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Home My WebLink AboutMINUTES - 09241991 - 2.3 P TO: BOARD OF SUPERVISORS 'Il FROM: Sara Hoffman ? � !• Solid Waste Manager t f �. - Contra DATE: September 24, 1991 ` CoLnty SUBJECT: Landfill Rate Regulation SPECIFIC REQUEST(S) OR RECOMMENDATIONS(S) & BACKGROUND AND JUSTIFICATION RECOMMENDATIONS ADOPT the rate regulation procedures for the Marsh Canyon Landfill and Keller Canyon Landfill, through amendment of Articles 1, 2 and 6 of the Landfill Franchise Agreements. 11 it BACKGROUND/REASONS FOR RECOMMENDATIONS Prior to October 1, 1991,. the Board of Supervisors has the right to establish rate setting procedures for the landfills different from those procedures currently in the Landfill Franchise Agreement. After October 1, 1991, any changes can occur only by mutual agreement. The proposed changes to the rate regulation procedure clarify the timing and methodology for setting each of the components of the rate including: • form and content of rate applications determined by the County; • timing for rate component adjustment (for example, adjustment of Site Development costs when a new landfill module is developed) ; • requirement for audited financial statements for Site Operation and Maintenance .11costs and County verification of other costs; • provision for partial or full rate deregulation. The Landfill Franchise Agreement provides that the Operator shall not, nor shall he be obligated to, accept waste at the landfill prior to the Board's determination of the initial Gate Rate. These proposed procedures do not change that requirement. CONTINUED ON ATTACHMENT: YES SIGNATURE: r RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDATION OF BOARD CJ1kMITTEE APPROVE OTHER SIGNATURE(S) : ACTION OF BOARD ON September 24, 1991 APPROVED AS RECOMMENDED OTHER X The Board APPROVED language modifications for supplemental provisions to rate regulation procedures for-the-Marsh Canyon Landfill-and�the--Keller .Canyon Landfill:Tranchise`"`_`-- Agreements. VOTE OF SUPERVISORS I HEREBY CERTIFY THAT THIS IS A UNANIMOUS (ABSENT ) TRUE AND CORRECT COPY OF AN AYES: I, III, IV & V NOES: ACTION TAKEN AND ENTERED ON THE ABSENT: ABSTAIN: II MINUTES OF THE BOARD OF SUPERVISORS ON THE DATE SHOWN. i ATTESTED September 24, 1991 PHIL BATCHELOR, CLERK OF THE BOARD OF SUPERVISORS AND COUNTY ADMINISTRATOR cc: Community Development County Counsel Keller Canyon Landfill BY (it. , DEPUTY Marsh Canyon Landfill h23:ratereg.bos i'. i. CONTRA COSTA COUNTY COMMUNITY DEVELOPMENT DEPARTMENT DATE: September 23, 1991 TO: Board of 3I!Supervisors FROM: Sara Hoffman ,,,-7K Solid Waste Manager I, SUBJECT: Rate Regulation for Landfills, Agenda Item Number 2.3 ui The franchise agreement's with the Keller Canyon and Marsh Canyon Landfill recognized the need for adjustments to the rate-setting mechanism and specifically allows the Board to make unilateral changes prior to October 1, 1991. The agreements reference, but are not limited to provisions for a) audited financial statements, b) timing of rate changes, c) rate review process, d) cost allocation between regulated and unregulated landfill operations. Need to Act on September 24 1991 Last week Supervisor Powers asked if we could delay consideration the rate regulation procedures for the landfill, since he could not attend the September 24, 1991 meeting. Staff was agreeable to the change; however, since the deadline date is set by the franchise agreement, any change requires a franchise agreement amendment which requires concurrence by the.landfill operators. Earlier in thell!month, staff had suggested a November 1, 1991 date to the operators but both did not concur:'' After Supervisor Powers' request, staff once again talked to the landfill operators and, as',of early Friday afternoon, thought that both operators wo uI ld concur with the revised date; however, later that afternoon, one of the landfill operator's representative confirmed that they prefe=rred not to change the date. Since the landfill operators both have not concurred with the November 1, 1991 consideration date, the Board must either act on September 24, 1991 or lose its ability to change the rate regulation procedures as it sees fit. Changes to the Rate Regulation Procedures The franchise agreementsjf provide for basically three types of rates: Special Handling Waste rates, Out-of-County Waste rates, and the Gate Rate for all other waste. These rates are iii t composed of rate components as follows: • Site Acquisition * Site Development • Site Operation and Maintenance * Future Anticipated Costs • Unusual and Unanticipated Costs • Site Closure and Post-Closure Maintenance • Su'r`charges • Mandated Fees The proposed changes to,l the franchise agreement does not change the basic approach to rates; i.e., that rates are composed of rate components, each of which is separate and which combined equals the overall applicable rate. Rather, the proposed changes give the Board of Supervisors the ability to protect the public interest in setting reasonable rates. The major differences are noted below: Major Differences: 1. Clarification that rates will be cost-based, including definition of allowable costs. 2. Requirement for expense verification, through yearly audited financial statements and yearly reconciliations. 3. Clarification on the timin for establishing the initial Gate Rate and future adjustments to the rate (for example, the Site Development rate component will be adjusted prior to the need to open a'�new landfill module, while the Site Operations and Maintenance rate component will be reviewed by the Board every 5 years and, in the interim, will be subject to inflation adjustment). 4. Provision for different profit levels by rate component (for example, profit on Site Acquisition may be higher than profit on Site Operations and Maintenance). 5. Elimination of the,New Regulatory Cost rate component. (costs driven by regulatory action will now be considered as part of either Site Development or Site Operations and Maintenance, as appropriate). 6. Inclusion of currently unknown specified Site Acquisition costs (including future legal fees and any payments to neighboring property owners) in the Future Anticipated Costs rate component. 7.. Provision for more'1, one Out-of-County Waste rate and mechanism for the Operator to recover revenue''when the Out-of-County Waste rate is lower than the Gate Rate (due to a reciprocal capacity agreement). 8. Reduction of the Surcharge to the County from 30% to 10% when the Board does not set a specific amount for a particular year. 9. Provision for full or partial rate deregulation, upon agreement between County and all i. landfill operators. Further Rate Regulation Changes By adopting the proposed rate regulations for the landfill, the Board does not preclude future changes. However, these changes may only occur if the landfill operators agree. The proposed changes in rate regulation are those which (although staff has consulted and made changes in response to operators' concerns) are subject to the sole discretion of the Board of Supervisors. I cc: Phil Batchelor Val Alexeeff ,4 h23:bosrte.mem 1 Y, @ y g , Gifu j PROPOSED REVISIONS September 23, 1991 LANDFILL FRANCHISES Section 1.6 ESTABLISHMENT OF COMMENCEMENT DATE AND INITIAL GATE RATE. Operator shall not, and shall have no obligation to, accept Solid Waste for disposal pursuant to the Use Permit and this Agreement or establish the Commencement date prior to the establishment of the initial Gate Rate as provided in Article 6, Rates and Operator agreement to the initial Gate Rate. ARTICLE 2. DEFINITIONS Section 2.1 AGREEMENT. "Agreement" shall refer to this Agreement and is synonymous for purposes of this Agreement with the word "Contract." Section 2.2 ALLOWABLE COST. "Allowable Cost" shall mean those costs enumerated as follows which the Board specifically determines to be eligible for reimbursement through rates: 1. That price paid by the Operator for the acquisition of a goodor a service including allocated burden for corporate overhead, that is not required to be carried as an asset or be depreciated or amortized over time under a regulatory accounting system approved by the Board; or 2. Those expenses resulting from depreciation or amortization of an asset as according;to a regulatory accounting system approved by the Board; for 3. Those fees imposed on the Operator by the County, by the Board or by other G. governmental agencies, which are expressly intended to be reimbursed through collection"from ratepayers Section 2.3 ANALYSIS PERIOD. "Analysis Period" refers to the twelve (1 2) consecutive calendar months beginning the first day of fiscal year of the Operator throughout the term of this Agreement. The first lAnalysis Period, for purposes of this Agreement, shall begin on the Commencement Date and end on the following last day of the fiscal year of the Operator and may be less than 12 months. Section 2.4 ANNUAL PERIOD. "Annual Period" shall have the same definition as "Analysis Period." Section 2.6 ASSOCIATED COST OF FUNDS. The "Associated Cost of Funds" shall be the Eleventh Federal District Cost of Funds plus _ points. Section 2.9 CAPITAL COSTS. "Capital Costs" shall be the monies expended ed or required P11 to be expended for the purchase of long-term assets or for the purchase of those goods or services that, under Generally Accepted Accounting Principles, are required to be carried as-1 assets on the I Operator's balance sheet and amortized or depreciated over time. Allowable Capital Costs shall be included in rate components by depreciating or amortizing those costs over a period of time or other measures as provided for 1�in Article 6 for each rate component. Section 2.17 FUTURE ANTICIPATED COSTS. "Future Anticipated Costs" are those costs which will likely arise but which have not been provided for in the Gate Rate initially because of the uncertainty of the amount of these costs at the time of entering into this Agreement and a need by the parties to ascertain these costs with precision prior to including them in the Gate Rate. Future Anticipated Costs shall be limited to those categories agreed to by County and Operator prior to the Commencement Date or as hereafter agreed to by the parties after notice and public review. Section 2.19 GATE RATE. " Gate Rate" shall mean the per ton cost to dispose of Solid Waste at the Landfill, excluding Out-of-County Waste and Special Handling Waste, and shall consist of the following rate components as each of them is further defined and set in this Agreement: Site Acquisition; Site Development; Site Operation and Maintenance; Unusual and Unanticipated Costs; Ful!ture Anticipated Costs; Site Closure and Post-Closure Maintenance; Surcharge(s); Mandated Fees. Section 2.19(a) GATE RATE FOR OUT-OF-COUNTY WASTE. "Gate Rate for Out-of- County Waste" shall mean the fee charged to dispose of waste generated outside the boundaries of Contra Costa County. Section 2.23 INFLATION ADJUSTMENT. "Inflation Adjustment" shall be calculated by means of the formula employed to determine the adjustment, if any, to the Site Operation and power of the ent to reflect any increase or decrease in the purchasing Maintenance rate compon' I dollar during the term of this Agreement which shall be calculated strictly in accordance with the following: Inflation Adjustment =.A x (B-C) C A = The Site Operations and Maintenance rate component for the current Annual Period. B The index �,figure for August of the current Annual Period, as shown n in the San Francisca-Oakland-San Jose Metropolitan Area Consumer Price Index - All Urban I Consumers; as published by the U.S. Department of Labor ("CPI") based on the period 1984984 = 100. C = The index figure for August of the immediately preceding Annual Period, as shown in the San Francisco-Oakland-San Jose Metropolitan Area Consumer Price Index - I All Urban Consumers as published by the U.S. Department of Labor ("CPI") based on the period 1982-1984 = 100. 2 If the base of the CPI is changed, then the new base shall be converted to the 11982-1984 base in accordance with the '"tables issued by the U.S. Bureau of Labor Statistics, and the base so converted shall continue;Pto be used. Should the Bureau discontinue the publication, substantially alter the components of the CPI index or publish same less frequently, Operator and County shall adopt a substitute index or procedure which most accurately reflects labor costs. Section 2.25 MANDATED FEES. "Mandated Fees" shall be those monies required from Operator from time to time by any Regulatory Agency for the purpose of funding (a) Federal, State or regional programs, (b) programs required by the Land Use Permit, or (c) other County established fees. Mandaied Fees shall be a component of the Gate Rate. y Section 2.27 NEW REGULATORY COST. The "New Regulatory Cost" shall be increases or decreases in capital and/or operations costs associated with the need to comply with standards, ordinances, and/or rules; or regulations adopted by Regulatory Agencies after the date of this Agreement. Section 2.32 PROFIT. "Profit" shall mean an amount determined by the Board to compensate the Operator for the use of its resources, for the risks undertaken by it and its entrepreneurial effort. Profit may differ by rate component of the Gate Rate, Gate Rate for Out-of- County Waste and Gate Rate for Special Handling Waste. For purposes of this Agreement, "Profit" is separate and distinct from compensation for use of the Operator's financial resources provided by application of "Associated Cost of Funds." Section 2.35 SITE ACQUISITION. "Site Acquisition" shall mean that portion of the Gate Rate which compensates Operator for the reasonable costs of 1) obtaining and defending all permits and approvals necessary to open and commence operation of the Landfill (including, but not limited to accounting, engineering and legal fees) and 2) acquiring and maintaining the right to use the landfill-site, including rents, if any. Section'2.37 SITE DEVELOPMENT. "Site Development" shall mean that portion of the Gate Rate which reflects/ the amortized cost per ton to be recovered by Operator or reasonable Capital Costs, off-site construction costs and fees, mitigation measures and other costs imposed by the Use Permit and the Permits, and including all ancillary design, engineering and permit costs, but excluding Future Anticipated Costs. Section 2.38 SITE OPERATION AND MAINTENANCE. "Site Operation and Maintenance" shall mean the costs related to the performance, as determined in accordance with generally accepted accounting principles, of disposal operations and maintenance at the Site in compliance with law andPermits. E Site Operations and Maintenance Costs shall include, but not be limited to, the reasonable costs of: labor and equipment, allocated burden for corporate overhead, equipment maintenance, engineering,legal and accounting services,administration,environmental compliance and monitoring, 3 site cover procurement and placement, control of litter and debris on-site and off-site, permits, permit and rate review compliance and reporting, maintenance of facilities, inspections and insurance policies. Site Operations and Maintenance shall not include any items included in Unusual and Unanticipated Costs, Future Anticipated.Costs or legal costs incurred in actions brought by Operator against the County. Section 2.42 SURCHARGE(S). "Surcharge(s)" shall mean that portion of the Gate Rate for funding of Solid Waste Programs, closure of County landfills in operation prior,to 1990 and for franchise fees and other costs deemed appropriate by the County. The Surcharge(s) may be applied to the Gate Rate , Special Handling Waste Rate and/or the Out-of-County Waste Rate, as required by the County. Section 2.44 UNUSUAL AND UNANTICIPATED COSTS. "Unusual and Unanticipated Costs" shall mean reasonable costs resulting from circumstances which may arise and which have not been predicted or foreseen in this Agreement. Unusual and Unanticipated Costs do not include New Regulatory Costs and Future Anticipated Costs ARTICLE 6. RATES Section 6.1 RATE SETTING. This article establishes the procedure for initial establishment and adjustment of each° rate component of the Gate Rate. Site Acquisition (Section 6.3); Site Development (Section 1'6.4); Site. Operation and Maintenance (Section 6.5); Unusual and Unanticipated Costs (Section 6.8); Mandated Fees (Section 6.10); Surcharges (Section 6.11); and Site Closure and Post-Closure Maintenance (Section 6.12). This article also establishes the procedure for initial establishment and adjustment of the Gate Rate -for Special Handling Waste (Section 6.13) and Out-of-County Waste (Section ,6.14). Within 90 days of the close of each Analysis Period, the Operator shall submit an audited financial statement for the landfill to the County. Concurrently, the Operator shall submit a reconciliation of costs included in the rates. The Board shall consider the audited financial statement in adjusting rate components and setting rates. All rates set by the Board shall be reasonable and in conformance with applicable law. Section 6.2 INITIAL ESTABLISHMENT OF RATES. Prior to Commence I ent Date, the Board shall establish the ,Gate Rate, in accordance with this Article. The Operator shall inform the Board at least 120 days prior to the possible Commencement Date. The County shall then request the Operator to submit such information necessary for its review of the Gate Rate providing the Operator at least 45 days'to comply completely with the County's request. 4 M The Board may also establish the Gate Rate for Out-of-County Waste and Special Handling Waste prior to the Commencement Date or at another time the Board deems appropriate, provided however, that it shall do',so within 90 days of a request to do so by the Operator and receipt of a complete rate application from the Operator. As part of establishing the initial Gate Rate, the Board shall set the points for the Associated Cost of Funds (Section 22.6). Section 6.3 SITE ACQUISITION. To set the initial Site Acquisition rate component, the County shall request, andthe Operator shall provide, an accounting of all costs, by category of cost, which the Operator believes should be considered as Site Acquisition costs as defined in Section 2.35 and Allowable Cost's as defined in Section 2.2. The County may specify the form in which such accounting shall be,submitted by Operator. The County shall have the right to verify such costs by audit or other such means it deems appropriate. The total cost of Site Acquisition plus Profit, plus Associated Cost of Funds where appropriate, shall be determined through negotiation between the County and Operator. The total Site Acquisition costs shall be amortized over 1) the overall tonnage capacity of the landfill, as currently permitted; or 2) the 25 year initial term of this Agreement; or 3) other such amortization methodology acceptable to both Operator and County. The Board shall approve w4the initial Site Acquisition rate component and may, upon agreement by the Operator, establish a„time frame for adjustment of the rate component. Operator and County acknowledge that all Site Acquisition costs may not be known prior to the Commencement Datei Such costs may include, but not be limited to, legal fees and payments ar to neighboring property owners. The Operator may request and the Board must consider including such reasonable costs into the Site Acquisition rate component during its rate setting process for Future Anticipated Costs provided however, the Board shall not consider any cons incurred or committed by contract by the Operator prior to the Commencement Date. Section 6.4 SITEEIDEVELOPMENT. To set the initial Site Development rate component, the County shall request and the Operator shall provide an accounting of all site development costs, by category of cost which the Operator believes should be considered as Site Devefopment costs, as defined in Section 2.37 and as Allowable Costs, as defined in Section 2.2. Such categories shall differentiate between costs related to the overall development of the landfill and those costs related to development of the first landfill module. The County may specify the form and content of such accounting to be submitted by Operator. The Board shall assess the reasonableness of the site development costs and provide for a reasonable profit to the Operator plus Associated Cost of Funds, where appropriate. In setting the Site Development rate component, the Board shall amortize Capital Costs over the life of the capital item provided that such life shall not exceed the initial 25 year term of this agreement.or the tonnage capacity of the landfill module, as appropriate, unless the Board and the ;Operator mutually agree otherwise. After setting the initial Site Development rate component, the Board shall consider and set future Site Development gate components following notification by the Operator of the need to develop a new landfill 'module, or as provided in Section 6.7, New Regulatory Costs. The procedure shall be as specified in this section. 5 To the extent that the initial or adjusted Site Development rate component is based on cost estimates, not actual expenditures, the Board has the right to review the accuracy of such cost estimates within one year following completion of the work and make such reasonable adjustments to the rate component as it deems appropriate. Section 6.5 SITE OPERATION AND MAINTENANCE. To set the initial Site Operation and Maintenance rate component, the County shall request and the Operator shall provide a rate application in such form and content as specified by the County. The Site Operation and Maintenance component shall be first adjusted by the Board one (1) year from the end of the first Analysis Period , then three (3) years after the end of the first Analysis Period and thereafter every five (5) years, except as provided in Section 6.7, New Regulatory Costs. The if adjustment shall be made in the same manner, and in accordance with the same procedures used for the initial establishment of such components. Except as provided in Section 6.7, New Regulatory Costs, after each adjustment, the resulting Site Operation and Maintenance rate component shall be effective for the next five (5) year period and, during that period, shall be adjuste&for inflation annually in accordance with Section 6.6, Inflation Adjustment. Section 6.6. INFLATION ADJUSTMENT Except for the requirement of notice as provided herein during the period between Board adjustment of the Site Operation and Maintenance rate component pursuant to`Section 6.5, adjustment to the Site Operation and Maintenance rate component for inflation pursuant to this section is automatic but subject to the discretion of Operator to determine whether to take the full percentage adjustment in any given year or defer a portion of the allowed percentage to subsequent years prior to the next Board adjustment. Any deferred percentage adjustment shall apply prospectively and not retroactively. To apply the Inflation Adjustment in compliance with this Agreement, Operator shall: (1) calculate the appropriate+adjustment to the Site Operations and Maintenance rate component of the Gate Rate, in accordance with the Inflation Adjustment formula specified in Section 2.23 for the most recent Analysis Period; provided however that if the resulting increase or decrease is greater than seven percent (7%), then the formula shall be disregarded, and the Inflation Adjustment applicable beginning the following Annual Period shall be seven percent (7%) (plus any deferred percentage adjustment which Operator chooses to apply.); and (2) provide at least ninety (90) days written notice to the County which shall clearly show the Inflation Adjustment calculation and the resulting Site Operation and Maintenance component adjustment (the "Inflation Adjustment Notice"). Provided such notice is given, and the County does not dispute the validity of the Inflation Adjustment calculation within 30 days of receipt of the Notice, the Inflation Adjustment shall automatically be applied to the rate component and thereby included in the Gate Rate on the first day of each Annual Period. Failure or delay by Operator to give Notice of the Inflation Adjustment pursuant to this section shall not constitute a waiver of its right to secure that percentage adjustment or any succeeding adjustment beginning the first day of a subsequent Annual Period. However, Operator shall not be entitled to any retroactivity in rate adjustment dollars, for failing to apply the full percentage adjustment due to Operator's choice or failing to give proper Inflation Adjustment 6 Notice, nor shall any Inflation Adjustment be included in the Gate Rate at any time except the first day of an Annual Period Section 6.7. NEW REGULATORY COSTS The Operator and County agree that the Site Development and Operation and Maintenance costs could increase or decrease from time to time as a result of the need to comply with statutes, ordinances, and/or rules or regulations ("Laws") adopted or implemented 'after the date of this Agreement. Either the Operator or the County may initiate, not more often than once annually, rate review applications to change the Site Development rate component and/or Operations and Maintenance rate component to reflect New Regulatory Costs. The Board shall only adjust the applicable rate component under the provisions of this section as necessary to reflect the New Regulatory Costs and shall not adjust the rate component for any other reason or consider any other cost or cost category of the rate component except as provided in this section. The procedure and rate application to include New Regulatory Costs shall be that specified in Section 6.4, Site 'Development and/or Section 6.5, Site Operation and Maintenance, as applicable, provided however, the Board must find that�jhe additional capital cost or operating costs that will be incurred to comply with the new Laws are reasonable and applicable to the landfill . These costs shall be reduced for any previously determined New Regulatory Costs which were not incurred but have been fully recovered through previous rate adjustments. Any rate adjustments due to New Regulatory Costs shall be effective on the first day of the following Annual Period but in no event, sooner than ninety (90) days after approval by the Board and shall terminate when the New Regulatory'Cost is fully reimbursed, including Operator's Profit and Associated Cost of Funds, where appropriate. New Regulatory Cost shall be subject to Inflation Adjustment when included in Site Operation and Maintenance. Section 6.8. UNUSUAL AND UNANTICIPATED COSTS. Operator and the County recognize that, during the term of the Agreement, circumstances may, and probably will, arise which cannot be predicted or foreseen in this Agreement It is understood that most unforeseen changes that result in cost increases to Operator without direct relation to regulated rate components will be addressed by the Unusual and Unanticipated Costs adjustment mechanisms pr ovided for in this Section 6.8. It is the intent of this provision to set forth reasonable expectations with respect to the items which could produce circumstances not covered elsewhere in this Agreement and to provide a means for arriving at adjustments in rates to reflect resulting Allowable Cost impacts. County and Operator may negotiate upward or downward adjustments to rates based on Unusual and Unanticipated Costs. Said negotiations shall be conducted in good faith and may include, but are not limited to, situations such as the following: m 1. Proposed changes in the level of service by the County or Operator; and 2. Compensation to Operator for off-site improvements which have received prior approval by the County; and 7 ii I 3. Changes in technology that significantly modify the intention and circumstances existing on the date of execution of this Agreement and which have a direct bearing on costs . The adjustment to the Gate Rate resulting from said negotiation shall include compensation for reasonable costs of labor, equipment, and materials, plus Profit and any appropriate Associated Cost of Funds, necessary to perform this Agreement as it may be amended by the negotiations. The adjustment of the Gate Rate, if any, shall commence on the first day of the next Annual Period and, in the case of capital improvements, shall be effective only for the period of time necessary to recover costs. For the initial Gate Rate, the Unusual and Unanticipated rate component shall be $0.00 (zero). Section 6.9 FUTURE ANTICIPATED COSTS. Operator and County recognize that certain defined costs may not b6Jncluded in the initial Gate Rate if it is desirable to await the determination of actual costs which otherwise may prove to be inaccurate. For the initial Gate Rate, Future Anticipated Costs shall be $0.00 (zero). Operator shall, at least 90 days prior to first day of the each Annual Period, submit to County adequate evidence such as bids, receipts, invoices, time records, and engineer's estimates of the costs actually incurred or to be incurred for Allowable Future Anticipated Costs and calculation of an appropriate Gate Rate component to reflect these costs. The Board may approve adjustments to the rate component, upon verification that such costs should not be included in any other rate component, the reasonableness of the amount of the Future Anticipated`Costs and the resulting rate component`calculations by County. If approved by the Board, Operator shall adjust the Gate Rate upward or ;downward to reflect the incurrence of and adjustments in these costs, plus Profit, plus Associated Cost of Funds, where appropriate, effective the first day of the next Annual Period. - Section 6.10 MANDATED FEES. The Gate Rate will automatically be adjusted to accommodate the imposition, change or removal of Mandated Fees as such fees 1 are adopted, amended or repealed by Regulatory Agencies. Operator shall give County prompt written notice of the adoption, amendment or repeal of a Mandated Fee. A Mandated Fee shall: (1) become part of the Gate Rate on the date any legislation or regulation imposes the Mandated Fee upon Operator; (2) be adjusted in the Gate Rate on the required date set forth in any legislation for regulation changing said Mandated jFee; and (3) be removed from the Gate Rate upon 'recapture of the Mandated Fee or in the event of repeal of the legislation. When the Mandated Fee imposed upon the Operator is not a per ton fee, but a flat fee, the Operator shall consult with the County on the appropriate method to amortize the fee. Flat fees may be subject to Associated Cost of Funds. The Mandated Fee rate component shall'be adjusted upon agreement between the County and Operator on the amortization period and method. Mandated Fees shall not include Profit. 8 Section 6.11 SURCHARGE(S). The County may determine and establish, effective on the first day of each Annual Period, the Surcharge(s) wbe added en applicable hich shall d to the thGate Rate, Out-of-County Waste Rate or Special Handling Waste Rate for that Annual Period. Operator will be provided at least ninety(90) days written notice of any Surcharge(s) established for the Annual Period. In the absence of the County establishing a particular Surcharge amount(s) or rate for any Annual Period, the Surcharges) to'be collected by the Operator for the County shall be ten percent ( 10%) of the then applicable total approved Gate Rate, , Out-of-County Waste Rate and Special Handling Waste Rate minus the existing Surcharge(s) and Mandated Fees for that Annual Period. Where appropriate,-the County may include Associated Cost of Funds in the Surcharge rate component but, in any case, shall not include Profit. Notwithstanding the above paragraph, the Surcharge(s) imposed by the County under this Agreement shall not exceed the lowest Surcharge applicable to similar categories of waste at any other landfill in the unincorporated area of the County, whether publicly or privately owned or operated and over which lthe County has the authority to impose such Surcharge. Section 6.12 CLOSURE AND POST-CLOSURE MAINTENANCE. The Board shall set the Closure and Post-Closure Maintenance rate component to reflect costs identified in the Closure Plan and Post-Closure Maintenance Plan and reasonable costs, incurred for closure and post maintenance of the landfill modules. The Operator shall receive no profit on the Closure and Post- Closure Maintenance rate component. Section 6.13. SPECIAL HANDLING WASTE RATES. Rates for Special Handling Waste shall be reviewed by thee, Board in accordance with rate application form and procedure adopted by the Board and.thereafter placed in the Schedule of Disposal Charges. The Board may approve a provision for negotiatedj'jprices for unusual quantities or unique types of materials. The applicable Surcharge and Mandated Tees shall be added to such rates and prices to determine the Gate Rate for Special Handling Waste. Section 6.14 OUT-OF-COUNTY WASTE RATE. , Out-of-County Waste shall`be received at the Landfill only if(and subject to such conditions) as approved by the Board. Rates for Out-of- County Waste shall be set, by the Board in its sole discretion. Rates may differ according to point of origin of out-of-county]waste. If, due to contractual reciprocity agreements with other counties, the rate for Out-of-County Waste is lower than the Gate Rate, then the differential, excluding Mandated Fees and Surcharges, shall be considered an Allowable Cost to the Operator in the Future Anticipated Costs rate component. ,p Section 6.15 ACTION BY BOARD. Any decision or action taken by the Board in ' accordance with Article 6 of this Agreement shall be supported by any appropriate written findings of fact and shall be issued to the applicant and made available to any interested members of the public who may request All,copy of same after the date upon which a decision is made or an action is taken. Section 6.16 RIGHT OF ARBITRATION. In the event that Operator does not concur with the action or findings of the Board, such dispute may, with the mutual agreement of the parties, 9 proceed directly to arbitration, pursuant to Section 13.7 of this Agreement, with rights of discovery for both parties. All cosyts of any such arbitration shall,be borne by the.Operator. If the Operator prevails, the costs of arbitration shall be recovered through the rates. Section 6.17 RATE DEREGULATION. If more than one landfill is operating in Contra Costa County and the Board determines that the public interest would best be served by allowing for rate competition and gall landfill Operators agree, then the Board may: 1) deregulate one or more rate components of the Gate Rate, Out-of-County Waste Rate or Special Handling Waste Rate; or 2) set'minimum and maximum rates for one or more rate component of the Gate Rate, Out-of-County Waste Rate or Special Handling Waste Rate. If the Board provides for any deregulation of the rates for one landfill, it must do so for all landfills, under the same terms and conditions. The Board must also specify the period of time for which the deregulation shall be effective and shall not make changes or alterations to the deregulated "II rate components during that time without agreement of all Operators. �F j' Section 6.18 ALTERNATIVE RATE PROCEDURE Nothing in this Agreement shall preclude the County and=ges by mutual agreement, from establishing different rate procedures, provided however, that shall be uniformly applied to all landfills franchised by the County and agreed upon iby all Operators of such landfills. Indfran:lndflrte:cln 10 PROPOSED REVISIONS September 23, 1991 LANDFILL FRANCHISES Section 1.6 EST yam. . ABLISHMENT OF{„�OMMGNC�'i�N ':,t„/ATf:!A*TAT VC`T8 T)L'UTl1T\ COST A1D>:INITIAL'CrATA'T'E.: Operator shall not and shall have no ... is _ obligation to, accept Solid Waste for disposal pursuant to the Use Permit and this greement I^ or aftd establish the Commencement date prior t�the esta. a::-ea of':the tnitto Gate Rato a5 b` st'$ at1t1 Oporatc�rgr rnent tF? the 1ttlttltEs'Rk p lfi (Seetien 2.3), points faf Asseeiated Gests of Funds (Seefien 2.6", he -Base R and itos eempenefit pafts (See4A-,;;, 2 7� related dates fef Seefiens 6.3 afid 6.4 afl-d daia initial etual fates to be alle....,.7 f st,u " "P GTCtI0.7SZQId Ch first o 1 PLfYVd -- ARTICLE 2. DEFINITIONS Seetien 2.1 ADJUSTED BASE RAI.E-. "Adjusted Base Rate" sh-all thee "Base- Rate" the n " ` f C Section 2.21. AGREEMENT. "Agreement" shall refer to this Agreement and is synonymous for purposes of this Agreement with the word "Contract." if" Ston 2 ALLCABLO 1' Allcalsthalinert tttcs gists encmeratcl ....................................:::....::::...:::.:::.::::...:.::.:::.::::.:: . :::: .::::.:.:.:.>:: ..:::y:...i....:..: :.:,:::.:3:..:: :::::..:::'.:i:':...i::.:�. ..1: •i:....:.. .. a fQilcTTShah tlaed spfieetXTtlles tQ b elgrble fQ rembusezet< iau h �"dteS : ............... .............. .............. 1. That price paid by the Operator for the acquisition of a goad or a service burden for corporate overhead that= tst< ttxredt including allocated hu jp � � ;:;::: tamed a ;_ asst fir`beepated or arnortzed over tzne under aregu3atory tfunt�g,sys�er�., pgrc�u�d �yth�..�d�.. `... €>Tose �cpenses rosWT: foam dep eetatzc�n or arnort� tion of n s t aceoxdztig tcz a xegulato�rycetazg., yste approved byP. the hoard x 4r `chose. ge Imposed on fine € pearatt by the County, by the hoard or by ether governmenIT tal ageneses, wh en are expressly Intended .. be reimbursed ......... .__.... throughallect%onr© r�tepay Section 2.3 ANALYSIS PERIOD: "Analysis Period" refers to the twelve (12) _.................. "0' . .......... _... consecutive,calendar months beginning the first day of ttScal year C►. the Jt)eratox 3 tra � f eaeh-fear-throughout the term of this Agreement. The first Analysis Period, for purposes of this Agreement, shall begin on the Commencement Date and end on the following last day of the fiscal year of the + rat©r anc may be less than 12 months 2 ....:.......y .... :... Section 2.4 ANNUAL PERIOD. "Annual Period" d"""' " s " eaeh yea�kr-eugheu e �-e€the�ee�e.-�'hr f' • " " 1 " d va-;ivr the pufpese-ef thia-Agfe�fnent, shaH begin en the Gemmeneefnent Date snd e he--I El 9t-day Section 2.6 ASSOCIATED COST OF FUNDS. The "Associated Cost of Funds" shall sG be the Eleventh Federal District Cost of Funds plus _ points. Seetieft 2.7 B,46iEP RATE. "Base G�* Rate" shall ffleEm the -est to ._ . disposeofSelrr3-Waste--�-the I—Qfld€i 1. The Base Rate applieable d th ,1 ' ♦- Geffimefieemem D,,te W, the next kjivafy 1 shall be DO Gents ($ 4 m eaeh of them is funhe. do:fii'7 in this A tiele-2-- 3 +- Site Glestife Pe tn" Pef Base Rate In addifien, the Base Rate md the fellewing eempenents equftl-fl-e "G.1- Rate!!. Mandated Fees pef ton Section 2.9 CAPITAL COSTS. "Capital Costs-shall be the monies expended or required to be expendefor- initial eenstfuetien Of thee Site and fef nee d tfflpfevefnents I."-- the Site, �nd shall inelude Assa�iated Costs ef Funds and pfefit ef Nlaf4edp. Qr<fik <'' xcs4oa`'"term :.�:.�::::.�::_::;:-.ii::'.::::-':i:;::-::v:-:-ii:?:f::::.:::.i::.::.:i-:::;.....::i '+:;: ::: iii :i':i::i;>:;: isiii:k::: ::ii:i'.:::i::i:�::::i:•: •:::::t::'A" .s assets or far the purchase of those foods or servTes tf►a , ender Cinerally Accepted Accounting d �::::>i-;<•'$1%:::{:;1:'�`1:::::i:::?::::$i:%::« Princiles, are regwred to be carred as assetsn the Operator s balance sheet anamort� d or deprecte aver tyre Allawabl Capital Costsha1 be cludedn rate cvmporens by �eprecaiang r�r amorttzng those ensu aver a per�ad of tm car ntiter xeasure as provided for z� .....ie f fo tach rate compoz�entx Section 2.17 FUTURE ANTICIPATED COSTS. "Future Anticipated Costs" are those costs, 'tfieludifig , which will likely arise but which have not been provided for in the Gate Rate initially because of the uncertainty of the amount and-eategefy of these costs at the 4 time of entering into this Agreement and a need by the parties to ascertain these costs with precision prior to including them in the Gate Rate. Future Anticipated Costs shall be limited to those eatexagreccl to by County and Operator prior to the Commencement Date or as hereafter agreed to by the parties after notice and public review. ffl.."eipated costs shall be Ifthe Gate Rate subjeet we Seetieft 2.19 Q—A TIE RATEN ef Solid Waste, exelttdif� Speeial at the landfill. The Gate R s any. "Gate Rae" shaH b Section 2.19 BASE ''-A RATE. ase Gate Rate shall mean the per ton cost to dispose of Solid Waste at the Landfill, exeludtrtgfut of County waste and Spectal llaridln g asz the , and shall consist of the following ee,-A,rate components as each of them is further defined in this Article 2; Site Acquisition; Site Development; Site Operation and Maintenance; Unusual and Unanticipated Costs; Future Anticipated Costs; Site Closure and Post-Closure Maintenance; Surcharge(s); Mandated Fees. Section " GATE RA'T FCJR (IT 0OtINTY WAS'T`E "+Gale Rath MUM :+of 5 ;.:.:.:.:.:.:::..:: ::...:..;; .::.:..,.::.; :::.:.;:.:;:;.; aunty Wase shall m= W.t1, clargerl t dispose of waste generated outdec�andre t �fi zit'' Section 2.23 INFLATION ADJUSTMENT. "Inflation Adjustment" shall be calculated by means of the formula employed to determine the adjustment, if any, to the Site Operation and Maintenance t component 4the-Base � to reflect any increase or decrease in the purchasing power of the dollar during the term of this Agreement which shall be calculated strictly in accordance with the following: Inflation Adjustment A x { _C) C A The Site Operations and Maintenance Gentifigeney and Pfefirate components of the Bane Rat for the current Annual Period. B = The index figure for August of the current Annual Period, as shown in the San Francisco-Oakland-San Jose Metropolitan Area Consumer Price Index-All Urban Consumers as published by the U.S. Department of Labor ("CPI") based on the period 1982-1984 100. C = The index figure Ifor August of the immediately preceding Annual Period, as shown in the San Francisco-Oakland-San Jose Metropolitan Area Consumer Price 1 Index - All Urban Consumers as published by the U.S. Department of Labor i ("CPI") based on the period 1982-1984 = 100. If the base of the CPI is changed, then the new base shall be converted to the 1982-1984 base in accordance with the tables issued by the U.S. Bureau of Labor Statistics, and the base so converted shall continue to be used. Should the Bureau discontinue the publication, 6 a substantially alter the components of the CPI index or publish same less frequently, Operator and County shall adopt a substitute index or procedure which most accurately reflects labor costs. in the.event the Inflatieft Adjustment ealetilated ift aeeefdanee with the feffflula is iR seven pefeent (7 pt (7 Section 2.25 MANDATED FEES. "(Mandated Fees" shall be those monies required r. from Operator from time to time by any Regulatory Agency for the purpose of funding (a) Federal, State or regional programs, (b)programs required by the Land Use Permit, or (c) other County established fees. Mandated Fees shall be a component of the Gate Rate. ;c „Mafkup,r shall be that afneunt I.hef as Section 2.27 NEW REGULATORY COST. The "New Regulatory Cost" shall be a eefnpefiefit ef the Base R,ate of Adjusted Base Rate, as the ease may be, twe e€any increase or decreases in capital and/or operations costs, l-us P-re€t, associated with the need to comply with standards, ordinances, and/or rules or regulations adopted by Regulatory 7 if Agencies after the date of this Agreement. Section 2.32 PROFIT. "Profit" shall mean an amount determined by the Board to compensate the Operator for the use of its leis resources,::fizz the risks undertaken by it and Profit may differ its entrepreneurial effortby rate component of the "t" R" a cf ;:::,.:.}iiiii:C:•i':ii' i:.}:::::::::v:::....:.:^:.::;:S:?vi:i:.;.:.:.::.;.:.:.::.'.i:v v::•:::. .::::.:::.:.::::w;:..::::::.;:•.i.:.::•il:._.;:..:::... )....:..:::: .....:....:..i ,,.. met: *r sft ; e ate and ciistulct from compensation for nse of the operator}s finane .R Section 2.35 SITE ACQUISITION. "Site Acquisition" as 1 < t z t portion of the , e Base Rate shall fnean an afneunt p , tiated and appfeved by the County Pfief G -�e-'* "�£;which compensates Baer€ eatr the Site-and peffnitting the Landfill, and for the reasonable costs of obtaining and defending all permits and approvals necessary to open and commence operation of the Landfill (including, but not limited to accounting, engineering and legal fees) and fe the eests and investMent acquiring and maintain aha right to abbe use a€ the laridfilI site, including rents, if any. int Section 2.37 SITE DEVELOPMENT: "Site Development" shall mean that portion of the Base rae Rate. which reflects the amortized cost per ton to be recovered by Operator for its easaaa Capital Costs, te develep, -S tiding oft sit off-site construction costs and fees, mitigation measures 8 and other G� costs imposed by the Use Permit and the Permits and includingtl :.:'::::::y:1,::::'is::::: i;;::i:::1:C:ii?ii:! :•::;X ::;:::i:.:..._::•:<>. ii:::is'::: :.:::i:.:j':j:%? ::''' but de�tgtt�..�n�ttten�..�;rid pe�rrrit cysts, , excluding Future Anticipated Costs. Section 2.38 SITE OPERATION AND MAINTENANCE. "Site Operation and Maintenance" shall mean'the costs related to the performance, as determined in accordance with generally accepted accounting principles, of disposal operations and maintenance at the Site in I compliance with law and Permits. a Site Operations and Maintenance Costs shall include, but not be limited to, the reasonable costs of: labor and equipment, allocated bxden for cozsoxat overhead, equipment maintenance, engineering, legal and accounting services,administration, environmental compliance and monitoring, site cover procurement and placement, control of litter and debris on-site and off- site, permits, permit and rate, review compliance and reporting, maintenance of facilities, :LA U., +I,- inspections and insurance policies Peace. - Site Operations and Maintenance shall not include any items included in elate Go-A Unusual and Unanticipated Costs, Future Anticipated Costs or legal costs incurred in actions brought by Operator against the County. Section 2.42 SURCHARGE(S). "Surcharge(s)" shall mean that portzrin ofthe 7te Rate a-speefflul-Newryc"ge An y additil�fi to the "Base Rate" of "Adjusted Base as for funding of Solid Waste Programs, closure of County landfills in operation prior to 1990 and for 9 ,r franchise fees and other costs deemed appropriate by the County. 'Tl St►rclargc(s nay be applied to the �# te-S c, Special Handling Waste E and/or the Out-of-County Waste Rate, as required by the County. and this Agfeement. Section 2.44 UNUSUAL AND UNANTICIPATED COSTS. "Unusual. and Unanticipated Costs" shall mean the se1Ie costs, , resulting from circumstances which may arise.and which have not been predicted or foreseen in this Agreement. Unusual and Unanticipated Costs tct< CldNew Regulatory Costs and Future Anticipated Costs ARTICLE 6. RATES �cti(�n �,t RATE...SE�'Tll�t� 'This article esC�b� shes the pr�cedu�e ��r �n�� .. .................................................::..:..:: :: ......v: ::.:.:.......... establzhrnent and adjustment of each to component o the Cate Rate Szte cqusttl�nSectzon 6 3 , Szte DeVezopn ent (Secorb . Szte Operauort and Nlazntenance tSectzon ? L1z�usual and Unantaezpated Casts {Sectzon 6 8}t l.... aced Fees(Sectzon 6 l )Surcharges Section 6 I andSzte Closure and Past Closure Ma3nfienance-:.Sec. .......tzon b,12}. This artele also estabtishes the procedure for rnttzal establishment and adjustment of the Cate Rate fox S ..... Handling Wasteeetzon 1 ) all Out of County Waste tSectton 61 ) 10 J ..............":.i::::::.::..?::::'iv:.::<:::::: ::.:::::::::::.�.::::::..:�:.:.:..::::::::::.�.:�::::...:.�.:�.:.:::::..-::.:.:�:.:::::::.:::.:::.:�.::�:::.�::.:::..:: thn ( days t the close of Bch Analyseenod,the Opernr shah sul�m,C audited .. ....... ..... : ::i::_:i:;'iii:.i::.i:. ::.iiiiiii:'i:.iii;;,... ii:.i:.i::.i:.i:.:::.:.. :::.:......:.....:.:.::::::::::. ........ ..:::::.:::::.::::::::..::::: inanta ::.statent »dor: Ix ' 1filIt Cpu et�neutirea€�tl ...........ht7 rater shall:::<subrtit 6 . Y ,:::::.y�.....:......... ..:::.:..;.::::::::::::::. ::::::....:. eart �Izahen ............ xciuld lz. the rates . Thi:l3oada1 : nrszd <teaudzte fizrarial ,a stafiement zn ad ushn rate cornponez said setting .........a :.i:,i:.iii>;:.;>;:.i::'.;":'.i:.:.i:.ii•.:::::::::.:::::::..:::::.::.�� ..:::: :..:.::::.::::....::.::::::.:::::::::::: ::.::..:::::....................................................................................... the ward shall be reasanal7le and .confrrnance wtli a lzcalile'<iaw .... PP . ......................:::.::....................... ........::::.:::....:..::::::::...::..::::..... ::::::::.::::: .:::::........................... a Section 2 iI�Ii'T ........' RtT Pnr to Co�iiiiiirient Iat ......... .............................::.i:.i:.::.:.:.:::.::::::::i:::::::;:.......::::::::.;. I .>"..;;;;;;:.i ..i:.i:'•::.i'.i:•iii:.ii.::.;iiiiiiiii.::.i;.:::::::::::.:::::::::::::..::::::::......:::.... ::::.::::::::::.::.:::::::::::::::::.::......................................................... :.,::.i:.i:::.i.:. . :.:::.:...:::::::::..:::.:::. i:.ii;....... ii tie Board shall establish e Gato Rade,..to acoordah this acl < The Gpaor:: a1i ......... ......... ::...::...........................:...:....::...: ............ ii:::::.i........... .. iii::"t b . .:::::::::::::::.:::::::::::::.::::::::::::::.:. ...................._ tnfarmthe Board. as i2 da pr€rc::the::::. ssible: mmencnen Date The Gvunt....................................... a ............:.. .... . 1 :....:,.: . ......................:.:::..::::::":::::::::::.::::.:.............................................................................. :........... . . : �::.:?:;'.:�.� ....�.... .................:..:.::::::.::::::::::::.�:::::::. .:::::..i:..:::.::::.................. ... : ht:lk 31YZt:` I111 �3xlllc��li3xl.xlf':�`��.S. . ' �C1�1�SXk'V1�1?l�:":�� 1�':C'7a r2�� :::::::::.:.::::::::::::::::::::::::::::::::......:.............: ........ ....................:................................. f ::•i:.i:.i:...i':.:.iii:.i:.:.i:':.i:<.i:,;.. «.iiiiiiia.: .:::::::::::. :..::::..:::::::::.:::.:::::::.::.::::::.::.:::::::::::::::.:::.:::..:........................................................... I.. provztUrt the t3pxaty at lestS dais to campiy eoznpletely with the Gounty s request The oarci may also establish the Gate Rate for Qut of Oounty Y- rite and Speexal .. ................... .... «:.::. ilii;:....:.;:.;:..i:.i:.i>i>i:.i:.i;i:.i:.i:.i:.iii:.::.:'.i:;<'.:.>,:;:<::: ::::::::::.:::::::::.:,::.:.::::.::::.:::::.:::::::.::.::::::::..::.::L......................... HarzcllangVasfi pnzr ttr::the Cornmencemenfi Date::vr:: fi anofiher tine theord deems :::<::.i::.i:.i:.i:.i:.ii:'<.i'::.;::: ..:::: ..::: :..:::::::::.:::::.............................................................. aperapnat provided houvr, tf�at rt shall HiQ so wthrn 9Q da s ©f:';a're uest;:ta`eip.ser aerator am rEceipt a a complete rate application from the L)peratar s'.part cid establishing the irital Gate Rate, the Board shall set tate pXw- oints fair tate .. ........ ......... Asspciated Dost a Funds (Sectio�i.2 6)„ ......... ......... ... . Section f SI`I`E A TJISIC1 Ta set the initial Sate Acquisition rate coinponentx N� the County shall requestk and the Operator shall proVzde, an accounting f all costs, by e Cator of cost, which the Operator believes should be considered as Site Acquisition costs as rlened 11 I i:: ; ' r .".::::Fi::i :::::"<:.;.::« ;`<::i:':.<;;:i`: iii>ii'%:iii>ii>i::i::i:>'.:i:i...::i::i:::!`::itis:iiiiF'2iiiiii".iiiiiiii:'-:::'.iiiiiii'.�.�. i.......:::::>::o>:»::::::>::::.iiii::.>:viiiiii: ire seeron . 5: d:rI� ial .. ss: :: find t ... ecta >2 `<;»' h <rr�...:::::. .....:: .. . .. :::::::::::......:::::::::................::::.....::::::::::::::..::.::::::::::::::::::..........:::.......:, e..Chu.. a M,�n whr h<; iacl aeeou.... shall be subznttted by +C3pexatn The County shah have the g t vet Y sue costs by<out„off other such rrteans zt deems appopnate 'Tk :total qt o Say cquxstaon flus Profit, glus Associated fast of 1~unds where aaraTnafi 1aTZ kzletermined ,..6.l ra€glne ©titcin weeeountr end eratar. 'th :total Site ►c uzs�fi .: 4sts:sha X. 1 be : :::.::..................:...:.....:..........:.:..:::.....:.:.:.::::..:::..:............::::: :.: ......;:::....;:.; ::.;:.;:.;:.:: ...... ......... rnrtYzci': vr:' ) the avrall tonna e ca rfi © :tle:landfill<:aeurrentl. .>>' rm . g::::.:.::.P .:..Y.::::::.::::::::::::::::::...............:.:.:.....:.:::.: :::: :::. .::.:....... t 2 year u1tal;term fl this reemnt . :3 WinX. rnethorlala ice to t <ixth trap ndC. ,purtty.......'The Bc>ard::; lalt.XX .. roue the: nitia$ iait : A ::: .....................:.:..............:...::........:.:....................:..:::::::::.::::::.::.:.: ;;:.::.;;:......:.: :::;;:.;:.;:.;;:;;:.;;;;;::::.;:.;;'.;.::::::::.;; eampar� nt antl m y_ n agr trent by e fl eratnr, estab sh a tirtiL fraiiie for a.. ...merit of Aerator d bounty ael�nnwIe; ge that all Atte AGqu�sitznn costs may ztat benow�n prxr tci theominencement Date:< 5€Gh costs may include, but nafi be limited to, legal fees and ...... aynes?to neighboring proTerty owners Tte +©perator may request and fihe Board must ........ cons der ncludi ig such rea onatile,costs into the Site Acqu shin rate cainpanerit during its rate .. .....:...... setting prods for Future Anticipated Gists provided however, the Board shall not confider any COS, eurre nr nmm tteci b c�ntrac..b ? the �3peratnr fsr c to the omrnert�ement e edtion .. 1', .1` . . ... set the znitiat Sate l evela merit rate P. corripnnent, the County shall request and the Opezatnx skull pipv�de an aeecunhg of all sate development casts,by category zf cost vuhich fihe Operator believes should be considered as.bite Development cosfis, as defined � Section , ? and as Allowable Costs as defined in Section 2 2 Such categories shall dfferentiatebetween costs related to the overall deueloprnent of the 12 v tandfii and Chases relte ta' eapmet © the �rst 1andtl madtzle `he> + unt =<ma ...........L........................... speer the horn, aid cc��nterxt suc < eflurtt�ng tQ be s�abm�tted h� �3peYatear Baa3rd shah assess iYxe reasonableness of the szte development cansci grade for a xeasatable pz�af tti t p peratoT pluwx s Assc�cxated east of bunds, ere,appzopr�ate Tn setting t1ezteerlaxent ....:.... :::.:::::. ....:::::::::::.::::::::::.:.:::::::.:.:.::::::. .:::..:............................L........................... Tate componenfi, the Zard shall:amartzze: apxtal Cessts aver the Ix£e o the caln.tal xfiern prvzded . ".i::. .:...:.::...:...::...:.....:.:..:. .....:!:;.;�..4......: :>Y::.y:::::::.y..::.;'::::::::: .:.t::v:: :::.:::::::.::::.:.iii ::.li fihat such Ixte shall noC exeeecl the uutal 2 >year arm a this agreement oT the tonnageapt Ftp .........:'.;:.;:.;:.;".;:.;:.>:.i": ii�.i:.i:.i:.i:.iii:.:<,;:;.i>i;iiii:.:.i".x.......;>. ............. ... .................. ........: :.i: .i:.ii:.i::.�.:.:::.;::::':"Jiiiiiiii::isiiyi}iii::viiii::::iii:'::'.!.;:.: :::::::::::::::.:.::.:::n�._::::::•:::: ofthe lanclf 11 module a. appropnafie, unless the Board and the O ratza mu€cuall' .:......:.:::.:..:::::::::::::::::::::::::::::::::::::::::::: . i::;;i;::::::; ote^use �a ex sen the �ntxal Site°TuelopmenG racempt�uetlt, eart1 sha11 c4risi .... P. "::.:::.:..:;'::.: .. :.'.i:.:.. ::.:::::,.::.:..: <.:..,: :i'.::.i:...i'.i::.i:.: :.:,.i':':::::: .::::::::.. i:.i....:::'.i:.i:.i:.i:.:.i:<: setutuxe Sxie DeweT© meat xate enaztexttsollowtr nueatxon b the ( pexatcrat�e meed tcx develola a new HUM Qr as p�rc�vlded �n Sectxrz::G : 1eweula::'. ; sts ' 'he -X.. l' i:.ii:.i:.i:.>::>::>: shall be as specified:::::,:::..........:t..::xn hsection ...................... 'ath exfierzt that the:mi tal or ad ustd �te l�evelo meat:rate>` zznz: Hent xs based ©n ::.............................::::: ::. ... :..:;:::::::;:::..:.i'.;ii;i:::: :i::.;;;'.:ii:;; :::::::::::::.:::::::::.. ct esttmatesF nqi actual expenditures, the ward hasthe::nghfi to review:the'accurac ,of Such ....................... cost estxma#es u�xtltinsne gearollour�n cflmpletion oaf thevarl �cn, make such rcasc�nablq ....................................::::::::::::.::::::: _.. adjustments to tli ........coas it deems appropriate, Section _ X� TIS OFtTTON11D MAl1�TTENANC Tc� set tl3e ......xAtte Tenance rate Ct)xll Qlet the (?E1Tl p r ty shall request artd the �?peratar shat prc�vde a rate agplzcafin+xn suchQrm and content as specified by the County 13 r 7 5 ated f and (5) Site Glesttre md Post Glestir-e payment adjustments The Site Operation and Maintenance component shall be eteried sf ley : d wee-{3)c year xzt d of tbz`st Artas� ezztd „ �. mate, A. a thoixst Artlyszs Peraodand thereafter every five (S) ears, exc t> as pcovadedz ectFon Tow Regulator yy osts, The etertmatte�t ...... texf shall be.made in the same manner, and in accordance with the same procedures used for the initial detefriiiatiefr taslet of such components.. Rate shaR not be fedeteffflined pufsuant t.-- ac i prodded n SeettQr ,7, le Rtxlator Oostsz fter each recetc�rmfttie adjustment, the resulting Base Rate Site'4perion and MaYnteiahee Fate component shall be effective for the next five (5) year period and, during that period, shall be adjusted foowannually in accordance with the + - ... , �: A 560....t 6 , Iul atzon dlustrt ent: 14 I* .,by beth-P--fties. liC Seetion 6.2 -DA.-Sh RAT—E. The- Base Rate . ....fied ift Seefien 1.7 ef this Seetien kDJUSTM:R�S TO BASE RA 19. o. 16 N shall, ' yie4d the teeefdaftee k b with See ieft 6.4 ift the Regulater-y Cost, If' ! 1,eetlen 6.9 in Ij the ease of Aifandated ee ._ 3' I+' Section 6.6. INFEATION ADJUSTMENT. POGED RE. Except for the requirement of notice as-provided herein during the period between Board adJustrnent of the Siteperatian endnan rate comonant pursuant toectan , adjustment to enly the Site Operation F FL.e� Base Rat xatiq_::component fob by way 9f-tk�e inflatio and Maintenance n A(d ustfflet pursuant to this ec is automatic but subject to the discretion of Operator to determine whetherto take the full perGent#ge adjustment in any given year or defer a poron ol`fihe allowed percentage to subsequent years przor tQ the next ward adju..t. nt -tie-€t+l} Any deferred tretze adjustment shall apply prospectively,,and not retroactively. The Inflatio CL 15 14 to any ether-eempenent ef the.Base Ra+e. By` appl*eMien of the Inflation Adjustment in 460 compliance with this Agreement, Operator shall: (1) calculate the appropriate adjustment to the Site Operations and Maintenance- "ad Sat cla < vt `` i ^� the Inflation rate component of the ase.Gate Rate, Y `'ib>' etfltt<' `<for the most recent Analysis Period; provided. Adjustment formula s :: y @Wo"at if the resulting increase or decrease is greater than seven percent (7%); then the formula shall be disregarded, and the Inflation Adjustment applicable beginning the following Annual Period shall be seven percent (7%); (plus any deferred readjustment which Operator chooses .to apply.) and (2) provide at least ninety (90) days written notice to the Difeetef @ which shall clearly show the Inflation Adjustment calculation and the resulting Base Rate :>:.>:::_:::::::<>:::,.:,::;:::<>;:::::; <:. ,:;>::.<:.:::><: "Inflation Adjustment Site Opertiantxd latntnanee component adjustment (the t Notice"). Provided such notice is given, and the County does not dispute the validity of the rflatzon asment calculation within 30 days of rece�latf the Notice,the Inflation Adjustment shall automatically be applied to the ` tcomponent and thereby included in-the Gate Feek' on the first day of each. Annual Period. Failure or delay by,Operator to give Notice of tie Inflation Adjustment pusarlta rhi ::shall not constitute a waiver of,its right to secure that 0~adjustment or any succeeding adjustment beginning the first day of a subsequent Annual Period. l Al Tcyvv :Operator shall not be entitled to any retroactivity in rate adjustment dollars, , far fazltng to apply the full percentage adlutrnent tiue to Qperatox's chorce tr failtrreng to give proper Inflation Adjustment Notice, 16 U nor shall anInflation Adjustment be ` " y armed-fienut1< l; the ase xe Rate at any time except the first day of an Annual Period. Section 6.37. NEW REGULATORY COSTS: PROCEDURE. &Eeept as-etke 5e Operator and Jaunty agree that#hE the ,, Site Tevelopinent and Qperatton and lY[airEtiance costs eadl�` r-�, � �-�-, .......:::::..::.: increased or decreased from time to time to renee i .......... ..... ... resulting em the need to comply with statutes, ordinances, and/or rules or regulations ("Laws") adopted or implemented after the date of this Agreement. The eempe I Base Rate ef Adjusted B-6.q-fa :-P—At-e. Either tie 'p. gator s.tl3E ovnt may initiate, not more often than once annually, rate review applications ko change the Site Development rats> omponent and* Operations andantenaneate componentp�t to refleete New Regulatory Costs T1BO shall only adjust the applicable rate comp©nen unre� the provtsl�ns �f thj . -effl.... L.................... et-002910-1.1zece sir tc reflect the eu�Regulatory Costs and shall riot adjust the xate component for any othereason or consdear arxy otex cast or cost category of the rate component except a .::proydectn.:<ths.; ettor , --d shall sixty (60) days aftef �he date it u L 17 G i. ef the felevaflt 1 ........a) The Gettnty staff shall submit finding-S \ ::::::�V>..J::l'!!4r�v.�.1 A e:YC.LiAIk�`r :Si .h Gtition ......... ttcle' ti atsts shall be that spefied in Section 6fie development andJor Sta �' zte Apra ©n<and Maintenance, as appliablex provided howevez z the Board must nc t# eii these additional capital cost or operating costs that will be incurred to comply with the new Laws are naapplicable to the landfill " These costs shall be reduced for any previously determined N �7 I$Wgoeosts which have Diet-been incurred which have been fully recovered through previous t adjustments. .....—se ef deefease in the Gate Rate. in seeh event, a4.- Base Rate. M the event that the feveflue gefiefat } Aryrate adusfiinents due floe New Regulatory Cosh eeei�eOf ` adjustment-therete shall be effective::; fl6w Gate Rate te be ehafged at the Landfill n the first-day of the following Annual Period but 18 in no event, sooner than ninety (90) days after approval by the Board and shall terminate when the New Regulatory Cost is. fully reimbursed; including Operator's Profit el - S Associated apprepe- Cost of Funds, wlxeze appmpz�ate New Regulatory Cost slial' e sublecfi fay Znflat:on Ada ustment whenneluded zn Szfie 4perafixctn and ]fat ntende ............... Section 6.8. UNUSUAL AND UNANTICIPATED COSTS. Operator and the County I� recognize that, during the term of the Agreement, circumstances may, and probably will, arise which cannot be predicted or foreseen in this Agreement It is understood that most unforeseen changes that result in cost increases to Operator without direct relation to regulatery tl d.I oe -S elanges will be addressed by the Unusual and Unanticipated Costs adjustment mechanisms provided for in this Section 6.8. It is the intent of this provision to set forth reasonable expectations with respect to the items which could',produce circumstances not covered elsewhere in this Agreement and to provide a means for arriving at adjustments in payments-urates to reflect resultingI1oEIi✓ Cost impacts. County and Operator may , , negotiate upward or downward adjustments to rates based on Unusual and Unanticipated Costs. Said negotiations shall be conducted in good faith and may include, but are not limited to, situations such as the following: 1. Proposed changes in the level of service by the County or Operator; and 2. Compensation to Operator for the de.s,e7� flalc_ _ •• site a_. :. ..fIJ r off'site improvements which have a difeet bear-ing en site --pe f-- —A 19 have received prior approval by the County; and 3 Changes in technology that significantly modify the intention and circumstances existing on the date of execution of this Agreement and which have a direct bearing on costs Site=e{ rtif . The adjustment to the Base NO Rate resulting from said negotiation shall include for reaalle' csf labor equipment, and materials, plus #Iu ' tt compensationo �l P andany portAssociated Cost of Funds, necessary to perform this Agreement as it may be amended by the negotiations. The adjustment of the Base go Rate, if any, shall commence on the first day of the next Annual Period and, in the case of capital improvements, shall be tonly for the period of time necessary to recover costs. thetn�taal Gate Rate, tie Usu aztd Uanozpated rate ecznpozel shah bea: C# Section 6.439 FUTURE ANTICIPATED COSTS. Operator and County recognize that certain defined costs may not be included in the initial Gate Rate if it is desirable to await the determination of actual costs which otherwise may prove to be inaccurate Fc�r tie �nitlal Gate ' _..... Rate, Future Atzc�pated Casts hail be$0.f10 (zero : Operator shall, t feast (3 gays prior to August 31st of eaeh ealendaf yfirst day tie each Annual Per of , submit to Dir-eetef +County adequate evidence such as bids, receipts, invoices, time records, and engineer's estimates of the costs actually incurred or to be incurred for Al Future Anticipated Costs and calculation of an appropriate Gate Rate component 20 n:.i:^i:.: v .iiiiiiiiii: to reflect these costs Board may apprt�ve adjustments t `the<;rate compnenty upon ............... ......... ... ::.;:.i'.i:.i:.i:.i:.:<.:.:::.::::::<.ii:.;:.i:.:::.;i:':.;;:.;:.:.i:.:.i:.i:.;..:.:...:..:.::::..::::::::::::::::::::;.:..::::::::::.::::.::::: ::::::..................... verification tic :: sts should not::'be : zlcladed i ... i1 :''oth v::: V-0—`: rz r ez t`''''e€ the _...... _. Y ....: :::::...... I' ount of the Future Anticipated Costs and tlfe'rsult� g xate component zea :ertess o t e am calculations b y $ifeeter z nfiy, Z <approvec tib the Dara.....Operator shall adjust the Gate Rate upward or downward to reflect the incurrence of and adjustments in these costs"' ltl . .. ... �< . ;:.;:.i:.i:.i;:.i......i:.i:.i:: . .. ::::::.:::: ..::.:::::.::::::::.�::::::::::.:............................ l ssoc�ated. n .of Flznds, where a ro riate effeet ve:<the.;: rst da af.the::next nnual: .od:: ;i:.......::.:....:...:......::::::::::::::::..:::::::PP::i::.P....:;::: :::: : y ::......:::::.:::::::::_:...:.:::::::en.:::::::: Section 6.91(? MANDATED FEES! PROGEDURE. The Gate Rate will automatically be adjusted to accommodate the imposition, change or removal of Mandated Fees as such fees are adopted, amended orjkrepealed by Regulatory Agencies. Operator shall give County prompt written notice of the adoption, amendment or repeal of a Mandated Fee. A Mandated Fee shall: (1) become part of the Gate Rate on the date any legislation or regulation imposes the Mandated i Fee upon Operator; (2)jbe adjusted in the Gate Rate on the required date set forth in any i legislation or regulation ichanging said Mandated Fee; and (3) be removed from the Gate Rate upon recapture of the Mandated Fee or in the event of repeal of the legislation. Ie <tf`e ..:::::..... andat Fee inmposed upon the Operator is h, t: a::per ton fee, but a flat fee tfe:E3prator shall .....................:.......................... ..:::::: L::::..::.:::::: consult with the Gvuntyn the apprc�prate rnetht>d to amt�re the fee Flat fees may be sttlijct �. to Assoeited Cost of Funds '1 he Mandated Fee rate component shall be adustetl tYpod .... ..... .. iii>.......;:::<.;:.;:..,...;:. ..........;;. i..:::::::::: : ::.:::::::::.:::::::::::::: .:: .::.::.. . ........... .......... agreement between the Count and Operator on the amort�zauor persod end method Mandated Feed sh 1:not. xa lode Profit; Section 6.+2.111 SURCHARGE(S). The County may determine and establish, effective on the first day of each Annual Period, the Surcharge( which shall be added to the then 21 applicable Base .GAW Rate, Adjtisted Base Rate �i!:ut::t�f �c>tznty Waste Rate or Special Handling .Waste Rat for that Annual Period. The Same* . Operator will sha4l be be provided at least ninety(90)days written notice of any Surcharged established for.the Annual Period. In the absence of the County establishing a particular Surcharge amounts or rate for any Annual Period, the Surcharges to be,collected by the Operator for the.County shall be 44fty @percent (38* n` } of the then applicable total approved Base e Rate, Adjust n : e... tf Base-ate'<: O"URate Waste and Special Handling tsht ( ;i ::; `€ tlatecl P for that Annual Penod. re apprpat , uttCyy t#cu{ r?kt . t ; tlsl3f 'tiz�d z Cher sutharge rate t'tuent belt, r ,yse, 1� ut Notwithstanding the above paragraph, the Surcharge* imposed by the County under this Agreement shall not exceed the lowest Surcharge applicable to similar categories of waste at any other landll in the unincorporated area of the County, whether publicly or privately owned or operated and over which the County has the authority,to impose. such.Surcharge. Sectivn.6 2 I.O IIRF ANIS P( F GLO RE MATNTEN'A The Bard slim set alae Clos► and a t-C cisu Nfa�ntez anee rite r mp±aner t Icy reflect hosts dentled �n the CIOSlile Plait and 'QSt Closure lntenarice Platt artd xeasonableQStSncuzxed fOr closure aitd post maintenance of e landfill modules. The Operator shall receive no profit on the Closure ......... ....... .. .... ..... and Post-Closure 11atntenance rate component Section 6.4013. SPECIAL HANDLING WASTE Rates established, 22 fifne, by for Special Handling Waste shall be uet $� by the y Beardcc�rda ce: tgateppttcuo fQa+r» i3d prc ed�txe ad©p ted by theord and thereafter placed in the Schedule of Disposal Charges-pfief te-eelleetien. Sue cell—ed ,,e 'The czar may ire approve a provision for negotiated prices for unusual quantities or unique types of materials. The(applicable Surcharge and Mandated Fees shall be added to such rates and prices to determine the Gate Rate for Special Handling Waste. of this Agfeefnent, Aftiele of the Use Pefmit, the County fflay establish 4. Ir p . Section 6.4414. OUT-OF-COUNTY WASTE RATS. Out-of-County Waste shall be 23 received at the Landfill only if(and subject to such conditions) as approved by the Board. Rates for Out-of--Count Waste shall be set b the Board a€tefpublie-revue Y Y c rdzng to ...1t old o g o f out- cunt f� dr t u to recd reit.,;;::.. rniorfts �trth Estherountkos, the zafie fc� Out-of Ccsunty VY we #han the Gat : e<thea:t ::.elfferentzal, exclud�n l�Sandated Fees and Surcharges, shall be eonszdered rAllawsle; tst tt;;th #operator zn the Future Ant�cpated.. sts rate eomg¢nent Section 6A ACTION BY BOARD Any decision or action taken by the Board in XX accordance with See6en-64 of this Agreement shall be supported by t' appropriate and deviled written findings of fact and shall be issued to the applicant and made available to any interested members of the public who may request a copy of same fie later- than twenty e�e (21) dares-after the date upon which a decision is made or an action is taken: Section 6.7-. RIGHT OF ARBITRATION. In the event that Operator does not concur with the action or findings of the Board, such dispute may, with the mutual agreement of the parties, proceed directly to arbitration, pursuant to Section 13.7 of this Agreement, with rights of discovery for both parties. All costs of any such arbitration shall be borne by the Operator. If the Operator prevails, the costs of arbitration shall be recovered through the rates. ectzon ff RATE DEREGULATION If more than one landfill xs oQerathg 1n Contra Costa County and the card determines that the gubhc interest would best be served by allowing for rate eompetttinn, then the Board mays; 24 r „ ... ... ..:::..... ...................... ereglteQn Qr more ratea nen o ale Gate Rate,. ut:tft Waste Mate or. ealandhr .............. Rate, or set tnzrx�mum al.X maxzmum �raates o to �klc�xe a orttpt aYertfi e dateafie, L)uf-©fcaunty Waite ........dor Salardling°t?Yteafie .. ...hgrovicles far n tleregulat�on of the rates for nne Iandf>�l tri �t;c�o''$�::f�r .............::::::::::::: ::: ;:.;:.;:.;:.;:;.;:. all an r .... same:ferm :;n'tt.onciltfgns ::Yhei Board rnust,also.s rf.::;the:: nod:::of :::::::::::::::;:.;:.:::.:::::;;;::::.::.::.::.::.;;;:::;:::::.:.;:.;;;;;;:;;;;:.::.::.:;:::;;:.;:.;:.;:.;:.;:.;:.:.;:::.::.;:.;:..::<.;:.::;:. ::...:::::::::::::::::::::. ........::..:.. .._ .... .. time€ifrtt :thy dee�uatic :s a� he effeciv , n 'not mike;ch es:.o .altrf.:: .,<..:. :.........:...........::::.:..:::::::::::::::.:::::::::::::::::::::::::::.:::::::::::::::::::::: .......:::>;:.:;:.::.:.::::.;:.;:< ,::.::.>:.;:.:;:.i:.i:.:;:.;.;::.'.:at of s .. .:i: ..:...i:: :.y'::..;::'.4 .: .;.; : .: .:'.i: .i::'::::::'i:'::i:::....i:.i:^i:^i:::i::is is iii theerelat+ed gate components during that time Wtht�Ut agreement of at1 (perator ....................:.i.,.,......... .......i....;:.................:...::.i.:..:..::. ..::.::::::::..::.:.:.:::::::::.:::::::::::.:........................ Septta fs 8:»::.. Nothzngr F this A >+eemert shaT� ">::.;;>;:<.i..;::<.;:.iii::. .:.:::::..::::::::::;:::::::::::.:.:::............::::::::..:. ................................................................... precxude the fivQuity cl' Ceratorj by mutual Bement, fromstabhshEn dffezt..rate .:::::::::::::::::::::::::.:::i;:::::::::: .... prc1� ores, prvviiedhflwever� that>�izc� char e� shall �e unzfQrml ,,,a . .hed<::t:�';:all`:x7dfdls :.::.:::::.:.... ......................... franGh€sed # the t�ounty and agreed upon by alt fiperators of such landfills lndfran:lndflrte.see 25 r 5 COUNTY OF CONTRA COSTA STATE OF CALIFORNIA LANDFILL FRANCHISE AGREEMENT THIS LANDFILL F'R.ANCHISE AGREEMENT (the "Agreement" ) is i made and entered into this day of 1990 , by and between the COUNTY OF CONTRA COSTA (hereinafte Y "Count " ) and I (hereinafter "Operator" ) . RECITALS WHEREAS, the legislature of the State of California .. s has adopted the Nejedly-Z'berg-Dills Solid Waste Management and Recovery Act of 1972 and now has adopted the California Intecrated Waste Management Act of 1989 , both of which assign the responsibility of the County' s solid waste planning, manaciement , impleme: tation, and regulaticn to the Contra Cosa County Board of Supervisors; and. :S , the County, t-rough its Board of Suver'✓;sors , has a -cvec t-e an'd i I , as shc'--n 0n =::t z «nlc.^. ' _s at-,ac'-ed :ereto and :ccrnorated ::ere:.n by this reference , as a s:.te fc_ :'-e _andf __ _:-g o-: so! _d waste the Cc,.:.. y, a ,TH S , Operator has richts to ac—,,lire and deve_ _ the Landf :l _ sate as a sanitary landfill subject to the necessary ccvern.mental approvals and permits ; and ,,;i4 RE S , OVerator has been and is diligently pursu-. r. the necessary acplicaticns to the County and State of . I I �.y t t ' California and other gover=ental agencies to obtain permits for the operation of the Landfill; WHEREAS , on , 1990 , the Board of Supervisors of Cor_tra Costa County approved the Sanitary Landfill Use Permit No . subject to the Conditions of Approval , the Special Land Use Conditions of Approval and the Findings Relative to the Landfill Site Land Use Permit Pursuant to the California Environmental Quality Act ( "CEQA" ) and Adoption of a Mitigation Monitoring Program, each of the same date; and WHEREAS, the County adopted Ordinance No . 88-81 , ihich provides that a solid waste disposal facility may be operated within the County only upon the approval of a franchise agreement by the County or upon the operator of a landfill entering into a contract with. the Contra Costa County Boar; of Supervisors to prepare the site and operate such facility; and WHEREAS , the Coun--J has determined that the sit_. -I oceration and closure of -antfi - -s ..ne Coun y re-a-uire pub' -c agency ccntrol and and that --his can 'est to acc'. _ - -shed _.._cuz ,.ne Yse Uf a contract --e--ween _he C�r, T:,LRE--0 _ne County and Operatcr , _`c_ a7z cons ideraticn cf the covenants and agreements as hereinafter set forth and for oZ'er ecoµ and valuable cor.sideraticn , t^e recei^t and suff-c-ency o_ --t. ch is :^ereby acknowledcnd , mutually agree as fol :ows : 2 ARTICLE 1 . INTRODUCTORY PROVISIONS Section 1 . 1 RECITALS INCORPORATION . . The Recitals set forth above, and all defined terms set forth in such Recitals and in the introductory paragraph preceding the Recitals , are . hereby incorporated into this Agreement as if set forth herein. in full . Section 1 . 2 EFFECTIVE DATE. This Agreement shall be effective as of October 31 , 1990 . Section 1 .3 CONDITIONS OF APPROVAL. Operator acknowledges and agrees that all of the terms and conditions of the Use Permit ' s Conditions of Approval are reasonable, legal and valid and that Operator is barred from any action or proceeding or any defense of invalidity or unreasonableness or- said fsaid Conditions of Approval and related County decisions . Further , Operator agrees during the period( s) that the Use Permit ( and its Conditions . of Approval ) or this Acreement are in effect , Overator will not attack or otherwise assail the reasonableness , legality or validity of any terms and conditions of said dccu:nents , or of any provisicns rec.--aired to ce _nc_., ded :.._s Acreement by --'-e said Cond:t_„ns of Ac_ r c';a... The Parties ackncwledce that t^e agreement ty Oneratar _n this section _ ater_al ccnsiderat_on _ � s a m for County' s approval of this Agreement . Section l . 4 OPERATOR AC.�_NOWLEDG'IEE :T. Ocerator ackncwledces and acrees --hat the Use Permit ( and this Agreemen—_' by the _ncor-=at_cn nerein of r^e Use Permit ) nrcvide for and 3 allow ( among other things ) funding for mitigation, provision of closure and post 'closure costs , County rate review, establishment and regulation, establishment of limited sub-county service area( s ) for this Landfill , payment to County of annual franchise revenue fees , and otherwise payment t.o County and reimbursement of County costs for its goverr^;ental administration of the project entitlements . Section 1 . 5 COUNTY DISCRETION AND INTEREST . Notwithstanding any other provision of this Agreement , Operator acknowledges that County' s discretion to grant, approve or deny one or more nonexclusive or other franchises or similar agreements for others is not limited or abridged in any. manner by this Agreement, and that this Agreement does not require ti:e approval of any such other franchises or agreements by Operator . County 'reserves the right as part of the necotiaticn and entry. of any such other franchise or agreement to enter a public-private or public-public partnership wit:: other landfill owners and/or to pursue anv ria: is of the Ceunty to regqiire c,--,ership cf those. '_andf_ 1_ 1. s. or --hes Landf, ll Sect_cn 1 . 6 -S S�_5-��- C_ VrL':S:S =0� C Si n _ S A-D :`, 1rL SL S 0 e r a t c r s-a 11 of - - a;.0 nave no cbl_caticn to accept Se1_.. Waste for disposal _ ._ s a to the Use Permit and this Acreement and establish the Co=mencement Date ... i 1 ,.he County has 'first approved and Operator agreed tv ame-J-enz to this Acreement to the Anai . si� Period (Section 2 . 3) , points for the Associated Costs c 4 .f (Section 2 . 6) , the Base Rate and "its component parts (Section 2 . 7) related dates for Sections 6 . 3 and 6 . 4 and the initial actual rates to be allowed for starting operations and the first Annual Period, Section 1 : 7. USE PERMIT OPERATIVE. Upon the Effective Date of this Agreement, the Use Permit is operative pursuant, to the conditions of the Use Permit, entitling Operator to all rights and privileges thereunder . Section 1 . 8 NO PREFERENTIAL 'TREATMENT . With respect to material terms of the relationship between the County and Operator, the County shall offer to Operator terms at least as favorable as those agreed ,upon by the County with the operator of any other landfill within the County with whom the County 4's currently negotiating or may negotiate within the Term of -this Agreement . If any -such material terms are determined for such other operator subsequent to their determination with respect. to Operator , the County shall offer to amend such terms with resect to Ocerator to mace them at least as favorable f.or oCerator . Ccu'nty and Ozeratcr recoa .itie that usi. S : ,_lar materia: tierms, t _ ;_.. or determine rates navy resu't Q- e^ rates , nor c�_ _`_...- sues because cf Ln_ �-e conditicns or cirC,-:-,istances - e:.cisting at each site . �'-^TCT 2 .D�.^TI1I"'i Oils Section 2 . 1 A.DiUSTED BASE Pr,TE Adjusted Base .ate shall mean the "Base date". as adjusted pursuant, to the "Inflation 'Adjustment , and the "New Regulatory Cost , and the "Unusual and -Unanticinated Cost . " Section 2 . 2 AGREEXENT. "Agreement" shall refer to this Agreement and is synonymous for purposes of this Agreement with the word "Contract" . Section 2 . 3 ANALYSIS PERIOD. "Analysis Period" refers to the twelve ( 12) consecutive calendar months becrinnincl the first day of 'January of each year throughout the. term of this Agreement . The first Analysis Period, for purposes of this Agreement, shall begin on the Commencement Date and end the following December 31 . Section 2 . 4 ANNUAL PERIOD . "Annual Period" refers to twelve ( 12) consecutive calendar months begi,,ining the first day of January of each year throughout the term of this Agreement . The first "'Annual Period" , for the purposes of this Agreement , shall begin on the Commencement Daze and end on the last day of the calendar year . Section 2 . 5 AC-_ :V:-_.:E_S le `Acz_4viz-_' es R ez,c r 4-s a s=r.ary dcc-=ent repo_ z _ng Oneratcr ' s act , —ri-tie a 7.d ov e r a 1 l per_c r m a r.c e t' ne precec;-n-, a y s 1 s ef C or over such period of time as set --v t-e Cu u.. e .-.C'7 7: 1 e S s`all s=natize land-144-1- 1 related activities , 10' but nc-1 limited to : ccmnliance with the provisions of Contract and all Permits and Reculatory Azencv Requirements , ccm-Ia:n7:s- and corrective actions taken , management , landfill -as project update, waszestream voi,_,.r.e S 6 1 J and analysis , operations and safety training, recycling/resource recovery efforts , Closure Trust Bund status . and balance, New Regulatory Cost account balance , and Rate Adjustment justifications . Section 2 . 6 ASSOCIATED COST OF FUNDS . The "Associated Cost of Funds" shall be the Eleventh Federal District Cost of Funds 'plus points-. Section 2. 7 BASE RATE. "Base Rate" shall mean the penton cost -to dispose of Solid Waste at the Landfill-. The Base Rate applicable during the period from the Commencement Date to the next January 1 shall be Dollars and Cents ( ) per ton, and shall consist of the following cost components as each of them is- further defined in . this Article 2 : ° Site Act i`siticn a cer to^ Site Develocment per ton Site Qceration and a per _o'71 - - Ma intenar.ce New =egulatory Cost S0 0'0 mer zon ° ....s,..a_ and �:nantic mated ,S0 . 00 _ Costs - re rnz_c cater. Costs >0 . 00 er Size Closure Vie_ cs -..Closure Maintenance er t Base Rate cer. 7 In addition, the Base Rate and the following components equal the "Gate Rate" : (a) " Surcharge per ton (b) 0 Mandated Fees per ton Gate Rate per ton Section 2 . 8 BCARD . "Board" shall mean' the Board of Supervisors of the County of Contra Costa . Section 2 . 9 CAPITAL COSTS . "Capital Costs" shall be ,the monies expended or required to be expended for initial construction of the Site and for necessary additions or improvements to the Site, and shall include Associated Costs of Funds and Markup. - Recovery of all capital costs shall be amortized over remaining tcnnage �capacity or life of the capital item for which the expenditure was made, as apprc:Dri a--e . Section 2 . 10 C=�IENCEI-!_`�'NT DATE:' . "Commencement DaIL'e" shall mean the date ,.:-on winicn -.-e Landfi _! _! first accepts SIIid Waste for --disposal under --'-e terms ;,qreemenand z..e :Ise 'Permit S e c z o n 2 . 11 C C 3 7.,:i n c e n c. s-a I e an amc,=z -etermined '--,j ::-e Ezcard o to cien7: --o reascna*--' e con::inaencles . S e c-Z 2 . 12 C'-- C c,,.: zv shall r, e a n ."i e of Contra Costa , a -::C_ _�:ical su--c-4 -4vision of the State C_ Califcrnia . Section 2 . 13 DIRECTOR. "Director shall mean t e County Administrator or his desianated 'deputy, other County officer, or employee . Section 2 . 14 DISPOSAL PRIVILEGES . "Disposal Privileges" shall mean the privilece to dispose of Solid waste in accordance with all laws , ordinances , permits , and applicable requirements . Section 2 . 15 EFFECTIVE DATE. "Effective Date" shall mean October 31, 1990 . Section 2 . 16 EMERGENCY. "Emergency" shall mean a sudden, unexpected occurrence involving a clear and imminent danger, demanding immediate action to prevent or mitigate loss of , or damage to, life, health, property, or essential nub.lic services . Emercency includes such occurrences as fire , flood, earthcaa:;e, or other soil or geologic movements , as well as such occurrences as riots , accident and sabotage . Section 2 . 17 FUTvRE ZI TICTPATETJ COSTS . FL'ture .:�nticinat.ed Costs" are .hose costs , including Mar:tiup, whic:^. w� _l :tie' y arse but .ave not teen _ rovided ..e Gate mate _.._tial_y necause of the _n certain't:y or _~e amc,_:nz and cate�ory -of ,, :es.e costs at the time c_ enter. _ _o Acreement and a need ov z-e parties to ascertain ..nese costs with _ recision prior to _ncludinci them in the Gate mate . Future Anticipated Costs shall be limited to those acreed to County and Operatcr pricr to the Ccmmnencement Date or as 9 thereafter agreed to by -.,'-,e parties after notice and public review. Future Anticipated Costs shall be a component of the Gate Rate subject to adjustment (as provided in Article 6 ) and shall be zero ( 0), durina the first Annual Period. Section 2. 18 GATE FEE COLLECTION SYSTEM. "The Gate Fee Collection System" shall consist of all equipment , hardware, and software utilized for purposes of assessing, collecting, and accounting for Tipping Fees for the disposal ,of Solid Waste at the Landfill . Section 2 . 19 GATE RATE. "Gate Rate" shall mean the fee charged per ton to dispose of Solid Waste, excluding Special Handling Waste, at the Landfill . The Gate Rate shall be the Base Rate or Adjusted Base Rate, as the case may be , plus Surcharge and Mandated Fees , if any. "Pate Rate" sha-il be synonymous with "Tipping Fee . " Section 2 . 20 G,;7-=- RATE' FOR SPCC'-.L WAS—- "Gate Rate for Special ;-:andlinz ',paste" snall mean the fee charced to dispose cf Special "an" 4na waste, and whic~ S,_a" all annlicable S-,::c"arce and Mandated Fees . Sec:ic:, 2 . 21 =0-1-S 1--F 0^eraticn" shall '--e z'ncse z4mes cur4nq which the use ct: ecruip:rert and other ,:,,achinery necessary for operation of Site in ccmpliance :he Use Permit , :he Solid waste F .- acili-.ies Per.-niz anA -.c ill will be allc,�ed . 10 r Section 2 . 22 HOURS OF ACCESS . "Hours of Access" shall be those times during which Solid Waste may be delivered to the Landfill for disposal . Section 2 . 23 INFLATION ADJUSTMENT. "Inflation Adjustment" shall be calculated by the means of the formula employed to determine the adjustment, if any, to the Site Operation and Maintenance component of the Base Rate to reflect any increase or decrease in the purchasing power of the dollar during the term of this Agreement which shall be calculated strictly -in accordance with the following: Inflation Adjustment, = A x (B-C) C A - The Site Operations and Maintenance, Contingency and Profit components of the Base Rate for the current Annual Period: B = The index figure for August of the current An.nuai Period, as s'ic,-n in the San y rancisco-Oakland-San .;ose :�etrouo-14.tan Area Cons,_. ,er Price -ndex - All Urban Cons=ers asof fished .ty the U . S . e^art.. _ _ ent of �- ab or ( "CDT " ? basec cn the �er,od 1982-1984 - _OQ . C - _ne index _ re _'Cr ,� YastCf �...e receding r.ua1 Period, as shorn in the San Francisco-Oakland-San Jose Metr000l .an :,rea ~ Cons,,:.er rice :n^.ex - z,11 Urban Ccr.su^ers as I1 published by the U. S . Department of Labor ( "CPI " ) based on the neriod 1982-1984 = 100 . If the base of the CPI is changed, then the new base shall be converted to the 1982-1984 base in accordance with the tables issued by the U. S . Bureau of Labor Statistics , and the base so converted shall continue to be used. Should the Bureau discontinue the publication, substantially alter the components of the CPI index or publish same less frequently, operator and County shall adopt a substitute index or procedure which most accurately reflects labor costs . The Inflation Adjustment shall not exceed seven percent ( 70) for any Annual Period. In the event the Inflation Adjustment calculated in accordance with the formula is greater than seven percent ( 70) , the formula shall be disregarded and the Inflation Adjustment shall, be seven percenz 70-0) . Section 2 . 21 "Landfn - ' !! " shall mea -'-e - 4 - 7x'- 4 *- z A where �:*-e d� spcsa' c Sol Zed - - - !:1 ; �J andfill descr4-' f 'taste will occur . F-__- -ur=ses cf this .=,ureemen:: , sh a I I '--e s yn c n�m o u s w S te . S e c 4-c- 2 . 25 E-D LS . "Mandated those mcnies required fr= 0rerator from time to time ,ty Regulatory Acency for -_he purpl-se of funding ( a) --eteral 3 a-�e or reqicnal CrCCr_;Zm5 , i=crams reqs red by .'ie 7 and 12 I Y Permit, or (c) other County established fees . Mandated gees shall be a component of the Gate Rate. Section 2 . 26 MARKUP . "Markup" shall be that amount , expressed either as a percentage or dollar value, comcrised of overhead plus profit as the term "Marku-o" is defined and approved by the Board as part of rate approvals . Section 2 . 27 NEW REGULATORY COST. The "New Regulatory Cost" . shall be a component of the Base Rate or Adjusted Base Rate, as the case may be, to allow for the -offset of any increase or decrease in capital and/or operations costs , plus Profit, associated with the need to comply with standards , ordinances, and/or rules� or regulations adopted by Regulatory Agencies after the date of this agreement . Section 2 . 28 OPERATOR. "Operator" shall mean --:'ie holder of the Use Permit or its assignee . Sect,ion 2 . 29 OUT-O~-COUNTY WASTE' "Out-Of-County Waste' shall mean anv and all solid waste originating outside. of Contra Costa County . Sect.cn 2 . 30 =u' S Permits" s^all mean any and al _ .er=enta_ au rcva_s , W.,.._ __&menzs , c'_earar.ces or t I im,iped _o e *-'s e e ..._ ceneral _ lan amend-en_s , env: _o:mental, _m-_act reper--s , accrovals , conditicnal use cerxits , waste discharce oermi_s and recuiremen..s , fac_ _ : .._es permits , permits to operate , per...- _s to construct , closure ^fans , guild:na 'cer:^its , encroach=e . permits ,' crad,n- per �.�ts , tree removal permits , zract/parce_ 13 maps and all other governmental permits , consents or approvals as may be necessary to allow operator to construct and operate the Landfill . Section, 2 .31 POST-CLOSURE MAINTENAINCE. "Post-closure Maintenance" shall mean those activities as required by law to be undertaken at the Landfill , following Site Closure to maintain the integrity of containment features and/or to monitor compliance with applicable performance standards as specified by law. Section 2 .32 PROFIT . "Profit" shall mean an amount determined by the Board to compensate the Operator for the use of its financial resources , the risks undertaken by it and its entrenreneurial effort . Section 2 . 33 REG'U--'-.7-ORY "Regulatory Agencies- shall mean Federal , State and local agencies in char-le of regulat--na the operation and maintenance of san.; lary landfills , s,,:c,, as , '--u-. no-z _ _m; ted to , California Integrated Waste Manaaement Board, Ca' -4 -1crn-' a Reaional Water Quality Control 3oard, caf-fcrnia Depar-,men-, of Health Serv,-ces , Contra Costa Cc,,;.-ty Depar _:menz of '-eal-.h Services as '-Cca-, Enforceme .. Aaencv fOr 'ant'l --na and diszcsal of Solld ...e Bav Area A Q,,:ali--7 Manacement District and :'-e Ccu.-.-:-..' Secticn 2 . 34 OF DISPOSAL CX,7,RG7-S - T:,e "Schedule of Discosall Charraes" shall mean a list of was--e and corres-ond;.na fee am--ur)7:s to to c!-iaraed at -.! e Lind-,' -" '- '- Gate for disposal of said waste types . r e r' Section 2 . 35 SITE ACQUISITION. "Site Accuisition" as a portion of the Base Rate shall mean an amount per ton, negotiated and approved by the County prior to Commencement Date, which compensates Owner for the risks undertaken in acquiring the Site and permitting the Landfill , and for the reasonable costs of obtaining and defending all permits and approvals necessary to open and commence operation of the Landfill (including,.' but not limited to accounting, engineering and legal fees) and for the costs and. investment ( including rents, if any) to acquire and maintain the use of the Site in compliance with the Permits . Section 2 .36 SITE CLOSURE. "Site Closure" shall be the cessation of Solid Waste disposal at all or portions of the Landfill and subsequent operations necessary to prepare the Site for Post-Closure Maintenance in accordance with law, Regulatory Agency requirements and Permits . Section 2 . 37' SITE DEVELOPMENT. "Site , Develo ~ent" shall mean that nortien .af t^e 3ase Rate which reflects the .amortized cost, per tcn to be recovered by operator For is capital costs to deveicn, repare and _. S: _e_ _ _ �ove ..^e .. as necessary for the receip� of wastes _nc_,,:ding or.-site a cFf-site cons.tr_,C: on costs and Fees , ;;litigation measures _nd other Capital Costs _;posedby the Use Permit and thePerm:z s , and inc'_ud4 the Asscciated Cost of Funds and Markua, but exc'_udinM Future nr:ti_e,pated Costs . 15 Section 2 .38 SITE OPERATION AND MAINTENtVNC- . "Site Operation and Maintenance " shall mean the costs related to the performance, as determined in accordance with generally accepted accounting principles , of disposal operations and maintenance at the Site in compliance with law and Permits . Site Operations and Maintenance Costs shall include , but not be limited to, the reasonable costs of : labor and equipment, equipment maintenance, engineering, legal and accounting services, administration , environmental compliance and monitoring, site cover procurement and placement, control of litter and debris on-site and off-site, permits , . permit and rate review compliance and reporting, maintenance of facilities , inspections and insurance policies plus profit and contingency allowances as determined by the Board . Site Operations and Maintenance shall not incluse any items included in New Regulatory Cost , Unusual and Unanticipated Costs , Iuture tinticipated Costs or legal costs incurred-in action's brc cht oy Operator against _ne County . Section 2 _39 SOLID 4AS "Solid 'Haste" s al _ mea^ thcse non::azar,jous' sowaste Coasts �efin ed ov Section 40191 of �ne Ca_, ` _ _a Public resources Ccz�e as � av ce am encec from time to _:r.e . Sectio:: 2 .*0 SOLIO '4AST-F PROGRAMS . So. _d ,�,ast�� Programs" shall :jean _:cse rcorams directly related to sc _ waste wh:c^ may incl e : -ransfer stat_cr.s , ' cruse: old d azar waste programs , rec.r"c� nc ar.d resource recovery progra:^s , 16 Agreement and Use Permit administration costs ( including legal , engineering, accounting and other costs of the County) , and Rate Review meeting costs . ' "Solid Waste Programs" shall specifically exclude the planning for , and/or acquisition of , any landfill . Section 2 . 41 SPECIAL HANDLING WASTE. "Special Handling Waste" shall mean certain Solid Waste materials' permitted for disposal at the Landfill which, because of their volume or type, will require special handling by Operator such as, by example only, sewage sludge, tires , fencing, large appliances, large dead animals , concrete and asphalt . All Special Handling Wastes accepted at the Landfill shall be specifically identified in the Schedule of ,Disposal Charges . Section 2 . 42 SURCHARGE . "Surcharge" shall mean a special charge in addition to the "Base Rate, " or "Adjusted Base Rate, " as the case may be, applied to the Waste Stream and/or the Out-cf-County Waste, as required by the County and . this Aareement , fcr funding of Solid Waste P.roarams , closure of Cou n~-,r . andf_1 _s operation prior to 1990 and ` _r n ,or a c _se =ees and of er costs as deemed apprcpriate by ::e Cotnty. Section 2 . i3 S-----'CG 'P1"L "'S Surcharge Pa,r:tents" s'-al'_ ^ean those mcnies received by as Operat c aa Surcharce. and remitted to t' e County in accordance with t terms of --his. Agreement and of the Permits . Sect- on ".,Nm U:-I;UNTIC:PA"_'_D COSTS'.; "Unusual ar.d Lnartici^ate( Costs" shall :Wean those costs, : a 17 Markup or Profit, as appropriate, resulting from circumstances which may arise and which have not been predicted or foreseen in this Agreement . New Regulatory Costs and Future Anticipated Costs are not Unusual and Unanticipated Costs . Unusual and Unanticipated Costs shall be a component of the Gate Rate subject to adjustment ( as provided in Article 6) and shall be zero ( 0) during the first Annual Period. Section"2. 45 USE PERMIT. "Use Permit" shall mean the Contra Costa County Land Use Permit No. together with all Conditions . of Approval applicable thereto . Section 2 . 46 WASTE STREAM. "Waste Stream" shall mean Solid Waste generated within the County. ARTICLE 3 . TERM OF AGREEMENT Section 3 . 1 INITIAL TE'R.M. The initial term of this Agreement shall be for a period of twenty-five ( 25) years wnicrI shall commence on the Effective Date; provided, that the term may be renewed as set forth in Secticn 3 . 2 hereof . Section 3 . 2 EXTENDED -=`i The initial term and each successive term s.-all automatically be r2newed _,nless , s:.. mcntns or to -..e ext rate.. of the s,-,c- ter^. Oterator shall at its so,e Cpt�C. l4-,e notice to -he CC,in .J he ..nen c.._ _ er.t term shal l not be renewed. Eacn saccess --.e term of this Agreement shall be for a period of twenty-f e (25) years ; proviced, however , that no successive ter: continue Gast the earlier of a date one hundred years frcm Iho 18 Commencement Date or the date upon which the .L'andfill is filled to its capacity pursuant to the Use Permit . ARTICLE 4 . PERFORMANCE OF OPERATOR Section 4 . 1 OPERATION OF LANDFILL . Onerator shall operate the Landfill for the disposal of Solid Waste., in strict compliance with,, and subject to, the terms and conditions of this Agreement,the Permits and other applicable recruirements of Regulatory Agencies. Section 4 .2 WASTE STREAM. - ', (a) Nothing in the terms and provisions of this Agreement shall be construed to grant . rights of exclusivity with respect to Solid Waste generated 'in any geographical portion of the County; nor shall this Agreement preclude or in anyway restrict the County from entering into substantially similar, agreements with other parties for Solid Waste disposal operations at- cther locations ; provided that `the terms and conditions of such other agreements shall not be substantially more favorable to the other operators than the provisions of this Agreement pursuant to Section 1 . 8 . (b) Under the provisions cf the Use ?ermit , _:e Cc;:nty may estat-1 ish s::b-County service areas for ,. e Lar.cf , on a temporary cr long ter:; basis and, if it does ; Operator is precluded from acceptinc for disposal Solid Waste from outside of such areas ., Prior to October 1 , 1991 , and after consultation with Operator , the County shall establish a procedure and criteria for t'he determination of such sub-C_-u^t•,, 13 areas . The criteria established by the County shall include (but not be limited to) consideration of volumes of Solid waste generated from geographic areas , minimum thresholds of 'taste Stream necessary for economic , efficient and profitable operation of the Landfill , appropriate rate adjustments and the location andactivity of transfer stations . The procedure established by the County shall include provision for findings by the County:, necessary to illustrate the basis of the County' s decision. If- the County does not establish a procedure and criteria for the determination of sub-County service areas , thereafter the County shall not establish such areas . (c) If the County establishes a procedure and criteria for sub-County service areas , the County shall follow such and make ,an initial determination of the boundaries of the service areas ; if any, and shall promptly inform Operator in writing of its initial determination prior to the Commencement Date . Thereafter , if at any time during the Term of this Agreement , the.: County decides to establish sub-County service areas or to modify the boundaries of a previously establlished sub-area for the Landfill , the County shall prcmptly inlform Operator of its intent to do so and shall follow its established procedure and criteria and consult with Operator and thereafter inform Operator in writing of its determination . If Operator is dissatisfied with the initia'_ procedure or criteria established or with the initial determination, it shall have the right to terminate this 20 Agreement prior to the Commencement Date upon fifteen ( i5 ) days prior written. notice to County. -Section 4 . 3 WASTE TYPES . Operator and the County shall allow disposal at the Site -of Solid Waste as, provided herein and. in the Permits; provide, however ; Operator' may refuse to allow the disposal of certain categori.es' of Solid Waste after obtaining approval by the County, which approval shall not be unreasonably withheld. Operator shall provide sixty (60) days ' notice to all affected parties prior to proposing County approval of Operator ' s tentative decision to disallow disposal of. the affected Solid Waste.. Section 4 .4 UNACCEPTABLE WASTE. Operator shall not allow disposal at the Site of material other. than Solid ,Waste unless specially approved in writi.ng .by, the Director , and otherwise allowed by law. It is recognized that some non-approved materials , including hazardous wastes ; may occasionally be unloaded at the Site.. by users thereof . Operator shall train its cn-site employees to recognize such unacceptable wastes and :materials . In the event that unacceptable waste is deposited at the Site,, it shall be handled and removed by Operator in accordance with procedures which shall be developed by Operator .and submitted. to the County for approval prior to the Commencement Date . Costs -'or removal and alternate disposal or treatment-- of unacceptable wastes shall be a Site Operation and . Maintenance Cost . Not-ing herein is intended to relieve the person or persons deposit-ng 21 or causing to be deposited such unacceptable waste from any liability. Operator retains the right to use all legal means to recover costs of removal and alternate disposal or treatment from such person or persons . Section 4 . 5 INSPECTION, INVESTIGATION, AND EVALUATION OF SITE. Operator acknowledges that it has and shall continue to inspect, investigate, and evaluate the Site regarding Its suitability as a 'Solid Waste disposal site. The Site shall be immediately accessible at all reasonable times to Regulatory Agency officials for any reasonable, lawful and proper purpose. Such officials shall usually give reasonable notice to Operator of their intention to visit the Site or if such notice is not given, shall notify Operator ' s on-site personnel of their presence on the Sitel. Operator ' s designated representative shall be entitled to accompany any such official while on the Site County shall not incur liability arising from the discharce of its inspection responsibilities , either by commission or by omission, except for its tortious conduct or breach cf duty resulting in death, injury or property da.mace while engaged in its inspection responsibilities . 7he insnection of the work shall not relieve Operator of any obligation to perform under this Agreement . Operator sham remove and replace or repair any work not in compliance with those Permits , laws , ordinances or regulations applicable to the Site . I 22 Section 4 . 6 PERMITS ., Operator shall obtain and maintain in force all necessary Permits and/or other approvals from the Regulatory Agencies for the Landfill . Upon receipt of each such Permit or approval , a' copy thereof, together with all conditions or requirements attached .thereto, shall be delivered by' Operator to the Director . Section. 4 . 7 - STATUS OF TITLE. Prior to the Commencement Date, Operator shall provide to the County reasonable evidence sufficient to establish that Operator is in possession of and/or has the right to use the Site for the purpose contemplated by this Agreement . Section 4 . 8 GATE FACILITIES . Operator shall supply, construct and thereafter maintain gate fee collection,, facilities . The facilities shall be designed and located as necessary so as to expedite the fee transactions and shall be attractively finished and landscaped. The facilities.shall be consistent with the Use Permit for the Site . Operator shall supply; construct , and maintain truck scales as necessary to expedite the fee transactions , prevent traffic back-un, and allow for occasional maintenance and repair . The scales shall be ccmnatible wit:. the Gate Fee Collection System approved by the County, in accordance wit' Section .4 . 1 of this Agreement . The scales stall be open and in working order dur.i^c all Hours of Access at the Landfill , pursuant to Section '3 . 12 . The sole access to the Site for vehicles carrying solid waste .23 shall be the Landfill entrance, and all waste disposal vehicles shall be recorded by the Gate Fee collection System. Operator shall make provisions for quick repairs of the scales by competent technicians to minimize downtime . The scales shall meet all State requirements for design approval and accuracy for State certified scales . only those scale) functioning in accordance with all applicable regulations shall be used. Operator shall obtain. the State of California certification for scale accuracy. Operator shall supply, deliver and maintain utilities to the site and shall be resr)onsible for all on-site and off-site costs and service charges in connection therewith Section 4 . 9 OPERATION OF GATE FEE COLLECTION SYSTEM. Operator shall operate the Gate Fee Collection System, including the providing of all labor and materials necessary with respect thereto, except as --rovided in Sections 4 . 8 , 5 . 1 and 5 . 2 -- Such oper" ation shall- be for all Hours of Access . Section 4 . 10 FEEE COLLEECT_lON. Operator shall collect , ti count and account for all Landfill Ti-ping Fees and waste quar.tities from each user at the Site . Said fees shall- be collected in acccrdance with the rates applicable pursuant to Article 6 of this Agreement . in the event that: no scale is operable at any given time , vehicles will be charged based upon the weight certified by t!-ie originating transfer station cr based unon a flat fee or vo.';.�_e fee schedule established by *:-e parties in advance .,, 24 Operator shall furnish the County with monthly reports on the number and types, of vehicles and waste tonnages and/or - volumes, as appropriate, of the various .types and Gate revenue . Section 4 . 11 PAYMENT TO COUNTY: Operator shall pay the Surcharge Payments received pursuant to Section 6 . 12 to the County monthly in arrears . Operator shall pay the Surcharge Payments to County within thirty (30 ) calendar days after the close' of the prior month in which they are collected. Section 4 . 12 HOURS OF ACCESS . For purposes of this Agreement, unless otherwise required by -the terms of the Permits, Hours of Access shall be those specified in the Solid Waste Facilities Permit . Should the. Director declare that an emergency exists , Operator shall keep the Landfill open as instructed to allow for the orderly disposal of Solid Waste generated or created by such emergency conditions at no additional charge or increase in the Gate Rate. The scheduled Hours of Access may be changed in a manner consistent with permit recuirements . Operator may, in its sole discretion, observe the ,ollowirg holidays and close :he Landfill : New Year ' s Day, Easter Sunday, Memorial Day, independence Day, Labor Day, Thanksgiving Day and Christmas Day, or other major holiday as approved by. the Director . Section 4 . 13 REFUSE HAULING. Operator shall provide nondiscriminatory service for Solid Waste disposal to all users, and shall abide by all federal , State and local laws and 25 the Land Use Permit . Copies of all contracts for hauling to the Landfill from transfer stations or otherwise shall b e delivered to the' County and the County shall have the right to require compliance with this Section. Section 4 . 14 ACCESS ROADS , HAUL ROADS AND SERVICE ROADS . It shall be Operator ' s responsibility to provide and maintain all roads required on the property for purposes of transporting refuse to the actual point of disposal , or transporting earth materials for fill within the Site, and such other roads as may be constructed for its convenience . Haul roads shall be well maintained. The surface shall be reasonably free from potholes and depressions . A safe, all weather access to a disposal area shall be provided at all times . Section 4 , 15 LITTER MANAGEMENT , Operator shall maintain and keep the Site and its access road reasonably free of litter and other refuse . Operator shall be solely responsible for maintaining the Site in a clean and sanitary condition, and shall- be responsible for any public nuisance created as a result of its o-cerations . 0r)erator shall control on-site and off-site litte;., or debris in accordance with the Use Permit and the Solid Wasle Facilities Permit ., Section 4 . 16 --1, T ROMMEN-AL MITIGATION . Oneratcr shall comply with all environmental mitigation measures 26 reasonably and lawfully imposed by Regulatory Agencies including those 'imposed by the Use Permit . Section 4 . 17 RECYCLING/RESOURCE RECOVERY PROGRMuMS . Operator shall cooperate with the County and reasonably participate in satisfying the ancillary waste needs of the' County, including participation in a County sponsored recycling/resource recovery plan and litter program, and/or any other activity which the County deems is appropriate for inclusion in the County Solid Waste Programs . Section 4, 18 ACTIVITIES REPORT. Operator shall , by the first day of January of each year ; assemble and provide to the County the Activities Report for the most recent Analysis Period. The Board may direct , upon ninety (90) days written notice to Operator , that the report provided in the Activities Report be made semi-annually. Section 4 . 19 PENALTY SCHEDULE FOR NONCOMPLIANCE .' In the event that noncompliance by Operator with anv condition or provision of this Agreement , or any applicable Permits or Regulatory Agency requirements is determined by the County, County shall notify Operator cf, the identified nonccmnliar.ce , Following notification of noncompl .ance , ' the Director may impose penalties per noncompliance upon three ( 3 ) days notice to Operator in accordance with the following penalty schedule until such time as compliance is achieved : $ 500 . 00 per. day during the first week of noncc:r^lia ce $ 750 . 00 per day during the second week of noncompliance 27 $1 , 000 . 00 per day during the third week of noncompliance $1 , 250 . 00 per day for each day thereafter . At the time the Director imposes any penalties , the amounts due for each day of noncompliance shall be the ab ve amounts plus the ,percentages thereof of the increase in the Gate Rate since the first Annual Period. Notwithstanding the above three paragraphs , no monetary penaltie's will be imposed by the County in the event that operator and/or said Regulatory Agency are diligently pursuing the proc 11 ess of correction or mitigation of the event(s) causing noncompliance . Operator shall have tl7ie right to arbitrate any action taken by the County under this provision in accordance with Section 13 . 7 of this Agreement . Section 4 . 20 RECORDS . Operator shall keep separ ate and accurate records fortIl-.e Landfill ',as provided in the use Permit . — The County mav, .a-- its own expense (which may be recovered as a Solid Waste pprcgram cost ) , at any time during the term of this Agreement , :ave the books and records of �he' o^erator exami-ed -i- accordance with the Use Permit . C Oun I y shall give thirty (30 ) days written notice to the Operator in advance of such examination date except that shorter periods may be prescribed ''for the rate review process . 28 ARTICLE 5 . ' PERFORMANCE OF COUNTY Section 5 . 1 GATE FEE COLLECTION SYSTEM. The computerized Gate Fee Collection System, which shall be provided by Operator in accordance with Section 4 . 9 of this Agreement, shall be approved by the County, which approval shall not be unreasonably withheld. Section 5 . 2 INSPECTION OF SCALES . The County may, from time to time during regular business hours , inspect the scales and test the accuracy of same. ARTICLE 6 . RATES Section 6 . 1 GENERAL RATE STRUCTURE. This Agreement as amended pursuant to its Section 1 . 7 will establish a Base Rate for handling and disposal of Solid Waste at the Landfill , and provides for the adjustment thereof in the event of : ( 1 ) increases or decreases in the cost of labor .and equipment ; .(2) increases or decreases in the cost of operations due to changes'. in governmental reculations ; (3 ) Unusual. and Unanticinated Costs; ( 4 ) :Mandated Fees ; and ( 5) Site Closure and Post-Closure payment adjustments . Site Operation and Maintenance ccmoor.ent of the Base Rate will be autcM atically ad;usted annual.ly in accordance wit- the provisions of this Article . The Site Operation and Maintenance component shall be redetermined three• (3 ) years after the Corrmencement Date , and thereafter every five ( 5 ) years . The redetermination shall be made in the same manner , and in accordance with the same procedures used for the .initial 29 determination of such components . Other components of the Base . Rate shall not be redetermined pursuant to the provisions of this paragraph. After each redetermination, the resulting Base Rate shall be effective for the next five ( 5 ) year period and, during that period, shall be adjusted annually in accordance with the terms of this Article. Either party to this Agreement may, at its option, apply to the Board not more than once annually for increases or for decreases of 'New Regulatory Costs in accordance with the provisions hereof . As hereinafter provided, the County may adopt a different rate determination procedure prior to October 1991 . Any change thereafter shall be made only by written amendment to this Agreement executed by both parties . Section 6 . 2 BASE 3_'-%TE. The Base Rate is defined in Section 1 . 7 of this Agreement and is subject to adjustment in accordance with Sections 6 . 3', 6 . 4 and 6 . 5 below. Section 6 . 3 . ;,-DjUS7MENTS TO BASE RATE . Adjustments made to the Base Rate shall , in each instance, yield the "Adjusted Base Rate" . Ad4ust:rents shall occur in accordance with Section 6 . 4 in the case of the inflation Adjustment , Section 6 . 5 in the, case of the New Regulatory Cost , Sect*icn 6 . 8 , in the case of theiUnusual Or Unanticipated Costs , and Section 6 . 9 in the case of mandated Fees . Section 6 . 4 Tl - .:�TTCN ADJUSTKEN NT: - - PROCEDURE . E c en t for the requirement of notice as provided herein, adjustment to 30 only the Site Operation and Maintenance component of the Base Rate by way of the Inflation Adjustment pursuant to this Agreement is automatic but subject to the discretion of Operator to determine whether to _take the full adjustment in any given year or defer to subsequent years the full inflationary adjustment Operator could have taken. earlier.. Any deferred adjustment shall apply prospectively and not retroactively. The Inflation Adjustment shall not. be applied to any other component of the Base Rate.. By application of the Inflation Adjustment in .strict compliance with this Agreement , Operator shall : ( 1 ) : calculate the appropriate adjustment to the Site Operations and . Maintenance component of the Base Rate, reflecting results of the Inflation Adjustment formula for the most recent Analysis Period; provided that if the resulting increase or .decrease is greater than seven percent ( 7%) , then the formula shall be disregarded, and the Inflation Adjustment applicable beginning, the following ;�,xnual Period shall. be seven percent ( 70 ):; (plus any deferred adjustment which. Operator chooses to apply. ) and (2) provide at least ninety ( 90 ) days written notice to 't::e Director which shall clear'_y .shcw the Inflation Adjustment calculation and the resulti.ng ,Ba,se Rate component adjustment „ (the " Inflation Adjustment Notice" ) . Provided such notice- is given, the Inflation -djustment shall automatically be applied to the component and added to the Base Rate and thereby included in the Gate Fee on the first day of each Annual Period . . 31 Failure or delay by operator to give Notice of any adjustment to rates by way of Inflation Adjustment shall not constitute a waiver of its right to secure that adjustment or any succeeding adjustment beginning the first day of a subsequent Annual Period. Subject to the first paragraph of this Section 6 . 4 ' allowing for operator to defer any portion or all of an adjustment , Operator shall not be entitled to any retroactivity in ,,rate adjustment dollars , as opposed to percentages , for ;; failure to give Notice, nor shall any Inflation Adjustment be applied to the Base Rate at any time except the first day of an Annual Period. Section 6 . 5 NEW REGULATORY COST: PROCEDURE. E .cept as otherwise provided in this Section, adjustments to the Base Rate by way of the New Regulatory Cost is not automatic and is subject to the approval of the Board. After the first full Annual Period the then current Base Rate may- be increased or decreased from time to time to reflect any change in operating and capital costs including MarkuD and Associated Cost of Funds resulting from the need to ccmniy wiz-h statutes , cr,-Jinances , and/or rules or regulations '"Laws adopted or im^lemented after the date of z- is Agreement . The components of any New Regulatory Cost shall he separate- and distinct and may not duplicate the .components of the Base Rate or hdjusted Base Rate. Either ither narty to this Agreement may initiate, not more often than once annually, rate review applications pursuant to 32 the New Regulatory Cost . The Board shall schedule and hold ,a public hearing no later than sixty ( 60 ) days after the date it receives a complete application and. shall render a decision no later than ninety (90) days after the, conclusion of the hearing. The Board shall receive all relevant public testimony, including that of the applicant ,. and render a decision on the request consistent with the following: (d) The County staff shall submit findings to the` Board on those additional capital costs or operating casts -that will be incurred to' comply with the new Laws that are applicable to the landfill ( "New Regulatory Cast" ) . These costs shall be reduced for any previously determined costs which have not been incurred and which are later found to be unnecessary and those costs which have been fully recovered through previous adjustments . (b)., If the Board concurs that a New Regulatory Cost has been-or will be incurred, then the Board shall grant an increase or decrease to the Gate Rate. In such event , the amount of increase or decrease shall be calculated :oy . amortizing the New Reculatcry Cost over the estimared total remaining tonnace capacity of the Landfill . The tonnage capacity and cost detail shall be subject to prior, independent review by the County staff . The calculated increase or decrease shall be expressed in dollars -and cents per ton and be included in the New Regulatory Cost component of the Adjusted Base Rate. In the event that the revenue generated. by. the '.1ew 33 Regulatory Cost component of the Adjusted Base Rate recovers the capital costs included therein, the Gate Rate shall be adjusted accordingly . (c) The New Regulatory Cost component or any adjustment thereto shall be applied to the then current Base Rate, which shall yield a new Gate Rate to be charged dt the Landfill on the first day of the following Annual Period but in no event , sooner than ninety (90) days after approval by the Board and shall terminate when the ,New Regulatory Cost is fully reimbursed, including Operator ' s Profit or Markup as appropriate and Associated Cost of Funds . Section 6 . 6 ACTION BY BOARD. Any decision or action taken by the Board in accordance with Section 6 . 5 of this Agreement shall be supported by appropriate and detailed written findings of fact and shall be issued to the applicant: and made available to any interested members of -he public who may request a copy of same no later than twenty-one ( 21 ) days which h a/' A after the date upon decision. is made or an action is taken. Section 6 . 7 OF ARBITRATTO.N. in the event that oz)erator does not concur with the action or findings of ?--he Board, such dispute may, with the mutual agreement of t-he parties , proceed directly to arbitration, pursuant to Section 13 . 7 of this Agreement , with rights of discovery both narti,es . All costs of any such arbitration shall te norne 34 by the Operator . If the Operator prevails ; the costs `of arbitration shall be recovered through the rates . Section 6 . 8 UNUSUAL AND UNANTICIPATED COSTS . Operator and .the County recognize .that, during the term of the Agreement, circumstances may, and probably will , arise'which cannot be predicted or foreseen in- this Agreement and which. are not subject to New Regulatory Cost Adjustment . It is understood that most unforeseen changes that result in cost increases to Operator without direct relation to regulatory changes will be addressed by the, Unusual and Unanticipated Costs adjustment mechanisms provided for in this Section" 6 . 8 . It is the intent of this provision to set forth reasonable expectations with respect to the items which could produce. circumstances not covered elsewhere in this Agreement and to provide a means for arriving at adjustments in payments or, rates to reflect resulting cost impacts. ` County and Operator :;ay, prion to 'January of each calendar year , negotiate upward or downward adjustments to rates based on Unusual and Unanticipated Costs . Said negotiations shall be conducted in good faith and may include , but are not lim- ted to, situations such as the following : 1 . Proposed changes in the level of service 'cy the County or Operator ; 2 . Comnensation to Operator for the design and/or construction of on-site or off-site improvements whic`: 35 have a direct bearing on Site operations and have received prior approval by the county; and 3 . Changes in technology that significantly modify the intention and circumstances existing on the date of execution of this Agreement and which have a direct bearing ig on Site operations . The adjustment to the Base Rate resulting from said- negotiation shall include compensation for all labor , equipment, and materials , plus Markup and Associated Cost of Funds, necessary to' perform this Agreement as it . may be amended by the negotiations . The adjustment to the Base Rate, if anv, shall commence on the first day of the next Annual Period and, in the case of capital improvements , shall be only for the period of time necessary to recover costs . Section 6 . 9 MANDATED FEES : PROCEDURE. The Gate Rate will automatically be adjusted to accommodate the imposition, change or removal of Mandated Fees as such fees are adopted, amended or repealed by Regulatory Agencies . Operator shall give County prompt written notice of the adoption, amend:,ent or .-eneal of a Mandated Fee , A Mandated Fee shall : ( 1 ) becc7ne Part of the Gate Rate on the date any legislation or recula?Z'_on imposes the Mandated Fee upon operator; ( 2) be adjusted in the Gate Rate on the reajired date set forth in any legislation or regulation chancing said Mandated Fee; and (3 ) be removed frcm the Gate Rate upon recapture of the Mandated Fee or in the even-, of repeal of the legislation . 36 ' Section 6 . 10 SPECIAL HANDLING WASTE . Rates , : established, from time to time, by Operator for Special . Handling Waste shall be approved by the County and thereafter. placed in the Schedule of Disposal Charges prior to collection. Such Schedule may include a provision for negotiated prices for unusual quantities or unique types of materials . The applicable Surcharge and MandatediFees. shall be added to such rates and prices to determine the Gate Rate for Special Handling Waste. . Section 6 . 11 OUT-OF-COUNTY WASTE. Out-of-County Waste shall be received at the' Landfill only if (and subject to such conditions) as approved by the Board. Rates for: Out-of-County Waste shall be set by the Board after public review. Section 6 . 12 SURC-t' GE . The County may determine am establish, effective on tie first day of each annual Period, the S`srcharce which shall be added- to the then an--licable Base Rate , Adjusted Base :ate or Spec al Handling Waste rate and collected as _art of the anprcved Gate Rate for that =L:nua'_ Pericc . .` e sane sha_1 be c_earll _yen�- ed ..o Olceratcr as the . Surc^arce :or tnat A.-nua er_od . Operator will tie. provided at least ninety ( 90 ) days written notice of any, Surcharce established _`or an Annual Period . In t:.e absence the County estab_ _sni—q a part dinar Surcharge amount or for any Yw nua_ 'er gid , .,.Ie Surc.".arae to be collected .by a Operator _`cr ,.ne. County shat; be thirty oereer.t ( 30' of t .a 37 then an=' cab! e a-gproved 3ase Rate, r.d 3ase =ace and Soecial :;andl_ng waste :a--t6 _or z1nat: Annual Peric,4 • Nctwizhstanding_ the above paragraph, the Su:c:':a"-e imposed by the County under this Acreemenz snall Mlot el_lce�a-; �:ne lowest Surcharce annlicable to similar cateco ries of wasa any other landfill in the unincor-orated area of the whether publicly or privately owned or orerated and over the County has the authority to impose such Surchar--e. Section 6 . 13 ---UTT= AIN-1 1 C'_r?ATE'D COSTS . O=erazct and County recognize that certain defined costs may not- be included in the initial Gate Rate if it is desirable to await the determination of actual- costs which may prove to be inacc:ace . Operator shall , prior to August 315C. of t=ac.,. calendar year, submit to Director adeqn-,ate evidence such as receinrs , invoices , time records , and engineer ' s estimates of she costs actually incurred c.- --o be incurred -4or 4t Anzici=azed Costs and calcula:4 -n c- an apor-jraze Ga:e Rate cc-.Mcnenz to re:Iecz* :nese costsLocn verizicazicn of _9 amot-Onz of :he Future ::ici=azed Costs and c--m=cnen: calc,41a:�_ons Director , Cre=ator s!7:a--, -! ad4,,-,sz :.*ne Gate Rate t arc: or z o, _- :i :2 _ec7 : e inc,;:rence a: andad--_:_:7_n:z W these costs . seczicr 6 . 14 _-7 "To v any ether =:cvision of this Aqreemenz , 1:7 . z *_e or the '-'se Perm_� :, :he may eszabl ' sh at any :4-me -- -.:7 to October 1 , 1991 , a di-f-feren: procedure to set: lacus which owner must comply.- Any such procedure or , procedures established shall eecruire that the County approve and "Lx reasonable rates in conformity with applicable law. Such County established procedure may provide for : (a) County rate fixing after, public review. (b) Provision of audited financial statements for . past Landfill activity prior to rate establishment or chance . (c) Provision for allocation of cost of Operator related to regulated and unregulated operations . ' (d) When Operator or County may initiate ( intervals , etc. ) the rate review oro*cess and rate changes . (e) Other appropriate orovisions . ART'r CT E 7 . PIX S ONN— Z.T Operator shall assign qualified nersonnel to operate the site as may be req-_,iced to assure a smooth and ef-I_4 c ie'jlt omeration in compliance with all applicable Permits . ,-The County has the to req est, - n writinc, ad:-ti.nistrative action , tne removal or any em--'-cvee or Operator who violates _z:..' -p:ovisicn c-_ nz E :h4s Acreeme , cr in :-.e cpinicn of s*,:c- re—_Vest__ c car:v _s' -_,nsa_`e , or disccurzecus zo :-e or czners 4-- :!-:e �0' 1-iis/'-er d,,;-.'_es . '--=on rece=_pz of such a recr-uesz , Ocerazcr .31311 a=,_nistrative action, w -ch , inmediatelv take '.whatever - -- judgment , is necessary to reso-1 -:e the situation . SU_-I" aczi::�:� may include removal at emcicvee from the S4-:e . 39 A Site Superv_iscr em-lcved by Ocerazor shall ze present at the Size a: all times Char anv c-cerrat-ions are beinc: conducted thereon. Operator shall file with the Direc-ccr the names , addresses , and telephone numters of the 0--eraz--r representatives who can be contacted at any time in case, of emergency. These. :enl-esenzazives shall be fully autnor' -er; to resnond so as to resolve z?,9 emer-enc,,,. ARTICLE 8 . IL AIN T D F T �4L GAS . If at any time Operator voluntarily pursues the sale of gas Droduced from the Landfill or the sale of eleczr" c i::,v produced by burning said gas , Ocerator and County shall in good faith inecrotiate a- reasonable adust.-iient in the 3ase Rate. ARTT-C'---- 01 . CLOSTOZ ?ND POS_TCrOS= Section 9 . 1 CIOSj?a RESPONS131LITIES . Operator s i-.a 11 be res-onsible for Site. Closure and Post Closure MaintenanIce of the Landfill according to all Permits and -recrairements o--: Regulatory Acencies . O;erazor will hold the C-,ur.zv harmless for ' zhe =erfor:-nance _' zs "-".:::ies =ter A:7:4c , e . --he C3":n:-1 a:._; O=er-:zr =ec-_=-._:e the Lneviza_*-� S-te Clcsure . 307; _3ar:4eS a -so recc=.n_� Ze :he uncertainzies ;e: :-- '--e --esc_-:ed :-lav imnacz ::,-e dare jtn-; total- cost cf Size Closure and z'-e need to cor:nence cl-_s-_-r.I"I, .; -v I . e - act- iz-� es cessaz4_',_n of dis':�osa_ ac__. _ __as discrete porton or :ase c.: :he ' andfi _ i . 10 The parties intend to provide for the public interest by assuring that the appropriate financial mechanisms are� put in place by Operator to provide -funds to pay the costs Jr. urrec for Site Closure and Post-Closure maintenance as recUired '_V law. Section 9 . 2 --- TNLANCIAL ASSURAINCE'S. Operator shall provide all financial assurances necessary to satisfy the provisions of Section 66796 . 22 of the Cal ifornia. Government Code; Title 14 , California Code of Regulations , Division ,' Chapter 5 , Article 3 . 5 and all other applicable provisions of California and Federal law. The financial assurances shall include the establishment of a trust fund or eauivalenz financial arrancement as evidence of financial ability to provide for the cost of closure and post-closure maintenance as recruired by law. Operator shall consult with the County with ith respect to proposals to be made to the State reaard4nq :he financial assurance to be provided. Operator shall provide tn e County wl= ade .ate notice of an./ filinas with z'-e State or =rc=osas s-,;ff; c4en: -o 'near'inqs with :7es=ect t^. S,.:C' e Cc'_nzy to -zar-::ici:paze in and r cv i_j a in:-U.: to :,-e State cn :,-e State ' s _-4ezerminazicns on c-, cs*,;re ant clos.-_:re rec: :iremen:_- , inc- - -..anc al assurances zo --e the Site . Sect_.... 9 . 3 =rRFG=y_ - C O-erazor ac::n3wledqes 7 ra� under State and Federa- ' aw. O-era,.--r seal ::ave :-e. respcns4_bi -' !t7 Zoe r r 7, 0 r, c s r e -and cost c I;sure acz_4vizies In a zimeiv, cost-9tfect:%re manner , r:r,a n c e '-v Operator shall be- deter-mined 4-n accordance wizn State ar.L federal szat,,;zes .- The County and Oceratcr acree that , to z.6-ie extent site closure and ocstclosure acz:vi:,_es are funded frcm the rates , it is ;---i the local public interest to assure z4me iv, cost-effective closure and nostclosure acz4j.V4;.:4_es . Coun, shall have the richt to cc-rduc-. such technical and f'onancit-a- review as it deems necessary to protect the local public interest . During t.-.e life of the Landf4.11 , the County snall adjust the closure and postclosure commonent of the 3ase Raze to reflect not only costs Jidenzl_zied in the closure plan, ]:'Uz also actual costs incurred for closure of a portion or =^_se 0-- the 'Landfill . Section 9 . OF T:IS" Uj!Z-N-S -"'.D -QC U�!:-Y-S. ll az the :ec%-esz o-= 'ram t4me to eizher -arzy s4.�,athe other a r.::,,r and i-recut _ ._t=er c c n s I e r a z i on , e x,e cu z e a nd deliver such an= zcc',=enzs as may '--e :easona'z! of necessary n� _i- "7.7 :n event :-az O=eraror a I s =er oblicazicns as set -orzn in _s Article 9 , or to enter =er4orma.-ce c' s a:. e wdue t a e n c e after e:e rm i n of an even: of e a --- n a :nanner descr _.'oed '--eic,.j ;-n :'-e Cz',.nzy gay en:er :'-e ::er-.7c 42 .o remedy the Closure and Post-Closure activities required default and ex-cend Site Closure funds for the costs invol-ed . ARTICLE 10 . UINT 1 NTERRUP TED OPERATION Section 10 . 1 ASSURAINC'E' OF OPERATION. Operator , in entering into this Agreement, assures that will provide from the Commencement Date for the operation of a solid Waste disposal facility at the Land-'ill in an uninterrunted manner for as long as the Site is useful and usable, except as provided in Section 11 . 4 below. Operator acknowledges the hardship that would occur if the Land-'ill is not operated properly or is prematurely closed. The County and O*oeratcl recognize that in the ordinary course of events , certain unexpected events mav result that may place a burden on the requirement of uninterrupted oneration. However , it is -.ne purpose of this article 10 to eszablith that it is Ocerazor ' s oblication, to avoid any interruption or operations except for those that are outs-; de of Operator conz:01 , as =rovided y * Section 11% 5 of :his zcreemen7: . Sect-on 10 . 2 ._A7SC-- D'S' DS -..-,.e even; of a _abor dispute, C=era:cr s*-a:-' -se its test e-_-fo_--_s ::o 1antf:I : c=en and zo o:-eraze -_' : in acc_-r_-�a-ce «it Aaree7renz -,.:nless a muz-,;aliv acceptable disposal alzernar -_%-� agreed O=erator and the Counzy . 11 . -7=7 ULT, RE ttE D;=S 3ecause cf* --'-e ccmnlex nature of this Acreemen: e J the work to be -ce:`or ted hereunder , -zogetil-er %4ir!-I -z! e yet,.; ., 3 close cooperation andin.ation cetween ^.e parties . is not anticipated at either party will declare the other default under the terms and conditions of this ;,creement except as a last resort . However , in the event of any such fnecess7_zy, the following provisions are made a part hereof . Secticn 11 . 1 TO P OSE'C TE ANO Iti Should Operator fail to prosecute t"e work or any severable dart thereof in conformity with the recyuirements of t::is ;,greement , the Director shall provide written notice to Operatcr ,specifying in detail the defect or default in performance ( the "First Notice" ) and Operator shall have the right to cure same within a reasonable period of time . if after the :first Notice is provided to Operator , the work is not performed in accordance with the Director ' s specified time -rare and a reasonable time to cure so as to ensure its co^pleti:^ ::. accordance with this agreement, One . Director shall serve '`urth er notice (the "Second Notice" ) i^o^ OneratoCof :e Cc ... y' s ;..tent-o: to cake furt::er act_on Is ^-cv-ided ^,y :aw. _:e Directcr shall mace ap-ro^-_ate an Geta _c'G 0_ :act '«nic:} St2C�f :e ?`IE'I: Cefa u :Io earlier .'-a^ _..__-y ( 30 ) days after c.-.e Secc..._ ..otice , County Sha,';.'. have e _ewer and ability, _r Owerar.._ still in defaul.. , to take suc^ actions as provided in '.aw _ remec,r_ng t.`.e same, _nc_.:d4_n^ -e terminacion of this Aaree^ n^t . Y't appropriate disci–,li :ary _ rocecures and action cons_der_nc the nature of the offense and resol,_*zion by the courts . Section 11 . 3 CONI}-_'% M'_"ION. -in add: tion to an-r other .':e o ':i r' q^ r. remedy' available to t C L ty, it as the ..t and gut ho _t-r under law to condemn the Site . Section 11 . 4 �5IGHT TO TSE/RIGHT TO POSSESSIC`,. -^ the event that Operatcr chooses to no longer operate the Site , Operator agrees that it will give County notice of its intention to cease oneratiors ninety ( 90 ) days prior to t::e cessation. If , after receivinc such notice, County initiates eminent domain proceedings to acc aire the Site, Operator agrees that it will not object to or contest County' s -right to tare. or right of possession of , the Site . Nothing contained nerei.. shall constitute a waiver of ;.he -right to contest valuatioln at anv s:.ace of _::e ?roceedings . Countlr and. Operator agree `` at ::e _ rovis ons of .his paracraph may be enforced cv means c: the remedy of szec_:_c =er_^-ormance . Sectic.^, . . -(ll.�. Owerator �Ja a_ _ :a^rt t�S a Ie _°or a. def all It _. .~e a -re :o cerfcrm u »e-r the %r"S anc c-ndi:. cns of the - ee:e^t arse out of causes cevc e .,c,u_ e negligence of Opera:.,_ . 5� .. � .au_ Causes :nav inc!-.:de , are not l_-nixed to , acts O_ God, a _ e public enemy, acts of .^e Coun:y in either its sovereicn contractual ca-,ac fres , - ?ccds , eartbcuakes , en_dern_z c•.:arar.t_^e rest_ _dt_cns , sutni �ers and vendors str_:%,es ... all other tabor d_s : _ rel , �'�,.es , ` c~: eT.:;argoes , and F7 Should the Coun-tv 'fail to perform any of its obligations under this Agreement , Operator may declare the County in default after following the same two notice and findings provisions :ec-aired of the County above. Thereafter , Operator shall have the power and ability, if the County is still in default., to take such actions as provided in law for remedying the same, including bringing suit in a court of appropriate jurisdiction for equitable or legal relief or both . The foregoing notwithstanding, neither party may bring an action seeking money damages unless it has first provided the other party with 30 days notice of its intention to do so together with written notification of the specific actions which the other Darty may take to remedy the default which will form the basis for the claim for monetary damages . If t In.e other party in good faith commences the actions specified within the thirty (30 ) day period, the first party shall not brine -'Ie. action for damages . Section 11 . 2 CC:,-V-C-7'0N OF CERTAIN CR-� 1!ES . Operator agrees nera,tor acrees that a single of Operator , its =arena , subsidiaries c: operators , or :'-.ei: officers or emmicyees at -.-e level of S_:e operazicns manacer or above, the sc--'ce of , t`eir- emppio,,7nenz , of bribery, antit:uzz , cor.-u=-.4---n or i:hefz relating to or involving direczlv e L a n d f 4-11 Site s hal _ c--n s t_4 t:u e an event. o; a breach of I z Agreemenz subject thereupon --o -he provisions of unless Operator , orbr-.nt:y , niziates and follows I rouwh with 45 severe weather ; but in every case the failure to perform must be beyond the contr-ol and without substantial default or negligence of Operator . Operator shall make every reascnable effort to mitigate the effects of said causes . Section 11 . 6 SPECI7ICER=OR:' AINCE Notwithstand .n7 any other available remedies,_ the obligations duties and rights of each party under this agreement shall be specif`_cally enforceable by the other party. Section 11 . 7 NONEXCLUSIVE REMEDIES . The rights and remedies of either party to this agreement as provided for in this Article 11 shall not be exclusive, and are in addition to any other rights and remedies provided by law or under this Agreement; except that the right of either party to seer .monetary damages is l-invited as provided in Section 11 . 1 above. 'RT'rCLE 1-2 . INSL-R+.SCE aND 30NDS Section 12 . 1 40RKE=S COMP=NSAT10N 0cerator hereby acknowledces t-at _ .. is aware of _:e prcvis=ons recardinc Workers ' Compensation, Secticn 3700 of the Labor C-de . Operator shall , omnly with' zhe _ r-vis'-ons or such Sec- -n as amen-1 ed frsm __me L:ne wi:- re'--arc to its emp: ;gees ana s^a;l s,_ ;'-v zc zne upon execuzicn _.._� ;,gree:-en,. , and. annually thereafter , evidence of such =7= - -a I"Ce . Sec,:--n 12 . 2 ?U3* _C !3I I '' If a wi 11_n.,, cc. car }-. Z r., i ._1, r r..,r r y hereto,r r the +^ • �� ' .J_ .I+':� can be located y e_ . _e_ c a_ _y he_e,.o, and he - policy or policies recsired hereunder is reasonatle in :he opinion of Cperator and Ccunty, O^erator shay_ obtain cm 47 good and responsible c_^-acv Or companies doing insura__.7z business in the State-cf California , and zav fcr , mainzalia i.. Cull force and e for the duration of . tt-iis Acreemen7: and full any extension, .a 014 c _-r_ :enlacement -olic-,.T Of comnre:,ens4ve liability insurance for the Eandfiil , in which the Count .7 is named as an additional insured with Operator . Ouerator shall furnish a Certificate of Liability insurance to the Direc- before execution of this Acreement by the County. Notwithstanding any inconsistent statement in the -Iolic'1, described by the Certificate of Liability insurance or aniy subsecuent endorsement attached thereto , the Protection offered by the policy shall : ( a) include the County. its officers , emnlovees and agents while acting within the scone of their duties under :his Aqreemen. z, the Use Pe-rimit , or any other County ordinance, resolution or other rule relating to the operation, :maintenance Or CI-SUre of the Landfill , as an additional insured covering said duties aqains: a-! '- party claims for neclicence; an-; for, Inde:n ificazicn, of -_::e Czunzy as --r--vided zhis ;aree.nenz . _--rovide fir a c=-4--ed Single 1-4-i- nc-_ less :'-an 310 , 000 , 000 =e: cccurrence , cc_=" ned I. and damace; suc- zolicy may ex dude bodily n j :ry and =rocer:-or damace caused by toxJc wastes every fifth year Of Acreemenz , this $10 , 000 , 000 m. z shail '--e :' nczeased as directed by the County out n:: than 306 for each such five vear pericd . Section 12 . 3 OTH'= 1NSJ- �NC'T ??OV?SiOtNIS . All insurance policies regvired by this Agreement srai,l near an endorsement , whereby it is provided that , in the event of expiration; or proposed cancellation of such policy for any reason whatsoever , the Director shall be notified in writing not less than thirty (30 ) days before expiration or cancellation is effective . Expiration, reduction or cancellation of any insurance policy recruired, by this Agreement without obtaining a replacement policy pursuant to Section 12 . 2 to meet the requirements herein shall be considered a breach of this Agreement by Operator . Operator shall also carry such other insurance as may be recruired by .l)aw. Operator shall be solely liable for any claims or liabilities caused by its failure to maintain insurance required by law. =The cost to Operatcr cf all policies. of insurance required to be obtained :,v Oaerator under Sections 12. 2 and 12.3 of -„his Agreement: shall be considered as an eleme= of -!:e Site Oceration and Mai^penance component of the Base Rate. Section 12. 4, --,=i--UL ?E O RM;VCw StMET' O^eras ,. shall, tricr to acceptance of waste at the Site under this Agreement, provide to the County an irrevocable Performance + Surety Letter of Credit in the form set forth in -_:::ibis 3 he-reto quaarteeirg Oceratcr ' s performance of all. provisicns o, this Agreement (except Ar-icle 8 , relati;;g to Site Closure , or which separate financial assurances are required by applicable law ) in an amountofnot less than $1 , 000 , 000 . 00 . This Letter of Credit may also be utilized to. meet the security and performance requirement of the Use Permit , except as to the closure requirements which will be separately secured. ARTICL ' 13 . GEIT-_ERAL PROVISIONS Section 13 . 1 GUARANTY BY PARENT OR ;kFFTTIATE. Prior to the Commencement Date, and for all conditions and obligations of this Agreement, operator shall provide to the Director , proof of guaranty by the parent or an affiliate, of Operator acceptable to the County, of the performance by Operator of each provision of this Agreement to be performed by Operator . Proof; of guaranty shall be in the form set fort'" in Exhibit C. Section 13 . 2 ATTORTEY' S FEES . in the event of litigation between the :.,arzies arising hereunder , each -arty shall nay and bear its own litigation expenses , including attornev' s fees .' Section 13 . 3 ND EMN: Y D 0 L D H A.RM LE,S S A G R E _N (a) I I work and nerformarces by Operator covered '--v this Acreement shall be at the risk o-: Oceratc: With. --esr-ecz to third-,oar-,y claims , Cze-azcr agrees to save, ir..der%nify and keep harmless the County, 1 1:s officers , employees , acerts and assigns against any and a: l. liability, claims , judgments, or demands , s including deman arising from injuries or deaths of persons and damage to 50 ' -direcriv out of t or I .. mroperty, arising d4 the obligations herein underza.ken by Operator , save and except claims or litigation arisinq _through the sole negligence or willful misconduct of the Countv, and will make good to and reimburse the County for any expenditures , including reasonable attorney' s fees , that the County may make by reason of such matters and, if requested by the County, shall defend any such suit at the sole cost and expense of Operator . (c) with respect to third-partly claims , the County agrees to save, indemnify and keep harmless Operator, , its officers , employees , agents and assigns against any ant I all liability, -1- liabilitv, claims , judgments , or demands , including demands arising from injuries or deaths of persons and damage to property, arising directly or indirectly out of the sole negligence or willful misconduct of the County, and will make good to and reimburse Operator for any expenditures , inciuld,..,ng reasonable atzornev' s . fees , :hat Operator may make by reason of such T.at---ers and- if --e—aues-zed by O*nerator, shall defend any such su, 7 at the sole cost and ex=ense of the Counz"7. (d) any =a:zy successfully challenqe --he valid-_:y of this Agreemen: o: the or-cced-u-re by which this Agreemenz was enzered. in to or the validity of any County action which authorizes the County to enter into this Agreement , z -.en in such case the Operator shall have no cause of action :--r damages or any other :elief against County as a result of such successf*,:l challenge . la the event of anv such legal challenge, Operator shall defend such action or proceeding at its sole expense and Onerator shall save and hold County harmless from any claims or awards for third party attorneys ' fees and costs . Section 13 . 4 ASSIGNS EN_7. ( a) voluntary. Operator shall not sell , assign„ subcontract or transfer this Aareement or any cart hereof , or any obligation hereunder , without the written consent of County; provided, however , that Operator may assign this Agreement without the County' s consent to any company which controls , is controlled by, or which is under common control With Operator . As used in this Section, the term "control" with respect to a company, means the beneficial ownership of more than 50% of . the voting stock of the company. Theterm assicrment shall include any dissolution, merger , consolidation or other reorganization of OceratcrI whichresults in change of control of Operator , or any sale . or other transfer of a controlling percentage of Operator ' s cacital stcck% . ;ny attempted assicn.:,ent not provided for above wit'-out such cc-sent s:^a`i be void ab initio . ( } T^V0 1 a r`r• ..Cep' as may be per-_ teu .r arac�a�. ( a) above, no interest of Operator in this Acreement shall be assignable by operation of law. Any such nonper..:::ted assicLent and any cf :he following acts , each of which are deemed .an _nvoluntary assignment , shall crovide Cou:.ty w,---.. 4�a 52 right to elect to t ei ? irla G t^e ygreement dor; ^i'lJi n, Wt oLtt suit or other proceecing: ( 1 ) ' If Onerator becomes insolvent , or makes an assig=nment for the benefit of creditors ; ( 2) If ',grit of Attachment or Execution is levies on this Agreement or other property of Operator such that would have a materially adverse effect on Operator ' s ability to perform its duties and obligations under this Agreement; (3 ) If in any proceeding to which Operator is a party, a Receiver is appointed with authority to take possession of Operator ' s property such that would have a materially adverse effect on Operator ' s ability to perform its duties and obligations under this Agreement . Section 13 . 5 COMPr E'TIr AGR.E'MENT. No verbal agreement with any officer, agency, or employee of the County or of fr. Operator nor any contract either before, during, or after the execution of this agree-en= shall affect or modify any of the terms or obligations here:: contained unless a written agreeme^z,, signed by bot`_; parties, s ecif .cally provides t hat same is an amendment to t.._s Acree.^e.^.t . Sec -4o.. 13 . 6 `;0 "' ?J --�cTY while this contract benefits the public interest throuc6._• Contra Costa County, i't ' is an Agreement between only Operator and the County and, accordingly, only Operator and the C,*nly may enforce sane. NO claims , demands , or causes o'; action t•r 3 any entity, party, or person claiming to be a, third party beneficiary hereun&ershall be enforceable . Section 13 . 7 ARBI-_?_ATLION. Any controversy or claim submitted to 'arbitration pursuant to the excress -orovisions of this Agreement, or by mutual subsequent agreement , and arisina out of or relating to this Agreement, or the breach thereof , shall be governed by t' e provisionsvisions of Part III . Tit-le 9 of ,-. the Code of Civil. Procedure, sections 1280 et seer. as amended from time to . time. The arbitration shall be de novo and subject to a de novo a=eal or challenge brought in Cc the the Contra Costa County Superior Court as to any alleged error of law for as to the admissibility of evidence . California judicial riles of evidence shall apply to the arbitration proceedings . The arbitration decision shall be decided under and in accordance with California law, su-,,.-,-_r-_ed by a preponderance of evidence and in writing in the form of a Statement of Decision pursuant to Code of Civil Procedure Section 632 . Section 13 . 8 --C-- ( a) This .-creemenz is intended to inpelemenz Prior rand-f_11 a=rovals , 4_ncludina the Use Per.mi: ( and r .' I Ordinance No . 88-81 if a=nlicable to the - 11.,4—C—I ::-e case of anv ac:-arenz or ctential conflict betweer, the provisions of this Agreement and the provisions of the Use Permit or any involved development agreement , the prov;.sicns this Acreement , -he- ;;se ?ermkiz and/or development acreemenz shall be read together, a.r14 'narmonized to the maxiMUM exr-61- possible to effectuate the intentions of the parties .. In the case of ' any unresolved conflict between the provisions of this Agreement and the provisions of the Use Permit or any i.nlolved development agreement, the provisions of the Use Permit nalor development agreement shall control . (b) Operator has entered into 'an agreement with Contra Costa Water District ( "CCWD" ) the relevant portions of which are attached hereto as Exhibit D, which Exhibit is incorporated herein by this reference. If there is any conflict between this Agreement and Exhibit D; this Agreement shall prevail with respect to the relationship between Operator and the County. Section 13 . 9 CAPTIONS. The captions and headings Y used. in this Agreement are for convenience and reference oln} and . are . not be ° to construed as controlling over the text of this Agreement - Section 13 . 10 DELEGATION BY BOARD . The . Board mar, in its discretion, delegate to a Rate Review Board, County emnlovee or hearing officer any of its functions express;v or. ' :mnliedi,r arising from this Agreement provided that _n suc- case anv decision .-,ade by such Board, Cou ntv err:olovee or officer may be appealed de novo to the Board. r Section 13 . 11 ScyYRABILIT`_'. If any term, provision , covenant or condition ( "provision" ) of the Agreement or the application of any rrovision of this Agreement to a part_, C,,;.ar situation . :s held a court of competent jurisdiction to 'te SJ invalid, void or unenforceable, the remainina provisions of ` r this, Agreement , or the-application of this Agreement to other situations , shall continue in full force and effect . Notwithstanding any other provision of this Agreement , if any provision of this Agreement ,.n itself or as atplied in ar_tr particular situation is held to be invalid, void or unenforceable, it is the intention of the parties that �=e remaining portions of this Agreement shall be continued i.� full force. and effect and that the invalid, void or unenforceable provision be severed therefrom. Section 13 . 12 MASCULINE Gc.NDER USED , The masculine gender is sometimes used in this Agreement and is so used for convenience only and is not. otherwise intended. Section 13 . 13 GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Section 13 . 14 NOT:C'S. All notices or other communicatians ( "Notice" ). to be riven pursuant to this Acr.eement, in cludirg _ne notices .ec'.:ired in A,=-cies 1p 6 an.. hereof , scall be 4ritin; and shall :e deemed g,ven ween mailed by recistered or certii_-ed i,ted States ^ail , addressed to t e parties as follows : To County: County of Contra -Costa Attn: County Administrat;r "a Operator : 56 With Courtesv Coov, to : -- Attn: A change in address or a change in the person or title to which Notice is to be given shall be effectuated by Notice to the other party. IN WITNESS WHEREOF, this Agreement is effective on the date first provided on page one hereof . 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Tim :iiii;!,w 1 N b0 1 a a a � ■ � • i = O Ono mon a a •� � can a a � a 4t+J � O N ,� a •w CL LU jd cz CIO LL, R Ck 1 or r �- Y o I ZOO 101- r }: o 06) G ��, ctaG - r ` , Oj o `Ao— cl, Ro *40— y 1P, G �� °' ° u ro w o on 00 is 0, o �. 0 w ia- 0 0 S w 6-1 .00. 00 ZOO V05 Z d � � 0, r � DATE: 7 0?q-•Rj REgUEST TO SPEAK FORM (THREE (3) MINUTE LIMIT 0 Complete this form and place it in the box near the speakers' rostrum before addressing the Board. p NAME: s, /1'f. sj(�ao4 5 PHONE: 73 7 JJ000 ADDRESS: _ ?U bye V CITY: tj C- I -I am speaking formyself OR organization: W eo-te l;+'1 t. Check one: (N OF ORGANIZATION ✓ I wish to speak on Agenda Item # My comments will be: general for against ✓ I wish to speak on the subj ect of I do not wish to speak but leave these comments for the Board to consider. DATE: r REQUEST TO SPEAK FORM THREE (3) MINUTE LIMIT) Complete this form and place it in the box near the speakers' rostrum before addressing the Board. NAME: ��QrJ�GS �• j1I J a LlrS PHONE: u7� 7 ADDRESS: 4Z0±D)d P4 J 31,C> CITY: I am speaking formyself OR organization: Check one: (NAMAM F ORGANI7.AT N) I wish to speak on Agenda Item # A. 3 J. . My comments will be: general ✓ for against I wish to speak on the subject of I do not wish to speak but leave these comments for the Board to consider. DATE: REQUEST TO• SPEAK FORM THREE (3) MINUTE LIMIT) Complete this form and place it in the box near the speakers' rostrum before addressing the Board. NAME:--- PHONE: ADDRESS: /!?,�� N• C'�/i B/vl. CITY: I am speaking formyself OR organization: 1e46*-�..y� L� •rr . <,�cLc� Check one: (NAME dF ORGANIZATION) I wish to speak on Agenda Item # My comments will be: general for against X I wish to speak on the subject of I do not wish to speak but leave these comments for the Board to consider. SCLC /s a,aoa s�.G -� a//eri�6 � ,d�ev��f/e G�✓CCG v©c�J I �Gu �h �s'lSc Ggl�B SGS GL� G Gri+�ib/�e'Ldaits/!�G /�*icG,,� o` y✓� ��t SPif�7�q �/'GY�ss. 7�.�e D�r`iGr �s� eA �/"/a SPEAKERS 1. Deposit the "Request to Speak" form (on the reverse side) in the box.next to the speakers' microphone before your item is to be considered. 2. You will be called to make your presentation. Please speak into the microphone. 3. Begin by stating your name and address, whether you are speaking for yourself or as a representative of an organization. 4. Give the Clerk a copy of your presentation or support documentation, if available. 5. Please limit your presentation to three minutes. Avoid repeating comments made by previous speakers. (The Chair may''aimit length of presentations so all persons may be heard.)