HomeMy Public PortalAboutAgreement_2003-02-18_Athens Serviceshousehold furniture or appliances that contain any amount of Hazardous Waste
shall also be excluded from being Bulky Waste.
(d) 11 City Manager" shall mean the City Manager of the City or his or her designee.
(e) 11 Disposal Site11 shall mean a depository for Waste, including but not limited to
sarutary landfills, transfer stations, material recovery facilities and incinerators
that are licensed, permitted or approved to receive Waste by governmental bodies
and agencies having jurisdiction and requiring such licenses, permits or approvals.
(f) 11 Hazardous Waste" shall mean any chemical, compound, mixture, substance or
article which is designated by the U.S. Environmental Protection Agency or
appropriate agency ofthe State of California to be .. hazardous" as that term is
defined by or pursuant to federal or state law.
(g) ''MRF" shall mean the Contractor's material recovery facility located at its
address in the City of Industry.
(h) "Parties" shall mean the City and Contractor as parties to this Agreement and
each may individually be referred to herein as a "Party."
(i) "Recyclables" shall mean materials that are or could be collected and returned to
the economic mainstream in the fonn of raw material for new or reconstituted
products rather than becoming Solid Waste.
(j) "Solid Waste" shall mean all garbage, rubbish, and solid waste materials other
than Recyclables, Yard Waste and Hazardous Waste.
(k) "Waste" shall mean Solid Waste and Recyclables together.
(I) "Yard Waste" shall mean leaves, clippings, brush, branches and other forms of
organic waste generated from landscapes and gardens that is not more than five
(5) feet in its longest dimension or six (6) inches in diameter or weighs more than
fifty (50) pounds. Yard Waste does not include palm fronds .
1.2 Delegation of Authority.
The administration of this Agreement shall be under the supervision and direction of the
City Manager's office and the actions specified herein shall be taken by the City Manager unless
otherwise stated or specified.
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ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE CONTRACTOR
2.1 Corporate Status.
Contractor is a corporation duly organized, validly existing and in good standing under
the laws of the State of California. It is qualified to transact business in the State of California
and has the corporate power to own its properties and to carry on its business as now owned and
operated and as required by this Agreement.
2.2 Corporate Authorization.
Contractor has the authority to enter into and perform its obligations under this
Agreement. The Board of Directors of Contractor (or the shareholders if necessary) have taken
all actions required by law, its articles ofincorpora6on, its bylaws or otherwise to authorize the
execution of this Agreement. The persons signing this Agreement on behalf of Contractor have
authority to do so.
ARTICLE Ill
TERM OF AGREEMENT
3.1 Term of Agreement.
The term ofthis Amended and Restated Agreement shall be fifteen (15) years from
August 9, 2002; provided however, that commencing August 9, 2003 and on the same date every
year thereafter, automatic one year extensions shall be applied to this Agreement so that the term
of this Agreement shall thereafter remain at a constant fifteen (15) years.
3.2 Termination ofExtension.
Notwithstanding the foregoing, should either Party desire that said one-year renewal and
extension provision be terminated, such Party may give the other written notice of such
tennination sixty ( 60) days prior to August 9 of any year during which this Agreement is in full
force and effect except that the City may not give such notice, and if given said notice shall not
be effective, to terminate the automatic extension prior to August 9, 2004. Such notice will
terminate the one year renewal and extension provision, and the Agreement shall remain in full
force and effect for fifteen (15) years. Within thirty (30) days after receipt of a notice of
termination, either Party may request to meet and confer regarding the termination and any
notice of termination shall not be effective, unless the Party which sent the notice of tennination
meets and confers, in good faith, with the other Party after the other Party's timely request to do
so.
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ARTICLE IV
FRANCHISE
4 .1 Grant of Franchise; Scope ofFranchise.
(a) Grant of Franchise. The City hereby grants unto the Contractor, and the
Contractor shall have throughout the duration of this Agreement, the exclusive right to engage in
the business of collecting solid waste, Recyclables and Yard Waste accumulating within the
boundaries of the City as the same now exists, that is required to be accumulated and offered for
collec6on to the Contractor in accordance with this Agreement and the City Municipal Code.
(b) Annexations. This right extends to any territory armexed to the City hereafter
except to the extent that co11ection within such territory so annexed would be unlawful or violate
the legal rights of another person. Unless Contractor acquires or has acquired the collection
rights of any other person then collecting solid waste, Recyclables or Yard Waste within any
armexed territory at the time such annexation is effective, said exclusive right in each annexed
territory shall commence ninety (90) days after each such annexation is completed, provided that
if the City determines to the contrary by majority vote of its Council within said ninety (90) day
period, such determination shall prevail.
(c) Scope of Franchise; Exclusions. The franchise granted to Contractor shall be
exclusive except as to the following categories of solid waste, Recyclables and Yard Waste listed
in this subsection (c). The granting of this franchise shall not preclude the categories of solid
waste, Recyclables and Yard Waste listed below from being dellvered to and collected and
transported by others in the manner specifically described, provided that every residence, facility
or establishment within the City shall be required to maintain service equivalent to other similar
residences, facilities or establishments and nothing in this Agreement is intended to or shall be
construed to excuse any person from obtaining any authorization from the City which is
otherwise required by law:
1. Yard waste and other compostables removed from a premises by a gardening,
landscaping, or tree trimming contractor as an incidental part of a total service
offered by that contractor rather than as a hauling service.
2. By-products of sewage treatment, including sludge, grit and screenings.
3 . Residue or non-processable waste from solid waste disposal facilities including
material recovery, composting and transformation facilities except as set out
under Article vn hereof.
4. Hazardous Waste.
5 . Individual households and commercial businesses may sell or donate Recyclables
separated or removed from the solid waste stream or may compost Yard Waste,
subject to applicable federal and state laws, rules and regulations; provided,
however, that no consideration may be paid to any entity other than Contractor for
collecting, processing or transporting such Recyclables or as a consulting fee for
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recycling services . A discount or reduction in price for collection, disposal and/or
recycling services for any form ofunsegregated or segregated Waste is not a sale
or donation of Recyclables.
6. A construction contractor may utilize his own trucks and employees to remove
building materials from a construction site. Contractors, not utilizing their own
trucks and employees, must contract for service with the City's franchised hauler.
4.2 Prior Agreements and Amendments.
This Agreement supersedes and replaces in its entirety all prior agreements or
understandings between the City and the Contractor and, as a result, all such prior agreements
and understandings are null, void and of no further force or effect. This Agreement is intended
to carry out the City's obligations to comply with the provisions of AB 939 as it from time to
time may be amended, and as implemented by regulations of the California Integrated Waste
Management Board ("CIWMB"), as they from time to time may be amended. In the event that
AB 939 or other state or federal laws or regulations, or case law decided by a court of final
jurisdiction arising after this Agreement has been approved, prevent or preclude compliance with
one or more provisions of this Agreement, then such provisions of this Agreement rna y be
modified or suspended on terms reasonably required by the City and as may be necessary to
comply with such state or federal laws, regulations or case law. No other amendment of this
Agreement shall be valid unless made in a writing duly executed by both Parties. In the event
any modification pursuant to this Section 4.2 results in an increase in the Contractor's costs of
performance hereunder, an equitable change in the compensation of the Contractor, either in the
form of the existing rates or the establishment of new rates, shall be mutually agreed to by the
City and the Contractor.
4.3 Waste Management Fee and Franchise Fee.
The Contractor shall pay fees to the City as provided for in currently existing or future
resolutions or ordinances adopted by the City Council, as they may be amended from time to
time and set forth on Exhibit D to this Agreement. Said sums shall be payable throughout the
duration of this Agreement each quarter based on the quarterly reports required pursuant to
Section 6 .2 of this Agreement. Payment for such fees, when due, shall accompany the quarter]y
reports submitted to the City. The Parties understand and acknowledge that the fees described in
this Section 4.3 shall be passed through to, as applicable, the corresponding residential and/or
commercial/industrial customers of the Contractor in the City.
ARTICLE V
WASTE COLLECTION SERVICES
5 .1 General.
The services set out here are in addition to those in Article VII and the remainder of this
Agreement. The work to be done by Contractor pursuant to this Agreement shall include the
furnishing of all labor, supervision, equipment, materials, supplies, and all other items necessary
to perform the services required. The enumeration of, and specification of requirements for,
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particular items oflabor or equipment shall not relieve Contractor of the duty to furnish all
others, as may be required, whether enumerated or not.
The work to be done by Contractor pursuant to this Agreement shall be accomplished in a
thorough and professional manner so that the residents and businesses within the City are
provided reliable, courteous and high quality solid waste, Recyclables and Yard Waste collection
and diversion services at all times. The enumeration of, and specification ofrequirements for,
particular aspects of service quality shall not relieve Contractor of the duty of accompllshing al1
other aspects in the manner provided in this Section, whether such other aspects are enumerated
elsewhere in the Agreement or not.
5.2 Residential Solid Waste Collection Services.
Contractor shall collect and deliver to the appropriate solid waste facility all solid waste,
Recyclables, Yard Waste, and other compostables generated at single-and multi-unit residential
premises within the City placed for collection curbside. Solid waste and Recyclables may be
commingled and will be collected two times each week. Yard waste must be placed in a separate
specifically identified receptacle and will be collected once each week on the second collection
day. Bulky Waste shall be picked up weekly on the first collection day of the week.
Additional special rates may be charged by the Contractor for the collection of other
items of a dissimilar nature to those included in Section 5.2. Such rates shall be determined by
the Contractor and paid in advance and shall be separate from and in no way connected to the
regularly scheduled service rates. The fee may include a component for estimation of such rates.
Placement of bins 'in the street from residential scout service shall be limited to not more
than eight (8) hours.
Materials shall be properly placed for collection under the requirements of the Temple
City Municipal Code and this Agreement. Residents shall be required to bundle and tie all wood
waste in lengths not to exceed four (4) feet with a diameter of three (3) feet and a weight of forty
( 40) pounds.
5.3 Commercial/Industrial Collection.
Contractor shall collect and deliver to the appropriate solid waste facility all solid waste,
Recyclables, Yard Waste, and other compostables generated at commercial premises within the
City contracting for services and delivered to a bin or otherwise properly placed for collection
not less than once per week. Contractor shall collect and deliver to the appropriate solid waste
management facility all solid waste, Recyclables, Yard Waste, and other compostables generated
at Industrial premises within the City contracting for services and delivered for collection to a
debris box or bin (or otherwise properly placed for collection) as scheduled with each industrial
generator. Contractor may contract with industrial or commercial firms to collect and dispose of
waste materials which it is not licensed to remove and which present specialized problems.
Contractor shall use its best efforts to divert or recycle materials collected under this
subsection.
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5.4 City Facilities Collection.
At no cost to the City, Contractor shall collect and dispose of all solid waste, Recyclables,
Yard Waste, and compostables generated at premises owned and/or operated by the City within
City limits, including a11 City parks.
Commercial (bin) and industrial (debris box) collections shall be scheduled as designated
by the City. The facilities to be provided service initially, together with the type and frequency
of service, are listed in Exhibit "A," which may be modified or expanded by the City with the
Contractor's agreement.
Contractor shall pickup, transport and process Yard Waste placed in separate containers
by City personnel at the City yard.
The services required by this Section shall be provided at no charge to the City.
5.5 Christmas Tree Collection.
Contractor shall collect all Christmas trees on the first two scheduled pickup days after
New Year's. Trees shall be diverted for deposit at a green waste, transformation or composting
facility or may be used for alternate daily cover at a landfill.
5.6 Hours of Collection.
The Contractor agrees that it shall not allow any solid waste, Recyclables, Yard Waste or
other compostables collections to be made in residentially zoned areas prior to 6 a.m.
5.7 Collection Standards.
(a) Placement. All resident-owned collection containers after emptying thereof shall
be returned to within five (5) feet of the location from which the same were picked up by the
Contractor's employees, upright.
Contractor's employees shall use all reasonable means to insure containers are not
deposited in any driveway, sidewalk, or street, other than at the curb. Contractor shall ensure
that its employees close all gates opened by them in making collections, unless otherwise
directed by the customer, and avoid crossing landscaped areas and climbing or jumping over
hedges and fences. City shall refer complaints about damage to private property to Contractor.
Contractor shall repair all damage to private personal property caused by its employees.
(b) Record of Non-Collection. When any solid waste, Recyclables, Yard Waste, or
other compostable material deposited for collection is not collected by the Contractor because it
fails to meet the requirements of the Municipal Code or this Agreement, Contractor shall leave a
multilingual red tag provided at his cost at least 3" x 6" in size, on which he has indicated the
reasons for his refusal to collect the solid waste, Recyclables, Yard Waste, or other compostable
materials, giving grounds for his refusal as well as the Contractor's address, phone number and
business hours.
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In addition thereto, Contractor shall maintain, at his place ofbusiness, a log book listing
all complaints and taggings . Said log book shall contain the names and addr esses of parties
involved, the date of such complaint or tagging, nature of same and date and manner of
disposition of each case. Such log shall be kept so that it may conveniently be inspected by City
Manager upon request. Such log shall be retained for at ]east 1 year after the last entry. City
Manager may request this log at any time.
5.8 Litter Abatement.
(a) Minimization of Spills. Contractor shall use due care to prevent solid waste,
Recyclables, Yard Waste, and other compostables from being spilled or scattered during the
collection or transportation process . If any solid waste, Recyclables, Yard Waste, and other
compostables are spilled during collection, the Contractor shall promptly clean up all spilled
materials.
(b) Clean Up. During the collection transportation process, the Contractor shaH
clean up litter in the immediate vicinity of any solid waste, Recyclables, Yard Waste, and other
compostables storage area. The Contractor shall discuss instances ofrepeated spillage not
caused by it directly with the customer responsible and will report such instances to the City.
City will attempt to rectify such situations with the customer if Contractor has already attempted
to do so without success.
(c) Covering of Loads. Contractor shall cover all open debris boxes and compactor
openings during transport to the Disposal Site.
5.9 Transportation Processing and Disposal of Solid Waste: Recordkeeping
Contractor shall transport all solid waste, Recyclables, (and Yard Waste, and other
compostables as applicable) collected under this Agreement to its MRF!fransfer Station;
provided that nothing herein shall prohibit Contractor from transporting Yard Waste directly to a
landfill to be used as alternate daily cover or depositing it at a green waste, transformation or
composting facility. Contractor shall transport all those materials remaining as residue
(exclusive ofRecyclables which can be sold or otherwise transported to users thereof) after
processing at the MRF or non-processable materials to the Disposal Site it selects.
Contractor shall maintain accurate records of the quantities of solid waste, Recyclables,
Yard Waste, and other compostables or materials transported to the MRF/Transfer Station and
thereafter to the Disposal Site and will cooperate with City in any audits or investigations of such
quantities.
The Contractor shall report diversion data to the City on a quarterly basis. Contractor has
the right to retain any materials collected under the Franchise and retain any payments except
that Contractor shall remit to the City twenty-five percent (25%) of the net revenue generated
from the sale of recyclable materials diverted from solid waste collected from commercial
customers. For the purpose of calculating amounts owed under this Section, net revenue shall be
the gross revenue received for recyclable materials, less any amounts paid to users of such
materials in consideration of their diversion thereof, taking into consideration the tons ofwaste
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from the commercial customers in the City processed at the MRF and in the composition of that
waste as determined by periodic waste characterization studies.
5.10 Vehicles.
(a) General. Contractor shall provide a fleet of collection vehicles sufficient in
number and capacity to efficiently perform the work required by the Agreement in strict
accordance with its terms. The Contractor agrees to maintain each piece of equipment used by it
in the performance ofthis Agreement in good order and repair. Contractor shall have available
on collection days sufficient back-up vehicles for each type of collection vehicle used (i.e.>
residential, commercial and rolloff) to respond to complaints and emergencies. The City
Manager reserves the right to inspect any and all of Contractor's equipment upon reasonable
notice to Contractor. All such vehicles shall have watertight bodies designed to prevent leakage,
spillage or overflow.
(b) Specifications. All vehicles used by Contractor in providing solid waste>
Recyclables, Yard Waste, and other compostables collection services shall be registered with the
California Department of Motor Vehicles and shall meet or exceed all legal standards. The
California Highway Patrol Biarmuallnspection of Terminal report shall be made available to the
City Manager on request.
(c) Vehicle Identification. Contractor's name, local telephone number, and a unique
vehicle identification number designed by Contractor for each vehicle shall be prominently
displayed on all vehicles, in letters and numbers no less than two and one-half (2 '/2) inches
high. Contractor shall not place the City's logo on its vehicles.
(d) Cleaning and Maintenance.
1. General. Contractor shall maintain all of its properties, facilities, and
equipment used in providing service under this Agreement in a safe, neat, clean and
operable condition at all times, and well and uniformly painted.
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2. Cleaning. Vehicles used in the collection of solid waste, Recyclables,
Yard Waste, and other compostables shall be thoroughly washed and thoroughly steam
cleaned on a regular basis so as to present a clean appearance and minimize odors. All
vehicles shall be painted periodically to present a satisfactory appearance. The City
Manager may inspect vehicles at any time to determine compliance with sanitation
requirements. Contractor shall make vehicles available to the County Health Department
for inspection.
3. Maintenance. Contractor shall inspect each vehicle regularly to ensure
that all equipment is operating properly. Vehicles which are not operating properly shall
be taken out of service until they are repaired and do operate properly. Contractor shall
perform all scheduled maintenance functions in accordance with the manufacturer's
specifications and schedule. Contractor shall keep accurate records of all vehicle
maintenance.
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4. Repairs. Contractor shall repair, or arrange for the repair of, all of its
vehicles and equipment, including dents or other body damage, for which repairs are
needed because of accident, breakdown or any other cause so as to maintain all
equipment in a neat, safe and operable condition. Contractor shall maintain accurate
records of repair, which shall include nature of repair and that the repair has been
properly performed.
5. Inventory. Contractor shall furnish sufficient equipment to provide all
service required under this Agreement, including backup collection vehicles. Upon
written request, Contractor shall furnish the City a current vehicle inventory.
(e) Operation. Vehicles shall be operated in compliance with the California Vehicle
Code, and all applicable safety and local ordinances.
5.11 Solid Waste Containers.
(a) Residential. Residents shall provide containers of not more than 35 gallon
capacity with a weight limit of 50 pounds. Solid waste and Recyclables will be commingled and
all Yard Waste will be set out in specifically marked (by decals) containers provided by
residents.
(b) Non-Residential. Contractor shall provide bins and debris boxes for storage of
solid waste which shall be designed and constructed to be water tight and prevent the leakage of
liquids. All containers shall be painted the Contractor's standard color and shall prominently
display the name and telephone number of the Contractor.
(c) Cleaning, Painting, Maintenance. As needed, but no more than once per year,
Contractor shall replace, clean or repaint all commercial containers as needed so as to present a
clean appearance. Contractor shall maintain all containers in a functional condition.
(d) Repair and Replacement. Contractor shall repair or replace all nonwresidential
containers damaged by collection operations. Contractor may charge non-residential customers
actual repair or replacement costs for collection containers that are damaged beyond normal wear
and tear and for collection containers that are lost or stolen more than once in any one twelve
month period.
5.12 Personnel.
(a) General. Contractor shall furnish such qualified drivers, mechanical,
supervisory, clerical and other personnel as may be necessary to provide the services required by
this Agreement in a safe and efficient manner.
(b) Driver Qualifications. All drivers shall be trained and qualified in the operation
of collection vehicles and must have in effect a valid license, of the appropriate class, issued by
the California Department of Motor Vehicles.
(c) Identification. Contractor shall require its drivers, and all other employees who
come into contact with the public, to wear a uniform as a means of identifying the employee.
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(d) Safety Training. Contractor shall provide suitable operational and safety training
for aU of its employees who utilize or operate vehicles or equipment for collection of solid waste,
Recyclables, Yard Waste, and other compostables or who are otherwise directly involved in such
collection . Contractor shall train its employees involved in solid waste, Recyclables, Yard
Waste, and other compostables collection to identify, and not to collect, Hazardous Waste.
(e) No Gratuities. Contractor shall not permit its employees to demand or solicit,
directly or indirectly, any additional compensation or gratuity from members of the public for the
collection of solid waste, Recyclables, Yard Waste, and other compostables under this
Agreement.
(f) Employee Appearance and Conduct. All employees, while engaged in the
collection or gathering of solid waste, Recyclables, Yard Waste, and other compostables within
the City, shall be attired in suitable and acceptable uniforms. Contractor shall use its best efforts
to assure that all employees present a neat appearance and conduct themselves in a courteous
manner. Contractor shall regularly train its employees in customer courtesy, shall prohibit the
use of loud or profane language, and shall instruct collection crews to perform the work as
quietly as possible. If any employee is found not to be courteous or not to be perfomring
services in the manner required by this Agreement, Contractor shall take all appropriate
corrective measures.
(g) Employee Fingerprinting. Contractor shall have all employees regularly
working in the City fingerprinted at the L.A. County Sheriff Station.
5.13 Hazardous Waste.
If the Contractor determines that waste placed in any container for collection or delivered
to any facility is Hazardous Waste or other waste that may not legally be disposed of at the
Disposal Site or presents a hazard to Contractor's employees, the Contractor shall have the right
to refuse to accept such waste. The customer will be contacted by the Contractor and requested
to arrange for proper disposaL If the customer cannot be reached immediately, the Contractor
shall, prior to leaving the premises, leave a red multilingual tag at least 3" x 6" indicating the
reason for refusing to collect the waste, in which case a copy ofthe tag, along with the address of
premises (and the name of the customer, ifknown) shall be delivered to the City Manager upon
request. The tag shall include the toll free number of the Integrated Waste Management Board's
hotline for information on household Hazardous Waste roundups and used oil collection sites.
If the waste is delivered to the Disposal Site before its presence is detected and the
customer cannot be identified or fails to remove the waste after being requested to do so, the
Contractor shall arrange for its proper disposal. The Contractor shall make ·a good faith effort to
recover the cost of disposal from the customer, and the cost of this effort , as well as the cost of
disposal shall be chargeable to the cus tomer. The Contractor shall be entitled to include the costs
incurred under this Section as an operating expense for purposes ofRate Review under Article
VIII and shall include all sums recovered by it from customers as "Other Income."
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5 .14 Street Sweep in g.
Contractor shall sweep all streets and alleys biweekly (twice each month) except that the
parking lots identified on Exhibit npn and the streets highlighted on Exhibit "F 11 shall be swept
weekly.
6.1 Billing.
ARTICLE VI
OTHER COLLECTION-RELATED SERVICES,
STANDARDS AND AGREEMENTS
In consideration of the services and promises ofthe Contractor, the City hereby delegates
to the Contractor the right and authority to collect from the persons served by the Contractor the
prices for such service as is provided by this Agreement.
The Contractor agrees that it shall neither charge nor collect any sum or sums in excess
of, or in addition to, the amounts specified in this Agreement for any solid waste, Recyclables,
Yard Waste, and other compostables collection services made pursuant to this Agreement.
The Contractor will bill for residential service on a bimonthly basis (i.e., once every two
months) in advance and for commercial service on a monthly basis in advance. The contractor
shall have the right to bill and collect for its services in advance of the rendition of services
hereunder, but shall refund any unused portion equal to one month or more of the amount
collected in the event of disruption, revision, or termination ofthe services or when residential
premises are vacant for at least a one month period and prior notice of such vacancy has been
given to the Contractor. Termination of services as referred to in this section shall not include
termination due to nonpayment. Services terminated due to nonpayment of collection fees may
be reinstated with the payment of a reinstatement charge as specified in Exhibit "D" attached
hereto.
6.2 Quarterly Reports.
The Contractor shall submit quarterly reports with respect to its operations in the City
(including but not limited to MRF operations) pursuant to this Agreement. This report shall
include customer billing and collection information by class of service and number of services.
6.3 Audit Regarding Waste Management Fee and Franchise Fee.
At the request of the City Manager and at the City's expense, the reports submitted by the
Contractor along with remittance of the City Waste Management fee and franchise fee, pursuant
to Section 4.3, may be audited and certified biannually to by an independent certified public
accounting firm mutually approved by the City Manager and the Contractor. The third party
auditor selected shall be allowed access to Contractor's records as necessary to carry out the
audit and shall be required to sign a confidentiality agreement. In the event that the audit reveals
there were willful and intentional misrepresentations in the reports submitted to the City which
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resulted in the underpayment of the Waste Management fee or franchise fee, then Contractor
shall be responsible for the full cost of the audit.
6.4 Recordkeeping.
The Contractor shall maintain such accounting and statistical records as shall be
necessary to develop the operational statements and reports prescribed by City.
6.5 Public/Customer Service and Accessibility.
(a) Office Location. Contractor shall provide a business office for purposes of
carrying out .its obligations under this Agreement. This main office shall be located at 14048
Valley Boulevard, City of Industry, California 91715.
(b) Office Hours. Contractor's office shall be open to the public from 7 a.m. to
5 p.m. Monday through Friday and 7 a.m. to noon on Saturday. The office may be closed on
Sundays and those holidays recognized by the Contractor.
(c) A vail ability of Representatives. A representative of the Contractor shall be
available at the Contractor's main office during office hours to communicate with the public in
person and by telephone.
(d) Telephone. Contractor shall maintain a toll-free telephone system in operation at
its main office at all times. Contractor shall install telephone equipment, and have available
service representatives sufficient to handle the volume of calls typically experienced on the
busiest days. Telephone service shall be provided from 7 a.m. to 5 p.m. Contractor shall also
maintain an after hours telephone number for use during other than normal business hours.
Contractor shall have voice mail available at said after-hours toll-free telephone number during
all hours other than normal office hours. The City Manager and Police and Fire Departments
shall be provided with an emergency phone number.
6.6 Service Complaints.
The Contractor agrees to maintain a written log or computer database of all oral and
written service complaints registered with the Contractor from customers within the City.
Contractor shall be responsible for the prompt and courteous attention to, and prompt and
reasonable resolution of, all customer complaints. Contractor shall record in a separate log all
written and oral complaints, noting the name and address of complainant, date and time of
complaint, nature of complaint, and nature and date of resolution. This complaint log shall be
retained by the Contractor for at least 1 year after the last entry and City Manager may review
the log at any reasonable time.
Contractor shall respond to all complaints from customers within twenty-four (24) hours,
weekends and holidays excluded. In particular, if a complaint involves a failure to collect solid
waste, Recyclables, Yard Waste, and other compostables from a premises, required by this
Agreement, contractor shall collect the solid waste, Recyclables, Yard Waste, and other
compostables in question within such twenty-four (24) hour period, provided it has been
delivered for collection in accordance with the City's Municipal Code or this Agreement.
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6.7 Title to Solid Waste, Recyclables and Yard Waste.
It is expressly understood that all solid waste, Recyclables and Yard Waste becomes the
property ofthe Contractor when placed for collection. All solid waste, Recyclables and Yard
Waste shall become the property of the owner/operator of the Disposal Site once such solid
waste, Recyclables and Yard Waste are deposited at the ultimate Disposal Site.
6.8 Nondiscrimination.
Contractor shall not discriminate in the provision of service or the employment of
persons engaged in performance ofthis Agreement on account of race, religious creed, color,
national origin, ancestry, physical handicap, medical condition, marital status, or sex of such
persons or as otherwise prohibited by law.
6.9 Change in Collection Schedule.
Contractor shall notify City Manager seven (7) days prior to and residential customers
not later than the day prior to, any change in residential collection operations which results in a
change in the day on which solid waste, Recyclables, Yard Waste or compostables collection
occurs, other than in connection with holidays when service will be provided on the service day
after the holiday. Contractor will not permit any customer to go more than seven (7) days
without service in connection with a collection schedule change.
6.10 Report Accumulation of Solid Waste: Unauthorized Dumping.
Contractor shall direct its drivers to note (1) the addresses of any premises at which they
observe that solid waste is accumulating and is not being delivered for collection; and (2) the
address, or other location description at which solid waste has been dumped in an apparently
unauthorized manner. Contractor shall deliver the address or description to City Manager within
five (5) working days of such observation in order to protect health, safety and welfare.
ARTICLE VII
AB 939 OPERATIONAL AND REPORTING REQUIREMENTS
7.1 MRF Processing/Automated Residential Collection Program.
Contractor shall implement and maintain the MRF/Transfer Station recycling program set
out on Exhibit "B".
7.2 MRF/Transfer Station.
Contractor shall operate and maintain its MRF/Transfer Station located at 14048 Valley
Boulevard, Industry, California as set out on Exhibit "B".
14
7.3 Diversion Guarantee.
Contractor shall hold the City harmless from any fines levied by the California Integrated
Waste Management Board (CIWMB) for the City's failure to meet the landfill diversion
requirements of AB 939. In the event the CIWMB provides an administrative process to
challenge the imposition of a compliance order or a fine or fines, Contractor and City shall
mutually agree on consultants and/or lawyers to represent the City. Such consultants and/or
lawyers wil1 be retained at Contractor's expense. Contractor shall maintain a bond in the amount
of one million dollars ($1 ,000,000) guaranteeing Contractor's faithful performance of the terms
ofthis Section 7.3, and Contractor shall maintain such bond in effect throughout the duration of
this Agreement.
7.4 Annual AB 939 Reporting Requirements.
Contractor shall:
Record and transmit to City on a quarterly basis (within 45 days after the end of each
quarter) the quantities of City solid waste collected and processed at the MRF and the residue of
or unprocessable materials therefrom.
Contractor also shall report waste composition, tonnage by material type, percent
diverted, and market value on a quarterly basis, as determined by City, for City's waste stream
taken to the MRF/Transfer Station.
Residential Solid Waste-Solid waste originating from curb-serviced single and
multiple-unit dwellings.
Corrunercial Solid Waste-Solid waste originating from stores, business offices,
commercial warehouses, hospitals, educational, health care, nonprofit research organizations,
and government offices, etc.
Industrial Solid Waste-All solid waste placed in debris boxes.
Contractor shall provide to the City Manager quarterly Waste Disposal and Diversion
Reports based upon these daily records. Tbis report shall include total tonnages disposed by
waste source and disposal facility, and total tonnages diverted by waste source; material type,
and program and the specific solid waste processing facility or market to which the materials
were delivered. Contractor shall try to include reports on private recycling efforts so that these
will be counted toward City's diversion goals.
City shall retain any necessary consultants, subject to the reasonable approval of
Contractor, to prepare the annual reports to the California Integrated Waste Management Board
and to the County ofLos Angeles throughout the Term of this Franchise Agreement. City's
consultant shall circulate the draft annual reports for Contractor's review and comment prior to
filing with the respective agencies.
15
7.5 Public Outreach Program.
The Contractor will develop and implement a public education program, as set forth in
Exhibit "C" hereto, on reuse recycling, composting and secondary materials usage and
availability as required by the Public Education Component ofthe City's SRRE and AB 939.
7.6 Change in Laws.
Contractor shall develop and, upon the City Council's approval, implement within a
timely manner, programs to meet new requirements, other than the 50% diversion mandate of
AB 939, or similar state and federal laws. Contractor and City shall agree upon an appropriate
rate increase.
ARTICLE VIII
SERVICE RATES AND REVIEW
8.1 Contractor's Rates: General.
Contractor shall perform the responsibilities and duties described in this Agreement in
consideration of the exclusive right to charge and collect from customers for solid waste,
Recyclables, Yard Waste, and other compostables collection services rendered, at rates fixed by
the City Council as agreed to by Contractor from time to time.
Current rates are hereby established by the City Council as set forth in Exhibit "D."
Contractor shall provide the services required by this Agreement, charging no more than the
rates authorized by Exhibit "D," provided, however, that the rates may be increased as provided
herein.
In addition to the revenues authorized by the rates on Exhibit "D," Contractor may charge
and receive fees for performing special services as agreed upon in separate contracts between
Contractor and each customer requesting such special services.
8.2 Rate Review.
The Contractor may submit an application for rate review not more often than annually.
The complete application shall be submitted within ten (1 0) days after (i) the Contractor receives
the annual notice of adjustment in landfill tipping fees from any Disposal Site presently being
used pursuant to this Agreement and (ii) the publication of the increase or decrease in the
Consumer Price Index for the previous 12-month period (May through April) for all urban
consumers in the Los Angeles-Anaheim-Riverside area, non-housing, but in no event later than
June 1 for the period starting July 1. The City Council will take action on the request as soon as
possible and will complete the approval process by July 1. The application shall show how the
rate increase requested meets the formula set out in Section 8.4.
16
8.3 Special Interim Rate Review.
The Contractor may apply to the City Council for consideration of a special, interim rate
review should an event or circumstance arise which results in a significant increase in the cost of
operations by the Contractor. A special application will be considered by the City Council and
cannot be unreasonably denied if the Contractor can demonstrate that:
1. An event or circumstance occurs which was not reasonably foreseen, and is
extraordinary and not a usual business risk of the Contractor, or
2. An event or circumstance occurs which is beyond the control of the Contractor, or
3. It is necessary for the Contractor to make a substantial change in its operation, or
substantial capital investment in order to perform its obligations under this Agreement or meet
the requirements of applicable law or regulation, or
4. Changes to operations are mandated as provided under Section 7.6 of this
Agreement.
If the City Council or City Manager subsequently believe there has been a decrease in
any cost category which was previously presented to the City Council by the Contractor to
justify a special interim rate increase, the City Council or City Manager may initiate a special,
interim rate review to decrease the rate based on the decrease in such cost category. Any
decrease in a cost category shall only be considered to the extent of the prior increase in that cost
category.
If a special interim rate review is initiated by the Contractor, the complete application
must be submitted at least sixty (60) days prior to the date it may become effective unless the
Contractor can demonstrate to the satisfaction of the City that circumstances beyond the control
of Contractor warrant waiver by the City of this requirement. If a special interim rate review is
initiated by the City Council or City Manager, the Contractor shall submit requested data within
sixty (60) days of the date that notice is provided to the Contractor. In any special, interim rate
review the rate formula under Section 8.4 still shall apply.
8.4 Rate Formula.
Any rate adjustment pursuant to this Agreement will be calculated as set out on Exhibit
"E" attached and incorporated as if fully set forth herein.
ARTICLE IX
INDEMNITY, INSURANCE AND BONDING
9.1 Indemnification of City.
Contractor agrees to defend, indemnify, and hold harmless, City and its agents, officers,
servants, and employees from and against any and all claims, demands, damages, liabilities, costs
or expenses for any damages or injuries to any person or property which are caused by negligent
17
or willful acts or omissions of Contractor, and its agents, officers or employees, in performing
the work or services herein, and all costs and expenses of investigating and defending against
same; provided, however, that Contractor's duty to indemnify and hold harmless shall not
include (a) any claims or liability arising from the negligence or willful misconduct of the City,
its agents, officers or employees, (b) any claims, demands, damages, liabilities, costs or expenses
arising from, related to or in connection with any environmental damage or any applicable
federal, state and local laws and regulations relating to pollution or protection of human health or
the environment ("Environmental Claims"), as such claims are addressed below and (c) any
claims, demands, damages, liabilities, costs or expenses arising from, related to or in connection
with the City's compliance or failure to comply with the provisions of AB 939, including the
landfill diversion requirements (such claims are addressed in Section 7.3 hereof and this Section
9.1 shall not be relevant for purposes of such claims). In addition, Contractor will name City as
an additional insured on Contractor's pollution liability insurance policy for the period that such
policy is in effect. This pollution liability insurance policy shall provide the sole remedy of the
City for any and a11 Environmental Claims in connection with the work or services provided for
in this Agreement.
9.2 Insurance.
(a) Minimum Limits oflnsurance.
Contractor shall maintain limits no less than:
1. Comprehensive General Liability: $5,000,000 combined single limit per
occurrence and annual aggregate for bodily injury and property damage.
2. Automobile Liability: $2,000,000 combined single limit per accident and arumal
aggregate for bodily injury and property damage.
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$1 ,000,000 per accident.
(b) Deductibles and Self-insured Retentions. Any significant changes to
deductibles or self-insured retentions must be declared to and approved by the City Manager. At
the option of the City Manager, either: the insurer shall reduce or eliminate such changes to
deductibles or self-insured retentions as respects the City, its officials, employees, agents or
volunteers; or the Contractor shall procure an additional letter of credit or bond guaranteeing
payment of losses and related investigations, claim administration and defense expenses.
(c) Other Insurance Provisions. The policies are to contain, or be endorsed to
contain, the following provisions:
1. General Liability and Automobile Liability Coverage
a. The City, its officials, employees, agents and volunteers are to be covered
as insured as respects: liability arising out of activities performed by or on behalf of the
Contractor; services, products and operations of the Contractor; premises owned, leased or used
18
by the Contractor; or vehicles owned, leased , hired, or borrowed by the Contractor. The
coverage shall contain no special limitations on the scope of protection afforded to the City, its
officials , employees or volunteers .
b. The Contractor 's insurance coverage required by Section 9 .2(c)1.a shall be
primary insurance as respects the City, its officials, employees, agents and volunteers . Any
insurance or self-insurance maintained by the City, its officials, employees or volunteers shall be
excess of the Contractor's insurance and shall not contribute with it. The City, its officers,
agents, employees and volunteers shal1 be named as additional insureds.
c. Any failure to comply with reporting provisions of the pohcies shall not
affect coverage provided to the City, its officials, employees, agents, or volunteers.
d. Coverage shall state that the Contractor's insurance shall apply separately
to each insured against whom claim is made or suit is brought, except with respect to the limits
of the insurer's liability and in no case shall the insurer's total liability be increased.
2 . All Coverage. Each insurance policy required by this clause shall not be canceled
or not renewed by either party, significantly reduced in coverage or in limits except after thirty
(30) days' prior written notice by certified mail, return receipt requested, has been given to the
City Manager.
(d) 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.
(e) Subcontractors. Contractor shall include all subcontractors as insured under its
policies or shall furnish separate endorsements for each subcontractor. All coverage for
subcontractors shall be subject to all of the requirements stated herein.
(f) Required Endorsements
1. Certificates of!nsurance for the Workers' Compensation policy shall contain an
endorsement in substantially the following form :
a. Thirty (30) days prior written notice shall be given to the City of Temple
City in the event of cancellation, reduction in coverage, or nomenewal of this policy. Such
notice shall be sent to:
City Manager
City ofTemple City
9701 Las Tunas Drive
Temple City, CA 91780
2. Certificates of Insurance for the Public Liability policy shall contain
endorsements or policy terms in substantial1y the following form:
19
a. Thirty (30) days prior written notice shall be given to the City of Temple
City in the event of cancellation, reduction in coverage, or nonrenewal ofthis policy. Such
notice shall be sent to:
City Manager
City of Temple City
9701 Las Tunas Drive
Temple City, CA 91780
b. "The City of Temple City, its officers, employees, agents, and volunteers
are additional insureds on this policy."
c. "This policy shall be considered primary insurance as respects any other
valid and collectible insurance maintained by the City of Temple City, including any self-insured
retention or program of self-insurance, and any other such insurance shall be considered excess
insurance only."
d. "The City, its officers, agents, employees and volunteers shall be named as
additional named insureds and such inclusion shall not affect the City's rights as respects any
claim, demand, suit or judgment brought or recovered against the Contractor. The policy shall
protect Contractor and the City in the same manner as though a separate policy had been issued
to each, but this shall not operate to increase the Contractor's liability as set forth in the policy
beyond the amount shown or to which the Contractor would have been liable if only one Party
had been named as an insured.
(g) Delivery of Proof of Coverage. Simultaneously with the execution of this
Agreement, Contractor shall furnish the City Manager certificates of insurance for each policy of
insurance required hereunder, in form and substance satisfactory to City. Such certificates of
insurance shall show the type and amount of coverage, and effective dates and dates of
expiration of policies. If the City Manager so requests, copies of each policy, together with all
endorsements, shall also be promptly delivered to City.
Renewal certificates will be furnished periodically to City Manager to demonstrate
maintenance of the required coverage throughout the term of this Agreement or any extension
thereof
9.3 Performance Bond. In addition to the bond described in Section 7.3, which guarantees
Contractor's compliance with that Section, Contractor shall maintain a bond in the amount of
Fifty-One Thousand Dollars ($51 ,000) guaranteeing Contractor's faithful performance of the
other terms of this Agreement by it to be performed, and Contractor shall maintain such bond in
effect throughout the duration of this Agreement. If there is an event of default (as defined in
Section 10.1 below), City may give to the Contractor at least fifteen (15) days written notice of
such event of default by the Contractor. Such notice shall specify precisely the events
constituting the default. Upon the failure or refusal of the Contractor to cure the default with
respect to such items thus specified within the time specified in such written notice, City may
terminate this Agreement pursuant to Section 10.2 below and declare the amount of such bond
forfeited to City.
20
ARTICLE X
DEFAULT AND REMEDIES
10.1 Events ofDefault.
Each of the following shall constitute an event of default ("event of default") hereunder:
(a) Subject to Section 1 0.4, Contractor repeatedly fails to perform its obligations
under this Agreement, as it may be amended from time to time, and: (1) if the failure or refusal
of Contractor to perform as required by S~ctions 5.2, 5.3 or 5.4 of this Agreement is not cured
within five (5) business days after receiving notice from the City specifying the breach; or (2) in
the case of any other breach of the Agreement, the breach continues for more than thirty (30)
calendar days after written notice from the City Manager for the correction thereof, provided that
where such breach cannot be cured within such thirty (30) day period, contractor shall not be in
defaul1 of this Agreement if Contractor shall have commenced such action required to cure the
particular breach within ten (1 0) calendar days after such notice, and it continues such
performance diligently until completed.
(b) There is a seizure or attachment (other than a prejudgment attachment) of, or levy
affecting possession on, the operating equipment of Contractor, including without limit its
vehicles, maintenance or office facilities, or any part thereof of such proportion as to make it
impossible for Contractor to perform under this Agreement and which cannot be released,
bonded, or otherwise lifted within seventy-two (72) hours excluding, weekends and holidays.
(c) Contractor files a voluntary petition for debt relief under any applicable
bankruptcy, insolvency, debtor relief, or other similar law now or hereafter in effect for a
material part of the Contractor's operating assets or any material part of Contractor's property, or
makes any general assignment for the benefit of Contractor's creditors, and, as a result of any of
the foregoing, it becomes impossible for Contractor to perform under this Agreement.
(d) Any court having jurisdiction shall enter a decree or order for relief in respect of
the Contractor, in any involuntary case brought under any bankruptcy, insolvency, debtor relief,
or similar law now or hereafter in effect, and, as a result of such decree or order, it becomes
impossible for Contractor to perform under this Agreement.
10.2 Right to Terminate Upon Default.
Upon a default by Contractor, after any required notice, the City Council shall have the
right to terminate this Agreement without need for any hearing, suit or legal action.
10.3 City's Remedies Cumulative: Specific Performance.
The City's right to terminate the Agreement under sec6on 10.2 and the City's termination
of the Agreement shall not constitute an election of remedies. Instead, they shall be in addition
to any and all other legal and equitable rights and remedies which the City may have.
21
By virtue of the nature of this Agreement, the urgency oftimely, continuous and high
quality service, the lead time required to effect alternative service, and the rights granted by City
to the Contractor, the remedy of damages for a breach hereof by Contractor may be inadequate
and City shall be entitled to injunctive relief.
10.4 Excuse from Performance.
The Parties shall be excused from performing their respec6ve obligations hereunder in
the event they are prevented from so performing by reason of floods, earthquakes, other "acts of
God," war, civil insurrection, riots, employee strikes, walkouts or work stoppages, acts of any
government (including judicial action), and other events which are beyond the control of and not
the fault of the Party claiming excuse from performance hereunder.
The Party claiming excuse from performance shall, within two (2) days after such Party
has notice of such cause, give the other Party notice ofthe facts constituting such cause and
asserting its claim to excuse under this Section. Notwithstanding, Contractor in the event of a
catastrophic event shall comply with city's emergency preparedness plan.
In the event that either Party validly exercises its rights under this Section, the Parties
hereby waive any claim against each other for any damages sustained thereby. Notwithstanding
the foregoing, if Contractor is excused from performing its obligations hereunder for any of the
causes listed in this Section for a period of thirty (30) days or more, the City shall nevertheless
have the right, in its sole discretion, to terminate this Agreement by giving ten (1 0) days notice.
ARTICLE XI
OTHER AGREEMENTS OF THE PARTIES
11.1 Relationship ofParties.
The Parties intend that Contractor shall perform the services required by this Agreement
as an independent contractor engaged by City and not as an officer or employee of the City nor
as a partner of or joint venturer with the City. No employee or agent of Contractor shall be or
shall be deemed to be an employee or agent of the City. Except as expressly provided herein,
Contractor shall have the exclusive control over the marmer and means of conducting the solid
waste, Recyclables, Yard Waste, and other compostables collection senrices perfonned under
this Agreement, and all persons performing such services. Contractor shall be solely responsible
for the acts and omissions of its officers, employees, subcontractors and agents. Neither
Contractor nor its officers, employees, subcontractors and agents shall obtain any rights to
retirement benefits, workers' compensation benefits, or any other benefits which accrue to City
employees by virtue of their employment with the City.
11.2 Compliance with Law.
In providing the services required under this Agreement, Contractor shall at all times, at
its sole cost, comply with all applicable laws of the United States, the State of California and the
City and with all applicable regulations promulgated by federal, state, regional or local
22
administrative and regulatory agencies (other than agencies of the City), now in force and as they
may be enacted, issued or amended during the term of this Agreement and any extension thereof.
11.3 Governing Law.
This Agreement shall be governed by, and construed and enforced in accordance with,
the laws of the State of California without regard to the rules on conflict of laws.
11.4 Jurisdiction.
Any arbitration or lawsuits between the Parties arising out of this Agreement shall be
brought and concluded in the State of California and the courts of such State shall have exclusive
jurisdiction over the enforcement of any judgments resulting therefrom. With respect to venue,
the Parties agree that this Agreement is made in and will be performed in Los Angeles County.
11.5 Assignment.
Neither Party shall assign its rights nor delegate or otherwise transfer its obligations
under this Agreement to any other person other than a family member without the prior written
consent of the other Party. Any such assignment without the consent of the other Party shall be
void and the attempted assignment shall constitute a material breach of this Agreement.
For purposes of this Section, "assignment" 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 50% or more of the
outstanding common stock of Contractor; unless 'the change results merely in one of several
prior owners increasing his or her ownership; (iii) any reorganization, consolidation, merger
recapitalization, stock issuance or re-issuance, voting trust, pooling agreement, escrow
arrangement, liquidation or other transaction to which Contractor or any of its shareholders is a
party which results in a change of ownership or control of 50% or more of the value or voting
rights in the stock of Contractor unless the change results merely in one of several prior owners
increasing his or her ownership; and (iv) 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. For purposes of this Section, the term "proposed assignee" shall refer to the
proposed transferees or other successors in interest pursuant to the assignment.
Contractor acknowledges that this Agreement involves rendering a vital service to City's
residents and businesses, and that the City Council has selected Contractor to perform the
services specified herein based on (1) Contractor's experience, skill and reputation for
conducting its solid waste and recycling management operations in a safe, effective and
responsible fashion, at all times in keeping with applicable waste management laws, regulations
and good 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. The
City Council has relied on each of these factors, among others, in choosing Contractor to
perform the services to be rendered by Contractor under this Agreement.
23
11.6 Subcontracting.
Contractor shall not engage any subcontractors for collection of solid waste, Recyclables,
Yard Waste, or other compostables without the prior written consent of the City Manager. All of
the requirements of Section 9 shall apply to subcontractors.
11.7 Binding on Successors.
The provisions of tllls Agreement shall inure to the benefit of and be binding on the
successors and permitted assigns of the Parties.
11.8 Parties in Interest.
Nothing in this Agreement, whether express or implied, is intended to confer any rights
on any persons other than the Parties to it and their representatives, successors and permitted
assigns.
11.9 Waiver.
The waiver by either Party of any breach or violation of any provisions of this Agreement
shall not be deemed to be a waiver of any breach or violation of any other provision nor of any
subsequent breach or violation of the same or any other provision. The subsequent acceptance
by either Party of any monies which become due hereunder shall not be deemed to be a waiver of
any preexisting or concurrent breach or violation by the other Party of any provision of this
Agreement, except the payment of monies so accepted and only to the extent of monies so
owing.
11.10 Notice.
All notices, demands, requests, proposals, approvals, consents and other communications
which this Agreement requires, authorizes or contemplates shall all, except as otherwise
specifically provided, be in writing and shall be effective when personally delivered to a
representative of the Parties at the address below or deposited in the United States mail, first
Class postage prepaid, addressed or by fax with a written confirmation thereof as follows:
Ifto City:
If to Contractor:
City Manager
City of Temple City
9701 Las Tunas Drive
Temple City, CA 91780
Fax: (626) 285-8192
Athens Services
P.O. Box 60009
14048 Valley Boulevard
City oflndustry, CA 91715-0009
Fax: (626) 330-0456
24
A notice given in accordance with this Section may change the address to which
communications may be delivered from time to time.
11.11 Arbitration.
(a) Claims or controversies subject to arbitration. Any claim or controversy
between or among the Parties which arises out of or relates to (i) this Agreement, and any
extensions, renewals, amendments, substitutions or replacements thereof, (ii) any negotiations,
correspondence or communications relating to any of the foregoing, whether or not incorporated
into such documents, (iii) the administration or management of the Agreement or any related
documents, (iv) any alleged agreements, promises, representations, actions, omissions or
transactions in connection therewith, or (v) the performance or non-performance by any Party of
any of their obligations or duties arising out of or related to this Agreement or any related
documents, including but not limited to any claim or controversy which arises out of or is based
upon an alleged tort, shall, at the written request of any Party, be conducted in accordance with
Part 3, Title 9 of the California Code of Civil Procedure, Sections 1280 et. seq. (the "California
Arbitration Act").
(b) Selection of Arbitrator. Within thirty (30) days after written demand, a single
neutral arbitrator will be selected pursuant to the Commercial Rules of the American Arbitration
Association ("AAA"). However, the arbitrator selected must be a retired state or federal court
judge with at least five years of judicial experience in civil matters. In the event that the
selection pursuant to the Commercial Rules of the AAA does not result in the appointment of a
single neutral arbitrator within thirty (30) days, and if the Parties cannot otherwise agree upon an
arbitrator, any such Party may petition the court to appoint a single neutral arbitrator who is a
retired state or federal court judge with at least five years of judicial experience in c ivil matters.
(c) Fees and Expenses of Arbitrator. In addition to any damages and costs which
the prevailing party in any action otherwise would be entitled, the non-prevailing party shall pay
all of the fees and expenses of the Arbitrator. For purposes of this Section, "prevailing party"
means the party who agrees to dismiss or conclude an action on the other party's payment of the
sum allegedly due or performance of the covenants or agreements allegedly breached, or who
obtains substantially the relief sought by it. If there are multiple claims, the prevailing party
shall be determined with respect to each claim separately. The prevailing party shall be the party
who has obtained the greater relief in connection with any particular claim, although, with
respect to any claim, it may be determined that there is no prevailing party, in which case the
fees and expenses ofthe arbitrator shall be shared equally .
ARTICLE XII
MISCELLANEOUS AGREEMENTS
12.1 Entire Agreement.
This Agreement, including the Exhibits, represents the full and entire Agreement between
the Parties with respect to the matters covered herein.
25
12.2 Section Headings.
The article headings and 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.
12.3 References to Laws.
All references in this Agreement to state or federal laws shall be understood to include
such laws as they may be subsequently amended or recodified, unless otherwise specifically
provided.
12.4 Intemretation.
This Agreement shall be interpreted and construed reasonably and neither for nor against
either Party, regardless of the degree to which either Party participated in its drafting.
12 .5 Amendment.
This Agreement may not be modified or amended in any respect except by a writing
signed by the Parties .
12.6 Severability.
If any provision of this Agreement is for any reason deemed to be invalid and
unenforceable, the invalidity or unenforceability of such provision shall not affect any of the
remaining provisions of this Agreement which shall be enforced as if such Invalid or
unenforceable provision had not been contained herein.
12.7 Counterparts.
This Agreement may be executed in counterparts each of which shall be considered an
original.
12.8 Exhibits .
Each of the following Exhibits is attached hereto and incorporated herein and made a part
hereof by this reference .
Exhibit
Exhibit
Exhibit
Exhibit
Exhibit
Exhibit
A
B
c
D
E
F
-Temple City Services
-MRF/Solid Waste Transfer Facibty
-Public Education Program
-Current Rates
-Rate Adjustment Formula
-Weekly Street Sweeping
26
EXHIBIT A
TEMPLE CITY SERVICES
Account Name Address Equipment Ouantitv Times/Week
Temple City Little League I OJ 20 Bogue Street 3 Yard 6
Live Oak Park 10120 Bogue Street 3 Yard 2 3
Temple City Community 10144 Bogue Street 3 Yard 1 2
Center
City of Temple City 9167 La Rosa Drive 30 Yard On Call
30 Yard On Call
3 Yard 2 1
City of Temple City 9050 Las Tunas Drive 2 Yard
Temple City Hall/Park 970 l Las Tunas Drive 3 Yard 2 2
Temple City Little League Oak Avenue 3 Yard 3
City of Temple City Yard 9229 Pentland Street 3 Yard 2
EXHIBITB
MATERIALS RECOVERY FACILITY/SOLID WASTE TRANSFER
FACILITY
Contractor shall process all materials suitable for recycling and shall transport the residue
to a Disposal Site. Contractor has the right to recycle and reuse any materials collected under the
Franchise and to retain any payments for such materials, less the payment made to City pursuant
to section 5.9 of this Agreement.
Contractor, at its sole expense, shall at all time maintain the MRF in good condition and
operating order and make any and all necessary repairs. Contractor shall comply with all
applicable laws and regulations in the operation of the MRF.
EXHIBIT C
PUBLIC EDUCATION PROGRAM
Contractor and City shall work together to meet the objectives of the Education and
Public Jnformation Component of the SRRE by providing staff and programs:
1. As part of the School Curricula Program, Contractor shall design and make
presentations for all school districts (and school clubs on request) within Temple City, to educate
children and staff on reduction, reuse and recycling. Contractor shall also schedule MRF facility
tours upon request.
2. As part of the Nonresidential Program, Contractor shall prepare and distribute
bulletins, mailers and articles, directly or through business organizations such as the Chamber of
Commerce. Contractor shall develop and present programs to local groups on the importance of
source reduction:
3. Contractor and City shall cooperate to provide information on the City website
providing information regarding recycling, reuse, and recycled market information.
4. Contractor and City shall cooperate to evaluate the effectiveness of the public
education program. Contractor shall modify its programs as necessary to provide information on
the City's and Contractor's efforts to comply with AB 939.
SF.RVICE
Rc<iclcntio1 :
Sing le l'omily
tlniL<·
l<l llnil
IS,ch Add' I Unit
I YD
I .~ YD
~ Yfl
3 YIJ
Rnll nrr
~YO
rr
!ifiCC[,\\VCCIIing
IX
2X
JX
4X
5X
6X
!X
2X
3X
dX
~X
r,x
IX
lX
.\X
4X
5X
6X
IX
2X
3X
4X
.~X
6X
IX
2X
~X
r.x
TOTAL
OPERATIONS
COMPONENT
17 97
17 .97
81.82
1~1.01
180.27
229.46
278 68
344 21
91.73
1.39.51
187 25
2J4 79
282.77
J46 . 79
10~ B
156.12
208.92
26 t. 70
ll•UI
38!1 .22
Ill. 79
161.66
21UO
261.36
Jll.IS
)78.98
417.61
127 .97
160.32
292 .71
4 4 1 33
31.01
41.6)
~~.63
63~8 8)
GREENWASTE
DrSPOSAL
COMPONENT
0 .17
011
0.00
0.00
0.00
0.00
0.00
0 .00
0.00
0 .00
0.00
0.00
0.00
()00
0 00
O.OCl
0 .00
0.00
0.00
0.00
0.00
0.00
0 .00
0 .00
0.00
0.00
0.00
0 00
0.00
0.00
0 .00
0.00
0 .00
0 .00
0.00
CITY OF TEMPLE CITY
RATE ADRJSTMENT-FOR MRF PROCESSING
EFFECTIVE JULY 2002
RUBBISH
DfSPOSAL
COMPONENT
2.14
2.14
2.94
5 89
8 33
t 1.78
14 .72
l7.ti6
4 42
883
13.25
17.66
22 .08
2r. 49
5.S?
I I 78
17.116
2J .55
29.44
35 .33
S.RJ
17.66
26 .49
35.33
44 .16
52 99
67 .99
11.78
23 .55
47.10
70.115
2.94
~-~9
~M
702 8)
TOTAL
DISPOSAL
COMPONENT
2 31
2.)1
2.?4
5.89
8.83
11.78
14.7l
17.66
442
8.33
13 .25
17.611
22.08
21i.49
~.89
II. 78
17.6/i
23 .55
29.44
35 H
U3
17 .66
26,49
JS. JJ
44.16
52 99
61 99
ll 78
2J.SS
47 .10
70 6 .~
2 ?4
s ~9
~ ~-'
702.83
NEW
NET
RATE
20.28
20.28
10 14
84.76
IJCi.90
189.10
241 24
293.40
31St .R7
96.15
1~!1.34
200.50
252 45
304.R.~
)73.23
109.22
167.90
226 .58
~85. 25
34~.9~
4205~
120.62
179.32
237 .99
296.69
355 .34
431.97
485.60
139 .75
183.87
339 .~1
Sll 93
H-9~
4? .. U
(,4.4(>
70<1 I 66
.~"
FRANCIIISE
FEE
0 .00
0.00
0 .00
4.46
7 21
9.95
12.70
15A4
19 .05
5.06
7 .81
10.55
13.19
16.04
19 .115
~-75
8 .84
11 .?3
1~.01
18 10
22 13
6.35
'},44
12..U
15.62
1~. 70
ll.74
2S.S6
7.J6
9 68
17 .R8
l6.9S
1.79
2.111
n9
o on
2!' SOLID
WASTE
MGMT
FEE
0 .20
0 .20
0 20
1.78
2 sa
3 .98
S.OB
6.18
1 62
2.01
3.12
4 .22
5 3 I
6 4l
7 .8ti
2. 30
nJ
417
(, 01
7.24
s 85
2.54
3 78
5.01
6.25
7.4S
9.09
10 22
2 ?4
).87
7 15
10 78
0.71
1.04
I Jli
0 .00
EXHIBIT D
GROSS
RATE
20 4ll
20.48
10 34
91 00
146.99
203.03
259 02
~15.02
J88.54
103.23
159.27
215 .27
171 0~
327 )1
400 79
117 27
ISO 27
2HZ&
)06 21
J (,l) 29
4 5!.5:t
IZ?.51
192.54
255 SJ
318 .56
m s2
463 ~0
S21 Jg
IS!l 0~
197 42
364 .114
549 71
JCi 4S
5.' 17
69.21
70<1!.1il\
ADDITIONAL
CHARGE
PER BIN
15 27
122-S(
169 74
217.00
262.54
325.51
85 lll
IJ2.99
ISO 27
l27 J.-\
272 98
3)4 ~6
9~.00
150.51
zo:; 04
25~ ~J
JOS 00
J7R M
108.5}
llii .OO
lD 411
!65 97
11 a <J
3~8 ~~
EXHIBITE
RATE ADJUSTMENT FORMULA
Any rate increase or decrease pursuant to this Agreement shall be calculated according to
the following provisions:
A . Definitions.
Base Rate: The base rate consists of the following components: ( 1) operations component
and (2) disposal component.
CPI: The CPJ is the increase or decrease in the Consumer Price Index for the previous
12-month period (May through April) for All Urban Consumers in the Los Angeles-Anaheim-
Riverside area, non -housing, or an equivalent index approved by the City and Contractor in the
event that the CPI as described here no longer is published.
Disposal Component: The Disposal Component consists of fees for disposal of residue
from MRF processing and Yard Waste .
MRF: MRF is the Contractor's Materials Recovery and Transfer Facility in the City of
Industry.
Operations Component: The Operations Component consists of costs of collection and
transportation of all waste, MRF/Transfer Station Processing costs and costs relating to Yard
Waste, but does not include any costs covered under the Disposal Component.
B. Operations Component. Increase or decrease in the base rate for the Operations
Component shall be detennined as follows :
Annually, effective July 1 of any year, commencing with July 1, 2003, Contractor may
increase the Operations Component of its charges to customers by the amount of the increase in
the CPI, as defined above. This increase proposal shall be submitted to the City Manager,
together with all documentation supporting said change, by June 1st of any year commencing
June 1, 2003. When the City Manager receives such proposal, he or she may place it on the next
City Council agenda as an information item. When approved, the rates shall be effective July 1st
of the year for which the change is proposed. In the event of a decrease, the decrease shall be
automatically passed through to the customers effective July 1st.
C. Disposal Component. Increases or decreases in the Disposal Component shall be
detennined as follows:
The Disposal Component is not subject to any CPI increase or decrease. Increases and
decreases will be passed through to the customer as set forth herein. The monthly rate may be
adjusted upward or downward due to the fluctuations in disposal gate rates/tipping fees and any
duly authorized fees, assessments or taxes collected with or upon such disposal fees.
Upon receipt of notice of such an increase or decrease, Contractor shall notify the City
Manager orally as soon as possible and within seven (7) days of the notification. Along with the
notification , Contractor shall provide City a revised schedule of rates showing the effect of an y
such increase or decrease on the monthly rate per class of service.
When the City Manager receives such notice, he or she shall place it on the next City
Council agenda as an information item . The City Council shall review the proposed increase and
the reasons for it and may ask the Contractor to respond to related questions. However, the City
Council may not deny such a pass-through unless it questions the authority of the landfill
operator or another political body to impose such an increase, fee, assessment or tax or finds that
any increase results from Contractor's unreasonable choice of disposal facili ty.
Once reviewed by the City Council, any increase shall be effective as of it s effect ive date
to Contractor. Contractor shall notify its customers of such an increase by utilizing notice in
billings, the news media and other appropriate means, as determined by Contractor in
consultation with City Manager.
Contractor shall implement any decrease effective the next bming date without City
Council review or action .
D . New Base Rate:
Upon any increase or decrease to any component of the base rate, the resulting new base
rate will remain the base rate unless and until properly adjusted pursuant to the Agreement. The
new base rate will be the sum of the operating component and the disposal component.
30~9603.5_5.00('
33