or recycling programs. CONTRACTOR shall have the first right and option
and right of first refusal for the recycling of any type of material in
CONTRACTOR's service area. However, if CONTRACTOR chooses not to recycle
a type of material which CITY deems recyclable, CITY may, at its option,
cause or implement independent recycling programs to handle said waste.
XVI. CONTRACTOR shall provide unlimited pickup service for resi-
dences, and there shall be no charge for solid waste hauling for the
CITY sponsored once a year Spring Clean Up Day.
XVII. Disaster Assistance
A. In the event of wartime, natural, physical or other disaster
in or proximate to the city limits resulting in the declara-
tion of a State of Emergency by the duly authorized authority
or City Council, CONTRACTOR shall make available to CITY, at
no cost to CITY, all trucks, equipment and personnel normally
performing services under this Agreement, for emergency
operations conducted or directed by CITY's emergencyorganiza-
tion.
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B. CITY shall have the right to take possession of all such
equipment provided by CONTRACTOR and to temporarily employ
all CONTRACTOR's personnel so provided as emergency operation
forces of CITY, under the direction and control of CITY's
disaster operation chief.
C. CONTRACTOR shall make available, in addition to the equipment
and personnel above, equipment and personnel from those
CONTRACTOR operations and resources not serving CITY, to the
extent necessary to conduct effective refuse, waste and debris
removal during any declared State of Emergency to the specifi-
cations of the Disaster Operations Chief.
IN WITNESS WHEREOF, the parties hereto have hereunto set their
hands the day and year first above written.
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By:
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