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Item 38 Staff Report Conceptual Approval of Proposed Green Valley Master Franchise AgreementCOUNCIL AGENDA DATE: August 31, 1982 TOWN OF LOS GATOS Council Agenda Report TO: MAYOR AND TOWN COUNCIL FROM: TOWN MANAGER/7 SUBJECT: CONCEPTUAL APPROVAL OF PROPOSED GREEN VALLEY MASTER FRANCHISE AGREEMENT Date: 9/7/82 �o Item No.,� RECOMMENDATION: That Council review the proposed master franchise agreement(s) with Green Valley Disposal Company and Guadalupe Disposal Co., and express conceptual approval of the documents. DISCUSSION: The current franchise agreement between the Town and Green Valley Disposal Co. ends December 31, 1982. Green Valley also provides collection services for the cities of Campbell, Monte Sereno, and Saratoga. The Town and cities had decided several years ago that a more uniform approach to negotiating with Green Valley would be beneficial in the franchise renewal process. To this end, Town staff has been meeting with staff from Monte Sereno, Campbell, and Saratoga since May to arrive at negotiating parameters and to develop an issue paper from which negotiations would proceed with Green Valley. Negotiations with Green Valley have occurred over a period of two and a half months, and produced a tentative agreement. This tentative agreement is being presented to the respective Councils in order to secure conceptual approval of the contents. Formal Council approval in the form of an ordinance awarding a franchise will not be requested until November 1982, when the agreement is put into contractual form and staff has reviewed Green Valley's budget materials; PREPARED BY: N. P. LEVIN, Asst. Town Manager—)("— (cont.) Reviewed by: Attorney Clerk Treasurer TOWN COUNCIL ACTION DIRECTED TO: ACTION OF COUNCIL: COMMENTS: GREEN VALLEY MASTER FRANCHISE AGREEMENT --2 August 31, 1982 arrived at recommended rates and cost to service information. The position paper stating the terms of a franchise agreement with Green Valley Disposal Co. is attached, as well as the proposed agreement between Guadalupe Disposal Co., for your review. The following outline provides an overview of the documents and highlights what staff believes are the most critical issues. I. Two separate agreements considered as a complete package by the cities' negotiating team: (1) Franchise with Green Valley (GV); (2) Agreement between Guadalupe Disposal Co. (Landfill) and cities. A. Reason Cities Want Landfill Agreement ° Equitable treatment -- today's ratepayer is paying for the expan- sion of the Landfill for the next 25 years; 0 Assurance that if GV ceases to exist, or cities discontinue the franchise due to poor performance, the Landfill commitment remains; 0 Input into any resource recovery operation at the Landfill. B. Elements of the Landfill Agreement o 20-year term; • Data to be provided annually re landfill capacity; operational status; o Must notify the cities of intended major resource recovery generation (cities have the right to comment and/or participate in some manner but are not obligated to do so); o 5% after tax net proceeds of a resource recovery enterprise to be paid from Landfill to GV to be used solely as a subsidy to ratepayers (lowers collection rates); ° Landfill required to accept all cities' garbage for 20 years; 0 Controls tipping fee to a not -to -exceed 15% above the average tipping fees for specified Bay Area landfills (Santa Clara, San Mateo, and Alameda counties). II FRANCHISE AGREEMENT 0 Term -- 20-year total/at 5-year intervals (with performance audit at option of cities to be paid for by GV); franchise to be extended only if audit shows performance to satisfaction of the cities. *See p. 3. GREEN VALLEY PIASTER FRANCHISE AGREEMENT -- 3 August 31, 1982 ° Rates: - Review conducted once every three years; - Special interim rate adjustment may be initiated by either party due to specific reasons; - To be based on zone charges (for residential [level terrain and hillside] defined as routes with street slopes more than 10%) and with four alternatives; curbside collection (basic service level); front -yard pickup; 100 ft. intervals beyond front -yard pickup; unlimited collection option; - Commercial rates based on size of bin and frequency of pickup; * - Profit level to GV will be determined by using an operating ratio with 5% after-tax as a guideline. ° Franchise Fee - 10% of gross revenue (same as current franchise); with penalty for late payment. Services: - GV provides service free of charge to cities on city -owned or occupied property. Cost of such service will be calculated with the rate base of the jurisdiction. - City-wide pickup twice a year; unlimited; dates selected by cities. - Option of plastic bags at curbside; unlimited collection option. 0 Unincorporated Areas - rates charged will be consistent with those charged in cities. Cities are not to subsidize unincorporated areas. ° Local Option/Services Selected by Individual Cities - Local options may be requested by individual cities. Examples: curbside recycling; unlimited collection rate. - City(ies) may request a specified new service; GV must cost out; rate for service to be set by city(ies). If GV decides not to provide the service, cities can provide themselves or contract with another entity. ° Zone Changes - collection rate to be based upon distance from the curb increments and on level and/or hillside terrain. Bad Debts - Termination - Company is extended the privilege of ter- minating service to both residential and commercial customers after 120 days and 60 days in arrears, respectively. Town reserves the Represent items that will change if the Landfill agreement is not executed. °Term will go to a 10-year total period (two five-year intervals); °No guaranteed method for calculation of profit will be given. GREEN VALLEY MASTER FRANCHISE AGREEMENT -- 4 August 31, 1982 right to withdraw termination privilege, and in doing so will allow GV to include bad debt (limit to 1% of gross revenue) as part of the rate base; deposit for new customers and restarts. In reviewing the attached documents, Council should be aware of two items that will be discussed with the other cities and Green Valley for language clarification before a final document is brought back to Council: Sec. III - Service Rates and Review Current language would suggest that a rate increase will be granted February 1st of every year. This language will need to be refined to state the Town's intent that any rate increase that is approved will take effect February 1st of the year for which an increase is approved. Sec. XXI - Interruption of Service Due to Labor Dispute Language to be altered in a manner that Town takeover of the service in case of a labor dispute is only an alternative to be pursued, and that the burden of continuing service lies with Green Valley. Town staff will be continuing to meet with Green Valley to review their budget submittals; rate request; cost -to -serve information (by zones and cities); response to specific service request (i.e., curbside recycling program and unlimited collection option). It is anticipated that the reviews will be completed by the middle of November to enable staff to bring a complete package to Council by the second Council meeting in November. DRM/ss Encls. cc: Regular Distribution P. Mullens/Saratoga D. Wimberly/Monte Sereno T. Adams/Campbell POSITION PAPER FOR GREEN VALLEY DISPOSAL CO. NEGOTIATION (Master Franchise) SEC. I - TERM OF CONTRACT/FRANCHISE The term of the franchise will be for five (5) years, ending December 31, 1987, provided that a performance audit shall be conducted in the fifth year; and, if the audit shows performance to the good faith satisfaction of the cities, the franchise shall be extended for periods of three additional five- year intervals. The cities may require a performance audit at the end of each five-year period to determine if the franchise will be extended for the next five-year period commencing in December 1992. The performance audit is to be performed by a qualified firm selected by the cities, and the costs of such audit are to be borne wholly by Green Valley Disposal Co. or its successors as part of the operating costs.. Items to be reviewed shall include, but not be limited to the following categories, and shall include specific recommendations regarding oppo to improve in areas relating to: A. Overall organizational structure and management systems and cedures. B. Efficiency of collection operations, to include an analysis of routes, schedules, and the impact of franchise requirements. C. Staffing practices, including the deployment of management and supervisory personnel. D. Financial management practices, including the contractor's billing and collection system and its policies with regard to uncollected accounts. E. Personnel management practices, including compensation policies and the resolution of employee grievances. Page 2 F. Procedures for receiving and resolving customer complaints and concerns. G. Procedures for the acquisition, maintenance and replacement of equipment; types of equipment; rationale for recent capital investments; and financing options. H. Utilization and management of facilities. SEC. II - EXCLUSIVE FRANCHISE The franchise will be an exclusive grant to the extent it is determined by the courts that the cities are permitted to issue exclusive franchises. SEC. III - SERVICE RATES AND REVIEW Rate reviews will be conducted once every three years, with rates estab- lished to become effective on February 1 of each year during the term of the agreement. Special interim rate adjustments may be initiated by either party to the agreement should it become apparent that the authorized rates are inappropriate due to current economic conditions or significant error in esti- mates is found subsequent to awarding a rate increase. Requests for rate review must be submitted by Company representatives no later than October 1st and must contain the following information to constitute a completed submittal: - Previous fiscal year certified audit in year ending prior to rate review; and financial review in the two interim years.. - Actual current and three- year projected revenues. - Organization chart reflecting current staffing, job descriptions, and salary schedules. - Number of customers in each use category by jurisdiction. - Bad debts in each use category by jurisdiction. - Schedule of rates charged at Guadalupe Landfill. Page 3 - Survey of tipping charges of other landfill facilities (cities and company to agree on landfills to be surveyed as agreed to in the Agreement between the cities and Guadalupe Disposal Company. The following financial data on Guadalupe Disposal Co. may be provided in lieu of a certified audit; balance sheet; and related party transactions with Green Valley Disposal Co. Related party transactions on Green Valley Disposal Co. shall be provided in accordance with generally accepted accounting principles. - Survey of collection rates of other disposal companies (cities to specify survey companies). - Investment schedule. - Equipment replacement schedule. - Degree to which commercial collection provides subsidy to residen- tial collection by jurisdiction. - Detail of current rates, actual costs for services, and actual revenues in prior three years; projected revenues, expenditures, and proposed rates for three years in the following categories: RESIDENTIAL *Level Terrain: - Alternate I: cost per can for curbside collection (within 5 feet of edge of pavement). - Alternate II: cost per can for front -yard pickup (within 30 feet of edge of pavement). - Additional fee: cost per can in increments of 100 feet beyond that provided in Alternate II. - Unlimited curbside collection option: cost per customer for city-wide unlimited collection in level terrain zones. Page 4 *Hillside Terrain - Alternate I: cost per can for curbside collection (within 5 feet of edge of pavement). Alternate II: cost per can for front -yard pickup (within 30 feet of edge of pavement. - Additional fee: cost per can in increments of 100 feet beyond that provided in Alternate II. - Unlimited curbside collection option: cost per customer for city-wide unlimited curbside collection in hillside terrain zones. *Zone charges will be calculated in two categories - level and hillside. Cities and Company representatives will mutually agree upon specific boundaries in accordance with the definition of hillside, which is: Routes with street slopes of more than 10%. COMMERCIAL - Costs will be reflected by size of bin and frequency of collection. DROP-OFF BOXES - Costs will be reflected by size of box, and will include rental fees as well as cost per dump. RATE BASIS Rate increase requests will be reviewed by a Rate Review Committee to be composed of one staff representative of each of the four participating municipalities. In their review, the Committee will take into consideration acceptability of expenditures, performance incentives and sanctions, rate comparability, and other information as may be appropriate. In determining profit level, the Committee will use the operating ratio method with a 5% after-tax return (excluding tax credits and operating losses) as a guideline. In calculating the revenue side of the operating ratio, the cities will exclude: (1) prior years earnings from short-term investments generated from Page 5 prior profits or retained earnings in each fiscal year; (2) tax credits; (3) prior year net operating losses. SEC. IV - REGULATION OF RATES Cities will regulate rates charged for all services, inclusive of residential, commercial, and drop-off boxes (inclusive of rental fees). SEC. V - PUBLICATION OF RATES The Company will provide written notice to new subscribers of existing rates and of rate changes to all subscribers. The Company will post at the dump site dumping fees charged to other depositors. The Company will put together a public information brochure (to be completed by July 1, 1983) to include a description of all services and is to be sent to all existing and new customers. SEC. VI - FRANCHISE FEE The franchise fee paid to cities will be calculated at 10% of gross amount collected. Each monthly payment is to be paid on the fifteenth (15th) day of the following month; if fee is not received on the 15th day, a sanction of 1% of the amount due will be charged, calculated on a monthly basis. The Company will maintain copies of all billings and collection records in chronological order for three years for inspection and verification by the cities. SEC. VII - RECORDS, REPORTS AND AUDITS In addition to the records, reports and audits required under Sec. III (Service Rates and Review), Green Valley Disposal Co. will be required to submit an annual financial report, and which may include an audit performed and certified to by an independent Certified Public Accountant no later than 90 days after the close of each fiscal year. The Company will bear the cost of the audit, to be included as an operating cost. Page 6 The cities will retain the right to request additional records as deemed necessary to evaluate the performance of the contractor. The cities have the right to inspect the income tax returns, payroll tax report, payroll records, and other records deemed necessary to evaluate the annual financial reports and rate review applications. SEC.VIII - CITIES' RIGHT TO REJECT EXPENSES AS ALLOWABLE FOR DETERMINATION OF COMPANY'S OPERATING EXPENSES. The cities will have sole discretion to determine what they will con- sider as proper expenses for calculation of a rate base for a rate increase after Company is given an opportunity to provide documentation to staff and Council. Inclusion of bad debt as part of the rate base will be allowed only if the Company demonstrates a good faith effort in attempts to collect bad debts. Company may impose a financial charge within the legal limits on any accounts 30 days past due. SEC. IX - PROVISION OF SERVICES TO CITIES Green Valley will collect, haul, and dispose of any municipal garbage, rubbish and other refuse from or on property owned or occupied by the cities without charge to the cities, provided that cost will be calculated with the rate base for that jurisdiction. The jurisdictions will provide listing of such property and locations, and pick-up frequency. SEC. X - SERVICES/STANDARDS A. Curbside Pickup Curbside pickup will be the basic service level. Sideyard pickup will be available to individuals or at a local option at an additional charge, to be approved by the cities. B. City -Wide Pickup The Company will provide city(ies)-wide pickup twice a year, without limit; dates to be selected by the individual cities. Page 7 C. Equipment The Company shall use in the collection and transportation of refuse modern garbage collection motor vehicles having water -tight bodies. The Company shall maintain an equipment replacement schedule to be provided to the cities upon request. D. Identification and Lettering of Vehicles The Company shall letter each vehicle used in collection activities to include a vehicle identification number, the name of the Company, and the local business telephone number of the Company. The lettering size shall be not less than 2-1/2" high. E. Local Business Office and Telephone Company shall establish and maintain an office and shall keep said office open for business from 8 A.M. to 5 P.M. of each and every day except Saturday, Sunday and legal holidays. F. Time of Collection Begin collection in residential areas after 6 A.M. and conclude by 10 P.M., Monday through Friday, except when earlier collections are necessary on a workday preceding or following a recognized holiday. Thanksgiving, Christmas, and New Year's Day holidays shall be excluded from this require- ment. If collection is necessary on weekends, it will be done between 8 A.M. and 6 P.M., provided that calls on missed collection on any collection day (including Friday) will be received 24 hours a day, and pick-up will be made within 24 hours of the call. Excluded from preceding time limitations shall be all commercial con- tainers (bins) which will be on a 24-hour basis, with as much consideration as possible given to areas adjacent to this type of pickup. G. Container Size and Weight Limits The standard size container for residential and commercial service shall not exceed 32 gallons and that weight will not exceed 70 lbs. Individual Page 8 users shall have the option of using plastic bags approved by Green Valley and the cities in lieu of the containers, with curbside unlimited option. H. On -Call Collection of Large Items Green Valley will respond on an on -call basis for the pick up of large items; (size) fee to be charged approved by the cities. Fees will be approved during the rate review process. I. Inspection of Operations Designated representatives of the cities will have the right to inspect, review and observe Company operations and enter Company premises with reasonable notice and reasonable hours. J. Replacement of Containers Green Valley Disposal Co. will replace all garbage and rubbish con- tainers used by its customers in an upright position, recovered, in approxi- mately the same location where the containers were immediately before Green Valley emptied them. Green Valley will return all commercial bins to the location where the containers were immediately before Green Valley emptied them, within any enclosures provided and will close any doors or gates provided for screening the bins. Green Valley will instruct its employees to comply with the provisions of this Section, and will exercise sufficient supervision of its employees to assure that the instructions are followed. K. Compliance with Laws and Regulations The Company will comply with all applicable laws, state and federal, now in force or which hereafter may be enacted. SEC. XI - UNINCORPORATED AREAS Rates charged by the Company to unincorporated areas will be consistent with charges for the cities. Approval of rate adjustments by the cities will Page 9 be contingent upon the approval of the unincorporated areas within three (3) months of the approval of all cities, or the rate for all cities will revert to the rate then in effect in the unincorporated cities, if it is less than the rate for the cities. In the unincorporated mountain areas, the rates charged will not be subsidized by the rates charged other cities. SEC. XII - LOCAL OPTIONS/SERVICES TO JURISDICTIONS Local options may be requested by the individual cities. A. Provision of curbside recycling in the cities to be performed either by the Company or, if jurisdiction decides, by the jurisdiction or another entity. B. Request from cities to provide a specific new service will be costed out by the Company and rate for the service will be set by the cities. If the company decides not to provide the new service, the jurisdiction has the right to perform the service themselves or to contract with another entity for the provision of the service. C. Cities reserve the right to request that rates be calculated on an unlimited collection basis. SEC. XIII - TERMINATION FOR CAUSE The cities will have a right to terminate this agreement for cause after allowing a 180-day period for curing . SEC. XIV - DEVELOPMENT PLANS Green Valley shall provide to each city the specific criteria by which development plans for commercial, industrial, and multi -family units may be reviewed with regard to location of refuse containers. Page 10 SEC. XV - MISCELLANEOUS PROVISIONS A. Hold Harmless The Company is an independent contractor for all purposes contem- plated by this agreement, and the Company shall defend, indemnify and hold harmless the jurisdiction, its officers, agents and employees, from any and all claims for damages of any kind whatsoever arising out of operations of the Company pursuant to this agreement. B. Surety Bond The cities will require a surety bond at a level to be specified by the cities simultaneously with the execution of the agreement, the bond to be payable to the cities and conditioned and guaranteed for the faithful performance by the Company. C. Liability Insurance The Company will obtain at its sole cost and expense, and maintain in full force and effect in a form and amount yet to be determined by the City Attorney a comprehensive liability insurance policy. Company agrees to and does hereby indemnify jurisdiction, its Council members, officers, agents and employees from and against any and all claims, actions, demands, losses, or liability for personal injury or property damage, and from any and against any and all nuisances, as may be caused by Company, or arising out of or resulting from Company operation, its actions or omissions, in connection with this agreement. Company shall take out and at all times keep in full force and effect Workers' Compensation Insurance during the term of this agreement. SEC. XVI - TRANSFER OF OWNERSHIP The Company is prohibited from transfering any rights under this agree- ment unless authorized to do so in writing by the jurisdiction. In the Page 11 process of considering authorization, the jurisdictions may review the competency and financial integrity of the prospective owner; the authoriza- tion will not be unreasonably withheld. SEC. XVII - ANNUAL MEETING In addition to the regular rate review sessions every three years, the City Rate Review Committee and Company representatives will schedule an annual meeting to discuss issues or problems which are of concern to either party. The financial review from the prior year will be submitted and discussed at the annual meeting. SEC. XVIII - DIRECT BILLINGS TO PROPERTY OWNERS At option of the Company, the Company will be entitled to bill property owners directly and hold them responsible for collection services on their property which is used for residential or commercial rental uses; as opposed to contracting for services with the property tenants. SEC. XIX - BAD DEBT -TERMINATION The jurisdictions recognize the potential for bad debts and will offer the Company the privilege of terminating service to both residential and commercial customers after 120 days and 60 days in arrears respectively, with a prior 30-day notice of cut-off potential. The Company will promptly restore service when debt is satisfied; will notify the jurisdiction of service drop; will monitor situation and notify jurisdiction of problems on the premises, including accumulation of garbage on the premises. Jurisdictions have the discretion to withdraw the termination privilege, exercise of such discretion will involve a 30-day written notice to and a meeting with the Company. If the termination privilege is withdrawn, the jurisdiction will allow the Company to do the following: - Include bad debt as part of the rate base, limited to 1% of gross revenues; and if the Company demonstrates a good faith effort in Page 12 attempts to collect bad debts as part of the rate base beyond 1% of gross revenue; - Deposit for new customers and restarts. SEC. XX - INSOLVENCY OR BANKRUPTCY This agreement will terminate upon the claim of insolvency or declara- tion of bankruptcy by the Company; the agreement will not become an asset of the estate of the Company under these conditions. SEC. XXI - INTERRUPTION OF SERVICE DUE TO LABOR DISPUTES In the event the refuse collection and disposal services of Contractor are interrupted by a labor dispute and scheduled collection and disposal services are discontinued for more than forty-eight (48) hours, City shall have the right to forthwith take temporary possession of all facilities and equipment of Contractor for the purpose of continuing the service which Contractor has agreed to provide to preserve and protect the public health and safety. City shall have the right to retain possession of said facilities and equipment and to render the required service until Contractor can demon- strate to the satisfaction of the City that required services can be resumed by Contractor; provided, however, that such temporary assumption of Contractor's obligations under this agreement shall not be continued by City for more than one hundred twenty (120) days from the date such operations were undertaken. Should Contractor fail to demonstrate to the satisfaction of the City that required services can be resumed by Contractor prior to the expiration of the aforementioned one hundred twenty (120) days, the agreement will be rendered void and the rights and privileges granted in said agreement shall be cancelled and annulled. During any period in which City has tem- porarily assumed the obligations of Contractor under this agreement, City shall be reimbursed by the Company within 30 days of receiving an invoice from the cities for all costs incurred. Page 13 Employees of Contractor may be employed by City during any period in which City temporarily assumes the obligations of Contractor under this agreement provided, however, the number of employees shall remain the same and the rate of compensation to be paid any employees shall be the rate or rates in effect at the time Contractor's service or such other rate or rates as were agreed upon in the settlement of the labor dispute, whichever rate or rates were applicable. SEC. XXII. OWNERSHIP OF WASTE Cities will retain ownership of waste prior to its disposal in the land- fill. AGREEMENT BETWEEN GUADALUPE DISPOSAL COMPANY, INC. (HEREINAFTER CALLED LANDFILL) AND THE CITIES OF CAMPBELL, SARATOGA, MONTE SERENO AND THE TOWN OF LOS GATOS (HEREINAFTER CALLED CITIES) Term of Agreement: 20 years Purpose: To ensure residents of the aforementioned Cities a location for disposal of refuse within the term of this agreement; to enable landfill operations to more accurately predict demand and capitalize facilities; and to encourage resource recovery efforts at the landfill site which will further extend the availability and disposal capacity of this facility for future use by city residents. Agreed: 1. Landfill will provide an annual report of landfill capacity and operational status. A summary of tipping fees may be required annually. 2. Major resource recovery operations will not be undertaken by land- fill without knowledge and opportunity for comment or participation by cities. Cities may elect to support such an enterprise but are not obliged to do so. 5% of after-tax net proceeds, based upon the average actual tax rate, derived from any such operation shall be paid to Green Valley Disposal Co. as a subsidy to rate payers, in proportion to the volume of refuse collected from cities. This payment will be included in calculating the gross receipts of Green Valley Disposal. Verification of this relationship will be by a financial review focused on the subject operation to be performed by the landfill's accountant. Should cities provide financial, operation, or other support to a proposed project, a new profit- sharing arrangement will be negotiated. Operations excluded from this provision include methane gas recovery from the initial landfill site and minor material sal- vage. 3. Landfill will accept all refuse brought from cities for the term of this agreement. 4. Tipping fee charged to the collector of refuse from cities shall not exceed rate/ton equal to 15% above the average tipping fee for the landfills selected according to the following guidelines: a. Cities and landfill to provide a list of comparable public and and privately -owned landfills in the three (3) Bay Area counties of Santa Clara, San Mateo and Alameda. b. Tipping fee charges of the landfills selected for the survey shall include: -2- (1) any surcharge, assessment or fee imposed by the landfill which is computed by the volume (yards or tons) of refuse deposited which is imposed on refuse collection companies or haulers over and above the unit of refuse by volume (yards or tons) charged to the local refuse collection companies or haulers. (2) any surcharge, assessment, inspection fee, or tax which is computed by the volume (yards or tons) of refuse deposited which is imposed by a governmental agency and uniformly applicable to the landfills used in the survey. All other surcharges, taxes, permit fees and licenses shall be included as part of the basic tipping fees of the landfills used in the survey. c. A minimum of six (6) and a maximum of ten (10) landfills will be selected by the cities and landfill, from which the one highest and the one lowest will be eliminated prior to calcu- lating the average. d. If the original list diminishes to four (4) remaining landfills, both parties will meet to establish a new list. If, in the event there are insufficient (comparable) landfills to establish a new list, landfill will provide a ten (10%) percent discount on tipping fees for the cities refuse below that charged to other Refuse Collection Companies using the landfill. e. In the establishment of a list of comparable landfills, the following factors shall be taken into consideration: (1) Location of landfill. (2) Tipping charges for compacted refuse by the ton. Should landfill use compacted yardage in lieu of tonnage, the unit of yardage shall be converted to tonnage by multiplying one (1) compacted yard by four (4). (3) Estimated capacity of landfill - Time life. (4) Resource Recovery Program at landfill. (5) Ownership. (6) Average volume of refuse per day. (7) Plans for expansion and/or use of transfer stations. (8) Other data which would aid in the selection of comparable landfills. • -3- 5. This agreement may be terminated, should County, State, or Federal Governmental sanctions or natural disasters occur which would make the execution of the terms and conditions of this agreement impossible. 6. This agreement shall create property interest on the part of the cities; in the event of being taken by a governmental entity, the cities will be entitled to appropriate compensation from the entity instituting the action. 7. This agreement shall be binding upon the landfill's heirs and successor in title.