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CITY COUNCIL AGENDA ITEM NO.4

Meeting Date: July 23, 2002

Subject/Title: Approve a resolution authorizing the City Manager to execute an agreement between Contra Costa County, Ironhouse Sanitary District, The Cities of Antioch, Brentwood and Pittsburg and Delta Diablo Sanitation District for Household Hazardous Waste Collection Services.

Submitted by: Paul Zolfarelli, Director of Public Works/Jon Carlson, Solid Waste Manager

Approved by: John Stevenson, City Manager

RECOMMENDATION
Approve a resolution authorizing the City Manager to execute an agreement between Contra Costa County, Ironhouse Sanitary District, The Cities of Antioch, Brentwood and Pittsburg and Delta Diablo Sanitation District for Household Hazardous Waste Collection Services.

PREVIOUS ACTION
None

BACKGROUND
Up until four (4) years ago, residents looking to properly dispose recyclable household hazardous waste, such as used motor oil, latex paint, car batteries and antifreeze, had to wait for a twice yearly mobile clean up event put on by Contra Costa County. Then, the City of Brentwood began a regional effort with the City of Pittsburg, City of Antioch, Contra Costa County and Delta Diablo Sanitary District to offer weekly drop-off of these materials free of charge to all of east county residents at the Delta Diablo facility located in Pittsburg.

Participation has been consistent and steadily growing for the past few years. In the year 2001, the facility accepted 450,838 lbs. of hazardous material from 3,569 east county residents (334 were from Brentwood) that could have otherwise ended up illegally dumped in a landfill, illegally dumped on the street or poured down a sewer or storm drain.

The regional agencies involved recognized early on that the temporary facility being utilized for this drop-off had to be expanded to not only handle expected growth of the recyclable hazardous wastes, but also to handle the high levels of non-recyclable hazardous materials residents were routinely bringing. These non-recyclable wastes include pesticides, solvents, oil-based paints, poisons, epoxies, gas cylinders and any other items deemed hazardous by the State of California. These types of materials were not supposed to be accepted under the current facility’s permit. It was only supposed to accept motor oil, batteries, anti-freeze and paint; items that could be readily recycled.

With Delta Diablo taking the lead, the group applied for and received a grant from the State’s California Integrated Waste Management Board (CIWMB) in the amount of $150,000 to kick-start the capital funding of a new, permanent facility that would be built to serve the needs of our region for the next 30 years.

An operating agreement and a capital funding agreement was drafted by Delta Diablo to outline the terms of the agreement to oversee and operate the regional facility; a facility that staff feels would provide a valuable service to our community.

In addition to Brentwood residents being able to safely and properly dispose of all types of hazardous waste each Saturday at the facility, several mobile events will be held each year to offer free drop off in their home jurisdictions.

Qualifying small businesses will be eligible to use the facility to properly dispose of their hazardous waste for a fee at the facility by appointment.

A reuse section will be created for residents to “shop” for things they may need around the house like rose fungicide, bleach or semi-gloss paint. A real benefit to accepting various types of unwanted cleaners, paints and pesticides is that their chemical properties are still stable and useful. The best way to handle most hazardous materials is to use the product for its intended application (i.e. paints should be painted on surfaces, insecticides used on plants, cleaners used to clean, etc.) There is no charge for the products reused.

Several years ago, staff looked at the possibility of opening a facility such as this on its own, but the per unit costs were too high to justify the expense. Around the state and the County, very successful models, such as what we have mirrored, have demonstrated high participation rates and cost-effective programs are achieved by building regional centers for the processing and the drop-off of these hazardous items.

Delta Diablo Sanitation District has moved forward with the project and is currently in the construction phase. It is anticipated that the new facility will open by fall of 2002.

FISCAL IMPACT

The entire project costs are estimated to be $1,075,000. The balance of the capital costs, after subtracting the grant of $150,000, is $925,000 and will be funded by the Delta Diablo Sanitation District. The capital costs would be re-paid to Delta Diablo by the participating agencies based on the number of housing units (Brentwood’s percentage is 9.8%). Brentwood’s portion is calculated at $90,650. The City of Brentwood’s payment would be made over 15 years with a 6% interest rate to the District for use of the facility. Estimated annual payments with interest would be $9,334/year. The City would have the option of paying this capital expense off early if it chooses without penalty.

In the past, operating costs were calculated strictly on our percentage of housing units as compared to the rest of east County. Under the terms of this new operating agreement between the various agencies, the City will only be billed based on our percentage of actual users, not a predetermined percentage. This means that if another city holds a very successful (expensive) mobile event, ratepayers from other jurisdictions will not absorb any additional costs as a result.

The City of Brentwood’s annual operating costs have ranged from $20-25,000 annually with a portion of these costs being offset by our Used Oil Grant funds. With a new, highly visible and heavily promoted facility opening up for our ever-growing residential base, we expect these figures to climb substantially.

In the approved 2002/03 budget, the Solid Waste Enterprise budgeted $57,000 for the anticipated increase in operating costs and as well as this year’s $9,334 capital expense.

Attachments:
· Resolution
· Agreement

RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BRENTWOOD AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT BETWEEN CONTRA COSTA COUNTY, IRONHOUSE SANITARY DISTRICT, THE CITIES OF ANTIOCH, BRENTWOOD AND PITTSBURG AND DELTA DIABLO SANITATION DISTRICT FOR HOUSEHOLD HAZARDOUS WASTE COLLECTION SERVICES.

WHEREAS, the City recognizes the importance of safe and proper HHW (household hazardous waste) disposal in East Contra Costa County; and

WHEREAS, pursuant to AB939, the City has certain duties and obligations to implement HHW plans throughout their jurisdictional boundaries; and

WHEREAS, the City prefers to mutually cooperate to accomplish these duties and obligations to avoid duplication of services and reduce overall costs; and

WHEREAS, the City mutually agrees that a regional HHW program, provided by the Delta Diablo Sanitation District, by and through its Technical Services Department, will serve to further accomplish the obligations of agencies under AB939; and

WHEREAS, the HHW program shall consist of household hazardous waste and Conditionally Exempt Small Quantity Generator (CESQG) services;

NOW, THEREFORE BE IT RESOLVED that the City Council of the City of Brentwood hereby authorizes the City Manager to execute an agreement between Contra Costa County, Ironhouse Sanitary District, The Cities of Antioch, Brentwood and Pittsburg and Delta Diablo Sanitation District for Household Hazardous Waste Collection Services.

PASSED, APPROVED AND ADOPTED by the City Council of the City of Brentwood at a regular meeting held on the 23rd day of July, 2002 by the following vote:

AYES:
NOES:
ABSENT:
_____________________________
Michael A. McPoland, Sr.
Mayor

ATTEST:

__________________________________
Karen Diaz, CMC
Deputy City Manager/City Clerk

AGREEMENT BETWEEN

CONTRA COSTA COUNTY, IRONHOUSE SANITARY DISTRICT,

THE CITIES OF ANTIOCH, BRENTWOOD & PITTSBURG

AND

DELTA DIABLO SANITATION DISTRICT

FOR

HOUSEHOLD HAZARDOUS WASTE COLLECTION SERVICES

DATED AS OF JULY 1, 2002
TABLE OF CONTENTS

1. DEFINITIONS 1
1.1 AB 939 1
1.2 Acceptable Hazardous Wastes 1
1.3 Agreement 2
1.4 Conditionally Exempt Small Quantity Generator (CESQG) Waste 2
1.5 Contractor 2
1.6 Hazardous Waste 2
1.7 Household Hazardous Waste 2
1.8 HHW Advisory Committee 2
1.9 Ironhouse Area 2
1.10 Program 3
1.11 Recyclable Household Hazardous Wastes 3
1.12 Reuse Component 3

2. OBLIGATIONS OF DISTRICT. 3
2.1 Scope of Work 3
2.2 Reports and Other Information 3
2.3 Budget/Expenditures 3
2.4 Emergency Response Plan 4
2.5 Notice of Incident 4
2.6 Insurance 4
2.7 Laws/Generator and Operator Liability 4
2.8 HHW Program Staff 5
2.9 Review of Work 5
2.10 Health and Safety Precautions 5

3. DUTIES OF SUBSCRIBERS. 5
3.1 Information 5
3.2 Expenditures/Payment 5
3.3 Subscriber’s Representative/HHW Advisory Committee 6

4. TERM. 6
4.1 Term of Agreement 6
4.2 Termination/Withdrawal 6

5. INDEMNITY/HOLD HARMLESS PROVISION. 7
5.1 Indemnity/Hold Harmless 7

6. MISCELLANEOUS PROVISIONS. 7
6.1 Assignability 7
6.2 Consent to Breach Not Deemed a Waiver 7
6.3 Waiver 7
6.4 Third Party Beneficiary 7
6.5 Independent Contractor 8
6.6 Severability 8
6.7 Amendments 8
6.8 Notices 8
6.9 Jurisdiction 8
6.10 Counterparts 8
6.11 Entire Agreement 9
6.12 Certain Terms 9
6.13 Effective Date 9


EXHIBIT A – SCOPE OF WORK

EXHIBIT B – BUDGET/EXPENSES

EXHIBIT C – INSURANCE

AGREEMENT BETWEEN
CONTRA COSTA COUNTY, IRONHOUSE SANITARY DISTRICT,
THE CITIES OF ANTIOCH, BRENTWOOD & PITTSBURG
AND DELTA DIABLO SANITATION DISTRICT

This agreement is dated as of July 1, 2002 and is made by and between Delta Diablo Sanitation District, herein called “District,” and Contra Costa County, Ironhouse Sanitary District, and the Cities of Antioch, Brentwood and Pittsburg, herein called "Subscribers," for household hazardous waste collection services. District and the Subscribers are collectively referred to as the “Parties,” and each is a “Party.”

RECITALS

WHEREAS, the Parties recognize the importance of safe and proper household hazardous waste (HHW) disposal in East Contra Costa County; and

WHEREAS, pursuant to AB 939, the Subscribers have certain duties and obligations to implement Household Hazardous Waste plans throughout their jurisdictional boundaries; and

WHEREAS, the Parties prefer to mutually cooperate to accomplish these duties and obligations to avoid duplication of services and reduce overall costs; and

WHEREAS, the Parties mutually agree that a regional Household Hazardous Waste Program, herein called "Program," provided by the District, by and through its Technical Services Department, will serve to further accomplish the obligations of Subscribers under AB 939; and

WHEREAS, the HHW Program shall consist of household hazardous waste and Conditionally Exempt Small Quantity Generator (CESQG) services; and

WHEREAS, the District has submitted a proposal to Subscribers concerning the Program, to be conducted by the District for the term provided in Section 4 below;

NOW, THEREFORE, in consideration of the faithful performance of the terms and conditions set forth herein, the Parties hereto agree as follows:

1. DEFINITIONS.

1.1 AB 939
"AB 939" means the California Integrated Waste Management Act of 1989 (found in sections 40,000 et seq. of the California Public Resources Code), as it may be amended from time to time.

1.2 Acceptable Hazardous Wastes
"Acceptable Hazardous Wastes" means (a) Household Hazardous Wastes in types and quantities typically found in residences that may include but are not limited to pesticides, solvents, oil-based paints, acids, bases, latex paint, used oil, antifreeze, lead-acid batteries, and household batteries, and (b) CESQG Waste permitted by law to be disposed of at the collection facility. Acceptable Hazardous Waste does not include ammunition, explosives, nuclear wastes, and infectious waste.

1.3 Agreement
"Agreement" means this Agreement between District and Subscribers, including all exhibits, attachments, and amendments.

1.4 Conditionally Exempt Small Quantity Generator (CESQG) Waste
"CESQG Waste" means Acceptable Hazardous Waste from a Conditionally Exempt Small Quantity Generator, which is a business which generates small amounts of hazardous waste (currently defined as no more than 100 kg or 27 gallons per month of hazardous waste) and meets the other criteria set forth in California Health and Safety Code §25218.1(a) and §261.5 of Title 40 of the Code of Federal Regulations. A CESQG is also commonly referred to as a "small quantity generator" (SQG).

1.5 Contractor
"Contractor" refers to the business entity or entities retained by the District to perform certain portions of the duties of the District as set forth in this Agreement and shall include all subcontractors performing work on the Program for such retained entities.

1.6 Hazardous Waste
"Hazardous Waste" means all substances defined as hazardous waste, acutely hazardous waste, or extremely hazardous waste by the State of California in Health and Safety Code §25110.02, §25115, and §25117 or in the future amendments to or recodification of such statutes, or identified or listed as "Hazardous Waste" by the U.S. Environmental Protection Agency, pursuant to the Federal Resource Conservation and Recovery Act (42 U.S.C. §§ 6901 et. Seq.), and all future amendments thereto or any regulations thereunder.

1.7 Household Hazardous Waste
"Household Hazardous Waste" means any hazardous waste generated incidental to owning or maintaining a place of residence. "Household Hazardous Waste" does not include any waste generated in the course of operating a business concern at a residence including but not limited to apartment complexes, trailer parks, hotels, motels and other like businesses.

1.8 HHW Advisory Committee
The "HHW Advisory Committee" shall be advisory only. Its functions include, but are not limited to receiving reports, project updates and notifications from the District, providing planning advice to the Program Manager and staff, and providing a forum for discussion.

The "HHW Advisory Committee" shall be comprised of the Subscribers' representatives identified in Section 3.3 or their designees. Program staff shall serve as staff to the Committee.

1.9 Ironhouse Area
The “Ironhouse Area” is the area within the borders of the Ironhouse Sanitary District, including the City of Oakley and the Hotchkiss Tract and Bethel Island vicinities in unincorporated Contra Costa County.

1.10 Program
"Program" means the ownership and operation by Delta Diablo Sanitation District of a program with the scope of work (the “Scope of Work”) set forth in Exhibit A, which is attached hereto and incorporated herein.

1.11 Recyclable Household Hazardous Wastes
"Recyclable Household Hazardous Waste" material means those materials for which proven and authorized recycling technology exists and is or becomes readily available. Under current State law, the following are “Recyclable HHW”: spent lead-acid (automobile) batteries, used motor oil, latex paint, antifreeze for recycling, used small batteries, used oil filters, fluorescent lamps, high intensity lamps, and cathode ray tubes (CRTs).

1.12 Reuse Component
"Reuse Component" is that portion of the Program described in Exhibit A established for collection and redistribution of certain reusable materials remaining in their original containers.

2. OBLIGATIONS OF DISTRICT.

2.1 Scope of Work
The District shall perform the services set forth in Scope of Work. District further agrees to provide all services in a manner fully complying with all applicable laws, regulations and ordinances, and to complete all services in a timely manner.

It is understood that the District intends to engage a contractor (e.g. a commercial entity or entities) to perform a substantial portion of the services provided under the Program. Use of the term District in this Agreement shall not be read to preclude such use of Contractor and the term District may be read to include District's Contractor where appropriate. Delegation by District of any of these obligations to Contractor shall not relieve District of responsibility for performance of District’s obligations under this Agreement.

Except as otherwise provided in Section 2.3, material changes in the Program require the concurrence of all Subscribers and the District.

2.2 Reports and Other Information
The District shall in a timely manner provide to Subscribers reports, as stated in Exhibit A.

District shall, during the term of this Agreement, upon request by any Subscriber, provide information related to the Scope of Work that is reasonably required to assist the Subscriber in its coordination of related programs.

2.3 Budget/Expenditures
The projected costs for the Scope of Work and Program (the projected operating costs to be charged by the District to the Subscribers pursuant to Exhibit B) shall be set forth in an operating budget (the “Budget”) for each fiscal year. The Budget for fiscal year July 1, 2002 – June 30, 2003 is included in tables B1, B2, and B3 in Exhibit B, which Exhibit B is attached to and incorporated in this Agreement. All monies paid by Subscribers shall be expended solely for the purposes set forth in the Scope of Work.

Because the Budget will be based on usage projections, which cannot be predicted with certainty, actual expenditures may not equal budgeted expenditures. District shall submit quarterly Budget reports to the Subscribers, in part to help track possible Budget overruns. Upon a Subscriber’s request, District shall meet with the Subscribers to discuss Budget overruns (see Section 3.2) and provide such information concerning such overruns as the Subscriber may reasonably request.

The District shall in good faith discuss with Subscribers issues or proposed changes that may affect the Program during the subsequent fiscal year, i.e. the fiscal year beginning July 1. By January 15 preceding the subsequent fiscal year, District shall provide Subscribers with a projected Budget for the subsequent fiscal year which satisfies the requirements of Exhibit B and the remainder of this Agreement, together with additional information concerning any significant changes planned. District shall provide Subscribers with a final Budget for the subsequent fiscal year by March 15.

2.4 Emergency Response Plan
District shall develop an emergency response plan for the collection facility. District shall also provide a sample of said plan to each Subscriber. District agrees that Subscribers take no responsibility for the adequacy of such emergency response plan.

2.5 Notice of Incident
District shall notify each Subscriber's representative (Section 3.3 below), and the Advisory Committee, immediately of any accident or incident involving hazardous wastes occurring during operating hours where such incident or accident requires notifying the County Health Services Department, Fire Department or other responsible governmental agency. Written notice shall be delivered to Subscribers within 24-hours of any incident. District agrees to comply with all laws and regulations regarding such notices.

2.6 Insurance
District agrees that District and/or District's Contractor shall provide insurance coverage by a carrier or carriers admitted to issue insurance in California at least meeting the minimum terms and conditions set forth in Exhibit C (Insurance), attached hereto and incorporated herein. To the extent existing laws and regulations, or underlying factual situations, change in a way that affects the minimum insurance terms and requirements set forth in Exhibit C, District agrees that District and/or District's Contractor shall provide such additional coverage and coverage amounts as reasonably requested by the Subscribers (at no cost to the Subscribers).

2.7 Laws/Generator and Operator Liability
The District agrees to comply with all applicable laws and regulations, including but not limited to hazardous waste laws, with respect to the collection, treatment, reuse, recycling and disposal of recyclable materials, household hazardous wastes, and small quantity generator hazardous wastes. District agrees that as between District and Subscribers, the District is the generator of such waste, and that for this purpose, such waste shall include all reusable products, recyclable materials, hazardous wastes generated by any resident or small quantity generator, and other hazardous substances and hazardous wastes delivered to the collection facility.

To the extent that any non-acceptable wastes are received at the collection facility, District agrees to refuse to accept such wastes for collection, implement a contingency plan for appropriate disposal, or establish other appropriate waste management practices. Subscribers shall not be liable for any damages, clean up costs, or injuries arising out of delivery, acceptance, handling, or disposal of any non-acceptable hazardous wastes.

2.8 HHW Program Staff
District designates the District’s Technical Services Manager to act as Program Manager for the District with respect to the work to be performed under this Agreement. The address, phone number, and fax number for the HHW Program Manager is: Delta Diablo Sanitation District, 2500 Pittsburg-Antioch Highway, Antioch, CA 94509; (925) 778-4040.

District may designate a Program Coordinator for the District with respect to the work to be performed under this Agreement. If a Program Coordinator is designated, the Program Coordinator shall be the primary contact for the District. The address, phone number, and fax number for the HHW Program Coordinator is the same as for the Program Manager.

The District will provide the name and other contact information of the Program Manager and Program Coordinator to the Subscribers.

2.9 Review of Work
The District shall develop all plans, materials, exhibits, and documents reasonably required by the Scope of Work. These shall be made available to Subscribers upon request.

2.10 Health and Safety Precautions
District shall be solely responsible for ensuring that its employees, Contractor, agents and representatives involved in performance of the District's duties pursuant to this Agreement have all required training, licenses and certificates required in order to perform their specific duties. District shall further be solely responsible for compliance with all health and safety requirements imposed by law or regulation.

3. DUTIES OF SUBSCRIBERS.

3.1 Information
Subscribers, without cost to District, agree upon request by District to provide all information and materials reasonably available to the Subscribers, to the extent Subscribers deem such information and materials necessary for performance by District of its obligations under this Agreement. Subscribers, however, do not guarantee or ensure the accuracy of any reports, information, documentation and/or data so provided and Subscribers shall have no liability to District, its agents, representatives, or Contractor for any such omissions or inaccuracies contained in the information and materials provided.

3.2 Expenditures/Payment
Each Subscriber’s Share of the operating costs of the HHW collection facility shall be determined pursuant to Part I of Exhibit B. The Subscriber’s Shares for the Cities of Antioch and Pittsburg and the Bay Point area shall be apportioned between the three jurisdictions and District pursuant to Part I of Exhibit B. District shall invoice each Subscriber for the portion payable by such Subscriber quarterly. Each Subscriber shall pay its respective portions within thirty (30) days after receipt of the quarterly invoice from the District.

District shall provide Subscribers with quarterly Budget reports within 50 days after the end of each quarter. Because the Budget is based on projections of usage, which cannot be predicted with certainty, actual expenditures may not equal budgeted expenditures. If a Subscriber is concerned about actual expenditures, the Subscriber may call a meeting with District and the other Subscribers to evaluate the Program and consider changes.

If a Subscriber desires changes in the Program because of exceeding the Program Budget, it must provide written notice to the District and other Subscribers specifying the concerns and the proposed changes. If a change will affect only the services provided to that Subscriber’s jurisdiction at no substantial cost to the other Subscribers (e.g. limit the number of residents from the concerned Subscriber’s jurisdiction), only the District’s concurrence is required. If a change will affect the services provided to other Subscribers’ jurisdictions or result in a substantial cost payable by the other Subscribers, concurrence from the District and all Subscribers is required. If a Subscriber wishes to change the Program and does not receive concurrence, the Subscriber may elect to withdraw from the Agreement as provided in Section 4.2(b).

3.3 Subscriber’s Representative/HHW Advisory Committee
Each Subscriber shall designate an individual to act as its representative with respect to this Agreement. Each Subscriber's representative shall have the Subscriber's complete authority to transmit instruction, receive information, and interpret and define the Subscriber's policies and decisions relevant to the work involved. Each Subscriber will designate a representative and provide the name and contact information of said representative to the other Parties. Each Subscriber may change its representative on notice to the other Parties.

4. TERM.

4.1 Term of Agreement
The initial term of this Agreement is from July 1, 2002 through June 30, 2003. Such term shall automatically renew for successive one-year periods, except as otherwise mutually agreed in writing by the District and Subscribers. This Agreement supersedes all other agreements for household hazardous waste services between the District and the Subscribers.

4.2 Termination/Withdrawal
a. Any Party may terminate its participation as a Party to this Agreement for cause, in whole or in part, if another Party fails to perform its obligations under this Agreement through no fault of the terminating Party and such failure has a substantial and adverse effect on the terminating Party. However, no such termination for cause may be effected unless the other Parties are given: (1) not less than 30 days written notice (to the individuals specified in Sections 2.8 and 3.3 by Certified Mail, return receipt requested) of intent to terminate specifying the failures on which the termination is based, and (2) an opportunity for consultation with the terminating Party before termination, except as otherwise mutually agreed in writing by all Parties. During the 30 day notice period, the Party failing to fulfill its obligations may elect to cure its failures, in which event the terminating Party may not terminate its participation in this Agreement pursuant to this Section 4.2(a).

b. A Subscriber may withdraw from the Agreement without cause by providing 60 days written notice to the other Parties. Such notice shall be given to the individuals specified in Sections 2.8 and 3.3 by Certified Mail, return receipt requested. Upon request of any other Party, the terminating Party shall meet with the other Parties.

c. If a Subscriber terminates its participation in or withdraws from this Agreement, such Subscriber must pay all outstanding invoices and pay all costs incurred through the date of termination or withdrawal (including the future transportation and disposal costs associated with waste already collected).

5. INDEMNITY/HOLD HARMLESS PROVISION.

5.1 Indemnity/Hold Harmless
District shall defend, indemnify and hold harmless the Subscribers, and their officers, officials and employees, from and against all liability for damages of every kind, nature and description, including but not limited to environmental liabilities resulting from the District's negligent performance hereunder, the negligent performance of the work described herein or the District’s breach of this Agreement.

6. MISCELLANEOUS PROVISIONS.

6.1 Assignability
A Party shall not assign or transfer any of its obligations under this Agreement, other than by District to a Contractor as provided in Section 2.1, without the prior written consent of the other Parties.

6.2 Consent to Breach Not Deemed a Waiver
No term or provision of this Agreement shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the Party claimed to have waived or consented. Any consent by any Party to, or waiver of, a breach by the other, whether express or implied, shall not constitute a consent to, waiver of, or excuse for any other different or subsequent breach.

6.3 Waiver
Waiver of a breach or default under this Agreement shall not constitute a continuing waiver or a waiver of subsequent breach of the same or any other provision of this Agreement.

6.4 Third Party Beneficiary
No person or entity not a Party to this Agreement shall be deemed a third party beneficiary to any of the rights contained herein. No third party beneficiary is intended by the provisions of this Agreement.
6.5 Independent Contractor
It is expressly agreed that in performance of the services necessary to carry out this Agreement, the District and the District's Contractor(s) shall be, and are independent contractors, and are not agents or employees of any Subscriber or of the HHW Advisory Committee. District and District's Contractor(s) have and shall retain the right to exercise full control and supervision of the services and full control over the employment, direction, compensation and discharge of all persons assisting District and District's Contractor in the performance of District's obligations hereunder. District and District's Contractor(s) shall be solely responsible for all matters relating to the payment of their employees, including compliance with Social Security, withholding and all other regulations governing such matters, and shall be solely responsible for their own acts and those of their subordinates and employees.

6.6 Severability
If any term or provision of this Agreement is found illegal or unenforceable, then, notwithstanding any such term or provision, this Agreement shall remain in full force and effect and such term or provision shall be deemed stricken. The invalid, illegal or unenforceable provision or provisions shall be replaced by a mutually acceptable provision, which, being valid, legal and enforceable comes closest to the intentions of the Parties underlying the invalid, illegal, or unenforceable provision.

6.7 Amendments
No alteration or variation in the terms of this Agreement or amendment to this Agreement shall be valid unless made in writing and signed by all Parties.

6.8 Notices
Any notices under this Agreement to the District shall be sent to the Household Hazardous Waste Program Manager or, if appointed, Program Coordinator at the address listed in Section 2.8.

Any notices under this Agreement to a Subscriber shall be sent to the Subscriber’s representative (Section 3.3 above).

6.9 Jurisdiction
This Agreement shall be administered and interpreted under the laws of the State of California. Jurisdiction and venue for any litigation arising under this Agreement or concerning its subject matter shall be in Contra Costa County, California, unless the litigation includes claims for relief exclusively within the jurisdiction of the Federal Courts, in which case the litigation shall be within the San Francisco Branch of the Federal District Court for the Northern District of California.

6.10 Counterparts
This Agreement may be executed in six counterparts, each of which shall be an original and all of which together shall constitute one Agreement.

6.11 Entire Agreement
This Agreement supersedes any and all agreements, either oral or written between the Parties hereto with respect to the subject matter of this Agreement and contains all of the covenants between the Parties with respect to the rendering of services and provision of funds as required by this Agreement. Each Party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise have been made by any Party, or anyone acting on behalf of any Party, which are not embodied herein, and that no agreement, statement or promise not contained in this Agreement shall be valid or binding.

6.12 Certain Terms
Hereof, herein, hereunder and words of similar import, even when not initially capitalized, refer to this Agreement as a while, and not to any particular Section or other provision of this Agreement.

Including, include, and other derivations of the same term, even when not initially capitalized, shall mean “including, without limitation thereto,” except as otherwise expressly provided.

6.13 Effective Date
Upon execution and delivery by all Parties, this Agreement shall take effect as of July 1, 2002, notwithstanding its signature on earlier or later dates.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the Effective Date set forth above by their duly authorized representatives as follows:

DELTA DIABLO SANITATION DISTRICT

By:

Name:Paul H. Causey

Title:General Manager/District Engineer

Dated:

Approved as to form:

By:

Name:
Title:
Dated:______________

CITY OF PITTSBURG

By:
Name:_______________
Title:
Dated:
Approved as to form:

By:
Name:
Title:
Dated:

CITY OF ANTIOCH

By:
Name:

Title:
Dated:
Approved as to form:

By:
Name:
Title:
Dated:
CONTRA COSTA COUNTY

By:
Name:
Title:
Dated:
Approved as to form:

By:
Name:
Title:
Dated:

CITY OF BRENTWOOD

By:
Name:
Title:
Dated:

Approved as to form:

By:
Name:
Title:
Dated:

IRONHOUSE SANITARY DISTRICT

By:
Name:
Title:
Dated:

Approved as to form:

By:
Name:
Title:
Dated:

EXHIBIT A

SCOPE OF WORK

I. SUMMARY OF SERVICES

Pursuant to the terms of this Agreement, the District will own and operate a household hazardous waste (HHW) and Conditionally Exempt Small Quantity Generator (CESQG) waste collection facility according to all applicable local, regional, State and Federal regulations. The District and/or District’s Contractor will provide personnel, equipment, and supplies necessary for the collection, identification, segregation, packaging, transportation, reuse, recycling, treatment, and disposal of Acceptable Hazardous Waste received from areas within the jurisdiction of the Subscribers (currently all East Contra Costa County residents and CESQG businesses).

A. Collection Facility

The District will own and operate a full-scale permanent household hazardous waste collection facility at 2550 Pittsburg-Antioch Highway in Antioch, California. The facility will be open to the public every Saturday (except holiday weekends) from 9:00 a.m. to 1:00 p.m. for residential users, except as otherwise mutually agreed upon in writing by all Parties. As part of a separate capital facility program, the District will also design and construct the full-scale permanent HHW collection facility.

Holiday weekends include the weekends closest to the following holidays: New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.

B. Mobile Collection Events

The District will provide three one-day mobile collection events each year. There will be one event in the City of Oakley, one event in the City of Brentwood, and one event in the unincorporated area of Contra Costa County (Bethel Island, Byron, Discovery Bay or Knightsen). The mobile collection events will be open to all residents of East Contra Costa County.

C. Waste Management

The District will use the following hierarchy of waste management: reuse; recycle; chemical, biological, or physical treatment; fuel incineration; destructive incineration; stabilization and encapsulation prior to landfill; and direct landfill.

D. Wastes Collected

The District will regularly collect all Acceptable Hazardous Waste at its permanent collection facility with the exception of cathode ray tubs (CRTs), asbestos, and railroad ties or other pressure treated wood. CRTs, asbestos, railroad ties, or other pressure treated wood may be collected at special events or at a later time if funds are available.

E. Conditionally Exempt Small Quantity Generators

The District and/or the District’s Contractor will provide CESQG services to eligible businesses in East Contra Costa County. The District will accept CESQG waste, by appointment only, during hours when the facility is not open to residents. All costs associated with the CESQG program will be paid for by the CESQGs.

F. HHW Hotline

The District will maintain and staff an information hotline for the HHW Program (currently 925-778-4040 x1) where residents and businesses can call for information on the HHW Program and CESQG services.

G. Program Promotion/Publicity

Promotion and publicity of the HHW Program will be left to individual Subscribers subject to review and approval of the District. The District will develop and distribute small paper leaflets at District offices and will provide a reproducible copy to Subscribers for individual distribution. This leaflet will be circulated to Subscribers for comment. The District may, at a later date and at the request of Subscribers, coordinate region-wide publicity of the HHW Program, however region-wide publicity is not currently a part of the Scope of Work or the Budget.

II. SERVICE AREA AND PROGRAM CAPACITY

The Program shall serve residents living in areas within the jurisdiction of the Subscribers to this Agreement or are represented by Subscribers to this Agreement. For the purposes of monitoring and reporting the number and location of households served, every resident visiting the Collection Facility will be asked to show identification to verify that their residence is located within the eligible service area. Furthermore, this information can be used to assure that CESQG businesses are not attempting to avoid charges by delivering the waste as a resident. A list of residential HHW service users’ addresses will be kept on file by the District and provided to Subscribers upon request.

III. REPORTING

District shall prepare and file all reports required by applicable laws or regulations, including State Form 303. District shall, in addition, provide the Subscribers with status reports and a copy of State Form 303. The status report shall address all relevant issues of the Program, including but not limited to:
· The types and quantities of waste received
· Recycling and disposal methods for each type of waste received
· Number of households and vehicles served from each jurisdiction
· Anticipated changes or issues that may affect Program design and Budget
· Anticipated over or under Budget expenditures
· A copy of correspondence from State or other regulatory agency related to site inspections
· Unusual occurrences
· A detailed itemization of expenses for each Budget component

The District will provide four status reports each fiscal year. Quarterly status reports will be distributed by October 20, January 20, April 20 and July 20 of each year, respectively.

District will respond to any reasonable request by Subscriber, for information or reports on participation, waste types or waste quantities or other reasonable requests for information needed to satisfy AB 939 reporting requirements based on data collected by the District.

IV. LAWS

District and its Contractor shall comply with all applicable laws and regulations, including but not limited to environmental laws and provisions of California Health and Safety Code Sections 25218 through 25218.10.
EXHIBIT B

BUDGET/EXPENSES

I. OPERATING COSTS

The total amount of the operating costs charged by the District to the Subscribers shall be the District’s actual operating costs in providing the services described in Exhibit A, less any revenue derived from operation of the HHW collection facility, such as proceeds from the sale of collected materials, proceeds of grants and charges to CESQGs. This total amount of operating costs shall be apportioned among the Subscribers based on the actual usage of the HHW collection facility by persons from the Subscriber’s jurisdiction. This District will send each Subscriber an invoice for such Subscriber’s share of the total operating cots (the “Subscriber’s Share”), based on such actual usage, after the end of each three0month quarter, as specified in Section 3.2.

The District’s actual costs shall include only those categories specified in Table B2 below. These actual costs shall include, but are not necessarily limited to, the direct costs of labor (salary and benefits), consumables, utilities, direct administrative and management oversight, and any costs of Contractors for start-up services or for the Contractor receiving, handling, transporting and disposing of Acceptable Hazardous Wastes delivered to the collection facility. Actual costs shall not include: rent or equivalent for use of District land or its improvements; billing to and collection from households and other persons served by the District; District management other than the time spent on HHW matters by the managers directly and immediately responsible for and involved in overseeing HHW matters; or other District overhead, general and administrative expenses.

Table B1: Participation Projections
Statistics 2002/03 2003/04 2004/05 2005/06 2006/07
No. of Housing Units (HU) 81,004 82,624 84,277 85,962 87,682
Percent Participation 6.0% 7.5% 9.0% 10.0% 11.0%
No. of Vehicles 4,860 6,197 7,585 8,596 9,645
Vehicles per Day (46 op days) 106 135 165 187 210

Table B2: Estimated Expenses
Category 2002/03 2003/04 2004/05 2005/06 2006/07
District Salaries & Benefits $62,064 $65,167 $68,425 $71,846 $75,439
Transportation & Disposal $321,741 $410,220 $502,109 $569,057 $638,482
Mobile Events $30,000 $31,050 $32,137 $33,262 $34,426
Contract Labor $73,968 $111,136 $129,536 $147,936 $147,936
Public Relations/Promotions $25,000 $25,875 $26,781 $27,718 $28,688
Environmental Liability $50,000 $51,750 $53,561 $55,436 $57,376
Maintenance & Repairs $7,500 $7,763 $8,034 $8,315 $8,606
Materials & Supplies $7,500 $7,763 $8,034 $8,315 $8,606
Utilities $5,000 $5,175 $5,356 $5,544 $5,738
Other Costs $5,000 $5,175 $5,356 $5,544 $5,738
Total $587,773 $721,073 $839,329 $932,973 $1,011,035
Table B3: Estimated Cost Breakdown
Community % of HU* 2002/03 2003/04 2004/05 2005/06 2006/07
DDSD 69.4% $181,414 $273,924 $355,995 $420,983 $475,158
Bay Point 8.5% $27,500 $27,500 $27,500 $27,500 $27,500
Pittsburg 23.0% $75,000 $75,000 $75,000 $75,000 $75,000
Antioch 37.9% $124,000 $124,000 $124,000 $124,000 $124,000
Brentwood 9.8% $57,602 $70,665 $82,254 $91,431 $99,081
Ironhouse S.D. 12.2% $71,708 $87,971 $102,398 $113,823 $123,346
Unincorp. County 8.6% $50,548 $62,012 $72,182 $80,236 $86,949
100.0% $587,773 $721,073 $839,329 $932,973 $1,011,035

* Housing Unit (HU) estimates generated by Contra Costa County staff using 2000 Census numbers

The portion of the Subscriber’s Share for the jurisdiction in the District’s service area (the unincorporated area of Bay Point and the Cities of Pittsburg and Antioch) which is payable by the Subscriber shall be capped at the amounts indicated for Bay Point, Pittsburg and Antioch in Table B3. The excess of the Subscriber’s Share for such jurisdictions of Bay Point, Pittsburg and Antioch shall be paid by the District and not by any Subscriber. The excess paid by the District shall not be an actual operating costs of the District for purposes of determining the Subscribers’ Shares pursuant to the first paragraph of this Exhibit B. District may elect to recover the excess from District’s sewer use or other charges to households and other persons in its jurisdiction. The Subscriber’s Share for the jurisdictions outside the District’s service area (City of Brentwood, Ironhouse Sanitary District and unincorporated County other than Bay Point) shall be paid in full by the Subscriber. No Subscriber shall be required to pay any other Subscriber’s Share.

Actual usage of the HHW collection facility by the persons from a Subscriber’s jurisdiction will be determined by the city and zip code on the identification provided by each user of the facility. Table B4 shows the city and zip codes of the users from the Subscriber’s jurisdiction, and the Subscriber (or the District) which will be allocated the actual users giving the city and zip code.

Table B4: Billing Table
City Zip JURISDICTION BILLED
Antioch 94509 City of Antioch/DDSD
Antioch 94531 City of Antioch/DDSD
Bay Point 94565 Contra Costa County/DDSD
Bethel Island 94511 Ironhouse Sanitary District
Brentwood 94513 City of Brentwood
Byron 94514 Contra Costa County
Discovery Bay 94514 Contra Costa County
Knightsen 94548 Contra Costa County
Oakley 94561 Ironhouse Sanitary District
Pittsburg 94565 City of Pittsburg/DDSD

II. CAPITAL COSTS

The total capital cost charged by the District to the Subscribers shall be the total of the District’s actual costs in planning and constructing the planned full-scale permanent household hazardous waste facility less any revenue for the capital facility project, such as proceeds of grants or fundraising efforts. The District’s actual costs shall be the categories specified in the capital budget set forth in Table B5 below, including, but not necessarily limited to, the direct cost of labor (salary and benefits), direct administrative and management oversight of the facility project, design, inspection, and construction. The District’s actual costs shall not include any borrowing costs or other expenses not included in Table B5. District shall use its best efforts to complete the permanent facility within the capital budget in Table B5.

The District will allocate this total capital costs among the Subscribers based on the number of housing units in each Subscriber’s jurisdiction. Each Subscriber’s allocation (the Subscriber’s “Principal”) shall be in the same proportion to the total capital costs as the number of housing units in the Subscriber’s jurisdiction bears to the total number of housing units in all the Subscribers’ jurisdictions. Each Subscriber’s allocation (Principal) shall then be amortized over a 15-year period with interest at 6% per annum. (Any partial first year shall be prorated based on the actual period of operation during the first year, and the remainder of the first year charged at the other end of the 15-year period, i.e. after 14 full years have been completed.) The resultant amount for each Subscriber is called the “Subscriber’s Capital Share”, and shall be invoiced quarterly. No Subscriber shall be required to pay any other Subscriber’s Capital Share.

A Subscriber may elect to make a partial or full prepayment of Principal (the Subscriber’s allocation of actual capital cost of the facility) at any time or from time to time before the Principal is due. A payment of Principal only is known as a “Prepayment.” When making a Prepayment, the Subscriber shall tell the District in writing that a Prepayment is being made. The Subscriber may not designate a payment as a Prepayment unless all other payments of the District are current. Subscribers may make any full or partial Prepayment without paying any Prepayment charge.

Table B5: Estimated Expenses
Category Cost
Design/Consulting Services $70,000
Construction $700,000
Construction Contingency $75,000
Permits $30,000
Equipment $40,000
District Staff $150,000
Engineering/Admin Contingency $10,000
CIWMB Grant ($150,000)
Total $925,000

Table B6: Estimated Cost Breakdown
Community % of HU* Principal Due
DDSD 69.4% $641,950
Bay Point 8.5%
Pittsburg 23.0%
Antioch 37.9%
Brentwood 9.8% $90,650
Ironhouse S.D. 12.2% $112,850
Unincorp. County 8.6% $79,550
100.0% $925,000

Table B6 reflects, the District (and not the Subscribers) shall pay the Subscribers Capital Shares for the Cities of Antioch and Pittsburg and for the Bay Point area. Such Subscribers Capital Shares shall not be included in the total capital costs of the facility or in the operating costs charged Subscribers pursuant to Part I of this Exhibit B.
EXHIBIT C

INSURANCE REQUIREMENTS

The District and/or District’s Contractor shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the District and/or District’s Contractor, its agents, representatives, employees or subcontractors.

A. Minimum Scope of Insurance

Coverage shall be at least as broad as:

1. Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). Insurance shall include:

a. Premises and Operations
b. Product/Completed Operations with limits of $1,000,000 per occurrence/aggregate to be maintained for two years following acceptance of the work by the District.
c. Contractual Liability expressly including liability assumed under this Agreement.
d. Personal Injury liability with deletion of exclusions for liability assumed under contract and suits brought by employees.
e. Independent Contractors' liability
f. Severability of Interest clause providing that the coverage applies separately to each insured except with respect to the limits of liability.

1. Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto).

2. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance.

3. Environmental Impairment Liability or Hazardous Waste Liability. Coverage shall include clean up of new and/or existing conditions on and off of the site emanating from household hazardous waste operations.


B. Minimum Limits of Insurance

The District and/or District’s Contractor shall maintain limits no less than:

1. General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.

2. Automobile Liability: $1,000,000 per accident for bodily injury and property damage.

3. Employer's Liability: $1,000,000 per accident for bodily injury or disease.

4. Environmental Impairment Liability or Hazardous Waste Liability: $1,000,000 per occurrence and not less than $2,000,000 aggregate for bodily injury, personal injury and property damage.

D. Acceptability or Insurers

Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII.

E. Verification of Coverage

District and/or its Contractor shall furnish the Subscribers with copies of all certificates and amendatory endorsements effecting coverage required by this clause. Upon reasonable prior notice, execution of a satisfactory confidentiality agreement at reasonable times, and at the Subscriber’s expense; the Subscriber may review Contractor's insurance policies, including endorsements effecting the coverage required by these specifications.

F. Subcontractors

District and/or its Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.

City Administration
City of Brentwood City Council
150 City Park Way
Brentwood, CA 94513
(925) 516-5440
Fax (925) 516-5441
E-mail allcouncil@brentwoodca.gov