2014/10/28 City Council Resolution 2014-134WHEREAS; the City • Rohnert Park has for many years disposed • its waste at th-
1 • operated • the County • Sonoma;
WHEREAS; the City of Rohnert Park and other cities within the County and the County of
Sonoma have worked together over the past nine years to develop a solution to the long term solid
waste issues in the County with the goal • maintaining an in county landfill;
WHEREAS, • December 8, 2009, the County formed a Solid Waste Advisory Group
(SWAG) comprised • two members • the Board • Supervisors, and one City Council Member
from each city in Sonoiria County, to establish and open a transparent process and make
recommendations on solid waste system planning and operations;
81"WAIMM d 61 Oft's Wa's N Ly"M
WHEREAS, the City of Rohnert Park and the other cities within the County and Republic
Services of Sonorna County (Republic), the private party operating the facility, have negotiated the
WHEREAS, staff has determined that the CENTRAL DISPOSAL SITE AND FORME
LANDFILLS SETTLEMENT AGREEMENT and the COMMITTED CITIES CONTINGENT
FUND are exempt from CEQA review in that staff finds that it can be seen with certainty that the
is no possibility that the execution of these agreements could have a significant effect on the
environment. I
20l4-l34
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Rohnert
Park that it does hereby approve and authorize the City Manager to execute the CENTRAL
DISPOSAL SITE AND FORMER LANDFILLS SETTLEMENT AGREEMENT with the County
of Sonoma, attached hereto in substantially the same form as Exhibit A, subject to approval as to
form by the City Attorney.
BE IT FURTHER RESOLVED that the City Manager is hereby authorized and directed to
execute documents pertaining to same for and on behalf of the City of Rohnert Park.
BE IT FURTHER RESOLVED that the City Council hereby finds that the Central Site
FEIR and Reopening Addendum adequately analyzed all potentially significant impacts associated
with the WASTE DELIVERY AGREEMENT, and further finds that all potentially significant
environmental impacts will be mitigated to less than significant with the adoption and implementation
of the mitigation measures adopted by, and which are within the jurisdiction of, the County as part of
the Central Site Improvement Project, excepting those impacts for which the County adopted
statements of overriding consideration, and to the extent that the approval of the WASTE
DELIVERY AGREEMENT will contribute to the unmitigated environmental impacts identified by
the County, the Council hereby concurs with and adopts the statements of overriding consideration
adopted by the County in connection with the Central Site Improvement Project.
BE IT FURTHER RESOLVED that the Council of the City of Rohnert Park approves and
authorizes the City Manager to execute the WASTE DELIVERY AGREEMENT with Republic
Services of Sonoma County, attached hereto in substantially the same form as Exhibit B, subject to
approval as to form by the City Attorney.
BE IT FURTHER RESOLVED that the Council of the City of Rohnert Park approves and
authorizes the City Manager to execute the COMMITTED CITIES CONTINGENT LIABILITY
FUND AGREEMENT with the other cities in Sonoma County, attached hereto in substantially the
same form as Exhibit C, subject to approval as to form by the City Attorney.
DULY AND REGULARLY ADOPTED this 28t" day of October, 2014.
ATTEST:
-�� °..nne M.m.Buerler i� Cl ,;;..
� �g ' y c1
�.._.� Joseph] ,„ -�
��llin�in .� /ki yor
ub�Ne6tT PaG; 111�%
d p ry
re+l�ms air rim r'
x
w
w ,
Attachments: Exhibit A -Central Disposal Site and I`O
cttlement Agreement
Exhibit B - Waste Delivery Agreement
Exhibit C - Committed Cities Contingent Liability Fund Agreement
BELFORTE: MACKENZIE: ' �'Q_ STAFFORD: AHANOTU: CALLINAN:1
AYES: ( 5 ) 140ES: ( Q ) ABSEN : ( C) ) ABSTAIN: C) ) Jv(
2014 -134
v7a1M�1
11; liq
13 By III Do DILI I
i
TABLE OF CONTENTS
1.0
RECITALS .................................................... ----_—_--_--_-_-----_--]
20
DEFINITIONS ........................... ................. —...... .—.'--_—.~--.------_--_2
3.0
COUNTY COMMITMENTS ........... ---- ............... ---_...—_—_--__---__�9
3.1 Cities ...... ...... ... ........... ---.----------__--~_'9
3.2 Former Rural Landfills — .... ........ ....... ..... .. ....... ......... ----__---_--9
3.9 COUNTY REPRESENTATIONS, -- .................. —__—_....... ......
-----9
4.0
FORMER URBAN LANDFILLS LIABDLI7I'_ ................ ---- ....... ............. ....
--l0
4.1 Funding for Former Urban Landfills .............................. ----...................
--l0
k6 FORMER URBAN LANDFILL FUND .......... --- ... ........... .......
—_..... lU
(b) UNEXPECTED EVENTS .............................................................. —_---lO
(c) EXHAUSTION (}F FUNDS ........................................................... _--....
lO
5.0
COLLECTION (]P COUNTY ADMINISTRATIVE COSTS ........................ _ ......
—_I0
5.1 Funding for County Administrative Coot----------------_—__]0
bJ COUNTY ADMINISTRATIVE COSTS FUND ........................ _~_---]0
0d DISPUTE RESOLUTION AND BURDEN (JF PROOF ............... —
.......... 11
8.0
PAYMENTS AND MONIES DISTRIBUTION ............................................. ---
_—_il
6,1 County Cnuooxokou Payments .... --- ......... ........... ---- ... . ............ ----
......... ll
bJ PAYMENT FLUCTUATION ---__-_-----...—......__---_.11
(c) /\LL`/Ce^TION— ............ ... ...... — ...... _-----_--_--___—_—ll
6.2 Former Urban Landfills Funds ...................................................................
--_]l
6.3 County Administrative Coots Funds ............................................... .........
—.... ')2
6/* Adjustment of County Concession Payments Percentages ........... --_--_......
l2
(a) COUNTY ADJUSTMENTS .............................................. ......... ___......
l2
6.5 Fund ; Accounting and Disbursements ....................... ........ --__—....
2
kJTRACKING ............. ......... ---- ............. ---- ............. ........ —_--_]2
y4 ACCOUNTING ............... --- ............ ---......... ........... __—........
J2
kJ DISBURSEMENTS,.,,,,,,..,,,,,,.,, --_------__^----__---__1.2
7.0
INDEMNITY, RELEASE AND COVENANT NOT 3D SUE BETWEEN THE
7.1
Indemnity and Release for Central Disposal Site ..................... .............................1:
(a) REPUBLIC INDEMNITY AND RELEASE .................... .............................13
(b) COUNTY COVENANT NOT TO SUE ........................... .............................14
(d) COMMITTED CITIES COVENANT NOT TO SUE ...... .............................14
7.2
Covenant Not to Sue for Former Urban Landfills .................... .............................14
(a) COUNTY COVENANT NOT TO SUE ........................... .............................14
(b) COMMITTED CITIES COVENANT NOT TO SUE ...... .............................15
7.3
County Defense of Committed City ......:.................................. .............................15
7.4
RELEASE OF COMMITTED CITIES FOR FORMER RURAL LANDFILLS..
15
8.0 DEFAULT BY REPUBLIC ................................................................. .............................16
8.1
Circumstances and Notification ................................................ .............................16
8.2
Automatic Tolling Provisions ................................................... .............................17
9.0 OTHER CONSIDERATIONS .............................................................. .............................17
9.1
Committed Cities Access to County Transfer Stations After Expiration of Waste
DeliveryAgreements ................................................................ .............................17
9.2
Mutual Obligations to Direct Sonoma County Waste Management Agency
Representative to Take Actions Consistent with this Settlement Agreement ..... ...17
10.0 MISCELLANEOUS PROVISIONS ..................................................... ......................w......18
10.1
Condition Precedents to Effectiveness of this Agreement .......... .............................18
10.2
Authority to Enter Into Settlement Agreement .......................... .........:...................19
10.3
Dispute Resolution .................................................................... .............................19
(a) Binding Arbitration ............................................................ .............................19
(b) Written Notice ................................................................... .............................19
(c) Proceedings ....................................................................... .............................19
(d) Arbitration Location and Arbitrator Qualifications ........... .............................19
(e) Hearings ............................................................................ .............................20
(f) No Right to Jury Trial ........................................................ ............................
"20
(g) Arbitration Costs and Award ............................................. ............................20
10.4
Captions ............................................................................... ...........................---21
10.5
Time is of the Essence .............................................................. .............................
"2 d
10.6
Governing Law ........................................................................ ...............................
1,.
ii
Iff
.,.......21
............................ ......�....... ........21
............. .............................21
......................... .............................22
..........................22
. ..........................22
..........22
...... .............................22
............................. ..............................2
.......24
Exhibit A: Concession Payment Schedule
Exhibit : Baseline Administrative Costs
Exhibit C: Committed Cities Contingent Fund Agreement
Exhibit R County Employees with Knowledge
1V
CENTRAL DISPOSAL SITE AND FORMER LANDFILLS
SETTLEMENT
BETWEEN
THE COUNTY OF SONOMA
As set forth in Section 10. 1 below, in the event that the County and some
b
ut not enou
_,, jj,jJj lenient ♦ reement mitted Cities commit
Jils Jej
T1 77, T—Tv—,pocy or sm-c-UT
[se of no effect.
2.0 DEFINITIONS
To the extent any capitalized terms used in this Settlement Agreement are not
specifically defined below, they shall have the meanings defined in the Master Operations
Agreement.
"Adjustment Date" means each anniversary of the Effective Date.
"Applicable Law" or "Applicable Laws" means any past, present or future (a)
statute, law, code, regulation ordinance, rule or common law, including Environmental Laws, (b)
Imermit(s), (c) binding judgment, or binding judicial or administrative order or decree, (d) written
directive, guideline, policy requirement or other restriction imposed by any Governmental
P-J
N
"Committed Cities" mean the Cities that have executed Waste Delivery
M
m
"Former Landfills" mean collectively, the Former Urban Landfills and the
Former Rural Landfills.
"Healdsburg Leak Fund" means that certain leak fund with a balance of
"Leak Funds" mean collectively the CDS Leak Fund, Healdsburg Leak Fund
and the Sonoma Leak Fund and any interest accruing on said funds.
"Losses" means any and all damages, assessments, losses, liabilities, judgments,
orders, requirements, interest, costs, expenditures, attorneys' fees, debts, liens of any kind and
nature whether known ocunknown, penalties, fines, interest and expenses, including court costs
I
and investigative, remedial, construction, consultant, expert witness, legal, engineering,
accounting costs and other fees and expenses.
"Master Operations Agreement" means that certain Agreement for Operation of
the Central Landfill and County Transfer Stations between County of Sonoma and Republic
Services of Sonoma County, Inc. dated as of April 23, 2013, as may be amended.
"Non-Committed City" and "loo n-Comn-dtted Cities" mean any City or Cities
that are not a Committed City and that have not entered into a separate settlement agreement
with the County.
"Party" means either the County or a Committed City,
"Parties" can the County and all Committed Cities.
0
"Republic" means Republic Services of Sonoma County, Inc., a California
Corporation, its parent corporation Republic Services, Inc. and includes any third party with
whom Republic contracts for operation of the County Facilities.
"Settlement Agreement" means this Central Disposal Site and Former Landfills
Settlement Agreement Between the County of Sonoma and the Committed Cities and all
attachments and Exhibits hereto.
2TIT91 =I 1 f .0
"Unexpected Administrative Costs" means costs related to: (a) the County's
inc Pr
and address an�� Unexq- ected Ey D I
and County costs to oversee the consultant(s) work required as a result of such Unexpected
Event(s); and/or (b) a change in law or Force Majeure Event causing an increase in the Baselin
Administrative Costs. I
"Waste" means all committed waste by the Cities under the Waste Delivery
Agreement with Republic or the County under the terms of the Master Operations Agreement.
The definition of waste may vary by jurisdiction based upon the special circumstances of each
jurisdiction as agreed by Republic.
"Water Treatment Plant" means the Subregional Wastewater Treatment and
Reclamation System Laguna Plant in Santa Rosa, California.
3.0 COUNTY COMMITMENTS
FO
3.1 NON-COMMITTED CITIES
I i wito U N I M
3.3 COUNTY REPRESENTATIONS
I
It is anticipated that the Former Urban Landfills Fund will be sufficient to cover
the Post-Closure Obligations For The Former Urban Landfills so long as there are
no Unexpected Events. Provided there are no Unexpected Events, the County
acce(sits all res%oonsibilitka for the Post-Closure Obligations For The Former Urban
Landfills for 30 years following the Effective Date.
If an Unexpected Event impacts the former Sonoma landfill, the County shall use
the Sonoma Leak Fund to address the Unexpected Event. If an Unexpected Event
impacts the former Healdsburg landfill, the County shall use the Healdsburg Leak
Fund to address the Unexpected Event. Notwithstanding the foregoing, should
the Committed Cities unanimously deci.de to apply the Sonoma Leak Fund or
Healdsburg Leak Fund to one of the other Former Urban Landfills, they shall
provide County with written notice of such intent, and County shall apply such
funds as directed by the Committed Cities.
(c) EXHAUSTION OF FUNDS
M100151-111 111 !111 liill! iffl��
In the event of an occurrence of an Unexpected Event, the County and the Cities
agree to meet in good faith within thirty (30) days of a notice under subsection (c)
and prior to instituting any litigation against the other party for purposes to
determine if a resolution of the issue can be agreed upon.
UT RKSGIN
(a) COUNTY ADMINISTRATWE COSTS FUND
H
Any dispute concerning payments for County Administrative Costs shall be
subject to Dispute Resolution. In any dispute, the County shall provide
reasonable documentation to show that such payments were reasonably necessary
and made, or incurred, in accordance with Prudent Solid Waste Practices.
6.1 COUNTY BASE CONCESSION PAYMENTS
The County shall initially allocate 70% of the Base Concession Payments to the
Former Urban Landfills Fund. Consistent with the requirements of this
IM
Settlement Agreement, the County shall use the Former Urban Landfills Fund to
cover the Parties' obligations for Former Urban Landfills Liability.
The County shall initially allocate 30% of the Base Concession Payments to the
County Administrative Costs Fund.
kJ COUNTY ADJUSTMENTS
The County shall provide for the Former Urban Landfills Fund, the County
Administrative Costs Fund, the Cities Contingent Liability Fund, and the Base
Concession Payment Fund no later than 30 days after the Effective Date of this
Settlement Agreement.
On or before September 30th of each year beginning in 2015, the County shall
[govide each Committed City with an annual accounting of the Former Urban
Landfills Fund, the County Administrative Costs Fund, the Committed Cities
Contingent Liability Fund and the Base Concession Payment Fund, including a
Fund, the County Administrative Costs Fund, the Cities Contingent Liability
Fund and the Base Concession Payment Fund based on the Committed City's
delivery of Waste to the County Facilities, Such accounting shall include a report
of all interest earned on each of the specified funds.
IN
9JIMIF
6.6 USE OF COUNTY CONTINGENT LIABILITY lZ[,XERVE FUND
During the term of this Agreement, the County shall retain the County Contingent
Liability Reserve Fund in a separate account to be available to the County to: (i)
fund Unexpected Events at the Former Urban Landfills; and/or (ii) be used in
connection with unfunded liabilities at the CDS in the event of a Default by
Republic.
1 1 -1-,,---------- 11 M 21191 PJ
The Committed Cities Contingent Liability Fund will fluctuate over the term of
I
this Settlement Agreement based on actual tons delivered to the County Faciliti
[ Iti
The Committed Cities Contingent Liabilit�,, Fund is sub ect to the followin �-J
and conditions: I
(a) Use of the Committed Cities Contingent Liability Fund is limited
to: (i) addressing landfill liabilities (Central Disposal Site
and/or The Former Urban Landfills); and/or (ii) paying for
other expenditures that benefit solid waste ratepayers;
(b) The special concession payment that funds the Committed Cities
Contingent Liability Fund shall initially be set at $5/ton and shall be adjusted b
the change in the rates for the Contractor. In addition, said rate may be change
by the Committed Cities in accordance with the terms and conditions of Exhibit
C;
(c) The Committed Cities must give County notice at least 90 days i
advance of the Adjustment Date of any change to the amount of the surcharge;
(0) Committed Cities shall defend and indemnify the County against
any challenge brought related to the special concession payment that funds the
Committed Cities Contingent Liability Fund. In the event that any challenge is
also brought against the collection of any other concession fees collected by the
County, any defense and indemnity shall be prorated on equitable principles. T
Committed Cities shall have the sole right to: (1) select counsel to provide such
defense; (ii) direct such defense; and (iii) determine the terms to resolve all
claims. The County shall cooperate fully with the Committed Cities, including
timely complying with all reasonable requests by the Committed Cities with
respect to such defense; and
IN
7.0 INDEMNITY, REL ASE AND COVENANT NOT TO SUE BETWEEN THE
11
COLINTY, REPIJBLIC AND 111F, (ommyrria) ( 1TES
As set forth in the Waste Delivery Agreements, each Committed City shall
receive an unconditional and full indemnity and release from Republic for all
environmental liabilities associated with the Central Disposal Site; with the
exception that Republic shall not indemnify the Committed Cities for liabilities
associated with operators other than Republic (e.g., compost facility and
household hazardous waste facility) at CDS. Notwithstanding the foregoing, the
nature, extent and scope of Republic's release and indemnification shall be
governed by the relevant terms in the Waste Delivery Agreements. In no event
shall the County ► liable or responsible for, or otherwise guarantee, Republic's
compliance with the Waste Delivery Agreements, including Republic's
indemnification obligations, release and covenant not to sue. Notwithstanding the
foregoing, County shall pursue to conclusion all its rights and remedies against
Republic, its parent corporation and sureties under the Master Operations
Agreement, and pursue the Non-Committed Cities, befor-
• -• City for any liability associated with the CDS. The County is not
providing any form of release or indemnification to the Committed Cities for any
liability associated with the CDS.
The County covenants not to sue in perpetuity the Committed Cities for any an
all environmental liabilities associated with the Central Disposal Site except (1)
for environmental liabilities excluded from Republic's assumed liabilities unde,
the Master Operations Agreement (e.g., environmental liabilities associated wit
III?) e household hazardol
waste facility)) at the Central'Disposal Site; (2) where there is a material breac
by Republic of the Master Operations Agreement which results in Republic's
failure to carry out its closure, post closure, remediation and/or indemnity
obligations at the Central Disposal Site; and/or (3) when a Committed City is i
material default of its Waste Delivery Agreement, in which case and at which
ti-tte Vie Cmitt%'s covenant not to sue shall expire as to the Committed City on]
IV,
remediation and/or indemnity obligations at the Central Disposal Site-, (3) when
the County is in material default of the Master Operations Agreement; and/or (4)
in the event that the County brings an action against a Committed City or
Committed Cities pertaining to the Central Disposal Site.
(a) COUNTY COVENANT NOT TO SUE
UR
7.4 RELEASE OF COMMITTED CITIES FOR FORMER RURAL
LAN,DFILLS
The County shall release the Committed Cities from all liabilities for the Former
Rural Landfills. Without limiting the generality of the foregoing:
[it
103
1111=001MINIMI
L9 LM N I I MMLVM kVA
Notwithstanding the foregoing, the release set forth herein shall not preclude
County from pursuing, and County hereby expressly reserves its right to pursue,
all Third Parties (which expressly exclude any entity released hereby) for any
matter covered by the release set forth in this Section.
gw�
Upon notice to each Committed City of a Default by Republic, the Parties hereby
agree to the automatic tolling of any and all Federal, State, legal and equitable
claims of anj,, sort concerning the matters described in this Settlenien—t—A-greement
until such time as the County concludes pursuing its remedies against Republic,
the parent guarantor and its sureties.
17
9.0 OTHER CONSIDERATIONS
oplamm I DMIDNI&-majam
0.1510 jul
m DWI DWI am I I
ON
I
D. City Execution of Settlement Agreement
Each Committed City shall have duly executed this Settlement Agreement
E. Amendment of the Master Operations Agreement
IN
dispute between the Parties or between the County and any Committed City shall
be resolved by binding arbitration in accordance with California Code of Civil
Procedure Section 1280 et. seq.
A request pursuant to this Section 10.3 of this Settlement Agreement shall be
pursuant to written notice as set forth in Section 10. 12 of this Settlement
Agreement.
(c) Proceedings
ME
(f) No Right to Jury Trial
MI
FTHMMU] M215 a MMUMMMMV =- RJUSLIM01MM I
I gym to Irm 1193M V I IN M"M V ploy my 91 ZALM IN my ON] M I'l-rd
(g) Arbitration Costs and Award
10.4 CAPTIONS
The captions used in this Settlement Agreement have been inserted only for
e or restrict any of the
provisions of this Settlement Agreement.
10.5 TIME IS OF THE ESSENCE
Time is of the essence of each term of this Settlement Agreement. Without
limiting the generality of the foregoing, all times provided for in this Settlement
Agreement for the performance of any act shall be strictly construed.
This Settlement Agreement and the obligations of the Parties hereunder shall
procedural laws) of the State of California, without regard to rules on choice o
law.
10.7 ENTIRE SETTLEMENT AGREEMENT
10.8 JOINT DRAFTING
The Parties have participated jointly in the negotiation and drafting of this
Settlement Agreement. In the event of ambiguity or question of intent or
interpretation arises, this Settlement Agreement shall be construed as if drafted
jointly by the Parties and no presumption or burden of proof shall arise favoring
IN
or disfavoring any Party by virtue of the authorship of any provision of this
Settlement Agreement.
10.9 SEVERABILITY
Mat
This Settlement Agreement may only be modified upon written agreement of the
Parties hereto.
tj 01 plal pIgN I
10.12 NOTIFICATION REQUIREMENTS
Kny notice required under this ettFe—ment Agreement shall be effective only it in
writing and delivered in person or sent by telecopy, email, certified or registered
mail return receipt requested, or traceable overnight delivery service, to the
following designees:
County_ of Sonoma:
Name: County Administrator
Address: 575 Administration Drive, Room 104A
Santa Rosa, CA 95403
Telephone: (707) 565 2431
E-mail:
M
For Each Committed City:
City ot Clover =ae
Name:
Address:
pi, -me 0
IWMIM�
Name:
Address:
I
City of Aea s urg
Name:
Address:
FOURITtrim
Name:
Address:
fifflAllim
=
Name:
Address:
W, Mg I owl -
p W21 1
w
�MILV�I
Name:
Address:
Name:
Address:
BE=
Name:
Address:
UE=O
By execution of this Settlement Agreement, no Party admits any facts, liabilities
or conclusions of law. Except for disputes between the Parties related to this Settlement
Agreement, nothing in this Settlement Agreement shall constitute or be construed, considered,
W
offered or admitted in whole or in part in any forum or proceeding as evidence of an admission
or evidence of fault or liability of any kind,
IN WITNESS WHEREOF, this Settlement Agreement shall be effective as of the
Effective Date.
County of Sonoma
Date& ----- - ------ ............... ............... By-1
fim
City of Cloverdale
FST M-
In
Dated: — ----------- . . . . . ......................... . . .. -- . .. ........... By:
City of Healdsburg
Dated:
0
Name,
Tifle--
By:—
Name;
Title:
City of Rohnert Park
Dated:
City of to Rosa
Dated:
City of Sebastopol
Dated:
City of Sonoma
Dated:
Town of Windsor
Dated:
27
By.-- ..................
Name:—
Title:--
BY.—
Naciw:—
Title:,,,,,,,,,
By�_
Naiiic:—
BY:—
Name:—
'fifle-,
BY:_
Nai'iie:
MIMMIK
. ............... . .
.. . ........... . . A . . . ............ . . ... - ..........
- - - ------. . . . B —.-
C .................................... .....
Total Annual Tons
Base Concession
Special
Special Concession
Payment on ,
Concession
Payment on
Committed Waste and
Payment on
Committed City
Self Haul Waste ($/ton)
Committed
Waste
County Waste
and Self Haul
Waste
.. ........ ..
Less than 200,000 tons
$15.75
. .
$1.00
. . ................. . .... ''I'll-,
$5.00
-------------------- ------ - - - - - - ----- . . . ................ .
200,000 - 225,000 tons
$13.75 .
$1.00
. .................. , . . .........
$5M
........................... . . - ----------
.- I 1-- 11-1--- - - ----- - ------ . . ...........
225,001 - 250,000
. . .. . ........
$12.25
$1.00
$5.00
250,001 - 275,000
$11.00
$1.00
$5.00
275,001 - 300,000
$10.00
$1.00
$5.00
325,001 - 350,000
$8.50 .
$1.00
. . ........................... . . . .
$5.00
. ................ . ......................
More than 350,000 tons
.
$8.00
$1.00
. ...........
$5.00
The above rates would be the initial rates starting in 2014. The rates in the above table would all be
adjusted annually by the same inflation adjustment factor applicable to the Contractor Service Fee, as
described in Section 11.4 A of the MOA.
M
m
HE
FY 2013 -14 Integrated Waste Division Estimated Budget for Managing Residual System
Estimated
Estimated Salaries Fiscal Year
nditure Description & Benefits Cost
Salaries and Benefits (l)
0.6
$
7 FTE Department Analyst
— ...
91,429
........ ....,.
0.7
........- ........ ---------------
$
5 FTE Division Manager (2)
_ _ .......
145,361
n
0.6
$
0 FTE Enforcement Code II (3)
........ ®.. ...... -- .. .
78,106
0.2
$
FTE Account Clerk III
22 516
0.1
$
9 FTE Deputy Director
_
51,342
....
0.1
. ...__.... .........
$
4 FTE Executive Secretary
...� . - - -- _ .. . .. .........
14,994
�.
.... ..... --111-1
0.1
® ,
$
3 FTE Payroll Clerk
14,861
0.1
..... _.
3 FTE Senior Office Asst. (Receptionist)
.... ....... �m.,. _ .....�..
11,766
0.1
$
2 FTE IT Support _. .�..
22,388
......... _®
0.1
$
1 FTE Administrative Services Officer II
16,651
0.1
$
FTE Secretar -
Senior Office Asst. (Clerk Typist
_.
$
9 111 FTE
E -- -
—.
0.0
,. .
$
8 FTE Director
....._._....
23,858
_ .
0.0 Safety Officer /Human Resources
.®
$
5 FTE ASO I(')
-- - -- - - - - -- .....
7,849.a
_..
3.3 FTE"
,.. .
Total Salaries and
_
$
9 s
Benefits
518,108
31
Computer Services (by ISID) 7,500
--------- .... .. . . . ......................... . . .. . .........
Miscellaneous Expenditures 1s1 28,000
(Supplies, Equipment, Software, etc.)
Total Services & $
Supplies 267,820
. . . ....................... . ................ . . .
TOTAL ANNUAL ESTIMATE 785,927
b Item to be billed based on actual costs billed to the Integrated Waste Division for computer support for three workstations.
IN
11111111 11 A I I 1 11 1
w
Susan Klassen
Itirector of Transportation and Public Works
Marcia Chadbourne
Trish Pisenti
Landfill Manager
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Sonoma and the Town • Windsor, as well as their individual Settlement Agreements with the County of
Sonoma concerning alleged liability relating to the County Facilities.
ISIVATA:
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111
Counly "County" means the County of Sonoma.
County Administrative Costs Fund "County Administrative Costs Fund" means the
monies collected from the Base Concession Payments that are allocated to pay for the County
Administrative Costs.
Effective Date "Effective Date" means the date upon which all conditions to the
effectiveness of the Amended County Operations Agreement and to this Agreement, as described in
Article 4, have been fully satisfied.
Environmental Conditions "Environmental Conditions" means:
Execution Date "Execution Date" means the date first above written, which shall be
deemed the date b��,, which duly authorized
signed this Agreement.
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City, respectively, touu Entity, mdmay also exist hv reason ofApplicable Law.
Food Waste "Food Waste" means material that will decompose or putrefy including pre
and post-consumer kitchen and table food scraps; animal or vegetable waste that is generated
during or results from the storage, preparation, cooking or handling of food stuffs; fruit waste; grain
waste; dairy waste; meat and fish waste; paper or waxed cardboard contaminated with various food
waste. This material can be gouccu1ud at residential and commercial Premises including restaurants,
grocery stores and other food processing facilities.
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equipment for the purposes of sorting Recyclable Materials from Waste.
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(b) Without limiting the generality or scope o[ the defiodkmof Waste, this waste
delivery commitment includes the following uuiegodcu of Waste generated io the City: non-
Recyclable Materials, Mixed Waste, B000ficio|Reuse Materials, and generally all Waste currently
directed to the Central Landfill or County Facilities pursuant to the current City collection franchise
agreement, subject to the exclusions below in Section 2.2 and Exhibit B.
kJ The City shall exercise its Flow Control powers to fulfill the entirety nf its waste
delivery commitment 10 Contractor throughout the Term of this Agreement.
6h This commitment for delivery of Committed City Waste by the City is not u
guaranty that any specific quantity of Waste will be delivered to Contractor and the County
Facilities. This Agreement does not represent u "put nr pay" arrangement in which the City mits
Franchised Hauler must make a fixed or minimum monthly or annual payment to Contractor
W
(e)Contractor shall accept all Com mitted City Waste described in this Agreement,
except for Unpermitted Material, delivered to any of the County Facilities for transfer, processing,
recycling and/or disposal, in accordance with the respective rules and operating hours of each such
County Facility.
(f) For the Term of this Agreement, the Gate Rate at the Central Landfill shall be fixed
by the terms of Article I I and other sections of the County Operations Agreement and be inclusive
of any costs associated with the operation of the Transfer Stations and Transport to the Central
Uqrtifill.
2.2 Exclusions from Committed City Waste
See Exhibit B, which defines the categories of Waste that are excluded from Committed
City Waste for purposes of this Agreement.
2.3 Food Waste and DEy Commercial Mixed Waste ColleE!j2a±E2gLM
2.5 Contractor's Scone of Services and Fees for AcceDting Committed Citv Waste
IV,
In exchange for accepting the delivery • Committed City Waste at any • the County
Facilities pursuant to this Agreement and the County Operations Agreement, Contractor shall
perform the scope of services and obligations for the Committed Cities as more fully set forth in
Exhibit E and incorporated herein by reference. Such obligations include, but are not limited to, the
Transport • Committed City Waste from the Transfer Stations to the Central Landfill.
The Contractor's Service Fees for performing the services described in this Agreement and
in the County Operations Agreement, and the Gate Rates to be charged Committed City Waste at
the County Facilities, shall be determined in accordance with the provisions of Article I I and other
Sections of the County Operations Agreement; provided, however, that:
(b) as a condition precedent to the effectiveness of this Agreement, Contractor and County
shall have agreed that the Base Concession Fee described in Article 10 and Exhibit R of the
County Operations Agreement shall no longer be charged to Contractor or City during the
last five years of the 25 year Initial Term; and
(c) Contractor further agrees to include as part of the Gate Rate the Committed City
Contingent Liability Fee on all waste from the Committed Cities and transfer said fees to the
County to hold in trust for the Cities in accordance with the Settlement Agreement between
the Committed Cities and the County and as provided for in the Amendment to the County
Operations Agreement.
2.6 No Guarantv of P: Gate Rate:
Delinguency and Remedies
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shall include in addition, to the extent necessary and appropriate in the circumstances to assure
compliance with this Agreement, but shall not be limited to: (1) granting or issuing contracts,
franchises, permits, authorizations or licenses to Franchised Haulers, upon the condition of
compliance with this Agreement, and (2) providing for and taking appropriate reasonable
enforcement action under any such contract, franchise, permit, authorization or license, such as, but
not limited to, the suspension, revocation and termination of collection rights and privileges, the
imposition of fines or collection of damages, and the exercise of injunctive relief against non-
complying Franchised Haulers as determined appropriate by the City in its sole discretion.
(d) Contractor may initiate enforcement action as a third party beneficiary of this
Agreement at its sole cost and expense, if the City's Franchised Hauler fails to honor its
commitments to deliver Committed City Waste to Contractor ten (10) days after providing written
notification to the City. The City shall reasonably cooperate with Contractor if Contractor initiates
such action.
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0) It is the intention of the Parties that this Agreement and the obligations and rights of
the City hereunder, including particularly the commitment of delivery of Committed City Waste to
Contractor and the Cou 01'acilities shall to the extert Uermitted 1 1-61* , 21 12 4)
i IN a pi I I gKOJE I I r4LM IVA -I I oil, r.)MAIN 91 $11 14ra al I'm 1W.
3.1 Initial Twenty Five-Year Term
The initial Term of this Agreement shall commence on the Effective Date and continue until
the twenty-fifth (25 th) anniversary of the Effective Date. As used herein, the "Effective Date" of
this Agreement is and shall be the same as the Effective Date • the County Operations Agreement.
- jUi(;XQnTQLU
Option #1:
Years 2039-2044
Option #2:
Years 2044-2048
Option #3:
Years 2049-2054
Option #4:
Years 2054-2059
Option #5:
Years 2059-2064
Option #6:
Years 2064-2069
(a) Notwithstanding the foregoing, Contractor shall not be obligated to accept deliveries
of any Waste from the County or any Committed City at any point in time after the initial Term of
this Agreement unless, both of the following conditions are met:
(1) The Central Landfill shall have sufficient Permitted Disposal Capacity to
Dispose of all Waste to be delivered by the County and Committed Cities
extending their Waste delivery commitments to Contractor; and
(2) Jurisdictions timely exercising their options to extend their Waste delivery
commitments shall have contributed through their Franchised Haulers at least
sixty percent (60%) of the total Committed Waste deliveries of all jurisdictions
delivering material to the County Facilities for the two year period immediately
preceding the date by which these jurisdictions must have exercised their options
• extend their commitment.
3.3 jllii gj�htTo Use County Transfer Stations At Market Rates,
F.11 "10 to] MMOIDOUJILUO 12
4.1 Conditions Precedent.
This Agreement shall not become effective, and the Parties shall have no obligations to eacil
other by reason of this Agreement, until the following conditions precedent have been met, or
unless otherwise agreed to in writing between Contractor and City.
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The City/Town Council • City shall have duly authorized the City's signing and
erformance of this A i reement I and 4 111 i""ird, `& I j g,2") -Is i -(Idt is 1 L'L=,HI eft -,� V I I 'fie,
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(e) Franchised Hauler's Execution of Exhibit C.
The County and the Committed Cities shall each have entered into written Settlement
Agreements pertaining to the Cities' alleged liabilities arising out of or relating to the County
Facilities.
I
Contractor shall have delivered to City a duly approved and executed parent company
guaranty in the form attached hereto as Exhibit F.
The Contractor's representations in Article 7 and throughout this Agreement shall be true,
correct and not misleading due to a material omission as • the Execution Date and as of the
RV-ective Dzte.
07
or any other entity related thereto. The Assumed Liabilities are as follows:
5.2 Excluded Liabilities
Except as explicitly and expressly set forth in this Agreement, Contractor shall not, by the
oxecution and performance of this Agreement or otherwise (including under theories of successor
liability), assume, become responsible for or incur any liability or obligation of any nature of
%-ounty or of the Committed Cities whatsoever arising, or relating to events occurring, on or prior to
22
the Effective Date, whether legal or equitable or matured orcontingent including but not limited to:
/i\ any obligation to reimburse the County or City for expenditures made by the County, City or
other Entity or expenditures which accrued and were payable under contract (or would have been
payable if billed) but were unpaid prior {o the Effective Date on account nfany nf the Assumed
l.iobUi1ino; and (d) any Excluded Liabilities as set forth in this Section "Excluded Liabilities"
k6 any Liability under (A) any employment, oevoruuuc retention or termination agreement
with any employee nf County, or (B) any collective bargaining agreement covering any
employee of County, or (C) under any employee benefit plans maintained by, or contributed to,
by County, or (D) relating to payroll, vacation, sick leave, vvockoro` compensation,
unemployment benefits, pension benefits, retirement benefits, health care plans or benefits nr
any other employee plans, programs or benefits of any kind for employees or former employees
of County;
(b) any Liability arising out of or relating to any employee grievance, whether or not the
affected employees are hired by Contractor, relating to cvorda occurring on or prior to the
Effective Date.
(o) any Liability resulting from Cnouty`y failure to comply with any applicable plant-closing
Laws.
/d\ Loses and Claims for contract dauzogea (including quantum nooruid, indemnity or equitable
relief based on the breach or default by the County or City prior to the Effective Date under a
contract (including an Assigned Contract) related to the Landfill Land or the Facilities.
(e) m Third Party Claim for tort damages, peraouo| injury and/or property damage which is
connnd by the County or City and directly arising out ofthe County Facilities (other than the
[.uodfiU) prior tn the Effective Date.
/O any oonourdu ovviuA to Third Parties under contract from the County or City that have
accrued asot the Effective Date.
(g) Losses and Claims arising out of disposal by the County, City or Third Parties of the
County's Hazardous Substances, Household Hazardous Waste and uupeomittod Waste prior Lo
the Effective Date to facilities other than the Landfill, \/oocn Road Landfill, potneru I.uodfiU or
Keller Landfill (including the Transportation and conveyance to such other facilities).
(h) The nonpayment bv the County of permit fees to the Board of Equalization, LEA RWQCB
and uppUuob\o Air ()uulkv Management Districts relating tothe County Facilities for the period
prior \o Effective Date.
6\ Iu the event the County does not exercise its option io Article 7 of the County Operations
Agreement to have Contractor control the Compost Facility or Future Compost Facility and/or
any composting operations on the Landfill Land and/or the Household Hazardous Facility on
the I.aodfiDLand, and Contractor does not agree iu writing to assume responsibility for such
operations, Lboo Excluded Liabilities oboU include any Liabilities, 1.00uoo or Claims arising
from nr relating to: /oj the presence or operation of the Compost Facility, Fo1uzn Compost
Facility and any other composting operation on the Landfill Land and the Household Hazardous
Waste Facility, and (b) any agreements between the County, the Waste Management Agency
and/or the operators of the Compost Facility, relating to any composting operation on the
9
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0) In the event the County does not exercise its option in Art ' i c " I - e "' 7 of the County Operations
Agreement to have Contractor control the Compost Facility or Future Compost Facility and/or
any composting operations on the Landfill Land and/or the Household Hazardous Facility on
the Landfill Land, and Contractor does not agree in writing to assume responsibility for such
operations, then Excluded Liabilities shall also include an,, Liabilitie Losses or Claims arising
from or relating to: the Compost Facility, Future Compost Facility, any composting operations
on the Landfill Land, and/or the Household Hazardous Waste Facility� and including without
limiting the generality of the foregoing, any groundwater contamination, surface water
contamination, subsurface migration, odors, disease vectors, nuisance vectors, trespass and/or
nuisance claims, notice of permit violation, notice to comply, or violations of Applicable Law
relating to any of the foregoing facilities or operations.
(k) Any Liabilities or Losses arising after the termination of Contractor's operation of the
Transfer Stations and Materials Recovery Facility in accordance with the terms of the County
Operations Agreement and relating to the presence of these Facilities or the operation of these
Facilities by a Third Party, but excluding any work required to address Environmental
Conditions arising from Contractor's operations; I
(i) Any Liabilities mr Losses arising from, relating tumconnected with the matters described
iu the Notice of Violations And Intent to File Suit under the FedoruWaterPolbd{oaCoutnolAu
from the law firm of Lozeau Drury LLP to the County dated November 9, 2012, and any
litigation arising therefrom, except tothe extent specifically agreed tohv Contractor iowriting
prior 10 the Effective Date;
(n) Any Liabilities or Losses arising from, relating toor connected with any abandoned,
removed or leaking underground fuel storage tanks at the Guerneville, Annapolis, Healdsburg
and Sonoma Transfer Stations arising before the Effective Date;
(o) Any Liabilities or Losses arising from, relating to or connected with the operations by the
County orby Third Parties of the (}ncrueviUcMaintenance Site and the Reuse and Recycling
Operations cd Sonoma Transfer Station;
(») All other Liabilities or Losses ozycuody allocated to County, the City and/or the Committed
Cities io this Agreement.
6.1 Indemnification by Contractor
0 Any material breach nr material default under the County Operations
24
(xi) Any claim, counterclaim or right to contribution by a third party arising out
of, related to or resulting from the Landfill or the County Facilities, (other than those claims,
counterclaims or rights to contribution expressly covered by the County's indemnities under
Section 15.6 of the County Operations Agreement or related to or arising from any Excluded
Liability); and
(xii) Any claim, counterclaim, or right of contribution against the City as a result
of or arising from Contractor's actions to pursue an entity for any Indemnified Claim.
(b) Contractor's duty to indemnify and defend shall survive the expiration or earlier
termination of this Agreement.
(c) Notwithstanding the foregoing or any other provision of this Agreement, Contractor
shall retain and have the right and ability (but not the obligation) to pursue any or all third parties
for any Indemnified Claims. Contractor shall indemnify City if such third party files a claim
W
against City for any Indemnified Claims.
(d) Furthermore, nothing in this Section or this Agreement shall be construed to imposq
ani e ense or indemni� obligation or anj other form of liabilit on Contractor i s subcontractors
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6.3 Covenant Not to Sue
processes Waste from the County of Sonoma. The foregoing covenant not to sue shall not apply to
any matter covered by the Contractor's exceptions to indemnity under Section 6.4 of this
Agreement.
6.4 Exceptions to Scope of Contractor's Indemnity, Release and Covenant Not To Sue.
A. Compost Facility and HHW Facility at Landfill Land.
7.1 Representations and Warranties of Contractor.
Contractor, by acceptance of this Agreement, hereby makes the following representations
and warranties for the benefit of the City as of the Execution Date, each of which shall be deemed
remade as of the Effective Date, unless Contractor specifies in writing otherwise.
Contractor is a corporation duly organized, validly existing and in good standing under the
laws of the State of California. Contractor is qualified to transact businesses in the State of
California and has the power to own its properties and to carry on its business as now owned and
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Neither the execution and delivery by Contractor of this Agreement, nor the performance of
Contractor of its obligations hereunder:
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2. Conflicts with, violates or will result in a breach or default under any term or
condition of any existing judgment, order or decree of any court, administrative agency or other
governmental authorit- or of ang existin contract or instrument to which Contractor is a I -
,allp or
by which Contractor or any of Contractor's properties or assets is bound; or
3. Will result in the creation or imposition of any lien, charge, or encumbrance of any
nature whatsoever upon any of the properties or assets of Contractor which will interfere materially
with Contractor's performance hereunder.
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(f) Ability to Perform.
Contractor possesses the business, professional, and technical capabilities to operate the
Landfill, accept and dispose of Waste at the Landfill and operate the Transfer Stations and Material
perform this Agreement; and Contractor possesses the equipment, facility, and employee resources
required to perform this Agreement.
L11C ITIOT& Lill 91C PICLL1911111cly- 11CIGUl"tcl alift I
these matters into consideration in its agreement to provide these services in exchange for the
compensation provided for under the terms of this Agreement.
Contractor has sufficient financial resources to perform all aspects of its obligations
hereunder. Contractor has -,crovided iiriWQ--31
fairly, in accordance with generally accepted accounting principles, the financial resources of
Contractor. There has been no material adverse change in Contractor's or Contractor's parent
company's financial circumstances since the date of the most recent financial statements.
(k) Contractor's Statements.
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Contractor's proposal and any other supplementary information submitted to the City that
the City has relied on in negotiations and entering into this Agreement, do not: (i) contain any
untrue statement of a material fact, or (ii) omit to state a material fact that is necessary in order to
make the statements made, in light of the circumstances in which they were made, not misleading.
(1) Landfill Disposal Capacity
Contractor has determined that the Central Landfill has sufficient Permitted Disposal
Capacity to accept and dispose of all Committed City Waste delivered during the first five (25)
years of this Agreement.
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The City, by acceptance of this Agreement, hereby makes the following representations and
warranties for the benefit of the Contractor as of the Execution Date, each of which shall be deemed
remade as of the Effective Date, unless the City specifies in writing otherwise:
(a) Organization and Existence.
The City is a municipal corporation of the State.
(b) Execution, Delivery and Enforceability.
(c) No Litigation.
(d) No Adverse Judicial Decisions.
"I
1401" RIM a a I I R 16411 M"R24
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No consent or approval of, filing with or notice to any entity is required to be obtained or
made by the City in connection with the City's execution, delivery and performance of this
Agreement, or the consummation of the transactions contemplated hereby, which, if not obtained or
made, would prevent the dity from performing its obligations hereunder or thereunder.
Fill M 0 to 0
8.1 Events of Breach
(e) City's Failure to Perform Obligations. The City ceases to perform its obligations
as required under Article 2 ofthis Agreement, unless due to a Force Majeure Event. With respect
to its requirement to cure delinquent payments by Franchised Hauler, as more fully set forth above
in Section 2.7, the City is unable to obtain payment from the Franchised Hauler for delinquent
invoices due to Contractor.
(f) Insolvency or Bankruptcy. Contractor becomes insolvent, unable, or unwilling to
pay its debts, a receiver is appointed or Contractor's assets are involuntarily transferred or assigned,
or upon listing of an order for relief in favor of Contractor in a bankruptcy proceeding.
IN
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The Party in breach shall promptly, or as soon as practicable, provide the other Party written
notice of the breach. Upon written notice, the Party shall have a reasonable time to cure, but such
cure period shall not exceed ninety (90) days, except as otherwise provided for the City in Section
2.7.
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Each of the following shall constitute an event of default:
(a) Failure to Cure Breach. Failure to cure an event of breach as provided above in
Section 8.2.
(b) Repeated Pattern of Breach. A pattern of breaches of this Agreement over time
such that the combination of breaches constitutes a material failure by the Party to perform its
obligations, even if each individual breach is later cured.
(c) Fraud or Deceit. Contractor practices, or attempts to practice, any fraud or deceit
upon the City.
(d) False or Misleading Statements. Any representation or disclosure made to the City
by Contractor in connection with or as an inducement to entering into this Agreement, or any future
amendment to this Agreement, which proves to be false or misleading in any material respect as of
the time such representation or disclosure is made, whether or not any such representation or
disclosure appears as part of this Agreement. In addition, any Contractor-provided report
containing a misstatement, misrepresentation, data manipulation, or an omission of fact or content
explicitly defined by the Agreement, excepting typographical and grammatical errors.
(e) Criminal Activity. Either Party, its officer, managers, or employees are found
guilty of criminal activity related directly or indirectly to performance of this Agreement.
(f) Assignment Without Approval. Contractor transfers or assigns this Agreement
without express written approval of the City.
8.4 Event of Default Not Curable
Neither Party shall have the right to cure an event of Default as set forth in Section 8.3.
However, either Party may waive a default as provided below in Section 9.2.
In addition to the flow control enforcement remedies provided above in Section 2.7, City and
Contractor shall each have the following remedies, upon a determination that the other party has
committed an event of default:
City or Contractor may terminate this Agreement. The Party seeking termination shall (a)
first, provide written notice to the other Party that it intends to terminate; and (b) second, obtain a
33
court order from a court of competent jurisdiction in Sonoma County in order to effectuate
termination. Termination shall be effective on the date specified in the court order.
9.2 Waiver of Default
a]
10.1 Further Instruments
Each party will, whenever and as often as it shall be reasonably requested so to do by the
other, cause to be executed, acknowledged or delivered, any and all such further instruments and
i., vvir ttw�o*- ;av -hVirwosa&wnable (Y%inionn of the
rKsuesting%a'. in order to carrip,
out the intent and, purpose ofthis Agreement.
10.2 Corporate Guaranty
10.5 Successors and Assigns.
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shall be null and void and shall be grounds for the City to declare a default of this Agreement and
immediately exercise all rights and remedies hereunder. Subject to the foregoing, this Agreement
and the terms and provisions hereof shall inure to the benefit of and be binding upon the successors
and assigns of the Parties. If Contractor obtains express written consent of City to assign or transfer
its rights and obligations, then Contractor shall follow the provisions for assignment and transfer in
accordance with Section 19.2 of the County Operations Agreement. The transfer or assignment of
this Agreement, along with the assets of Contractor, to another wholly owned subsidiary of
Republic Services, Inc. or its successor shall not be deemed an assignment.
(b) City may assign its rights and responsibilities under this Agreement to any other
entity as long as any such proposed assignee under this Section shall: (1) have the legal authority
and financial capacity sufficient to assume and perform all of City's obligations hereunder; and (b)
shall agree in writing to do so.
Illigraff M.
To Citv: City of Rohnert Park
Attn: City Manager
Rohnert Park, CA 95476
Phone: 707-588-2223
Fax: 707-792-1876
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established • U.S. Post Office return receipt • the overnight carrier's proof • delivery, as the case
may be, whether accepted or refused. Any such notice not so given shall be deemed given upon
receipt of the same by the Party to whom the same is to be given. Any Party hereto may designate a
different address for itself by notice to the other Party in accordance with this Section. Delivery to
each Party's designated representative listed above shall be deemed personal delivery to that Party.
10.7 Counterparts
This Agreement may be executed in several counterparts, each • which shall be deemed an
original, but all of which shall constitute one and the same document.
10.8 Severability,
If any provision • this Agreement, • the application of such provision to any person
circumstances, shall be held invalid by a court of competent jurisdiction, the remainder of this
Agreement, or the application of such provision to persons or circumstances other than those •
which it is held invalid • such court, shall not be affected thereby. I
10.9 Interpretation
• the extent there are any inconsistencies between this Agreement and the County
Operations Agreement, the intent is for these two agreements to be read together in a manner to
provide for consistency between them; provided, however, that under all circumstances the
provisions in the County Operations Agreement shall control for the purposes of setting Gate Rates
at the County facilities.
REPUBLIC SERVICES OF SONOMA COUNTY, INC
A DELAWARE CORPORATION
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LEGAL DESCRIPTION OF LAND.. CENTRAL LANDFILL
The land referred to herein is situated in the State of California, County of Sonoma,
Unincorporated Area, and is described as follows:
fiffi� 1=11
BEING A PORTION OF THE-LANDS OF LUI STEFENONT, ET UX, AS RECORDED IN
BOOK 570, OFFICIAL RECORDS, PAGE 28, AND BEING MORE PARTICULARLY
DESCRIBED AS FOLLOWS:
THAT CERTAIN PROPERTY SHOWN AS PARCEL I ON THE RECORD OF SURVEY OF
THE LANDS OF LUI STEFENONI, ET UX, AS RECORDED IN BOOK 4 PAGE
10.
Mill
OAK #4826- 5100...5215 v1
THAT a 48 FEET LEFT OF ENGINEERS CENTERLINE STATION
THENCE SOUTH 3 70 2 1' r 492.36 FEET, TO a POINT THAT BEARS 48
LEFT OF ENGINEERS CENTERLINE
EXCEPTING THEREFROM PORTION THEREOF
OF a a POLITICAL SUBDIVISION OF THE STATE OF CALIFORNIA,
LOUIS STEFENONI, ET AL, BY RECORDED MAY 8,1972 IN BOOK 2625
OFFICIAL PAGE 674, UNDER RECORDER'S a r,;* a,
COT AJTY RECOIDS.
PARCEL TWO:.
ACQUIRED FOR ROAD AND WATER -LINE PURPOSES
PARCEL THREE:
OAK. #4826 - 5100 5215 v
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OA K #4 826 5100- 5215 v I
TRACT THREE:
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4
OAK #4826 5100 511 5 v
MARKED "CSSC"; THENCE SOUTH 77' 16'24" EAST, 322.20 FEET TO THE POINT OF
BEGINNINQ. I
OAK #4826 - 5100...5215 vi
11 11 11 11 11 Do. I I
The following categories of Waste are excluded from the City's waste delivery
commitment in Section 2.1:
OAK. #4829 0266-3455 vI
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FRAM411SEM HAULYWS, A(.REEMENT`T0 BE BOUND BY CITY'S NVASTE
DELI-Y-By CONINJITMEN't'
This agreement is entered into between Rohnert Park Disposal, Inc. ("Franchised
Hauler"), the City of Rohnert Park ("City") and Republic Waste Services of Sonoma County,
Vnc. ("Contractor"). All words and phrases in this agreement with initial capital letters are
defined in the attached Waste Delivery Agreement.
Without limiting the generality of the foregoing, Franchised Hauler agrees that:
OAK #4930-0332 6751 v I
3. Franchised Hauler shall commence the City-wide collection of Food Waste from
commercial Premises in the City when directed to do so by the City. The Franchised Hauler's
costs of this program are being fully compensated through the Contractor's Gate Rates, and
Franchised Hauler agrees not to seek additional compensation from City for the Contractor's
incremental costs of implementing and conducting the commercial Food Waste collection
program for the Term of the Agreement.
4. Franchised Hauler shall commence the City-wide collection of dry commercial
Mixed Waste from commercial Premises in the City when directed to do so by the City. The
loovivit fivIl�ffmiAqws, 'r4=4mw_uj-h the Contractor's
Gate Rates, and Franchised Hauler agrees not to seek additional compensation from City for the
Contractor's incremental costs of implementing and conducting the dry commercial Mixed
Waste collection program for the Term • the Agreement.
5. Franchised Hauler shall defend and indemnify the City from and against any and
all losses and liabilities associated with the Franchised Hauler's breach of this Agreement.
6. The parties acknowledge that the implementation • the Waste Delivery
Agreement will result in an increase in the cost of disposal at the County Facilities. City agrees
that Franchised Hauler may pass through the increase in disposal costs arising upon the Effective
Date of the Waste Delivery Agreement. Franchised hauler shall promptly notify City of the rate
increase for each service provided by Franchised Hauler necessary to defray the increased cost of
disposal at the County facilities under the Waste Delivery Agreement. City shall reasonably
approve the imposition of such increased maximum rates on the Effective Date of the Waste
Delivery Agreement.
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OAK 1/4830 0332 67M vI 2
7. This agreement shall bind Franchised Hauler and its subcontractors and affiliates
and each of their respective successors and assigns.
OAK #4830 0332 -6751 vI
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Initial Contractor Service Fee: $104.35
Waste Management Agency Fee: $4.85
AB 1220 Fee (State Board of Equalization): $1.40
Sonoma Local Enforcement Agency (LEA) Fee*: $0.91
Regional Water Board Fees*:
Bay Air Quality Air Districts*: $0.12
County Concession Payment: $9.25
Committed Cities Contingent Liability Fee $5.00
I 110SO 011)StS at C 1144 aSSOSS04 #11 U 5 j-=ffiw
each of these governmental agency fees. The initial lump sum estimates are $200,000 for the
LEA Fee, $126,000 for the Water Board Fees and $26,000 for the Air District Fees. All fees are
divided by an estimated 220,000 annual tons for the first Operating Year of the Agreement.
OAK. #4831-8787,6127 v V
(See attached.)
OAK fl4833 5564-8287 YI
Contractor's Scope of Services are set forth in the County Operations Agreement, as
amended, Articles 3 through 9, inclusive, and Article 13.
OAK W33 5564 8287 0
ffl��
EEMOM
THIS GUARANTY, INDEMNIFICATION AND RELEASE AGREEMENT (this
"Guaranty") is made as of ..... 2014, by REPUBLIC SERVICES, INC., a
Delaware corporation ("Guarantor"), in favor of THE CITY OF ROHNERT PARK, a political
subdivision of the State of California ("City").
A. Republic Services of Sonoma City, Inc. a Delaware corporation, as contractor
("Contractor"), and City are parties to that certain Waste Delivery Agreement dated as of
11 - I . .................................... . . ;1 2014 (the "Agreement"). Contractor is also a party to the County Operations
Aireement with the Court f Sonoma. Initialli
.r -r
LVATANININATAM14
B. To induce City to enter into the Agreement and consummate the transactions
contemplated thereby, Guarantor has agreed to enter into this Guaranty.
OAK #4934-8986-6M5 v
otherwise; that obu)) not b� cu[brc�ah|� against Guarantor to
,�=====,� —___'� -"---
the extent (and only to the extent) hia determined or has been determined not to be enforceable
either 6vno arbitrator pursuant io the Dispute Resolution Provision inthe Agreement (the
"Dispute Resolution Provision") or by ucouo of competent jurisdiction that the Guaranteed
Obligations are not enforceable against Contractor. If any payment made by Contractor orany
other Person and applied to the Guaranteed Obligations is at any time annulled, set aside,
rescinded, invalidated, declared tobe fraudulent orpreferential or otherwise required ioborepaid
or refunded, then, to the extent of such payment or repayment, the liability of Guarantor will be
and remain in full force and effect as fully as if such payment had never been made. Guarantor
covenants that this Guaranty will not be fulfilled or discharged, except by the complete payment
and performance of the Guaranteed Obligations, whether by the primary obligor or Guarantor
under this Guaranty. Without limiting the generality of the foregoing, Guarantor's obligations
hereunder will not be released, discharged or otherwise affected by (a) any change in the Project
Documents or the obligations thereunder, or any insolvency, bankruptcy or similar proceeding
affecting Contractor, Guarantor or their respective assets; and (b) the existence of any claim or
set-off which Contractor has or Guarantor may have against City, whether in connection with
this Guaranty or any unrelated transaction, except and only tothe extent any claim or set-off iu
actually allowed either 6v an arbitrator pursuant tn the Dispute Rcop|u1ioo Provision ochy a
court ofcompetent 'orisdiodno` provided that nothing in this Guaranty will be deemed unvab'cr
by Guarantor of any claim or prevent the assertion of any claim by separate suit. This Guaranty
Will in all respects be a continuing, absolute, and unconditional guaranty irrespective of the
genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any part
thereof or any instrument or agreement evidencing any of the Guaranteed Obligations or relating
thereto, or the existence, validity, enforceability, perfection, or ox1ou1 of any collateral therefor nr
any other oircnnaotoucen relating bothe Guaranteed Obligations vvbicb might otherwise cou/dhzde
a defense to the Guaranteed Obligations or this Guaranty, except and only to the extent such
deieoncu are adjudicated uc have been adjudicated either by an arbitrator pursuant to the Dispute
Resolution Provision orbyu court nf competent jurisdiction.
(a) Guarantor agrees that City may enforce this Guaranty, at any time and
from time to time, without the necessity ofresorting toor exhausting any security or collateral
and without the necessity ofproceeding against Contractor, Guarantor hereby waives the right to
require City to proceed against Contractor, to exercise any right or remedy under any of the
Project Documents or to pursue any other remedy or to enforce any other right.
(N Guarantor will continue tohosubject to this U\
any 000difioudnu,agreement nr stipulation between oc among Contractor or City ootheir
respective successors and assigns, with respect io any of the Project Documents orthe
Guaranteed Obligations; (ii) any waiver oforfailure to enforce any of the terms, covenants oc
OAK B4 834 8986 60 u,/ 2
isioio oll I
Will
release • subordination • any collateral then held • City as security for the performance •
Contractor of the Guaranteed Obligations.
(c) The Guaranteed Obligations are not conditional or contingent upon the
pursuit by City • any remedies which City either now has • may hereafter have with respect
thereto under any of the Project Documents.
L 'WR
(a) City may enforce this Guaranty upon the occurrence of a breach by
Contractor of any of the Guaranteed Obligations (following the expiration of any notice and cur*
period set forth in the applicable Contract Document and applicable to such breach),
notwithstanding the existence of any dispute between or among City, Contractor and Guarantor
with respect to the existence • such a breach.
(b) Guarantor's performance of some, but not all, of the Guaranteed
Obligations will in no way limit, affect, modify or abridge Guarantor's liability for those
Guaranteed Obligations that have not been performed.
(c) City, upon such terms as it deems appropriate, without notice or demand
and without affecting the validity or enforceability of this Guaranty or giving rise to any
reduction, limitation, impairment, discharge or termination of Guarantor's liability hereunder,
from time to time may (i) with respect to the financial obligations of Contractor, renew, extend,
accelerate, increase the rate of interest on, or otherwise change the time, place, manner or term�
of payment of financial obligations that are Guaranteed Obligations, and/or subordinate the
payment of the same to the payment of any other obligations, (ii) settle, compromise, release or
discharge, or accept or refuse any offer of performance with respect to, or substitutions for, the
Guaranteed Obligations or any agreement relating thereto, (iii) request and accept other
guarantees of the Guaranteed Obligations and take and hold security for the payment of this
Guaranty or the Guaranteed Obligations, (iv) release, surrender, exchange, substitute,
colm,v,romise settle. rescind, waive. alter, subordinate or m
any security for performance • the Guaranteed Obligations, any other guarantees of the
Guaranteed Obligations, or any other obligation of any Person with respect to the Guaranteed
Obligations, (v) enforce and apply any security hereafter held by or for the benefit of City in
respect of this Guaranty or the Guaranteed Obligations and direct the order or manner of sale
thereof, or exercise any other right or remedy that City may have against any such security, as
City in its discretion may determine, and (vi) exercise any other rights available to it under the
Project Documents.
OA K #4834-8986 6WS v�
OAK 84834-8986 6015 0
Contractor under any of the Project Documents, or of default in the payment or performance of
any such obligations, enforcement of any right or remedy with respect thereto or notice of any
other matters relating thereto; (0 any requirements of diligence or promptness on the part of
except • specifically provided elsewhere in this Guaranty, any defense arising out of
the lack of validity or the unenforceability of the Guaranteed Obligations or any agreement or
instrument relating thereto or by reason of the cessation of the liability of Contractor or any other
Person from any cause other than indefeasible performance in full of the Guaranteed
Obligations; (h) any defense based upon any statute or rule of law which provides that the
obligation of a surety must be neither larger in amount nor in other respects more burdensome
than that of the principal or which reduces a surety's or guarantor's obligation in proportion to
the principal obligation, including, without limitation, all rights and benefits under Section 2809
of the California Civil Code purporting to reduce a guarantor's obligation in proportion to the
obligation of the tirkx4- -2,1; a- - aVunwKPj-ff&.UpM
,*, V gW ""KTM Me" kTzk
or indirectly results in or aids the discharge or release of Contractor, Guarantor or any security
given or held by City in connection with the Guaranteed Obligations; 0) any and all suretyship
defenses under applicable law including, but not limited to, any defense under Sections 2787
through 2855, inclusive, of the California Civil Code; and (k) any statute of limitations affecting
Guar•ntor's liability hereunder or the enforcement thereof.
6. Waiver of'Subroeation and Riehts of Reimbursement. Until the Guaranteed
Obligations have been indefeasibly paid in full, Guarantor waives any claim, right or remedy
which it may now have or may hereafter acquire against Contractor that arises from the
performance of Guarantor hereunder, including-, without limitation. any claim. rig1t or rege4v of
614,111 11 1, VON
a1-fJ-LTM111) I IgHL #1 MIMUY 01 k-1 Ly against Contractor, or any other security or collateral that City
now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under
contract, by statute, under common law or otherwise.
(b) If City forecloses on any real property collateral pledged by Contractor:
(1) The amount of the Guaranteed Obligation may be reduced only by
the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth
more than the sale price.
(2) City may collect from Guarantor even if City, by foreclosing on
the real property collateral, has destroyed any right Guarantor may have to collect from
Contractor.
OAK 114834-8996-6015 v 0
This is an unconditional and irrevocable waiver of any rights and defenses Guarantor
may have because the Guaranteed Obligations secured by real property. These rights and
defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b,
580d, or 726 of the Code of Civil Procedure.
OAK, #4834 8996 60 � 5 v 1 6
111WK911101
411M
11111OW! INTO
11RE111MUMMINEXIM
•
►
Guarantor's Initials
Notwithstanding the foregoing, the release set forth herein shall riot preclude Guarantor
from, and Guarantor hereby expressly reserves its right to, pursue all third parties (which
expressly exclude any Entity released hereby) for any matter covered by the release set forth in
this Section 9.
10. _ Covenant Not to Sue.
(b) Guarantor, for itself and on behalf of each of its members, shareholders,
subsidiaries, affiliates, and each of their res2ective successors and assi v-tis. i ine- 'i erery clUXXjjv�i
OAX #4834 8986-6015 v I
forever and unconditionally not to sue, make any claim or take any action the City and
any of the Committed Cities for any Loss arising out of, relating to (i) any Assumed Liabilities;
(ii) any matter with respect to which Contractor has provided indemnification under the
Agreement, including Article 15 thereof, or Contractor or Guarantor has provided a release under
the Agreement, including Section 9 of this Guaranty; and /id\ facilities other than the Facilities at
which Contractor disposes o{ Waste from the City nfSonoma.
ll. . Guarantor represents and warrants that:
kJ it is corporation duly organized, validly existing, and in good standing
under the laws of the State of Delaware and qualified 0odo business and isiogood standing
under the laws ofthe State ofCal dhas all requisite corporate power and authority to
execute, deliver and perform this [}nurou1y;Lbe execution, delivery, and performance hY
Guarantor of this Guaranty have been duly authorized by all necessary corporate action on the
part of Guarantor;this Guaranty has been duly executed and delivered and constitutes the legal,
valid and binding obligation of Guarantor, enforceable against Guarantor in accordance with its
terms; neither the execution nor delivery of this Guaranty nor compliance with or fulfillment of
the terms, conditions, and provisions hereof, will conflict with, result in a material breach or
violation ofthe terms, uuuddioos." or provisions o[ or constitute oouu1eria| default, au event of
default, ocoo event creating rights of acceleration, termination, or cancellation, ornloss of rights
under (i) the certificate of incorporation or by-laws ofGuarantor, (%) any judgment, decree,
order, contract, agreement, indenture, instrument, note, mortgage, lease, governmental permit, or
other authorization, right restriction, or obligation to which Guarantor is a party or any of its
property is subject orbywhich Guarantor is bound, or (3) any federal, state, or local /mp, statute,
ordinance, rule orregulation applicable to Guuzuotorjt now has and will continue tu have full
and complete uooexo to any and all iuihruzutiou concerning the transactions contemplated hythe
Project Documents nr referred tn therein, and the financial gu1no of Contractor and its ability to
perform the Guaranteed Obligations;it has reviewed and approved copies of the Project
Documents and io fully informed of the remedies City may pursue, with oc without notice to
Contractor or any other Person, in the event of default of any of the Guaranteed Obligations;it
has made and so long as the Guaranteed Obligations (or any portion ibereo0 remain unsatisfied,
it will make its own credit analysis of Contractor and will keep itself fully informed as to all
aspects of the financial condition of Contractor, the performance of the Guaranteed Obligations
of all circumstances bearing upon the risk of nonpayment or nonperformance of the Guaranteed
Obligations. Guarantor hereby waives and relinquishes any duty on the part o[ City to disclose
any matter, fact or thing relating to the business, operations or conditions of Contractor now
kunvvn or hereafter known by City;un oouscot` authorization, approval, order, Uoe000, certificate,
oc permit or act nforfrom, or declaration orfi|iogwith, any govccuozen1u| authority or any party
1n any contract, ugTuoomcn1, ioabonzon1, lease, or license to vdhiub (]uuzuotor in upuoh' or by
Tvbiub Guarantor is bound, is required for the execution, delivery" or compliance with the terms
hereof by Guarantor, except as have been obtained prior to the date hereof; andthere is no
pending or, to the best of its knowledge, threatened action, suit, proceeding, arbitration,
litigation, or investigation of or before any Governmental Authority which challenges the
validity or enforceability of this Guaranty. Goverflipg Law. The validity, interpretation and
effect of this Guaranty are governed by and will be construed iu accordance with the laws ofthe
State o[ California applicable to contracts made and performed in such State and without regard
1n conflicts of law doctrines.
OAK x4o34 '898a-6o15vI
13. Entire Document. This Guaranty contains the entire agreement of Guarantor
with respect to�ie transa�ti ntemplated hereby, and supersede all negotiations,
representations, warranties, commitments, offers, contracts and writings prior to the date hereof,
written or oral, with respect to the subject matter hereof. No waiver, modification or amendi-nenli
*f any provision of this Guaranty is effective unless made in writing and duty signed by City
referring specifically to this Guaranty, and then only to the specific purpose, extent and interest
so provided.
mm�
Either Guarantor or City may from time to time change its address for the purpose of
notices by a similar notice specifying a new address, but no such change is effective until it is
actually received by the party sought to be charged with its contents.
All notices and other communications required or permitted under this Guaranty which
are addressed as provided in this Section 15 are effective upon delivery, if delivered personally
or bp overnight
postage prepaid if delivered by mail.
OAK #4834- 8986-6015 0
lmlle� MW M,
OAK #4834 8986 6015 vi 10
23. Committed Cities. Each Committed City shall be an express third party
beneficiary under this Guaranty as to the Guaranteed Obligations relating to their respective City
Disposal Agreements and shall be individually entilled to enforce the terms hereof against
Guarantor.
OA➢ 44834 8986 6015 v4 11
IN WITNESS WHEREOF, Guarantor has executed this Guaranty as of the date first
written above.
GUARANTOR: REPUBLIC SERVICES, INC.
a Delaware corporation
OAK H4934 9996 6015 vi 12
Sonoma County Committed Cities' Contingency Liability Fund Agreement
This Agreement is entered into by the Cities of Cloverdale, Cotati Healdsburg, Rohnert
Park, Santa Rosa, Sebastopol and Sonoma, and the Town of Windsor (collectively, the
"Committed Cities").
Sonoma County Committed Cities' Contingency Liability Fund Agreement
Page 2 of 8
Except as otherwise provided for -herein, the definitions of capitalized terms in
and Former Landfills Settlement Agreement between the County of Sonoma and the
Committed Cities which definitions are incorporated herein by reference.
MENE01--lawn
EMMOMM=
3. Governance of the Fund.
I TIM ON
MMIJ 11111 I'M I IN M M, 10) 11 IVA HI I INS I-.
PA
Sonoma County Com genry Liability Fund Agreement
Page 3 of 8
I f - Im f - -Lj,-IUIeSs--
and until each of the other committed Cities have been given written notice of a
limitation on that representative's authority, the revocation of that representative's
authority or the appointment of a different representative. The initial representative of
each Committed City shall be its City Manager,
A� Voting Power.
Each committed City shall have one vote on any matter related to the Committed
Cities Contingent Liability Fund.
• SupermajorityVotes Required.
Reduction or increase iii the amount of the Committed Cities
Contingent Liability Pund surcharge.
The termination of the CCCL Furld. Provided however that any
individual Committed City or Cities may request the County and/or
Republic to continue to collect funds on itsbehalf.
C. Unahimous vote.
The Committed Cities may:unammously agree to such other disbursements from
the Committed Cities Contingent Liability.Fund for purposes identified in this
agreement for the hiring of consultants, hiring of legal counsel or payment of any
claims asserting EnviroWnental Liability against the Committed Cities,
I I
Sonoma County Committed Cities' Contingency Liability Fund Agreement
Page 4 of 8
3.3. Meetings.
A. Calling Meetings.
rl� 11
Representatives of six oz more of the Committed Cities attending a meeting in
person or remotely shall be a quorum. Proxy Votes are not permitted,
C. Chairing the, Meeting.
The representative who called the meeting shall act as Chair of the meeting.
3.4. Secretary.
4. Shares of the fund.
Each Committed City shall have a share of the Committed Cities Contingent
Liability Fund equal to the proportion of the fees paid into the CCCL Fund from each
Committed City's solid waste deliveries to the Central Disposal Site. The Committed
Cities shall be provided with an annual accounting by the County of the amount and
proportion of fees allocated to each Committed City.
4
Sonoma County Committed Cities' Contingency Liability Fund Agreement
Page Sn|B
No City's share of funds shall be disbursed without that City's consent to
distribution or payment from its share of the CCCL Fund. If other cities elect to
terminate this Agreement, any Committed City or group of Committed Cities shall have
the right to request the County to continue to collect fees on behalf of thajur , isdiction (or
on behalf of those jurisdictions) on its or their Committed Waste.
5. Uses of the Fund.
The Committed Cities Contingent Liability Fund and the trioneytherein may be
used only for the benefit of the Committed Cities' solid waste ratepayers. Whether a use
is for the benefit of the Committed Cities' solid waste ratepayers is entirely within the
reasonable discretion of the Committed Cities and their representatives to the CCCL
Any dispute among the Committed Cities or any of them involving the.
Committed Cities Contingent Liability Fund shall be subject to binding arbitration as
Agreement between the County of Sonoma and the Committed Cities.
Sonoma County Committed Cities' Contingency Liability Fund AgreemenT
Page 6 of 8
8.1. Sever ability.
8.2. Amendment and Modification.
This Agreement may be modified only upon written agreement of the Comm itted Citil
8.3 Integration.
Rds Agreement contains the entire -understanding of the parties and constitutes
the sole and only agreement between them concerning the gubj.ect: matter hereof or the
rights and duties of any of them in connection therewith. Anyagreements or
rqji�reseritations amonQ the !#,,artics hereto , re, arding said suK ect 11vatter not exlocressLkiA get
forth in this Agreement. are null and void.
M
T r
re;M =3
Page 7 of 8 1
lu�1M
Dated: - ---------- ------------ --- --- By:
Name:
Title:
Address:
ftpmol r-
Dated: By:
Name:
......................... . .. . .
Title:
Address:
_I I ,�
City, of Realdsburg
Dated: - ------ ---------- —, By,,
Name.
Title:
Address:
UM=
Cit
. Y of Rohnert P ark
Dated- ..... ............ . . ----- By:
Name:
Title:
Address:
pjO I MI
Sonoma County Committed Cities' Contingency Liability Fund Agreement
Page 8 of 8
Dated: By:
Name:
City of Sebastopol
Dated: ...... .. ... .... By:
Naine:
Title:
Address:
N 0 0 1
11 W92 0 tri MI
City of `Sonoma
Dated: - - - ------ ------ — By:
Narne . . . .... .......
Title:
Address:
M=
Town of Windsor
Dated: By:
Nariie! . . . ....... .
Title:
M4 re
EXHIBIT C
I I
This Agreement is entered into by the Cities of Cloverdale, Cotati, Healdsburg, Rohnert
Park, Santa Rosa, Sebastopol and Sonoma, and the Town of Windsor (collectively, the
"Committed Cities").
Recitals:
Sonoma County Committed Cities' Contingency Liability Fund Agreement
Page 2 of 8
AGREEMENT
1. Definitions.
Except as otherwise provided for herein, the definitions of capitalized terms in
this Agreement shall have the same meaning as provided for in the Central Disposal Si
and Former Landfills Settlement Agreement between the County of Sonoma and the
Committed Cities which definitions are incorporated herein by reference.
2. Recitals.
MMUM=
3. Governance of the Fund.
3.1. Committed Cities' Representatives.
Each Committed City shall designate a representative to speak for and act on
behalf of that Committed City with regard to decisions related to the Committed Cities
Contingent Liability Fund. That representative shall be conclusively presumed to have
N
Sonoma County Committed Cities' Contingency Liability Fund Agreement
Page ama
the actual authority to speak for and act mu behalf of his ozher Committed City unless
and until each uf the other committed Cities have been given written notice o[u
bod1adunontbu1rnprnscntudve`mau1bodty'tberevocutk000fdbd1rePruaooiubve`m
authority or the appointment o{o different representative. The initial representative of
each Committed City shall be its City Manager.
Hummum-
A. Voting Power.
Each committed City shall have one vote on any matter related to the Committed
Cities Contingent Liability Fund.
B. Supermajority Votes Required.
The following decisions shall the assent ofut least seven o[ the eight
Committed Cities subject to the provisions set forth in Section 4:
�
Reduction or increase io the amount of the Committed Cities
Contingent Liability Fund surcharge.
The termination of the CCCL Fund. Provided however that any
individual Committed City or Cities may request the County and/or
Republic to continue to collect funds on its behalf.
the Committed Cities Contingent Liability Fund for purposes identified in this
agreement for the hiring of consultants, hiring of legal counsel or payment of any
claims asserting Environmental Liability against the Committed Cities.
gill KWHTMWOMIIIUGIIIBNFIIIIII��
Sonoma County Committed Cities' Contingency Liability Fund Agreement
Page 4oio
3.3. Meetings.
A. Calling Meetings.
B.
Representatives of six or more of the Committed Cities attending a meeting in
person or remotely shall be a quorum. Proxy votes are not permitted.
C. Chairing the Meeting.
The representative who called the shall act uu Chair o[the meeting,
4. Shares of the Fund.
Each Committed City shall have u share oy the Committed Cities Contingent
Liability Fund equal to the proportion nf the fees paid into the CCCL Fund from each
Committed City's solid waste deliveries to the Central Disposal Site. The Committed
Cities shall be provided with an annual accounting by the County of the amount and
proportion of fees allocated to each Committed City.
U
Sonoma County Committed Cities' Contingency Liability Fund Agreement
Page 5or0
No City's share of funds shall be disbursed without that City's consent to
distribution or payment from its share of the CCCL Fund. If other cities elect to
terminate this Agreement, any Committed City or group of Committed Cities shall have
the right to request the County to continue to collect fees on behalf of that jurisdiction (or
on behalf of those jurisdictions) on its or their Committed Waste.
5. Uses of the Fund.
The Committed Cities Contingent Liability Fund and the money therein may be
used only for the benefit of the Committed Cities' solid waste ratepayers. Whether a use
is for the benefit of the Committed Cities' solid waste ratepayers is entirely within the
reasonable discretion of the Committed Cities and their representatives to the CCCL
7. Dispute Resolution.
Any dispute among the Committed Cities or any of them involving the
Committed Cities Contingent Liability Fund shall be subject to binding arbitration as
Agreement between the County of Sonoma and the Committed Cities.
Sonoma County Committed Cities' Contingency Liability Fund Agreement
Page 6ofo
8.1. S
8.2. Amendment and Modification.
This Agreement may be modified only upon written ag-r
Cities
8.3 Integration.
This Agreement contains the entire understanding of the parties and constitutes
the sole and only agreement between them concerning the subject matter hereof or the
rights and duties of any of them in connection therewith. Any agreements or
forth in this Agreement are null and void.
Sonoma County Committed Cities' Contingency Liability Fund Agreement
Page 7 of 8
City of Cloverdale
Date& ....... . ................... . . . . . By:
Name:
Title:
Address:
MRIMUM
Dated: - ------- - By:
Name:
Title:
Addres&
UMEM
City of Healdsburg
Dated: .......... . ..... I By:
Name:
Title:
Address'.
W- M 6117 Me
City of Rohnert Park
Dated: By:
Name:
Title:
Address:
11
Sonoma County Committed Cities' Contingency Liability Fund Agreement
Page 8 of 8
City of Santa Rosa
Dated: . ...... By:
Name:
Title:
Address:
City of Sebastopol
Dated: - - - -,m m By:
Name:
Title:
Address.-
City of Sonoma
Dated: .......... - By:
Name:
Title:
Address:
Telephone;
E-mail:
Dated: --------- By:
Name:
Title:
Address:
I