1983-038-Authorizing Execution Of Landfill Agreement With Guadalupe Rubbish Disposal Company, Inc.RESOLUTION NO. 1983 -38
A RESOLUTION AUTHORIZING EXECUTION OF
LANDFILL AGREEMENT WITH GUADALUPE RUBBISH
DISPOSAL COMPANY, INC.
RESOLVED, by the Town Council of the Town of Los Gatos, that the
Mayor is hereby authorized to execute that certain Landfill Agreement
between the Town of Los Gatos and Guadalupe Rubbish Disposal Company,
Inc., attached hereto as Exhibit 'A'.
PASSED AND ADOPTED BY THE TOWN COUNCIL OF THE TOWN OF LOS GATOS,
CALIFORNIA at a regular meeting held this 22nd
day of February 1983, by the following vote:
AYES: COUNCIL MEMBERS Joanne Benjamin,
Terrence J. Daily, Thomas J. Ferrito,
Marlyn J. Rasmussen and Brent N. Ventura
NOES: COUNCIL MEMBERS None
ABSENT: COUNCIL MEMBERS None
ABSTAIN: COUNCIL MEMBERS None
SIGNED: — �4! s%! _ '
M YOR OF THE TOWN OF LOS GATOS
ATTEST:
DEPUTY CLERK OF THE TOWN LOS GATOS
LANDFILL AGREEMENT
THIS LANDFILL AGREEMENT entered into by and between the CITY
OF LOS GATOS, a Municipal Corporation (herein called "CITY "),
and GUADALUPE RUBBISH DISPOSAL COMPANY, INC., a California Corporation
(herein called "COMPANY ")
R E C I T A L S:
1. CITY is required to make adequate provision for the final
disposition of garbage, refuse and waste matter (herein referred to
as "solid waste ") collected within its corporate limits to protect
the physical health and safety of its inhabitants.
2. CITY is acting under clearly articulated and affirmatively
expressed policies of the State of California empowering cities to
regulate the final disposition of solid waste under powers expressly
granted to cities in Article XI, Section 7 of the California Constitu-
tion, and also as set forth in the following state statutes: Section .
4250 of the Health and Safety Code of California and Sections 66730,
66732(a), and 66755 to 66757, inclusive, of the Government Code of
California.
3. COMPANY owns and operates a disposal site described in
Exhibit 'A ", attached hereto and incorporated herein by reference,
and which is used for the landfill disposal of solid wastes (herein
called the "Disposal Site ").
\4. CITY and COMPANY desire to enter into a Landfill Agreement
providing for the final deposition of solid waste matter accumulated
z
and collected in CITY at COMPANY's Disposal Site. It is understood
between the parties that this Landfill Agreement is being entered
into by COMPANY concurrently with the Cities of Los Gatos, Monte
Sereno, Saratoga and Campbell.
5. The purposes to be accomplished by the parties thereto
entering into this Landfill Agreement are:
A. To ensure residents of the Cities of Los Gatos,
Monte Sereno, Saratoga and Campbell a site for the
final disposition of solid waste matter accumulated
and collected in each of the named cities.
B. To enable COMPANY to more accurately predict
disposal demand and to capitalize its disposal site
facilities.
C. To encourage the recovery of resources and energy
from solid wastes at the Disposal Site, including,
among others, the reduction, separation, recovery,
conversion and recycling of solid wastes and the
environmentally safe disposal of non- reusable
residues in order to further extend the availability
and disposal capacity of the Disposal Site for
future use by residents of each of the above -named
cities.
6. The City Council of CITY hereby determines that the public
interest and convenience, and the physical health and safety of its
inhabitants require the entering into of the within Landfill Agreement,
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0
A G R E E M E N T
In consideration of the mutual covenants, terms and conditions
herein contained, the parties agree as follows:
1. Deposition Grant.
COMPANY grants to CITY the irrevocable right and privilege of
delivering, or causing to be delivered, to the Disposal site for
final deposition therein all solid waste matter accumulated and
collected within CITY during the term of this Agreement, or any
extension thereof, and COMPANY covenants and agrees to accept all
solid waste matter so delivered.
The right and privilege herein granted shall be subject to
compliance by CITY of the provisions of the within Agreement.
For the purposes of this Agreement "solid waste matter" is
defined to mean -all putrescible and nonputrescible solid, semi-
solid and liquid wastes.
2. Term.
The term of the right and privilege herein granted shall be
for a period of twenty (20) years, commencing at 12:01 a.m, on the
1st day of March, 1983, and ending at 11:59 p.m. on the 28th
day of February, 2003, excepting as herein otherwise specified.
3. Resource Recovery.
A. With the exceptio:i of.methane gas recovery from the
Disposal Site Area One. as it exists at the time of execution
of this Agreement, or minor material salvage therefrom,
COMPANY shall not undertake any major resource recovery
operation without first notifying CITY in writing at least
ninety (90) days prior to the date upon which the resource
recovery operation is proposed to begin, and giving CITY an
opportunity to comment and participate therein upon terns
and conditions satisfactory to both parties.
B. COMPANY shall pay five (5) percent of after -tax net
proceeds, based upon the average actual tax rate, derived
from any major resource recovery operation which it under-
takes to GREEN VALLEY DISPOSAL COMPANY, INC., a California
Corporation (herein called "GREEN VALLEY ") and which is the
grantee of an exclusive-franchise to collect and dispose of
all solid waste matter produced in CITY, as and for a sub-
sidy to GREEN VALLEY's customers in each of the following
cities: Los Gatos, Monte Sereno, Saratoga and Campbell.
The total amount of the five (5) percent payment described
above shall be paid to each of the named cities in propor-
tion to the volume of solid waste matter collected from
each of the cities. For example, in a year where eighteen
(18) percent of the total quantity of material is deposited
by the above -named cities, then the five (5) percent payment
would be computed on the eighteen (18) percent of the
resource recovery.
(i) CITY shall include its share of any five (5)
percent payment received in calculating the
gross receipts of GREE14 VALLEY under the
franchise described above from CITY.
(ii) A certified public-accountant employed by
COMPANY and at COMPANY's sole expense shall
prepare and submit to CITY an annual finan-
cial review of any major resource recovery
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operation which it undertakes, including,
but not limited to, the relationship of the
amount of any five (5) percent payment made
and the volume of refuse collected from each
of the cities.named above.
(iii) In the event any of the cities named above
provides financial, operational or any other
tangible form of support on a voluntary
basis in connection with any major resource
recovery operation conducted by COMPANY, the
parties agree that a new profit- sharing
arrangement in any such operation shall be
negotiated and memorialized by an appropriate
addendum to this Agreement executed by the
parties hereto.
(iv) It is further agreed by the parties that
CITY may, but is not obligated to, support
any major resource recovery operation con-
ducted by COMPANY.
- 4. Tipping Fee.
A. COMPANY shall be entitled to charge a "tipping fee" to
GREEN VALLEY upon delivery of solid waste matter accumulated
and collected within CITY to the Disposal Site. Provided,
however, any tipping fee so charged shall not exceed an amount
per ton equal to fifteen (15) percent above the average
tipping fee charged at a group of disposal sites the number
of which and method of selection shall be as hereinafter set
forth.
B. COMPANY and each of the following cities: Los Gatos,
Monte Sereno, Saratoga and Campbell, shall provide each
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other with a list of comparable public and privately -
owned landfill disposal sites in the counties of Santa
Clara, San Mateo and Alameda, to be considered for
inclusion in the group of disposal sites to be surveyed.
(i) The tipping fees charged by each disposal
site finally selected for the survey group
shall include:
(a) Any surcharge, assessment or fee imposed
by the disposal site which is computed
by the volume (yards or tons) of solid
waste matter deposited which is imposed
on solid waste collection companies or
haulers over and above the unit of refuse
by volume (yards or tons) charged to the
local solid waste collection companies
or haulers.
(b) Any surcharge, assessment, inspection
fee or tax which is computed by the volume
(yards or tons) of solid waste matter
deposited which is imposed by a governmental
agency and uniformly applicable to the
disposal site used in the survey.
(c) All other surcharges, taxes, permit fees
and licenses shall be included as part of
the basic tipping fees of the disposal sites
used in the survey group.
(ii) In selecting each disposal site for the survey group,
each of the following shall be taken into account:
(a) Location of disposal site.
(b) Tipping charges for compacted solid waste
matter by the ton. If a particular disposal
site uses compacted yardage in lieu of
tonnage, the unit of yardage shall be con-
verted to tonnage by multiplying one (1)
compacted yard by four (4).
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(c) Estimated capacity and time life of
the disposal site.
(d) Resource recovery program at the dis-
posal site.
(e) Ownership of the disposal site.
(f) Average volume of solid waste matter
received daily.
(g) Any plans for expansion of the land -
fill and /or use of transfer stations.
(h) Any other data which would aid the
parties in the selection of comparable
disposal sites.
C. COMPANY and the cities named above shall agree upon a
selection of a minimum of six (6) and a maximum of ten (10)
disposal sites. Provided, however, the highest and the
lowest shall be eliminated prior to calculating the average.
(i) If for any reason the survey group of disposal
sites selected shall be reduced to four (4),
COMPANY and the cities named above shall estab-
lish a new list in the same manner as the
original list was agreed upon.
(ii) If for any reason a new survey group of dis-
posal sites cannot be selected, then in lieu
of using the results reached from the survey
group, COMPA14Y shall charge GREEN VALLEY a
tipping fee the amount of which shall be ten
(10) percent less than the average tipping
fee charged b_y COMPANY to solid waste collec-
tion companies other than GREEN VALLEY which
use the Disposal Site.
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D. Neither CITY nor any of its officers or employees shall
be liable for or in any way be responsible for the payment
of any tipping fees due COMPANY from GREEN VALLEY.
5. Annual Report.
COMPANY shall furnish at its sole expense an annual report to CITY
not later than ninety (90) days following the close of COMPANY's fiscal
year concerning the current capacity and operational status, respec-
tively, of the Disposal Site, and, if requested by CITY, a summary of
tipping fees charged and received from Green Valley Disposal Company,
Inc. for any year wherein there will be a sharing of proceeds from any
major resource operation.
6. Public Health.
In order to protect the public health and the environment, COMPANY
shall operate and maintain the Disposal Site so as too
A. Control vectors, odor, fire, litter and moisture infil-
tration at the solid waste disposal site.
B. Not require any collection vehicle to travel on the
active face of a disposal site.
7. Catastrophes; Termination.
A. Neither CITY nor COMPANY shall be deemed to be in de-
fault in the performance of the terms of this Agreement
if either party is prevented from performing the terms of
this Agreement by causes beyond its control, including,
without being limited to, acts of God or the public enemy;
failure due to delay of performance by suppliers or con-
tractors, interference, rulings or decisions by municipal,
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state, federal or other governmental agencies, boards or
commissions; and the laws and /or regulations of such municipal,
state, federal or other governmental bodies; any catastrophe
resulting from flood, fire, explosion or other cause beyond
the control of the defaulting party;
If any of the stated contingencies occur, the party delayed
by force majeure shall immediately give the other party written
notice of the cause of delay. The party delayed by force majeure
shall use reasonable diligence to correct the cause of delay,
if correctable, and if the condition that causedthe delay is
corrected, the party delayed shall notify the other party immediatey
and shall resume performing the terms of this Agreement.
B. If any of the contingencies stated in subsection A occur and
thereby make resumption of performance of the terms of this Agreement
impossible, then either party may terminate this Agreement by
giving the other party not less than ninety (90) days written
notice, either by mail or by personal service prior to the date
upon which the termination is to be effective.
8a Assignment
COMPANY shall not assign this Agreement, or any interest therein,
without the written consent of the City Council being first obtained
The authorization will not be unreasonably withheld by CITY. A consent
to one assignment shall not be deemed to be a consent to any subse-
quent assignment. In the event of a sale of the Disposal Site, CITY
shall not have the right to approve or disapprove the buyer. However,
the new owner shall be subject to the terms of this Agreement.
9. Administration.
The administration and enforcement of this Agreement shall be the
responsibility of the Town Manaqer , or
designated representatives of that office.
10. Independent Contractor Status.
COMPANY, its employees and agents, are independent contractors and
not employees, agents or sub - agents of CITY.
11. Notice.
Any notice required to be given to COMPANY shall be deemed to be
duly and properly given if mailed to COMPANY, postage prepaid, addressed
to:
GUADALUPE RUBBISH DISPOSAL COMPANY, INC.
P. 0. Box 712, LOS GATOS, CA 95031
159 .99 Guadalupe Mines Road
San Jose, CA
or personally delivered to COMPANY at such address, or at such other
address as COMPANY designates, in writing, to CITY.
Any notice required to be given to CITY shall be deemed to be duly
and properly given if mailed to CITY, postage prepaid, addressed to:
TOWN MANAGER
110 East Main Street
P. 0. Box 949
Los Gatos, CA 95031
or personally delivered to CITY at such address, or at such other
address as CITY may designate, in writing, to COMPANY.
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12. Condemnation:
A. The Parties hereto agree that the right of CITY to use the
Disposal Site for the term of 20 years granted in this Agreement
is a valuable property right.
B. In the event of the partial or total taking of the Disposal
Site prior to the expiration of the term of 20 years by a govern-
mental entity entitled to do so under eminent domain, whether
by the filing and prosecution of a proceeding under the power
of eminent domain, or under threat of filing or prosecuting
such an action, COMPANY shall pay to CITY an amount equal to
five (5) percent of the gross amount received by COMPANY as
compensation. Provided, however, the amount to be paid to CITY
shall be reduced by one - twentieth (1/20) for each elapsed year
of the term of this Agreement.
13. Entire Agreement.
This Agreement constitutes the entire agreement between the
parties hereto relating to the subject matter hereof, and
supercedes any previous agreements or understandings.
14. Successors and Assigns.
COMPANY and CITY, and each of them, each binds itself, its
respective successors and assigns, to the other party to this
Agreement, and to the respective successors and assigns of
such other party in respect to all covenants of this Agreement.
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Y
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed in the City of Los Gatos
County of Santa Clara, State of California, as follows: '
By COMPANY this _ day of , 1983.
By CITY this da ����
15 y of — �/-V`stP1h , 1983.
ATTEST:
'ity
CITY OF LOS GATOS
a Municipal Corporation
By
Mayor
(CITY)
GUADALUPE RUBBISH DISPOSAL COMPANY, INC.
a California Corporation
By
(COMPANY)
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r < SCY ULE ONE ,an. 7 1977
EXHIBIT A 7262 -74
Page l of 2
G E O R G E S . N O L T E A N D A S S O C ] A T E 5
Civil aud.Environmentai Engineers • Planners • Surveyors -
Guadalupe Disposal Site
All that certain real property situate in the County of Santa Clara,
State of California, being a portion of that certain parcel of land
described in the Grant Deed recorded in Book 8074 of Official Records
at Page 709, Santa Clara County Records, more particularly described
as follows:
BEGINNING at a found granite monument, marked 11 1 /2B, in the easterly
line of that certain 194.793 acre parcel of land shown on the Record
of Survey, recorded in Book 67 of Maps at page 29, Santa Clara County
Records, said monument marking an angle .point in the general easterly
boundary of Lot 39, (said Lot 39, together with Lot 40 in T.8S., R.1W.,
M.D.M., comprising that portion of the Rancho Canada de los Capitancillos,
which was finally confirmed to the Guadalupe Mining Company by United
States Patent dated December 20, 1871, and recorded October 12, 1871
in Volume "B" of Patents, at page 31, to which said patent and the
record thereof reference is hereby made for a more particular descrip-
tion of said Lot 39);
thence along said easterly line N 0003'24" W, 150.00 feet to the most
southeasterly corner of Grant Deed;
thence along the easterly and general northerly lines of said Grant Deed
the following courses:
thence N 0 °03'24" W, 311.27 feet;
thence N 44 °31'40" W, 270.49 feet;
thence N 41 °16'00" W, 145.22 feet;
thence N 45°42'52" W, 73.86 feet;
thence N 18 °31'31" E, 95.69 feet;
thence N 8 °29'10" W, 144.96 feet;
thence N 79 °17 "44' W, 206.08 feet;
thence N 44 °06'00" W, 168.00 feet;
thence S 78 °34'58" W, 336.64 feet;
thence S 83 °57'48" W, 52.44 feet;.
thence N 53 °33'20" W, 226.11 feet;
1731 North First Street, P.O. Box 820. San Jose. California 85112. (408) (287-3400)
6 AN 10 8E WALNUT CRSSK SOUTH BAN FRANCISCO • SAN DIEGO
ERC /bvh
Chkd, by:
GEORGE 6, NOLTE AND ASSOCIATES
G.tl .«i t«..m.mrnd Lnp, n ry.wo.n tuwr..n
ail. 7 1517
;11262 -74
Page 2 of 2
thence
N 27 °29'59"
W,
120.78
feet;
thence
S 87 °19'19"
W,
260.41
feet;
thence
N 37 °49'24"
W,
187.00
feet;
thence
S 59 °45133"
W,
125.31
feet;
thence
South, 567.77
feet;
thence
N 79 °45'35"
W,
474.91
feet;
thence
N 51 °27'35"
W,
376.86
feet (376.90 feet
for said Grant Deed);
thence
N 53 °27'35"
W,
275.98
feet (276.00 feet
per said Grant Deed);
thence
N 67 °57'50"
W,
158.29
feet (N 67 057122"
W, 158.30 feet per
said Grant Deed);
thence
leaving said general northerly line S 68 050'51" W, 396.12 feet;
thence
South, 500.00 feet;
thence
S 60 °15'18"
E,
806.23
feet;
thence
S 63 °26'06"
E,
670.82
feet;
thence
S 33 °41'24"
E,
360.56
feet;
thence
S 59 °02'10"
E,
583.10
feet;
thence
S 68 °11'55"
E,
538.52
feet;
thence
East, 500.00 feet;
thence
N 71 °33'54"
E,
316.23
feet;
thence
N 21 °48'05"
E,
538.52
feet;
thence
N 64 °31'02"
W,
274.69
feet;
Containing
98.753 Acres,
more
or less.
ERC /bvh
Chkd, by:
GEORGE 6, NOLTE AND ASSOCIATES
G.tl .«i t«..m.mrnd Lnp, n ry.wo.n tuwr..n