1998-167-Execute The Agreement With Green Valley Disposal Company For A Six Month Commercial Recycling Pilot ProgramRESOLUTION 1998 - 167
RESOLUTION OF THE TOWN COUNCIL
OF THE TOWN OF LOS GATOS
AUTHORIZING THE TOWN MANAGER TO EXECUTE
THE AGREEMENT WITH GREEN VALLEY DISPOSAL COMPANY
FOR A SIX MONTH COMMERCIAL RECYCLING PILOT PROGRAM
WHEREAS, pursuant to the Public Resources Code section 40057, the Town shall
provide for source reduction, recycling, and composting activities; and,
WHEREAS, Green Valley Disposal Company (the "Contractor ") currently provides other
recycling services within Town boundaries pursuant to that certain Agreement Between the Town
of Los Gatos and Green Valley Disposal Company, Inc. for Residential Curbside, Multi- Family
and Commercial Cardboard Recycling Services executed on August 8, 1994, which was
subsequently assigned to the West Valley Solid Waste Management Authority ( "Authority ") on
April 2, 1998 (collectively referred to as the "Recycling Agreement "); and,
WHEREAS, Town desires to implement a six month pilot recycling program for the
collection and recycling of commercial mixed paper for eligible commercial and industrial users
to include the collection, transportation, processing and marketing of commercial mixed paper;
and,
WHEREAS, if both Town and the City of Campbell implement this program, Contractor
will concurrently provide collection services to both jurisdictions; and,
WHEREAS, Town and Contractor desire to enter into an agreement whereby Contractor
will perform the services necessary to implement the six month pilot program for the collection
and recycling of commercial mixed paper.
NOW, THEREFORE, THE TOWN COUNCIL OF THE TOWN OF LOS GATOS
DOES HEREBY RESOLVE AS FOLLOWS: that it approves and authorizes the Town
Manager to execute an Agreement substantially in the form of Exhibit "A" to this resolution with
Green Valley Disposal Company for a Six Month Commercial Mixed Paper Recycling Pilot
Program.
PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Los
Gatos, California, held on the 19th day of October, 1998, by the following vote:
COUNCIL MEMBERS:
AYES: Randy Attaway, Joanne Benjamin, Steven Blanton, Jan Hutchins,
Mayor Linda Lubeck.
NAYS: None
ABSENT: None
ABSTAIN: None
SIGNED:
MAYOR OF THE TOWN OF LOS GATOS
LOS GATOS, CALIFORNIA
ATTEST:
CLERK OF THE TOWN OF LOS'
GATOS
LOS GATOS, CALIFORNIA
CFFI('V jam' THF /TOWN Lam&
A
AGREEMENT BETWEEN THE TOWN OF LOS GATOS d
GREEN VALLEY DISPOSAL COMPANY, INC. FORRF.C�
COMMERCIAL MIXED PAPER RECYCLING SERVICMSO
THIS AGREEMENT is made and entered into this day of
, 1998, by and between the TOWN OF LOS GATOS (hereinafter referred
to as "Town "), a municipal corporation of the State of California, and GREEN VALLEY
DISPOSAL COMPANY, INC., (hereinafter referred to as "Contractor'), a California
corporation.
WHEREAS, pursuant to the Public Resources Code section 40057, the Town shall
provide for source reduction, recycling, and composting activities; and
WHEREAS, the State of California has recognized in Public Resources Code
section 40059 that Town may determine all aspects of solid waste handling which are of
local concern, including frequency of collection, methods of collection and transportation,
level of services, charges and fees, and has declared the Town may determine whether
any such services are to be provided by means of contracts, licenses, permits or other
means, and that Town may grant to others authorization to provide solid waste handling
services under such terms and conditions as Town may prescribe; and
WHEREAS, the State of California has found and declared in the enactment of
Public Resources Code and the Integrated Waste ManagementActof 1989 thatthe rapidly
increasing volume of solid waste resulting from population growth, industrial expansion and
other factors required an organized and comprehensive approach to solid waste
management; and
WHEREAS, Town desires to implement a 6 -month pilot recycling program for the
collection and recycling of commercial mixed paper for eligible commercial and industrial
users to include the collection, transportation, processing and marketing of commercial
mixed paper; and
WHEREAS, the City of Campbell is currently in the process of implementing this 6-
month pilot program for its commercial and industrial users; and
WHEREAS, if both Town and the City of Campbell implement this program,
Contractor will concurrently provide collection services to both jurisdictions; and
WHEREAS, Contractor currently provides other recycling services within Town
boundaries pursuant to that certain Agreement Between The Town of Los Gatos and
Green Valley Disposal Company, Inc. For Residential Curbside, Multi - Family and
Commercial Cardboard Recycling Services executed on August 8, 1994, which was
JPA \Agreements \LGMixed- Paper.fnl\ 10.13.98 1
subsequently assigned to the West Valley Solid Waste Management Authority ( "Authority ")
on April 2, 1998 (collectively referred to as the 'Recycling Agreement'); and
WHEREAS, Town and Contractor desire to enter into an agreement whereby
Contractor will perform the services necessary to implement the 6 -month pilot program for
the collection and recycling of commercial mixed paper.
NOW THEREFORE, in consideration of the promises, covenants and conditions set
forth in this Agreement, Town and Contractor do hereby agree as follows:
ARTICLE 1
DEFINITIONS
The definitions set forth in this Article 1 shall govern the interpretation of this Agreement.
1.1 Agreement
Agreement shall mean this Agreement between Town and Contractor for the
collection of Commercial Mixed Paper.
1.2 Authority
Authority shall mean the West Valley Solid Waste Management Authority which is
an agency created for the exercise of joint powers pursuant to Government Code section
6500 et seq. by Town and 3 other municipal corporations to manage and oversee the
collection and disposal of solid waste originating in the participating municipalities.
1.3 Collection Equipment
Collection Equipment shall mean the used vehicle purchased by Contractor to
provide services under the Program and the Recycling Containers.
1.4 Commercial Mixed Paper
Commercial Mixed Paper shall mean all mixed paperincluding magazines, catalogs,
envelopes, junk mail, brown kraft (grocery) bags and brown kraft paper, paperboard,
telephone books, and Office Pack Paper.
1.5 Contractor
Contractor shall mean Green Valley Disposal Company, Inc.
1.6 Holidav
Holiday shall mean January 1.
1.7 Office Pack Paper
Office Pack Paper shall mean white and colored ledger paper, old computer paper
and glossy (clay) coated paper, and excludes all paper made of groundwood.
JPA \Agreements \LGMixed- Paper.fnl \10.13.98 2
1.8 Program
Program shall mean the 6 -month pilot program for the collection and recycling of
Commercial Mixed Paper created by this Agreement and a similar agreement entered into
by Contractor and the City of Campbell.
1.9 Recycling Agreement
Recycling Agreement shall mean that certain Agreement Between The Town of Los
Gatos and Green Valley Disposal Company, Inc. For Residential Curbside, Multi - Family
and Commercial Cardboard Recycling Services executed on August 8, 1994, which was
subsequently assigned to Authority on April 2, 1998.
1.10 Recycling Container
Recycling Container shall mean new 96- gallon carts designed to hold Commercial
Mixed Paper and purchased by Contractor for this Program.
1.11 Service Recipients
Service Recipients shall mean Contractor's commercial and industrial customers
within Town that have signed up for this Program.
1.12 Town
Town shall mean the Town of Los Gatos.
1.13 Transformation
Transformation shall mean incineration, pyrolysis, distillation, gasification or
biological conversion other than composting.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES
2.1 Corporate Status
Contractor is a corporation duly organized, validly existing and in good standing
under the laws of the State of California. It is qualified to transact business in the State of
California and has the corporate power to own its properties and to carry on business as
now owned and operated and as required by this Agreement.
2.2 Corporate Authorization
Contractor has the authority to enter into and perform its obligations under this
Agreement. The Board of Directors of Contractor have taken all actions required by law,
its articles of incorporation, its bylaws and otherwise to authorize the execution of this
Agreement. The persons signing this Agreement on behalf of Contractor have authority
to do so.
JPA \Agreements \LGMixed - Paper, fnl\ 10. 13.98
ARTICLE 3
TERM OF PROGRAM
3.1 Effective Date
The effective date of this Agreement shall be the date first written above.
3.2 Term
The term of this Program shall be January 1, 1999, through June 30, 1999.
However, at the expiration of the term, Town and Contractor may enter into another
agreement to continue the Commercial Mixed Paper recycling services. Additionally, if the
Authority deems this Program to be beneficial to the Service Recipients and jurisdictions
represented by the Authority, the Authority and Contractor may elect to amend the
Recycling Agreement to include the collection of Commercial Mixed Paper. Such collection
would then occur within the jurisdictions which are represented by the Authority. This
Agreement shall automatically terminate upon the final execution of an amendment to the
Recycling Agreement to include collection of Commercial Mixed Paper.
ARTICLE 4
COLLECTION SERVICES
4.1 General Provisions
Beginning January 1, 1999, and continuing through the end of the term of this
Program, Contractor shall perform collection services as provided in this Agreement. The
work to be done by Contractor shall include furnishing all supervision, labor, materials,
equipment, tools, expertise and any other items necessary to perform the services
described herein. Contractor shall be responsible for providing all Service Recipients with
Recycling Containers and for collection and clean up of all Commercial Mixed Paper to
ensure that the affected area is free of all such material, except for improperly set out
material which has been properly left with a non - collection notice. All work shall be
accomplished in a thorough and professional manner and in accordance with the terms of
this Agreement.
Contractor shall be liable for the cost of repair of any damage to public or private
property that results from actions of Contractor or its employees, agents or subcontractors
while providing services specified herein. This includes damage caused by the Collection
Equipment.
4.2 Day and Time of Collection Service
Collection service will be provided to Service Recipients at least once a week
between the hours of 3:00 a.m. and 6:00 p.m., Monday through Friday.
4.3 Service Recipients
The Service Recipients of the Commercial Mixed Paper recycling service shall be
all Contractor's commercial and industrial customers who sign up for the Program with
1PA \Agreements \LGMixed- Paper.fnl \10.13.98 4
Contractor at any time during the Term. Town and Contractor acknowledge that during the
Term of this Program Service Recipients may terminate their service.
4.4 Ownership of Recyclables
Commercial Mixed Paper which has been properly prepared for collection shall
become the property of Contractor at the point that each Service Recipient deposits the
materials for recycling.
4.5 Non - Collection
Contractor shall not be required to collect any Commercial Mixed Paper that is not
placed in the Recycling Container. In the event of a non - collection, Contractor shall leave
a non - collection notice at the premises where the non - collection occurs and shall mark the
non - collection notice to show the date and time the notice is given, the complete address
of the premises, the reason for the non - collection, and the manner in which the materials
should be prepared for collection. Contractor shall leave the hard copy of the notice at the
premises and shall retain one copy for record purposes.
4.6 Unlimited Quantities and Recyclable Overages
In the event a Service Recipient has a greater quantity of Commercial Mixed Paper
than can be set out in the Recycling Container, the Service Recipient can contact
Contractor and request an additional Recycling Container which shall be provided at no
additional cost to the Town or Service Recipient, except as provided in Article 9. All
Commercial Mixed Paper must be placed in a Recycling Container for pick -up. Contractor
shall have no obligation to collect Commercial Mixed Paper which is not placed in a
Recycling Container. If any Commercial Mixed Paper is not placed in a Recycling
Container, Contractor shall leave a notice of non - collection as described in Article 4.5.
4.7 Missed Pick -Ups
The failure of Contractor to pick up Commercial Mixed Paper which has been set
out in the proper manner by a Service Recipient before midnight of the day prior to the
scheduled pick -up day shall be considered a missed pick -up. Contractor shall collect the
material within 24 hours of Contractor's receipt of notification of the missed pick -up, except
where collection on a Sunday or Holiday would be required, in which case, Contractor shall
collect the material on the next working day. If Contractor is notified of a missed pick -up
on the business day following the scheduled collection day for the Service Recipient and
such notification is made by 10:00 a.m. that day, Contractor shall collect the missed pick-
up on the day of notification. Contractor shall maintain a written record of all calls related
to missed pick -ups and the response provided by Contractor, and the record shall be made
available to Town upon request.
4.8 Personnel
Contractor shall furnish such qualified drivers, mechanical, supervisory, clerical and
other personnel as may be necessary to provide the services required by this Agreement
in a safe and efficient manner. All drivers shall be trained and qualified in the operation of
waste collection vehicles and shall have in effect a valid license, of the appropriate class,
JPA\Agreemen is \LGM fixed - Paper. fnl\ 10.13.98
issued by the California Department of Motor Vehicles. All drivers and other employees
who come in contact with the public shall be required to wear an identification badge or
other means of identifying the employee, as approved by the Town.
4.9 Permits and Licenses
Contractor shall obtain, and shall maintain throughout the term of this Program, all
necessary permits, licenses and approvals required for Contractorto perform the work and
services agreed to be performed by Contractor pursuant to this Agreement. Contractor
shall show proof of such permits, licenses or approvals and shall demonstrate compliance
with the terms and conditions of such permits, licenses and approvals upon the request of
Town.
4.10 Recyclables Disposable by Service Recipients
Nothing in this Agreement shall be construed as requiring Service Recipients to set
out Commercial Mixed Paper for collection by Contractor. Service Recipients may dispose
of Commercial Mixed Paper through other appropriate means, including, but not limited to,
taking Commercial Mixed Paper to drop -off facilities and donating or selling Commercial
Mixed Paper to private or public entities.
ARTICLE 5
COLLECTION EQUIPMENT
5.1 General Provisions
All Collection Equipment used by Contractor in the performance of services under
this Program shall be of the highest quality available in order to perform the quality of work
required. Contractor shall maintain Collection Equipment in a clean condition and in good
repair at all times. All parts and systems of the Collection Equipment shall operate properly
and be maintained in a condition satisfactory to Town. Contractor shall maintain sufficient
back -up Collection Equipment to ensure uninterrupted collection service during the term
of this Agreement.
5.2 Collection Vehicle
Contractor shall purchase a used vehicle solely for the collection of Commercial
Mixed Paper in Town and the City of Campbell. Solid waste and other recyclable materials
shall be collected separately. Said vehicle shall be registered with the California
Department of Motor Vehicles and shall have appropriate safety markings.
Contractor's name, telephone number and vehicle numbershall be visibly displayed
on both sides of the collection vehicle in letters and figures not less than 8 inches high.
The noise level generated by the collection vehicle using compaction mechanisms
during the stationary compaction process shall not exceed 75 decibels at a distance of 25
feet from the collection vehicle measured at an elevation of 5 feet above ground using the
"A" scale of a standard sound level meter at slow response.
JPA\Agreements \LGM fixed- Paper.fnl\ 10.13.98
Contractor shall obtain a certificate of compliance issued pursuant to Part 5 of
Division 26 of the California Health and Safety Code (Section 43000 et seq.) and the
regulations promulgated thereunder and /or safety compliance report issued pursuant to
Division 14.8 of the California Vehicle Code (Section 34500 et seq.) and the regulations
promulgated thereunder, as applicable to the vehicle.
5.3 Recycling Container
Contractor shall purchase carts Recycling Containers for Service Recipients to
dispose of the Commercial Mixed Paper. Prior to the beginning of the term of the Program,
Contractor shall purchase 400 Recycling Containers anticipated to be used by commercial
and industrial users in Town and the City of Campbell. Throughout the term of the
Program, Contractor will purchase up to an additional 100 Recycling Containers on an as
needed basis.
ARTICLE 6
RECYCLABLES PROCESSING AND MARKETING
6.1 Processing Facility
All Commercial Mixed Paper shall be delivered to a properly licensed processing
facility. Except for residual material left after processing, no Commercial Mixed Paper shall
be disposed in a landfill.
6.2 Transformation of Recyclables
Contractor acknowledges that the California Integrated Waste Management Act of
1989 requires solid waste diversion from landfill disposal, and that transformation, as
defined in Public Resources Code section 40201, is not an acceptable method for meeting
said diversion requirements. Contractor shall not process by means of transformation any
Commercial Mixed Paper collected underthe Program, nor shall Contractor ship, transport,
deliver or otherwise make available any such Commercial Mixed Paper to any person for
the purpose of transformation without the express prior written consent of Town.
6.3 Marketing of Recyclables
Contractor shall market all Commercial Mixed Paper collected under the Program
in accordance with Contractor's most current Marketing Plan approved by Town.
Preparation for market shall include, but not be limited to, processing such as hand sorting,
mechanically separating materials based on physical properties, baling, crushing,
densifying, briquetting, aggregating into economically attractive shipment sizes or other
activities typically conducted by the recycling industry.
6.4 Right to Direct Recyclables
Town reserves the right to direct that a portion of, or all of, any Commercial Mixed
Paper collected under this Program be delivered to a specific purchaser and location
designated by Town. In the event that Town exercises this right, Contractor shall add to
the monthly compensation as described in Article 9the reasonable incremental hauling and
processing costs, or subtract from the monthly compensation the reasonable savings in
IPA \Agreements \LGMixed- Paper.fnl \10.13.98 7
hauling and processing costs. Town shall have the right to review and approve
Contractor's reported incremental costs or savings for reasonableness and accuracy.
ARTICLE 7
ADDITIONAL SERVICES
7.1 Cost of Recycling Service
Collection under the Program shall be performed at no additional cost to Service
Recipients during the term of the Program. However, if Town and Contractor agree to
extend the Program beyond the 6 -month period or Contractor and Authority enter into an
agreement to extend the Program to all jurisdictions represented by Authority, Service
Recipients maybe charged for the cost of collection underany such agreement negotiated
between the parties. In no event shall Town be required to pay more than once for the
same service provided under multiple contracts.
7.2 Public Education
Contractor shall prepare and distribute public education materials to all commercial
and industrial users at least two times prior to January 1, 1999, and at least two times
during the term of the Program. These public education materials shall be approved by
Town prior to distribution. Such materials shall be inserted in the bills for other collection
services.
ARTICLE 8
REPORTING REQUIREMENTS
8.1 General Reporting Requirements
Contractor shall submit monthly reports to Town containing the number of
participants in the Program, the number of new starts, weekly participation rates, number
of tons collected, price perton paid and received at the processing facility, public education
activities completed, and any significant issues addressed during the month.
8.2 Contractor's Records
Contractor shall maintain any and all ledgers, books of account, invoices, vouchers,
canceled checks, and other records and documents evidencing or relating to charges for
services, expenditures and disbursements, or performance for a minimum of three (3)
years, or for any longer period required by law.
Any records or documents required to be maintained pursuant to this Agreement
shall be made available for inspection or audit, at any time during regular business hours,
upon written request by Town. Copies of such documents shall be provided to Town for
inspection at Town Hall when it is practical to do so. Otherwise, unless an alternative is
mutually agreed upon, the records shall be available at Contractor's address indicated for
receipt of notices in this Agreement.
IPA \Agreements \LGMixed- Paper.fnl\ 10.13.98
ARTICLE 9
COMPENSATION
The total cost of this Program for Town and the City of Campbell shall be
$53,358.00. Based on its proportion of commercial and industrial users, Town's allocation
of cost is 32% or $2,846.00 for each month of the Program. The commercial and industrial
users in the City of Campbell comprise 68% of the cost of the Program, for a cost of
$6,047.00 for each month of the Program.
Contractor shall bill Town an amount of $2,846.00 at the beginning of each month
during the Term to cover the costs of this Program for Town. Town agrees to pay
Contractor for the performance of the services, work and duties, subject to and performed
in connection with the Agreement a sum of money not to exceed the amount set forth in
this Agreement. These payments are made on a monthly basis. The statement or
statements requesting payment shall be in a form approved by Town, and Contractor shall
specify the services performed by Contractor during the month for which payment is
sought.
It shall be the policy of Town to pay promptly (net 30 days) all bills which become
due and payable by Town. Payments to Contractor shall be made 30 days after receipt
by Town of the monthly invoices. Contractor's invoice must be mailed to the Town of Los
Gatos, Accounts Payable at P.O. Box 949, Los Gatos, California 95031, and must include
Town's purchase order number. Town will determine whether payment can be made under
the Agreement and may rely upon the certification of Contractor that items appearing on
the statement and its supporting data are eligible items under the Program. However, no
such determination shall constitute a waiver by Town of its right to recoverfrom Contractor
all monies paid on items that were not eligible for payment under the Program and the
Agreement. The total amount of payments made to Contractor shall be distributed as
shown in this section.
If Contractor purchases additional Recycling Containers as described in Section 5.3,
Contractor shall add the monthly depreciation and interest expense, if any, to the monthly
program cost in the month following the purchase. Depreciation shall be calculated on a
straight -line basis using a 10 -year life. The additional monthly depreciation and interest
expense shall not exceed $78.00 during the Term.
ARTICLE 10
INDEMNIFICATION AND INSURANCE
10.1 Indemnification
Contractor shall indemnify and hold harmless Town, and its agents, employees,
partners, shareholders, officers, directors, invitees, and independent contractors
(collectively "Agents ") of Town against and from any and all claims, liabilities, judgments,
costs, demands, causes of action and expenses (including, without limitation, reasonable
attorneys' fees) arising or resulting from any work or services performed by Contractor or
JPA\Agreements \LGMixed- Paper.fnt \10.13.98 9
its agents, subcontractors, directors, officers, employees or representatives pursuant to this
Agreement, or which results from any non - compliance with any laws respecting the
collection, transportation, processing ordisposal of Commercial Mixed Paper. If any action
or proceeding is brought against Town by reason of any such claim, upon notice from
Town, Contractor shall defend the same at Contractor's expense by counsel reasonably
satisfactory to Town.
10.2 Insurance
Prior to the commencement of this Program, Contractor shall name Town as an
additional insured on its existing liability and worker's compensation insurance policy as
required by Article,16 of the Recycling Agreement by issuing a certificate in the name of
Town. Contractor shall submit a copy of such certificate to Town in a form satisfactory to
Town prior to commencement of the Program.
ARTICLE 11
CONTRACTOR DEFAULT AND TOWN REMEDIES
Town may terminate this Agreement upon Contractor's default of any material duty
or obligation of Contractor under this Agreement and Contractor's failure to cure such
default within 30 calendar days of Town's written notice of such default. If the default is
not capable of cure within 30 days, Contractor shall provide written notice to Town together
with a schedule of cure within 15 calendar days of Town's notice of default, shall begin
action to cure the default within said 30 calendar days and shall diligently proceed to cure
the default. Town may accept Contractor's schedule of cure, may make a written demand
that Contractor cure the default within a time period set by Town, or may terminate this
Agreement at the end of the 30 day default period and contract with another service
provider.
ARTICLE 12
TERMINATION
12.1 Termination by Town
If at any point, Town determines the Program is ineffective, inefficient or cost
prohibitive, Town shall be able to terminate the Program upon 7 days written notice. Upon
termination, Contractorwill be entitled to compensation for all services properly conducted
prior to termination.
12.2 Disposition of Collection Equipment Upon Termination
If both Town and the City of Campbell terminate the Program and the Authority
elects not to extend the Program to all represented jurisdictions, Contractor shall sell the
Collection Equipment and receive from Town, in proportion to Town's commercial and
industrial users (32 %), the difference between the undepreciated capital cost of the
Collection Equipment, using a 5 -year useful life, and the proceeds for the sales of such
Collection Equipment. In no event shall this difference exceed Town's share (32 %) of the
total invested capital, which the parties agree is $26,880.00. No sale shall occur without
JPA\Agreements \LGMi xed- Paper. fnl\ 10.13.98 10
the prior written consent of Town, which shall not be unreasonably withheld. Contractor
may elect to retain the Collection Equipment, but will not be compensated by Town for
such equipment.
If the Authority elects to extend this Program to its represented jurisdictions,
Contractor shall use the Collection Equipment acquired for Town and the City of Campbell
to provide services to the Authority.
ARTICLE 13
GENERAL PROVISIONS
13.1 Exclusive Privilege
Town grants to Contractor the exclusive privilege to perform the collection services
described in this Agreement to Service Recipients for the term of this Program, except as
provided in Section 4.10, unless Town terminates the Program in the manner outlined in
Article 12.
13.2 Independent Contractor
In the performance of services pursuant to this Agreement, Contractor shall be an
independent contractor and not an officer, agent, servant or employee of Town. Contractor
shall have exclusive control over the details of the services and work performed and over
all persons performing such services and work. Contractor shall be solely responsible for
the acts and omissions of its officers, agents, employees, contractors, and subcontractors,
if any.
13.3 Law to Govern
The law of the State of California shall govern the rights, obligations, duties and
liabilities of Town and Contractor under this Agreement and shall govern the interpretation
of this Agreement.
13.4 Venue
Any litigation between Town and Contractor concerning or arising out of this
Agreement shall be filed and maintained exclusively in the Municipal or Superior Courts
of Santa Clara County, State of California, or in the United States District Court for the
Northern District of California to the fullest extent permissible by law.
13.5 Assignment
Except as provided in section 13.6, neither party shall assign its rights nor delegate
or otherwise transfer its obligations under this Agreement to any other person or entity
without the prior written consent of the other party. Any such assignment made without the
consent of the other party shall be void and the attempted assignment shall constitute a
material breach of this Agreement.
JPA\Agreements \LGMi xed- Paper.fnl\ 10.13.98 11
13.6 Subcontracting
The use of a subcontractor to perform services under this Agreement shall not
constitute delegation of Contractor's duties, provided that Contractor has received the prior
written authorization of Town to subcontract such service and Town has approved the
subcontractor who will perform the service. Contractor shall be responsible for directing
work of Contractor's subcontractors and any compensation due or payable to Contractor's
subcontractors shall be the sole responsibility of Contractor. Town shall have the right to
require the removal of any approved subcontractor for reasonable cause.
13.7 Binding on Successors
The provisions of this Agreement shall inure to the benefit of and be binding on the
successors and permitted assigns of the parties.
13.8 Compliance with Law
In the performance of this Agreement, Contractor shall comply with all applicable
laws, regulations, ordinances and codes of the federal, state and local governments,
including, without limitation, the Municipal Code of Town.
Town shall provide written notice to Contractor of any planned amendment to the
Municipal Code which would substantially affect the performance of Contractor's services
pursuant to this Agreement.
13.9 Notices
Any notice, request, demand, instruction or other communication to be given to
either party hereunder shall be in writing and shall either be (a) hand - delivered, (b) sent by
Federal Express or a comparable overnight mail service, or (c) mailed by U.S. registered
or certified mail, return receipt requested, postage prepaid, or (d) sent by telephone
facsimile transmission provided that an original copy of the transmission shall be mailed
by regular mail, to Town and Contractor at their respective addresses set forth below.
Notice shall be deemed to have been given upon receipt or refusal of delivery of said
notice. The addresses and addresses for the purpose of this section may be changed by
JPA\ Agreements \LGMixed- Paper.fnl \10.13.96 12
giving notice. Unless and until such written notice is received, the last addressee and
address stated shall be considered in effect for all purposes hereunder.
Town:
Town of Los Gatos
208 E. Main Street
Los Gatos, CA 95031
Attn: Community Services Director
Tel: (408) 354 -6820
Fax: (408) 395 -8640
With a Courtesy Copies to:
LAW OFFICES
OF ROBERT J. LOGAN
255 W. Julian Street, Suite 302
San Jose, CA 95110
Attn: Robert J. Logan
Tel: (408) 287 -2156
Fax: (408) 280 -1749
L. Scott Hobson
Executive Director
West Valley Solid Waste
Management Authority
2201 Walnut Ave., Suite 280
Fremont, CA 94538
Tel: (510) 713 -3274
Fax: (510) 713 -3294
Contractor:
Green Valley Disposal Company, Inc.
573 University Ave.
Los Gatos, CA 95030
Attn: General Manager
Tel: (408)
Fax: (408) 354 -2101
13.10 Amendment
This Agreement may be amended or modified only by written agreement duly
authorized by Contractor and the Town Council and executed by their authorized
representatives.
13.11 Severability
If any section, subsection, sentence, clause, phrase or portion of this Agreement is
for any reason held invalid or unconstitutional by any court of competent jurisdiction such
portion shall be deemed a separate, distinct and independent provision of such Ordinance
and shall not affect the validity of the remaining portions thereof.
7PA \Agreements \LGMixed- Paper.fnl \i 0. 13.98 13
13.12 Entirety
This Agreement represents the entire agreement of Town and Contractor with
respect to the services to be provided under this Agreement. No prior oral or written
statement or proposal shall alter any term or provision of this Agreement.
13.13 Costs and Attorney's Fees
If either party institutes an action to enforce or interpret the terms of this Agreement,
the losing party shall pay to the prevailing parry the reasonable attorney's fees and costs
of the prevailing party, including fees incurred in any appeal.
13.14 Counterparts
This Agreement may be executed in counterparts, each of which shall be deemed
an original, but which together shall constitute one instrument.
IN WITNESS WHEREOF, the undersigned have entered into this Agreement as of
the date first written above.
TOWN:
TOWN OF LOS GATOS, a municipal
corporation
By:_
Name:
Its:
Date:
Attest:
0
Name:
Town Clerk
JPA\Agmementr\LGMixed- Paper.fnl \10.13.98 14
CONTRACTOR:
GREEN VALLEY DISPOSAL
COMPANY, NC., a California
Corporation
By: y%� �t
Name: �� �, l t? u CA, e-e
Its:
Date: / ol/ lqj-,�