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HomeMy WebLinkAboutResolution No. 7653RESOLUTION NO. 7653 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AZUSA APPROVING AN AGREEMENT ENTITLED "AGREEMENT BETWEEN CITY OF AZUSA AND WESTERN DISPOSAL, INC. FOR COLLECTION OF COMMERCIAL AND INDUSTRIAL GARBAGE AND RUBBISH 'IN THE CITY OF AZUSA" DATED FEBRUARY 4, 1985 WHEREAS, the City is authorized to provide for the collection of garbage and rubbish within the City by exclusive agreement; WHEREAS, the City and Western Disposal, Inc., originally entered into'an agreement on February 4, 1980 for the exclusive collection by Western Disposal of commercial and industrial garbage and refuse within the City and have now renegotiated certain provisions of that agreement. pursuant to the provisions of Paragraph 12 thereof; WHEREAS, it is the intent of the City and Western Disposal in entering into the agreement dated January 21, 1985 to implement the negotiated revisions and to integrate the terms of the original agreement and the revisions into the new agreement; WHEREAS, the City Council finds and declares that for the purpose of insuring the continued protection and preservation of the public health, welfare and convenience of the people of the City, it is advisable to provide for the collection of commercial and industrial garbage and rubbish within the City by an exclusive contract with Western Disposal, Inc.; WHEREAS, this action is statutorily exempt from the provisions of the California Environmental Quality Act pursuant to Public Resources Code Sections 21083 and 21087 and Section 15273 of the CEQA Guidelines in that the Council finds and determines that the revenue from the fees set by this resolution will be used for the purpose of meeting increased operating expenses for the service required by the increase in rates of the disposal contractor, and that revenue from said fees will not be used to specifically fund capital projects. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF AZUSA AS FOLLOWS: SECTION 1. The City Council of the City of Azusa hereby approves that certain agreement entitled "Agreement Between the City of Azusa and Western Disposal Company, Inc., For Collection of Commercial and Industrial Garbage and Rubbish in the City of Azusa," dated February 4, 1985, and authorizes the Mayor to execute said agreement on behalf of the City in substantially the form of the agreement attached hereto as Exhibit "A." SECTION 2. Resolution 7648 approved January 21, 1985, is hereby repealed and the approval fo the contract referred to therein is hereby rescinded. El SECTION 3. The City Clerk shall certify the adoption of this resolution. PASSED, APPROVED AND ADOPTED this 4th day of February, 1985. MAYOR I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the City Council of the City of Azusa, at a regular meeting thereof, held on the 4th day of February , 1985, by the following vote of the Council: AYES: COUNCIL MEMBERS: NOES: ARRRMT- COUNCIL MEMBERS: COOK, CAMARENA, MOSES NONE rofim TT MRMRFDC. PVTT7 TATTA -2- AGREEMENT BETWEEN CITY OF AZUSA AND WESTERN DISPOSAL, COMPANY, INC. FOR COLLECTION OF COMMERCIAL AND INDUSTRIAL GARBAGE AND RUBBISH IN THE CITY OF AZUSA THIS AGREEMENT, is made and entered into as of the 4th day of February, 1985, by and between the CITY OF AZUSA, a municipal corporation, hereinafter referred to as "the City", and WESTERN DISPOSAL COMPANY, a California corporation, hereinafter referred to as "Contractor" with respect to the following facts: A. Chapter 7.08 of Title 7 of the Azusa Municipal Code defines and regulates the collection of garbage and and rubbish within the City, and B. The City is authorized to provide for the collection of garbage and rubbish within the City by exclusive contract, and C. The City, for the purpose of insuring the continued protection and preservation of the public health, welfare and convenience of the people of the City, deems it advisable to provide for the collection of commercial & industrial garbage and rubbish within the City by this exclusive contract with the Western Disposal Company, and D. The City and the Contractor have entered into an existing contract for the collection of residential garbage and rubbish within the City and dated as of the 1st day of July, 1968, as amended and extended from time to time. Said residential refuse contract shall continue and 0 0 shall be unaffected by this commercial -industrial contract unless expressly so provided herein; E. It is mutually advantageousto the City and the inhabitants thereof as well as the Contractor that this Agreement for the collection of commercial and industrial refuse be entered into thereby granting to Contractor the exclusive right to collect all refuse within the City except as may be expressly authorized by permit of the City Council pursuant to the terms of this Agreement. F. The City and Contractor originally entered into this Agreement on February 4, 1980 and have now renego- tiated certain provisions of this Agreement pursuant to the provisions of Paragraph 12. It is the intent of the City and Contractor in entering into this Agreement to implement the negotiated revisions and to integrate the terms of original Agreement and the revisions into this Agreement. NOW; THEREFORE, in consideration of the premises and of the convenants and conditions hereinafter contained, the City and the Contractor mutually agree as follows: 1. Whenever any term used in this Agreement has been defined by the provisions of Chapter 7.08 of Title 7 of the Azusa Municipal Code, the definitions contained in said Code shall govern the meaning,of such words for the purpose of this Agreement, unless any such word is otherwise specifically defined herein or unless it is -2- obvious from the context hereof that another meaning is necessarily intended. 2. The Contractor agrees to collect and gather, from and after the 1st day of July, 1980, all commercial and industrial garbage and rubbish from every premise in the City the owner of which desires to have the same removed, at prices no greater than and at intervals no less frequent than those established by the terms of this Agreement and in compliance with the provisions of aforesaid Chapter 7.08 of Title 7 of the Azusa Municipal Code. The maximum rates to be charged by the Contractor and the intervals of collec- tion shall be as specified in Exhibit "A" attached hereto and incorporated herein by reference. 3. The City hereby grants unto the Contractor and the Contractor shall have throughout the duration of this Agreement the exclusive right to engage in the business of collecting commercial and industrial garbage and rubbish within the boundaries of the City as the same now exist, and within any territory annexed to the City hereafter except to the extent that collection within such territory annexed would be unlawful or violate the legal rights of another person, subject to the right of the City Council to permit commercial or industrial garbage and rubbish collection under circumstances and during period considered appropriate by the City Council in the area annexed as provided hereinafter. -3- 0 0 Unless Contractor acquires or has acquired the collection rights of any other person then collecting garbage or rubbish within any annexed territory at the time such annexation is effective, said exclusive right in each annexed territory shall commence ninety (90) days after each such annexation is completed, provided that if the City determines to the contrary by majority vote of its Council within said ninety (90) day period, such determina- tion shall prevail. 4. All garbage and rubbish collected by the Contractor within the City shall become the property of the Contractor at the time the same is collected or gathered by the Contractor, and the Contractor agrees promptly to dispose of all garbage and rubbish collected or gathered within the City at a disposal site located either inside or outside of the City. S. The Contractor agrees that all of its employees while engaged in the collection or gathering of garbage or rubbish within the City shall be attired in suitable and acceptable uniforms approved by the City. 6. The Contractor agrees to maintain each piece of equipment used by him in the performance of this agreement in good order and repair. All trucks used for the collection of garbage shall be equipped with water -tight steel boxes, and each of said garbage trucks shall be covered with a closefitting cover which shall be maintained -4- 0 0 in place at all times during transit to prevent the spilling or dropping of garbage and rubbish upon the streets. All garbage and rubbish spilled by the employees of the Contractor on any street, alley, public way or private land in the loading or transportation thereof shall be immediately cleaned up and removed by the Contractor's employees. In handling all privately owned garbage and rubbish containers, and all damage caused thereto by the negligence or careless- ness of the Contractor's employees shall be promptly adjusted with the owner thereof. All receptacle covers, and all garbage and rubbish receptacles after emptying thereof by the Contractor's employees, shall be replaced within 5 feet of the location from which the same were picked up by the Contractor's employees, but shall not be deposited in any driveway or street. Any material that is rejected for pick up must be adequately tagged by the Contractor or his employees so that the customer may be informed of the reason for rejection. 7. In consideration for the services and promises of the Contractor, the City hereby delegates to the Contractor the right and authority to collect from the commercial and industrial accounts served by the Contractor the. prices for such service as established by this Agreement. The Contractor agrees that it shall neither charge nor collect, for any garbage or'rubbish collection made pursuant to this -5- 0 0 contract, any sum or sums in excess of the amounts specified in this agreement. The Contractor agrees that the City shall be under no obligation to collect or to enforce collection of any sums due to the Contractor for commercial or industrial refuse collection services rendered under this Agreement except as specifically provided in this agreement or in Azusa [Municipal Code, and the Contractor does hereby release the City for any and all liability for the payment of any sum or sums which may become due to the Contractor for the collection or removal of commercial or industrial garbage or rubbish under the terms of this agreement. The Contractor shall have the right to bill and collect for its commercial and industrial services monthly in advance of the rendition of services hereunder, but shall refund any unused portion of the amount collected in the event of termination of the services. 8. The Contractor agrees to furnish, at its sole expense, all trucks, equipment and labor necessary to perform the provisions of this agreement by the Contractor to be performed. The Contractor agrees to procure and to maintain in full force and effect throughout the duration of this agreement public liability insurance with a maximum of $1,000,000.00 in coverage for any one accident, and $100,000.00 property damage in any one accident, with the City named as co-insured, and the Contractor shall cause to be filed with the City certificates of insurance in such 0 0 amount issued by the carrier thereof. The provision of this insurance coverage shall satisfy the requirement separately provided for in the contract for residential refuse service. The Contractor agrees to defend, indemnify and hold the City free and harmless form all claims, demands and causes of action for injuries to or death of persons or damage to property and to reimburse the City for any damage to City property caused or resulting from the performance of this agreement by the Contractor, its agents and employees. 9. The Contractor agrees to pay to the City five percent (58) of the sums collected by the Contractor for the services rendered pursuant to this Agreement during each fiscal year ending June 30, or fraction thereof that this agreement is in effect. Said sum shall be payable as follows: Seven Hundred Dollars ($700.00) per month on or before the 15th day of each calendar month throughout the duration of this agreement. Quarterly, within 30 days following March 31, June 30, September 30, and December 31 of every calendar year, and within 30 days after the expiration of the term of this Agreement, the Contractor shall submit to the City a true, correct and complete financial statement in writing, of the Contractor's total collections during the preceding quarter year of sums charged for services rendered as -7- 0 0 provided in this Agreement for accounts within the City of Azusa, and with such statement the Contractor shall remit to the City a sum which, together with the montly payments theretofore made by the Contractor to the City during the quarter covered by such statement, will equal the percentage of the gross collection of service fees collected by the Contractor due to the City under the terms of this paragraph. on or before November 15 of each year an audit shall be performed certified by a certified public accountant and submitted to the City on the Contractors financial records relating to this Agreement verifying Contractor compliance with this Agreement. This audit shall be performed by auditors selected by City but whose fees and costs shall be paid by the Contractor. The sums herein agreed to be paid to the City by the Contractor shall be in addition to any and all other general business license, truck license, or other license fees or taxes charged, assessed, levied or collected by the City and to any ad valorem taxes upon any real or personal property of the Contractor subject to ad valorem taxation by the City. The City shall have the right to inspect the financial records of the Contractor relating to this Agreement during business hours at the Contractor's place of business, but such inspection shall not be so conducted as to unreasonably interfere with the Contractor's necessary use of its financial records. W -Z 10. Concurrent with the execution hereof, the bond in the amount of Ten Thousand Dollars ($10,000.00) approved as to form by the City Attorney of the City, guaranteeing Contractor's faithful performance of the terms hereof by it to be performed, and the Contractor shall maintain such bond in effect throughout the duration of this Agreement. Satisfaction of the surety bond requirement as set forth in this paragraph shall be considered sufficient compliance with the similar requirement of the residential refuse contract. In the event the Contractor fails or refuses to perform any material provision of the within Agreement, unless such failure or refusal is due to the Contractor's inability to perform the same by reason of public calamity, strike, war, prohibition by governmental authority, or other causes beyond the Contractor's control, the City may give to the Contractor at least 10 days' written notice of such default by the Contractor which notice shall specify precisely the items wherein the Contractor fails or refuses to perform any material provision of the Agreement. Upon the failure or refusal of the Contractor to cure its default with respect to such items thus specified within the time specified in such written notice, the City may then terminate the written Agreement and may declare the amount of said bond forfeited to the City. In addition to the forfeiture of said bond, in I 0 0 case of termination of this Agreement as provided in this paragraph, and in any event if Contractor shall fail or be unable to perform its services under the Agreement, the City shall have the option and right to use the trucks and equipment of the Contractor for the purpose of collecting and removing garbage and rubbish for a period of ninety (90) days after such termination, or until such failure or inability to perform has ended but not exceeding ninety (90) days. If the City thus uses the trucks and equipment of the Contractor, it shall pay to the Contractor the reasonable rental values thereof, including depreciation and insurance costs as determined by the books of the Contractor, and within ninety (90) days the City shall return all such trucks and equipment to the Contractor in as good condition and state of repair as when received by the City, reasonable wear and tear from normal usage excepted. 11. It is expressly understood and agreed that the Contractor shall act as an independent contractor in the performance of the within agreement and shall not be subject to the direction of the City as to the manner in which said work is to be performed, other than inspection by the City to insure that the terms hereof are performed by the Contractor. The Contractor further agrees that at least fifty-one per cent (51%) of its corporate stock shall, at all times throughout this Agreement, continue to -10- 0 • be owned by Bobken Hartunian, unless the City agrees in writing otherwise. 12. This Agreement shall be in effect from and after the date hereof to and including August 31, 1992, provided, however, that on or after the 1st day of July, 1982, and at the end of each two-year period thereafter, either party hereto may request a complete reivew of the terms of this Agreement including the percentage payable by the Contractor to the City of the sums collected by the Contractor for the services rendered pursuant to this Agreement as provided for in Section 9 hereof and of the fees to be collected by the Contractor for the collection of garbage and rubbish pursuant to the terms of this Agreement. If the parties hereto do not agree in writing upon any revision requested as a result of such review, the party requesting such revision may terminate the within Agreement by giving written notice of termination, such termination to be effective six (6) months after the date of the notice. 13. Any notice required to be given under this Agreement shall be given by placing such notice in the United States mail, postage prepaid, addressed as follows: In the case of the notice to the Contractor: Western Disposal Company 1017 West Gladstone Azusa, California -11- In the case of Notice to the City: City of Azusa Azusa City Hall 213 East Foothill Azusa, California Attention: City Administrator or to such other address as may be indicated by notice in writing. 14. The within Agreement supersedes and cancels all prior agreements heretofore in effect between the parties concerning the subject matter hereof, and shall operate as a discharge of all future obligations of either party under any contracts thus superseded. -12- IN WITNESS WHEREOF, the City and the Contractor have caused the within agreement to be executed by their respective officers thereunto duly authorized. CITY OF AZUSA A Municipal Corporation BY:- Je i r %YL/Y1J�t-� YGWNE F. MOSES MAYOR ATTEST: ADOLPH SOLIS CITY CLERK APPROVED AS TO FORM: WESTERN DISPOSAL COMPANY B Y : XIA BOBKEN HAR UNIAN PRESIDENT -13- PETER M. THORSON CITY ATTORNEY WESTERN DISPOSAL COMPANY B Y : XIA BOBKEN HAR UNIAN PRESIDENT -13-