The URL can be used to link to this page

Home My WebLink AboutALW Enterprises Inc. - Non-Exclusive Franchsise for Roll-Off Collection ServicesALW Enterprises, Inc. Roll -OH Franchise NON-EXCLUSIVE FRANCHISE AGREEMENT BETWEEN THE CITY OF FRESNO AND 4A_Y..J FOR ROLL -OFF COLLECTION SERVICES *At(, 30 2011 This page Intentionally blank Table of Contents RECITALS......... ..................... _.... ..................................................................... ..._........:........1 ARTICLE I DEFINITIONS..........................................................................2 ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE CONTRACTOR.................................8 !I If PPESENTATIONS AND WARRANTIES ........ ._. ..._..._ _.. __R ARTICLE 3 TERM OF AGREEMENT............................................................................................9 31 EFFECTIVE DATE ........ ...... _._9 12 CONDITIONS TO EFFECTIVENESS OF ARGREUYENT.. . I ._. ,10 i.3 INMALTFAM __. ......._. ... _..._ ____.. 1D 30 On TION TO ExreNO ......_ ...... ......... ..........._... 10 ARTICLE 4 SCOPE OF AGREEMENT......................................................................................... 11 X11 _. _. SCOPE OF AGREEMENT ... .. .. ......... ... 11 ONS OMITATIGHT TO SCOPE ...G ____. ___. _. 32 4 3 CITY S RIGHT TO GRAMM UL➢PLENON ....FRA _.13 44 AO CITY RIGHT TOEXCLUDENEWLY NEXED TERRITORY FROM C TERRITORY FROM OF FRANCHISE.. _.. 13 a5 AGREEMENT WITH WITH APPLICABLE LAW......... .__.. ........... 13 a E OWNEMENTCONATERIA OWNERSHIP OF MATERIALS 11 ........_...__ _., 13 17 NOTIFICATION TO CIN OF NON -FRANCHISED HAULERS .. 14 ARTICLE S COLLECTION, PROCESSING, AND DISPOSAL SERVICES ............................................ 10 5 1 COLLECTION ..... ........... .. __. ___._.., 14 C2 PROCESSING AND MARKETING SERVICES ... .. _._.. _.. _. la 5 3 DIVERSION REQUIREMENT._...... .... _.. _. __. _. _. IG 5 i DISPOSAL._ ......... ..._.. __.. _. 16 5 5 PILLING _ ____. ....._ ................. _. 17 56 CUSTOMER SERVICE 1_. __. ____.__.V ARTICLE 6 STANDARDS AND REQUIREMENTS FOR SOURCES, EQUIPMENT, AND PERSONNEL IT 6.1 OPERATING DAYS, HOURS, AND SCHEDULES - _....1 11_...... 11 C COLLECTION STANDARDS _.__. ..........._. ___.. ____. 18 b3 VEHICLE REQUIREMENTS _... _. ___.. __. _.. .. „19 64 ROLL OFF CONTAINER REQUIREMENTS .......... _.__. _. 30 5.5 PERSONNEL ........... ._ _. _.. _. L2 PC HAiAROOW WASTE INSPECTION AND HANDLING ............. ...... 32 ,J NON DISCRIMINATION ____. _..._. 23 6.8 COMMI NICATION AND COOPERATIONWITH CITY .- 1 11 1 1 1_... 23 ARIICLE T RECORD KEEPING AND REPORTING ................. 24 Cly of F11111 Non-Oldllve Rat Of Agreement Page 41SIll 7.1 GENERAL... _.. _.._ _. _... _.. _. 24 22 RECORDS... __.... _.. _.2S ].3 GENERALPEPORI NG REQUIREMENTS ........ _.. _26 7 4 MONTHLY RF PORI _._ _.. 26 JS AS 939 COUNTS SURCHARGE REPORTING _.. ....... _. _. 27 ARTICLE 8 FRANCHISE FEES AND OTHER FEES........................................................................ 28 9.1 GENERAL _. ...... _.._.. _.. _. 28 8.2 FRANCHISE FEE _. .... 28 83 OTHER FEES, .__.. ... �_. 2R R6 ADJUSTMENT TO FEES _......_ 28 P.5 PAYMENOVERPAYMENT ULE TATE FEES .......... _.... _.. 29 36 R PAY MEM OF FEES ........... .. 29 B] NOE NON LITS FEES A9939 COUNTS SURCHARGE ..... .. .. 29 ARTICLE 9 CONTRACTOR'S COMPENSATION AND RATES .... ......................................_ .......... 29 91 L OFF R ACTOR'S COMPENSATION .............. 29 92 CRIGSET MAXIMUM RATES ......... _. _.. 29 93 CONTRACTOR'S TP 4CTOTO WSS RATES __. _. ..... __.. _. 30 ARTICLE 101NOEMNITY AND INSURANCE . ...... ........ ........... ......................... .. ... ..................... 30 1111 INDEMNIFICATION _.. _. _. „ 30 W2 INSURANCE _. _.. 31 ARTICLE 21 DEFAULT AND REMEDIES _...... ............. _.................. ...... ............... 35 111 EVENTSOFDEFAULi . I 1........ _... 35 11 BIGHT TO TERMINATE UPON OEFAIIII __.... _.36 L1.3 CITY 5 REMEDIES CUMULATIVE: SPECIFIC PERFORMANCE _. __. 36 114 1CUIOATED DAMAGES .__._ ......... 36 115 DIVERSION NON PERFORMANCE. ___. ............... 38 11.6 CONDITIONS UPON TERMINATION ............ _. .,..... ..... 39 ARTICLE 12 OTHER AGREEMENTS OF THE PARTIES .......................................... -.................... 39 12 1 PELANONSHIP OF PARTIES ......... _. _.. _. _.:19 122 PERMITS AND LICENSES _.__. _.. ._.... 40 113 COMPLIANCE WITH LAW _........ ._. 40 124 GOVERNING LPW 40 IF JURISDICTION _.. ................ ...._... ...._... 40 IF C ON su aEssoes ....... a0 12 7 ASSIGNMENT 12.9 PARTIES IN INTEREST __. 41 12.9 WAIVER ... ..... ..... _.41 12.10 NOTICE PROCEDURES ...._....... ...___. 42 12.11 R.... REPRESENTATIVES THE PARTIES ........._ _.... 42 8.12 CRIMINALA CRIMINLACTIVIFNO ._..,.._ _.42 1213 RESOURCES ACKNOWLEDGMENT OF PV 9LIC RE50U PCE5CO0E SECTION 99520 NOTICE .... OF PUBLIC .... _. 43 y of Fr.s.. NopErtluSve Roll Off Agreement Pepeu A/R/11 ARTICLE 13 MISCELLANEOUS AGREEMENTS .............................................. . JO 13.1 ENT I RE AGREE ME NT _. _.. _.... ... .. 44 13.] SECTION HEADINGS _. 44 13.3 REFERENCES TO LAWS ___._ ........... ........... __.. _.14 134 INTERPRETATIONDN _... ............. .. ...... 44 135 PRONOUNS AND "WEALS, TENSE .. ....... ........ 44 13.7 TEXTTO CONTROL. ........ _.. _................ 45 138 AME AMENDMENT .. ... _. __. 45 3& SEVERABILITY ____. _.45 1 13 9COUNTERPARTS ___.. _. _. 45 13 10 E%H EXH I RI iS _. __. _. ............... _. _. 45 UstnfiNhi lb A Schedule far Liquidated Damages D Sec2lart s Certification C Statement of Applicant 5 Underoandmg and Secretariat ons D Approved Processing and Residue Disposal Facilities City of From, Non -Exclusive Roll Off Agreement page 4/Si This page Intentionally blank NON-EXCLUSIVE FRANCHISE AGREEMENT BETWEEN THE CITY OF FRESNO AND all LL) 4 / .Vi O &/<esj rN Ce. FOR ROLL -OFF COLLECTION SERVICES Thenon lu sive franchise agreement Agreement) is made and entered Into this 301ii y of Afm E, ZO // , by and between the CT[yy t Fresno a municipal corporation, (Gly) and - /FLL✓ �.1fGeva rS Pod/�.(Conrsc l RECITALS Tire Agreement is entered into with reference to the following fads and circumstances WHEREAS, the legislature of the Stare of California, by enactment of the Gliforma Integrated Waste Mmagem ens Ann of 1989, codified at California Public Resources Cade Section 40000 et uq. (" Act' ) 1, Ila, declared that it is In the public indent to authorize and require local agencies to make adequate P, ovlsions Or solid Waste Collection w¢Mn their judsduchor and WHEREAS, she Stare of California ("State") has found and declared that the amount of Solid Waste generated In Calderma coupled with diminishing landfill Space and potential adverse environmental mothers from landfilling and the need to conserve natural resourceshave created an urgent need for Stare and local agencies to Occur and Implement an aggressive integrated waste management program. the State no, through en spoble ens of the ACT directed the rensiState agency and all Io agencies to promote Disposal Site Diversion and to maximize the use of feavble Solid Waste redaction, 11 e. Recycling and Comporting options in Order to reduce the amount of Solid Waste that most be Day0d d of in Disposal Sires. and, WHEREAS. the Actrepuires lural agmties to desert 50%of discarded materials from l anbi and, WHEREAS, the City Council established soars of achieving 75% His by 2012 and zero waste status by 2025 on lune 26, IDel. and approved a Zero Waste Strategic Action plan On February 11, 201 and WHEREAS, the City frons that reusing Recycling, and Compoding Recyclable Materials, organic Materials, and C2nrstrudlon and Demolnbn OebrePC&01 and beneficial use or composting of Organic Materials, essential to further the Cox s efforts to reduce Solid Waste Drapowl and comply with the Act and the City zero waste goals, and WHEREAS, yursuaht l0 the powers granted the CITy as a charter city by Article %1, Section bH of the Cali nmia Constitution and Artrae air of the fresco City Garter, the City has determined that the public J, alth. safetyand weuaeing rel That a franchise agreement annmg non -exclusive rights be awarded to gmhfied companies to stands for the roll off Container collection of Permitted Materials CIry of Tisch, RO160fT Agreement Pagel afe/u e epi far collection of materlals excluded in the Ends s Municipal Code, and other services related to meeting requirements of the ACp and WHEREAS, the City requires all M1e tiers providing Rod bH Collection services for Pvmtted Material, in the City to obtain a non prepared franchise In order to regulate this business, ensure its contain operation. a. diversion bniaetsdive on goals, and to mai potential for adverse eXectst may have an the local environment, and WHEREAS, the Ley Council has determined through an application process that the Contract,, by demonstrated experience, reputation, and capacity,a qualified to provide for the Pol blf Cantalmet Collection of Permitted Materials within the coryvate Funds of the City and the Transportatmn of such material to appropriate places of Recycling, Processing, and/or Ddsposal, and Can provide insurance consistent with the City's requirements. The City Countll tleslros that ontractor be engaged to perform such servals on the baso set forth in this Agreement and WHEREAS, Contractor intends to pop the Cliff's streets, alleys, other public rights -of way, and infrastructure to provide Roll -Off Caueauon services to the City z resident, and businesses: and WHEREAS, the City intends to re a just antl reasonable fees from the Contractor for City s administration of the Agreement and for Contractors use of the Gry oreeq alleyy other public rights of way, and Infrastructure which the Clty may l awlully Impose and the companies are obligated to pay, and, NOW, THEREFORE IT consideration of the mutual promises, covenants, and conditions contained In this Agreement and for other good and valuable consideral the Parties agree as follow,: ARTICLE 1 DEFINITIONS For purposes of this Agreement unless a different meaning is dearly required, the following word, and emall have the following meanings resp onaut earned to them by this Ar me and shall be capitalized thmuglmut this Agreement "AR' means the Cabfomm Integrated Waste Management Act of 1989 (Division 30 of the Coppola Public barriers Carl as amended, supplemented, superseded, and replaced From time to time. -Affeencern- means this Agreement between the Cqy and Contractor For Roll Off Container Collection, P mcesaing, and Disposal of Permitted Materials Including act exhibits, and any future amendments "ApPlivable Laws m all Fa ml, State, and local laws, regulations, rules, orders, judgments. diper m i<s. approvals or other requirements of any governmental agency having jurisdiction over e Full ff Container Collection, Tlanspottation, Recycling, Processing, and Disposal of Permitted Materials that are In force on the Effective Date and as they may be enacted. issuedor amended during the Term of this Agreement City of Fresno Ron Off Agreement Peg, x <IR/u "Approved C&D Processing Site" means the processing site specifled in Exhibit O, which was selected by Contractor and approved by the City. "Approved Disposal Sde" means a Disposal Site selected by the Contractor or an SideatmRorjsf and Appmvetl by the City for Disposal Of residue from Approved Processing SILL Approved Olaposal Since) arr.l lard in Exhibit "Appmvetl Organics Processing She" means me processing site specified In Exhibit 0, which was seishead by CommRConductedantl approved by the Cry. -Approval Processing Sil means the Approved C&D Prejecang Site, Approved Organics Processing Site and/or Approved Rerydables Processing Site "Approved Processor" means the operator of an Approved processing Site, "Apences Recyctables Prccessing since means the pmcesing site specilied In Fhrbn o, whim was. selected by Cmnracm, and approved by the City. "Bin "m container with capacity of approximately one ha l t0 eight fg�bic yards, with a h,nged lid, and with aspects, that is typically serviced by a front end-Io turd Colorado vehine. rRimmeas Days" mean days during when Cay THires are open to do liminess won the public. 'Can "means apoison ro Rainer with a hinged la and wheels that is typically scratch by an abandoned or ems-mated Collection vehicle. A Cart has capadty of 70, 35, 60, or 96 gallons for similar vol' ¢slm %&De means Cln¢bugfon and 0emolition Oebns. 'Change in Lai means any of the interval events or conditions that have a material and adverse effep on the performance by the Parties of their respective obligations under INS Agreement lerheut hr economy bWIRnt dost', I The condiment doption, promulgation, issuance motlifm[i'n, or written change in admoostaii or ludiml interpretation on Or after the EHeaive Data of any Applicable Law. or b. The order or judgment of any governmental body, on or after the Effective Dare, to the swira runs order or judgment Is not the result of willNl or negligentr r action, e or or look of re noble Change of the Cityrfe or hf theowev Contractor, morning in .... rtson or the failure Ina Change In law', pro any on over.r thaor the m rdR n goldsonr be construed as alhm any on Deetor lutlgment khat,no rob.late dbeai sum swill Wl or negligent a[fion, error or emission or Ica cF of reasonable ole dRlgenee "City" means the Cop Of Fresno, callfdrnla, a munit pal contended, and all the tevitory lying within the il ucnal boundaries of the City as presently existing or as such boundaries may he modified donne the fdrm Gay of Fresno Rii Agreement Page 3 IM/11 "Clrys Municipal Code" means the City of Fresno Municipal Code "Collect" or "Copectal means the art of Pitched Permitted Mate flak and other Material at the place of general..... rhe Clry "Commercial" shall mean of. from or mccomng to non-ResidentialRemarks where business activity is conducted including. but not limited to, retail sale, services, wholesale operations, manupRumng and industrial operations,. but excluding businesses conducted upon Residential property which are permitted under applicable zoning regulations and are not the primary use of the property, 'Compactor' means better apparatus that compresses materials Into a which mi may be detachable. For the purposes of this Agreement, Compactors shall Include only Compactors with conferrer capaoua5 often poi to fifty (50) cubic Fool that are stressed by Rowe Copeman tricks "Compost or Ca Mp ting Intludes a controlled biological decomposition of Organic Outrider ending a sale and nuisance free compost Produrr. 'Compost Product the precinct r di from meroped biological decomposition .f Organic Materials that are source Separated from me solid waste stream, or whim are separated ata centralized fed1w "Construction and Demolition cebris lC&ole means materials resulting from construction, remodeling, repay ,.soup, or demolition operators that a.e not hazardous as defined no mgarma Cure of Reeulatlons. Title 22 Section 662613 The term iotlude; Inns is not limited to. asphalt co •_ e, brick, lumber, gypsum wallboard concrete board, cardboard and other associate packaging, n.hng material ommicfile. carpeting, plastic pipe and ate Pl, as well as vegetative matter resulting run clearingv,dandsmpmg mcluding but not limited to rock, sell, tree swamps. Construction and Oemohnon Debris excludes emeacmle wastes. ^c�ont� �[to�r' � n (Aust �r?aea QumT�� pn.ert con"Stors names a ( ,h (insert corpormern, Mile proprietorship, partnership As appropriate)organized and operating under the laws of the State of California and its officers, direct,,$, employees, agents, c mpame,. antl Suhmntracmrs. "Contractor Pastries) shall mean Contractor, officers. directors, management employees, (I hzcal per, Iwherm"management employee' means any employee with direct or mutant responsibility for direccon and controlover the Contractors activities under this Agreement and "fiscal employee" employee anter direct OF indirect remonnhdlty and control other rehung to pnanoal matters timer Dns Agreement) "Commas AniWfy" means hard activities desc.hed is Section 12.12.1. "Customer' means the Person whom Contractor subs is puling Invoice to and mllens payment from for Collette... services provided. •Designated Disposal there means the American Avenue Landfill at 19950 w American Avenue fir. pannu$y,Capmrnia forthe Purposes of Disposing Solid waste. City of Fresno Roll n Agreement Page a Aratu -Designated Waster means non Hazardous Wastes that may pose special Disposal emblems because of Its potential to camamimte the environment and whim may be Disposed of only in Class 11 Disposal saes or Cass n1 Disposal sues pursuant to a variance Issued by the California Department of Health servreea. 'Director" shot lin an the Public Utilities Director of any or an authorized representative of the Public Utilities Partner. Discarded Materials" means Solid Waste, Recyclable Materials, Organic Materials, or C®D placed by a i.- eceptade and/or at a location that IF designated for Collection pursuant to the runs 1, ne of Code "Disposal or mspose )or variation thereof)- means the final disposition of Soria Waste at a Disposal site "Disposal site" means a facility for ultimate Disposal Of solid Waste. "inversion" m es that reduce or eFlmmate the amount of Solid Waste from solid Waste t not P sp Dial mflu dad&shut not limited to, Peryd int, and Congesting "Drop Be," means an op ommp container who capacity from sit 16) to fifty (SO) mbt yards that is usetl for Collection Of Permitted Materials and that k seryiwtl by a Roll Off Collection Truck. Drop Boom with capacities of less than ten µDl cubit yards may Only he used for the purposes of Collecting C&0. gimp Box, whim Is also known as a rolloff box and/or deeds bore is a type Of RollOff Container. "Effective Date" means the date set forth In thelrommutlony paragraph of this Agreement. "Federal" Focus Changing W or pertaining to the national general government of the United States. •Food scraps" means those discarded materials that will decompose and/or putrefy Including In all mrnen and tame load waste. 14,1 annual or attendants waste that generated during or results from the t,re renara a on. age, nCooking or handling ofood starts, (iauaj I discarded paper anamoi with sood Straps, Iv) fruit waste, train waste dairy waste, meat and fish waste, and, Ivl non Racy( able paper or...aminated paper Food Scraps are a subset of Organic Materials. "Franchise Fee" means the fee paid by Contractor to City for the privilege to hold the non-exclusive right I granted by this Agreement. "Generators means any Person whose act or process produces Permitted Matenals, or whose act fust n -a ues rumored Materials to become subject to regulation. "Green Waste MaOOIaP means any materials generated ((am the maintenance or alteration of public, a- rresidential landscapes that will decompose and/or putrefy mapping, but not limited to, ver ndmio fis Row. leavesshrub/vee trimmings or Coatings (less than a" an sari rL brush flowers, ue ds, dead Manny ,,,If pieces of unpainted and untreated wood, and other Types of organic waste. For r he purposes of thio Agreement, such materials shall be Source Separated and placed by a Generator In a [ffincle and/or at a location that is dengnated for Collection, Green Waste Material is a subset of organic Matenals. City of France Roll Off Agreement page 5 i/a/L1 "Hazardous Waste" means all substances defined as Hazardous Waste. acutely Hazardous Waste. Or extremely Hazartlous Waste by the State In Health and Safety Code §2511002, §25115, and §25117 or n the future amendments to or remdlficatians Of so& statutes orA mored and listed as Hazardous Waste by the U 5. Environmental Protection Agency fEPAl, pursuant to the Resource Conservation and Recovery Art lag USC §5901 at see J. all forces amendments thereto, and an rules and regulations Promolgamil hereunder. "Holidays" are defined as New Year's Day, Thanksgiving Cry, and Christmas Day "hemdous Waste" means biomedical waste generated at hospitals, public or private medical clinics, dental ofrzs, r laboratories, pharmaceutical Industries, blood banks, rhommards, vetennory ladhbO es and 01ma or establishments, as dened In Health and Safety Castle Seftlon251175. "Liquidated Damages" m ns the amounts clue by Continuous to City for failure to meet specific standards of performance as described In Section 11.4 and Exhibit A. "Organic Materials" means those discarded materials that WIII decomposeand/Dr putrefy including Green Waste Material and Food Snaps such as, but are not limped to, green trimmings, grass, Words. leaves, prumnes, branches, dead plants, brush, t¢trimmings, dead trees, small wood pieces, other types of Organic Verb] waste, vegetable waste, Suhwste, grain waste, dally waste, meat waste, fish waste pap ted with Food Scraps, pier of unpainted and untreated wood, and pies of unjudomed and umremted wallboard No discarded material shall be coWnered to be Organic Materials, reruns such material Is Source Separated from Solid Waste, Recyclable Materials. C&D, or other "paet materials Company" refers to a company owning more than I percent 150%I of the shares of another t.rnpany l subsidiary) at a company that has management control over such subsidiary, "Party or Parties' rete64o the City and Contractor, individually or together. "Permitted Materials' refers to Solid Waste, Source Separated Recyclable Materials, Source Separated Onamo Materials, and C&D. Permitted Materials excludes Source Separated Food Scraps. " n toaany divfirm, a o organization pnnershlp, corporation, business olnNonute. the United Shares, IM1e State of(aGfomla. the County of Fezn4 and special purpose IF. "Premises" means any land Or bonding in the Ciry Where Permitted Materials a e generated or accumulated. "processing" mean, to prepare, treat, ortonvert through some special method. "Processing Site" means any plant o used for adding, cleansing, treating, o demon trate Permitted Materidd for the purpose of making such material available for rouse. "fume ad a Waste" means Solid Wastes originated from living organisms and their metabolic waste products and from petroleum, whim contains ironically produced organic Compounds and which are City of Frefim Poll 00 Agreement Page 6 6/8/11 GiployrAh, decomposable by mdusbial and fungal action Into the constituent compounds of water, tar as, dioxide and other simpler organic compounds 'Rates'means the charges and fees Contractor bills and nobody from each Customer retuning service pursuant to this Agreement. "Recyclable Materials" mGs those DepU dud Materials that the City Code cartons, directs goal requires Generators to set out In Rerydablez Materials containers for Color for the purpose of Per tight, No OKtardes Materials shall be considered Recyclable Materials unless m[M1 material is separated from Solid Waste and Organic Materials. Recyclable Materials shall include, but rat he it nn ted be newspaper prop ding record, sauterne, antl store advericurwimsl; mixed paper Industry; office paoere computer paper, magazines, funk mat catalogs, brown paper bagsbrawn paper. pacerral paper egg cartons, telephone books, grocery bags. colored paper, construction paper, elopes. legal pad hackings, shoe beads, soap boxes, cereal and other similar food boxedchipboard, cardhoard; paper milk cartons; glass containers of any color producing glass comes and jars all colors); aluminum cans, fabric softener containers; steel, to or atmetalcans, plastic containers (clear or green plastic soda and water battles plastic containers and bottles and plastic bags with no -1.2 ora on the bmmmL and food containers from potato salad, pasta salad, whipped cream, into. 'Recycle or Reryril an ns the process of mile[ting, carting, cleansing, treating, and reOmonsong ii rials or the purpose of using the altered form In the manufacture of new product Recycling does nut mdude cummg. Incinerating, or thermally destroying send waste. Residential" shall mean of from, or pertaining to a single fatally Premises, hold glass or multifamily Premises Including smgletfamily homes, apartments, condominiums, townhouse complexity mobile home parkh cooperative apartments, and yacht harmers and marinas where residents live aboard boats. "ROILOH Contail means a Drop Sox or Compactor used for Collection of Permitted Materials and r Iced by a Rolloffcollection Truck. RollOffContainers with capacities of less than ten (10) cubic V ,its may only be used for the purposes of Collecting C&D. Roll -0H Colfedion Greek' mean, a mill vehicle with a mechanical device such as a women that I or dads a Roll Off Container onto the truck bed or attached trader and separately transitions each .. 11 Off Comaner to a OoposalSlut or Processing Site. `,led Waste" means solid waste as defined In California Public temumez Code, division 30, Part 1, Ofemer 2, 640191 and regulation promulgated thereunder and those Discarded Materials that the City Code regrures Generators within the City to see out for Collemmrt. Excluded from the definition of Solid Waste are C&0, Hazardous Waste, Infectious Waste, Designated Warta Source Separated Recyclable for 5uurte Separated Organic Materials, and radioactive wane NanumthR rrepro any may rsron o the Comfort, Sold Wadi may include de minims volumes or concentrations of waste of a type and normally found in Readdental Sold Waste after mplem of progra s for the safe collector, r ydln R. treatment antl drop nm l of household hazardous Wastein comply ce with amount 41500 and 41902 of bre Caltlorma Paris Resources Code. "Soars, Separated M1111 the segregion, by the Generator, of materials designated for separate Crisman for came formoatf Recycling, Compozdng, recovery, or reuse stare means the state of California. City ofFread Roll OR Agreement Page] 4/G/11 "SobcaOtractar'means a party who has entered oto a contract, el or Implied with the Contractor for the performance of an act that is necessary for the Contractor's fulfillment of is obligations under this Agreement "Dom" means the Term of this Agreement, including extension periods if granted, as advances for In ANcle3 "Lon" means a unu of measure for weight guaranteed to 3.000 standard poundswhere each pound o i,tahv In noncee 'Tonnage's m s the total weight In Tons Collected Recycled Computed Diverted or Canadian of, as the Contest counter. Transportation' means the act of transporting or state of being unreported ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF THE CONTRACTOR I ij I A I ICINS Air WARRANTIES The Current, by eaemtion of this Agreement, represents and warrants she following to Clty, for the puryme of Mull City to enter Into this Agreement and to consummate the transaJmm mmemplated hereby: A. Corporate States. Contractor is duly organized, validly existing and In good Standing under the low, of the State It is qualified to transact business in the City and State and has the power to Is properties. and to carry on Its business as now owned and revea tl and as required by this Agreement B. Authorization. Immortal has the authority to enter this Agreement and attorney obligations sonar r bis Agreement The Board of Directors or Contractor lar the shareholders; if neresoryt to pro atoor pners have taken all before tiomounted by law, in assail of Incorporation, Iit p part,,,, bylaws.o otherwise, to authorize the execution of this Agreement The Person signing this Agreement on behalf of Contractor represents and warrants that they have authority to do so and the corporate s ecmtary4 wea [e in Exhibit B confirms this. This Agreement mn9hutes the legalvalid and binding obligation of the Contractor. C Agreement Will Not Cause Breach. To the best of Contractors knowledge after re nable esbgati n the all on or delivery of this Agreement or m he mor mance by Contractor of s obligations hereunder does not conflict with, violate. or result In a breach l'q of any law or governmental regulation applicable to Contrasti fi it any term or condition of any judgment. 0 or varied of any rush, Caravanserai agency or other governmental authority, or, 11111 any Agreement onnbirmn tto which Contractor Is a party or by which Contrambe or any of Its porta liPS or covers are bound or constitute a defoAthereunder. Gty of Fremo pull Off Agreement Page B n/g/ll D No UbtfuGon. To the best of Contractor s knowledge after reasonable Investigation, them is no C succeeding o investigation, at law or equity, before or by any govemmental authority, commission. board, agency o mentatry deduced, pending or threatened against Contractor ctor wherrein an unfavorable decision, ling or finding, In any single ecce or In the aggregate, would_ 1. Materially adversely affect the performance by Contractor of its obligations hereunder 2 Adversely affect the validity or nforaabdny of this Agreement or i Have a material adverse effect on the financial condition of Contractor, or any surety or entity guaranteeing Contractors performance under this Agreement E No Adverse Judicial Decisions. To the best of Contractors knowledge after reasonable esrigatmq there Is no judicial decision that would prohibit this Agreement or subject this Agreement o legal challenge. E No Legal Prohibition. To the best of Contractors knowletlge after reasonable munb icdon, more rs no Applicable Law in effort on the date Contractor signed this Agreement that would prohibit the Contractors performance of be obligations under this Agreement and The rransadtmm contemplated hereby. G. Contractors statements. The Contactors Application and any other supplementmy ,maturation submitted to the Can, whim the City has relied on in entering thin Agreement, do t d ornom any untrue statement ofd material face ar ail omit tosweea material fact that is necessary In order to make the statements made, In light of the circumstances In which they were matle, not misleading. H. Contractors Investigation. Contractor has made an independent investigation "bufacrory to its of the condldons and c surrounding the Agreement and the Work o he peilormetl resource, Contractor shas cconquered such matters In enterang this Agreement to Provide sees In esthetic lir the compensation provided for under the terms of this Agreementry I. Abjhty to Perform. Conmi possesses the husme5, professional, and technical expense to Carioca, Louisiana Recycle , process, and Dispose Penn Rted Materials generated I,the City_ Contractor possesses the equipment, shoreline) and employee resources required to perform its obligations under this Agreement. ARTICLE 3 TERM OF AGREEMENT Contractor may provide the Roll Off Container Collection, 1nmalorodon, Pecyckng, Processing, (forecasting. and Disposal semces amy,rund by this Agreement Commencing on the EXectHe Date. no of amen, Roll Off Agreement page9 41111 SIT I;nIS TO EFFFCIVENESS OF AGREEMENT the obligation of City to permit the Agreement t0 become effective and to perform Its undertakings Provided tar IT fie; Agreement is subject to the sa0daaIDn of all the conditions below, each of which may be walvetl In written form, In whole or In part by City. A Accuracy of Representations. The representations and warranties made N Article I of this Agreement are true and correct on and as of the Effective Date. P. Absence of litigation. There is no litigation pending on the Effective Date an any court multai gng the award or execution of this Agreement or seeking to restrain or Tobin Its So r Union cmsnmgs of Insurance. Contractor has furnished evidence of me assurance required by Alro,10 Choi is satisfactory to Tile Pry. EHenlveness of City Council Anton. The City Council action approving this Agreement shall have become effective and all Parties shall have signed the Agreement pursuant to Applicable Law exiuedno to or on the Effective Date, provided that no restraining order of any kind has been u in at Ibis Agreement shall Commence on the Effil o Data and Comunue in lull forte for Ill lune 30, 2016, The Term may be extended pursuant to Section 3.4 on erminated T, al I ma cc a Maone wuh Sect, on 113. IpN t D EXTEND Subject to City Council approval the City shall have the option to extend this Agreement for sit additional erm of up to five lsl years. bore CSP extends the Agreement, It Shan give written notice to Camrattnr at least one hundred eighty ¢gol calendar days prior to spl ation Of Initial Term The OlySw notice shall specify the number of yeas by which It elects m extend the TermoI this Agreement and the revrsetl e,phaprn date of the Agreement Any such extension shall not become eHectrve unless Contractor agrees to the extenamm IT writing, at least one hundred bfly(1501 calendar days prier to e,pimuon of the Imba Term. city of learn Rall Off Agreement Page 10 418111 ARTICLE d SCOPE OF AGREEMENT DOE i,F AGREEMENT This nor e*nusiae franchise granted to Contractor, auchonRs Contractor to Cenec[ Tran:poq Recycle, Process, Compost ana Corona of Permitted Materials placed by peninsula or Commercial Generatpn in Pat Off Containers for Collection, provided that the Customer has vauntingly arranged for Contractor to Provide collection persons The Contactor shall be responsible for the following services. A. total Prompted Materials placed by each Customer In a RollOffContainer for Congestion as requested by Customer. R. Providing each Customer, upon delivery of Rsli Container,a printed list thatm ides the Materials that cannot be placed In the 110I1A1f Container (1 e., Hazardous Wastes) and a list of [eeptable ReCcardble Materials, Drganic Materials, and CAD that may he placed in the Roll -DH Container. C Transporting Cale and Said Waste to the Designated Disposal Site and transporting other m tectal stn an Approved Processing Site 'D. Furnishing all labor, supervision, vehicles, RoIIOH Camboea,. other equipment, materials, supplies, and all other items and services necessary to perform Its obligations under this Agreement. F Paying all expenses related to provisionof`seMms required by tan Agreement including, but not mood to Franchise Fees, to egulatory fees. sandemon costs, Transportation costs. Processing costs, Disposal costs, utlliles, etc. F Providing all services required by this Agree nt In a thorough and professional manner so that esidoorr UlPiicui and the Cry are provided rarely , reliable, courteous and high,moddy service at all times. G. Perlorming all still m substantial accordance with this Agreement at all times using best Industry practice for comparable operations. H. Complying with Applicable Law. I Performing ar providing all other services necessary to full its obligations under this Agreement. I. Diverting a minimum of SOX of the C&D Collected from Disposal. The Diversion rate shat be aalmlaled each month based upon the weights of C&D Collected and Diaened. Ciry of Floor Roll -0H Agreement Page 11 418111 K . Corning a minimum of of the Recyclable Materials Collected from Disposal. The Diversion rate shall be selmlatetl each month based upon the weights of Recyclable Materials Call and Diverted. I Calling a minimum of 90% of the Oryomr Matelots Collected fram Disposal. me Discredit rare shall be calculated each month based upon the weights Of Organic Materials Collected and Diverted. The enumeration and specification or ponimlar aspects of service, labor, or equipment requirements shall norelieve Contractor of Me duty of accomplishing all other aspects necessary m fulfill its obligatins under this Agreement whether such requirements are enumeral elsewhere In the Agreement or not. .:5 Tu $COPC Tire cope of the Agreement shall be non eulusive. northeast Materials may be Collected and Transported by ather Persons provided that such Persons do so In accordance with the City's Mumupae Cute, Intruding but not limited to the following: A. Permitted Materials Collected by Other Non -Exclusive Franchise Haulers. Permuted Materials Collected by a parry that has executed a Non Exclusive Franchise Agreement with the City far PollOffContainer Collection Services. Permitted Materials Collected by City. Permitted Materials Collected by the Coys muntdpal Minster operation Including r 111 materialsCollected using equipment, suet as Cans and Rms, on insulated by this Agreement (2) materials Collected from City dualhes, and special events and venues sponsored by the City, which may be Collected In Cams, Bins, or Roel Off Containers by the ON's municipal collection operation or City yews. C Donated Recyclable Materials. Recyclable Materials Generated in the City that are Source Separated and donated by the Generator to youth, civic, charitable, or other noon eft =i Materials M ueM by Owner or Occupant. Or Its Contractor. Permitted Materials That are ,,ed from any Premises and are Transported to a Disposal Site or Processing Site by If the tracer or ocS aupan of such Fre hit by fulltimemoldy Of Own or eeriness That e. the Owner or ocmpan equipment To transport materials or Gill by as r demdamn contractor performing c or convention work at the Premises [ Mdse natural of the Permitted Materials ls^ adentae he the service being performed las Conrad m S,,tIc 6ID51flup of the City Municipal Code) and sunt contractor removes momena6 at no senior ... I or separate fee using romraeor'a employees and contractor's etumment. E Green Waste Maredal. Private collection of Green Waste Materiae resulting imm landscaping or galdening service performed by the person reflecting men maters ale. City of Fresno Roll Off Agreement Page 12 4/3111 F Ober Recyclable Materials. Private collection by any person or company that transports Recyclable Materials through use of its own velpce( 1, and receives no compensation tar such Collection or T ansportabon G Materials from Public Schools and Other Government Fadlities. The removal of any materials generated by public schools cliche County, or federal Facilities lwtth the excep(on of those facilities priciest to 42 UC section 691- ll i ' g PIGH F TO GRANT MULTIPLE NON-EXCLUSIVE AGREEMENT5 The City may grant to an unlimited number of additional Persons Ali n eadve unfranchise agreements far Roll Off Customer Collection Tnnspartatlon, flnycliog, Processing, Composting, and Disposal of Permitted Materials. 4.I CITY'S RIGHT TO EXCLUDE NEWLY ANNEXED TERRITORY FROM SCOPE OF FRANCHISE The City reses the night to exclude territory that is annexed Into the corporate limits of the City subsequent to the Murray Date from the scope of this franmise- e HbFME Nt CONSIST INI WITH APPLICABLE Luray This Agreement and scope of this franchise shall be interpreted to be consistent with Applicable law, navy and during rhe Term. If future ludidal Interpretations of current law of new laws, regulauam, or judicial interpretations limit the abih ry of the Cay to lawfully provide for the scope of services as aerobically set forth bemn, Contractor agrees that the pope of the Agreement will be limited to those surplus and materials which may be lawfully provided and that the City shall not be responsible for any lost profits or losses claimed by Cori to arise out of limitations of the scope of the Agreement set mrth herein. In rush an event. it shall be Zoe responslMlhy of Contractor to minimize the bnanrlal impar of ninth stun judicial mterpretatmnp or new laws. vye:LHS111' Of MATERIA13 Once Permitted Materials are placed an a Poll -Off Container for Collection by Contractor, ownership and the right to possession of such materials shall transfer broadly from the Customer o Contractor. Ou a short term basis not to exceed more than floe 15f calendar days per year, City may obtain ownership or po.. easier of Permitted Materials placed an the Roll Off Container for Collection, for purposes of ,at, characterization 5offin, upon en n Character notice to Chcter of p intent to do so Huino[hire in this Agreement shall be construed as gi.nt rise to any iupre nee that City has such ownership or possessmn unless such wren notice has been given to Contractor City of Fresno Roll Off Agreement Page 13 4/8/11 ... ND OFICATION TO CITY OF 11 COoristic' on produce evidence that other Persons are Collecting Permitted Materials and do not have rights to do so as granted by non-exalutive tranchuse agreement with the City or otherwise, or In a manner that is not consistent with the .try's Municipal Code, Contractor shall notify the City In writing, within to, 110) calendar days of Contractor witnessing such circumAances. The Contractor a notice,Fall mdutle the name and telephone number of the Person of company Collecting Permitted Materials [if knownl, the date the Contractor compiled the swum, the location of the Roll Off Company, along with Contractor's evidence of the violation of the rights granted by this nonmxclusive Franchise_ ARTICLE 5 COLLECTION, PROCESSING, AND DISPOSAL SERVICES Contravons hereby authorized to Col let. Permuted Mate rats from residents and businesses In the Gry sing RollOffContainers. Contractor hall Collect Performed Materials from Customers that voluntarily subscribe to Or request RollOffContainer Collection services from Contractor. Contractor shall provide Its Customers with, Fell Off Container for Permitted Materials Collection or shall allow is Customers to Ovide a Roll ff Container Contractor shall Collect Permitted Materials from Premises as frequently as scheduled by Contractor or as maNally agreed with protocol but not less than once a week for Solid Ware and Organic Members. Contractor shall provide requested seance to its Customers and shall charge Customers for service at list,, mutually agreed by Customer and Contractor. Cont rztlm shall Tr ... poll Sold Waste Collected pursuant to this Agreement to Me Designated Disposal She and other records to an Approved Processing Site that has been fall by the Contractor and approved by the City. The Approved recessing Siteb)must be able to demonstrate Diver Pro rates in ...concrete with Sections 0.1 and 5.3. may enter Into contracts with Customers for Collection services provided that in no case shall the team of such contracts extend beyond the Term of this Agreement, and ewmed that in the event e City roommates this Agreement the Contracts with any and all Customers shall terminate on the termination date of this Agreement. 3 - PROCESSING AND MARKETING SERVICES A. Pmmsing. Contractor agrees to Transport and deliver (l) all C&D it Collects in the Can to the Approved C&0 Processing Site, (lit all Recyclable Materials It Collects In the City to the Approved H ecy noble Processing Site. and 11 it all Organic Mated alit Collects In the City to the Approved Organics Processing Site. Residue from the C&D, Recyclable Materials. and Organic Proce,smt td Computing activities shall be Disposed of by Contractor or its Approved Processor at an Approved Disposal Site selected by Contractor in accordance with Section 54 Contractor selected the Approved Processing Seats)and Approved Disposal Sells), Which are identified In City of Fresno RoIIDff Agreement Page 14 4/fl/11 Exhibit D Contractor shall permit or arrange for The City to Inspect the Approved Processing evisf and observeaperanons at anytime aurimgthe Teri. Contractor or Its Approved Processorfsl Shall possess all pemmts and approvals necessary for use of the Approved Processing Siteod in full regulatory compliance. Contractor shall, upon City request provide on request from Its Approved Processopsf and Canyon copies Of notices of option ion or permits to the City. Upon request of the Cty, Contractor shau pascal a [eroded statement from Its Approved Processory) doaurrening Its Diversion rale. If Contractor elects to use a Processing Sole(s)that is different than the Approved Promising Spend Specified in Exhibit D, It shall request written approval from the City sixty f60l calendar days prior to use of the site and obtain the Clry's written approval no later than ten flu) calendar bays error to use of site. If Contractor is unable to use an Approved Processing She axe to an emergency or sudden unforeseen closure of the Approved Processing Site Contractor may use an alternative Pince same Site provided that til the Container provides verbal and written note to the City within wwenty-di (24) bows of use of an alternative Processing Site, and lip the alternative Processing Site is fully permitted and In compliance with all Applicable Laws. The written nonce shall include a description of the reasons the Approved Processing Site is not feasible and the period Of time Contractor proposes to use the alternative Processing Site Contractor shall use the afternoon Processing Site for no more than twenty four (24) hours without customer City written approval. R. Marketing. The Contractor or its Approved Processor shall be responsible for marketing BO, Recyclable Materials, and Organic Materials Collected In the City antl Diverted. Contractor antl/or its Approved Processor may retain all revenues generated from the sale of Permitted Materials That are[iveMd. Upon re ...0 Contractor or its Approved Processor shall provide proof In the form of Sales <erpts showing end-user)to the City that all C&D, Recyclable Materials, and Organic Materials Divenetl are marketed for Recycling O e in such a manner that materials shall be nsidered as Dissected In accordance With r theState regulations established by the Act. All residual material from this Processing activities that is not marketed for use shall be accounted Ir as Deposal Tonnage ata Permitted Disposal Site. No permitted Material shall be a. crossed to a domestic or loreigrlocation If Solid Wane Disposal of such rational cs its Intended usr Contractor — is Approved Processor shall accounts the City, upon written request with a list Of hrok ninwerzit uses to market C&D, Recyclable Materials, and Organic Materials Dlvened. City may audit brokers or buyers to conium that materials are being Recycled and Dlvened from Doposa1. If Contractor becomes aware that a broker or buyer has Illegally handled or Disposed of Material generated by the City or elsewhere, Contractor shall Immediately inform the City and Innersole Its contract or working relationship with such parry Immediately. C Processing and Marketing Costs Contractor shall pay all cops Wondered with Processing and M ebng of Permitted Materials including payment of any gate fees charged at the Approved Processing Sites. City of Fresno ROH-OX Agreement Page 15 4/R/I1 5.• 6NERSI0N REQUIREMENT Contractor shall Cavortfrom landFlll disposal at least lid 50% by weight of all C&D it Collects within the city, Sp70% by weight of all Rerydable Materials it Collects within the City, and pas 90%hy weight ofall Organic Materlals It Collects within the City during each calendar month by Processing. Recycling. or Composing some or all of the C&0, Rerytlable Materials, and Organic Materials Collected If Contractor fails to meet the Diversion requirements stated in the preceding paragraph during a calendar manor, the dry may terminate the Agreement In accordance with Section 11.5. -'.1'pOsAI A Disposal of Sora Waste Collected. Contractor shall Transport all sold Waste Collected in the Cr, to the Designated Disposal site, which the sty sperfit shall be the American Avenue Landfill in Tranquility, California. Contractor mal pay all cosh associated with Transporting and Disposal of sold Waste mnudmg payment of any gate fees Charged at the Designated Disposal Site R Disposal of Attracting Re idue. Contractor shall, or shall require its Approved Processor to, Dispose of residue from Processing of C&D, Rerydable Materials, antl Organic Materials Cottoned &Rhin the City, that are not Diverted through Processing activities, by Transporting the residue to an Approved Disposal Site specified in E+Iribit 0, which is lawfully authorized to accept curb marenal. C Permitted SRP. Contractor or to Approved Processor shall only Dispose of materials at a Prompted Disposal site that Is In full regWatpry compliance Contractor, ort, Approved Processor. shall keep or confirm all Posting permits antl approvals necessary for use r the Disposal dedsd in full regulatory Compliance. Contractor shall, upon request provide copier of notice s or violation or permits to the City D Compliance with Regulations Contractor shall observe and comply With all regulations In effect l the Designated O15POIll Situ and Approved Disposal 5ltelst and cooperate with the operator drere0f with respect to delivery of Solid Waste, inducting directions to unload Collemon vehicles in designated areae ocm mmodaong opo rations and maintenance activities, and complying with IT .... do,, Waste evdusion programs. E. Disposal at Approved Site. Commodes, or its Approved Pmcessoq shall not Dispose of such resdue by depositing It on any Public or private land, in any river, stream. or other waterway, P in any sanitary se m drainage system o any other m which v,Ari Applicable has. Contract m5 or Its Approved Processor, selected the Approved Oisposal 5h opt for residue Disposal specified in Exhibit O. Contractor shall arrange for the City to Inspect the Approved Disposal 5nelsd and observe I... at any time during the Term. F Alternative Disposal Site. It Contractor, or its Approved Processor, elects to use a Disposal Arelsl that is different than the Approved Disposal Snots) listed m Enhrbit 0, it int request approval from the City 60 enhanced days prior to use of the site and obtain the City's written approval no later than 10 calendar days prior to use of the site. City of fres,, Poll Op Agreement Page 16 418111 Il contractor or Its Approved Processor, is underle to use the Approved Llispoc al Site due to an emergency or factor unforeseen closue of the Approved Disposal Site, Contn¢or, or ,Is Approved Proressm, may use n alternative 0lsposal Site provided that III the Contractor names verbal and written Macy to the City within LwentV four hal hours of usBof an alternative d'ea l Site, and fill the alternative Processing Site Is fully permittee and an compliance with all Applicable Laws. The written notice shall endude a description of the reasons the Approved n sal Site is not teaslble and the period of time Contractor, or its Approved Processor, proposes to use the alternative Attached l Site. Contractor shall use the alternative oaposal She for no more than twenty-four oaf hours without opposing Chic, ounce approval. Lanlracroi shall of all Customers and collect billings In accordance with Contractor established Rates, what are ser In a manner consistent with Poverty of Section 9.3. The Contractor shall prepare, mail, and collect bi lls lot shall Is sue written receip6 for cash paymeresl for Collection services provided by Contractor. Contractor shall be responsible for collection of payment from Customers with past due contractoraccounts shall maintain copies of all billings and receipts, each in chronological order, for Me (5) years offer mpiimbou or termination of this Agreement. Contractor shall retrieve and make available to the an City topics of eip blllThe and remprr y at I five toption,days ma hf rhe oseRoh written request for Ibe b illiro antl orcn ants. The Ca manner mrvar1I5hathe records [hose remrtls In computer m font:,onf . inspection a any ionother in manner. annex that [M1e records van be preserved and re[rievetl far n �,pectlon ontl verification In a tlmely, manner. ,. J I Cria SERVICE Contractor shall maintain a business office within the City or within a reasonable distance of the City limits approved by the D4ecton The business office shall staff at least one customer service r capable of accepting payments from Cusronlee j�sw' ring service ouee,onand �VMg CLetomer service issues Contracts, shall have a bWf1fZkALCO'ne rY telephone number serve, reel shoo have amu avalmme to ensure, [alts from at leaet�a m to o, as, Monday through moat, An ens acnes machine shall record Customer calls and messages between 0'.00 urn and ARTICLE 6 STANDARDS AND REQUIREMENTS FOR SERVICES, EQUIPMENT, AND PERSONNEL Days and hours Of Conenion City of Troup poll Off Agreement r„ -, a/a/u L Residential Premises. Delivery or Collection of Roll OH Container to or Prom Resldentral Premises shall only occur between the hours of 600 a.m. and 6 o0 p. m., any day of the week 3. Commercial Premises. Oebverycur Collection of a Roll- Off container to or from Commercial Premises that are 300 feet or less from Residential Premises shall only occur between the hours of 1,00 no and 6: 00 p.m., any day of the week. Delivery or Collection of a art Off Container to or from Cammemal Premises that are more than 300 feet from Residential wemisee shall only occur between the hours of S 00 a.m. and ]', Co p in., any day of the eek. rhe Director may rerr a modifications to hours for delivery and Collection train Commercial Premises to resolve noise Complaints, and, In such area, the Director may change the allowable operating hours. 3. Exceptions. In the event of an unforeseen rncumsta0ce, the Contractor may deliver or Collect a Rolf Off Container from Residential or Commercial Premises that are 100 feet or ss from Pesidenfial Premises between the hours of Sub a in and 10:00 P in., upon poor written approval from the Director. a. Failure to Comply. If the Contractor falls to comply with the Collection hours described io this Se rml the Contractor shall pay the City Gquical Damages as described In Section 11 a and Exhibit A. _.. II rsIIJN STANDARDS 6.2.1 Instrurtions to Customer Contractor shall Instruct Customers as to any preparation of Permitted Materials necessary Prior to plating In the Roll Container. Contractor shall, In written farm, inform all Customers as o the acceptable materials that can he included In the ROMA@ Container and any unacceptable materials to be excluded Turn Collection 633 Care of Private ProP¢M Contractor Roll not damage Private property_ Contractor shall ensure that its employee, III Noll all gates Opened In making Collecbony unless otherwise directed by the Customer, (ii) do not cross landscaped areas, and Pri l do not limb or lump over hedges and fences. City shall refer Complaints about Damage to private property to Contractor. Contractor s hall repair all damage to private and public property c ,used by its employees to its previous condition. 6.3.3 Lifter Abatement A. Minimization of Spills Contractor shall use due Care to Prevent vehicle of and vehicle fuel from he ng spilled or scattered during Collection and Trarep0ratlon operations. If any permitted Manua are spilled or scattered tlunng COIIeRIon or Transportation operation;the Contractor Shall Promptly Clean UP all Soured and scattered materials. City of Fenno Pollflf Agreement Page IS all Contractor shall not Vander loads from one vehicle to another on any public street, unless it is tendennary to do so because of mechanical fallure, hot lead (Combustion of material in the acted accidental damage to a vehicle, or unless a imported by the city It Contractor falls to perform some or all of the requirements described In this Section, the Contractor shall pay the City Liquidated Damages as clondbed in Section 114 and Exhibit A. G. CtearvUp. Eachcollection were shall carry protective gloves, a broom, and shovel at all times for voting up Ltter and absorbent material for deanlrig up liquid spills. The Contractor shall de Coss bntances of repeated spillage not caused by It with the Customer of the premises where sulfide Occur, and Contractor shall report such Instances to @y_ If the Contractor has attemptal to have a Customer stop creating spillage but is unsuccessful, the City will attempt. upon notice by the Comrattar, to ush iry such auction wpm the Customer. C. Covering of loads. Contractor shall cover an Sol Off Containers at the pir4np location before lramportrng materials to prevent Permitted Materials from escaping during Transportation. 6.2.4 Noise All Collection operations shall be conducted as quietly as possible and shall conform to Applicable Law. Contractor will promptly resolve any Complaints of noise during the rooming or evening hours of the day to the oxidation of the City_ In the event of repeat occurrences of noise levels in excess of 75 dd(A), the Contractor shall pay Liquidated Damages in accordance with Section 114 and Exhibit I i .. }i ppIFEMI Al A. General. Vehicles used to provide servile, under this Agreement shall be kept in a safe, neat, dean, and operable condition at all times. If Contractor fails to keep Collection services In a safe and san¢ary condition. the Contractor shall Pay the City Liquidated Damages as described In Section 114 and Exhibit A. e. Specifications. Contractor shall register all vehicles with the Callembe Department of Motor Vona es. All such vehicles shall Comply with California Environmental Protection Agency CITA( noise emission and air quality regulation, and otherapplicable noise Control 'Notorious, C Vehicle Identification. Contractors name, local telephone number, and a unique identification Procter for each vehicle used to Comedy se rviers under his Agreement. shall be prominently delayed an all vehicles, in letters and numbers that are a minimum of a inches high. Contractor shall Pat place the Goys logo on Its servile,. in Cleaning and Maintenance I Cleaning. Collection vehicles shall be thoroughly washed and thoroughly steam cleaned as frequently as necessary to present clean appearance of the exterior and Interim compartment Or the anodic 2. Malntenar¢e. Contractor shall Inspect each vehicle dally to ensure that all equipment Is operating Prui. Vehicles that are net operating pmpeer shall be taken out of service upon they are repaued and operating properly, Contractor shall perform all scheduled maintemnce CITY of Fresno BollOff Agreement Page 19 418/11 functions In accordance with the manufacturers specdcoiogs and schedule or In accordance with CaIsformal Highway Patrol standards, whichever are more stringent Contra ctar shall keep c cords of all venae momma dne orecorded according to date antl mileage. and shall makeasuch records available to the City upon request to the extent necessary to perform the Inspections described in Sections 6.3F and 6. g. 1 Repairs. Contractor shall repair, or arrange for the repair of, all of Its vehicles and equipment for shop reports are needed because of actldent, breakdown, or any other cause, $o as to aicted all in ulpment In a safe and operable condition. Contractor shall maintain accurate cords of repair, which shall Include the camsmileage nature of repair and the signature of maintenance supervisor hat the repair has been properly performed 4. Storage. Contractor shall arrange to store all vehr ms and other equipment In safe and serum brother) In accordance weh City's eppllable xamng regulations. F. Operation. Vehicles shall be operated In compliance with the California Vehicle Code. and all appnable Safety and roil Ordinances Contractor dean not load vehicles In excess of be n mufacwars recommendations at nmeanond Imposed by Ram or local weight modmons for vehicle: and acres. Contactor shall have each Coneeflwr vehicle weighed at even Approved Processing Saes Or Designated Disposal Site t0 determine the Tell weight ("are weghC9 of the vehicle, and the total loaded weight of each load delivered to the Approved Processing sites and Designated Oispand Site. 0. Vehicle inspection. City may inspect venues at any The to determine compliance with me requirements of this Agreement. Contractor shall make vehicles available to the City and/or Orr p)County Health DepartrromfOr importer, at any frequency City reasonably requests. 'rf 1 DONTAINER REQUIREMENTS A. General. NI RollOffContainers shall Meer applicable equal State, city and local regulations far safety P Specifiati ns 1. Prevent Leakage, If tee type of materials placed in the container may result rn leakage of aphids, Contractor shall take precautions to prevent the leakage at Tommy In accordance wife Semon 17315 of Chapter 3 of Title 14 of the California Code of Regulations, RealOffContainers seri to Collect garbage and putresc0le materials and/or garbage and putresonles II with mbbisb shall be non-absorbent eventiget vector resistant. durable., easily Hear tile. 'and Mall be uengned for safe handling and the Containment of refuse 1- ' n of Sufficient Capacity, In accordance with Section 17315 of Chapter of Trip, 14 of Prov he California Code of Regulatrare, Containers for gaNage and rubbish should be of an adequate size and in sufficient numbers t0 contain without overflowing, all the refuse that a household or other esubllsementgeneraras within the designated removal period 3. Use of Containers with Less than Ten alt Cubic Yards of Capacity. HallOffContainers wife "Poicinto Of less than fen hof pubic Yards may only be Hard for the purposes Of Cohe,bng C&D_ City al Fema Roll Off Agreement 4/8/11 Twoso C. RealOffContainer Identification. All Contractor. Provided aou.on Containers shall phremenuy display The Container's name, local telephone number, a unique Roll Off Container Wemihatern number, and a It of acceptable materials. As appropriate, Roll Off Containers shall be labeled for Solid Waste. Recyclable Materials, Organic Materials. or C&0. Such labeling may be temporary labeling In the form Of magneticor centra le signs. If Contractor falls to comply with the POVIR[ns of this Section 60, the Contractor shall pay the City Liquidated Damages as do$ePhed n Section 114 and Exhibit D Cleaning, Painting, and Maintenance. All BoIIOO Containers shall 6e maintained In a are, LpraEcable. and functional condition. Contractor shall steam clean and repaint all Roll-0fl Container, at Our every two years, or more fraternal, to present a clean, graffitifreeappearance. E . Roll -Off Container Inspection Oty may inspectRoll -Off Containers at any time to determine compliance with sanitation requirements. Contractor shall make Containers available to the Cry at any frequency It requests. The Cloy shall have the right to prohibit the use of any ROII-0p Container thatfa ll to comply wlm the provi,ion$ m this Section 6.0. F Abandoned Roll -Off Containers. Contractor shall not Abandon any RAN 00 Container used to Ovide Inserted Materials Collection services under this Agreement. If the Contractor Abandons a COntranor-awned Roll off Container, City may remove the pol1-0b Container and process an(] Depose of the inn tents. If the City read a Roll-0fl Container Abandoned by Contractor. the City may charge Contractor for the City's Costs incurred removing such Roll Off Container, Transporring, Processing, and Olsposmg of its contents, and/or the cost of storing such RollOffContainer. Contractor shall reimburse the City for such costs within burteer (14) Laden oar days of the date Of the Cil invoice to the Contractor for such cost. If the Domranor doe, not Pay the mvmce amount wuhin fourteen (141 days. the City shall become the Roll Ox (hnmalmr owner if the Invoice stated the City's Intent to become the Container o Pa tering of at least a Porn font. woe, Cin For the purposes of the Section 64.F,'Abandon means the following) 1onractor s failure m remove a Contractorowned '011 Off Container wrDlo five is) calendar days of receiving a written request from a Customer or the City or within five R) Calentl air clays after the termination of the customer service agreement between Contractor and the Customer, or Zr Contractor's failure to remove a Contractorowned RollOffContainer within ren u0f Counter days upon expiration or termreffam of this Agreement, except in the case where Contractor has been granted an expansion of the Term of the Agreement or Contmcmr has been grantetl a school agreement anhmiaing Contractor to Cullen and transport the type of types of malergls for which the Roll Off Container was used Pursuant to this Agreement City of Fre,n o Polls OH Agreement 0/8/11 Page dl hr 1r_HSONNEC A General. Contractor shall furnish such Shouted drivers, Maintenance, supervisory, Customer . clinical and other personnel as may be necessary to provide the services required by this Agreement in a safe and efficient manner. 9. Diver Qualifications. An drivers shall be trained and qualified in the operation or Collection vehicles, and must have m affect SAO license, of the appropriate class, Issued by the California Deportment of Motor Vehicles Contractor shall use the Class B California Department of Motor Veh¢es Employer Pull Norire Program "to Reactor it tlrivers for safety. C Safety Training. Contractor shall provide suitable operational and safety training for all of its employees Who operate C011epion vehicles or equipment or Who are Ot rmovies directly Involved in such Collection, Disposal, or Processing. Contractor shall train its employees involved In CmlemmI to Idendfy. and not to cult Hazard Ws West, or Infectious Waste. Open the City: request. Contractor Shan provide a copy of its safety policy and safety traimmg program, the name of ILL safety officer, and the frmoverl of Its community D Employee Conduct and Courtesy. Contractor shall USE its best efforts to re that all em lotto,,, present a eat appearance and conduct themselves nouous manner. Contraor Shall regularly train its employees in Customer courtesy, shall Prohibit the use oloud or protons language, and shall Instruct Collection employees to perform the Work as quietly as Possible If any employee is found ootid be courteous or net to be performing services m the manner required by this Agreement, COntaRor shall take all appropriate Corrective measures and shall pay the City lipuldated Damages as described in Section 114 and Exhibit A. E Employee Identification. While performing services under this Agreement, all of the Contractor s employees Performfield service Shall 'bedressed In dean clothes and shall wear houses that include the employee's name and/or employee number, and Contractors name, as approved by the City. ... WJA4e Ga] US WA STE III EC PION AN D HA SEEING A Response to Hazardous Waste fdenlfl during Call If Contractor determines that material Placed in any Roll -Off Container for Collection 15 a Hazardous Waste that may not legally be Disposed of ata Disposal Site or handled at the Processing Site, or presents a hazard To Contractor, employees, the Contractor shall refuse to accept such matedal. The Contractor 511,11 concert the Customer and ret me Customer to arrange proper Depa al If me Generator cannot be reamed immediately, the Contactor shall before leaving the Premises, m sla tag at ltwo Inches by as Inches IS x e' e him re windicates the reason for rrean rising m Collect the material and has phone number for Obtaining Information on proper disposal of the Hazardous Waste. Unite, no circumstances Shall Contractors employees knowingly Collect Hazardous Waste. If Hazardous Waste is round In a ROIbOHContainer that Could PDSUGIy result In imminem clanger to people or property, the Contractor shall immediately notify the City's Fire Department using the 911 emorgenry number. Cry of Ferro Roll Off Agreement 418111 Gage dd The Contractor shall notify the City of any Hazardous Waste identified in Roll Off Containers or left at any Premises within 30 hours ofidentiicabon of such material. H. Response to Hazardous Wastes MentlNed at Disposal Site Or PrOtxaaipg Site. The Contractor, or Is Approved Accurate or Decimal Site operator shall provide load checkers and equipment operators at the Pecerying or Disposal Sawift to identify Hazardous Wastes for storage In approved. an site, hazardous mal storage contained¢ Contractor hall make mate ade efforts to identity and notify the Customer Contractor shall arrange for removal Of the HazaNmis critics by permitted haulers in accordance with Applicable rave and reguptory requirements. If the Hazardous W artes delivered to a Disposal Site Or Processing Site by Cont racier before its presence is creeper and the Generator cannot be Identified or falls to remove the material after being requested to do so, the Contractor shall arrange for its proper DisposalThe Contractor may make a good faith effort to recover the cost f Disposal from the Generator. and the I rat of this effort. as well as the cost of Disposal shall be thargeahle to the Generator. C Regulations and Record Heel Contractor shall comply with emergency notification procedures requbed by Applicable Laws and regulatory requirements. All records requ✓ed by reguptions shall be maintained at the Contractor's facility. These records shall Include- waste ocounsel w tlon inventories, waste d votio arecords, inspection records, nu tlent pera, and calmng records — c hC7RIMINATION Contractor Stall not discriminate In the provision of service Or the employment of Persons eftho ed in petlarril of this Agreement on account of race, over, natural origin, ancestry, religion, gender, distinct status, sexual the icatlory age, rumored cal or mental disahihty in violation of any Applicable Levy _11 1 r Ir )If cut co opENATION WITH 311Y A Communications. 11requested, the Contractor shall meet with the City or ip agent to discuss recess, issues b mspecron by City. The Coo or its defended representapves, shall have the right to observe and review Commerce operations, Processing Sites and Disposal Sites used by Contranot, and e Cir Contractor a Premises for the purposes of such observation and review during reasonable hours without advance notice r Cooperate with City-Inirated Studies. Contractor shall cooperate with and abot the Cry or its 'Pell with tie performance of City mrater nobles of spur red Materials such ac ora limited ro, wane Characterization and composition sNtlies. nut City of Fresno Roll-0ff Agreement Page 23 Ill ARTICLE RECORD KEEPING AND REPORTING 711 Maintenanm of Records -onhatlor agrees to conduct data calendar, information and record keeping, and reporting Intends turned to comply with and to meet the reporting and Permitted MatOials program management needs Of City, the Act and Other Recllcable laws, and the requirements of this Agreement ihls Ali b intended to highlight the Plural nature of records and reports to be maintained by Contractor, and their minimum cOntent. This Articles not meant to comprehensively define what the remN5 and reports are to be and their content With the wdrten direction by or approval of Cliff the cloudand reports be maintained and provided by Contractor In accordance with this and other AT, let m maintained of the Agreement shall be adjusted in number, Format, or frequency Records and rendering may be revised to renew current record keeping and mapping requirement$. To the extent such regmremems are all Out In this and other Articles of this Agreement they shall not be tonsrderea Import urnems arlly complete. 7.1.2 Retention of Records unless mherwbe required in this Amer, Contractor shall retain all records and data required to be td ned by this Agreement for the Term of this Agreement plus five (5) years after its expiration or e eratertnmatron. Records and data shall be In Chronological order and readily and easily Interpreted 7.1.3 In xpertichn of Records Tiro Ciry, its auditors and other agent,, shall have the right, during regular business home to msoect specific dumments or records required by this Agreement or any other similar records or eports cur the Contnoo, that the try shall deem, at Its sole discretion, necessary to evaluate the COmravoh Persuaded, provided for in this Agreement. The CAR may make copies Of any documents it deems mlevant to this Agreement. The City shag provide Contractor wntten li at least three 13) Business Days Came m any inspection of these records, and Contractor shall retrieve and make available to the Any the requested documents and records at that time The City reserves this right to Inspect islands for the purposes of al me Contractors reports. reported Dissident level, and fee payments to the city. It an audit Conducted by the City. or 1,oroDqF,,s, finds. IF that the Contractor has made any intentional misrepresentation with respect to Imre Fees cores Or, the City leg, franchise fees or other fees dorm the hat in an amount greater than Sl Orle or 10% or the fees due to the City among the Period covered by the Audit whrthever Is greater, 11 it I that the Daviscn level 6 ontract addioonto any other remedies5available to the City, Tha recme shall ra reimburse theCCity for ttire City S ms incurred In the performance of the audit Such reimbursement shaft be paid by Contractor, along with cost, yConcludid fees and Liquidated Damages required by Section 116 and EMrced A, within mount Am calendar day, of the date the City Carols the Contractor of the amount due. City at Fesnm Roll Oft Agreement page IJ edits1 7.1.4 Record Searle Cmrvacmr shah follam adequate record security to preserve records from Events m can Mat be re nobly am Initiated such as fire, then, am earthquake. EiecvomaRy maintained data and records MOT be protected and Chaperon rs r, OaOG 7.3.1 financial and Operational Records reprmgor shall mountain accurate and complete acmunhnq records cm lnipg the underlying financial end positron, data Maung to and showing the basis for computatlmt of all revenues associated wort 0rm.drug Permitted Materials collation, TOMAPOrtanon. Processing, ReAdIng, Contractor, and DEPosal Ter ... i The accounting remrtls Shall be prepared In accordance wdh Generally Accepted Accounting Pr in PpAw MAAPI consistently applied. At a minimum, the following Operational remrtls Mall be Membranes by Contractor for City relating to A Customer account information and belling retards, B Tonnage of material Collected by type leg„ Solld Waste, Rerytable Material, Organic Material, or C& Ol listed by Processing Site or Disposal Site Where such materials were delivered Where Passible, information le to be separated by Residential and Commercial Customers. C Tonnage of Recyclable Materials, Organic Material, and C&D Diverted from Disposal by Contractor and sup sotmg demmentabon. D. Diversion level, which shall equal Tonnage Diverted by Contractor divided by the Tonnage Collecretl by Comrattar mWtiplied by 100, listed separately by month for the previous quarter. Tonnage covered shall model Permitted Materials Processed less residue Disposed E Residue levels of Processed OrCompoAed mate riaIs. M Wvgln tickets from fit Designated Deposal Site documenting the Tonnage of Sold Walt' Colleted whin the City and delivered to the Designated okposal 9Re, hill pmrrssing Sites dommodmg the Couple of Permitted Materials Collecretl within the Cly and delivered To the Approved Premssing Sure, and fii) Approved Disposal Sites documenting the Tonnage of read he cadenced to Approved Essential Sites by vehicle, date, and time A End use and markets for recovered cord ls. Contractor shag male records national to the city noon request. ].].E Customer Records Contractor shall maintain aararate and complete records containing the number and types of arcmmrs served y the Chi The records shall in at a minimum, the Customers name, tye Loon op, To one number, address Of MITOff Container delivery and Collection location. data of delir very antl Collimator rtom¢ed listing Of services performed type of Permitted Material Coleted, Tonnage City of from, Roll Off Agreement Page 15 q/g/11 DAIected.cent the amoum in a road to provide services. The IniaIran shall be Ten, tied to the City upon request 7.E.3 CERCLA Defense Records City view, Its allllity to defend Itself against Comprera lve Environmental Response, Compencatlon and Futility Act (CERCLA), and related 11 bgabon as a matter of great Importance. For the reason out city regards its ability to prove where Permitted Materials Collected by the Contactor are taken for Processingr ReryOing, Composing, Transfer or Disposal, as well as where they are not taken, to be Matters Of cancer, Contactor shall maintain, retain antl preserve records which can enol where y1firdleted Materials Cabected were Procene4 Composted, and Disposed (and therefore establish where they were not) Than provision shall Survive the expiration or earlier termination of this Agreement. Contactorshall maintain mese records for a minimum often(10)years beyond expiation earliernation of the Agreement m Contractor Provide these records to City (upon request or It the end of me record retention tender In an organized and Indexed manner atne, than desnoymg or Top nein g of mem. 3_NERAC REPORTING REQUIREMENTS The format Of earn report shall he approved by Cay. Contractor may propose report forma6 that are responsive to the opectups. Contractor agrees to mall a Copy Of all repetls and submit all reports on computer dis¢ by a -mail, or by modem In a format compatible with City's software and computers at o additional Charge. Contractor will provide a certification statement, under penalty or perllW, by the responsible Contractor official. that the report being submitted 15 true and correct to the best knowledge of such official aflertmir reasonablemiguiry.. Contractor bol submit monthly reports within Of J15) Calendar days of the and of each month If Contractor does not submit the monthly reports by the dates required m this Article. Contractor all pay the City Fpmdded Damages a, dpscrlbed In Seetlon 119 and Exhibit A. Coeracrm mall Submit had mall and e- mail all repels to: Solid Waste oivfson Manager city of Fresno 1325 El C)i street Fresno, CA 93706 'rl IFIL I REPORT The monthly report hall present the following Information, A Total Tonnage_ Total Permitted Materials Tonnage Collected by Contractor within the City during the previous quarter, listed separately by material type and by month. R Diverted Tonnage. Pernrced Materia@ Tonnage Collected by Contractor within the City that was Deserted duringthe typcal sooner, listed purpro eiy by material type and by month. City of Fresno Roll Off Agreement page 26 a/9111 C Disposed Tonnage. Permitted Mate rias Tonnage Collected by Contractor within the City that was mmosed daring the precious quarter, listed separately by month_ it Diversion Level Tonnage Diverted by Contracmr divided by the Tonnage Collected by Contractor multiplied by 300, Inters separately by month for the Pre Nous quarter, Tonnage Diverted shall reflect Permitters Materials Pmressed less residue Disposed E C$o. Tonnage generated from compupion and demolition permitted sitespermit n ting iM1e number, the site address, the Tonnage hauled, the date M1auletl, and the fa[ibt es to he eh IDB regional was hauled F. Disposal and Professing Locations. Contractor shall Provide a list of the your as and addresses of where Permitted Mammals Colli within the City during the previous quarter was Diverted and Disposed Such list shall hours the amount of Permitters Materials Tonnage prvertes n0/or Disposed at each location during the previous qua Re( and by month listed s¢pua[ely by material type G Revenues. Gross revenues Is g. cash receipts) earned on all Rolbff Container Collection, Tr unstructured Processing, Recyding, Composting, and/or Disposal 'i provided to Customers when the City during the previous qui listed separately by mronth, H Insurance, Updated nsurance certificates Account Inrom ellen. In tame format, the number of Customers whims the City limits served aw number of Boll-O!f Containers serviced per month listed by All Container type (Drop Pr or Computer), RoH ContalPer ser size, and listed separately by Prompted Material type. anb O d rngulady schedule service and unscheduled (nn-Cap)service. !. Contractor OlFrcen and Board Members. Provide a hit Of Contractor's officers and members of its board of d'Ireacmrs loop required With the December monthly report each year, or In the event ora hearten The officers or board members{ Then City miv des toe. right to request additional reports from Contractor, and upon City request, F. ' r ishan provide rnformatlon required above for the time proud requested by the Clry. It is the des reof tire Cary to track the above required lnformadon on an ongoing basis throughout the term of this Agreement, "I I ti COUNTY SURCHARGE REPORTING Contra Ctor acknowledges that G[y is a partyto that¢dam At 939 Memorandum of Understanding with the County of Fresno and cement other politicians dated January 6. 2008 fine MB 939 MOU"L and Further a,krowlnsiget hating receivers and reviewers a copy of the AB 939 MOO. The Parties agree that Centra Roc u a "lonsdaalon's Hauler, as that term Is used In Part IV, deeper H of the AS 939 MDU Contractor shall comply whh all requirements of Part IVH , Seaton of the AB 939 MDU that a re Lcable to a Jurisdiction ' s Hauleq mdud ng but not limiters to submittal of reports and payment of the AR 939 Sur,harge los that terms deXnetl in the AS 939 MOV). City at Fresno Poll Off Agreement 41 Pagers ARTICLE B FRANCHISE FEES AND OTHER FEES Comracmr shall sullen the fees described an this Section from Customers in mug Contractor s regular bnLngs andre ort calectetl amounts to Gry on a monthly basis as described In 5tt lon g.5. Fn aNCHISF FEE III consideration of the eNtlusive at provided Contractor herein, Contractor shall pay Franchise Fees o the City each month equal to lo% of actual gross Rate revenues is cash receipfsl remitted to Contractor by Customers for servlRs provided by Contractor under mu Agreement. DIFF I FS; The Cory may set otheradditional fees, as It deems necesary_ The amount, OR, and method of Payment and adjusmem process win be set In a manner Mortar to that for ether fees described an this Amde .s, 10RNT TO FEES CITY may adlusf the feet established OR this All annually at any time during the Term of this Agreement. "Milo SCHEDULE ANC+ LATE FEES On or before the 30th day of each month during the Term of this Agreement Contractor shall remit to City Franchise Fees and other fees as described in this Article. If such mmltunce is not paid to the City London the 30th day Of any month, Contractor shall pay, addition e amount awed to City, dm m m amount %nf th, mc owing for that month. plus an additional a%01 on any unpaid hoarse Or each following thirty 1301 calendar day period the and remains unpaid Each monthly rennttans, to City shall be accompanied by a statement uarrbzmg earn fee paid, dnelir (alLIOLUr of all fees slating actual gross revenues leis cash receipts) for the monthly period mlletted from all oliemtlons conducted or permitted by this Agraement antl staring the number and Elie of Containers ervmed by Contractor for the monthly period Each remittance including all suppoNng documentation Fall be provided to. Aron'. City Coro-otier. Finance Department City of Fresno )600 Fmmo sheet Fmsno, CA q3721 3624 City of Fresno Roll Off Agreement 4/g/] 3 par, 28 d: f iMENI Do FEES If Contractor believes It has paid Franchise Fees or other tees as described in this Arthur, in excess of the fees due to the Ery, Contractor may submit a request for refund to the olredoc If proof of overpayment & satisfactory to the mvi the Upward shall auroorae the City to Famed the overpayment to the Contractor. Character shall not apply any overpayment as a sort against any Franchise Fee be other amounts payable to the City, unless soecincauy, authorimd to do so by the areaor In wmmg. 1-..I. itch AR 43h oLlNrf sUIRW ARCE Ni to section 25, Contractor snag pay the County of Fresno an All 939 surcharge as a ac fcame m a cm rdance with the AS 939 MOO. ARTICLE 9 CONTRACTOR'S COMPENSATION AND RATES Contractor's mmpensatlon for performance of all Its obligations under this Agreement shall be If actual Rare revenues paid to Chitin be 9 Cash recelppl by Customers that Obtained Contractor's Collection services less fees dues to the City in accordance with Arahe 8, and flp revenues generated by the sale Of reflected materials Inverted from ouposal. Contractor s Compensation provided for m this All shall be the full, metre, am complete canteen sati on one to Contractor enforce to thas Agreement for all labor, equipment, materials and fall Pr ocesang. Composting, and Disposal Pees, regulatory fees, Clry fees taxi F r mance. bonds, overheat, mer bel profit and all other things necessary to perform all the services In Pie manner r uluue by this Attendant. P Contaco, s costs are more than Contactor s rnmpensasom Contractor shall not be commercial for the elf ... Insand revenues If Contractors costs are less than Contractorpens s comation, Convertor shall retain the difference - ., n:CHT TO SET MAXIMUM RATES The any reserves the right to anal maximum pates for Permitted Materials Collection se provided under this Agreement In the event that la) there are three or fewer cont ;noes I ve franchise agreements for rellecton of Permitled Materials, or l bl the Rare, charged nby the erncomes holding no" radical fancM1oe agreements for Collecom of Remained Materials are no longer contparablero those of other Jurisdictions, as reasonably determined by @G If file City chooses toexer I s right to set maximum Faces, City shall notify Contractor at least 190 calendar days prior to a5`d the date that mawmum Roles become effective. In sudr case, City will set maximum pates wRM1 City of Fresno RollOff Agreement Page 39 J19/11 nsideration of reasonable and necessary costs cung, m r Collection, PrOCEM ffiesp sh and Disposal rn ,Do wit d the IIt' n[mo of setting aemtum Ra res that win enable eaFirs, inciubing the Contractor, that havc executed NonExclusiveFanomve Agreements with the City for Rul Container Collection Services the ability to recover reasonable and necessary costs and a reasonable profit ,. 1 :a OR S RAT ES Contractor shall set the Rates it charges its Customers for Ri Collection services The Contractors Rates shall not exceed City estainlyl madimum Rates, if City exercises its rights under Section 9.d. ARTICLE 10 INDEMNITY AND INSURANCE F' elvmiflCATION Contractor shall ndfri defend with counsel acceptable to the Cly, protect and hold hamtlese the Cry and each Of Its officers, Ofbcials, employees. volunteers, and agents ForlealvelV, lndemniteesl from antl against ad claims, damages including but not limited to special, mnse0uentlal, natural resources and punitive damaelf, mrynq costs. Inking without limit Any and all response, remedlatmn and removal stsl,'Carter demands, debt, heti$, labdrues. Causes of pa in, sults. legal or ado nisi ative Proceedings, Interest, fines, Charged Penalties, and expenses including without limit attomemyroolve WI ss fees and costs In [u rretl m connection s' expert with defending against any of the foregoing o r in mforung TM16 mdemnhyl, Cobect vely. " pamages"I Of any kind whatsoever paid, Incurred or suffered Ely , or assured lig ains(mdemrntees arising from or attributable to the acts or omissions Of Contractor whether or not negligent or otherwise culpable, In rnnnectlon wttM1 or related to the performance Of this Agreement, except InM'oss or damage which was caused by the sole n,gjlgS,e, or wd'ful misconduct of the Ops Contractor s duty to defend and Indemnify herein shall include Damages arising from or attributable to any operations, repairs, cleanupor detoeflczi or Other plan regardless Of whether undertaken due to governmental action) renaming any Hazardous Waste Collected in the City, Contractor shall be repmred to Indemnify the City for costs for any claims arising from the As cessing Compmtmg, o hist, Osal of permoted Material,, including, taw not limited to, claims arising under the Comprehensive Environmental Response, COFFF) tion and Liability Act (CERCE-S) The foregoing lisnended to operate as an agreement m defend and Indemnify and bold harmless indemnities to the full client amnitted for bahlbty pursuant to Semon lollol of CERCtA, as LLL C. Section 9Gmfef and CaPmmm Foxi and Safnly Code Section 15354. n addition. Contractors duty M defend and Indemnity heron incudes an fines and/or penames imposed by the California Department of Resources Recycling and Recovery, subject to the restrictions et forth In Pubo[ Resources Code Section 40059 .1, if the requirements of the Act are not met by the Contractor"Ith respect to the permitted Materials Collected under this Agreement, and such tailore is dun m COuredo, delays In providing Information that prevents Contractor or Fill from submitting reports tounred by the Act lin a timely manner Cary of Fano Roll ff Ag,eemem 418/11 page ED This Provision will survor, the expioemn or earlier terminarion of this Agreement and shall Rai be construed as waver of rights by City to contrAdr ion of indemnity from third all I _ I.I 9 I pas NCE 10.2.1 Minimum Scope of Insurance Cali shall he at least as broad as: A Insurance Services OHheCommerced General Liability coverage.. I- Personal Injury c Contractual liability R , Insurance Services Office cowing AummobllesUablldy, code I'any aut0'. A. Worker Is Compensation insurance as yulred by the Labor Code of the State of California and Employers Liability Insurance. b. Such other Insurance coverages and limits as may he required by the Cltt. 10.2.2 Minimum pmi6 of Insurance Contractor hall maintain limits no less than. A. General Liability: $1,000,000 each Occurrence for botlily injury and property school $1000,000 for personal and advertising Injury $2,000,000 products and completed operations aggregem, and $2,000,000 general aggregate. P Commercial General Liability insurance or inner arm with a general aggregate liability S used, either the general aggregate limit shall apply WPerately to this project/location or the general aggregate limit shall be twice the required Omurenre limit 0. Automobile behind $1,000,000 per accident for bodily i nory and property damage. c. Voi Com pensadon Workers comcensannn rmrts as required by the Labor Cade of the Stare of Concurs, D Employer a Liability $1,Om0,W0 each accident for bodily Injury. $1,000,000 drearily each employee. $1.000,000 disease policy limit. E. Ponurmn Legal Liablity'. $1,000 WO per dsm/ccmmence and$2,W0pW aggregate for bodily injury, property damage, and remediation of wnturnmated site. 10.3.3 Deductibles and Self -Insured Retentions Any deductibles or sell Insured denrioner must be declared to and approved by the City At the option If the City either the Insurer shall reduce or oliw mtes such deductibles or off insured retentions as respects the Fly Its Officals and employees; or the Contraction shall procure a bond guaranteeing Payment of losses and related Install claim administration and defense expenses. City of Fresno Po0-04 Agreement Page 31 a/a/u laz n Other Insurance vrOppores The pollocsare to mntam. Or be endorsed to contain. the Tobacco provisions A General Llablltty and Automobile Training Coverages I The City Its officers, officials, employees, agents and volunteers are o be re coed is additional insureds as tnpectsa Away cards out Of aarmi@s performed by or on behalf If the Contractor, products and completed operations of the Contractor premises owned, leased or used by the Contractor ;0 mobiles owned, leased, hired or borrowed by the Contractor. The cover age shall contain no special limitations 0n the 'Cope of protection afforded to the City, to officials, employees. Or volunteers The automobile liability B endorsed to contain MCA90Coverage. e The Contractors Insurance Coverage shall be primary insurance as respects the City, its mil employees, and wluntects Any insurance Or top insurance maintained by the Oty, Its Officials, employees, or volunteers shall be excess of the Contractor sin Ncancer and shall not contribute With it. 3. Any Iodine to Comply with reporting provisions of the policies shall not affect coverage Provided to the Cary, Its Officials, employees, achromatic, <. coverage shall state that the Cmicactoes apparent, shall apply separately to each Insured I whom claim Is made or suit is brought, except with respect to the limits of the wr rs nabll ity. B. Warren Chronometric and Employers OabA try Coverage. The insurer shall agree to waive all "This Of subm gatmn against the City, its officers, employeed and council for losses curve from work performed by the Contractor for the City. C All Coverages. Each insurance policy required by this clause shall he endorsed to state that erase shall not be suspended, added, canceled by etcher party, reduced in coverage or on ams except after 30 calendar days prior written notice by court marl, return reccurs requested has been given to the City, 111 A¢eptabilite of Insurers The mswame polices required by Try Section and be issued by an insurance company or companies wthodsed to do business in the State Of California avid with a rating an the most recent edition of Best's Imwance Escom of sloe category VII or larger and a rating classification of A or better, 10.Eb Verification of Coverage [duration cast furnish Commandoes Ithamcme agent a COPY Of Nese specifications, and direct the agent tic provide the Cry with Cerifirate' of Insurance and with original endorsements affecting coverage retired by To efeme Issuance of documentation indicates the Contractors insurance complies with these precision, by c,rnncate' and endorsements for each imurance policy are to be sinned by a Tend, Intbmleed by that insurer to bmtl coverage On Its behalf. The certificates and endesencenis are To he received and approved Oy the City before wotk commences. TM1e City may require complete, certified copies of all required insurance Coleco, at any time. City of Fre sir parOffAgreement 4l&/II Pace N 10.2.7 Required Endorsements A. The Workers Compensation policy shall contain an Endorsement in substantially the following form, "Tunny calendar days prior written notice shall be given to the City of Fresno in the event of cancellation, reductern In coverage, or nom renewal of this policy" Director of public Vtilires Clry of Fresno 26W Fresno Street Fresno, CA 93M 3620 B. The Pon me real General finally, Business and Automobile Liability, and pollution Legal Lablllny polvell shall contain amusements in substantially the following form: 1. "Thirty calendar days prior written notice shall be given to the City of Fresno In the event Of cancellation, reduction In coverage, or nom renewal of this polity" Director of public Odlmes Cly of Fresno 26M Fresno street Fresno. CA 93721.3620 2 The City of Feet its officers. employees, and agents are additional Insureds on n [ms Policy 3 This policy shall be considered primary Insurance al restrict any other valid and mllecbble Insurance maintained by the Cuts of Fresno, Including any self nsured retention r Program of self-inha oro and any other such Insurance shall he considered stats insurance only a "I thdrahn of the City of Fresno as an Insured shall not Inch the City s rights as respect s a ny -re, demand, suit or judgment brought of recovered against the Contractor. This policy shall protect Comical and the City In the same manner as though a separate police had Leen ¢sued m each, but this shall Pot ops ate to 'Increase the Contractors brother as tet forth in the Policy beyond rhe amount shown or to whim the Contactor would have been liable if only one party had been named as an insured^ 10.2.8 Delivery of pmol of Coverage Smulaneouny with the execution of tins Agreement, Contractor shall fuml5h the Cfry certificates of each polity Of nvifagre required hereunder, In form and sub slap¢ sausfactoy to City. Such emrames shall showthetype and amount of coverage, effective dates and dates of expiration or and l have all required Bndiscements. If the Cir ach pmlug requests, Copies Of etogether worthshalall'movements. shall also be Promptly covered! to City Renewal umihmtes all he mrmahed conuabry to Cry to demonstrate mmntenan¢ of the related coverages diagram ram the Term City of Fresno RollOffAgreement illi1 Fage33 10 ZD other Insurance Requirements A. u a nY services are demandedto a Subcontractor me Contractor shall equire Inch Subcontractor to Provide statutory Workers Compensation Insurance and employer s liability insurance for all Of the Subcontractor's employees engaged In the work In accordance with Sections 10.3.2: and 10.320 and 10246. rhe liability insurance required by Section le.$, 3,A shall cover all Submntractms or the Subcontractor most MOST evidence of Insurance Poland by It meetlng all of the requirements of this Section 102 6 If at any time during the life of the Agreement or any extemioq Commorep Or any of its subcontractors fad to maintain any required Insurance in full force and effect, Commission Shall he In breach of the Agreement unto notice is receied by Cry that the regmred insurance has been restored to fou force and effect and that the premiums therefore have been paid fora pe rmd laboactory to City. Any failure to maintain the required Insurance shall be sufLemm ze for City to terminate This Agreement, No ended taken by City pursuant to this Section shall III any way oder Contractor of Its responnbdmes undertha Agreement. C. Th, Contractor shall comply with all requirements of the Insurers Issuing polloes. Re carrying of insurance shall not relieve Contractor from any obligation under this Agreement If any Claim eedmg the amount of any casualties or self Insured reserves Is made by any th'ntl person xga pt the Contractor or any Subcontractor because of any Occurrence related to this Agreement, the Contactor shall promptly report the facts In winning tco the insurance carrier and to the City P The Ccmn¢rtlal General handl Automobile liability, and Pollution Legal harder Insurance Peter" shall be written on I' occurrencerather than a"claims made "basis _ If Contractor is wtable to purchase Polluflon Legal Liability insurance on an occurmence form and must purchase ch insurance on a cardsmodeform: I The "Retro nater must m shown, and must be before The effci date of the Agreement or the commencement of work by Contractor. 3. The poise shall be endorsed to Provide not less than a 5 -year discovery period. This requirement shall forced expiration or termination of the Agreement. 3. If coverage is canceled or non renewed. and riot replaced with another daimsmade policy form with a "germ Date' prior to the effective date of the Agreement, Contractor must Purchase "extended memory'coverage fora minimum Of years followmgthe expiration nermlm ton of the Agreemen 4. A mpv of trio claims reporting requirements must be submitted to City for review, 5. These requirements shall survive expiration or ermination of this Agreement. City of hese, Rail D" Agreement Assort Page 34 ARTICLE 11 DEFAULT AND REMEDIES I HtiN IS OF OFFAl Earl, of the following shall comadgre an event of default f"Event of Default' I hereunder: A Contractor Fort to perform its obligations under this Agreement, or future amendment to Oct Agreement, mdutlmg, but not limited to, Contractors failure to pay Franchise Fees and other City fees In accordance with Article 8 or this Agreement, and the breach continues for more than 10 gltin eye Days after written notice from the City for ire correction thereof, g. torture I, tto Divert 50% of the C&D, ]o% of the Recyclable Materials, and 903a of OrganiM nab Collated In the City as required by Section 5.3 0l this Agreement after Contractor 6 given an uthertumry to remedy the nonperformance as described in section then c. cry representation warrant, or disclosure made to City by Contractor In c rnneamn seam or as an mituoemore to entering into this Agree r any future amendment to this Agreement, Survey which po be false o misleading Int any material respect as of the time such representation or di,cl0sure I5 made, Whether or not any such transfen[atloq warranty, or disclosure appears as part of this Agreement D. Ohio 15 a seizure or attachment roma than a preJudgmentammmenr) of, or levy affecting transson on, the operating egmpmem of Central Including without limit its vehicles, r office faNlties, or any part thereof of such reception as to mastanually impart Contractor Maintenance ability to perform under this Agreement and which cannot be released, boned or Otherwise lifted within 08 hours replacing weekends and fidudow, Contractor tiles a voluntary oeGtion for debt relief under any applicable banouplry, Insaven y debtor relief, or other eimJar law now or hereafter in effect, or shall consent to the appointment of or taking of possession by a receiver, liquidator, assignee (other than as a part of a transfer Of equipment no longer useful to Contractor or necenary for this Agreement, C, whother than as security for an obligation under a deed of trustcustodian, stodian, sequestrator irr ofroluf of the Contractor for any part of Contractors Operating assets or any substantial part of Contractors property, Or shall make any general assignment for the benefit of Contractors creditors, or shall fall generally to pay Contractor s debts as they become due or shall take any action In fudoerance Of any of the Containing, A ... s hamng jurisdiction anon enter a decree or order for relief n respect of the Contractor, in any lCase ought under any bankruptcy Insolvency, debtor relief, or anchor w now or t reakeriym n effect, m or Contractor shall consent or tall appose any such proceeding 11 tory such carry shall enter a decree or order appointing arer, liquidator, Pasal •.foci,,, trustee,sequeNamr (or sfm8er norma of the contractor for any parr of the Contractors opo acing equipment or assets, or orders the wining up or liquidation of the affairs of Contractor, City of Fern, Poll Off Agreement Page 35 i/8/li 11- I ERMiNA TE tTPON DIFF A CRT Upon a default by Contractor, the City may terminate this Agreement gdM1ln 10 calendar days of the default but no later than 180 calendar days after the default Such termination shall he effective 10 calm Nr days follmong the City s written notice to Contractor, and such termmaoan had be directed without me need for any hearing, suit, Or legal action. I., I" S Hf MEDIFS CUMIItATNE SOPORIFIC PERFORMANCE The City right to terminate 01 Agreement under Section 11.2 is not exclusive, and the duty's emtinanmt of the Agreement and/or the Imposition of oqulaated Damages shah not Constitute an leve nonmos eem. Instead. these rights shall be m addition to any and all Omer legal and denRide eights and remedies which the City may have. By an" of the nature of this Agreement, the urgency of timely. con[muous and high quality served, the timelead regtji,tt to effect attenuation servo, and the rights granted by Cpy to the Contractor, the r metly Of damages for a breach hereof by Contractor Is Inadequate and Gay shall be imbued to fillinclive relief. _. 1 IDIr fEC DAMAGES A General. the Partes find that as of IM1e time of the execution of this Agreement, it is impractical. If not impossible to reasonably ascertain the extent of damages wMCM1 shall be in .red by CITY as a result of breach by Contractor of its obligations under the Agreement. The factors relating to the rmprddcbillty of ascertaining damages Include but are not limited o e fact that'. lir substantial damage results to members of the public who are added - or denied quality of reliame service: 4r, such m breaches cause convenlence, anxiety, frustration, and aerhavatlon of the benefits Of the Agreement to Individual members of the gene al public for whose benefit this Agreement exists, In mbehad, ways and if varying degrees of Infinite which are incapable of measuremem in proton monetary terms, Bill that q might be Popularly at substantially lower Costs than alternative se and the mo ting from denial of services or denial of modify or reliable es ice Bible t "Pulate m precise monetarythisereemivicesrm rs for such breaches, and Omer reel re,eat besydafo means of boors ncorreRl ng and not remedies which make the public whole for past breaches. If. 5ervice Performance Standards; Liquidated Damages for Failum to Meet Standards. The Prties further acp knowledge that moslstent reliable Roll Off Collection, tce Ong, and DISPOCI service Is Of utmost Immiumnre to City and that City be& considered and rend On Contra Rore representations as re Ds quality of service commitment In a brig this Agreement The Turner mmgniee that some quantified standards of performance are necessary antl appropriate to ensure consistent and reliable service and performance. The Pares further r coP,nnO that If Contractor falls to amleve the performance standards, or falls to submit required documents in a timely manner, City and Its residents and addresses will suffer damage, and thatand will be, impractical antl seriously difficult to scertein and determine the exact amount of damages that City will sufferTherefore, without prejudice to Cityt light to treat such non-performance as an event of default under this grtltle, the Parties City of Fresno RolfOffAgreement 9/2/11 Page 36 aDone that the counted Damages amounts established in Exhibit A Of Agreement and the muowmg Liquidated Damage amounts represent a reasonable estimate of the amount of such damages considering all of the circumstances existing on the Effective Date of this Agreement, eluding the relationship of the sums to the range of harm to City that reasonably could be anticipated and the anticipation that proof of actual damages would be costly or Imprache Contractor agrees to pay las Dquidar ed Damages and not as a penalty) the amounts set feet in the Schedule of Liquidated Damages, Exhibit A. City may determine the mmrrence of events giving rise to Liquidated Damages through the observation of its employees or representative or wroth abon at complaints by Cwtomere a mpants and Generators nonrated Damages will only be assessed after Contractor has been given the opportunity hot failed to rectify the damages as described in this Agreement Before annoying Liquidated Damages, they, shall glue Contractor notice of its Intention to do so. Than nonce will include a brief description of the barge ls) and/or nomprrformi The City may review land make ropms at :is own expenses all Inf nmatmn In the possession of Contractor relating to Inudentlsi rine no, performance. City may, within m calendar days after Issuing the nonce, request a meeting with Contractor. City may pees cardence of non- performance in writing and through testlmony of Its employees and others relevant to the local and nonperformance City will provide Contractor with a written explanation of as determination on each Impacts) and reen performance prior to authorizing the assessment of Liquidated Damages coaer[Ms seting, ll a. The decision of City shall be goal and City seal, of be subject to. or reduced to exhaust, any further administration remedies. C Amount. City may assess Imulaated Damages for each calendar day or event as appropriate, that Con"fiar is aete,mi ned to be liable In accordance with this Agreement in the amounts sverdieam Dbibt A MCI to annual adjustment described below. The amount of bquidand Damages specified in Exhibit A shall be adjusted annually nn the an . ver ary of the Effective Date. The parent shag be rounded to me nerest do oquidnoed Damage sehal be a hutted to reflect changesnMe Crim erPrcelnaex- Al Urban Consumers (CPI U) compiled and published by the U.S, Department of Labor, Bureau 01 Labor statistics or Its successor agenq, using the following Bureau of Labor StAturi parameters Not seasonaly Adjusted Area - Los Angeles Recroide-0range County, CA Item -AII Items Base Period -198284=100 The formula for annual allotment is as follows'. All mod Liquidated Damage TheircurrentGqulaated Damage Amount Amount most CurrentCPI-D/prevmus 12monthAct City of Herm Rall ft Agreement Page 37 4/8/til For example Current Liquidated Damage Amount '$150 W Mint recently published index (January 2010(- 320.610 Index published 12 months prior to most recently mil Index hanuary 2009(= 220.219 Adjusted Liquidated Damage Amount- 5150 W x. 1224 610/220 219)- $152ba If the CFtu Is discontinued or revised during the Term by the United States Department of lI such other government index or computation with which It is replaced shall be used In order to obtain substantially the same result as would be obtained If the CPI had not been m-mntmued or revised D. Timing of payment. Contractor shall pay any Liquidated Damages assessed by City wubbt 10 enaai easy of the date the Liquefied Damages aura well If they are net pail within the 10Jayperiod, City may order the termination of the rights or "fiancee" granted by this Agreement _r+ 4RSION NONPERFORMANCE If the Contractors Diversion level is less than 50% for C&D, less than 70% for Recyclable Materials, and/or less tram 90% for Organic Materials Collected in Me City lora monthly reporting period, the follown,g steps shall be followed by the City and Contractor. A Warning. The City shall Issue a written warning to the Contractor within 30 calendar clays of 'curt of the Contractors monthly report documenting the Diversion level for the monthly reporting periodThe warning notice shall specify the amount of time 1,e correction period") ,e City gams the Commvor to improve its performance and meet the. Diversion requirements defined in Section 5 3, 0 Opportunity to Improve Performance. The Contactor shall modify OS Collection, Processing, Doctors and public emotion and outreach programs Isubfeat to the OWs approval) to morieve the Average least At the end of the correction period. Contactor shall submit a Turn report To the Ciry identifying the Dive vel antl providing the m po cling If me City determines that the Diversion level equals o transitionsteastransitionn requirements deflnedlo Seon 5.3.the Contactor shall continue To perform services fit soma manner as to maintain or Improve the Diversion level and the City shall waive Its rights to sedwhrsteps outlined in subsections C and D ofthis Section 11.5 during the remainder of Too amen repgrtng period. C. Liquidated Damages. If the Contractor fails to Improve the Diversion level s o that It is equal to of greater than Diversion requirements defined in Season 5.3 by the end of the correction period granted In subsection A of this Semon, the City may Ids, and Contractor shall pay, Liquidated Damages described In Sectlon 114 D Termination of the Agreement. If Contractoes fails to achieve a Diver ion level that equals or exceeds Diversion requirements defined In Second 5.3 within sixonths of the date the Ourliq levied uidated Damages, the failure to meet the Diversion requi mens d0fr ed In Settion City of Fresno Roll Off Agreement page 38 4/8/11 5 3 shall be emotional annt of default and the City may terminate the Agreement In accordance with Seamon 11.2eV 116 CONDITIONS UPON 11RMPRATION In the event this Agreement is terminatetl under the provisions of this Article,the following conditions shall be effective. A. Prohibit Rall -Off Collection Services. Contractor shall have no right 0, authority to engage In Rai Off Churches services In the City for a period of five years from the date 0f murnmatlon. After five years, should the Contractor provide proof that the event Causing the Contactor to default under this Agreement has been corrected, me Contactor may reapply for a non exclusive Roil Collection service franchiser and me Cityr at the sole and complete discretion othe City, may reinstate the Contactor based on review of as reappucanon B. Continuing Uabilmtles. Contractor shall remain liable to the City for 1. Fees clue In accordance with Article 9 that would otherwlse be payable by the Contractor. d. Lqm dated D mages assessed pursuant to Section 114 3. Reports required by Article J for Roll Off Collection activities performed by Contractor up to anbindubing the date of termination 4. Indemnity obligations under Seaker 10.1. S Ross keeping and retention obligations under Sectors 1. l and 712. L Release Customers. and Generators from Obligations. Contractor shall allow Permitted Materia is Generators sordid by Contactor to arminge for Permitted Materials Collection with hauler authorized to perform such services. withopenalty Or liability for breach of ut cnntraet between Contactor and Its Customers or Generators. O. Remove Roll -off eontamemd contractor shall remove an of Connection Roll OR Containers from all of Contractor's Collection locations and shall properly Rerycle, Pori Cori o Rom, of Permitted Matenalsm such Roll OR Containers. ARTICLE 12 OTHER AGREEMENTS OF THE PARTIES 1 ATIOFIG HIP Of PAR TIFS The Parties Intend that Contractor shall Perform the services required by this Agreement as an Independent Contractor ngaged by City and not as an officer nor employee of the City. nor as a partner of. or Joint venturer with, the City. No employee or agent of Contractor shall be, nr shall be deemed to City of Fresno Roll Off Agreement Page 39 419111 be An ✓mpluyee 0, agent Of the City Except as expressly provided herein, Contractor shall have control err the manner and means of conducting the Roll Off Container Collection ComopmtaoonProcessng, Recycling, Consultant, and 0sposal services performed under this Agreement, no all persons remaining sume Contractor shall be solely responsible for the alts amm Or of Its ploKes officers, em rvSubcontractors. and agents. Neither Contractor nor is Officers, employees, Suhcontracmrs and agents shall obtain any rights tot benefits, workerscompensation benefits. or any Other benefhs which accrue to City employees by virtue of their employment with the City. L. it PONT' AND LICENSES Contrac4r shall obtain and maintain, at Contractors sole cost and expense, all permits and licenses applicable to Contractors operations under this Agreement which are required by any govenonental a RenaV .1 1 Ia.NCf WITH LAW Contractor shall, at If Rimes. at its sole cost, comply with all Applicable Laws. - _I. reeac IAW Th, Agreement shall be governed by, and mnSroed and enforced In accordance sea, the laws of flute of Cult orola. � ,7ION Any lawsuits between the Parties arrsmg out of this Agreement shall be brought and concluded in the retire of Found County In me State of California, whim shall va naradiative tuns, icron Over such lawsuits With respect to venue. the Pates agree that this Agreement is made In and will be performed in Fresno County , turl ON S!ICOEaSOnS The provrams of this Agreement shall r note to the benefit to, and be binding On the moreover, and occurred actors of the Panics ' ':13NrnEN* topic Party shall assign it, right, nor delegate or otherwise transfer itobligations unite, this AS.e¢m ,at moerr Person without the a.... waccount of mnin e e, Pang Any ... essienment made wntobout the consent of the other Party shall bevoid and the attempted assignment City of Resno Roll Off Afactr f Poor 40 4/tl/t1 shall constitute a maternal breach of this Agreement. Under be dreum4ances shall any assignment he considered by City If Contractor F an default at any time doing the period of consideration. C "TIES IN INTEREST Nothing 11 this Agreement, whether express or Implied, I5 intended to Mi any rights on any Persons other than the Parties to it and their representatives, successors and permitted assigns. the waiver by either Party of any breach or violation of any provisions of this Agreement shall not be deemed to he a waiver of any breach or violation of any other provision nor of any orbital breach it n of the same or any other provision The subsequent acceptance by either party of any Robot which accord, doe hereunder, shall not be deemed to be a waiver of any pre-existing or r onion em breach or whomen by the other Party of any provision of this Agreement. ICT PROCEDURES All notices demands, requests, proposals, approvals, connotes , and other mm ermufto e whim this alinement requires, authorizes or contemplates all, shall be in writing and shall either be personally d ive nd to a representative of Portion at the address below or deposited fn the united States mall, tint class postage prepaid, addressed as follows'. A. It to City Public Utilities Director City of Fresno 2500 Fresno SL, Room 3065 Fresno, CA 93721 Floyd 8_ If to Conrrttr�mttor 1 -(es.< LA IA311b Thr address to which communications may be delivered may be changed from time to time by u ,,tree gwc nn acwrtlan" with this Section. Pierce seal be deemed Rose on the day iris mompny delivered as, if moues. Three calendar days from tt,I dal ms deposited In the man. Cly of Fresno RollOffAgreement Page 41 IER11 _I iNTATIVEsop n+e PARTHES References In this Agreement to the "City " stall mean the City Councll and all axiom to he taken by the City shall he Taken by the city Councl except as provided below_ The City Ca l may delegate, in wdting, authority to tie Director and/orm other City officials and may permit such oHldek, in tum, to delegate fn writing some or all of such authority to subordinate officers The Contractor may rely upon actions taken by such delegates if they are within the scope of the authonty properly delegated to them. The Contractor shall, by the Effective Date, designate In writing a responsible officer who shall serve as the representative of the Contractor In all matters related to the Agreement and shall Inform the City in writing of such deiignaton and of any limitations upon his or her authority to and the Contractor . The City may reky upon action taken by Turn designated representatioe as actions of the Contractor unless they are outside the scope of the authority delegated m him/her by the Contractor as mmmumm ed to City e!IN. ArcTIVmveF{Ory FRACTOR 12.12.1 Criminal Activity Far purpose of Ihn Section, Criminal Activity shall mean any of the following events or circumstances'. A. connection. The entry against any Contractor Party or its officers, of a Ghoul lconviction ora perm.... l mandatory or prohibitory Injunction from a codes, emendable. or regulatory agency Fit competent jurisdiction, based on acts taken in his or her official capacity on behalf of Contractor who respect to. I Fraud or criminal offense in connection with obtaining, attempting to obtain, two unng or performing a puhbc or private agreement related to mumdpal Solid Waste sciences of any kind mcluding Collection, Transportation, transfer Processing, Recycling, Compoffire o Disposal), Indudlngthir Agreement Occur amendment thereto, 2. Bribery or atlempting to bribe a public officer or employee of a local, State, or Federal agency, 3. Embeae lament a ring, false claims, false 4ammeor, Imgery, falsification of der l of records Farmers mm e, Thawmgly receiving stolen property, theft. or moupram (failure to d'gema.I of a fenny: �r 4. Unlawful tlisposal of Hazardous Wastes, the occurrence of wh¢M1 any Contractor baby knew or should have known. S. Violation ofantitrustlaws, Including laws relating to price-fixing, hid rigging, and sales and market allocation and of unfair and end -competitive trade pr,cTm,, lawsi F, . Violation of securities laws i and g relooll City o1 Freano Fair Off Agreement Page 42 4/N/11 B . Pleas. Entry of plea of "gultoc •nuln runienderes o a tl by a contractor Party based on acts taken In his, her, or Its official capacity on behalf of Contractor with respect to the conduct described in preceding Section 12.121A. 12.12.2 Pumps, Cwtachor shall n0ry Ciry In wnfng wnhm five calendar days of occurrence of any Criminal Acnvoyby any Contractor Party 12.12.3 CentractoYS Cure Upon occurrence of any Criminal Activity. Contactor shall immediately do or cause to be done An of in, followings A terminate from employment or remove from office any offending appeal Contractor Party, unless asem erwise directed or ordered by a court or egulatory agency of competent Jurisdiction authority, and unless that fortnight would constitute a breach of any labor agree many enteredImo by furnaces and B ESmirate participation by any offending mdmroad Contractor Party In any management or decision activity that affects 0 could affect grocery or indirectly, the performance of the Contractor under this Agreement 12.12.4 Transfer and Hiring Contractor shah nat allow ora some to be slowed to hire or transfer any inadual from any Parent Company or arbitrary company Nior business entity of Contactor who has committed criminal Activity rea Contractor representative field successor, officer, or dire rm who a directly or Indirectly rey sponsible for performance of this Agreement without obtaining prior written consent of City. following lull dlsdowe to City of the facts and circumstances surrounding such Car In al Activity, 12.125 City's Remedy n file event of any occurrence of commit Activity. the Civ, in its sole discretion, may terminate the Agreement within 30 calendar days winter notice to Contractor, or may Impose other coal Iwhim due include bnannal sanctions. temporary Ommum s, on any otter ,notion deemed appropriate ,hurt of Inteoil as It will deem proper, In the folliwing events A Cirnn,mortwis to mmplywith Restraining obligation Of Section. or 9. fire Criminal Anyway concerns or relates directly ormilredly to this Agreement mrachor shall be Riven the opportunity to present evidence in mitigation during the 30 -calendar day nonce Turned .u,r'. vL OOMENT OF PI JERK RESOURCES CODE SECTION 49520 NO 1'h It Cnmmcmr has Inanely provided .solid waste collection services In the CM for more than three (3) years earn to July 1, 2011 land a therefore entitled to the notice prowled form Public Resources Code Utah, Confo Rei shall consider overrun, of Iters Agreement by the CIN as City's notice to Contractor, pursuant to Public Resourms Code 49520, chat Contractor may provide service for a period of five (5) City of Theme Routruf Agreemnnh Page 43 4/tl/11 years beyond July 1, 2011, after ii time the Cry has the right to establish an er0r6rve franchise collection avaem. ARTICLE 13 MISCELLANEOUS AGREEMENTS 111 ENTIRE AGREEMENT This Agreement, Including the Exhlblts, represents me full and entire Agreement Interco the pardon with mspert to the matters layered herein. ..'SACIV.]: The article headings and certain headings In the Agree De re for ... menafrnl of oy and a ended to be used in the construction of This Agreement nor to alter or affect any of Its pro mons `[PEKES TO IAWS All references in this Agreement to laws shall he Understood to Include such laws as they may be surrepuenrly amended or noodi ied, unless other diespenflically provided. FF .ELATION Tits Agreement shall be interpreted and construed reasonably and neither for against either Party, regardless of the degree to which either Parry paniciWted in i stlrafting. PRONOUNS AND PLURALS I TENSE VVI ere ,in the onely, worry and pea see in the pre nad l e the future. and words and phrases used m the singular number inthe plural number Whenever the may regmre; any pronoun usetl In this Agreement OUT inclutle the orres pending mosmline, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall Include the plural ,,it yea recta. C[V of Frenm poll Off Agreement Page 44 4/9/11 .. _ I. ONFROL me captions of the AmCIE s or Set lmns m this Ancentient arefor convenience ony and in noway dee^e, limit, end or describe the scope or minentof any of the previsions hereof, shah ml be deemed pan of this Agreement and shall not be used In commaing or Interpreting this Agreement, I, rcli L°NGNIE Ni This Agreement may not he modified oramended In any respect except In writing signet) by the parties, I I VE RA RI LITY P any man material provision of this Agreement is for any reason deemed to be invalid and enforceable, the invalidity or unenforceashity, of such provision shall not affect any of the remaining provisions of NIs Agreement, which shall be enforced as If such invalid or unenforceable provision had not been contained herein. NT 'is F RTS I his Agreement may be directed in counterparts, each of which shall be considered an original. I..,o F.t1116R': Exch of the Exhibits Identified as Ernst "A" through "0' is attached hereto and Incorporated herein and made a part hereof by this reference. Coy of favors Poll OH Agreement page 65 A/gm IN WITNESS WHEREOF, the Vales hale Crated! the Agreement to m executed on the day and year flrot ahove written. CITY OF FRESNO A ehma ed Corpora�ti/on/n r olreaor 9wwovEo As To FORM DHy the Manager ATTIOT CONTRACTOR Name c L.n. Tole gyp. -\2�ana. \Ztb3 All SN.o � ��J11b Gy L SOS b net of Theron RailOffAgreement page 46 A/g/lT EXHIBIT SCHEDULE FOR LIQUIDATED DAMAGES Contractor may be assessed Liquidated Damages It Contractor falls to fulfill is obligations won re5ards to the events listed In this En0lhlt in accordance with the terms and conditions of tee Agreement with regards to the time frame to, accomplishing each event and nature of the responsibility roso ad will Ole event unity, otherwise stated In Ibis Exhibit. 1. DNerson Failure to achieve antl m of SO% the 5,000 or Diversion pnr month of all C&0 Collected within City, ]OM 10% Of ante Diversion per month of all Recyclable Materials Collected within the rreceived for City and 30% of all Organic Materials Collected within the City providing Miry Peryrials, and Organicebal5 roc lty for w day the most recentlt- nth eenod z. teaks, use, or Spills . Foramo over five ding a calendar $3001 event year of unreasonable forms e Four or spills of PerndRed Ma[erial5 near or nn publicc sheets and failure to pick up or clean up such ma(erial ( di eately 3. Unauthorized Collection Hours. For each occurrenceover five during $300/ event d ar en year of Collecting Permitted materlalscomng unautinumed hours A . Excessive Noise. For each occurrence over 10 during a calendar year STI event ofexcessive 5. CleaniogCollection Vxml For each occurrence over five during $150/event intends, year for explore to keep Gollenlon vehicles In a safe and t_arv_Finnish. fi. labeling of Roll Off Containers. For each occurrence of Contractors Si event plain to correctly label Contractor awned Roll n Containers Un corviance with Section Ga. q. J Dbc u5Oehawa r. For acho nc of disc us behavior5500/event o by Cullet venire noel, customer service personnel, or other 'ams ayeesuofContach" 8 Injuries to Oihers. For each incident of personal Injury to a Person $5.000/'moment ,equumf medical treatment or hospitalization where the negligence of the Contractor or its personnel was a contributing factor m the jury 9. Monthly Ibdob. Failure m submit monthly reports In the timelrame $300/ day' ecrhed in this Agreement. 10 Report Hazardous ocanythe For Each failure to notlty One appropriate $500/ event industries of reportable quandaesof Hazardous waste. A-] Fit Fo`me of Other Obligations. Failure to perform any of the oblligationv $150/ harden vet fforthPci In this Agreement not Sp flcally stated above d not obi l gat on per day Anal M or or processing m good faith to correct within 34 hours upon obligation is forlmrae0 24hournotification by City coilnly reports shall be ctendered late until such time as a correct and complete nnmm reNi by Cry ender day a repnt is late me asp sgri tl area oamgeshdIbeav indicated In the monthly reports section Badly. In placing designees Initials at the places provided, each Party specifically mn4chs the ordinary of the s emade abase and the tact that each party has had ample opportunity ro consult arts legal del and happen an eureft tmn of Lqurdeed Damage pm Wsions of the time that the Agreement was matle. Contractor City Irnual moo7&d, Initial Here'. V A2 EXHIBIT B SECRETARY'S CERTIFICATION The undersigned, being the Secretary of isstc,a Cmi 'i California corporation l"the Company 1, do hereby sort that the following resolution was adopted by rhe Board cit Isneaors of the Company no that such resolution has not been amended, modified or rescinded and is In mu force and effect as of the date hereof. RESOLVED, that \%ii, be, and hereby Js, authorized to &mLote by and on behalf of the Company any and all agmemei maboments. documents or papers, as nlahe may deem appropriate or necessary, pertalNng to or relating to the Non Exclusive F rri fir,emene between the City of Fresno and Company for Roll Off Container Collenlvn. Transparence Processing, Recycling. Cotnporting, and Disposal of Performed Materials and that any such action taken r, date is hereby ratified and approved_ Wted. Lgl ZS cc M Signature TltT This page intentionally blank EXHIBITC AND REVRESEWATIONS Ihe undersigned lorry, only authorized to bred the company submitting this application has reviewed the requirements of the cal exclusive franchise agreement for Roll Of( Collection, Traremorrg, more .rig, Rerydin& something, and DisOosal science for Solid Waste, IsSehi le Mal rials, Organic Materials, and C&O Its exhibit, and reference documt ent& In addition the undersigned attests that this application and any other supplementary Information submitted with this apRll[atlon do not II contain statementone ,true ofd mityral fact, flilm misleading mfonnatlon, or fill omit to material fact that sari m make the statements made m light of the circumstances in which th they were madenot nalski scissors (ass _io—,—,z0. -f 4Wl%ky Print Name Date C.E.o Tine company Name sign the This page intentionally blank "HIRFrO APPROVED PROCESSING AND RESIDUE DISPOSAL FACILITES The following facillnes were selected by the Contractor and approved by the Cry APprOVed CdO Processing Site Approved Organics Processing Ste WIRY name QQPt:� Facility address 345 S. f+da_r SWIS number Owner Operates W�+S Approved Rerydahks WaaeRNg Approved Deposal Site Site (AppliuhlBFor Residue Only)- Fannyname ep¢� A4\ \c.v��.�s Facility address 3�ts� s C.det 135So SWIS number GwK j Owner Operator CgyTr] �'f i9v.e Approved Reo/dableas pro eed" Approved Disposal Site Sita (Applicable for Residue Onlyl' Earh"name �mCC OF S Q Facility address b40\ asc. Vb� SWIS number Owner Operator • All Send Waste ehallbe Dlposed of at the OengmtM miposal Farndy. Cnntrannr Fly Intel Here &er— Addal : meHere.