HomeMy Public PortalAbout2013.132 (10-07-13)RESOLUTION NO. 2013.132
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD
AWARDING AN EXCLUSIVE FRANCHISE AGREEMENT TO WASTE
RESOURCES, INC. TO PROVIDE SOLID WASTE HANDLING SERVICES AND
AUTHORIZING THE MAYOR TO EXECUTE THE AGREEMENT
WHEREAS, on September 3, 2013, the City Council adopted Resolution
No. 2013 -118 awarding an exclusive franchise agreement for the collection,
disposal and processing of solid waste (the "Franchise Agreement ") to Waste
Resources, Inc. ( "Contractor "); and
WHEREAS, a dispute arose between Contractor and the City of Lynwood
( "City ") regarding the Franchise Agreement terms; and
WHEREAS, on October 1, 2013, at a Special Meeting, the City Council
adopted a Resolution, Resolution No. 2013 -131 rescinding the award of the solid
waste franchise to Contractor and the related Resolution adopted at the
September 3, 2013 meeting, and
WHEREAS, on October 7, 2013, the City Council held a Special Meeting
to again consider the award of an exclusive solid waste franchise agreement;
and
WHEREAS, at the October 7, 2013, the City Council resolved to grant the
franchise to Contractor, with certain modifications to the previously awarded
Franchise Agreement ( "New Franchise Agreement "), provided that Contractor
execute the New Franchise Agreement within twenty -four (24) hours of the City
Council's adoption of this Resolution (by i.e., 7:30 p.m. on October 8, 2013), and
further provided that the New Franchise Agreement would be in a format
substantially similar to the Franchise Agreement approved by the City Council at
the September 3, 2013 meeting excepting for the following modifications: (1) the
City agreeing to bill residential customers who receive cart service; (2) Contractor
agreeing to pay the City $10,000 per year in exchange for the City billing said
customers, and (3) Contractor agreeing to pay $50,000 per day in liquidated
damages for each day Contractor cannot perform in the event Contractor is
unable to implement the New Franchise Agreement as of November 1, 2013; and
WHEREAS, the Council further resolved that in the event WRI did not
execute the New Franchise Agreement, with the terms as noted above, by 7:30
p.m. on October 8, 2013, City Staff was directed to negotiate an extension of the
existing solid waste franchise with CDS, and
WHEREAS, Public Resources Code section 49300 requires the City
Council to approve the terms of the proposed New Franchise Agreement with
Contractor for providing solid waste handling services pursuant to a Resolution.
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES )
I, the undersigned City Clerk of the City of Lynwood, do hereby certify that
the above and foregoing Resolution was duly adopted by the City Council of the
City of Lynwood at a special meeting held in the City Hall of said City on the 7th
day of October, 2013, and passed by the following vote:
AYES: COUNCIL MEMBERS CASTRO, MORTON, RODRIGUEZ AND
ALATORRE
NOES: COUNCIL MEMBER SANTILLAN -BEAS
ABSENT: NONE
ABSTAIN: NONE
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES )
I, the undersigned City Clerk of the City of Lynwood, and Clerk of the City
Council of said City, do hereby certify that the above and forgoing is a full, true
and correct copy of Resolution No. 2013.132 on file in my office and that said
Resolution was adopted on the date and by the vote therein stated. Dated this 7th
day of October, 2013.
AGREEMENT.
BETWEEN
CITY OF LYNWOOD
AND
WASTE RESOURCES, INC.
FOR
SOLID WASTE HANDLING SERVICES
EFFECTIVE NOVEMBER 1, 2013
'CABLE OF CONTENTS
tim
SECTION I. RECITALS ............................................................................. ..............................2
SECTION 2.
DEFINIT IONS ........................................................................
..............................2
2.1
AB 341 ....................................................................................
..............................2
2.2
AB 939 ....................................................................................
..............................2
2.3
Affiliate ...................................................................................
..............................2
2.4
Animal Waste ..........................................................................
..............................2
2.5
Applicable Law .......................................................................
..............................3
2.6
Billings ....................................................................................
..............................3
2.7
Bins .........................................................................................
..............................3
2.8
Bulky Items .............................................................................
..............................3
2.9
Cart ..........................................................................................
..............................3
2.10
City ..........................................................................................
..............................3
2.11
City Council ............................................................................
..............................4
2.12
City Limits ..............................................................................
..............................4
2.13
City Manager ..........................................................................
..............................4
2.14
Collect / Collection ...................................................................
..............................4
2.15
Commercial Premises .............................................................
..............................4
2.16
Container .................. .........................................................
..............................4
2.17
Contractor ...............................................................................
..............................4
2.18
Customer .................................................................................
..............................4
2.19
Dwelling Unit ..........................................................................
..............................5
2.20
Effective Date .........................................................................
..............................5
2.21
Environmental Laws ...............................................................
..............................5
2.22
Franchise Area ........................................................................
..............................5
2.23
Franchise Fee ..........................................................................
..............................5
2.24
Green Waste ............................................................................
..............................5
2.25
Gross Receipts ........................................................................
..............................5
2.26
Hazardous Substance ..............................................................
..............................6
2.27
Hazardous Waste ....................................................................
..............................6
2.28
Multi - Family Dwelling ...........................................................
..............................6
2.29
Municipal Code .......................................................................
..............................7
2.30
Person ......................................................................................
..............................7
2.31
Premises ..................................................................................
..............................7
2.32
Recyclable Material ................................................................
..............................7
233
Residential Premises ...............................................................
..............................7
2.34
Rolloff Box .............................................................................
..............................7
2.35
Senior Citizen ..........................................................................
..............................7
2.36
Single Family Dwelling ..........................................................
..............................7
2.37
Solid Waste .............................................................................
..............................8
2.38
Solid Waste Handling Services ...............................................
..............................8
2.39
Special Wastes ........................................................................
..............................8
2.40
Temporary Service ..................................................................
..............................8
2.41
Tenn ........................................................................................
..............................8
29
2.42 Transformation
rage
.............. 8
SECTION 3. GRANT OF EXCLUSIVE FRANCHISE FOR SOLID WASTE
HANDLING SERVICES FROM ALL RESIDENTIAL AND
COMMERCIAL PREMISES, AND FOR PROVIDING
TEMPORARY SOLID WASTE HANDLING SERVICE ..... ..............................8
3.1 Scope of Franchise .................................................................. ..............................8
3.2 Matters Excluded from Scope of Franchise ............................ ..............................9
SECTION 4. ENFORCEMENT OF EXCLUSIVITY .............................. ............................... 10
SECTION 5. ACCEPTANCE; WAIVER ................................................... .............................10
SECTION6. "TERM .................................................................................... .............................10
SECTION 7.
CONDITIONS TO EFFECTIVENESS OF AGREEMENT . .............................11
7.1
Accuracy of Representation ................................................. ...............................
11
7.2
Absence of Litigation ........................................................... ...............................
11
7.3
Furnishing of Insurance, Bond, Letter of Credit, and Corporate
Guarantee............................................................................... .............................11
7.4
Effectiveness of City Council Act ion .................................... .............................11
7.5
Payment of Fees and Costs .................................................... .............................11
SECTION 8.
SOLID WASTE HANDLING SERVICES PROVIDED BY
CONTRACTOR.................................................................... .............................12
8.1
General ................................................................................... .............................12
8.1.1 Equipment .................................................................. .............................12
8.1.2 Disposal and Processing Facilities ............................. .............................12
8.1.3 Performance Standards .............................................. .............................12
8.1.4 Noise and Disruption ............................................... ...............................
12
8.1.5 Collection Times ........................................................ .............................12
8.1.6 Collection Schedule ................................................... .............................13
8.1.7 Commingling of Routes ............................................. .............................13
8.1.8 Replacement of Containers ........................................ .............................13
8.1.9 Contractor's Containers. ...............................................................
.......... 13
8.1.10 Missed Pick - ups ....................................................... ...............................
15
8.1.1 1 Record of Non - collection ......................................... ...............................
15
8.2
Residential Solid Waste Handling Service .......................... ...............................
15
8.2.1 Single Family Dwellings — Automated Collection .... .............................15
8.2.2 Alternate Cart Sizes ................................................... .............................16
8.2.3 Single Family Dwellings — Senior Citizen Service .. ...............................
16
8.2.4 Walk -Out Service ....................................................... .............................16
8.2.5 Recycling for Single Family Dwellings ..................... .............................17
8.2.6 Curbside Grease Collection Program ......................... .............................17
8.2.7 Green Waste Collection for Single Family Dwellings ...........................17
8.2.8 Multi - Family Dwelling Customers .......................... ...............................
17
8.2.9 Multi- Family Dwelling Recycling Program .............. .............................18
Paso
8.2.10
Bulky Item Service for Single Family Dwellings ...... .............................18
8.2.11
Bulky Item Service for Multi - Family Dwellings ....... .............................19
8.2.12
Multi - Family Dwelling Bulky Item Bins ................... .............................19
8.2.13
Bulky Item Diversion ................................................. .............................19
8.2.14
Proper Handling of Bulky Items ................................ .............................20
8.2.15
Residential Sharps Collection Program ..................... .............................20
8.2.16
Residential Non - Controlled Medication Collection Program .................20
8.2.17
Residential Drop Off of HHW, Universal Waste and E- Waste ..............
20
8.3
Commercial Solid Waste Handling Services.........., .............. .............................20
8.3.1
Commercial Bins and Rolloff Boxes ......................... .............................20
8.3.2
Commercial Carts ...................................................... .............................21
8.3.3
Commercial Bulky Item Service ................................ .............................21
8.3.4
Commercial Recycling Services ................................ .............................21
8.3.5
Scout Services ............................................................ .............................22
8.4
Other Collection Programs As May Be Required by Law .... .............................22
8.5
Temporary
Services ............................................................... .............................22
8.6
Recycling
Obligations and Public Education Program .......... .............................23
8.6.1
Minimum Requirements for Collection of Recyclable Materials,
Green Waste and Rolloff Boxes ................................ .............................23
8.6.2
Extent of Applicable Franchise Rights ...................... .............................23
8.6.3
AB 939 Obligations, Guarantee, and Indemnification ............................23
8.6.3.1 Warranties and Representations ......... .............................23
8.6.3.2 Mutual Cooperation ........................... .............................24
8.6.3.3 Waste Reduction and Program Implementation .............24
8.6.3.4 Guarantee and Indemnification .......... .............................24
8.6.4
Waste Generation /Characterization Studies .............. .............................25
8.6.5
Implementation of Additional Diversion Services .... .............................25
8.7
Additional Services... ..........................................................................................
26
8.7.1
Monitoring and Cleaning of Bin Enclosures ............. .............................26
8.7.2
Public Service Calls From City Departments ............ .............................26
8.7.3
Collection at City Sponsored Events ......................... .............................26
8.7.4
Recycling Assistance for Special Events ................... .............................26
8.7.5
City -Wide Sweep Program for Bulky It ems .............. .............................27
8.7.6
Abandoned Item Collection ....................................... .............................27
8.7.7
Hol iday' I' rces ............................................................. .............................27
8.7.8
Handling of Electronic Waste .................................... .............................27
8.7.9
Battery Drop Off Program ......................................... .............................28
8.7.10
Curbside Motor Oil Collection Program .................... .............................28
8.7.11
Block Watch Program ................................................ .............................28
8.7.12
City -Wide Clean Up Events ....................................... .............................28
8.7.13
Services for Public Trash Cans Along Streets and at Bus Stops ............28
8.8
Special
Services ..................................................................... .............................29
SECTION 9.
MINIMUM STANDARDS FOR CONTRACTOR'S SOLID WASTE
HANDLING SERVICE COLLECTION VEFIICLES .......... .............................29
9.1
General
................................................................................... .............................29
9.2
Air Quality /Fuel Requirements .............................................. .............................29
Page
9.3 Purchase of New Vehicles ..................................................... .............................30
9.4 Specific Requirements ........................................................... .............................30
9.5 Costs of Operation and Damages ........................................... .............................32
9.6 City Inspection ....................................................................... .............................32
9.7 Correction of Defects and Removal of Vehicles from Use within City .............32
SECTION 10. CONTRACTOR'S SOLID WAS'T'E HANDLING SERVICE
PERSONNEL........................................................................ .............................32
10.1 Uniforms ................................................................................ .............................32
10.2 Identification of Employees ................................................... .............................33
10.3 Employee List ........................................................................ .............................33
10.3.1 Local Hiring ................................................................ .............................33
10.4 Driver's License ............................................. ...............................
10.5 Screening of Field Employees ....................... ...............................
10.6 Discontinued Use of Unsatisfactory Employees ...........................
10.7 Training and Legal Compliance ..................... ...............................
10.8 Customer Service ........................................... ...............................
10.8.1 Local Office; Local Participation ....... ...............................
10.8.2 Telephone Customer Service Requirements .....................
10.8.2.1 "Coll Free N umber ....... ...............................
10.8.2.2 Call Responsiveness. .................................
10.8.3 Complaint Documentation ................. ...............................
10.8.4 Resolution of Customer Complaints .. ...............................
10.8.5 Government Liaison ........................... ...............................
10.9 Education and Public Awareness... ...............................................
10.9.1 General ............................................... ...............................
10.9.2 Written Program Materials ................ ...............................
10.9.3 Public Outreach .................................. ...............................
10.9.4 On -going Education Requirements .................. I................
10.9.4.1 Annual Notices ........... ...............................
10.9.4.2 How -To Brochure ...... ...............................
10.9.4.3 Corrective Action Notice ..........................
10.9.4.4 Contractor Representative .........................
10.9.4.5 Web Site P age ............ ...............................
SECTION 11
11.1
11.2
11.3
11.4
11.5
11.6
11.7
11.8
11.9
..................... 33
..................... 33
..................... 33
..................... 34
..................... 34
..................... 34
..................... 34
..................... 34
..................... 34
..................... 35
..................... 35
..................... 35
..................... 36
..................... 36
..................... 36
..................... 36
..................... 36
..................... 36
..................... 37
..................... 37
..................... 37
..................... 37
CONTRACTOR'S CONSIDERAT ION ................. ...............................
Reimbursement of Negotiation Costs.., ............................. I ...................
Administrative Cost Reimbursement ....................................... ........ I. ..
FranchiseFee .......................................................... ...............................
11.3.1 Initial Franchise Fee .................................... ...............................
11.3.2 Monthly Franchise Fee ............................... ...............................
AdministrativeFee .................................................. ...............................
Services at City Facilities ........................................ ...............................
Recyclable Materials Revenue Sharing .................. ...............................
Annual Contribution to Community Programs ....... ...............................
Los Angeles Regional Agency Fee ......................... ...............................
Reimbursement of Audit Fees ................................ ...............................
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........37
........37
........38
........38
........38
........38
........39
........39
........ 39
........39
........40
Page
1 1.10
Residential Billing Payment .................................................. .............................40
SECTION 12.
CHARGE FOR LATE PAYMENTS ..................................... .............................40
SECTION 13.
CONTRACTOR'S BILLING SERVICES AND SYSTEMS .............................40
13.1
Rates For Services .................................................................. .............................40
13.2
Billing Services Provided by City for Customers at Single and Multi -
FamilyDwellings ................................................................... .............................41
13.2.1 General ....................................................................... .............................41
13.2.2 Refunds for Vacant Properties ................................... .............................41
13.2.3 Contractor's Billing Reports ...................................... .............................41
13.2.3.1 Monthly Reporting ............................. .............................41
13.2.3.2 Notices to City Regarding Service Changes ...................42
13.3
Direct Billing by Contractor .................................................. .............................43
13.3.1 General ....................................................................... .............................43
13.3.2 Unoccupied Premises ................................................. .............................43
13.4
Suspension of Service Due to Non - Payment ......................... .............................43
13.5
Minimum Requirements for Billing Statements .................... .............................44
13.6
Billing System ........................................................................ .............................45
13.6.1 Computerization of Account Informat ion .................. .............................45
13.6.2 Minimum Computer Programming Requirements .... .............................45
13.6.3 Billing Inquiries ......................................................... .............................45
13.6.4 Distribution of Public Information ............................. .............................45
13.7
Payment, Accounting Syst ems ............................................... .............................46
13.7.1 Collection and Processing of Payments ..................... .............................46
13.7.1.1 Accounting and Deposit of Funds ...... .............................46
13.7.1.2 Allocation of Funds ............................ .............................46
SECTION 14.
FAITHFUL PERFORMANCE .............................................. .............................46
14.1
Surety ..................................................................................... .............................46
14. 1.1 Forfeiture of Surety .................................................... .............................46
14.1.2 Use of Surety by City ................................................. .............................47
14.2
Replacement Letter of Credit ................................................. .............................47
SECTION 15.
INSURANCE COVERAGE .................................................. .............................47
15.1
Minimum Scope of Insurance ................................................ .............................47
15.2
Minimum Limits of Insurance ............................................... .............................48
15.2.1 Comprehensive General Liability .............................. .............................48
15.2.2 Automobile Liability .................................................. .............................48
15.2.3 Workers' Compensation and Employers Liability ..... .............................48
15.3
Deductibles and Self- Insured Retentions ............................... .............................48
15.4
Other Insurance Provisions .................................................... .............................48
15.4.1 General Liability and Automobile Liability Coverage ...........................48
15.4.2 Workers' Compensation and Employers Liability Coverage ..................49
15.4.3 All Coverages ............................................................. .............................49
15.5
Acceptability of I nsurers ........................................................ .............................49
15.6
Verification of Coverage ........................................................ .............................49
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15.7 Loss or Reduction in Insurance ............................
SECTION 16. ASSIGNMENT, SUBLETTING, AND TRANSFER;
REQUIREMENTS AND LIMITATIONS ...........................
16.1 General ................................................... ...............................
16.2 Assignment to be Broadly interpreted ... ...............................
16.3 Nature of Agreement — Personal to Contractor .....................
16.4 Procedure for Consideration of Assignment .........................
16.5 Representation of No Pending Assignment ..........................
Em .
49
SECTION 17. REVIEW OF SERVICES AND PERFORMANCE ..........................
17.1 Performance Hearing .......................................... ...............................
17.2 Performance Satisfaction Survey ........................ ...............................
SECTION 18. CITY'S REMEDIES; DEFAULT AND TERMINATION ...........................
18.1 Notice of Default .......................................................:..... . .I..................I..........
18.2 Failure to Cure ................................................................ ...............................
18.3 Review by City Manager ................................................ ...............................
18.4 City Council Review ....................................................... ...............................
18.5 Performance During Reviews ......................................... ...............................
18.6 Termination without Right to Cure ................................. ...............................
18.7 Liquidated Damages .................................................. ...............................
18.7.1 General ........................................................... ...............................
18.7.2 Service Performance Standards and Agreement Implementation;
Liquidated Damages for Failure to Meet Standards and Achieve
Implementation Date ...................................... ...............................
18.7.3 Calculations for Liquidated Damages ............ ...............................
18.7.3.1 Agreement Implementation ... ...............................
18.7.3.2 Collection Reliability ............. ...............................
18.7.3.3 Collection Quality .......................... I......................
18.7.3.4 Customer Responsiveness ...... ...............................
18.7.3.5 Timeliness of Submissions to City .......................
18.7.4 Process for Assessment of Liquidated Damages ..........................
18.7.5 Timing of Payment ........................................ ...............................
..52
.. 52
..53
.....53
...53
.....53
.....54
.....54
..... 54
.....54
.....55
..... 55
..........56
.......... 56
..........56
..........57
..........57
.......... 57
..........58
..........58
..........58
SECTION 19. CONTRACTOR'S REMEDIES; ADMINISTRATIVE HEARING ..................59
19.1 Administrative Hearing .......................................................... .............................59
19.2 Other Remedies; Claims ........................................................ ...:.........................59
19.3 Actions for Damages .............................................................. .............................59
SECTION 20. CITY'S ADDITIONAL REMEDIES .................................... .............................59
SECTION 21. RIGHTS OF CITY TO PERFORM DURING EMERGENCY .........................60
21.1 Provision of Service ............................................................... .............................60
21.2 Possession of Equipment ....................................................... .............................60
21.3 Exclusions from Right to Possession of Equipment without
Compensation... .............................................................................. ............. ..... 60
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Page
SECTION22.
PRIVACY ..............................................................................
......................:......60
SECTION 23.
REPORTS AND ADVERSE INFORMATION ....................
.............................61
23.1 -
Monthly Reports ....................................................................
.............................61
212
Quarterly Reports ...................................................................
.............................61
23.3
Annual Reports ......................................................................
.............................62
23.4
Number of Reports .................................................................
.............................62
23.5
Adverse Information ..............................................................
.............................62
23.6
Disaster Plan ..........................................................................
.............................63
23.7
Failure to Report .....................................................................
.............................63
SECTION 24:
COMPENSATION ................................................................
.............................63
24.1
Contractor Rates .....................................................................
.............................63
24.2
Resolution of Disputes Regarding Rate Adjustments ............
.............................64
24.3
Annual Residential Rate Adjustments ...................................
.............................64
24.4
Annual Consumer Price Index Adjustments ..........................
.............................64
24.5
Limitations to Annual CPI Adjustments ................................
.............................64
24.5.1 Three Percent (3 %) Cap .............................................
.............................64
24.5.2 Compliance with Agreement .....................................
.............................65
24.6
Discretionary Adjustments .....................................................
.............................65
24.7
Grants .....................................................................................
.............................65
SECTION 25.
IDENTIFICATION 017 CONTRACTOR .............................
.............................66
SECTION 26.
INDEMNIFICATION ............................................................
.............................66
26.1
General ...................................................................................
.............................66
26.2
Hazardous Substances Indemnification .................................
............:................67
SECTION 27.
CONTRACTOR'S BOOKS AND RECORDS; AUDITS ......
..............'..............68
27.1
Maintenance and Inspection of Records ................................
.............................68
27.2
CERCLA Defense Records .....................................................
.............................69
27.3
Ongoing Compliance Review ................................................
.............................69
27:4
Audits .....................................................................................
.............................69
27.4.1 Examination of Services ............................................
.............................69
27.4.2 Route Audit ................................................................
.............................70
SECTION 28. TRANSITION OBLIGATIONS
SECTION 29. GENERAL PROVISIONS ......... I...
29.1 Force Majeure .. ...............................
29.2 Independent Contractor ...................
29.3 Pavement Damage ..........................
29.4 Property Damage ............................
29.5 Right of Entry .. ...............................
29.6 Law to Govern; Venue ....................
29.7 Amendment... ..................... - ..........
29.8 Notices ............. ...............................
-vii-
....................... ............................... 71
Page
29.9
Corporate Guarantee of Contractor's Performance ................ .............................73
EXHIBIT B
29.10
Savings Clause ....................................................................... .............................73
MULTI- FAMILY DWELLING RECYCLING PROGRAM
29.11
Exhibits Incorporated ............................................................. .............................74
EXHIBIT E
29.12
Joint Drafting ....................................................................... ...............................
74
29.13
Attorneys' Fees and Litigation Costs ..................................... .............................74
EXHIBIT H
29.14
City's Authorized Agent ......................................................... .............................74
LETTER OF CREDIT
29.15
Integrated Agreement ..... ___ ........ ............... .. .....................................................
74
29.16
Section Headings ................................................................... .............................74
29.17
Compliance with Law ............................................................ .............................74
EXHIBIT A MAXIMUM RATE SCHEDULE FOR SOLID WASTE HANDLING
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SERVICES
EXHIBIT B
CONTAINER/BIN SPECIFICATIONS
EXHIBIT C
MULTI- FAMILY DWELLING RECYCLING PROGRAM
EXHIBIT D
COMMERCIAL RECYCLING PROGRAM
EXHIBIT E
BULKY ITEM SWEEP PROGRAM
EXHIBIT F
PUBLIC TRASH CAN LOCATIONS
EXHIBIT G
FACILITIES TO BE USED FOR DISPOSAL AND PROCESSING
EXHIBIT H
CORPORATE GUARANTY
EXHIBIT I
LETTER OF CREDIT
-viii-
AGREEMENT
This Agreement ( "Agreement ") is entered into to be effective as of the Ist day of
November 2013, by and between the City of Lynwood ( "City') and Waste Resources, Inc.,
( "Contractor ") (collectively, the "Parties ") to provide an exclusive franchise for Solid Waste
Handling Services within the City.
RECITALS:
A. The Legislature of the State of California, by enactment of the California
Integrated Waste Management Act of 1989 ( "AB 939 "), has declared that it is in the public
interest to authorize and require local agencies to make adequate provision for the disposal of all
Solid Waste within their jurisdictions.
B. Pursuant to California Public Resources Code Section 40059(a)(1), the City
Council of the City has determined that the public health, safety, and welfare require that an
exclusive franchise agreement be awarded to a qualified solid waste enterprise for Solid Waste
Handling Services within the City Limits.
C. City and Contractor are mindful of the provisions of the laws governing the safe
collection, transport, recycling, and disposal of Solid Waste, including AB 939, AB 341, the
Resource Conservation and Recovery Act ( "RCRA "), and the Comprehensive Environmental
Response, Compensation and Liability Act ( "CERCLA" ). City and Contractor desire to leave no
doubts as to their respective roles, and to memorialize that by entering into this Agreement, City
is not thereby becoming an "arranger" or a "generator" as those terms are used in CERCLA, and
that it is Contractor, not City, who is "arranging for" the collection, transport for disposal,
composting, and recycling of municipal Solid Waste in the City which may contain hazardous
substances. City and Contractor understand and agree that it is Contractor, and not City, who
will arrange to collect Solid Waste, that City has not, and, by this Agreement does not, instruct
Contractor on its collection methods, nor supervise the collection process, nor do the Parties
intend to place title to such Solid Waste in City, but rather intend that whatever, if any, title in
and to such Solid Waste that otherwise might exist in or with City in the absence of this
Agreement is hereby transferred to Contractor, and further that if Contractor gains title to such
Solid Waste it is by operation of law and agreement with its Customers and is not the result of
this Agreement. By entering this Agreement City and Contractor further desire to confirm that
Contractor has agreed to indemnify the City in connection with any claims relating to the
inadvertent or intentional collection, transportation and/or disposal of hazardous materials that
may occur in connection with Contractor's performance under this Agreement.
E. Contractor has agreed, as part of this Agreement, to provide such services as arc
necessary or desirable to ensure City complies with the requirements of AB 939, AB 341 and
Public Resources Code Section 40000, et seq.
COVENANTS:
Based upon the foregoing Recitals and for good and valuable consideration, the receipt
and sufficiency of which is acknowledged by each of the Parties, City and Contractor hereby
agree as follows;
SECTION 1.
RECITALS
The Parties acknowledge the above recitals are true and correct and incorporate them
herein as if they were fully restated.
SECTION 2.
DEFINITIONS
Whenever any term used in this Agreement has been defined by the California Public
Resources Code, the definition of such term set forth therein shall apply unless the term is
otherwise defined in this Agreement.
2.1 AB 341
"AB 341 ". shall mean Assembly Bill 341 from the 2011 -2012 Regular Session of the
California Legislature (Chapter 476, Statutes 2011).
2.2 AB 939
"AB 939" shall mean the California Integrated Waste Management Act of 1989, currently
codified as California Public Resources Code Section 40000 et seq., as it may be amended from
time to time.
2.3 Affiliate
"Affiliate" means a business in which Contractor owns a direct or indirect ownership
interest, a business (including corporations, limited and general partnerships and sole
proprietorships) which has a direct or indirect ownership interest in Contractor and/or a business
which is also owned, controlled or managed by any business or individual which has a direct or
indirect ownership interest in Contractor. For purposes of deternining whether an indirect
ownership interest exists, the constructive ownership provisions of Section 318(a) of the Internal
Revenue Code of 1986, as in effect on the date of this Agreement, shall apply; provided,
however, that (i) "ten percent (10 %)" shall be substituted for "fifty percent (50 %)" in Section
318(a)(2)(C) and in Section 318(a)(3)(C) thereof, and (ii) Section 318(a)(5)(C) shall be
disregarded. For purposes of determining ownership under this paragraph and constructive or
indirect ownership under Section 318(a), ownership interest of less than ten percent (10 %) shall
be disregarded, and percentage interests shall be determined on the basis of the percentage of
voting interest or value which the ownership interest represents, whichever is greater.
2.4 Animal Waste
"Animal Waste" shall mean animal carcasses, dead animals, and /or parts or portions of
dead animals. Animal Waste shall not include manure.
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2.5 Applicable Law
"Applicable Law" shall mean all federal, state, county, and local laws, regulations, rules,
orders, judgments, decrees, permits, approvals, or other requirements of any governmental
agency having jurisdiction over an aspect of this Agreement that are in force on the Effective
Date, and as may be enacted, issued or amended thereafter, including without limitation, City's
Municipal Code, AB 939 and AB 341.
2.6 Billings
"Billings" or "Billing" or "Bill" means the statements of charges provided to Customers
for services rendered by Contractor pursuant to the terms of this Agreement.
2.7 Bins
"Bins" shall mean a metal Container, including dumpsters, compactors, and any similar
such devices with a capacity of under ten (10) cubic yards.
2.8 Bulky Items
"Bulky Items" means Solid Waste that cannot and /or would not typically be
accommodated within a Cart including specifically: furniture (including chairs, sofas,
mattresses, and rugs); appliances (including refrigerators with and without Freon, ranges,
washers, dryers, water heaters, dishwashers, plumbing, small household appliances and other
similar items, commonly known as "white goods "); residential wastes (including wood waste,
tree branches, scrap wood, in the aggregate not exceeding one cubic yard per Collection); and
clothing. For purposes of this Agreement, and notwithstanding any provision hereof to the
contrary, Bulky Items shall specifically include items commonly known in the waste industry as
"brown goods," "e- waste" and "universal waste" (including, without limitation, all types of
electronic waste, stereos, televisions, computers and monitors, cellular phones, VCRs,
microwaves and other similar type of equipment and products), batteries, and fluorescent light
tubes. Bulky Items do not include car bodies, Construction and Demolition Debris or (with the
exception of appliances /white goods described above) items that cannot reasonably be moved
with equipment of the type which, pursuant to industry standards, would normally be carried in a
truck Collecting Bulky Items. In the event a question arises as to whether a specific item, or
category of items, meets the definition of Bulky Items, City shall be responsible to detennine
whether said definition shall apply, which determination shall be final and binding on the Parties.
2.9 Cart
. "Cart" means a plastic Container with a hinged lid and wheels serviced by an automated
or semi - automated process, as opposed to a manual process of lifting and dumping.
2.10 City
"City" shall mean the City of Lynwood, a municipal corporation, located in Los Angeles
County, California.
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2.11 City Council
"City Council" shall mean the City Council of City.
2.1.2 City Limits
"City Limits" shall mean the territorial boundaries of the City together with all
amendments and changes thereto, which boundaries are depicted on maps, incorporated herein
by reference, that are kept on file in the office of the City Clerk of the City of Lynwood, and
which are from time to time amended to reflect changes.
2.13 City Manager
"City Manager" shall mean the City Manager of the City of Lynwood or his or her
designee.
2.14 Collect/Collection
"Collect" or "Collection" shall mean to take physical possession of, transport, and remove
Solid Waste from a Premises.
2.15 Commercial Premises
"Commercial Premises" means Premises upon which business activity is conducted,
including but not limited to retail sales, services, wholesale operations, manufacturing and
industrial operations, but excluding Residential Premises upon which business activities are
conducted when such activities are permitted under applicable zoning regulations and are not the
primary use of the property. Notwithstanding any provision to the contrary herein, in the
Municipal Code, or otherwise, for purposes of this Agreement, Premises upon which hotels and
motels are operated and upon which Multi - Family Dwellings exist shall be deemed to be
Commercial Premises.
2.16 Container
"Container" means any and all types of Solid Waste receptacles, including Carts and
Bins.
2.17 Contractor
"Contractor" shall mean Waste Resources, Inc., the entity granted the franchise pursuant
to this Agreement, or any party permitted pursuant to the terms hereof permitted to become the
successor or assignee thereof.
2.18 Customer
"Customer" or "Customers" shall mean any person receiving Solid Waste Handling
Services from Contractor within the Franchise Area.
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2.19 Dwelling Unit
"Dwelling Unit" shall mean one or more rooms designed for occupancy by one family for
living and sleeping purposes and containing kitchen facilities or an area designed for the
preparation of food for use solely by one family.
2.20 Effective Date
"Effective Date" shall mean November 1, 2013.
2.21 Environmental Laws
"Environmental Laws" means all federal and state statutes, county, local and City
ordinances concerning public health, safety and the environment including, by way of example
and not limitation, the Comprehensive Environmental. Response, Compensation and Liability Act
of 1980, 42 USC §9601 ct seq.; the Resource Conservation and Recovery Act, 42 USC §6901
et seq.; the Federal Clean Water Act, 33 USC § 1251 et sea.; the Toxic Substances Control Act,
15 USC §2601 et se g.; the Occupational Safety and Health Act, 29 USC §651 et seq.; the
California Hazardous Waste Control Act, California Health and Safety Code §25100 et seq.; the
Carpenter - Presley- Tanner Hazardous Substance Account Act, California Health and Safety Code
§25300 et seq.; the Porter- Cologne Water Quality Control Act, California Water Code §13000
et seq.; the Safe Drinking Water and Toxic Enforcement Act, California Health and Safety Code
§25249.5 et see .; as currently in force or as hereafter amended, and all rules and regulations
promulgated thereunder.
2.22 Franchise Area
"Franchise Area" shall mean all Premises within the City Limits, including Premises
which may be annexed and thereby added to the City Limits following the Effective Date.
2.23 Franchise Fee
"Franchise Fee" shall mean the franchise fee set forth and more fully defined in Section
1 I hereof.
2.24 Green Waste
"Green Waste" means tree trimmings, grass cuttings, dead plants, leaves, branches and
dead trees (not more than six (6) inches in diameter or 48 inches in length) and similar organic
materials.
2.25 Gross Receipts
"Gross Receipts" shall mean and include all monies, fees, charges, consideration, and
revenue received, charged or imputed to Contractor and any Affiliate of Contractor, in
connection with, arising from, or in any way attributable to the Solid Waste Handling Services
carried out by or on behalf of Contractor pursuant to this Agreement. Gross Receipts includes,
without limitation, monthly Customer charges for Collection of Solid Waste, without subtracting
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Franchise Fees, fees imposed and collected pursuant to this Agreement, sums collected in
connection with Temporary Services, and transportation charges. Gross Receipts does not
include revenue from the sale of Recyclable Material, Green Waste, food waste, and other
material which is diverted from disposal.
2.26 Hazardous Substance
"Hazardous Substance" shall mean any of the following: (a) any substances defined,
regulated or listed (directly or by reference) as "Hazardous Substances," "hazardous materials,"
"Hazardous Wastes," "toxic waste," "pollutant" or "toxic substances" or similarly identified as
hazardous to human health or the environment, in or pursuant to (i) the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, 42 USC §9601 et seq.; (ii)
the Hazardous Materials Transportation Act, 49 USC §5101, et seq.; (iii) the Resource
Conservation and Recovery Act, 42 USC §6901 et seq.; (iv) the Clean Water Act, 33 USC §1251
et seq.; (v) California Health and Safety Code §§25115-25117, 25249.8, 25281, and 25316; (vi)
the Clean Air Act, 42 USC §7401 et seq.; and (vii) California Water Code §13050; (b) any
amendments, rules or regulations promulgated thereunder to such enumerated statutes or acts
currently existing or hereafter enacted; and (c) any other hazardous or toxic substance, material,
chemical, waste or pollutant identified as hazardous or toxic or regulated under any other
applicable federal, state or local laws or regulations, including any of the Environmental Laws,
currently existing or hereinafter enacted, including, without limitation, friable asbestos,
polychlorinated biphenyl's ( "PCBs "), petroleum, natural gas and synthetic fuel products, and by-
products.
2.27 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 recodifications of such
statutes or identified and listed as Hazardous Waste by the US Environmental Protection Agency
(EPA), pursuant to the Federal Resource Conservation and Recovery Act (42 USC §6901
et seg.), all future amendments thereto, and all rules and regulations promulgated thereunder.
2.28 Multi - Family Dwelling
"Multi- Family Dwelling" means any building or lot containing more than one Dwelling
Unit at which Contractor determines (and City agrees) the Dwelling Units must receive Solid
Waste Handling Services through the use of shared Bins, since they are not reasonably able to
store Carts or otherwise receive individualized Solid Waste Handling Service through the use of
the automated Collection system utilizing Carts contemplated by this Agreement for Single
Family Dwellings. Unless otherwise determined as set forth above, any Premises upon which
four (4) or more Dwelling Units exists shall be deemed to be a Multi- Family Dwelling. Any
ambiguity as to whether a Customer's Premises qualifies for purposes of this Agreement as a
Single Family Dwelling or Multi - Family Dwelling shall be resolved by the City Manager whose
decision shall be final.
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2.29 Municipal Code
"Municipal Code" shall mean City's Municipal Code,
2.30 Person
"Person" shall mean any individual, firm, association, organization, partnership,
corporation, business trust, joint venture, the United States, the State of California, the County of
Los Angeles, towns, cities, and special purpose districts.
2.31 Premises
"Premises" shall mean any land, building, and /or structure within the City Limits where
Solid Waste is generated or accumulated.
2.32 Recyclable Material
"Recyclable Material" or "Recyclables" shall mean that Solid Waste discarded within the
Franchise Area which is capable of being recycled, including Green Waste.
2.33 Residential Premises
"Residential Premises" shall mean all premises upon which Dwelling Units exist.
Notwithstanding any provision to the contrary herein, in the Municipal Code, or otherwise, for
purposes of this Agreement, Premises upon which hotels and motels are operated or upon which
Multi- Family Dwellings exist shall be deemed to be Commercial Premises.
2.34 Rolloff Box
"Rolloff Box" means Solid Waste Collection Containers of ten (10) yards or larger,
including compactors.
2.35 Senior Citizen
"Senior Citizen" shall mean a Customer that is the head of the household at a Single
Family Dwelling as demonstrated by utility bills, a lease; or other reasonable documentation, at
least sixty -five (65) years of age and the recipient of supplemental social security benefits.
2.36 Single Family Dwelling
"Single Family Dwelling means a building or lot containing one Dwelling Unit, and, for
purposes of this Agreement, includes buildings and lots with more than one Dwelling Unit where
such Dwelling Units are determined by the City to be reasonably able to receive individualized
Solid Waste Handling Service by the automated process utilizing Carts contemplated herein.
Any ambiguity as to whether a Customer's Premises qualifies as a Single Family Dwelling or
Multi - Family Dwelling shall be resolved by the City Manager whose decision shall be final
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2.37 Solid Waste
"Solid Waste" shall mean and include all discarded putrescible and nonputrescible solid,
semisolid, and liquid wastes, including garbage, trash, Refuse, rubbish, construction waste,
industrial waste, commercial Solid Waste, Bulky Items, and any other discarded solid, semisolid,
and liquid waste permitted to be disposed of at a Class III landfill and which are included within
the definition of "Nonhazardous Solid Waste" set forth in the California Code of Regulations, as
it may be amended from time to time. Solid Waste does not include hazardous (Class 1) waste,
low -level radioactive waste, untreated medical waste, or Special Wastes as defined herein.
2.38 Solid Waste Handling Services
"Solid Waste Handling Services" means the Collection, transfer, transport, recycling,
processing, and disposal of Solid Waste.
2.39 Special Wastes
"Special Wastes" shall mean wastes other than Solid Waste including sewage, sludge,
industrial sludge, asbestos, auto bodies, tires, used motor oil, Hazardous Waste, Animal Waste,
explosive substances, radioactive materials, and other materials which may not be disposed of at
a Class III landfill or which require special handling.
2.40 Temporary Service
"Temporary Service" shall mean Solid Waste Handling Services provided by Contractor
on an as- needed and temporary basis to any Premises within the City in conjunction with
construction, demolition, cleanup or other projects, and by use of temporarily placed Bins or
Rolloff Boxes,
2.41 Term
"Tenn" shall have the meaning ascribed in Section 6 of this Agreement.
2.42 Transformation
"Transformation" means incineration, pyrolysis, distillation, gasification, or biological
conversion other than composting. "Transformation" does not include composting.
SECTION 3.
GRANT OF EXCLUSIVE FRANCHISE FOR SOLID WASTE
HANDLING SERVICES FROM ALL RESIDENTIAL AND
COMMERCIAL PREMISES, AND FOR PROVIDING
TEMPORARY SOLID WASTE HANDLING SERVICE
3.1 Scope of Franchise
Except as hereinafter expressly set forth. City hereby grants to Contractor and Contractor
hereby accepts from City, for the Term hereof, the exclusive contract, right, and privilege to
Collect, transport, and dispose of all Solid Waste generated or accumulated within the Franchise
Area. The exclusive franchise, right and privilege to provide Solid Waste Handling Services
within City granted to Contractor by this Agreement shall be interpreted to be consistent with all
applicable state and federal laws, now in effect and adopted during the Term of this Agreement,
and the scope of this Agreement shall be limited by all applicable current and developing laws
and regulations. In the event that future interpretations of current law or future enactments limit
the ability.of City to lawfully grant Contractor the scope of services as specifically set forth
herein, Contractor agrees that the scope of this Agreement will be limited to those services and
materials which may be lawfully provided, and that City shall not be responsible for any lost
profits claimed by Contractor as a result thereof.
3.2 Matters Excluded from Scope of Franchise
Notwithstanding any other provisions set forth in this Agreement to the contrary, the
exclusive franchise granted herein shall exclude the Collection, transportation, recycling, and
disposal of.
(A) any Solid Waste otherwise within the scope of this Agreement which is
transported by a Self Hauler as that term is used in the Municipal Code, or any other City
ordinance, resolution, regulation or policy, as such may be adopted or amended from time
to time;
(B) the sale or donation of Recyclable Material by the person or entity that
generated such Recyclable Material (the "Generator ") to any person or entity other than
Contractor; provided, however, to the extent permitted by law, if the Generator is
required to pay monetary or non - monetary consideration for the Collection,
transportation, transfer, or processing of Recyclable Material to any person or entity other
than Contractor, the fact that the Generator receives a reduction or discount in price (or in
other terms of the consideration the Generator is required to pay) shall not be considered
a sale or donation;
(C) any Solid Waste otherwise within the scope of this Agreement which is
Collected or transported to a disposal or recycling facility by City employees in the
course and scope of their employment with City;
(D) the Collection, transportation, or disposal of Hazardous Waste; Universal
Waste; E- Waste; biohazardous waste; untreated medical waste; infectious waste; Animal
Waste; used cooking fats, oils, grease and similar waste; or other materials which do not
constitute Solid Waste;
(E) the Collection, transportation, and disposal of Construction and
Demolition Waste by a contractor, handyman, repairman, or other similar service
provider, using its own equipment, as an incidental part of the services provided to its
customers, rather than as a hauling service, provided that such waste is not Collected or
transported by a third party hired for the primary purpose of Collecting and transporting
said materials;
(F) the Collection, transportation, and disposal of Green Waste and related
Solid Waste by a gardener, or landscaper, as an incidental part of the gardening or
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landscaping services provided to its customers, rather than as a hauling service provided
that such Solid Waste is not collected or transported by a third party hired for the primary
purpose of Collecting and transporting said materials;
(G) Solid Waste Handling Services provided by any Person having a legal
right to continue doing so, pursuant to Public Resources Code Section 49520, et. seq., or
otherwise, as long as and to the extent such legal right continues to exist; except that to
the degree any territory in which Contractor has a franchise granted by another
governmental entity is annexed into City during the Term, Contractor agrees the
provisions of this Agreement shall apply to such territory and further acknowledges that
this Agreement constitutes any notice required by the Public Resources Code in
connection therewith.
SECTION 4.
ENFORCEMENT OF EXCLUSIVITY
Contractor shall be responsible for enforcing the exclusivity of this Agreement. City
shall reasonably assist Contractor in its efforts to enforce the exclusivity hereof. In addition,
City shall adopt such ordinances or other regulations as it deems to be necessary or desirable to
protect the exclusive rights granted herein. City shall have the right, but not the obligation, to
enforce the exclusivity hereof; including by instituting appropriate legal proceedings, and /or to
request that Contractor do so. Contractor shall have an affirmative obligation to enforce such
exclusivity provisions when requested to do so by City. Contractor shall reimburse City for its
reasonable legal costs, extraordinary administrative costs (including staff time), or other
expenses incurred in connection with City's actions to either enforce the exclusivity hereof, or to
assist Contractor in doing so.
SECTION 5.
ACCEPTANCE; WAIVER
Contractor agrees to be bound by and comply with all the requirements of this
Agreement. Contractor waives Contractors right to challenge the terms of this Agreement under
federal, state, or local law, or administrative regulation. Contractor waives any right or claim to
"serve the City or any part of the City under any prior grant of franchise, contract, license, or
permit issued or granted by any governmental entity including any right under Section 49520 of
the Public Resources Code.
SECTION 6.
TERM
The term of this Agreement (the "Term ") shall be for an approximate seven (7) year
period of time commencing on November 1, 2013, and ending at midnight on June 30, 2020,
unless this Agreement is terminated sooner pursuant to Section 18 hereof, or otherwise. The
City Council shall have the unilateral right to extend the Term of this Agreement for four
additional years such that it expires at midnight on June 30, 2024. Prior to exercising this option,
the City Council shall review a performance review which the City Manager is hereby authorized
to conduct during fiscal year 2018 -2019 after receiving an advance deposit, in an amount subject
to the City Manager's reasonable determination, to cover the cost of such review from
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Contractor. Contractor shall be responsible for all costs of such performance review, and said
performance review will be separate from and in addition to the performance review set forth in
Section 17. If the City Council does not exercise the option to extend the Term as set forth
above, as evidenced by a formal action of the Council taken in a duly noticed open meeting, on
or before December 31, 2019, said option shall expire and this Agreement shall automatically
terminate at midnight on June 30, 2020. While it is the intent of the City Council to exercise the
forgoing option to extend the Term absent a negative performance review, the decision to
exercise said option shall be subject to the City Council's sole, absolute and unfettered discretion.
SECTION 7,
CONDITIONS TO EFFECTIVENESS OF AGREEMENT
The satisfaction of each and all of the conditions set out below, each of which may be
waived in whole or in part by City in writing, is a condition precedent to the effectiveness of this
Agreement, and a condition of Contractor's continued right to the benefits conveyed herein:
7.1 Accuracy of Representation
All representations and warranties made by Contractor and set forth in this Agreement
shall be accurate, true, and correct on and as of the Effective Date of this Agreement.
7.2 Absence of Liti ag tion
There shall be no litigation pending in any court challenging the award of this exclusive
franchise for Solid Waste Handling Services to Contractor or the execution of this Agreement or
seeking to restrain or enjoin its performance.
7.3 Furnishing of Insurance. Bond, Letter of Credit, and Comorate Guarantee
Contractor shall have furnished evidence of the insurance and Surety required by
Sections 14 and 15 hereof, and shall comply with all ongoing requirements relating thereto, and
shall provide the Corporate Guarantee required by Section 29.9 hereof.
7.4 Effectiveness of City Council Action
The City Council's Resolution approving this Agreement shall have become effective
pursuant to California law.
7.5 Payment of Fees and Costs
Contractor shall have made payment to City of all fees, costs and other payments due as
more fully set forth in Section 11.
SECTION 8.
SOLID WASTE HANDLING SERVICES
PROVIDED 13Y CONTRACTOR
8.1 General
8.1.1 Equipment
Contractor shall furnish all labor, supervision, materials, supplies, and equipment
necessary to provide for all services required by the terms of this Agreement.
8.1.2 Disposal and Processing Facilities
Contractor has provided a list of facilities that it intends to use for the disposal,
processing, and /or reuse of Solid Waste and Recyclable Materials Collected pursuant to this
Agreement, which is attached hereto as Exhibit G and incorporated herein by reference.
Contractor shall not utilize other facilities for these purposes without first updating Exhibit G and
obtaining the prior written consent of the City Manager, which consent shall not be unreasonably
withheld.
8.1.3 Performance Standards
Contractor shall perform Solid Waste Handling Services as required hereunder in a
workmanlike manner consistent with good housekeeping standards and all relevant provisions of
Applicable Law.
8.1.4 Noise and Disruntion
Contractor shall perform Solid Waste Handling Services as required hereunder in such a
manner as to minimize noise and other disruptive impacts including, without limitation, those
upon traffic. Contractor shall use its best efforts to coordinate its Collection schedules such that
street sweeping on any given street shall occur the business day following Collection of Solid
Waste by Contractor.
8.1.5 Collection Times
Contractor shall not commence Solid Waste Handling Services for Customers at
Commercial Premises (excepting Multi - Family Dwellings) until 6:00 a.m. and for Customers at
Residential Premises and at Multi - Family Dwellings until 7:00 a.m., nor shall such activities
occur after 7:00 p.m. for Customers at Commercial Premises (excepting Multi- Family
Dwellings) and 6:00 p.m. for Customers at Residential Premises and at Multi- Family Dwellings,
The City Manager may require Contractor to comply with time frames applicable to Residential
Premises in connection with Solid Waste Handling Services for Customers at Commercial
Premises whose premises are in close proximity to Residential Premises. Solid Waste Handling
Services at Residential Premises and at Multi- Family Dwellings shall not occur on Saturdays;
excepting Temporary Services and Collection occurring on Saturdays following such holidays as
may be approved by the City Manager. No Solid Waste Handling Services shall occur on
Sundays at Residential Premises or at Multi - Family Dwellings, except in exceptional
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circumstances for which specific approval is given by the City Manager. Except as noted herein,
Solid Waste Handling Services may occur at Commercial Premises on Sundays; provided,
however, no such service shall occur on Sundays in connection with any Premises at which the
City Manager determines such service world be contrary to the public interest.
8.1.6 Collection Schedule
Contractor shall establish Collection routes and a Collection schedule which shall be
approved by the City Manager such that Customers at all Residential and Commercial Premises
within the City will have not less than one established Collection day each week. Contractor
shall provide notice to each Customer of its established Collection day(s), and shall provide at
least one week's notice to Customers of any change in their established Collection day(s).
Notwithstanding any provision herein to the contrary, should any established Collection day fall
on a legal holiday, or on any other holiday which is observed by either a landfill or other lawful
disposal or diversion site to which Solid Waste is taken for disposal or diversion, Contractor
shall provide for Collection one (1) day later during the pick -up week, and the regular Collection
schedule shall be resumed the following week. A pick -up week shall be defined as Monday
through Saturday. Contractor may not change its established Collection schedules without
obtaining the prior written consent of the City Manager.
8.1.7 Commingling of Routes
Contractor shall not during its Collection process commingle Solid Waste Collected
hereunder with Solid Waste Collected in any other City, or on behalf of any other entity
operating or existing within City that is not subject to this Agreement, and is specifically
prohibited from .combining Collection routes related to services provided pursuant to this
Agreement with Collection routes for other jurisdictions it may service.
8.1.8 Reolacement of Containers
Contractor shall, whenever possible, place Carts in the street gutter, adjacent to the curb,
upon completing Collection. Contractor shall replace all Bins in the location upon the property
of each Customer utilizing Bins designated for storage of Bins, and shall secure gates, doors,
and /or enclosures when applicable.
8.1.9 Contractor's Containers
(A) Contractor's Containers shall meet the minimum standards set forth on the
attached Exhibit B.
(B) Contractor shall be responsible to maintain and replace, as necessary, all
of its Containers.
(C) All Contractor's Containers shall be maintained by Contractor in good
repair, and any question as to the meaning of this standard shall be resolved by the City
Manager.
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(D) Contractor shall deliver Containers to each Customer at no additional
charge.
(E) Contractor shall ensure it maintains an accurate list that contains the total
number of Carts at each service address and the serial number associated with each Cart
located at such address. Contractor shall keep this list tip to date at all times, provide it to
City upon request, and shall include a current updated list with each annual report as set
forth in Section 23.3. In addition, Contractor shall provide this list to City within thirty
(30) days of the Effective Date of this Agreement.
(F) All Carts shall be maintained by Contractor in a watertight condition, as
shall all Bins which are used primarily for the disposal of Solid Waste containing liquids.
(G) Contractor shall replace any damaged Carts at no charge to Customers,
provided, however, Contractor shall be entitled to charge Customers for the replacement
of any Cart that has been damaged by a Customer, ordinary wear and tear excepted, with
such charges being subject to the City Manager's approval.
(H) Contractor shall replace any lost or stolen Carts within three business
days, at no cost to Customers. Contractor shall only be obligated to replace a lost or
stolen Cart for a Customer at no charge two times during the Term hereof. For each
replacement of a lost or stolen Cart thereafter, Contractor shall be entitled to charge
Customers provided the rates charged by Contractor shall be subject to the City
Manager's approval.
(1) Contractor shall at Customer's request annually refurbish, replace, and
steam clean as necessary all Bins and Rolloff Boxes at no charge to Customers; provided,
however, City may require the steam cleaning or replacement of Bins utilized at
restaurants, bars and grocery stores /markets more frequently if it determines such action
is needed to protect public health and safety. Additional steam cleaning shall be provided
to any Customers who request it at a charge not to exceed the maximum rate set forth in
Exhibit A hereto, or alternatively Contractor shall provide a replacement Bin/Rolloff Box
to Customers at no charge.
(J) Contractor shall remove any graffiti that appears on its Containers within
twenty -four (24) hours after becoming aware of it.
(K) All Bins and Rolloff Boxes shall be kept freshly painted in a uniform
fashion and shall be identified with Contractor's name and phone number in letters not
less than three inches high on its exterior so as to be visible when the Container is placed
for use.
(L) At a Customer's request, Contractor shall provide Bins with locking lids
and locks and may charge rates to Customers for locking Bins which do not exceed the
maximum rates set forth on Exhibit A.
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8.1.10 Missed Pick -ups
In case of a missed pick -up called in by a Customer, Contractor shall Collect Solid Waste
and Recyclable Material from such Customer no later than the next day of the pick -up week
following the date of the call. Records of the addresses of all missed pick -ups shall be
maintained by Contractor, and shall be reported to City upon request. If Contractor demonstrates
to the satisfaction of the City Manager a pattern of ongoing late "set- outs" by a given Customer,
missed pick -ups resulting from late set -outs by that Customer shall not be counted as missed
pick -ups in evaluating Contractor's performance hereunder. The Customer service phone system
required by Section 10.8.2 hereof is intended, among other things, to serve as a "hotline" for
Customers to call in the event Solid Waste placed for Collection is not Collected by Contractor
and to facilitate having such Solid Waste Collected as soon as reasonably possible, and in no
event later than as required by the provisions hereof.
8.1.11 Record of Non - collection
As more fully set forth herein, Contractor shall Collect all Solid Waste placed for
Collection by Customers in Containers, excepting materials that do not meet the definition of
Solid Waste (such as hazardous materials). Whenever Contractor determines not to Collect any
Solid Waste deposited for Collection, Contractor shall leave a tag at least 2" by 6" in size,
indicating the reason for Contractor's refusal to do so. This information may be either
handwritten or left by means of a check system (i.e., checking off boxes on a preprinted form).
The tag shall provide Contractor's business name and its local telephone number and shall be
securely fastened to the Container or the article refused. Contractor shall maintain a record of all
such taggings at its place of business. Stich record shall contain the date of such notice, street
address, reason for non - collection, and a summary of any communications between Contractor
and the Customer involved. Such notice shall be retained so that it may be inspected by
representatives of City upon request.
8.2 Residential Solid Waste Handling Service
8.2.1 Single Family Dwellings — Automated Collection
Contractor shall provide each Customer at a Single Family Dwelling with one Cart
designated for the Collection of mixed Solid Waste and Recyclable Material (excepting Green
Waste) (a Mixed Waste Cart). Contractor shall provide each such Customer with a ninety -
six (96) gallon Mixed Waste Cart. Contractor shall Collect all Solid Waste and Recyclable
Material placed out for Collection in a Mixed Waste Cart by each Customer at a Single Family
Dwelling not less than once per week using an automated Collection system at rates that do not
exceed the maximum rates set forth in Exhibit A. Any Customer requesting an additional ninety -
six (96) gallon Mixed Waste Cart will be provided a second Cart at no additional cost.
Contractor may charge Customers for additional ninety -six (96) gallon Mixed Waste Carts
(above two) at rates that do not exceed the maximum rates set forth in Exhibit A. Wherever
feasible, Customers shall be directed by Contractor to place Carts for Collection either in the
street gutter, against the curb, in front of their Premises, or adjacent to their Premises in the alley
or easement in the rear of their Premises. If a Customer and Contractor cannot agree upon a
Collection location, or if City determines the selected location may cause safety or other
concerns, City may make the final determination of the Collection location.
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8.2.2 Alternate Cart Sizes
As an alternative to the standard ninety -six (96) gallon Cart(s) set forth above, any
Customer may request, and upon request shall receive from Contractor, either a sixty four (64)
gallon or thirty five (35) gallon Mixed Waste Cart, and Contractor shall Collect all Solid Waste
and Recyclable Material placed out for Collection in such Mixed Waste Carts by each Customer
at a Single Family Dwelling not less than once per week using an automated Collection system at
rates that do not exceed the maximum rates set forth in Exhibit A. Any Customer requesting an
additional sixty four (64) gallon or thirty five (35) gallon Mixed Waste Cart will be provided a
second Cart at no additional cost. Contractor may charge Customers for any additional sixty four
(64) gallon and thirty five (35) gallon Mixed Waste Carts (above two) at rates that do not exceed
the maximum rates set forth in Exhibit A.
8.2.3 Single Family Dwellings — Senior Citizen Service
Contractor shall provide any Customer at a Single Family Dwelling who meets the
definition of a Senior Citizen with the choice of either a ninety -six (96) gallon, sixty -four (64)
gallon, or thirty -five (35) gallon Mixed Waste Cart, at rates that do not exceed the maximum
rates set forth in Exhibit A ( "Senior Citizen Service "). Contractor may require a Customer
requesting Senior Citizen Service to present documentation demonstrating that the Customer
qualifies for such service. Any Customer that qualifies for Senior Citizen Service and requests
an additional Mixed Waste Cart will be provided a second such Cart of the same size as the first
Cart requested at no additional charge. Contractor may charge Customers receiving Senior
Citizen Service for any additional Mixed Waste Carts (above two) at rates that do not exceed the
maximum rates set forth in Exhibit A. Any dispute as to whether a Customer qualifies for
Senior Citizen Service shall be resolved by the City Manager whose determination shall be final.
8.2.4 Walk -Out Service
Contractor shall provide eligible Customers with "walk -out service" as set forth in this
paragraph at no additional charge. This service shall require Contractor to use its own forces to
bring a Customer's Carts from a Customer's backyard, side yard, or such other location at which
the Customer's Containers are regularly stored, to Contractor's Collection Vehicle; and, after
disposal of the contents thereof, returning said Containers to the location where they are
regularly stored. To be eligible for this service a Customer shall have a DMV issued disabled
person placard /license plates, and provide a letter to Contractor from a physician confirming the
Customer is unable to move his /her Carts to the curb, and that to the best of the physician's
knowledge there is no other capable persons living in the Customer's household to provide this
service. Contractor may require each eligible Customer to provide a new letter from a physician
on an annual basis in order to maintain eligibility for walk -out service. Any dispute regarding a
Customer's eligibility for walk -out service shall be resolved by the City Manager. Contractor
may provide Customers who are not eligible for free walk -out service pursuant to the forgoing
with walk -out service at a rate which shall not exceed the maximum rate set forth in Exhibit A.
Contractor may require as a condition of walk -out service that a Customer sign a standardized
agreement, the terms of which shall be subject to City's approval, which authorizes entry onto the
Customer's property and holds Contractor harmless from liability (including specifically liability
related to pets escaping) associated with Contractor providing such service.
8.2.5 Recycling for Single Family Dwellings
Customers shall be directed to place Recyclablcs (excepting Green Waste) in the
provided Mixed Waste Carts for Collection. Contractor shall be responsible for processing
material placed for Collection in the Mixed Waste Carts at a properly permitted facility in a
manner that achieves the diversion rates required under this Agreement, and which otherwise
complies with all Applicable Law.
8.2.6 ' Curbside Grease Collection Proms
If ever required by the applicable sanitation district, or other regulatory agency,
Contractor shall design a program for the collection of grease, fat, oils and similar waste
generated from household cooking activities (the "Curbside Grease Collection Program ") that the
City Manager finds satisfactory and approves. Contractor shall be responsible to ensure the
Curbside Grease Collection Program complies with all Applicable Law. At such time as (it) a
Curbside Grease Collection Program is implemented, Contractor and City shall meet and confer
in good faith to determine a fair and reasonable adjustment to the maximum rates set forth on
Exhibit A in order to compensate Contractor for implementing such a program.
8.2.7 Green Waste Collection for Single Family Dwellings
Contractor shall provide all Customers at Single Family Dwellings to whom it provides
Mixed Waste Carts, with a sixty - four (64) gallon Cart for Collection of commingled green waste
(a "Green Waste Cart ") at no additional charge. Upon request from any Customer at a Single
Family Dwelling, Contractor shall provide such Customer with one or more additional Green
Waste Carts at no additional charge. Contractor shall Collect Green Waste placed in Green
Waste Cans for Collection from each Customer on the same day as such Customer's Mixed
Waste Cart is Collected, using an automated collection process. Customers shall be directed to
place Green Waste Carts in the same location for Collection as Mixed Waste Carts. Contractor
shall be responsible for processing material placed for Collection in the Green Waste Carts at a
properly permitted facility in a manner that achieves the diversion rates required under this
Agreement, and which otherwise complies with all Applicable Law.
8.2.8 Multi - Family Dwelling Customers
Contractor shall comply with all requirements applicable to Commercial Customers, set
forth below, in connection with Multi - Family Dwellings, and further shall comply with the
specific provisions contained herein related to such Dwellings. Contractor shall provide all
Customers at Multi - Family Dwellings with Bins meeting the minimum standards set forth in
Exhibit B for the Collection of mixed Solid Waste ( "Mixed Waste Bins "), and shall Collect all
Solid Waste placed therein for Collection not less than once per week, at rates that do not exceed
the maximum rates set forth in Exhibit A. Contractor shall provide a number of Bins reasonably
needed for Solid Waste Collection at each Premises at which Multi - Family Dwellings exist
bearing in mind both the number of Dwellings and space limitations. Contractor shall endeavor
to provide at least one (1) Mixed Waste Bin for every ten (10) Dwelling Units located at each
Multi - Family Dwelling. If warranted by specific circumstances, and upon written approval of
the City Manager, at any given Multi - Family Dwelling, Mixed Waste Carts may be utilized
instead of Mixed Waste Bins, and /or the minimum number of Mixed Waste Bins /Carts may be
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adjusted. Rates for Customers at Multi - Family Dwellings receiving Mixed Waste Carts shall not
exceed the maximum rates set forth on Exhibit A for Residential Cart Service.
The size of Mixed Waste Bins utilized, and the frequency of their Collection, shall be
mutually agreed upon by Contractor and its Customers, except that Collection shall occur not
less than one time per week and City shall have the right to impose minimum requirements for
Bin sizes and more frequent Collection should it determine such action is needed to protect
public health, safety and welfare. In the event of any dispute as to the adequacy of the number of
Bins at any given Multi- Family Dwelling, the City Manager shall have the ability to approve the
number of Mixed Waste Bins used at such location. in the event extra pickups are required at a
Multi - Family Dwelling in any given month, Contractor may charge the Person who manages or
owns the Multi - Family Dwelling for such pickups an amount that does not exceed the maximum
rate for "extra dumps" as set forth in the attached Exhibit A.
8.2.9 Multi - Family Dwelling Recycling Program
Contractor shall provide a recycling program to all Customers at Multi - Family Dwellings
(the "Multi- Family Dwelling Recycling Program ") that complies with all Applicable Law,
including specifically AB 341, and results in the diversion of not less than 20% of the waste
stream Collected at Multi - Family Dwellings. Contractor's Multi - Family Dwelling Recycling
Program is more fully set forth in Exhibit C. Contractor shall be responsible for ensuring that its
Multi - Family Dwelling Recycling Program achieves the required diversion rates specified in this
Agreement and may be required to modify its program from time to time, at no additional cost to
the City or Customers, to meet such diversion requirements.
Contractor shall produce, keep current, and provide public information specifically
outlining its Multi - Family Dwelling Recycling Program, which shall specifically include the
annual publication and distribution of a brochure describing this service to all applicable
Customers in City.
8.2.10 Bulky item Service for Single Family Dwellings
Contractor shall provide Bulky Item Collection services to residents living at all Single
Family Dwellings in City at no charge on an on -call basis. The no- charge Bulky Item Collection
service set forth in this Section shall only apply with respect to Bulky Items generated at the
Dwelling Unit at which the Customer calling for service resides and is limited to up to five (5)
items per scheduled pick up. in order to receive such service, residents shall provide Contractor
with. notice by phone of the number and type of Bulky items to be collected. Bulky item
Collection service calls shall be responded to within a reasonable time but not longer than three
(3) business days from the date of the Customer's call for service. Contractor shall produce, keep
current, and provide public information specifically outlining its Bulky Item Collection service,
which shall specifically include the annual publication and distribution of a brochure describing
this service to residents of all Single Family Dwellings in City. Contractor may charge rates for
the Collection of each Bulky Item in excess of five (5) that do not exceed those set forth on
Exhibit A.
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8.2.11 Bulky Item Service for Multi - Family Dwellings
Residents at Multi - Family Dwellings shall receive the same Bulky Item Collection
services as Single Family Dwellings as set forth in Section 8.2.10 above. Should an apartment
manager, property manager, or the owner of a Multi - Family Dwelling contact Contractor for
Bulky Item Collection in connection with Bulky Items not generated at the Dwelling Unit at
which such person actually resides, Contractor shall provide Bulky Item Collection service in the
same manner as to other Commercial Premises as set forth in Section 8.3.3 below. Contractor
shall produce, keep current, and provide public information specifically outlining its Bulky Item
Collection service, which shall specifically include the atmual publication and distribution of a
brochure describing this service to residents of all Multi - Family Dwellings in City.
8.2.12 Multi- Family Dwellim Bulky Item Bins
Contractor shall provide all Multi - Family Dwellings with one Bin designated for Bulky
Item Collection for every 20 Dwelling Units ( "Bulky Item Bin "). The size of Bulky Item Bins
utilized, and the frequency of their Collection, shall be mutually agreed upon by Contractor and
its Customers, except that Collection shall occur not less than one time per week. The City
Manager shall have the right to impose minimum requirements for Bin sizes and more frequent
Collection in connection with any Customer should it determine such action is needed to protect
public health, safety and welfare. In the event Contractor or one of its Customers asserts that
requiring all or some of the Bulky Item Bins set forth in this provision at a given Multi - Family
Dwelling is unreasonable due to the lack of space, the City Manager shall have the ability to
approve a reduction (including a complete elimination) of the Bulky Item Bin requirements at
such location. Contractor may charge rates for Bulky Item Bins that do not exceed the maximum
rates for such service as set forth on the attached Exhibit A.
8.2.13 Bulky Item Diversion
Bulky Items Collected pursuant to this Agreement may not be land611ed until the
following hierarchy of diversion efforts has been followed by Contractor:
a. Reuse as is (if energy efficient);
b. Disassemble for reuse or Recycling;
C. Recycle, Transformation, other means of diversion; and
d. Disposal.
This hierarchy is intended to preclude the use of front or rear loading packer vehicles for Bulky
Items unless the compaction mechanism is not used to compact the Bulky Items. The disposition
of Bulky Items shall be tracked by Contractor and this information shall be included in
Contractor's quarterly reports to City.
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8.2.14 Proper Handling of Bulky Items
Contractor shall properly handle all materials required to be collected as Bulky Items,
including specifically items that require special handling pursuant to the Environmental Laws,
such as materials that constitute "universal waste" and /or "e- waste."
8.2.15 Residential Sharps Collection Program
Contractor shall design and implement at no cost to all Single Family and Multi - Family
Dwellings a program for the collection of used needles (the "Sharps Collection Program ") that
the City Manager finds satisfactory and approves. Contractor shall be responsible to ensure the
Sharps Collection Program complies with all Applicable Law. It is anticipated that any Sharps
Collection Program at a minimum will allow for Customers to mail used needles to a specific
collection location, in specialized packaging with pre -paid postage provided by Contractor.
8.2.16 Residential Non - Controlled Medication Collection Program
If requested to do so by City, or otherwise required by law, Contractor shall design and
present a program to City for the collection of unused non- controlled medicines (the "Non -
Controlled Medication Collection Program ") that the City Manager finds satisfactory and
approves. Contractor shall be responsible to ensure any Non - Controlled Medication Collection
Program complies with all Applicable Law. It is anticipated that any Non - Controlled Medication
Collection Program at a minimum will allow for Customers to mail unused medication
(excepting controlled substances) to a specific Collection location, in specialized packaging
provided by Contractor, and/or deliver unused medication (excepting controlled substances) to a
location in or near City designated by Contractor. At such time as (if) a Non - Controlled
Medication Collection Program is implemented, Contractor and City shall meet and confer in
good faith to determine a fair and reasonable adjustment to the maximum rates set forth on
Exhibit A in order to compensate Contractor for implementing such a program.
8.2.17 Residential Drop Off of HFI W, Universal Waste and E -Waste
In addition to the Collection programs noted above, any Resident of the City may drop
off Household Hazardous Waste ( "HfIW "), "universal waste" and "e- waste" at no charge at the
facility owned by Contractor's affiliate, Waste Resources Recovery, located at 357 W. Compton
Blvd, Gardena.
8.3 Commercial Solid Waste Handling Services
8.3.1 Commercial Bins and RollofTBoxes
Contractor shall provide all Customers at Commercial Premises ( "Commercial
Customers ") with at least one Bin and /or Rolloff Box for Collection of mixed Solid Waste, and
shall Collect all Solid Waste placed therein for Collection not less than once per week; at rates
that do not exceed the maximum rates set forth in Exhibit A. Contractor shall provide additional
Containers to Customers and shall provide additional Collections upon request, or as may be
required by City's Municipal Code, health and safety requirements, or by the City Manager, and
may charge rates for such services which do not exceed the maximum rates set forth in Exhibit
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A. Bins and Rolloff Boxes shall be Collected by Contractor from the location upon each
Customer's property designated for their storage, and replaced to that location with gates and /or
doors secured, as applicable, after Collection is completed, unless different arrangements are
agreed upon by the Customer and Contractor.
8.3.2 Commercial Carts
As an alternative to the requirements of Section 8.3.1, Contractor shall offer Collection in
96 gallon Mixed Waste Carts to Commercial Premises where the Customers do not have space
for, or do not generate enough waste to require the use of Bins for Collection. Rates for
Customers at Commercial Premises (excepting Multi - Family Dwellings) receiving such service
shall not exceed the maximum rates set forth on Exhibit A for Commercial Refuse Carts. Rates
for Customers at Multi - Family Dwellings receiving such service shall not exceed the maximum
rates set forth on Exhibit A for Residential Cart Service. If Contractor and Customer have a
disagreement as to whether a Mixed Waste Cart is appropriate, or if City determines the
Collection in a Mixed Waste Cart causes health and safety or other concerns, City shall make the
final determination as to whether Collection in a Mixed Waste Cart may occur.
833 Commercial Bulky Item Service
Contractor shall provide unlimited Bulky Item Collection services to Commercial
Premises (excepting Multi - Family Dwellings) on an on -call basis. Contractor may charge rates
for such services which shall not exceed the maximum rates set forth in the attached Exhibit A.
Bulky Item Collection service calls shall be responded to within a reasonable time but not longer
than seven (7) days from the date of the Customer's call for service. Contractor shall produce,
keep current, and provide public information specifically outlining the Bulky Item pick -up
service. Bulky Items Collected pursuant to this Section are subject to the diversion and handling
requirements set forth in Sections 8.2.13 and 8.2.14.
8.3.4 Commercial Recycling Services
Contractor shall provide a commercial recycling program (the "Commercial Recycling
Program ") that complies with all Applicable Law, including specifically AB 341, and results in
the diversion of not less than 30% of the waste stream Collected from Commercial Premises
(excepting Multi- Family Dwellings). Contractor's Commercial Recycling Program is more fully
set forth in Exhibit D. Contractor shall be responsible for ensuring that its Commercial
Recycling Program achieves the required diversion rates specified in this Agreement and may be
required to modify its program from time to time, at no additional cost to the City or Customers,
to meet such diversion requirements.
Contractor shall produce, keep current, and provide public information specifically
outlining its Commercial Recycling Program, which shall specifically include the annual
publication and distribution of a brochure describing this service to all applicable Customers in
City.
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8.3.5 Scout Services
Certain Commercial Premises within the City Limits are uniquely configured so as to
require the use of a smaller vehicle to retrieve a Customer's Container in order for a regular
Collection vehicle to service the Container ( "Scout Service "). Contractor may charge rates for
such Scout Service which shall not exceed the maximum rates set forth in the attached Exhibit A.
8.4 Other Collection Prourams As Mav Be Required by Law
In the event CalRecycle, or any federal, state, or local law or regulation, imposes upon
City or Contractor a requirement for the implementation of any program for the Collection of
any waste material (whether or not meeting the definition of Solid Waste hereunder) not already
covered by this Agreement, whether Commercial or Residential in nature, Contractor shall
design and present a program to City to comply with such requirement, which program shall
meet the City Manager's reasonable approval. Except with respect to programs 'which are
required due to Contractor's failure to achieve the diversion requirements set forth herein (which
programs are subject to Section 8.6.5), at such time as (if) any such program is implemented,
Contractor and City shall meet and confer in good faith to determine a fair and reasonable
adjustment to the maximum rates set forth on Exhibit A in order to compensate Contractor for
implementing such a program.
8.5 Temporary Services
Contractor shall provide Temporary Services on an on call basis to any Customer
requesting such service pursuant to the following conditions:
(A) Bins and Rolloff Boxes utilized in connection with Temporary Services
shall meet the minimum standards set forth herein.
(B) No charges excepting rates not exceeding the maximum rates set forth in
the attached Exhibit A related to Bins or Rolloff Boxes utilized in connection with
Temporary Services shall be imposed by Contractor, unless approved in accordance with
Section 8.8 (Special Services).
(C) Temporarily placed three (3) cubic yard Bins may be used for small
cleanup type projects at Single Family and Multi- Family Dwellings; provided, however,
Bins used for such purposes shall not remain at the same address for a period that exceeds
four consecutive weeks. Bins used for Temporary Service shall not remain in any public
rights -of -way for a period' exceeding two consecutive weeks. Bins may not be placed in
any public rights -of -way so as to create a safety hazard or so as to block any right -of-way
to a degree that it is not reasonably usable. Bins placed in City's rights -of -way shall be
subject to such requirements as may be imposed by City, and at a minimum shall be
equipped with reflectors, reflective tape, reflective paint, or other reflective devises
which, to the satisfaction of the City Manager, make such Bins reasonably visible to
vehicle traffic at night.
(D) At any such times as City may have in place an ordinance regulating the
recycling and disposal of construction and demolition waste, Contractor agrees to comply
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with all provisions of any such ordinance, and to provide services for construction
contractors in City as maybe contemplated by any such ordinance at no charge (such as
assistance in preparing plans for the collection, recycling and disposal of construction and
demolition waste). Moreover, during the pendency of any such ordinance, Contractor
shall be responsible to provide any administrative support as may be requested by City
which is necessary to implement such ordinance.
(E) In addition to complying with any related requirements that may exist in
any ordinance which may be in effect in City regulating construction and demolition
waste, including specific diversion levels that may be required by any such ordinance,
Contractor shall make all reasonable efforts to recycle all construction and demolition
waste it Collects, especially to the degree such loads contain clean inert materials.
Towards this end, Contractor shall make available to Customers involved in construction
separate containers within which to Collect different types of marketable materials, such
as dirt, steel, concrete and wood.
8.6 Recycling Obligations and Public Education Program
8.6.1 Minimum Requirements for Collection of Recyclable Materials, Green Waste
and Rolloff Boxes
Contractor shall utilize a truck dedicated for the purpose of Collecting Green Waste from
Customers, such that Green Waste which has been separated prior to Collection, once Collected,
is not commingled with other Solid Waste (including Recyclable Material). All Green Waste
separated prior to Collection and thereafter Collected by Contractor pursuant to this Agreement
(including specifically materials Collected in Green Waste Carts and Holiday Trees) shall be
delivered to a properly permitted facility for recycling, mulching, composting, or alternative uses
for which diversion credit is provided as may be approved by CalRecycle. Contractor shall be
responsible for implementing programs which will divert Recyclable Materials and Green Waste
from disposal in order to meet the diversion requirements of this Agreement. All Rolloff Boxes,
whether for Commercial Premises or Temporary Service shall be delivered to a properly
permitted facility for recycling and reuse purposes.
8.6.2 Extent of Applicable Franchise Rights
Nothing in this Agreement shall be construed as giving Contractor the right to Collect
Recyclable Material which has not been discarded and placed for Collection by Contractor in the
location designated for that purpose.
8.6.3 AB 939 Obligations, Guarantee, and Indemnification
8.6.3.1 Warranties and Representations
Contractor warrants and represents that it is aware of and familiar with City's Source
Reduction and Recycling Element (the "SRRE "), that it is familiar with City's waste stream, and
that it has the ability to and will provide sufficient programs and services to ensure City will
meet or exceed the diversion goals (including, without limitation, amounts of Solid Waste to be
diverted, time frames for diversion, and any other requirements) set forth in AB 939 and AB 341,
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and all amendments thereto, and that it shall do so without imposing any costs or fees other than
those set forth on the attached Exhibit A (including if it implements new programs to achieve
such goals which are not called out herein). Stated otherwise, Contractor acknowledges that it is
responsible for ensuring that its various programs achieve the diversion requirements hereunder,
and that it may be required to modify its programs from time to time, at no additional cost to the
City or Customers, to meet such diversion requirements. Contractor specifically acknowledges
that the City's current mandated diversion goal as set forth pursuant to the Applicable Law is
50% but that commencing on January I, 2020, this diversion goal shall increase to 75 %.
8.6.3.2 Mutual Cooperation
City and Contractor shall reasonably cooperate in good faith with all efforts by each other
to meet City's diversion and other compliance requirements imposed by AB 939, AB 341 and
other Applicable Law. In this regard, City's obligations shall include, without limitation, making
such petitions and applications as may be reasonably requested by Contractor for time extensions
in meeting diversion goals, or other exceptions from the terms of AB 939, AB 341 and other
Applicable Law.
8.6.3.3 Waste Reduction and Program Implementation
Contractor shall implement the programs identified in the SRRE and Household
Hazardous Wastes Element ( "Hi -IWE ") of the City's General Plan immediately upon the
Effective Date hereof, and will implement any programs required by any amendments or
modifications thereto. Contractor shall provide City with monthly, quarterly and annual written
reports in a form adequate to meet City's AB 939 and AB 341 related tiling and reporting
requirements to CalRecycle and to the County of Los Angeles throughout the Term of this
Agreement wherein City's performance under the above programs shall be set forth in detail.
Contractor shall be responsible to prepare, or assist City with the preparation of all reports and
other information as may be required by any agency, including specifically, the State of
California, in order to comply with AB 939 and /or AB 341. Contractor shall reimburse City for
any costs City incurs in appearing before CalRecycle and /or the County of Los Angeles in
relation thereto.
8.6.3.4 Guarantee and Indemnification
Contractor warrants and guaranties that it will carry out its obligations under this
Agreement such that: (i) both it and City will at all times be in compliance with the requirements
of all Applicable Law including specifically AB 939 and AB 341, and (ii) City will meet or
exceed the diversion requirements (including, without limitation, amounts of Solid Waste to be
diverted, time frames for diversion, and any other requirements) set forth in AB 939, AB 341 and
all amendments thereto. In this regard, Contractor agrees that it will, in addition to any other
requirement contained herein, at its sole cost and expense:
(A) to the extent legally permitted, defend, with counsel approved by City,
indemnify, and hold harmless City and City's officials, employees, and agents from and
against all lines and /or penalties and other liabilities which may be imposed by
CalRecycle or any other regulatory agency if: (1) Contractor fails or refuses to timely
provide information relating to its operations which is required pursuant to this
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Agreement or any Applicable Law and such failure or refusal prevents or delays City
from submitting reports required by Applicable Law in a timely manner; or (2) the source
reduction and recycling goals, diversion goals, program implementation requirements, or
any other requirements of Applicable Law are not met with respect to the waste stream
Collected under this Agreement;
(B) assist City in responding to inquiries from CalRecycle;
(C) assist City in preparing for, and participating in, any review of City's
SRRE pursuant to Applicable Law;
(D) assist City in applying for any extension, including under Public
Resources Code Section 41820, if so directed by City;
(E) assist City in any hearing conducted by CalRecycle relating to City's
compliance with Applicable Law;
(F) assist City with the development of and implement a public awareness and
education program that is consistent with the City's SRRE and HHWE, as well as any
related requirements of Applicable Law;
(G) provide City with recycling, source reduction, and other technical
assistance related to compliance with the Applicable Law;
(H) defend, with counsel acceptable to City, City and City's officials,
employees, and agents against the imposition of fines and /or penalties, or any other
liabilities, issued by CalRecycle pursuant to AB 939;
(1) be responsible for and pay any fees, penalties or other costs imposed
against the City by CalRecycle, and indemnify and hold harmless City from and against
any fines, penalties, or other liabilities, levied against it for violation of AB 939's
diversion requirements, or violation of any other provision of the Applicable Law, arising
from or in any way related to Contractor's performance of its obligations under this
Agreement.
8.6.4 Waste Generation/Characterization Studies
Contractor acknowledges that City must perform Solid Waste generation and Disposal
characterization studies periodically to comply with the requirements of AB 939. Contractor
agrees to participate and cooperate with City and its agents and to accomplish studies and data
collection and prepare reports, as needed and directed by City, to determine weights and volumes
of Solid Waste Collected and characterize Solid Waste generated, disposed, transformed,
diverted or otherwise handled /processed to satisfy the requirements of AB 939.
8.6.5 Implementation of Additional Diversion Services
In the event City does not meet the current diversion goal of 50% imposed by AB 939 or
the 75% diversion goal of AB 341 when applicable with respect to all waste generated in City,
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City may direct Contractor to perform additional services (including the implementation of new
diversion programs) or modify the manner in which it performs existing services, and Contractor
agrees to do so at no additional charge. Pilot programs and innovative services which may entail
new Collection methods and use of new or alternative waste processing and disposal
technologies are included among the kinds of changes which City may direct.
8.7 Additional Services
As part of the consideration for entering this Agreement, Contractor shall provide the
following additional services at no charge, and shall not adjust its rates to Customers to offset
costs incurred in providing any of the following services:
8.7.1 Monitoring and Cleaning of Bin Enclosures
Contractor shall work with the City Manager in identifying and resolving continual
problems with overflowing Bins or Bin enclosures, and /or other unsanitary conditions caused by
Customers. Contractor shall clean out any overflowing Bins or Bin enclosures within City
within twenty -four (24) hours of notification by City. Contractor may bill Customers for any
such services when they are required by City at rates subject to approval by City.
83.2 Public Service Calls From City Departments
Contractor shall, free of charge, respond to calls from City's Maintenance and Code
Enforcement Divisions and from its Police Department, to provide Containers and dispose of
Bulky Items and other Solid Waste as a result of illegal or unauthorized dumping, or other Code
enforcement matters, occurring within City. Contractor agrees that if requested to provide such
services, in connection with abatement activities for which reimbursement is sought from the
property owner by City through abatement liens or otherwise, Contractor will provide billing
information sufficient for City to include it in its liens, and Contractor will be paid at such time
as the abatement lien is paid, or reimbursement is otherwise obtained by City from the property
owner. Upon receipt of a call for service from City made pursuant to this Section, Contractor
shall advise City within four (4) hours as to when service will be provided, and unless otherwise
agreed by City service shall be provided within 72 hours.
8.7.3 Collection at City Sponsored Events
Contractor shall provide Solid Waste and Recyclable Materials Collection at all City -
sponsored or supported non - profit events. The number, type and service requirements for these
events may vary from year to year.. This service shall include providing, servicing and storing
Containers (cardboard boxes, Carts, Bins and /or Rolloff Boxes), and Collecting, processing and
Disposing of all Solid Waste Collected in a manner that complies with all other provisions of this
Agreement, and the Applicable Law, including those related to diversion. Contractor shall
provide these services at no cost to the City or the event sponsors.
8.7.4 Recycling Assistance for Special Events
Contractor shall assist persons designated by City (whether City employees or private
individuals) who are responsible to coordinate special events or events in large venues (such as
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concerts or sporting events) in the implementation of recycling programs. Contactor shall be
responsible to prepare and submit to City a "waste reduction and recycling plan" prior to such
events, and within 30 days following each such event shall submit a waste characterization report
listing the amount of each material collected for disposal and recycling at the event.
8.7.5 City -Wide Sweep Program for Bulky Items
In addition to the Bulky Item Collection services set forth above, Contractor shall design
and implement a Bulky Item Sweep Program for Single Family and Multi - Family Dwellings (the
"Bulky Item Sweep Program "). The Bulky Item Sweep Program shall, at a minimum, divide the
City into sections and result in sweeps in each section at least once per month such that all
Premises where Single Family and Multi- Family Dwellings exist shall receive a sweep at least
once per month. The Bulky Item Sweep Program will further allow Customers at Single Family
and Multi- Family Dwellings to place Bulky Items for Collection on the designated day of the
sweep of their area such that the Bulky Items can be Collected without the need for a Customer
to call in for such service. Contractor's Bulky Item Sweep Program, contemplated as of the
Effective Date, is more fully set forth in Exhibit E which is attached hereto and incorporated
herein, and which may only be amended with the written consent of the City Manager.
Contractor shall produce, keep current, and provide public information specifically outlining its
Bulky Item Sweep Program, which shall specifically include the annual publication and
distribution of a brochure describing this service to all Single Family and Multi- Family Dwelling
Customers in City. "
8.7.6 Abandoned Item Collection
Contractor shall require its drivers to watch for abandoned Bulky Items ( "Abandoned
Items ") on City streets and alleyways while servicing their routes. Drivers shall alert {
Contractor's dispatch to the Abandoned Items, and thereafter Contractor shall arrange for the
Collection of such Abandoned Items within a reasonable time but not longer than three (3)
business days from the date the driver reported the Abandoned Items.
8.7.7 Holiday Trees
For a reasonable period (as determined by City) following December 25th each year,
Contractor shall, free of charge, pick up all Holiday Trees placed out for Collection by
Customers. Such trees shall not be comingled with other Solid Waste and shall be delivered to a
proper facility for processing, rather than disposal, as required by the provisions hereof.
8.7.8 Handling of Electronic Waste
Contractor shall Collect electronic waste, or "e- waste," and/or "universal waste," from
any Customer in the manner set forth herein, but shall handle and dispose of such materials in
accordance with all Applicable Law.
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8.7.9 Battery Drop Off Program
Contractor shall manage the City's existing battery drop off program at City facilities, at
no charge. Contractor shall handle and dispose of batteries Collected in accordance with all
Applicable Law.
8.7.10 Curbside Motor Oil Collection Program
Contractor shall upon request manage grant funds received by City for a curbside motor
oil program; and create and implement a program for curbside collection of motor oil ( "Curbside
Motor Oil Program ") to the satisfaction of the City Manager which may take such funds into
account. At a minimum, the program shall allow Customers to phone in requests that motor oil
be collected, and provide for technical support and materials (such as containers for used oil).
8.7.11 Block Watch Program
Contractor shall provide up to twenty -four (24) Rolloffs per year for Collection of Solid
Waste for City's existing Block Watch Program, and shall provide Solid Waste Handling
Services, in connection therewith. Contractor shall work with the City Manager to create written
guidelines satisfactory to the City Manager for the distribution of such Rolloffs.
8.7.12 City -Wide Clean Up Events
Contractor shall promote and conduct at least two Bulky Item and Solid Waste drop -off
events (clean -up days) per year at no cost to City. Contractor shall obtain prior approval for the
date of the events (typically on a Saturday) from City, and for the location of the events. On
event day, Contractor shall accept all Solid Waste and Bulky Items dropped off by City
residents. Residency will be proved by driver's license, utility bills, or other method approved by
City. Contractor may impose the following restrictions on material Collected:
+ No single item that cannot be handled by two workers will be accepted. .
• The following items will not be Collected: Hazardous Substances, Hazardous
Waste, including waste oil or anti- freeze; concrete and dirt; excepting that all
materials defined as Bulky Items, including televisions, monitors and other items
referred to as "e- waste," shall be Collected by Contractor and be properly handled
in accordance with all Applicable Law.
Contractor shall record by class and weight (in tons) the Solid Waste Collected during the
cleanup events. Contractor shall record the types and weights (in tons) of Solid Waste diverted
during these cleanups from the landfill through recycling, reuse, Transformation or other means
of diversion.'
8.7.13 Services for Public Trash Cans Alone Streets and at Bus Stops
As of the Effective Date, City has eighty -three (83) Solid Waste Collection Containers
'( "Public "brash Cans ") placed along streets and generally at bus stops throughout City. Three
times per week during the Term hereof Contractor shall, at its expense: (1) provide Solid Waste
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Collection services for each Public "trash Can; (2) change the liner in each Public Trash Can; (3)
clean the inside, outside and lid of each Public Trash Can in a manner reasonably satisfactory to
City; and (4) clean up any Solid Waste that has been discarded next to or generally around each
Public Trash Can in a manner reasonably satisfactory to City. The forgoing services shall be
provided on a schedule to be submitted to the City Manager for approval, and unless otherwise
agreed shall occur at least once .on every Monday, Wednesday and Friday. Contractor shall
replace the current Public Trash Cans with new Containers, of a design satisfactory to the City
Manager, upon the Effective Date of' this Agreement. Contractor shall also provide additional
Containers, of the same design, to be used as Public Trash Cans at any location designated by
City, and shall be responsible to replace lost, damaged or stolen Public Trash Cans. City may
change the schedule for the forgoing services to be provided at Public Trash Cans from time to
time and may change, increase or decrease the locations for Public Trash Cans. Notwithstanding
any provision herein to the contrary, Contractor shall only be responsible for providing Public
Trash Cans, and the above noted services at Public Trash Cans, at no charge for a maximum of
100 locations (although Contractor may have to replace lost or stolen Public Trash Cans at such
locations at its cost on multiple occasions.) A list of the eighty -three (83) locations designated
for Public Trash Cans as of the Effective Date is attached hereto as Exhibit F.
8.8 Special Services
Contractor may provide special pickup procedures or services in addition to the services
described herein for Customers who request or require such services at reasonable rates
established by Contractor, which rates are subject to approval by the City Manager. Contractor
shall notify the City Manager of any such services prior to such time as they are provided in
order to allow the City an opportunity to conduct necessary inspections, review the proposed
rate, and impose appropriate regulations.
SECTION 9.
MINIMUM STANDARDS FOR CONTRACTOR'S SOLID
WASTE HANDLING SERVICE COLLECTION VEHICLES
9.1 General
. Contractor shall provide vehicles for the Collection of Solid Waste ( "Collection
Vehicles ") that are sufficient in number and capacity to efficiently perform the work required by
this Agreement in strict accordance with its terms. Contractor is expressly obligated to provide
such Collection Vehicles and routes as are required to meet the service standards set forth herein.
.Contractor shall have available on Collection days sufficient back -up vehicles for each type of
Collection Vehicle used to respond to complaints and emergencies. Upon or prior to the
Effective Date of this Agreement and prior to the start of any extension period of this Agreement
pursuant to Section 6, Contractor shall provide City with a report containing the information
required under South Coast Air Quality Management District's Rule I I93(d)(7).
9.2 Air Quality /Fuel Requirements
Contractor's Collection Vehicles shall comply with all rules and regulations of the South
Coast Air Quality Management District, the Air Resource Board, and any other regulatory body
that may be in effect during the Term of this Agreement, as well as other federal, state and local
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laws and regulations that may be enacted during the Term of this Agreement. Contractor's
Collection Vehicles shall meet or exceed such air quality standards as may be adopted by the
forgoing regulatory bodies during the Term. Contractor's Collection Vehicles shall comply with
the requirements in the South Coast Air Quality Management District's Rule 1 193 regardless of
whether Contractor would otherwise not be subject to Rule 1 193 according to the "Applicability"
determination in Rule 1193(b) or as otherwise stated in Rule 1193.
9.3 Purchase of New Vehicles
Upon the Effective Date Contractor shall use brand new vehicles, meeting all other
requirements of this Agreement, that exist within its Fleet and which it intends for ultimate use in
another jurisdiction. Contractor agrees to purchase new vehicles for use in City within one year
of the Effective Date, and shall use its local office within City as the point of sale for such
vehicles for sales tax purposes.
9.4 Specific Requirements
Each Collection Vehicle utilized by Contractor in the performance of this Agreement
shall meet the following minimum standards:
(A) Each Collection Vehicle shall consist of an engine manufactured no earlier
than in 2010 and a chassis manufactured no earlier than in 2011.
(B) Each Collection Vehicle must be fueled by Compressed Natural Gas
( "CNG ").
(C) Each Collection Vehicle shall be registered with the California
Department of Motor Vehicles.
(D) Each Collection Vehicle shall be inspected regularly by Contractor to
ensure it meets the requirements of the California Vehicle Code and the California
Highway Patrol. Contractor shall provide copies of its Biannual Inspection of Terminal
( "BIT ") inspection reports to City within 30 days of its receipt of such reports and shall
make all records related to its vehicles, including Contractor's maintenance records,
available to City upon request by the City Manager.
(E) Each Collection Vehicle shall be equipped with devices capable of
covering every open section of the vehicle in which Solid Waste may be placed and,
while operating upon the public rights -of -way, shall be covered so as to prevent any Solid
Waste from falling or being blown or otherwise dislodged from the vehicle.
(F) Each Collection Vehicle shall be continuously maintained so as to both:
(1) meet the highest industry standards with regards to efforts to prevent liquid from
leaking and to the degree possible ensure each Collection Vehicle is "watertight" and
"leak- proof" and, (2) at all times comply with the provisions of all laws and regulations
including the Vehicle Code and any applicable NPDES permit, with regard to materials
leaking from Collection Vehicles. Contractor shall be responsible to promptly clean any
spillage or Solid Waste that leaks or otherwise escapes the vehicle.
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(G) Each Collection Vehicle shall be painted periodically, and not less than
once every two years, which shall include all necessary body work, and shall be regularly
cleaned, so that such vehicles do not become unsightly, as determined by the City
Manager. Each vehicle shall be painted with Contractor's colors and identifying
information as required herein.
(H) Contractor's name, local or toll free telephone number, and a vehicle
number shall be visibly printed or painted in letters not less than five (5) inches in height
on both sides of each Collection Vehicle. Any other information or signage printed,
painted, or displayed on Contractor's Collection Vehicles, when such Vehicles are
providing Collection services within City Limits, shall be subject to approval by City.
(1) - Contractor shall allow City, at no additional charge, to place City
advertisements related to City and City sponsored events on Contractor's Vehicles while
such Vehicles are providing Collection services within City Limits.
(J) Each Collection Vehicle shall be maintained in a clean and sanitary
condition, both inside and out.
(K) Each Collection Vehicle shall carry a broom, shovel, and operable fire
extinguisher, and shall be equipped with a communication device sufficient to allow the
driver to communicate directly with Contractor's dispatcher and/or main office.
(L) Each Collection Vehicle shall be kept in good repair and working order,
and shall be equipped with appropriate safety equipment, including any new safety
related technologies that become standard in the waste industry, and at a minimum shall
have a video monitor based back -up system, or its equivalent. Contractor shall keep a
sufficient supply of replacement parts and equipment on hand to ensure adequate vehicle
maintenance and timely and continuous performance of the services contemplated by this
Agreement.
(M) Contractor shall inspect each Collection Vehicle daily to ensure that all
equipment is operating properly. Collection Vehicles which are not operating properly
shall be removed from service until repaired and operating properly. Contractor shall
perlorm all scheduled maintenance functions upon Collection Vehicles in accordance
with the manufacturer's specifications and schedule. Contractor shall repair, or arrange
for the repair of, ail of its vehicles and equipment for which repairs are needed because of
accident, breakdown or any other cause so as to maintain all equipment in a safe and
operable condition. Contractor shall keep accurate records of all Collection Vehicle
maintenance and repair, recorded according to date and mileage, including signed
verifications that repairs and maintenance has been properly performed, and shall make
such records available to City upon request.
(N) No Collection Vehicle shall be utilized if it is leaking brake, hydraulic, or
other fluids, and Contractor shall clean tip any leaks or spills from their vehicles per the
NPDES permit in effect at the time. No fluids shall be washed into storm drains at any
time. All NPDES dry - cleaning measures shall be complied with. All Collection
Vehicles must be equipped with absorbent for such cleanup efforts.
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(0) Upon request, Contractor shall furnish City a written inventory of all
equipment, including Collection Vehicles, used in providing service pursuant to this
Agreement. This inventory shall list all equipment by manufacturer, ID number, date of
acquisition, type and capacity.
(P) Contractor shall utilize Collection Vehicles of a size, weight, nature, and
type so as to not be unreasonably intrusive on the community with respect to noise,
emissions, maneuverability, safety, and other factors and to avoid or minimize pavement
damage and wear and tear of the street or adjacent properties, as approved by the City
Manager.
(Q) Contractor shall not load Collection Vehicles in excess of the
manufacturer's recommendations or limitations imposed by state or local, laws or
regulations. Noise levels of equipment used for Collection shall not exceed.75db
(seventy -five decibels) when measured at a distance of twenty -five (25) feet from the
vehicle, five (5) feet from the ground.
9.5 Costs of Operation and Damages
Contractor shall be responsible for any costs incurred in connection with ensuring all
Collection Vehicles comply with all Applicable Law, including without limitation, any such laws
and regulations that may now exist or hereinafter be adopted relating to noise, fuels, emission
standards, or weight limits.
9.6 City Inspection
City may cause or require any Collection Vehicle used in performance of this Agreement
to be inspected and tested at any time and in such manner as may be appropriate to determine
that the vehicle is being maintained in compliance with the provisions of this Agreement.
9.7 Correction of Defects and Removal of Vehicles from Use within City
Contractor agrees to immediately remove from service, and replace or repair, to the City's
satisfaction, any Collection Vehicle which City determines to be of unsightly appearance, unsafe,
unsanitary, leaking, out of compliance with any law or regulation or this Agreement, or
otherwise in an unsatisfactory operating condition; and any such vehicle shall not be returned to
service until the City Manager gives his written consent for its return.
SECTION 10.
CONTRACTOR'S SOLID WASTE HANDLING
SERVICE PERSONNEL
10.1 Uniforms
Each of Contractor's Collection employees shall wear a clean uniform bearing
Contractor's name.
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10.2 Identification of Emplovees
Contractor shall provide identification badges, cards or similar devices, for all of its
employees, and all authorized subcontractors, who may make personal contact with residents of
the City. City may require Contractor to notify Customers yearly of the form of said
identification.
10.3 Employee List
Contractor shall provide a list of current employees and authorized subcontractors to City
upon request.
10.3.1 Local Hiring,
Contractor shall hold at least two job fairs in City prior to the Effective Date to allow
local residents an opportunity to apply and be considered for the positions being created by this
Agreement. Contractor will provide a local preference to residents of the City provided they
meet Contractors currently in place hiring requirements. Contractor shall hold these job fairs on
Saturdays to allow for maximum participation and will advertise the job fairs in the local media.
Contractor shall endeavor to Fill all positions created by this Agreement (which it indicates to be
fifteen (15) full and part -time positions) through these job fairs with residents of the City, and
further shall endeavor to continue to fill such positions as they become available during the Tent
with qualified City residents.
10.4 Driver's License
Each employee operating a vehicle as part of his or her duties shall, at all limes, carry a
valid operator's license for the type of vehicle he or she is operating. All employees who may
have contact with Customers in the coarse of performing their duties shall possess the ability to
communicate effectively with Customers.
10.5 Screening of Field Employees
Contractor shall make reasonable efforts to determine if its employees working in the
field (i.e., drivers of Collection Vehicles, and employees otherwise involved in Collection at
Customer Premises) have been convicted of a felony, and shall identify any such employees
known to it to City. City shall have the ability to require that any employee so identified by
Contractor not work in the field within City.
10.6 Discontinued Use of Unsatisfactory Employees
No employee shall continue to have any involvement whatsoever with regard to any work
in anyway relating to or arising from this Agreement if City gives notice to Contractor that such
employee is determined by City to be discourteous, disorderly, inefficient, or otherwise
objectionable (provided the term "otherwise objectionable" shall not permit City to "ban" an
employee for reasons that violate public policy; and, further, City shall give a reason for
' requesting the "ban" of any employee from engaging in work related to this Agreement).
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103 Training and Legal Compliance
Contractor shall provide operating and safety training that meets minimum OSHA
standards for all personnel, and shall comply with all laws and regulations applicable to its
employees and personnel.
10.8 Customer Service
10.8.1 Local Office; Local Participation
Contractor agrees to establish a local office within City to provide administrative and
liaison services prior to the Effective Date. Said office shall be open at a minimum, from 8:00
a.m. to 5:00 p.m. Monday through Friday, and 8:00 a.m. to 12:00 p.m. Saturday, holidays
excepted. At least one responsible and qualified representative of Contractor, capable of
communicating in English and Spanish, shall be present and available during all times that an
office is required to be open as noted above ( "Office Hours "), for personal communication with
the public regarding Billing, the payment of Bills, complaints, customer service inquiries, etc.
and a similarly qualified person shall be available for communication with the public by phone
during any times other than Office Hours when Collection is occurring. Contractor's
representative shall be responsible for investigating and resolving inquiries, complaints, billing
questions and billing disputes, and shall work with City's staff as may be required to do so. It is
the intent of this provision that Contractor, not City, will be the primary contact with Customers
having inquiries and billing disputes. In the event the resolution of any inquiry, complaint or
dispute results in the need to change, modify, or adjust a Customer's Bill, Contractor shall be
responsible to provide notice thereof to City as required under Section 13.2.3.2. Once
established, Contractor shall make the above noted local office the point of sales for all
equipment purchased to provide the services required by this Agreement.
10.8.2 Telephone Customer Service Requirements
10.8.2.1 Toll Free Number
Contractor shall maintain a toll free telephone number that rings at an office
within Los Angeles County at all times during Office Hours. Both English and Spanish
speaking personnel will be available during Office Hours to assist Customers with
telephonic inquiries. Contractor shall have the ability (through the use of outside
resources or otherwise) to communicate with Customers who only speak Spanish to
ensure their inquiries, questions, complaints and other matters are dealt with in a
reasonably timely fashion. All such personnel shall be polite and responsive, and shall be
sufficiently knowledgeable, and have the authority to respond and /or advise Customers
seeking assistance- Contractor's telephone system shall be adequate to handle the volume
of calls typically experienced on the busiest days. Contractor shall provide City with a
24 -hour emergency number to a live person, not voice -mail.
10.8.2.2 Call Responsiveness
Contractor shall make reasonable attempts to answer all phone calls within five
(5) rings. If a call has been placed on hold for three (3) minutes, the caller will either be
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switched to a message center which shall be responsible to obtain the caller's address and
phone number, or a Customer service representative will obtain the Customer's address
and a number at which the call can be returned. Contractor shall make at least three
attempts within the next twenty -four (24) hour period to return the call, with the first such
attempt not more than one (1) hour after the caller leaves the message. If Contractor is
unsuccessful in contacting the Customer after following this procedure, it shall send a
letter to the caller indicating its efforts.
10.8.3 Complaint Documentation
All service complaints shall be directed to Contractor. Contractor shall log all complaints
received and said log shall include the date and time the complaint was received, the name,
address and telephone number of the complaining party, a description of the complaint, the name
of the employee recording the complaint and the action taken by Contractor to respond to and
remedy.the complaint. All written Customer complaints and inquiries shall be date - stamped
when received. All complaints shall be initially responded to within one (1) business day
(Monday through Friday) of receipt. Contractor shall log action taken to respond to and remedy
the complaint. Daily logs of complaints shall be retained for a minimum of twenty -four (24)
months. All Customer service records and logs kept by Contractor shall be available to City
upon request. City shall, at any time during regular Office Hours, have access to Contractor's
Customer service department for purposes that may include monitoring the quality of Customer
service or researching Customer complaints. Contractor shall provide to City on a monthly,
quarterly, and annual basis, a complaint log, in a form satisfactory to the City, that includes all of
the complaints logged pursuant to this Section, the complainant and the resolution.
10.8.4 Resolution of Customer Complaints
Disputes between Contractor and its Customers regarding the services provided in
accordance with this Agreement may be resolved by the City. The City's decision shall be final
and binding. Should Contractor and Customers not be able to establish a mutually acceptable fee
to be charged for special services as set forth in Section 8.8, the matter shall be dealt with
pursuant to this Section, be determined by the City, and the City's decision shall be final.
Interventiomby the City is not a condition precedent to any rights or remedies third parties might
otherwise have in any dispute with Contractor. Nothing in this Section is intended to affect the
remedies of third parties against Contractor.
10.8.5 Government Liaison
Contractor shall designate in writing a "Government Liaison" who shall be responsible
for working with City and /or City's designated representative(s) to resolve Customer complaints.
City shall have the right to approve Contractor's choice for a liaison. It is anticipated that the
Government Liaison will regularly attend City events involving community outreach programs
and will routinely attend City Council meetings.
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10.9 Education and Public Awareness
10.9.1 General
Contractor acknowledges and agrees that education and public awareness are critical, key
and essential elements of any efforts to achieve the requirements of AB 939. Accordingly,
Contractor agrees to exploit opportunities to expand public and Customer knowledge concerning
needs and methods to reduce, reuse and recycle Solid Waste and to cooperate fully with City in
this regard.
10.9.2 Written Program Materials
Contractor shall maintain a program of providing information relevant to the need and the
methods to reduce, reuse and recycle Solid Waste, and Contractor upon request from City, may
include such information along with Bills provided to Customers and /or provide said materials to
City in a format acceptable to City for inclusion with Bills City sends on Contractor's behalf
pursuant to Section 13.2. All public education materials shall be approved in advance by City.
Contractor shall keep a record of all promotional and public education materials utilized, and
shall provide quarterly reports summarizing its public outreach and education efforts.
10.9.3 Public Outreach
At a minimum, Contractor shall conduct school assemblies and promote recycling
through presentations and educational materials to the Chamber of Commerce, homeowners
associations, construction contractors and other civic groups. Contractor shall also provide
articles on recycling for local newsletters.
10.9.4 On -going Education Requirements
In order to promote public education, in addition to any other materials it develops,
Contractor shall create the following public education materials and programs at its expense,
which will be distributed as indicated below. All of these materials and programs shall be
produced and /or available in both English and Spanish languages, and all written materials shall
be approved by City in advance of distribution, and shall bear the City seal, unless otherwise
approved by the City:
10.9.4.1 Annual Notices
Not less than once each year during the Term of this Agreement, Contractor shall
prepare and distribute to each Customer a brochure providing relevant information about
- Contractor's services, including, at a minimum: information regarding access to and use
of available services; Collection schedules; holiday Collection schedules; Contractor's
Customer service numbers; procedures to begin and terminate services; and information
promoting and explaining available programs, such as Mixed Waste, Recycling, Green
Waste, Holiday Tree and Bulky Item Collections, the availability of Household
Hazardous Waste and e -waste Collection, and the proper handling and disposal of such
wastes.
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10.9.4.2 How -To Brochure
Contractor will prepare and distribute a brochure packet to new Customers when
they start service. This packet will contain updated information on how to use the
Contractor - provided Carts, when, where and how to place Solid Waste for Collection,
and who to contact with service or Billing questions.
10.9.4.3 Corrective Action Notice
Contractor shall develop a corrective action notification form for use in instances
where a Customer sets out inappropriate materials for Collection, that explains the
appropriate manner for disposal of such items.
10.9.4.4 Contractor Representative
Contractor shall retain on its staff an individual who shall as part of his or herjob
function routinely visit civic groups, school assemblies, and homeowners' associations, to
promote and explain the Recycling options and other programs that Contractor offers,
and participate in demonstrations and civic events.
10.9.4.5 Web Site Page
Contractor shall dedicate one page of its web site to City services, which shall
include at least the following information: a listing of contact names and numbers for
Customer Service; information on Bulky Item Collection; Collection schedules, including
holiday schedules; and the procedures to begin and terminate services. During the first
six months following the implementation of new services hereunder, this web page shall
also provide information explaining the new service, and the proper use of Carts.
Contractor shall assist the City in establishing a link to this web page from the City's web
site.
SECTION 11.
CONTRACTOR'S CONSIDERATION
In addition to any other consideration set forth herein, as part of its consideration for
entering this Agreement, and for the exclusive franchise, right and privilege to provide Solid
Waste Handling Services within City as specified herein Contractor shall provide the following:
11.1 Reimbursement of Negotiation Costs
Contractor shall pay to City a_one -time lump sum payment to reimburse the City for its
actual staff expenses and out -of- pocket costs (including specifically consultant and legal fees) it
incurred in connection with the Request for Proposals ( "RFP ") process for Solid Waste Handling
Services, the negotiation of this Agreement, and ultimate award of this Agreement. City shall
provide an invoice to Contractor for the amount due pursuant to this Section and the outstanding
amount shall be paid by Contractor within thirty (30) days of being invoiced by City.
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11.2 Administrative Cost Reimbursement
On or before July 1, 2014, and on or before July 1 each year thereafter, Contractor shall
make a payment to City in the amount more fully set forth in this paragraph intended to defray its
administrative costs related to this Agreement (the "Administrative Cost Reimbursement "). The
amount of the annual Administrative Cost Reimbursement shalt be the sum of. (1) Fifty
Thousand Dollars ($50,000.00) [adjusted annually by the change in the Consumer Price Index
for the 12 month period ending the preceding March 31, for All Urban Consumers,
CUURA421SAO not seasonally adjusted, all items index (CPI -U) — Los Angeles County,
Riverside County, Orange County average], intended for use with ongoing compliance review as
noted in Section 27.3; plus (2) City's actual legal fees and out of pocket costs incurred in the
administration of this Agreement, including fees and costs associated with analyzing new
legislation, considering requests from Contractor (including specifically, without limitation,
requests for rate increases), and otherwise analyzing issues that arise in connection with this
Agreement. Commencing with the payment due July I, 2014, invoices for the Administrative
Cost Reimbursement will be provided to Contractor by City and shall be due to City within thirty
(30) days of the date such invoice is mailed by City, or on July 1, whichever comes later. If any
invoice for the Administrative Cost Reimbursement is not timely paid by Contractor, and in
addition to any other remedy provided by law, Contractor shall pay to City a penalty in an
amount equal to ten percent (10 %) per month, or portion thereof, of the amount owing until paid.
11.3 Franchise Fee
11.3.1 Initial Franchise Fee
Contractor shall pay to City an initial one -time lump sum fee of $1,000,000 ( "Initial
Franchise Fee ") as consideration for the award of this Agreement. The Initial Franchise Fee
shall be due on or before the Effective Date of this Agreement.
11.3.2 Monthly Franchise Fee
Contractor shall pay to City, a franchise fee equal to fifteen percent (15 %) of Contractor's
annual Gross Receipts each year, or portion thereof, during the entire Term of this Agreement
(the "Franchise Fee "). Said Franchise Fee shall be paid to City monthly on or before the
fifteenth (15th) day of each month. Should any such due date fall on a weekend or holiday in
which the City's business offices are closed, payment shall be due on the first day thereafter in
which the City's business offices are open. The amount of each payment shall be equal to fifteen
percent (15 %) of Contractor's Gross Receipts in the calendar month preceding the date payment
was due. The Franchise Fee due hereunder shall apply to Gross Receipts of Contractor collected
after the expiration of the Term hereof relating to Contractor's performance during the Term
hereof. Franchise Fees shall be accompanied by a statement certified by an officer of Contractor
attesting to the accuracy of the amounts paid, and setting forth the basis for their calculation in a
manner acceptable to City.
11.4 Administrative Fee
Contractor shall pay to City, an administrative fee equal to seven percent (7 %) of
Contractor's annual Gross Receipts each year, or portion thereof, during the entire Tenn of this
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Agreement (the "Administrative Fee "). Said Administrative Fee shall be paid to City monthly on
or before the fifteenth (15th) day of each month. Should any such due date fall on a weekend or
holiday in which the City's business offices are closed, payment shall be due on the first day
thereafter in which the City's business offices are open. The amount of each payment shall be
equal to seven percent (7 %) of Contractor's Gross Receipts in the calendar month preceding the
date payment was due. The Administrative Fee due hereunder shall apply to Gross Receipts of
Contractor collected after the expiration of the Term hereof relating to Contractor's performance
during the Term hereof. Administrative Fees shall be accompanied by a statement certified by
an officer of Contractor attesting to the accuracy of the amounts paid, and setting forth the basis
for their calculation in a manner acceptable to City.
11.5 Services at City Facilities
Contractor shall provide Collection services at all Premises owned and /or operated by the
City, at no cost to City and shall provide Containers for such service as City deems appropriate
for each of its various Premises (i.e., Carts, Bins or Rolloff Boxes). Such services shall be
provided for all existing City facilities, as they may be expanded from time to time, as well as all
new or additional facilities acquired /constructed during the Term hereof at no additional cost.
Contractor shall carry out its obligations pursuant to this provision in a manner, and to a degree,
approved by the City Manager.
11.6 Recyclable Materials Revenue Sharing
Contractor shall make a payment of Ten Thousand Dollars ($10,000) per month ( "CRV
Fee ") [adjusted annually each July 1 by the change in the Consumer Price Index for the 12 month
period ending the preceding March 31, for All Urban Consumers, CUURA421SAO not
seasonally adjusted, all items index (CPI -U) — Los Angeles County, Riverside County, Orange
County average] to City which is intended as a sharing in revenues paid to Contractor by the
State related to the California Redemption Value program. The CRV Fee shall be paid to City
monthly on or before the fifteenth (15th) day of each month. Should any such due date fall on a
weekend or holiday in which City's business offices are closed, payment shall be due on the first .
day thereafter in which City's business offices are open.
11.7 Annual Contribution to Community Programs
Contractor shall make a payment of $100,000 to City each year during the Term hereof
for City to use for community programs of any nature as it deems appropriate (the "Community
Program Payment "). Such payments shall be due on or before July 1 of each year, except that
the first payment shall be due on or before December I, 2013. The Community Program
Payment shall be adjusted each year during the Term by the change in the Consumer Price Index
for all Urban Consumers, CUURA421SA0 not seasonally adjusted, all items index (CPI -U) —
Los Angeles County, Riverside County, Orange County average, for the 12 -month period ending
the preceding March 31.
1 1.8 Los Angeles Regional Agency Fee
City is a member of the Los Angeles Regional Agency ( "LARA "). LARA promotes
environmental responsibility that is consistent with AB 939. Contractor shall reimburse City its
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annual membership fee, and payment shall be due within 30 days of being invoiced for this
amount by City. In the event City discontinues its LARA membership, Contractor shall
thereafter on July 1 each year make an annual payment to City in an amount equal to the amount
of its last LARA membership fee, adjusted each year by the formula set forth in Section 11.7.
11.9 Reimbursement of Audit Fees
Contractor recognizes that City incurred fees in auditing its previous franchise agreement.
In addition to other fees required under this Agreement, Contractor shall pay to City a one -time
lump sum payment of $100,000 to offset the costs City incurred in said audit ( "Audit Offset ").
The Audit Offset shall be due on or before the Effective Date of this Agreement.
I LI0 Residential Billinp Payment
Contractor shall make a payment of $10,000 to City each year during the Term hereof in
consideration for the City directly Billing, on Contractor's behalf, Customers at Single Family
and Multi - Family Dwellings receiving Cart service ( "Residential Billing Payment "). The
Residential Billing Payment shall be due on or before July 1 of each year, except that the first
payment shall be due on or before the Effective Date. The Residential Billing Payment shall be
adjusted on July I each year during the Term by the change in the Consumer Price Index for all
Urban Consumers, CUURA421SAO not seasonally adjusted, all items index (CPI -U) — Los
Angeles County, Riverside County, Orange County average, for the I2 -month period ending the
preceding March 31.
SECTION 12,
CHARGE FOR LATE PAYMENTS
In the event Contractor fails to timely make any of the payments provided for in this
Agreement (whether reimbursements, Franchise Fees, payments of funds collected in connection
with billing services, or otherwise), Contractor shall pay to City, as additional consideration, a
sum of money equal to five percent (5 %) of the amount due. This amount is required in order to
defray those additional expenses and costs incurred by City by reason of the delinquent payment
including, but not limited to, the cost of administering, accounting for, and collecting said
delinquent payment and the cost to City of postponing services and projects necessitated by the
delay in receiving the revenue. In addition, any amounts not paid to City by Contractor within "
sixty (60) days of the due date shall be subject to interest in the amount of ten percent (10 %) per
annum, calculated on a daily basis for each day such sums remain past due.
SECTION 13,
CONTRACTOR'S BILLING SERVICES AND SYSTEMS
13.1 Rates For Services
Contractor shall provide services pursuant to this Agreement at rates it sets, charges to,
and collects from Customers; provided, however, Contractor's rates shall not exceed those set
forth in the attached Exhibit A, which sets out the maximum rates that may be charged by
Contractor for the "various different service options that may occur hereunder, as such maximum
rates may be adjusted from time to time pursuant to the terms hereof.
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13.2 Billing Services Provided by City for Customers at Single and Multi - Family Dwellings
13.2.1 General
Each Customer at a Single and Multi- Family Dwelling receiving Solid Waste Handling
Services via Carts will be billed by the City 'on behalf of Contractor on a bimonthly basis (i.e.,
once every, two months). Contractor shall be responsible to provide City with sufficient
information to generate Bills for Customers as more fully set forth in Section 13.2.3, including:
the rate to be charged, the number of Carts each Customer receives, and any such other
infonnation the City may reasonably request. Bills sent by City will direct Customers to mail
payments to City, and City will collect payments mailed to it by Customers on behalf of
Contractor, deduct applicable Franchise Fees, Administrative Fees, as well as such other
amounts (if any) owed to City pursuant to the terms hereof, and thereafter remit the balance to
Contractor. If, for any reason, Billing for a Customer at a Single or Multi - Family Dwelling
receiving Cart service is not provided by City as contemplated by the parties herein, such
Customer shall be billed for services by Contractor in the same manner as other Customers, as
set forth herein below. While City is Billing Customers on behalf of Contractor, Contractor shall
be responsible for collection efforts in the event Customer's do not pay Bills provided by City.
City shall assist Contractor with its collection efforts if requested by Contractor, however City's
obligation shall be limited to providing such assistance as it deems reasonable and prudent.
13.2.2 Refunds for Vacant Properties
Customers that own Single and Multi - Family Dwellings receiving Cart service which are
vacant for more than ninety (45) days shall be entitled to a refund from Contractor for any
amounts paid for each thirty (30) day period during which the vacancy exists. Such Customers
shall be responsible to provide reasonable evidence to Contractor, pursuant to such guidelines as
the City Manager is hereby authorized to develop, demonstrating the Premises was vacant for the
period in question and that payments for which reimbursement is sought was paid. Requests for
refunds shall be made within twelve (12) months of the date payment is made. Contractor shall
be responsible to develop a methodology for evaluating and paying such refund requests, which
shall be subject to-the City Manager's approval. Any Customer grievance regarding a request for
a refund pursuant to this Section may be appealed by the Customer to the City Manager whose
decision shall be final. Contractor shall be entitled to receive a credit against future Franchise
Fee and Administrative Fee payments for overpayments of Franchise Fees and Administrative
Fees that may occur due to refunds provided pursuant to this Section. Prior to receiving a credit
due to refunds, Contractor shall submit written evidence of the actual refunds issued by
Contractor to Customers. This written evidence shall include the service address associated with
the account for which a refund was issued, the number of thirty (30) day vacancy periods, and
any other information required by the City Manager to demonstrate that a refund was issued.
13.2.3 Contractor's Billing Reports
13.2.3.1 Monthly Reporting
To ensure City shall have up -to -date pertinent data for Bills City sends to Customers
pursuant to Section 13.2, Contractor shall provide a monthly report for Billing purposes to the
City, which includes such information as deemed necessary by the City Manager. This report
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shall at a minimum include the following information with respect to Customers at Single and
Multi - Family Dwellings:
(A) _ The service address and corresponding billing address for each account
(B) An itemized quantity of each type of service received for each
corresponding account, as well as the maximum rate charged for each type of service.
(C) The serial numbers or other identifying information associated with each
Cart for each service address.
(D) Any other information the City Manager deems pertinent in order for City
to provide Customers at Single and Multi- Family Dwellings receiving Cart service with
Bills that explain to Customers the types of services they are receiving and the rates
charged for each individual service.
Under this Agreement, a Bill for a Single Family Dwelling may correspond with one
service address, but multiple Dwelling Units may exist for that service address. Thus, a Bill for a
Single Family Dwelling may have more than one set of Carts (i.e., Mixed Waste and Green
Waste Carts) being billed at the standard rate, and Contractor shall provide City with sufficient
information such that the Bills City issues on Contractor's behalf can specify the number of sets
of Cart(s), and the number (if any) of extra Carts, for which the Customer is being billed at a
particular service address, as well as the corresponding serial numbers or other identifying
information tied to each Cart.
13.2.3.2 Notices to City Regarding Service Changes
In addition to the reports required under Section 13.2.3.1, Contractor shall, within two (2)
business days following Contractor becoming aware of any of the below events occurring at a
Single or Multi- Family Dwelling for which City provides Billing on behalf of Contractor,
provide written notice to the City Manager of:
(A) The addition or cancellation of service by any Customer.
(B) Any change to the level of service received by Customer.
(C) Any change to the quantity of Carts at a service address, including, the
new serial numbers associated with any new Carts.
(D) Any vacancy.
(E) Contractor's suspension of service in accordance with Section 13.4.
(F) Any Customer Billing dispute or inquiry, including a Customer inquiry
under Section 10.8.1, related to the level of service and amounts charged for such service
and the resolution (if any) thereof.
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13.3 Direct Billing by Contractor
13.3.1 General'
In connection with any Customer not billed on behalf of Contractor by City for services
provided hereunder, Contractor shall provide itemized Bills for Solid Waste Handling Services,
distinctly showing charges for all classifications of services, including charges for late payments
and the period of service for which the Bill applies. Contractor acknowledges that it, and not
Customers, is to pay a Franchise Fee and Administrative Fee to City as consideration for this
Agreement. Accordingly, Contractor's bills shall not include separate itemization of a "franchise
fee," "administrative fee" or other similar designation relating to fees which Contractor is
required to pay to City. Billings shall be made on a monthly basis. Customers may be billed in
advance of, or subsequent to services being provided. Customers at Premises ordering service
after the first of the month or canceling service prior to the end of the month shall be charged on
a prorated per - pickup basis.
13.3.2 Unoccupied Premises
During any time when a Premises is unoccupied for more than forty -five (45) days, and
Collection services are not provided by Contractor, Contractor shall not Bill such Premises for
Solid Waste Handling Service. Contractor shall remove its Containers from any Premises after
being notified by a Customer that service is to be cancelled as a result of the Premises being
unoccupied. The Customer at any such Premises shall be responsible to provide notice to
Contractor to cease service due to a vacancy, as well as reasonable evidence pursuant to such
guidelines as the City Manager is hereby authorized to develop, demonstrating the Premises was
vacant for the period in question. Such Customers shall be entitled to a refund from Contractor
for any amounts paid to Contractor for each thirty (30) day period during which the vacancy
exists. Any Customer grievance regarding a claim that a Premises was unoccupied and received
no service, and hence should not be billed for a given period pursuant to this Section, may be
appealed by the Customer to the City Manager whose decision shall be final. It is the intent of
the Parties that a Contractor shall not be entitled to charge for services which are not needed or
used. Accordingly, the time frame set forth in this Section is not intended to suggest that
Contractor may bill Customers for up to 45 days of service in situations in which no service is
needed or used due to a vacancy.
13.4 Susnension of Service Due to Non- Pavment
Contractor may discontinue service to any Customer as set forth in this Section.
Customers who have not remitted required payments within thirty (30) days after the date of
Billing shall be notified by Contractor on forms approved by the City Manager. Said forms shall
contain a statement that services may be discontinued fifteen (15) days from the date of the
notice if payment is not made before that time. Said forms shall also include a statement
regarding any applicable restart charge which may become applicable in the event payment is
made both after the expiration of the fifteen (15) day period and after Customer's service is
suspended. For Customers billed directly by City, the form shall also direct payments to be
made directly to City.
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If payment is not made by the expiration of said fifteen (15) day period to Contractor or
City, as applicable, Contractor may discontinue service to that Customer forty -eight (48) hours
thereafter. Contractor shall resume Solid Waste Handling Services on the next regularly
scheduled Collection 'day for any Customer whose service is discontinued upon receipt of
payment of delinquent fees by Contractor or City, as applicable, and any related service restart
charges in accordance with the maximum rates set forth in Exhibit A, or at such sooner time as
directed to do so by City. Where Contractor directly Bills Customers, Contractor may not charge
for service during any period in which service was suspended. Provided Contractor provides
City with the requisite notice in Section 13.2.3.2, City shall not charge Customers for service
during any period where service is suspended. Any delinquent fees or service charges to be
imposed in connection with delinquent accounts shall be set by Contractor and be subject to City
Manager approval. A deposit equal to the maximum rate for one month's service as set forth on
Exhibit.A,.as such rates may be amended from time to time, may be required of accounts which
have been discontinued for non - payment prior to re- instituting service at such accounts.
Notwithstanding the above, in the event of a Billing dispute and /or to avoid negatively impacting
public health or safety, Contractor shall not suspend service to any Customer without the City's
prior consent, and shall continue to provide service to any Customer if directed to do so by City
without regard to the status of said Customer's account.
13.5 Minimum Requirements for Billing Statements
In addition to any other pertinent data, Billing statements mailed by Contractor shall be
printed to contain the following information, and the language contemplated for compliance with
this requirement shall be subject to the City Manager's approval:
(A) A "statement date" indicating the date the Bill is generated and mailed.
(B) A notice to Customers that payments are due upon receipt of the Bill, an .
advisement that the Customer's account will become delinquent if payment is not
received by the 20th day following the statement date, an advisement of the date and time
by which payments must be received in order to avoid delinquent fees (i.e., 4:00 p.m. on
the 45th day following the statement date), and a notification of the amount of fees that
will be imposed and the potential for service interruptions if payments are not received by
the specified date and time.
(C) An advisement to Customers that payments can be made in the following
manner:
designate; or
(1) by mailing payment to Contractor at such address as Contractor may
(2) by automatic withdrawal from a checking account; or
(3) by major credit card on -line (i.e., via the Internet).
(D) An advisement that inquiries relating to Solid Waste Handling Services
should be directed to Contractor, including an address, phone number and internet site,
for such inquiries.
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13.6 Billing System
13.6.1 Computerization of Account Information
Contractor shall provide and maintain, at its expense, computer equipment sufficient to
operate pertinent computer programs and otherwise provide the services required by this Section.
Contractor 'shall create, at its own expense, computer programs sufficient to operate a
computerized billing system, permanently maintain all account records and otherwise meet the
requirements of this Section.
13.6.2 Minimum Computer Programming Requirements
In addition to any other requirements set forth herein, the programs created by Contractor
to operate and maintain the billing system shall at a minimurn be able to perform the following
functions:
(A) create a permanent record of any adjustment to a Customer's account;
(B) work in connection with a backup system such that all Customer account
data and records is protected from a computer failure and permanently preserved on not
less than a daily basis;
(C) allow Customers to make payments on -line (i.e., via the Internet) by a
major credit card.
13.6.3 Billing Inquiries
All Billing inquiries shall be entered into the computerized billing system. Contractor's
computer programs shall keep a permanent record of all Billing inquiries and all adjustments to
Customer Bills resulting therefrom.
13.6.4 Distribution of Public Information
If requested to do so by City, and at no charge to City, Contractor shall insert any printed
material prepared by City into its Billing statements for delivery to its Customers. City shall not
request Contractor to include any printed material in its Bills if such material is of a size, shape,
or weight that would increase Contractor's postage costs or if such material does not fit into the
envelopes utilized by Contractor to mail the Bills. Any printed material to be included in the
Bills to be mailed by Contractor shall be provided to Contractor within a reasonable time in
advance of Contractor's scheduled mailing date, such that the insertion of such material into
Billing envelopes does not delay their scheduled mailing date.
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13.7 Pavment, Accounting Systems
13.7.1 Collection and processing of Payments
13.7.1.1 Accounting and Deposit of Funds
All payments received by Contractor shall be appropriately credited to Customer
accounts, deposited in a bank account and accounted for in a businesslike manner utilizing
generally accepted accounting principles. To facilitate audits and record keeping Contractor
shall make all withdrawals from its bank accounts by check, ACH debit /credit or wire, regardless .
of whether the withdrawal is to provide funds to City, Contractor, or any permissible
subcontractor of Contractor:
13.7.1.2 Allocation of Funds
With respect to payments received from each Customer, unless a Customer specifically
directs a different allocation, funds shall be allocated first to outstanding charges for Solid Waste
Handling Services, then to any related delinquency fees or other administrative charges, up to the
amount of any outstanding balance. Any overpayment shall be credited to future Bills in the
same sequence, or returned to Customers as appropriate.
SECTION 14.
FAITHFUL PERFORMANCE
14.1 Surety
Contemporaneously with execution of this Agreement, as security for Contractor's
faithful performance of all obligations of this Agreement, Contractor shall provide a surety
mechanism (the "Surety ") as more fully defined below in the amount of One Million Dollars
($1,000,000.00). The Surety may be comprised of either a performance bond or an irrevocable
letter of credit, or a combination of both. If a letter of credit is utilized to satisfy some or all of
the Surety requirement, it shall be substantially in the form of Exhibit I and drawn upon a
financial institution having an office within one hundred (100) miles of City. The performance
bond, if any, shall be issued by a duly authorized corporate surety company authorized to do
business in California, and in a form acceptable to the City Attorney for the City. 'Elie cost of the
Surety shall be the sole responsibility of Contractor. The Surety shall be released within thirty
(30) days after both (i) the expiration of the Term of this Agreement and (ii) Contractor's
satisfactory performance of all obligations hereunder.
14.1.1 Forfeiture of Sorel
In the event Contractor shall for any reason become unable to, or fail in any way to,
perform as required by this Agreement, City may declare a portion or all of the Surety, as may be
necessary to recompense and make whole the City, forfeited to the City. Upon partial or full
forfeiture of the Surety, Contractor shall restore the Surety to its original amount within thirty
(30) days of the City's notice to do so. Failure to restore the Surety to its full amount within
thirty (30) days shall be a material breach of this Agreement.
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14. 1.2 Use of Surety by City
Notwithstanding, any provision hereof to the contrary, thirty (30) days following City
providing Contractor with written notice of its failure to pay City any amount owing under this
Agreement, either the letter of credit or performance bond comprising the Surety may be utilized
by City for purposes including, but not limited to: (l) Payment of sums due under the terms of
this Agreement which Contractor has failed to timely pay to City, including specifically
liquidated damages; (2) Reimbursement of costs borne by City to correct violations of this
Agreement not corrected by Contractor.
14.2 Replacement Letter of Credit
City may draw upon the entire letter of credit (if any) utilized to meet Contractor's
obligations pertaining to the Surety, and convert it to a cash deposit, if Contractor fails to cause
.the letter of credit to be extended or replaced with another satisfactory letter of credit no later
than sixty (60) days prior to its expiration.
SECTION 15.
INSURANCE COVERAGE
Contractor shall procure and maintain during the entire Term of this Agreement the
following types of insurance, and shall maintain the following minimum levels of coverage,
which shall apply to any claims which may arise from or in connection with Contractor's
performance hereunder or the actions or inactions of any of Contractor's officers, agents,
representatives, employees, or subcontractors in connection with Contractor's performance. The
insurance requirements hereunder in no way limit Contractor's various ,defense and
indemnification obligations, or any other obligations as set forth herein.
15.1 Minimum Scone of Insurance
Coverage shall be at least as broad as:
1. The most recent editions of Insurance Services Office Commercial General
Liability coverage ( "occurrence" form CG 00 01).
2. The most recent editions of Insurance Services Office form number CA 00 01
1001 covering Automobile Liability, code I "any auto ".
3. Workers' Compensation insurance as required by the Labor Code of the State of
California and Employers Liability insurance.
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15.2 Minimum Limits of Insurance
Contractor shall maintain in force for the Term of this Agreement limits no less than:
15.2.1 Comprehensive General Liability
Ten Million Dollars ($10,000,000.00) limit aggregate and Ten Million Dollars
($10,000,000.00) limit per occurrence for bodily injury, personal injury and property damage.
Such limits can be achieved through a combination of primary and excess liability policies.
15.2.2 Automobile Liability
Ten Million Dollars ($10,000,000.00) limit aggregate and 'fen Million Dollars
($10,000,000.00) Limit per accident for bodily injury and property damage. Such limits can be
achieved through a combination of primary and excess liability policies.
15.2.3 Workers' Compensation and Employers Liability
Workers' compensation limits as required by the Labor Code of the State of California
and Employers Liability limits of One Million Dollars ($1,000,000.00) per accident.
15.3 Deductibles and Self- Insured Retentions
Any deductibles or self - insured retentions must be declared to and approved by City. If,
in the reasonable opinion of the City, Contractor does not have sufficient financial resources to
protect the City from exposure with respect to any deductibles or self - insured retentions
Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim
administration and defense expenses.
15.4 Other Insurance Provisions
The policies are to contain, or be endorsed to contain, the following provisions:
15.4.1 General Liability and Automobile Liability Coverage
City and its elected and appointed officials; officers, employees, agents and volunteers
shall be named as additional insureds in connection with liability arising out of activities
performed by or on behalf of Contractor; Premises owned, leased or used by Contractor; and
vehicles owned, leased, hired or borrowed by Contractor. The coverage shall contain no special
limitations on the scope of protection afforded to City or its elected and appointed officials,
officers, employees, agents and volunteers. Contractor's insurance coverage shall be the primary
insurance for the City and its elected and appointed officials, officers, employees, agents and
volunteers in connection with the above enumerated categories. Any insurance or self- insurance
maintained by City or its elected and appointed officials, officers; employees, agents and
volunteers shall be in excess of Contractor's insurance and shall not contribute with it. Any
failure to comply with the reporting provisions of the policies shall not affect coverage provided
to City or its elected and appointed officials, officers, employees, agents and volunteers.
Coverage shall state that Contractor's insurance shall apply separately to each insured against
EN
whom a claim is made or suit is brought, except with respect to the limits of the insurer's
liability.
15.4.2 Workers' Compensation and Employers Liability Coverage
The insurer shall agree to waive all rights of subrogation against City and its elected and
appointed officials, officers, employees, agents and volunteers for losses arising from work
performed by Contractor for City.
15.4.3 All Coverages
Each insurance policy required by this clause shall be endorsed to state that coverage
shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except
after thirty (30) days' prior written notice by certified mail, return receipt requested, has been
given to City.
15.5 Acceptability of Insurers
The insurance policies required by this Section shall be issued by an insurance company
or. companies authorized to do business in the State of California and with a rating in the most
recent edition of Best's Insurance Reports of size category VII or larger and a rating
classification of A or better, unless otherwise approved by the City Manager.
15.6 Verification of Coverage
Contractor shall furnish City with certificates of insurance and with original
endorsements affecting coverage required by this Article. The certificates and endorsements for
each insurance policy are to be signed by a Person authorized by that insurer to bind coverage on
its behalf. The certificates and endorsements are to be on forms provided by or acceptable to
City and are to be received and approved by City before work commences. City reserves the
right to require complete, certified copies of all required insurance policies, at any time.
15.7 Loss or Reduction in Insurance
In the event that Contractor fails to retain or maintain insurance with the scope and
amounts of coverage required hereunder, City shall have the right, but not the obligation to either
terminate this Agreement, or obtain insurance coverage as required herein on behalf of
Contractor and utilize funds from the Surety defined in Section 14 to pay the cost of providing
such coverage.
SECTION 16.
ASSIGNMENT, SUBLETTING, AND TRANSFER;
REQUIREMENTS AND LIMITATIONS
16.1 General
Contractor shall not assign its rights, nor delegate, subcontract or otherwise transfer its
obligations under this Agreement (collectively referred to as an "Assignment ") to any other
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Person without the prior approval by the City Council. The City Council has reasonable
discretion to approve or deny such an Assignment. Any such Assigmnent made without the
approval by the City Council shall be void and the attempted Assignment shall constitute a
material breach of this Agreement.
16.2 Assignment to be Broadly Interpreted
For purposes of this Section the term "Assignment" shall be given the broadest possible
interpretation and shall include, but not be limited to: (i) a sale, exchange or other transfer of
substantially all of Contractor's assets dedicated to service under this Agreement to a third party;
(ii) a sale, exchange or other transfer of any membership interest of Contractor to a third party;
(iii) any dissolution, reorganization, consolidation, merger, re- capitalization, stock issuance or
re- issuance, voting trust, pooling agreement, escrow arrangement, liquidation or other transaction
which results in a change of ownership or control of Contractor; (iv) any assignment by
operation of law, including those resulting from mergers or acquisitions by or of Contractor or
any of its Affiliates, insolvency or bankruptcy, making assignment for the benefit of creditors,
writ of attachment for an execution being levied against this Agreement, appointment of a
receiver taking possession of Contractor's property, or transfer occurring in the event of a probate
proceeding; and (v) any combination of the foregoing (whether or not in related or
contemporaneous transactions) which has the effect of any such transfer or change of ownership,
-or change or control of Contractor.
16.3 Nature of Agreement — Personal to Contractor
Contractor acknowledges that this Agreement involves rendering a vital service to City's
residents and businesses, and that City has selected Contractor to perform the services specified
herein based on (1) Contractor's experience, skill and reputation for conducting its Solid Waste
Handling Services in a safe, effective and responsible fashion, at all times in keeping with
applicable Environmental Laws, regulations and best Solid Waste management practices, and
(2) Contractor's financial resources to maintain the required equipment and to support its
indemnity obligations to City under this Agreement. City has relied on each of these factors,
among others, in choosing Contractor to perform the services to be rendered by Contractor under
this Agreement.
16.4 Procedure for Consideration of Assignment
If Contractor requests City's consideration of and consent to an Assignment, the City
Council may deny, approve or conditionally approve such request in its sole and absolute
discretion. Under no circumstances shall City be obliged to consider any proposed Assignment
if Contractor is in default at any time during the period of consideration. Should the City consent
to any Assignment request, such Assignment shall not take effect until all conditions relating to
the City's approval have been met Any request for an Assignment shall be made in a manner to
be prescribed by the City Manager, and no request by Contractor for consent to an Assignment
need be considered by City unless and until Contractor has met (or with respect to matters that
would only occur upon completion of the Assignment if approved, made reasonable assurances
that it will meet) the following requirements:
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(A) Contractor shall undertake to pay City its reasonable direct and indirect
expenses, including administrative, investigative, consulting, and attorneys' fees and costs
necessary to investigate the suitability of any proposed assignee, and to review and
finalize any documentation required as a condition for approving any such Assignment
(collectively the "Administrative Assignment Fee "). An advance non - refundable
payment in an amount to be determined by the City Manager towards the Administrative
Assignment Fee shall be -paid to the City prior to City's consideration of any Assignment
request, although Contractor shall be responsible to pay, all costs incurred by City in
considering a request for Assignment, including those in excess of the aforesaid deposit
amount, regardless of whether City consents to the Assignment.
(B) If requested to do so, Contractor shall furnish City with audited financial
statements of the proposed assignee's operations for the immediately preceding three (3)
operating years.
(C) Contractor shall furnish City with satisfactory proof. (i) that the proposed
assignee has at least ten (10) years of Solid Waste management experience on a scale
equal to or exceeding the.scale of operations conducted by Contractor under this
Agreement; (ii) that in the last five (5) years, the proposed assignee has not suffered any
significant citations or other censure from any federal, state or local agency having
jurisdiction over its Solid Waste management operations due to any significant failure to
comply with state, federal or local laws, including the Environmental Laws and that the
assignee has provided City with a complete list of such citations and censures; (iii) that
the proposed assignee has at all times conducted its operations in an environmentally safe
and conscientious fashion; (iv) that the proposed assignee conducts its Solid Waste
management practices in accordance with sound Solid Waste management practices in
full compliance with all federal, state and local laws regulating the Collection and
disposal of Solid Waste including Hazardous Substances; and, (v) of any other
information required by City to ensure the proposed assignee can fulfill the terms of this
Agreement in a timely, safe and effective manner.
(D) - The proposed assignee shall execute an agreement assuming all of
Contractor's rights and liabilities under this Agreement.
16.5 Representation of No Pending Assi nment
If Contractor fails to disclose to City any action that qualifies as an Assignment under
Section 16.2, which Contractor was aware of when it submitted its proposal, or subsequently
became aware of after submitting its proposal and prior to City's award of the Agreement to
Contractor, such failure to disclose shall be deemed a material default and the City Council may
terminate the Agreement, without affording Contractor any right to cure pursuant to the
provisions of Section 18.6.
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SECTION 17.
REVIEW OF SERVICES AND PERFORMANCE
17.1 Performance Hearine
(A) ..Commencing in or about July 2014, and on a biennial basis thereafter,
City may hold a hearing to review Contractor's Solid Waste Collection efforts, source
reduction, processing and other diversion services and overall performance under this
Agreement (the "Solid Waste Services and Performance Review Hearing "). The purpose
of the Solid Waste Services and Performance Review Hearing is to provide for a
discussion and review of technological, economic, and regulatory changes in Collection,
source reduction, recycling, processing and disposal to achieve a continuing, advanced
Solid Waste Collection, source reduction and recycling and disposal system; and to
ensure services are being provided by Contractor with adequate quality, effectiveness and
economy and in full compliance with the terms of this Agreement. "topics for discussion
and review at the Solid Waste Services and Performance Review Hearing shall include,
but shall not be limited to, services provided, feasibility of providing new services,
application of new technologies, Customer complaints, amendments to this Agreement,
developments in the law, new initiatives for meeting or exceeding AB 939's goals and
where applicable AB 341's goals, regulatory constraints and Contractor performance.
City and Contractor may each select additional topics for discussion at any Solid Waste
Services and Performance Review Hearing.
(B) In addition to the Solid Waste Services and Performance Review Clearings
City may hold in accordance with the immediately preceding paragraph, if the number of
Customer complaints regarding Contractor's Solid Waste Handling Services are deemed
by City to be excessive, City may, at any time (subject to the paragraph immediately
below), bold a Solid Waste Services and Performance Review Hearing.
(C) City shall notify Contractor of its intent to hold a Solid Waste Services
and Performance Review Hearing at least ninety (90) days in advance thereof, The
notice will indicate whether the hearing will occur before City staff, the City Council, or
such other body as the City may designate in the notice. Forty -five (45) days after
receiving notice from City of a Solid Waste Services and Performance Review 1- fearing,
Contractor shall submit a report to City which may contain such information as it wished
to have considered, and shall contain the following:
(1) Current diversion rates and a report on Contractor's outreach activities for
the past year.
(2) Recommended changes and /or new.services to improve the City's ability
to meet the goals of AB 939 and AB 341 and to contain costs and minimize impacts on rates.
(3) Any specific plans for provision of changed or new services by
Contractor.
(D) "the reports required by this Agreement regarding Customer complaints
shall be used as one basis for review of Contractor's performance, and Contractor may
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submit other relevant performance information and reports for consideration at the Solid
Waste Services and Performance Review hearing. In addition to the above, City may
request Contractor to submit any other specific information relating to its performance for
consideration at the Solid Waste Services and Performance Review Hearing, and any
Customer may submit comments or complaints during or before the Nearing, either orally
or in writing. Contractor shall be present at and participate in the Solid Waste Services
and Performance Review Hearing.
17.2 Performance Satisfaction Surve
If requested by the City, Contractor will create and conduct a survey at Contractor's
.expense in preparation for any Solid Waste Services and Performance Review Hearing held
Pursuant to Section 17.1. City shall notify Contractor of its desire for such a survey at least
ninety (90) days in advance of the Solid Waste Services and Performance Review Hearing. The
purpose of the survey is to determine Customer satisfaction with current Collection services and
Customer service provided by Contractor. The Survey will be distributed to a minimum often
percent (10 %) of the Customers, selected at random. Contractor shall obtain City's approval of
the survey's content, format, and mailing list prior to its distribution. The City may require that
Contractor have Customer responses to the survey returned directly to the City. The Survey
results shalFbe made available to the City thirty (30) days prior to the Solid Waste Services and
Performance Review Hearing.
SECTION IN.
CITY'S REMEDIES; DEFAULT AND TERMINATION
18.1 Notice of Default
If the City Manager determines that Contractor has defaulted in the performance of any
obligation hereunder, or that Contractor's performance pursuant to this Agreement with respect
to such matters has not been in conformity with reasonable industry standards which are obtained
in similar cities in Southern California, the provisions of this Agreement, the requirements of the
Municipal Code, the requirements' of CalRecycle, including, but not limited to, requirements for
source reduction and recycling or any other applicable federal, state, or local law or regulation,
including brit not limited to the laws governing transfer, storage, or disposal of special wastes, or
hazardous wastes, the City Manager may provide written notice to Contractor of such default.
The City Manager may, in such written notice, set a reasonable time within which correction of
such default shall be made. Unless a longer or shorter time is otherwise specified by the City
Manager, a reasonable time for correction shall be thirty (30) days from the date such written
notice is given.
18.2 Failure to Cure
If Contractor fails to correct, to the satisfaction of the City Manager, all deficiencies
contained in the written notice thereof within the specified time, or if it is not reasonably possible
to correct such deficiencies within the specified time, and Contractor fails to commence to
correct or remedy such deficiencies within the specified time and diligently effect such
correction or remedy thereafter, then the City Manager may refer the matter to the City Council
for review, or review the matter himself.
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18.3 Review by City Manager
If the City Manager reviews the matter and determines that Contractor has failed to
properly or adequately cure any default set forth above, the City Manager, in the exercise of his
discretion, may terminate this Agreement, or take such other action as he deems appropriate to
pursue any remedy available to City. A decision or order of -the City Manager shall be final and
binding on Contractor unless Contractor files a "Notice of Appeal" with the City Clerk within
five (5) business days of the date the notice of the City Manager's decision is given. The City
Manager shall schedule any appeal for consideration by the City Council at the earliest feasible
City Council Meeting following the date a Notice. of Appeal is given to City.
18.4 City Council Review
In the event an appeal of a decision of the City Manager is filed, or if the City Manager
refers the matter to the City Council without rendering a decision, the City Council shall set the
matter for consideration before the City Council as a regular agenda item. In reviewing the
matter the City Council may consider any information reported by the City Manager regarding
the deficiencies, and shall give Contractor, or its representatives and any other interested person,
a reasonable opportunity to be heard. The City Council shall determine whether Contractor has
failed to properly or adequately perform as set forth above, and if so whether to terminate the
Agreement, or to pursue any other remedy available to City.
18.5 Performance- During Reviews
Contractor's performance under this Agreement is not excused during any period of time
when its performance is under review as set forth above, including at any time prior to a final
decision as to whether such performance is deficient.
18.6 "termination without Right to Cure
The above right of termination as a result of Contractor's failure to timely cure any
deficiency is in addition to City's right to terminate this Agreement without affording Contractor
an opportunity to cure in circumstances where Contractor is determined by City to have .
materially breached this Agreement. City shall thus be afforded the right to terminate this
Agreement in the event of any material breach hereof by Contractor without affording Contractor
the right to cure as a result of any action, inaction or circumstance which is a legally defined
material breach, or is defined herein as a material breach, and /or under any of the following
circumstances which are hereby specifically defined as material breaches:
(A) If Contractor practices, or attempts to practice, any fraud upon City.
(13) If Contractor becomes insolvent, unable, or unwilling to pay its debts, or
upon listing of an order for relief in favor of Contractor in a bankruptcy proceeding.
(C) If Contractor willfully violates any orders or rulings of any regulatory
body having jurisdiction over Contractor relative to this Agreement. So long as City's
rights are not prejudiced during the pendency of any challenge to such orders or rulings
by Contractor, Contractor may contest any such orders or rulings by appropriate
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proceedings conducted in good faith, in which case no material breach of this Agreement
shall be deemed to have occurred until it final ruling has been rendered.
(D) If Contractor ceases to provide Solid Waste Handling Services as required
under this Agreement over all or any portion of the Franchise Area for a period of seven
(7) days or more, for any reason not specified as a force majeure event hereunder.
(E) If Contractor fails to materially comply with any insurance or
indemnification requirement set forth in this Agreement.
(F) If City is required to pay any tine or penalty, which is not paid on its
behalf by Contractor or which Contractor fails, refuses, neglects or is unable to pay or
indemnify City against, relating to any diversion or other requirement of AB 939 and /or
AB 341.
(G) if Contractor, or any management level employee of Contractor is
convicted of a Criminal Matter (as defined herein). For purposes of this Section the term
Criminal Matter refers to any felony or misdemeanor offense having any relationship to
either Solid Waste Handling Services or public corruption (including, without limitation,
bribery, conflict of interest related allegations, vote selling, or any similar type charges).
(H) If Contractor failed to disclose to City, prior to City's award of this
Agreement to Contractor, any action or pending action which would qualify as an
Assignment as defined in Section 16.2 were this Agreement in effect at the time of
Contractor's submission.
18.7 Liquidated Damages
.18.7.1 General
'The City finds, and Contractor agrees, that as of the time of the execution of this
Agreement, it is impractical, if not impossible, to reasonably ascertain the extent of damages
which shall be incurred by City as a result of a breach by Contractor of certain specific
obligations under this Agreement. The factors relating to the impracticability of ascertaining
damages include, but are not limited to, the fact that: (i) substantial damage results to members
of the public who are denied services or denied quality or reliable service; (ii) such breaches
cause inconvenience, anxiety, frustration, and deprivation of the benefits of the Agreement to
individual members of the general public for whose benefit this Agreement exists, in subjective
ways and in varying degrees of intensity which are incapable of measurement in precise
monetary terms; (iii) that the services that are the subject of this Agreement might be available at
substantially lower costs than alternative services and the monetary loss resulting from denial of
services or denial of quality or reliable services is impossible to calculate in precise monetary
terms; and (iv) the termination of this Agreement for such specific breaches, and other remedies
are, at best, a means of future correction and not remedies which make the public whole for past
breaches.
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18.7.2 Service Performance Standards and Agreement Implementation; Liquidated
Damages for Failure to Meet Standards and Achieve Implementation Date
The parties acknowledge that it is of the utmost importance to City that there be a smooth
transition of services such that Contractor's services are available at all Premises in City upon,
and that Contractor is required to take all necessary action to commence Collection of Solid
Waste for said Premises by, the Effective Date. The parties further acknowledge that consistent,
reliable Solid Waste Handling Service is of utmost importance to City and that City has
considered and relied on Contractor's representations as to its quality of service commitment in
entering this Agreement with it. The parties further recognize that some quantified standards of
performance are necessary and appropriate to ensure consistent and reliable service and
performance. The parties further recognize that if Contractor fails to achieve the performance
standards, fails to submit required documents in a timely manner, or fails to implement this
Agreement by the Effective Date (including, but not limited, by failing to distribute Containers to
Commercial and Residential Premises in City of a type and quantity reasonably expected by
Customers at such Premises, failing to establish a Collection schedule, failing to obtain necessary
vehicles, or otherwise failing to commence Collection of Solid Waste upon the Effective Dale),
City and its residents will suffer damages and that it is and will be impractical and extremely
difficult to ascertain and determine the exact amount of damages which City will suffer.
"Therefore, without prejudice to City's right to treat such breaches as an event of default, the
parties agree that the following liquidated damage amounts represent a reasonable estimate of the
amount of such damages for such specific breaches, considering all of the circumstances existing
on the date of this Agreement, including the relationship of the sums to the range of harai to City
that reasonably could be anticipated and the anticipation that proof of actual damages would be
costly or impractical. In placing their initials at the places provided, each party specifically
confirms the accuracy of the statements made above and the fact that each party has had ample
opportunity to consult with legal counsel and obtain an explanation of the liquidated damage
provisions at the time that the Agreement was made.
Contractor �— City
Initial Here Initial Here
18.7.3 Calculations for Liquidated Damages
Contractor agrees to pay (as liquidated damages and not as a penalty) the amounts set
forth below for each type of action warranting such damages:
18.7.3.1 Agreement Implementation
(A) For each day, including and following November 1, 2013, upon which
Contractor has not performed the actions necessary to implement the Agreement terms to
commence Collection of Solid Waste for all Premises within City Limits as of the
Effective Date by, including without limitation, failing to: provide necessary Containers
of a type and quantity reasonably expected by Customers at such Premises, obtaining
required vehicles, obtaining data from Customers in order for City and /or Contractor to
commence Billing, establishing a Collection schedule, and /or commencing Collection of
Solid Waste. $50,000.00.
%V I
18.7.3.2 Collection Reliability
(A) For each failure to commence service to a new Customer account within
seven (7) days after order, which exceed five (5) such failures annually: $150.00.
(13) For each failure, which exceeds ten (10) such failures annually, to Collect
Solid Waste from any established Customer on the scheduled Collection day and not
Collected within the period described in this Agreement: $150.00.
(C) For each failure to Collect Solid Waste, which has been properly set out
for Collection, from the same Customer on two (2) consecutive scheduled pickup days:
$150.00.
18.7.3.3 Collection Quality
(A) For each occurrence of failure to properly return empty Containers to avoid
pedestrian or vehicular traffic impediments or to place Containers upright with lids secured
which exceeds ten (10) such occurrences annually: $150.00.
(B) For each occurrence of excessive noise or discourteous behavior which exceeds
ten (10) such occurrences annually: $250.00.
(C) For each occurrence of Collecting Solid Waste during unauthorized ]lours which
exceeds five (5) such occurrences annually: $250.00.
(D) For each occurrence of damage to private property in an amount in excess of
$1,000 which exceeds five (5) such occurrences annually: $250.00.
(E) For each failure to clean up Solid Waste spilled from Containers, excepting
amounts that are so nominal in nature that they would not reasonably be expected to be noticed
by the driver of a Collection Vehicle, within 90 minutes that exceeds ten (10) such failures
annually: $150.00.
18.7.3.4 Customer Responsiveness
(A) For each failure to initially respond to a Customer complaint within one
(1) 'business day, which exceeds five (5) such occurrences annually, and for each
additional day in which the complaint is not addressed: $250.00.
(B) For each failure to process Customer complaints to City as required
herein, which exceeds five (5) such occurrences annually: $250.00.
(C) For each failure to remove graffiti from Containers, or to replace with
Containers bearing no graffiti, within twenty -four (24) hours of a request from City:
$150.00.
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18.73.5 Timeliness of Submissions to City
(A) Any report shall be considered late until such time as a correct and
complete report is received by City. For each calendar day a report is late, the daily
liquidated damage amount shall be:
(1) Monthly Reports: $100.00 per day
(2) Quarterly Reports: $250.00 per day
(3) Annual Reports: $350.00 per day
18.7.4 Process for Assessment of Liquidated Damaees
(A) City may determine the occurrence of events giving rise to liquidated
damages through the observation of its own employees or representative or investigation
of Customer complaints. It is the desire of the parties to work together to avoid the
imposition of liquidated damages and accordingly City will endeavor to timely
communicate to Contractor any information that it receives which might give rise the
imposition of liquidated damages in order to facilitate Contractor's ability to correct any
deficiency, or prevent the recurrence of any conduct for which liquidated damages might
eventually be imposed.
(B) Prior to assessing liquidated damages, City shall give Contractor notice of
its intention to do so. The notice will include a brief description of the incident(s)/non-
perfonnance. Contractor may review (and make copies at its own expense) all
information in the possession of City relating to incident(s) /non - performance: Contractor
may, within ten (10) days after receiving the notice, request a meeting with City.
Contractor may present evidence in writing and through testimony of its employees and
others relevant to the incident(s) /non- performance. City will provide Contractor with a
written explanation of his or her determination on each incident(s) /non - performance prior
to authorizing the assessment of liquidated damages. The decision of City shall be final.
(C) City may assess liquidated damages for each calendar day or event, as
appropriate, that Contractor is determined to be liable in accordance with this Agreement.
18.7.5 Timing of f Payment
Contractor shall pay any liquidated damages assessed by City within ten (10) days after
they are assessed. If they are not paid within the ten (10) day period, City may proceed against
any security required by this Agreement to obtain payment, and /or find Contractor in default and
exercise its right to temninate this Agreement as set forth herein.
WE
SECTION 19.
CONTRACTOR'S REMEDIES; ADMINISTRATIVE HEARING
19.1 Administrative Hearin-,
Should Contractor contend that City is in breach of any aspect of this Agreement, it shall
give notice to the City Manager requesting an administrative hearing on the allegation. The
hearing shall occur as soon as reasonably possible, or on such date as mutually agreed by the
parties, and shall be held before an impartial hearing officer to be determined by the City
Manager. The hearing officer shall make an advisory ruling on Contractor's allegations, and
suggest a remedy if a breach by City is determined to exist. The hearing officer's ruling and
recommendations shall become final and binding if the parties so agree in writing within thirty
(30) days of the date notice of the decision is given to both parties. Otherwise, the hearing
officer's ruling shall have no further force or effect.
19.2 Other Remedies; Claims
Contractor shall be entitled to all available remedies in law or equity for City's breach of
this Agreement; provided, however, Contractor shall not file or otherwise commence any action
against City, in law or equity, in any court, until after an administrative hearing as set forth above
has been completed, and the above noted thirty (30) day period to accept the hearing officer's
decision has passed, or either City or Contractor has given timely written notice to the other that
it will not accept the hearing officer's decision.
19.3 Actions for Damages
As a prerequisite to the filing and maintenance of any action for damages by Contractor
against City arising out of this Agreement, Contractor shall present a claim to City, as required
by Government Code Section 910 et sea., within 30 days of the date of the occurrence giving rise
to the claim for damages.
SECTION 20.
CITY'S ADDITIONAL REMEDIES
In addition to any other remedies set forth herein, City shall be entitled to any or all of the
following rights and remedies in the event of a breach of this Agreement by Contractor:
(A) The right to use Contracto'r's equipment for the purpose of Collecting,
transporting, and /or disposing of Solid Waste, including Recyclable Material, for a period
not to exceed six (6) months. In the case of equipment not owned by Contractor,
Contractor shall assign to City, to the extent Contractor is permitted to do so under the
instruments pursuant to which Contractor possesses such equipment, the right to use and
possess the equipment. If City exercises its rights under this Section, City shall pay to
Contractor the reasonable rental value of the equipment for the period of City's
possession thereof (although payment may, if appropriate, occur in the form of a setoff
against damages otherwise owed by Contractor pursuant to the terms hereof);
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(13) The right to license others to perform the services otherwise to be
performed by Contractor hereunder, or to perform such services itself; and
(C) The right to obtain damages and /or injunctive relief. Both parties
recognize and agree that in the event of a breach of this Agreement by Contractor, City
will suffer irreparable injury and incalculable damages sufficient to support injunctive
relief, to specifically enforce the provisions of this Agreement, and to enjoin the breach
hereo f.
SECTION 21,
RIGHTS OF CITY TO PERFORM DURING EMERGENCY
21.1 Provision of Service
Should Contractor, for any reason whatsoever, refuse or be unable to provide Solid Waste
Handling, Services for a period of more than seventy -two (72) hours, and if as a result thereof,
Solid Waste should accumulate in City to such an extent or in Such a manner that the City
Manager finds that such accumulation endangers or menaces the public health, safety, or welfare,
City shall have the right, upon twenty -four (24) hours prior written notice to Contractor, during
the period of such emergency, to temporarily take possession of any or all equipment and
facilities of Contractor previously used in providing Collection, transportation, and disposal of
Solid Waste and provide, through its own forces or otherwise, Solid Waste Handling Services
which Contractor otherwise would be obligated to provide pursuant to this Agreement.
Contractor agrees that in such event it shall fully cooperate with City to affect such a transfer of
possession for City's use.
21.2 Possession of Equipment
Contractor agrees, that in the event of circumstances described in Section 21.1 above,
City may take temporary possession of and use all of said equipment and facilities without
paying Contractor any rental or other charge. Upon Contractor giving City notice that it is able
to resume its normal responsibilities under this Agreement City shall either relinquish possession
of all of the above mentioned property to Contractor.
21.3 Exclusions from Right to Possession of Equipment without Compensation
Specifically excluded from the circumstances in which City may possess and utilize
Contractor's equipment without compensation are circumstances in which Contractor fails or
refuses to provide Solid Waste Handling Services hereunder for any reason which is not a force
majeure event as defined herein. In such circumstances City's right to utilize and possess
Contractor's equipment shall be subject to the provisions of the above Section 20.
SECTION 22.
PRIVACY
Contractor shall strictly observe and protect the privacy rights of Customers. Information
identifying individual Customers or the composition or contents of a Customer's Solid Waste
stream, or any of the billing information pertaining to any Customers, shall not be revealed to
.1
any person, governmental unit, private agency, or company, unless upon the authority of a court
of law; by statute, ordinance, or regulation of a governmental agency having jurisdiction, or upon
valid authorization of the Customer. This provision shall not be construed to preclude
Contractor from preparing, participating in, or assisting in the preparation of waste
characterization studies or waste audits which may be required by AB 939 or this Agreement.
Contractor shall not market or distribute, outside the normal course of its business, mailing lists
with the names and addresses of Customers, The rights afforded Customers pursuant to this
Section shall be in addition to any other privacy right afforded Customers pursuant to federal or
state law.
SECTION 23.
REPORTS AND ADVERSE INFORMATION
The parties acknowledge that City will require reporting at various intervals by which
information important to City can be complied and analyzed. 'throughout the Term the parties
agree to work together to address City's needs with respect to the information to be contained in
reports prepared by Contractor. The following is intended as a starting point in order to have
established an objective baseline for reporting, but the frequency and content of the reports
called out below may be changed by agreement of the parties; provided any such change is
approved by the City Manager in writing. Records related to performance of this Agreement
shall be maintained by Contractor in forms and by methods that facilitate flexible use of data
contained in them to structure reports, as needed. The format of each report shall be approved by
City. In addition to submitting all reports on paper, Contractor agrees to submit all reports in an
electronic format approved by the City, compatible with City's software /computers at no
additional charge. Monthly reports shall be submitted within twenty (20) calendar days after the
end of the report month. Quarterly reports shall be submitted within twenty (20) calendar days
after the end of the calendar quarter.
23.1 Monthly Reports
At a minimum, Contractor shall report the following to City on a monthly basis: Solid
Waste Collected by Contractor for each month, sorted by type of Solid Waste in tons broken
down at a level acceptable to City (which at a minimum shall include: refuse, Green Waste,
e- waste and universal waste item counts, types of recyclables including PET, HDPG, mixed
plastics, aluminum, cardboard, mixed paper, sand, and concrete), as well as by customer type
(i.e., single family, multi - family, commercial, roll -off, curbside, etc.); the facilities where all
Solid Waste Collected was processed or disposed; warning notices issued for contaminated
Green Waste Containers; and a narrative summary of problems encountered (including
scavenging) and actions.taken with recommendations for City, as appropriate.
' 23.2 Quarterly Reports
At a minimum; Contractor shall report the following to City on a quarterly basis: the
information required in the monthly reports; the com plaint, summary for the quarter summarized
by nature of complaints; copies of promotional and public education materials sent during the
quarter; description of Contractor outreach activities conducted the previous quarter; and such
other information or reports that the City may reasonably request or require. Contractor shall,
upon demand by City, provide true and accurate copies of landfill tipping receipts, records
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showing delivery at processing or reuse facilities, and similar such documents in order to enable
City to verify Contractor's quarterly reports.
23.3 Annual Reports
On or before June 30 of each year during the Term of this Agreement and within fifteen
(15) days prior to the end of the Term, Contractor shall submit a written annual report, at its sole
expense, in a form approved by City, which includes, but is not limited to, the following
information:
(A) A summary of the previous year's activities including, but not limited to,
services begun or discontinued during the reporting year, and the number of Customers
broken down on a monthly basis;
(B) A summary of the total tons of Solid Waste Collected in City in the
preceding year as well as a summary of the total tonnage diverted from the State's landfill
systems during that time frame;
(C) Information and reports required by City to meet its reporting obligations
imposed by AB 939 and the regulations implementing AB 939, in a form and content
approved by the City Manager;
(D) A revenue statement, certified by the chief financial officer of Contractor,
setting forth franchise Fees and Administrative Fees paid and the basis for the
calculation thereof, including specifically a breakdown of sources of revenue included in
Gross Receipts and the amount of revenue derived. from each such source comprising
Gross Receipts;
(E) A list of Contractor's officers and the members of its Board of Directors,
or as applicable a list identifying all Persons holding a membership interest in Contractor;
(F) A list of stockholders or other equity investors holding five percent (5 %)
or more of the interest in Contractor; and
(G) A list of each service address, the total number of Carts at each such
address, types of services being billed to each service address and the serial numbers
associated with each cart at such address.
23.4 Number of Reports
At minimum, two copies of each monthly, quarterly, and annual report shall be submitted
to City with one copy addressed to the City Manager or his or her designee and the second copy
addressed to the City Clerk.
23.5 Adverse Information
(A) Contractor shall provide City two copies of all reports and other material
adversely affecting this Agreement submitted by Contractor to the United States
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Environmental Protection Agency, CalRecycle, the California Regional Water Quality
Control Board, and any other federal, state, regional, or local regulatory agency. Copies
shall be submitted to City simultaneously with Contractor's filing of' such matters with
said agencies. Contractor's routine correspondence to said agencies need not be
automatically submitted to City, but shall be made available to City upon written request.
(B) Contractor shall submit to City copies of all pleadings, applications,
notifications, communications, and documents of any kind submitted by Contractor to, as
well as copies of all decisions, correspondence, and actions by, any federal, state, and
local courts, regulatory agencies, and other government bodies relating in any manner to
Contractor's performance of services pursuant to this Agreement. To the degree
authorized by law, any confidential data exempt from public disclosure shall be retained
in confidence by City and its authorized agents and shall not be made available for public
inspection.
(C) Contractor shall submit to City such other information or reports in such
forms and at such times as City may reasonably request or require.
(D) All reports and records required under this or any other Section hereof
shall be furnished at the sole expense of Contractor.
23.6 Disaster Plan
Within 90 days of the Effective Date, Contractor shall prepare an updated draft disaster
debris cleanup implementation plan that sets forth procedures for collection of debris following a
major disaster such as an earthquake, fire or other similar event. The disaster plan shall address
priorities for cleanup at critical facilities, and procedures for reimbursement for costs, describe
communication plans, list key contact persons, and provide maps showing proposed sites for
stockpiling of disaster debris that cannot be transported to the landfill. Contractor shall
coordinate the plan with City's emergency service teams. The draft plan shall be presented to the
City Manager for consideration and approval. The final plan shall be distributed to those
employees of Contractor and City who would have a role in implementing it in the event of a
disaster.
23.7 Failure to Report
The refusal of Contractor to file any of the reports required, or the inclusion of any
materially false or misleading statement or representation made knowingly by Contractor in such
report, shall be deemed a material breach of this Agreement and shall subject Contractor to all
remedies, legal or equitable, which are available to City under this Agreement or otherwise.
SECTION 24.
COMPENSATION
24.1 Contractor Rates
Contractor shall provide services to Customers pursuant to this Agreement at rates it sets,
charges to, and collects from Customers, which rates shall not exceed those set forth in the
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attached Exhibit A, which sets out the maximum rates that may be charged by Contractor, as
such maximum rates may be adjusted from time to time pursuant to the terms hereof. The
maximum rates set forth in Exhibit A are inclusive of all services to be provided; including
transportation, disposal, and Container costs, and no other charges shall be imposed by
Contractor for such services.
24.2 'Resolution of Disputes Reaardime Rate Adiustments
Any dispute regarding an adjustment to the maximum rates Contractor may charge, or the
computation thereof, shall be decided by the City Manager. The rates in effect at the time such
dispute is submitted to the City Manager shall remain in effect pending resolution of such
dispute. The effective date of the adjusted maximum rate following the resolution of any such
dispute, whether retroactive or prospective, shall be determined by the City Manager.
24.3 Annual Residential Rate Adjustments
On July 1, 2015, and each July I thereafter through and including July 1, 2017, the
maximum rates set forth on Exhibit A applicable to Cart service at Single Family and Multi -
Family Dwellings shall increase by $1. Beginning on July 1, 2018, the maximum rates
applicable to Cart service at Single Family and Multi - Family Dwellings will be adjusted as set
forth in Section 24.4.
24A Annual Consumer Price Index Adiustments
Commencing on July I, 2014, and except as otherwise set forth in Section 24.3, the
maximum rates as set forth in Exhibit A shall be adjusted, and such rates shall be adjusted
annually thereafter on each subsequent July Ist during the Term hereof (the "Adjustment
Dates "), by multiplying each rate by a percentage equal to the change in the Consumer Price
Index ( "CPI ") for All Urban Consumers, CUURA421SA0 not seasonally adjusted, all items
index (CPI -U) — Los Angeles County, Riverside County, Orange County average for the twelve
(12) month period ending on the date of March 31 immediately prior to the applicable
Adjustment Date. At least forty -five (45) days prior to charging Customers any rate increased
due to an increase in the CPI, Contractor shall obtain the City Manager's approval to do so. The
City Manager shall approve such a request unless it is determined, based upon substantial
evidence, that the requested adjustment to the maximum rate does not meet the requirements as
set forth herein.
24,5 Limitations to Annual CPI Adjustments
Notwithstanding anything to the contrary in Section 24.4 above, the maximum annual
adjustment occurring pursuant to Section 24.4 shall be limited by the provisions set forth below:
24.5.1 Three Percent (3 %) Cap
Any maximum rate may not be increased in any given year by more than three percent
(3 %) without regard to any higher increase which may otherwise be justified by the formula set
forth in Section 24.4.
24.5.2 Comoliance with Agreement
No increase to the maximum rates shall occur if the City Manager determines that
Contractor did not fully comply with all terms of this Agreement in the Rate Year preceding the
" increase, including without limitation, provisions hereof relating to reporting, diversion, and
Customer service standards.
24.6 Discretionary Adjustments
Contractor may request an adjustment to the maximum rates set forth in Exhibit A at
reasonable times other than as set forth in Sections 243 and 24.4 for unusual changes in the cost
of providing service under this Agreement. For each request for an adjustment to the maximum
rates brought pursuant to this Section Contractor shall prepare a schedule documenting the
extraordinary costs. Such request shall be prepared in a form acceptable to City with support for
assumptions made by Contractor in preparing the estimate. City shall review Contractor's
request and; in the City Council's sole judgment and absolute, unfettered discretion, make the
final determination as to whether an adjustment to the maximum rates will be made, and, if an
adjustment is permitted, the appropriate amount of the adjustment. City may consider increases
or decreases in Contractor's total revenues and total cost of services when reviewing an
extraordinary rate adjustment request. Contractor may not request an extraordinary increase in
the maximum rates as a result of: changes in fees or taxes such as Social Security, disability or
income tax; changes in the market value of Recyclables or processing costs for Recyclables or
Green Waste; inaccurate estimates by Contractor of its cost of operations; or costs of compliance
with South Coast Air Quality Management District and Air Resource Board rules and standards
for Collection Vehicles.
24.7 Grants
From time to time, federal,'state or local agencies including the City may provide to
Contractor grants to assist in financing qualified programs provided by Contractor in the City
(including, without limitation, grants for diversion programs and related equipment, alternative
fuel vehicles and equipment, and Household Hazardous Waste Collection and Disposal).
Contractor shall notify City upon receipt of any such grant funds that may be used to fund
services provided pursuant to the ternms of this Agreement. With the exception of grants already
received by Contractor as of the Effective Date, and grants for Collection Vehicles, any funds
received through grants for services in the City are intended to benefit City and its residents and
businesses, and in essence are held by Contractor in trust on behalf of City. Accordingly,
Contractor agrees that the total amount of compensation it receives from Customers hereunder,
may be reduced by the amount of any such grant, unless the grant is used to pay for services in
City. The City Council shall determine whether the reduction in Contractor's compensation shall
be: (1) passed through to Customer% designated by City as a reduction to maximum rates; (2) as
an offset to the next increase to maximum rates requested by Contractor; (3) paid to City for use
as City directs; or (4) applied in any combination of (1) through (3).
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SECTION 25.
IDENTIFICATION OF CONTRACTOR
Contractor has agreed to use the name "Waste Resources, Inc." to identify itself to the
public as the specific organization that shall provide all services under this Agreement. Unless
otherwise approved in writing by City, this name shall be used for all correspondence, Billing
statements, directory listings, references, signs, and vehicle and Bin identification.
SECTION 26.
INDEMNIFICATION
26.1 General
(A) Contractor hereby agrees to and shall indemnify and hold harmless City,
its elected and appointed boards, commissions, officers, employees, and agents
(collectively the "Indemnities ") from and against any and all loss, liability, 'penalty,
forfeiture, claim, demand, action, proceeding or suit in law or equity of any and every
'kind and description (including, but not limited to, injury to and death of any Person and
damage to property, or for contribution or indemnity claimed by third parties) arising out
of, resulting from, and /or in any way connected with this Agreement including: (1) the
negligence or willful misconduct of Contractor, its officers, employees, agents, and /or
subcontractors in performing services under this Agreement; (2) the failure of Contractor,
its officers, employees, agents, and /or subcontractors to comply in all respects with the
provisions of this Agreement, all Applicable Law (including, without limitation, the
Environmental Laws), ordinances and regulations, and /or applicable permits and licenses;,
(3) the acts of Contractor, its officers, employees, agents, and /or subcontractors in
performing services under this Agreement for which strict liability is imposed by law
(including, without limitation, the Environmental Laws); and (4) any challenge to the
award of, or any provisions of this Agreement (including any claim that the application of
any provision hereof violates any provision of the California Constitution). The
foregoing indemnity and hold harmless provisions shall apply regardless of whether such
loss, liability; penalty, forfeiture, claim, demand, action, proceeding, suit, injury, death or
damage is also caused in part by any of Indemnities' negligence, but shall not extend to
matters resulting from Indemnities sole negligence, or willful misconduct. Contractor
further agrees to and shall, upon demand of City, at Contractor's sole cost and expense,
defend (with attorneys acceptable to City) City, its elected and appointed boards and
commissions, officers, employees, and agents against any claims, actions, suits in law or
equity or other proceedings, whether judicial, quasi-judicial or administrative in nature,
arising or resulting from any of the aforementioned events, and to reimburse City for any
and all costs and expenses City incurs in providing any such defense, either before,
during or after the time Contractor elects to provide such defense, including any and all
costs incurred in overseeing any defense to be provided herein by Contractor.
(B) Contractor, upon demand of City, made by and through the City Attorney,
shall protect City and appear in and defend City and its elected officials, officers,
employees and agents, in any claims or actions by third parties, whether judicial,
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administrative or otherwise, including, but not limited to disputes and litigation over the
definitions of "Solid Waste" or "Recyclable Material," the scope of the rights granted
herein, conflicts between the rights granted herein and rights asserted by other Persons, or
the limits of City's authority with respect to the grant of licenses, or agreements,
exclusive or otherwise; asserting rights under the Dormant Commerce Clause or any
other federal or state laws to provide Collection services in the City.
(C) The provisions of this Section shall not terminate or expire, shall be given
the broadest possible interpretation, and shall survive the expiration or earlier termination
of this Agreement.
26.2 Hazardous Substances Indemnification
(A) Without regard to any insurance coverage or requirements, and without
limiting the above general indemnification obligation in any way, Contractor specifically
agrees to and shall, to the maximum extent permitted by law, defend (with counsel
acceptable to City) reimburse, indemnify, and hold City and its past and present officers,
council members, employees, consultants and agents (hereinafter "Indemnified Parties ")
harmless from and against any and all claims, actions, liabilities, damages, demands,
judgments, losses, costs, liens, expenses, suits, actions, attorneys' fees, consultant fees,
penalties and any and all other losses, damages, fees and expenses of whatever kind or
nature ( "Claims ") (including but not limited to response costs, investigative costs,
assessment costs, monitoring costs, treatment costs, cleanup costs, removal costs,
remediation costs, and similar costs, damages and expenses) that arise out of or are
alleged to arise out of or in any way relate to any action, inaction or omission of
Contractor that:
(1) results in any demand, claim, notice, order, or lawsuit, asserting that any
Indemnified Party is liable, responsible or in any way obligated to investigate, assess, monitor,
study, test, treat, remove, remediate, or otherwise cleanup, any Hazardous Contaminant (as
defined herein); or
(2) relates to material Collected, transported, recycled, processed, treated or
disposed of by Contractor.
(B) Contractor's obligations pursuant to this Section shall apply, without
,limitation, to:
(l) any Claims brought pursuant to or based on the provisions of the
Environmental Laws, including without limitation the Comprehensive Environmental Response,
Compensation and Liability Act, 42 U.S.C. §9601 et sea., the Resource Conservation and
Recovery Act, 42 U.S.C. §6901 et sea., the Carpenter - Presley- Tanner Hazardous Substances
Account Act, California Health & Safety Code Section 25300 et seq., the California Hazardous
Waste Control Laws, California Health and Safety Code Section 25100 et seq., the California
Porter - Cologne Act, California Water Code Section 13000 et se q., and any and all amendments
and regulations thereto, and any other federal, state, regional or local cnviromnental statutory or
regulatory provision;
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(2) any Claims based on or arising out of or alleged to be arising out of the
ownership, use, lease, sale, design, construction, maintenance or operation by Contractor of any
facility;
(3) any Claims based on or arising out of or alleged to be arising out of the
marketing, sale, distribution, storage, transportation, disposal, processing or use of any materials
recovered by Contractor; and
(4) any Claims based on or arising out of or alleged to be arising out of any
breach of any express or implied warranty, representation or covenant arising out of or in
connection with this Agreement.
(C) The foregoing indemnity and defense obligations shall apply irrespective
of the negligence or willful misconduct of Contractor or any Affiliate of Contractor.
(D) For purposes of this Agreement, the term "Hazardous Contaminant" shall
mean any "hazardous material," as that term is defined under California Health & Safety
Code Section 25501(o); any "hazardous substance," as that term is defined herein or
under California Health & Safety Code Sections 25281(h), 25501(p), 25501.1 and under
Title 42, Section 9601(14) of the United States Code; any "hazardous waste," as that temi
is defined herein and under Title 42, Section 6903(5) of the United States Code and under
California Health & Safety Code Section 25501(q); any chemical which the Governor has
identified as a chemical known to the State to cause cancer or reproductive toxicity
pursuant to California Health & Safety Code Section 25249.8; any crude oil or refined or
unrefined petroleum product or any fraction or derivative thereof; and any asbestos or
asbestos - containing material. The term "Hazardous Contaminant" shall also include any
and all amendments to the above - referenced statutory and regulatory provisions made
before or after the date of execution of this Agreement.
(E) The provisions of this Section shall not tenninate or expire, shall be given
the broadest possible interpretation, and shall survive the expiration or earlier termination
of this Agreement.
SECTION 27.
CONTRACTOR'S BOOKS AND RECORDS; AUDITS
27.1 Maintenance and Inspection of Records
Contractor shall maintain all records relating to the services provided hereunder,
including but not limited to Customer lists, billing records, accounts payable records, maps, AB
939 compliance records, records reflecting the number and type of routes and route hours by
service category (such as residential, multi - family, commercial, roll -off, and special services),
records demonstrating facilities, equipment and personnel used to perform services, records
reflecting the number of mixed waste Containers, as well as, if applicable, recycling and Green
Waste Containers, in service by frequency of Collection for each customer group (such as single
family, multi - family, commercial, roll -off); records reflecting the number of roll -off box pulls,
and such other documents and materials which reasonably relate to Contractor's compliance with
the provisions of this Agreement (the "Records "), for the full Term of this Agreement, and an
in
additional period thereafter of not less than three (3) years, or any longer period required by law.
City shall have the right, upon five (5) business days advance notice, to inspect the Records.
Such Records shall be made available to City at Contractor's regular place of business, but in no
event outside the County of Los Angeles.
27.2 CFRCLA Defense Records
City views the ability to defend against the Comprehensive Environmental Response,
Compensation and Liability Act and related litigation as a matter of great importance. For this
reason, the City regards the ability to prove where Solid Waste Collected in the City was taken
for Disposal, as well as where it was not taken, to be matters of concern. Contractor shall
maintain data retention and preservation systems which can establish where Solid Waste
Collected in the City was landfilled (and therefore establish where it was not landfilled) for not
less than Five (5) years following the termination of this Agreement, and agrees to notify City's
Risk Manager, City Clerk and City Attomey.before destroying such records thereafter. At any
time, including after the expiration of the Tenn hereof, Contractor shall provide copies of such
records to City. The requirements of this Section shall survive the expiration of the Term of this
Agreement.
x`.27.3 Ongoing Compliance Review
City intends review Contractor's performance on an ongoing basis to ensure compliance
with the terms and provisions of this Agreement, and it is City's intent that designated portion
of the Administrative Cost Reimbursement, as more fully described in Section 1 L2, will be used
to fund City's costs associated with ensuring Contractor's ongoing compliance. At a minimum,
City intends to have internal staff or outside consultants annually review Contractor's
performance to ensure ongoing compliance with the terns hereof, including, but not limited to,
the payment of required fees, performance of the services stated herein, implementation of
programs required under the Agreement, Contractor's maintenance and upkeep of records, and
compliance with all Applicable taw. Contractor shall provide any and all information
reasonably requested by City in connection with its efforts to ensure compliance with the terms
hereof, regardless of whether such information is specifically otherwise called out herein as an
item that Contractor is required to maintain and provide to City.
27.4 Audits
27.4.1 Examination of Services
From time to time, anticipated to be at least once every other year, City may request
Contractor to make available any or all of its records related to performance hereunder available
to an independent auditor or examiner, to be selected by the City, for auditing and examination
purposes (a "Discretionary Audit "). City shall bear the cost of any Discretionary Audit except as
otherwise provided herein. Should any Discretionary Audit reveal an underpayment of any
Franchise Fee required pursuant to this Agreement, the amount of such underpayment shall
become due and payable to City not later than fifteen (15) days after written notice of such
underpayment is sent to Contractor by City, complete with any additional late charges as set
forth herein. If a Discretionary Audit reveals inaccuracies or inconsistencies in more than rive
percent (5 %) of all Customer accounts, either with Contractor's operations or billing systems, or
M
an underpayment of' Franchise Fees of more than three percent (3 %), Contractor shall bear the
entire cost of such Discretionary Audit.
27.4.2 Route Audit
Contractor shall complete an audit at its expense of its Collection routes for all Customers
at such times as may be requested by City; provided, however, that while City may request that
such an audit occur at any time, it may not request such audits at Contractor's expense more than
5 times during the Term. The timing of such audits is at the City's discretion and may be
required to be timed with the issuance of a request for proposals for a new agreement. The route
audit, at minimum, shall consist of an independent physical observation by Person(s) other than
the route driver or route supervisor of each Customer in the City. The route audit shall include,
as a minimum, the following information for each account:
• . Route Number;
• Truck Number;
• Account Name;
• Account Number;
• Account service address;
• Service Level per Billing System (quantity, size, frequency);
• Service Level per Routing System;
• Observed Containers (quantity, type and size);
• Serial number (or other coding if acceptable to the City Manager) identifying each
Cart and its associated service address;
• Bin condition;
• Proper signage; and
• Graffiti.
Within thirty (30) days after the completion of the route audit, Contractor shall submit to City a
report summarizing the results.thereof which shall include:
• Identification of the routes;
• Truck numbers;
• Number of accounts, by route and in total;
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• Number of Containers (broken down by type) per service address, per route and total
number of Containers;
• Types of exceptions observed;
• Number of exceptions by type;
• Total monthly Billing, pre - audit;
• Total monthly Billing, post -audit (subsequent to corrections of identified exceptions);
• Percentage of the number of accounts with errors to the total number of accounts
served; and
• Percentage of the "net" change in monthly Billing as a result of the audit to the total
pre -audit monthly Billing.
The report shall include a description of the procedures followed to complete the audit, and shall
include the names and titles of those supervising the route audits and the name and titles of those
performing the observations. Additionally, the report shall include a description of the pre -audit
training of the route auditors, particularly if temporary personnel are used. The report shall also
include a description of the changes and Contractor's plans to resolve any exceptions. The route
audit data and results of the audit shall be available for review by the City or its representative.
SECTION 28.
'TRANSITION OBLIGATIONS
At the end of the 'Perm, or in the event this Agreement is terminated for cause prior to the
end of the Term, Contractor shall cooperate fully with City and any subsequent solid waste
enterprise it designates to assure a smooth transition of services. Contractor's cooperation shall
include, but not be limited to, providing route lists, billing information and other operating
records needed to service all premises covered by this Agreement. The failure to cooperate with
City following termination shall be conclusively presumed to be grounds for specific
performance of this covenant and /or other equitable relief necessary to enforce this covenant.
Contractor shall provide any new solid waste enterprise with all keys, security codes and
remote controls used to access garages, gates and bin enclosures. Contractor shall be responsible
for coordinating transfer immediately after its final collection activities, so as to not disrupt
services. Contractor shall provide City with detailed route sheets containing service names and
addresses, billing names and addresses, monthly rate and service levels (number and size of
containers and pickup days) at least 90 days prior to the transition date, provide an updated list
two weeks before the transition, and a final updated list with any changes the day before the
transition. Contractor shall provide means of access to the new solid waste enterprise at least
one fill business day prior to its first day of collection, and within sufficient time so as to not .
impede in any way the new solid waste enterprise from easily servicing all containers.
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SECTION 29.
GENERAL PROVISIONS
29.1 Force Maieure
Contractor shall not be in default tinder this Agreement in the event that its ability to
provide Solid Waste Handling Services or Temporary Services, in compliance with its obligation
to do so hereunder, is temporarily interrupted or discontinued for any of the following reasons:
riots, wars, sabotage, civil disturbances, insurrections, strikes or other labor disturbances lasting
5 days or less, explosion, natural disasters such as floods, earthquakes, landslides, and tires, or
"other catastrophic events" which are beyond the reasonable control of Contractor. The term
`'other catastrophic events" does not include: (i) the financial inability of Contractor to perform;
(ii) failure of Contractor to obtain any necessary permits or licenses from other governmental
agencies; (iii) the failure to obtain the right, or the loss of the right, to use the facilities of any
public utility where such failure is due in substantial part to the acts or omissions of Contractor;
or (iv) strikes or other labor disturbances lasting longer than 5 days.
29.2 Independent Contractor
Contractor is an independent contractor and not an officer, agent, servant, or employee of
City. Contractor is solely responsible for the acts and omissions of its officers, agents,
employees, and subcontractors, if any. Nothing in this Agreement shall be construed as creating
a partnership orjoint venture between City and Contractor. Neither Contractor nor its officers,
employees, agents, or subcontractors shall obtain any rights to retirement or other benefits which
accrue to City employees.
29.3 Pavement Damage
Contractor shall be responsible for the cost of repair of any extraordinary damage to the
public streets located within the City resulting from providing the services required hereunder.
29.4 Property Damage
Any physical damage caused by the negligent or willful acts or omissions of employees,
agents, or subcontractors of Contractor to private or public property shall be promptly repaired or
replaced at Contractor's expense.
29.5 Right of Entry
Contractor shall not have the right, until Contractor receives permission from the
property owner, to enter or drive on any private street, court, place, easement, or other private
property for the purpose of providing Temporary Services and /or Solid Waste Handling Services
pursuant to this Agreement.
29.6 Law to Govern; Venue
The laws of the State of California shall govern this Agreement. In the event of litigation
between the parties, venue in state trial courts shall lie exclusively in the County of Los Angeles.
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29.7 Amendment
This Agreement is intended to carry out City's obligations to comply with the provisions
of AB 939 and AB 341, as implemented by regulations of CalRecycle, as they from time to time
may be amended. in the event that A13 939 or other state or federal laws or regulations enacted
after this Agreement has been enacted, prevent or preclude compliance with one or more
provisions of this Agreement, such provisions of the Agreement shall be modified or suspended
as may be necessary to comply with such state or federal laws or regulations. Except as
otherwise expressly staled herein, no other amendment of this Agreement shall be valid unless in
writing duly executed by the parties.
29.8 Notices
All notices required or permitted to be given under this franchise shall be in writing and
shall be personally delivered or sent by United States certified mail, postage prepaid, return
receipt requested, and addressed as follows:
To City: City of Lynwood
Attn: City Manager
11330 Bullis Road
Lynwood, CA 90262
To Contractor: Waste Resources, Inc.
Attn: Tommy Gendal
P.O. Box 2410
Gardena, CA 90247
or to such other address as either party may from time to time designate by notice to the other
given in accordance with this Section. Notice shall be deemed given on the date served if served
personally between the hours of 8:00 a.m. to 5:00 p.m. on any regular business day for City's
business offices. If mailed, notice shall be deemed given three (3) business days from the date
such notice is deposited in the United States mail in the manner proscribed above.
29.9 Corporate Guarantee of'Contractor's Performance
Pursuant to a guaranty in substantially the form attached as Exhibit 1-1, Pacific Waste,
Inc., a California corporation ( "Guarantor "), has agreed to guarantee Contractor's performance of
its obligations pursuant to this Agreement, and shall provide a fully executed copy of the
guaranty required by this provision concurrently with Contractor's delivery of this Agreement to
City.
29.10 Savings Clause
If any non - material provision of' this Agreement is for any reason held to be invalid or
unenforceable, the invalidity or unenforceability of such provision shall not affect the validity
and enforceability of any of the remaining provisions of this Agreement.
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29.11 Exhibits Incorporated
Exhibits A through I are attached to and incorporated in this Agreement by reference.
29.12 Joint Drafting
This Agreement shall be interpreted as if it were drafted jointly by the parties to the
Agreement.
29.13 Attorneys' Pees and Litigation Costs
In the event either party brings any action or proceeding to enforce or interpret the terms
or provisions of this Agreement, the prevailing party in any such action or proceeding shall be
entitled to recover its reasonable attorneys' fees and other litigation costs and expenses, including
without limitation, expert witness fees, consultant fees and costs. Without limiting its scope in
any way, this provision is expressly intended to, and shall, apply to fees and costs incurred in any
appeal.
29.14 City's Authorized Agent
Notwithstanding anything contained herein to the contrary, and excepting amendments
hereto and such actions set forth herein specifically calling for City Council action or approval,
the City Manager is designated as the City's authorized agent to take any action with regard to
any matter, or enforce any right, set forth herein requiring action by the City.
29.15 Intcarated Agreement
This ,Agreement contains the entire integrated agreement and understanding concerning
the subject matter herein and supersedes and replaces any prior negotiations, promises,
proposals, and agreements between the Parties, whether written or oral. The Parties
acknowledges this document has been executed with the consent and upon the advice of counsel.
Each of the Parties acknowledges that no party or agent or attorney of any other party has made
any promise, representation, or warranty, express or implied, not contained in this Agreement, to
induce the other party to execute this instrument.
29.16 Section Headings
The section headings in this Agreement are for convenience of reference only and are not
intended to be used in the construction of this Agreement nor to alter or affect any of its
provisions.
29.17 Compliance with Law
In providing the services required under this Agreement, Contractor shall at all times, at
its sole cost, comply with all Applicable Law, including the laws and regulations of the United
States, the State of California, the provisions of the Municipal Code, and any federal, state,
regional or local administrative and regulatory agencies, now in force and as they may be
enacted, issued or amended.
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ATTEST:
By:
Maria Quinonez, City Clerk
APPROVED AS TO F
By:
A. Patrick Munoz, Sp ounsel
a
"City"
CITY OF LYNWOOD
By. /
�Sa vlvaador Alatorre, Mayor
"Contractor"
Waste Resources, Inc.
By:
Its: �D
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EXHIBIT A
MAXIMUM RATE SCHEDULE FOR SOLID WASTE HANDLING SERVICES:
ATTACHED
CITY OF LYNWOOD Page 1 of 3
WRI EXHIBIT "A"
Maximum Rates for Services
Residential Cart Service (both single and multi - family
Maximum Rate
dwellings) (Monthly)
2 z p /wk
35- gallon mixed waste cart
$15.00
64- gallon mixed waste cart
$15.45
96- gallon mixed waste cart
$15.85
Each additional 35- gallon mixed waste cart (above 2)
$9.00
Each additional 64- gallon mixed waste cart (above 2)
$10.00
Each additional 96- gallon mixed waste cart (above 2)
$11.00
Walkout service for eligible customers
No Charge
Walkout service for ineligible customers
$23.50
Senior Citizen 35- gallon mixed waste cart
$11.00
Senior Citizen 64- gallon mixed waste cart
$11.65
Senior Citizen 96- gallon mixed waste cart
$12.30
Multi - Family Dwelling Bulky Item 3 yard Bin (Monthly)
1 x p /wk
$165.00
2 z p /wk
$325.00
3 x p /wk
$488.00
4 x p /wk
$651.00
5 x p/wk
$812.00
6 xp(wk
$976.00
Single & Multi - Family Dwelling Bulky Item On -Call
Service
For each Bulky Item in excess of five (5) - price per item
$32.00
Commercial Refuse Carts: Rate Per Cart (Monthly) [96
gal only]
1 x p /wk
$42.00
2 x p /wk
$84.00
3 xp /wk
$127.00
4 x p /wk
$169.00
5 x p /wk .
$212.00
6 x p /wk
$254.00
Commercial Refuse Bins: Rate Per Bin (Monthly)
1 x p /wk
1 yd
$97.00
2 x p /wk
lyd
$190.00
3 x p /wk
1 yd
$282.00
4 x p /wk
1 yd
$375.00
5 x p /wk
1 yd
$468.00
6 x p /wk
1 yd
$496.00
7x p /wk
1 yd
$653.00
Commercial Refuse Bins: Rate Per Bin (Monthly)
1 x p /wk
2yd
$119.00
2 x p /wk
2yd
$233.00
CITY OF LYNWOOD
WRI EXHIBIT "A"
Maximum Rates for Services
Page 2 of 3
3 x p /wk
2yd
$349.00
4 x p /wk
2yd
$466.00
5'x p /wk
2yd
$582.00
' 6 x p /wk
2yd
$699.00
7x p /wk
2yd
$825.00
Commercial Refuse Bins: Rate Per Bin (Monthly)
1 x p /wk
3yd
$165.00
2 x p /wk
3yd
$325.00
3 x p /wk
3yd
$488.00
4 x p /wk
3yd
$651.00
5 x p /wk
3yd
$814.00
6 x p /wk .
3yd
$976.00
7xp /wk
3yd
$1,149.00
Commercial Refuse Bins: Rate Per Bin (Monthly)
- 1 x p /wk
4yd
$184.00
2 x p /wk
4yd
$363.00
3 x p /wk
4yd
$543.00
4 x p /wk
4yd
$725.00
5 x p1wk
4yd
$906.00
6 x p /wk
4yd
$1,088.00
7x p /wk
4yd
$1,280.00
Commercial Refuse Bins: Rate Per Bin (Monthly)
1 x p /wk
6yd
$238.00
2 x p /wk
6yd
$472.00
3 x p /wk
6yd
$709.00
4 x plwk
6yd
$945.00
5xp1wk
6yd
$1,182.00
— 6 x plwk
6yd
$1,418.00
7 x p /wk
6yd
$1,664.00
Scout/ Push Out Service
Per Bin Per Month
$20.00
Locking Bins
Installation
$50.00
Monthly
$25.00
Each Extra "Dump"
Commercial Refuse Bin . -
lyd
$24.00
Commercial Refuse Bin
2yd
$29.00
Commercial Refuse Bin
3yd
$40.00
Commercial Refuse Bin
4yd
$45.00
Commercial Refuse Bin
6yd
$58.00
CITY OF LYNWOOD Page 3 of
WRI EXHIBIT "A"
Maximum Rates for Services
Commercial Rolloff Boxes Rates per pull per Box
3yd
(Monthly "Permanent Service ")
2 x p /wk
10 yd Rolloff
$322.00
15 yd Rolloff
$322.00
20 yd Rolloff
$322.00
30 yd Rolloff
$322.00
40 yd Rolloff
$322.00
20 yd Compactor
$355.00.
30 yd Compactor
$355.00
40 yd Compactor
$355.00
Additional Rolloff Charges
3yd
Per Ton Processing /Disposal Charge Applicable to all
2 x p /wk
Commercial and Temporary Rolloff Boxes
$55.00
Relocation
$130.00
Dead Run
$130.00
Saturday Service - per pull
$322.00
Temporary Bins (price per number of services per week)
1 x p /wk
3yd
$189.00
2 x p /wk
3yd
$358.00
3 x p /wk
3yd
$527.00
4 x p /wk
3yd
$697.00
5 x p /wk
3yd
$866.00
6 x p /wk
3yd
$1,035.00
Temporary Bins (applicable to a single drop off and
Collection)
3yd $225.00
Temporary Service - Rolloff Boxes (price per pull
10 yd Rolloff
$322.00
15 yd Rolloff
$322.00
20 yd Rolloff
$322.00
30 yd Rolloff
$322.00
40 yd Rolloff
$322.00
Additional Steam Cleaning
Bins
$74.00
Rolloff Box
$225.00
Commercial Bulky Item Service
First two items
$75.00
Each additional item
$38.00
Restart Fee $45.00
EXHIBIT B
CONTAINER/BIN SPECIFICATIONS
• Contractor shall provide Container Specifications to City which shall be attached to this
Exhibit B. All Containers utilized by Contractor shall meet the standards of the industry and
shall perform to the reasonable satisfaction of the City Manager in order to be utilized in
City.
• Each Mixed Waste Cart utilized by Contractor shall be labeled on the inside in English and
Spanish and with graphics so as to: (1) explain/depict the items for which it is designated to
Collect, and (2) identify the name of Contractor and Contractor's phone number for service
related issues, including complaints. In addition, each such Cart shall include information, in
a format acceptable to City (such as hot stamping or stickers), regarding Contractor's Bulky
Item service, and a phone number that Customers can call to access such service.
• The body of Mixed Waste Carts shall be a uniform Grey color.
• Any Cart distributed by Contractor in City after the Effective Date shall be newly
manufactured and have never previously been used for the Collection of Solid Waste;
excepting that Carts which have been refiirbished such that they are "like new" may be used
so long as their condition is satisfactory as determined by the City Manager.
• All Carts distributed' pursuant to this Agreement shall have an identifying serial number hot
stamped into the Cart body, or otherwise have an individual identification demarcation
affixed to the Cart in a manner acceptable to the City Manager. Contractor shall keep
current, and provide to City at the times set forth in this Agreement, a list of each address to
which a Cart has been distributed and the serial number (or other acceptable identification) of
all Cans at each such address.
• Upon request of any Customer, Contractor shall provide Bins with lids that close securely
and which are capable of being locked at rates that do not exceed those set forth in Exhibit A.
I." woud sora waste Handling servkes RrP
Exhibit 8: Container Specifications
A. Residential & Commercial Carts
CART PERFORMANCE REQUIREMENTS
All Carts shall be designed and manufactured to meet the minimum performance
requirements described below.
Cart Load Capacity
Depending on the capacity, the Carts will have a minimum load capacity as
shown below without Cart distortion, damage, or reduction in maneuverability or
any other functions as required herein.
Cart Size Minimum Load Capacity
96 gal. 200 lbs.
64 gal. 130 lbs.
35 gal. 70 lbs.
Cart Durability
Carts will remain durable, and at a minimum, shall meet the following durability
requirements to satisfy its intended use and performance, for the Term of this
Agreement:
• Maintain its original shape and appearance;
• Be resistant to kicks and blows;
• Require no routine maintenance and essentially be maintenance free;
• Not warp, crack, rust, discolor, or otherwise deteriorate over time in a
manner that will interfere with its intended use;
• Resist degradation from ultraviolet radiation;
• Be incapable of penetration by biting or clawing of household pets (i.e„
dogs and cats);
The bottoms of Cart bodies must remain impervious to any damage, that
would interfere with the Cart's intended use after repeated contact with
gravel, concrete, asphalt, or any other rough and abrasive surface;
• All wheel and axle assemblies are to provide continuous maneuverability
and mobility as originally designed and intended; and,
Resist degradation by other airborne gases or particulate matter currently
present in the ambient air of the City.
Pasta Resourcev, Inc_
August 75, e019 _ ,—
Y,N�
LVnwaad Solid Waste Haurilblg icrvices RFP
Carts will be available in three (3) sizes; 95 gallons, 65 and 35 gallons. Following are the
manufacturers' specifications:
ROIL -Out Carts
ritmo,es and Opllona
• Pur Send-AulomMedoi Automated CnleWun
of Household Refuse, Reryd.Wes and
Organic Wnsms
• Univeaal Cart MWds Available In All Sires;
PuI1v.Aulnmaled ROC -951FA Cart
also Availnblc
• Constru clod of High Quality, Resilient
QV.SInbII zed HDPE Re51n. Available ns
a Wide Range of Colors
• Relating Metal or Molded In Ca tch gars
• Honstnmp Branding of l -ogos and Recycling
Slogans; gar Coding. Sequential No ... 6, ing
and Mul tl -Color ht -Mold In beling Options
• RFID Integraduo Available for Use in Asset
and Pzrtiuipadun Tracking Programs
• Dieder Option furT co-Sireern Collection
• Optlo i.l Eucopeto Lip
Lid Cutouts fn Reoyclables Available
• Lid Opening Oil Includa 911 ur 11(fStups
• Bu%Molded or Quiet Tread Wheels Available
in Cover Ph1, Bn d Cap or Snzp,an Sly)e•
• UP001131 Features far Col9Rdenllal Document
Destruction Carry:
O Lids , nh Interval ker Lork oa Ea:h,n,0
T.,,goo Plate and P•dluck
0 Sloped OlKn(ng5 %vith Anei- rich Opdor•
• See Organic Waste Coulauter Specificadon
Sheet Ica AddiFnnal Features and Opliw+a
+w+ ptnY.4w4 M11.•v'rv�F4..n lxl l...nn..
Rel rig Pacific Roll -out Carts
Product Information
Dimemionsl(in.) RCC -19/20 ROC-35' RCC65 ROC -115
HelGhhe/Lid
.1260
39.13
9).58
43.13
\Vidlh
19.G0
2620
26.70
28.50
Depth
Ism
22.98
28.11
3714
ANSI Load Rating' (lb.)
70.00
122.50
22).50
337.5U
Truckload Quwnides.
40016
ROC-?Q ROCJ5
ROC 65
ROC-95
Slack Size
Thigh
Inlube 9high
9high
8/9 Will
4lr roily,
770
Inquire 861
SDf
384/432
51'Tailer
975
Inqulm I,OW
6643
432/386
1 Dlnnnsilwls eery &Moling on wheel and hd apdons
a ANSI 72s5?0 2006
,'A gallon 69sen available
1=C 19 Cam 5blkal
r, LIP
.all &,, Code
GaKn LSk
Alulti {nbr 1- 141001,10
VAILI
(oadlrt4FwUmludN)
Criluatl 0M1.1np lnr 0,4o.0 W..
K¢'hbh. I,W So,
A FAMILY TRADITION OF GROWTH, SERVICE AND INNOVATION
:.e'yunlry 1910 Fllt'14. sa.1 lm aI,oel. Cons I%o rn, L1Lla P•1n19n 1.1 [: (1:111naef
Ns. Pa (J a rWof* • a4— C'1 Pia 111.111 • r1M.lalo) IS?1W -. M U M(W %IH YI:
tiff asuxl_n,na.onrYl., n, m.,a,,. o.la P'9 luiaaolrw.w .n Pw roe-uo•
r.ru,n4rilnn.'iv:nM •IMnNfFn[e1:114'ren
9woirnrv.aw.+.9MrFy.a ( w . pq.n,nrr rN. q?r.Ihlylnnl.ut YJya nlrlwFn:rrwln.n...r+sNryn \n
IA'aaie Rewurras. lac. _ ��
Ar: uF,'i 1b, 21313 to
t R,,tr.. {y. �.: ..1.r vlv:6a�3:i..i.a'+`: V.! rr ,r(y
n1z41b'. <.;'w:EKl jF46ntTl nt'al-;` :''•:s;_;3�
I:.
43ze Yadfic
Q omPAIR.
Pmren Iv wilhsmnd the rigor of today's
collwion systems. Rdvig Pocific's
HuslryLRe Rollout Carts are setting
new usdastry standards fur dumbllily and
efficiency. Available in 16 gallon through
95 gallon models, (oi nearly any curbside
aPplicallon, these rids roll easily osen
wiihlsravy loads. Thrraitimusus
nite-pinro liand le pmvide_s a ILL" ig
grlppingarea and thewide whcef lm
makes sir +nmeiTin; easy.
Husky Lice carts sire flexible. yet hull
their shape even after eu rs of serrice.
A 1ebdnrce11 top Iip adds strength Ind
rigidity as du the double arngulil
and I ei lJurceLf WRuin. 'nt spec inl ly
dnigna l wide givmsd hugging base
helps keep Ihne cart upright and stable.
Oplien, far the Roll -wtt Curl,
Include intemnland rxtrmal
tnrking lid, which ran be
ud<.dth slots For colluding
Cunfidcnllal Ll.'t ... B or
cutau is(ur recyda Me beverage
containers. wheal'optians
include blew -Inca dad wheels or
'WO orex.Ied lisp -en wheels
th,ct iusloll in second&
Roll -nut Gds are chipped IVilh till
already auaehesl, sav ing adawolml
aSYt`nlbl\' Mlle.
��la7+le9 g
S��giapq` �s,
lyowuod Solid Vdaye Handling Services RFP
ENV 104 O909
Rehrig 'Pacific
Roll -out Carts
'dJsate Resow ces, Inc. N;' $ F
Auguet'15, 2011
'- tynwcod; did Waste HZndline, SerOCCS RFP
W RI will provide new Rehrig Pacific carts. Upon delivery all carts will include a "new
service packet" describing all the services to be provided and directions on proper
loading of the carts, bulky item program; sharps program, WRI contact info, holiday
schedule and other important data made available to the residents.
Carts shall be labeled on the inside in English and Spanish and with graphics as
required by this RFP. Additionally, Information will be included in form of a decal
regarding the city approved bulky waste program.
Carts will be labeled outside with WRI's phone number on the sides, cart serial number
on the front and waste stream type in English and Spanish on the lid.
95g Refuse Cart 65g Recycling Cart 65g Green Waste
The body of the Refuse Carts shall be a uniform gray color, Recycling Carts shall be a
uniform blue color and Green Waste Carts shall be at uniform green color.
Vja6ka HI Ource*; Inc.
t.5, 201J 12
Lynwood Solid Waste Handling Services RFP
Commercial Bins
WRI will provide the required size bins for commercial services. Bins storing Refuse will be
colored Orange. Bins for Recyclable materials will be Blue. Bins for Green Wastes or
organics will be Green.
Recyclable All Other Green
Wastes Wastes Wastes
WRI will have both plastic and metal bins available for Lynwood customers. All bins will have
split lids and 'wheels where necessary. Plastic bins are used for moist wastes such as found
at restaurants. These bins are quieter, lighter, maintain their water- tlghtness and clean
easier. Bins will be sized to match the RFP's requirements. Metal bins are manufactured by
UST and Consolidated Fabricators. Plastic bins are manufactured by Rehrig Pacific.
Bin Cleaning
WRI shall steam clean or replace bins upon customer request once per year at no additional
charge. WRI may charge an approved fee for additional cleanings prior to annual cleanings
or replacements.
Roll Off Boxes
WRI has a huge inventory of open top roll off boxes sized form 10 -50 cubic yard capacity.
Ali boxes are constructed of metal and are the color orange.
WRI has met and has prepared UST and Consolidated Fabricators regarding those
customers who do not own compactor receiver boxes that are customized to fit their
compacting unit.
WRI currently -holds in inventory most of the equipment required for this RFP.
e +�
'Nash; Re,ou ces,trw r '�
EXHIBIT C
MULTI - FAMILY DWELLING RECYCLING PROGRAM
Contractor shall provide all Multi - Family Dwellings with two options for diverting
Recyclable Materials from the landfill: (1) mixed waste Containers or (2) on -site source
separated Containers.
Mixed Waste Containers.
Contractor shall offer Multi - Family Dwellings, at no charge, the option to have a mixed
waste processing Bin instead of a separate recycling Bin. Customers that choose a mixed waste
processing Bin shall be able to mix all materials, including refuse, Recyclable Materials, and
Green Waste into one Bin. The maximum rates set forth on Exhibit A presume this service is
.. provided and Customers shall be informed of this when service options are explained.
2. On -Site Separation.
Contractor shall offer Multi- Family Dwellings the choice to have source separated
Containers with a separate Container for refuse and a separate Container for Recyclable
Materials. Customers selecting an onsite separation program shall receive Containers designed
for Recycling purposes, and' Contractor may charge rates for such Containers which do not
exceed the maximum rates set forth on Exhibit A. The intent of Contractor's program is to
incentivize Customers to Recycle by saving, and accordingly Contractor intends to charge rates
that are far less than the rates for mixed waste processing for Customers who seek to Recycle by
on site separation. Contractor shall ensure any such programs are cost neutral such that by
adding on site separation programs a Customer's rates at a minimum stay the same, and ideally
such rates should decrease. Contractor shall place source separated Containers in a location
selected by the Customer and subject to approval by City. Contractor shall also provide
Customers of Multi- Family Dwellings a Container that Customers can place in their Dwelling
Unit to store comingled Recyclable Materials prior to such materials being deposited in a
Collection Container. All Containers shall have decals designating the proper materials to be
placed in each Container.
Contractor, upon request, shall provide Customers separate recycling bins with "slotted"
and "locking" lids to help eliminate scavenging. Contractor shall produce, keep current, and
provide educational materials for Multi - Family Dwelling Customers describing its Multi - Family
Dwelling Recycling Program to be included, at a minimum, in the annual publication provided to
Customers at Multi- Family Dwellings in accordance with Section 10.9.4.1.
EXHIBIT U
COMMERCIAL RECYCLING PROGRAM
Contractor shall provide all Customers at Comtercial Premises with two options for
diverting Recyclable Materials from the landfill: (1) mixed waste Containers or (2) on -site
source separated Containers.
1. Mixed Waste Containers.
Contractor shall offer Customers at Commercial Premises, at no charge, the option to
have a mixed waste processing Bin instead of a separate recycling Bin. Customers that choose a
mixed waste processing Bin shall be able to mix all materials, including refuse and Recyclable
Materials into one Bin. The maximum rates set forth on Exhibit A presume this service is
provided and Customers shall be informed of this when service options are explained.
2. On -Site Separation.
Contractor shall offer Commercial Premises the choice to have source separated
Containers with a separate Container for refuse and a separate Container for Recyclable
Materials at no additional charge. Customers selecting an onsite separation program shall
receive Containers designed for Recycling purposes, and Contractor may charge rates for such
Containers which do not exceed the maximum rates set forth on Exhibit A. The intent of
Contractor's program is to incentivize Customers to Recycle by saving, and accordingly
Contractor intends to charge rates that are far less than the rates for mixed waste processing for
Customers who seek to Recycle by on site separation. Contractor shall ensure any such
programs are cost neutral such that by adding on site separation programs a Customer's rates at a
minimum stay the same, and ideally such rates should decrease. Contractor shall place source
separated Containers in a location selected by the Customer and subject to approval by City.
Contractor shall also provide Customers of Commercial Premises a Container that Customers
can place in their Commercial Premises to store comingled Recyclable Materials prior to such
materials being deposited in a Collection Container, such as a desk side recycling Container for
the collection of mixed office paper waste. All Containers shall have decals designating what
may and may not be placed in each Container. Contractor, upon request, shall provide
Customers separate recycling Bins with "slotted" and "locking" lids to help eliminate scavenging
in the Bins.
EXHIBIT E
BULKY ITEM SWF,F,P 13I10GIZAM
In addition to Abandoned Items Collection service and the on -call Bulky Item Collection
service that Contractor provides for Single Family and Multi - Family Dwellings, Contractor shall
provide a "Bulky Item Sweep Program" for all Customers at Single Family and Multi - Family
Dwellings in order to assist with the elimination of Solid Waste, and in particular Bulky Items,
that might otherwise be abandoned in alleys and other public places. The Bulky Item Sweep
Program shall include all those items defined in the Agreement as "Bulky Items" and enable
Customers to place Bulky Items out for Collection on their scheduled sweep date.
Contractor shall divide the City into four sections and devise a schedule by which each
section will be swept at a minimum of once per month, on a rotating basis, for Bulky Items. On
or before the Effective Date, Contractor shall submit a Bulky Item Sweep Program schedule to
the City Manager for approval, including a map designating each section of the City that will
receive Bulky Item Sweep Collection services and the corresponding schedule for Collection.
Any changes to Contractor's Bulky Item Sweep Program Collection map and schedule must be
presented to and approved in advance by the City Manager.
Contractor shall use proper vehicles to Collect such Bulky Items to allow for diversion as
set forth in Section 8.2.13. Contractor shall also properly handle Bulky Items in accordance with
Section 8.2.14. Contractor shall promote, keep current, and provide public information
specifically outlining its "Bulky Item Sweep Program" both on its website and in its annual
publication distributed to all Customers at Single Family and Multi - Family Dwellings in
accordance with Section 10.9.4. I. In addition, Contractor shall work with City to establish a link
on City's website to Contractor's Bulky Item Sweep Program webpage to provide Customers
with easy access to the information contained therein.
EXHIBIT F
PUBLIC TRASH CAN LOCATIONS:
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EXHIBIT G
FACILITIES TO BE USED FOR DISPOSAL AND PROCESSING
Disposal Facilities:
Chiquita Canyon Landfill
29201 Henry Mayo Dr.
Castaic, CA 91384
Olinda Alpha Sanitary Landfill
1942 N. Valencia Ave.
Brea, CA 92823
Processing Facilities:
Waste Resources Recovery (MRF and Transfer)
357 W. Compton Blvd.
Gardena, California 90247
Rainbow MRF
17121 Nichols Lane
Huntington Beach, CA 92647
Community Resource Recovery (Crown)
9189 DeGarmo Avenue
Sun Valley, CA 91352
Recycling Facilities:
Mission Recycling
1341 E Mission Blvd.
Pomona, CA 91766
RockTenn Recycling
20502 Denker Ave.
Torrance, CA 90501
EXHIBIT H
CORPORATE GUARANTY
THIS GUARAN "fY (the "Guaranty ") is given as of the I" day of November, 2013, and is
made with reference to the following facts and circumstances:
A. Waste Resources, Inc., a California Corporation ( "Contractor') is an affiliate of
Pacific Waste, Inc., a Hawaii Corporation ( "Guarantor ").
B. Contactor has entered a franchise agreement with the City of Lynwood ( "City ")
with an Effective Date of November 1, 2013, entitled "Agreement Between City of Lynwood
and Waste Resources, Inc., for Solid Waste Handling Services" (the "Franchise ").
C. It is a requirement of the Franchise that Guarantor guarantee Contractor's
performance of the Franchise.
D. Guarantor is providing this Guaranty to induce the City to approve the Franchise
and acknowledges that it will benefit from Contractor entering into the Agreement because the
Agreement will increase Contractor's gross income which is beneficial to Guarantor due to other
Financial transactions it conducts with Contractor.
NOW, THEREFORE, in consideration of the foregoing, Guarantor agrees as follows:
1. Guaranty of the Franchise. Guarantor hereby irrevocably and unconditionally
guarantees to the City the complete and timely payment, performance, satisfaction and
observation by Contractor of each and every term and condition of the Franchise which
Contractor is required to -pay, perform, satisfy or observe. In the event that Contractor fails to
pay, perform, satisfy or observe any of the terms and conditions of the Franchise Guarantor will
promptly and fully pay, perform, satisfy or observe them in the place of Contractor (including by
causing the services required of Contractor to be performed by a Solid Waste Enterprise
acceptable to City). Guarantor hereby guarantees payment to the City of any damages, costs or
expenses which might become recoverable by the City from Contractor due to its breach of the
Franchise. Guarantor further agrees to indemnify City against any losses City may sustain and
expenses it may incur as a result of the enforcement or attempted enforcement by City of any of
its rights and remedies under the Agreement, in the event of a default by Contractor thereunder,
and /or as a result of the enforcement or attempted enforcement by City of any of its rights
against Guarantor hereunder.
2. Guarantor's Obligations Are Absolute. The obligations of the Guarantor
hereunder are direct, immediate, absolute, continuing, unconditional and unlimited, and, with
respect to any payment obligation of Contractor under the Franchise, shall constitute a guarantee
of payment and not of collection, and are not conditional upon the genuineness, validity,
regularity or enforceability of the Franchise. In any action brought against the Guarantor to
enforce, or for damages for breach of, its obligations hereunder, the Guarantor shall be entitled to
all defenses, if any, that would be available to Contractor in an action to enforce, or for damages
for breach of the Franchise (other than discharge of, or stay of proceedings to enforce,
obligations under the Franchise under bankruptcy law).
3. Waivers. Except as provided herein the Guarantor shall have no right to
terminate this Guaranty or to be released, relieved, exonerated or discharged from its obligations
under it for any reason whatsoever, including, without limitation: (1) the insolvency,
bankruptcy, reorganization or cessation of existence of Contractor; (2) the actual or purported
rejection by a trustee in bankruptcy of the Franchise, or any limitation on any claim in
bankruptcy resulting from the actual or purported termination of the Franchise; (3) any waiver
with respccf to any of the obligations of the Franchise guaranteed hereunder or the impairment or .
suspension of any of the City's rights or remedies against Contractor; or (4) any merger or
consolidation of Contractor with any other corporation, or any sale, lease or transfer of any or all
the assets of Contractor. Without limiting the generality of the foregoing, Guarantor hereby
waives the rights and benefits under California Civil Code Section 2819.
The Guarantor hereby waives any and all benefits and defenses under California Civil
Code Sections 2845, 2846, 2849, and 2850, including without limitation, the right to require the
City to (a) proceed against Contractor, (b) proceed against or exhaust any security or collateral
the City may hold now or hereafter hold, or (c) pursue any other right or remedy for Guarantor's
benefit, and agrees that the City may proceed against Guarantor for the obligations guaranteed
herein without taking any action against Contractor or any other guarantor or pledgor and
without proceeding against or exhausting any security or collateral the City may hold now or
hereafter hold. City may unqualifiedly exercise in its sole discretion any or all rights and
remedies available to it against Contractor or any other guarantor or pledgor without impairing
the City's rights and remedies in enforcing this Guaranty.
The Guarantor hereby waives and agrees to waive at any future time at the request of the
City to.the extent now or then permitted by applicable law, any and all rights which the
Guarantor may have or which at any time hereafter may be conferred upon it, by statute,
regulation or otherwise; to avoid any of its obligations under, or to terminate, cancel, quit or
surrender this Guaranty.
The Guarantor hereby expressly waives, diligence, presentment, demand for payment or
performance, protest and all notices whatsoever, including, but not limited to, notices of non-
payment or non - performance, notices of protest, notices of any breach or default, and notices of
acceptance of this Guaranty. If all or any portion of the obligations guaranteed hereunder are
paid or performed, Guarantor's obligations hereunder shall continue and remain in full force and
effect in the event that all or any part of such payment or performance is avoided or recovered
directly or indirectly from the City as a preference, fraudulent transfer or otherwise, irrespective
of (a) any notice of revocation given by Guarantor or Contractor prior to such avoidance,or
recovery, and (b) payment in full of any obligations then outstanding.
. 4. 'Perm. This Guaranty is not limited to any period of time, but shall continue in
full force and effect until all of the terms and conditions of the Franchise have been fully
performed or otherwise discharged and Guarantor shall remain fully responsible under this
Guaranty without regard to the acceptance by the City of any performance bond or other
collateral to assure the performance of Contractor's obligations under the Franchise. Guarantor
shall not be released of its obligations hereunder as long as there is any claim by the City against
Contractor arising out of the Franchise based on Contractor's failure to perform which has not
been settled or discharged.
5. _ No Waivers. No delay on the part of the City in exercising any rights under this
Guaranty or failure to exercise such rights shall operate as a waiver of such rights. No notice to
or demand on Guarantor shall be a waiver of any obligation of Guarantor or right of the City to
take other or further action without notice or demand. No modification or waiver of any of the
provisions of this Guaranty shall be effective unless it is in writing and signed by the City and by
Guarantor, nor shall any waiver be effective except in the specific instance or matter for which it
is given.
6. Attornev's Fees. In addition to the amounts guaranteed under this Guaranty,
Guarantor agrees in the event of Contractor's breach of its obligations to pay reasonable
attorney's fees and all other reasonable costs and expenses incurred by the City in enforcing this
Guaranty, or in any action or proceeding arising out of or relating to this Guaranty, in any
action instituted to determine the respective rights and obligations of the parties hereunder.
7. Governing Law: Jurisdiction. This Guaranty is and shall be deemed to be a
contract entered into in, and pursuant to the laws of, the State of California and shall be governed
and construed in accordance with the laws of California without regard to its conflicts of laws,
rules for all purposes including, but not limited to, matters of construction, validity and
performance. Guarantor agrees that any action brought by the City to enforce this Guaranty may
be brought in any court of the State of California and Guarantor consents to personal jurisdiction
over it by such courts, with venue resting in Los Angeles County, California.
8. Severability. If any portion of this Guaranty is held to be invalid or
unenforceable, such invalidity will have no effect upon the remaining portions of this Guaranty,
which shall be severable and continue in full force and effect.
9. Binding On Successors. This Guaranty shall inure to the benefit of the City and
its successors and shall be binding upon Guarantor and its successors, including transfcree(s) of
substantially all of its assets and its shareholder(s) in the event of its dissolution or insolvency.
10. Authority. Guarantor represents and warrants that it has the corporate power and
authority to give this Guaranty, that its execution of this Guaranty has been authorized by all
necessary action under its Article of Incorporation and By -Laws, and that the person signing this
Guaranty on its behalf has the authority to do so.
it. Prohibition Against Assignment. Guarantor may not assign its obligations
herein without the City's prior written consent.
12. Notices. Notice shall be given in writing, deposited in the U.S. mail, registered or
certified, first class postage prepaid, addressed as follows:
To the City: City of Lynwood
Attn: City Manager
1 ] 330 Bullis Road
Lynwood, CA 90262
To the Guarantor: Pacific Waste, Inc.
Attn: Kosti Shirvanian
23 Corporate Plaza Dr. Ste 247
Newport Beach, CA 92660
.Guarantor:
Pacific Waste, Inc.
By:
Title: ��
EXHIBIT 1
LETTER OF CREDIT
ATTACHED
EXHIBIT I
FORM IRREVOCABLE LETTER Of- CREDIT
Date: [_�, 2013
Number: [
Amount: U.S. $1,000,000, not exceeding
Stated Expiration Date: [ 201 [ONE YEAR FROM DATE OF ISSUANCE]
Applicant:
Waste Resources, Inc.
P.O. Box 2410
Gardena, CA 90247
Attention: "pommy Gendal
Beneficiary:
City of Lynwood
11330 Bullis Road
Lynwood, CA 90262
Attention: City Manager
Ladies and Gentleman:
We hereby establish our Irrevocable Letter of Credit No. [ in your favor for the
account of Waste Resources, Inc., a California Corporation (the "Applicant "), for drawing(s) up
to an amount not exceeding a total of U.S. $1,000,000 (One Million U.S. Dollars) (the "Stated
Amount'), effective immediately. Funds under this Letter of Credit are available to you upon
presentation of a certificate substantially in the form of Exhibit A attached hereto (the "Demand
Certificate "), purportedly signed by your duly authorized officer or employee and completed, if
such Demand Certificate is presented as hereinafter specified on or before the Stated Expiration
Date (as defined above).
Drawing Procedures. One Demand Certificate, substantially in the form attached hereto
as Exhibit A, shall be presented for each drawing hereunder (i) in person, (ii) by first class
certified and registered U.S. mail, (iii) by facsimile, or (iv) by overnight mail. Each Demand
Certificate shall be dated the date of presentation and shall be presented to [ 1,
located at [ 1. If your Demand Certificate is presented by [_] (Pacific
time) on any Business Day, in conformity with the terms and conditions of this Letter of Credit,
we will honor the same by making payment, in accordance with your payment instructions, on
the (f Business Day following such date of presentment, otherwise we will honor your
Demand Certificate by making payment, in accordance with your payment instructions, on the
( ] Business Day following such date of presentment. 'Business Day" shall mean any
day on which we are open for business and which is a day other than a Saturday, Sunday or any
other day on which banking institutions in California are authorized or required by law or
executive order to close.
Partial and multiple drawings are allowed.
Reduction and Reinstatement of the Stated Amount. The amount available to be drawn
under this Letter of Credit shall be automatically reduced by the amount of any drawing
hereunder.
Letter of Credit Expiration Date. This Letter of Credit shall automatically terminate on
the earliest to occur of (a) the surrender by you of the original letter of credit ter cancellation
along with the Beneficiary's authorization letter, (b) our honoring of Demand Certificates
presented hereunder that, in the aggregate, equal the amount available to be drawn hereunder,
and (c) the Stated Expiration Date.
It is a condition of this Letter of Credit that it shall be deemed automatically extended
without written amendment for one (I) year periods from the present or any future expiry date,
unless at least ninety (90) days prior to such expiration date, we send the Beneficiary notice at
the above stated address by a nationally recognized overnight courier that we elect not to extend
this Letter of Credit beyond the initial or any extended expiry date thereof, with a copy to,
Applicant at the above stated address. However, this Letter of Credit will not be extended
beyond [ _, 20 1, which will be considered the final expiration date. Any reference to a
Final expiration date does not imply that ( l is obligated to extend this
Letter of Credit beyond the initial expiry date or any extended date thereof.
Complete Agreement. This better of Credit sets forth in full the terms and conditions of
our undertaking. References herein to other documents or instruments are for identification
Purposes only and such references shall not modify or affect the terms hereof or cause such
documents or instruments to be deemed incorporated herein.
Governing Law. This Letter of Credit shall be subject to the International Standby
Practices, 1998, International Chamber of Commerce Publication No. 590 (the `9SP98 ") and
shall, as to matters not governed by the ISP98, be governed by, and construed and interpreted in
accordance.with, the laws of the State of California. Any litigation relating to this Letter of
Credit shall be prosecuted solely in the State and Federal Courts located in Los Angeles,
California.
Method of Delivery. All documents presented to us in connection with any demand for
payment hereunder, as well as all notices and other communications to us in respect of this Letter
of Credit, shall be in writing and addressed and presented to us at ( 11
and shall make specific reference to this Letter of Credit by number.
Termination. We shall terminate this Letter of Credit, prior to the Stated Expiry Date,
upon receipt of written certification from you in the form of Exhibit B hereto.
Very truly yours,
Hy:
Title:
Exhibit A to Letter of Credit No.
DEMAND CERTIFICATE
[LETTERHEAD OF BENEFICIARY]
[DATE]
[ADDRESS]
LETTER OF CREDIT NUMBER [ ]
I am a duly authorized officer or employee of the City of Lynwood, a municipal
corporation (the "Beneficiary "). Demand is hereby made for payment in the amount of U.S.
$ , under Irrevocable Letter of Credit Number [ , dated [ ], 2013 (the
"Letter of Credit'), issued for the account of Waste Resources, Inc., a California Corporation
(the "Applicant').
Payment of the requested funds shall be made as follows:
IN WITNESS WHEREOF, the undersigned has executed and delivered this Demand
Certificate as of the day of 20
City of Lynwood, as Beneficiary
Name:
Title:
.a
4
0
Exhibit B to Letter of Credit No.
FORM OF CONSENT TO TERMINATION
[LETTERHEAD OF BENEFICIARY]
[DATE]
[ADDRESS]
LETTER OF CREDIT NUMBER [
The undersigned duly authorized officer or employee of the City of Lynwood, a municipal
corporation (the "Beneficiary"), hereby certifies to [_I, with reference to the Irrevocable
Letter of Credit No. [_] (the "Letter of Credit ") dated [ ], issued in our favor by you
on behalf of Waste Resources, Inc., a California Corporation, as follows as of the date hereof:
(A) The Beneficiary hereby consents to the termination of the Letter of Credit on
[INSERT DATE].
(B) The original Letter of Credit and all amendments thereto are attached herewith.
IN WITNESS WHEREOF, the undersigned has executed and delivered this certificate on
this day of -, 20.
City of Lynwood, as Beneficiary
By:
Name:
Title: