HomeMy WebLinkAboutFNF Roll-Off Service - Non-Exclusive Franchsise for Roll-Off Collection ServicesF -N -F Rol].OB Service
Roll -OH Franchise
NON-EXCLUSIVE FRANCHISE AGREEMENT
BETWEEN
THE CITY OF FRESNO
AND
FOR
ROLL -OFF COLLECTION SERVICES
t��)nl 'L i ,2011
NON-EXCLUSIVE FRANCHISE AGREEMENT
BETWEEN
THE CITY OF FRESNO
AND
FwF Rall-ai sedoote,
FOR ROLL -OFF COLLECTION SERVICES
This non-exclusive franchise agreement (Agreement) Is mane and entered into this 2_ day of
i1.. �. zD It , by and between the City of Fresno, a municipal corporation, (City( and
RECITALS
The Agreement is entered Into with reference ta the following faits and circumstances
WHEREAS, the Legislature Of the State of California, of enactment of the California Integrated Waste
Management AR of 1989, codified at California Public Resources Cade Section 40000 et seq. I"Air) I.
has declared that It is in the public interest to authorlae and require local agencies to make adequate
provisions for Solid Waste Collection within their jurisdiction; and
WHEREAS, the State Of California ("State") has found and declared that theamount of Solid Waste
generated in Caddo nia, coupled with diminishing landfdl space and potential adverse environmental
impacts from landfilling and the need to conserve natural reni have created an urgent need for
State and local agencies
to arcun
and implement an allgrembe integrated waste management program.
The State has, through enactment of the Aft, directed the responsible State agency and all b al
agen n s. to promote Disposal Site 0lvermand to maximize the use of feasible Sand Waste reduction,
iPeRecycling, and Coromandel Options in order to reduce the amount Of Solid Waste that must be
Dlsppse l of In Disposal Lies; and,
WHERE". the Act requires local agencies to drven 50% of discarded materiels from landfills; and.
WHEREAS, the City Coundl established goals of achieving 159 diversion by 101$ and aero waste status
by 1015 On lune 26, 2007, and approved a Zero Waste Strategic Action Plan On February 11, ZN9; and
WHEREAS, the City finds that reading, Rerycling, and Composting Recyclable evil Organic
Materials. and Construction and Demolition Debris (Ul and beneficial use or recording of Organic
Mat lalsivial to fui the City S eHmlS to reduce said Waste Disposal and comply with the Aa
City's a
and the zero waste goals; and
WHEREAS, pursuant to the powers granted the City as a charter city by Article 0, Section Sial of the
California Constitution and Article All of the Fresno City Charter, the Gty has dearromm N that the public
health, safety, and well-being require that a frandjse agreement defining ran exclude a rights be
awarded to qualified companies to provide for the roll -o0 container collection of Permitted Matenals
City of Pursue Roll-0fl Agreement Page 1
MR/11
Oxcent for collection of materials attached in the City's Municipal Code, and ether services. related to
meeting requirements of the Act; and
WHEREAS, the City requires all haulers providing Rall -Off Collection servius far Permitted Materials in
the Pry to obtain a non exclusive franchise In order to regulate this business, ensure Its orderly
operation. achieve its diversion goals, and to Canonize the potential for adverse effects it may have on
the local environment; and
WHEREAS, the City Council has determined through an application process that the Contractor, by
demonstrated experience, reputation, and capacity, Is qualified to provide for the Roll -Off Container
Collection W Permltted Materials within the corporate limits of the City and the transportation of such
amml to appropriate places or Reryc ling, Processing, and/or Disposal, and an provide Insurance
consistent with the Pays requiremants. The City Council delves that Contractor he engaged to perform
such senates on the basis set forth in this Agreement, and
WHEREAS. Contractor intends to use the City's streets, alteno other Punic rlghts-of way, and
infrastructure to provide Rall -0H Collection services to the Cors residents and businesses; and
WHEREAS, the City intends to reset" just and reasonable fees item the Contractor for Cists
admme ration of the Agreement and for Contractors use of the City streets, alleys, other public rights
of way, and infrastructure which the City may lawfully Impose and the companies are obligated to pay;
antl,
NOW, ME UORE, In consideration of the mutual promises, covenants, and tendinous contained In this
Agreement and far other good add valuable consideration, the Parties agree as follows',
ARTICLE 7
DEFINITIONS
For purposes of this Agreement, umess a different meaning Is ae:rly required, the mnnwing words and
phrases sten have the regrowing meamngs tomat ply ascribed to mem by this Anode and shall be
capitalized mrnughoutthis Agreement.
"Act" mean. the California Integrated Wares Management Act of 19119(D:visoon Io of the Cmforom
Public Resources Code), as amended, supplemented, superseded, and neutrons from time to time.
^Asreemene means this Agreement between the City and Contractor for Roll -Off Conner Consumer,
Praceamil, and Disposal of Permitted Materials Including all exhibit$, and any future amendments
hereto.
"Applicable law' means all Federal, State, and lonl laws, regulations, rules, orders, judgments,
degrees, permits, ampoules, or other requirements or any governmental agency having jurisdiction over
the Roll Off Container Collection, transportation, Rarymny Processing, and Disposal of ParmHted
Materials that are in force on the Effective Dateand as they may be invested, Issued, or amended during
the Term of this Agreement.
City of rosins Roll Off Agreement Page $
a/8/11
"Approved C&0 Proceuing Site' me a as the processing site specified In Exhibit O, which waexlecled by
Contractor and approved by the City.
"Approved 0isposal 5ite"means a Disposal Site selected by the Contractor or its 5ubmmraRorlsland
approved by the City for Campbell of residue from Approved Processing Snail). Approved Disposal Sitelsl
are listed in Exhibit 0.
"APPrwed Orpnla Processing VIA- means the processing site spetifled In Exhibit 0, which wJ
selected by Contractor and approved by the City, s
"Approved Processing Sitelsl" means the Approved C&D Processing use, Approved Organics Processing
Site, and/or Approved Heryclables Processing Site.
"Approved Processor means the operator ala, Approved warned, Sun.
"Approved gerydables Processing Site" means the Processing site specified In Exhibit D. which w
selected by Contractor and approved by the Gty. as
"Bin" means a container with capacity of approximately one ISI to eight Hl cubic yards, with a hinged
Ilq and with shares, that is typically serviced by a front end loading Collection velude.
"Business Days' mean days during which City offices are open to do business with the Ti
"Cot" means a plastic container with a hinged lid and wheAs that is typically serviced by an automated
Or eml-automated Collection vehltle. A Cart has capacity W 20, 35, 64, or 96 gallons for similar
vlkmeel.
"C&D" means Construction and Demolition Debris,
"Change In Wharf means any of the following events or cnndltions that have a material and adverse
effect an the performance by the Parties of their respeUive obligations under this Agreement (except
for payment obligations):
a. The enactment, adoptwn, prommeaten, usumi mnul or written mange In
administrative or Judicial interpretation on or after the Martin Date of any Applicable
Law, or
S. The order or Judgment of any governmental body, on at after the Effective Date. to the
extent such order of Judgment Is not. the result of wdlfol or negligent ata
canto ion or lack of reasonable dib9ence of the City or of the Contractor, whichever error is
aslenog the occurrence of A Choose in law, Provided, however, that the contesting in
good fano or the failure in good faith to contest any sum order or Adement shalt not
constitute or be outlined as such a willful or negligent action, error or omrsson or lacy of
reasonable diligence.
"City" means the Ciry of Fresno. California, a municipal corporation. and all the territory lying within the
nicipal formal"' of the City as presently existing or as such boundaries may be modified during the
Term.
City of Fresno full Off Agreement P
4/9/11 aee 3
Clrys Municipal coda" means the City of Fresno Municipal Cade
"Colle to OF "C011eplon' means the act of collecting Permitted Materials and other material al the place
of generation In the Cite
"Commercial' shall mean of, from or pectionang to non Residential Premises where business actway is
conducted, Including, but not limited to, retail fall ser iteav wholesale operations, manufacturing and
industrial operations, but eynuaing businesses conducted upon Residential property whim are
Permitted under applicable zoning regulations and ate not the primary use of the property,
"Compactor means a mechanical apparatus that compresses materials Into A container. which
container may be detachable For the purposes of this Agreement, Compactors pool include only
Campach h with container capacities of ten Ila) to fitly 1801 cubic yard that are services by Rill
Collection Trucks.
"Compost" of "[oplaStins, includes a controlled blulogi al decomposition of Organic Materials
Yielding a sale and Causation free Compost Product.
`COMPmt Praduct" means the product recalting from the controlled blalognal demmposlron of
Organic Materials that are Source separated from the SOlyd Waste stream, or which are separated at a
cantmrinea facility.
•Construman and oemaltun Debris )Cao)• means materials reading from conslnlman,,eme l lug,
repair. cleanup, or demnition operations that are not maamnus as dented an California Code of
Regulations, Title 22 Section 66251.3. This term Includes, but is not limited to, asphalt, concrete, cement
concrete, brick, broker, gypsum wallboard, concrete board, cardboard, and other mssodated packaging,
roofing material, ceramic ole copying, plastic pipe and steel. as well as vegetative matte, repuwng
from land clearing and landscaping including but not limited to rock, soil, tree stumps. Canstmc0on and
oemsition Debris sections putresable wanes.
"Contractor means Fir Fr4ii I 3 (Insert contractors me),
lours cosperMlon, sole prnprkora 1p, partnership as appmpi intentional and
operal g der IM1e laws of the State of California and Its effects, directors. employees, agents,
companies, and subcontractors.
"Contractor Parsffi ri shall mean Contractor. offlrors, directors, management emaloyees, or fiscal
employees (where •management employee" means any employee with direct or Al responsibility
for direction and control over the Contortions activities, under this Agreement and 'Fiscal employee"
in empmvue with direct Or chaos respmdlt
emy and control duties relating m Financial matters
under sthis Agreement.
'Criminal asphalts' mean, those ammo¢' described In Yaion 12 12 1.
"Ctatomer means the Person whom Contractor months billing invoice to and collects payment from
for Collection services provided,
'beslgnated Disposal Slte"
means the American Avenue Landoll at 18950 W American Avenue In
Tranil liry, California tar the Forecasts of Disposmg Saha Wane.
City of totems Roll Off Agreement Page 4
stern
'Designated waste' means non -Hazardous Wastes that may pose special Olsposal problems because of
Its Potential 10 contaminate the environment and which may be Disposed of only in Class II Disposal
Sites or Class III ORPOOl Sites Pursuant to a variance Issued by the Califomla Department of Health
Services.
"Dlrectore shad mean the public Utilities Director of the City or an authorized representative of me
Poppy Utilltles Director,
'Discarded Materials" means Solid Waste, Recyclable Materials, Organic Materials, or C&O placed by a
Generator
Code.receptacle and/or ata [oration that is designated for Collection pursuant to the Clot,
Mum
"Disposal or Dlspwe for variation therel means the final disposition Of 501111 Waste at a oisppsal
Site.
"Disposal Slh" means a family for ultimate Disposal of Salid Waste
^mvemi means activities that reduce or eliminate the Amount of Soild Waste from Solid Waste
olsnnsai meuaing, but not Intel to, Recycling and COmposongo
"Drop goo^ means an open -top container with opacity from six fsl to fifty 1501 cubic yards that is used
For Collection of Permitted Materials and that is servked by A Roll -OH Collection truck, Drop Boxes with
capacities of less than ten g0l cubic yards may only be used for the puryosa sof Collecting C&D. A
BOX, which is also known as a rolloff box and/or debris box, is a[ top
ype of PolpOff Container.
"EHeetive Data' means the date set forth in the introductory paragraph of this Agreement.
'Federal" means belonging to or pertaining to the national general government of the United Stales.
"food Straps" means those discarded matenals that will decompose and/or putrefy induding III all
kitchen and table food waste, sill animal or vegetable waste that is generated during or results from the
storage, preparation, Encliong or handling of food stuffs, giil discarded paper that is contaminated with
Food Scraps, livl fruit waste, grain waste, dairy waste, meat and for waste; and, ivl namReryclable
Paper or contaminated paper. Food Scraps area subset of Organic Materials.
"Franchise Fels" means the lee paid by Contractor to City for the privilege t0 hold the n aqui
rights granted by this Agreement. One rue
"Ganerato/ means any Person whose Oct or process produces Permitted Materials, or whose act first
causes Permitted Materials to become mtyect to regulation.
"Green waste Material" means any materials generated from the maintenance or allocation of public.
commrtial, or modernist landscapes that decompose and/or putrefy Including, but not limned to,
yard clippings,will
ppings, Suss leaves,shrub/tree trimmings or prunlnee glass than 4' in diameter, brush flowers,
Peds, dead plants, small pieces of unpainted and untreated wood, and other types of organic waste.
For the purposes Of this Agreement, such materials shall be Source Separated and placed by it Generator
In a receptacle and/or. at A location that is de9gnated for Collection Green Waste Material is a subset
OF Organic Male rials
Cly of Fresno BellORdgrvmment
4/B/11 Page
"Hazardous wast: means all substances defined as Hazardous Waste, acutely Hazardous waste, of
extremely hazardous Waste by the State lin Health and Safety Code 125110 W, 415115, and 415117 or
in the furors amendments to or recombinations of such statures or mentmed and listed as Hazardous
Waste by the U.S. Environmental Protection Agency IEPA�, Pursuant to the Resource Conservation and
Recovery Act I41 USC 16o.U1 ad sate 1, all future amendments thereto, and all rules and regulations
promulgated thereunder.
"Holidays' are defined as New Years Day, thanksgiving flay, and Chnsurr Day.
"Infeglom Waste" means biomedical waste generated at hospitals, public or private medical clinics,
dental offices, research laboratories, Pharmaceutical Industries. blood banks, mortuaries, veterinary
facilities and Other similar establishments, as defined in health and Safety Code Section 25111.5.
"klguidared Damages" means the amounts due by Contractor to City for failure to meet specific
puantiilable standards of performance as described in Section 114 and Exhibit A.
'Organk Materials' means those discarded materials that will decompose indoor pottery including
Green Waste Material and Food Scraps such as, but are not limited to. green trimmings, grass, weeds,
leaves, promises, branches, dead Plants, brush, tree trimmings, dead trees, small wood pieces, other
types of organic yard waste, vegetable waste, fruit waste, grain waste, dairy waste, meat waste, fish
Waste. Paper contaminated with Food Snaps, preres of unpainted and untreated wood, and pieces of
unpainted and untreated wallhpard No discarded material all be considered to be Organic Materials,
Unless such material Is Source Separated from Solid Waste, Reryclable Materials, C&D. or other
materials.
"Parent Companly" refers to a company Owning More than Frry percent ISNI of the shares of another
company mbsidiaryl or a company that has management control over such subpdior,
"Party or Parties' refers to the City and Contractor, l ndhldualry0 together.
"Permitted Ma4flals" refers to Solid Waste, Source Separated Recyclable Materials, Source Separated
Organic Materials, and C&D. Permitted Materiels excludes Source Separated Food Scraps.
"Personi means any individual, flim, association,
-organization, partnership, corporation, business
trust, joint venture, the United Stares, the Stare of California. the County of room, and special purpose
districts.
"Premises" means any lam m ml or building Clry where Permitted Materials are generated o
accumulated
"Pmcessmf means to Prepare, treat, or convert through some special method.
'Processing Surs' means any plant or site used for sorting cleansing, treatin& or reconalwting
Permitted Materials for the purpose of making%cb material available for reuse.
"Pukesrible Waste' means Solid Wastes originated from (Allorganisms and Her metabolic waste
Products and from Petroleum, which contains naturally produced organic compounds and which are
City of Fresno Roll Off Agreement page age 6
Pulug¢anv decomposable by mimbral and fungal action into the constituent compounds of Orion,
carbon Noting and other simple, collision compounds.
"Rates" means the charges and lees Contractor only and collects from
each Customer recermng service
to this Agreement.
"Recyclable Materials" means those Discarded Materials that Me City Code Permits, directs and/or
requires Generators to set out In Rwydables Materials containers for Collection for the purpose of
Recycling. No Discarded Materials snail be considered Recyclable Materials unless such material is
separated from Solid Waste and Organic Materials, Recyclable Materials shall Include, but not be
torted to newspaper (including interior coupons, and store adeesemens); mined paper (including
Office paper, computer Paper, magazines, Junk mail, clasids, brawn paper bags, brown paper.
Paperboard. paper egg cartons, telephone hooks, grocery bags, colored paper, construction paper
envelopes . legal Pad backings, shoe boxes, soap bores, cereal and other similar food boxes); chipboard,
cardboard, paper milk cartons; glass containers Of any color including glass bottles and a
rs all colors)
aluminum cans; fabrics containers; steel, tin or an metal cans; Plastic containers (clear or pioneer
Phruc .soda and water bottles, plastic containers and bottles and plastic bags with no. 1,3 or 3 on the
bottom), and food containers from potato salad Pasta salad, whipped cream, etc.
"Recycle or Begging it
ery ingit means the Process of collecting, sonmg. cleansing, treating, and reconstituting
materials for the purpose of using the altered Toronto the manufacture Of new product. Recycling does
not include burning. Incinerating, or thermally destmying solid waste.
"Resldeni shall mean Of, from, or Pertaining to a single-family premises,multi -plex, or multbfamdy
Premises including single-family border, apartments, condominiums, townhouse complexes, mobile
name parks, mope,ative apartments, and yacht harbors and marinas where modems live aboard boats.
"Rall -0F ConGlne!' means Drop Box or Compactor used for Collection of Permitted Materials and
serviced by a RollOffCollection Truck, ROILOR Containers with trig of less than ten (10) cubic
yards may only be used for the purposes of Collecting C&D.
"ROIIAH Collection Truck" means a collection vehicle with a mechanical device such as a winch that
Bulk or loads a Roll -Off Container onto the truck bed or attached trailer and separately transports each
Rolbtl Container to a Disposal Site or Processing Site.
"Solltl Waste" means solid waste as gained rn Callbmia Public Resources Code. Division 30. Part 1,
Chapter 3, §00191 and regulations constituted thereunder and those Dixa,ded Materials that the City
Codenquires Generators within the City to set Out for Caperton. Founded from the definition of Solltl
Waste are C&D, Hazardous Waste, Infectious Waste, Designated Waste, Source Separated Recyclable
Materials, Source regrouped Organic Materials, and radiative waste. Notwithstanding any Provision
o the aannarv, 'Solid West, may "node it, minima volumes or concentrations of forte of a type and
amOuthouse found in Residential Solid Waste after Itolm
pemeabon of programs for the safe
collection recycling, treatment and disposal of household hazardous waste in reentrance with Section
415M and 41803 of the California Public Resources Code.
"Source Separated" means the segregation, by the Generator, of materials designated for separate
C011ection for some form ofRecycling, Processing, Composting, recovery, orae use.
"State" means the State of Carfare,
CBS Of Foxed Roll Off Agreement
4/8/11 had 7
'subcontractor means a party who has entered Into A contract express implied, with the Contractor
for the performance of an act that Is nxessaiy for the Connacmrs fulfiument of its obligations under
this Agreement
"Term'ans the Term of this Agreement, including extension periods if granted, as d
Article 3Te Proved" jar in
'Ton' means a unit of measure for weight equivalent to 2.OW standard Pounds where each pound
contains 16 ounces.
'Tonnage' means the total weight In Toni Collei Recycled, Camooned, Diverted, or Disposed of, as
the context requires.
v1imnsportxlon' means the act of transporting or state of being transported
ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF THE CONTRACTOR
i.t REPRESENTATIONS AND WARRANTIES
The Contractor, by execution of this Agreement,. represents and warrants the following to City. for the
purpose of Inducing City to enter into this Agreement and to consummate the transactions
contemplated hereby:
A. Corporate Status. Contractor is duly organlmd,val'rdly existing and in good standing under the
laws of the State. It is qua@led to transact bush In the City and State and has the power to
p its properties and to carry on Its business as now awned and operated and as requi by
this Agreement.
B. AutherhatIon. Contractor has the authority to enter this Agreement and perform its obligations
under this Agreement The Board of Directors of Contractor for the shareholders, if necessaryll
mair, or
4 bylaws, 11 Otherwise.ers have , to authorize thelle emnon ofui ryes Agreement
law. IR utiles of inmrponr ion,
rhe Perauthority
on signito d So
Agreement on behalf re Comnemr, represents and warrants that they This
bAge epeeto da e$
and the corporate sbi iding o certificate
OF In Exhibit B mnbrms this. This Agreement mmtitutes
the legal, valid, and binding obligation of the Contractor
C Agreement Will Not Cause Breach. To the best of Contractors knowledge after reasonable
Investigation. the execution or delivery of this Agreement or the performance by Contractor of
Its obirgations hereunder does not conflict with, violate, or result In a breach: III of any law or
governmental regulation applicable to Contractor; Ipl any term or condition of any Judgment,
order, or decree of any court, administrative agency or other governmental authority; or, (Sol
any Agreement or instrument to which Cant ... tons a party or by which Contractor or any of I6
properties or assets are bound, or continue a aafauir thereunder.
City of Fresno Roil OR Agreement
4/8/11 Page a
M No Litigation, Tothe bested Comreco, s knowledge after reasonable investigation, mere is no
coca, vat, proceeding or investigation, at law or in equity, before or by ancourt or
governmental authority, m n, board, agency or instrumentality decided, pending o
threatened against Contractor wherein an unfavorable decision ruling or finding, In any single
case or in the aggregate, would:
1. Matedtlly adversely affect the perform aria by Can of its obligations hereunder
1. Adversely affectthe validity or enforceability of this Agreement: or
3. Nave a material adverse effect on the finantlal coal of Contractor, or any surely or
entity guaranteeing Contractor's performance under this Agreement
E No Adverse ludkial Decisions. To the best of Contractors knowledge after reasonable
investigation, there no judicial decision that would prohibit this Agreement or subject this
Agreement to legal challenge.
F. No Legal Pmhibbbn. To the best of Contractors knowledge after reasonable Investigation,
there
no Applicable Law In effect an the date Contractor signed this Agreement that would
Prohibit the Contractors: performance of its obligations under this Agreement and the
transitions contemplated hereby.
G. contractor's Statements. The mnuctors Application and any other supplementary
information submitted to the City, whim the City has retied on in entering this Agreement, do
c 111 contain any untrue statement of a material fan, or ilii am m
to state a material fad at is
necessary in order to make the statements made, is light of the circumstances In which they
were made. not misleading.
N. Contractors Investigation. Contractor has made an independent investigation panstactory to
al of the conditions and circumstances surrommdoll the Agreement and the work to be
Petitioned hereunder. Contractor has considered such mamers In entering this Agreement to
provide services In eachaiier for the compensation provided for under the terms of this
Agreement.
I. Abghy to Perform. Contractor possesses the business. professional, and Historical expertise to
Collect, Transport, Recycle. Process, and Dispose Permitted Materials generated in the Cit,
Contractor powdres the equipment, factityhesl,. and employee resources required to perform
its obligations under this Agreement.
ARTICLE 3
TERM OF AGREEMENT
3.1 EFFECTIVE OA TE
Contractor may provide the Rol Off Container Collection, Transportation, aftw g, Processing,
Composting, and Disposal s<Mms a uthpnaed by this Agreement comm env he on the Effective Date.
City of Lresna Poll Off Agreement Page g
4/g/LL
3S CONOITIONS rOEFFECRVENESS OF AGREEM ENT
The obligatimt
of City to Lera this Agree o become effective and to perform its undertakings
Provided for in this Agreement is subject to thesatisfaction of all the conditions below, each of which
may be waived, In written form m whole or In part by city.
A. Accuracy of gepresenuNnnx The representations and warranties made in Article x of this
Agreement are true and correct on and as of the Effective Dater
6. Absence of Lmeatipn. mere is me litigation pending on the Effective Date in any count
challenging the award or execution of this Agreement or seeking to restrain or enjoin its
performance.
C. Furnishings or Insurance. Contractor has furnished evidence of the insurance required by
Article lD there satisfactory to the Care.
D. EffecMeness of City Council Action. The City Council anion approving this Agreement shall
have become effective and all Partin shall have signed the Agreement pursuant to Applicable
Law prior to or On the Effective Date, provided that no restraining order of any kind has been
issued.
3.3 INITIAL TERM
The initial Term of this agreement shall commence on the Effective nate and continue an full force for
flue (5) years, until lune 30, 1016. fie Term may be extended pursuant to Section 3A or terminated
early in accordance with Section 1t1.
3 i OPTION TO EXTEND
Subaett to City Council approval, the City shall have the mi tO extend this Agreement for a
additional tem Of up to five (S) years. If the City extends the Agreement, it shall give written notice to
Contractor at least we hundred eighty 1190) calendar days prior to expiration of the Initial term. The
City's written notice shall specify the number of years by which It elects to extend the Term of this
Agreement and the revised expiration date of the Agreement. Any such extension shall not become
(Wasn't unless Contractor agrees to the extension, in wiiting, at least one hundred fifty (150) calendar
days prior to expiration of the Initial Term.
City of Fresno Roll Off Agreement Page to
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ARTICLE 6
SCOPE OF AGREEMENT
4 SCOPE OF AGREEMENT
This nomeMluvee banabBe,granted to Contractor, auUOrrzes Contractor to Collect, Transport Recycle,
Process, Compost, and Dispose of Permitted Materials Placed by Residential
or Cial In Roll OR Containers for Collection, Provided that the Customer has voluntarily aro ngemmed for Contractor
to Provide Collection services.
The Contractor shall he responsible for the following services_
A. C011ecting Permitted Materials Placed by each Customer In a Rod Ctf Container for Collection as
requested by Customer.
0. Providing each Customer, upon delivery of RollOffContainer, a primed list that specifies the
materials that cannot be Placed In the Roll -O Of Container (l. e, Hazardous Wastes) and a list of
acceptable Recyclable Materials, Organic Materials, and Cao tat may be plattd In the Roll -0/I
Container.
C. Transporting Collected Suit Waste to the Designated Offt l Site and transporting Other
materials to an Approved Processing Site.
o. Turmoil all labor, sueemison, vehicles, Rdftiff, Containers, other necessary equipment matedah,
supplies, and all other Items and services n sary tO Perform its obllgat ons under thi
Agreement.
E PaNng all expenses related to Provision of services required by this Agreement Including, but
not limited to, Franchise Fees, taxes, regulatory fees, Collection casts, Transportation costs,
Processing Casty olspooll costs, utilities, etc.
F Prowsong all services required by this Agreement in athomugh and Professional manner so that
residents, businesses, and the City are crowded timely, reliable, murmous and high-quaiiry
mrvlae at all times.
4 Performing all services in substantial accordance with this Agreement at all times using hest
industry practice for comparable operations,
H. Complying with APPhcable law.
I. Performing or Providing all other services necessary it fulfill itsbli
. Obligations under this
Agreement. `
E Dlvemng a I"minnum Of So'w of the C&o Collected from D.A osat The Diversion rate shall be
calculated each month based upon the weights Of Collected and Diverted,
CRY of Fresno Roll -0H Agreement
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N. Diverting a minimum of]Olabf the Recyclable Materials Collected from Disposal. The Diversion
rate shall be calculated each month based upon the weights of Recyclable Materials Collected
and Diverted.
L. Diverting a minimum of 9Ok of the Organic Materials Collected From Disposal. The Diversion
rate shall be calculated each month based upon the weights of Organic Materials Collected and
Diverted.
The enumeration and specification of particular aspens of service, labor, or equipment requirements
shall not relieve Contractor of the duty of accomplishing all other aspects necessary to fulfill its
obligetio under this Agreement whether such requirements are enumerateelsewhere In the
Agreement or not.
d.3 LIMITATIONS TO SCOPE
The scope Of the Agreement Shall ba mintexclusit Permitted Materials may be Collected and
Transported by other Persons provided that Person do win accordance with the City's Municipal
Code, including but not limited to the following:
A. PormMt Mabel Collected by OtherNm-Ea[fuslw Fnnchlee Hauler. Permitted Materials
Collected by a party that has executed a Non -Exclusive Franchise Agreement with the City For
Roll Off Container Collesdon Services.
B. PermMed Materals CdHRed by City. Permitted Materials collected by the City's municipal
collection operation Including: hl materials Collected using equipment, won as Carts and Bins,
not regulated by this Agreement til materials Collected from CM facilities, and special events
and venues interested by the City, which may I Collected In Cans, Bins, or Roll -OH Containers
by the Cit municipal collection operation or City news.
C. Donated Recyclable Materials. Recyclable Materials Generated in the City that are Source
Separated and donated by the Generator to youth orae, charitable, o other nonprofit
organizations.
0. Matedais Hauled by Owner or Occupant, or its Contractor. Permitted Materials that or
removed from any Premises
and are Transported to a Disposal Site or Processing Ste by Ol the
Owner or Occupant of such Premises. byfull time employee of Owner or Occupant that uses
the Carl or Occupant's equipment to transport materials, or (III) by a construction or
demolition Carl performing [ nstrumo or demolition work at the Premises, whoa
Sectoval of the Permitted Materials incidental to the service being performed has defined In
ion Ea05111hill of the otys municipal Call and such contractor removes materials at no
additional or separate fee using contractors employees and course oh equipment.
E Green Waste Materlal. Private vilenion of Green Waste Mal tewlting from landscaping
or gardening service performed by the person collecting such materials.
City of Fresno Roll -Off Agreement Page Ld
o/g/11
F Other Recyclable Materials. Private collection by any Person or company, that transports
Recyclable Materials through use of Its own sl icfe s), and receives no compensation for such
CoueRion or Transportation.
G. Materials from Public SMoos and Other Gwemment Fxllldes. The removal of any materials
generated by public school; cities. the County, or federal facilhres(with the exception of those
6cilltiessubjectti uSL Section 6Sgpajl.
CA CITY'SRIGHT IOGRANT MULTIPLE NON- EXCLUSIVE AGREEMENTS
The City may grant to an unlimited number of additional Persons similar non-exclusive franchise
agreements for Roll -OH Container Collection, Transportation, Reryclln& Processing, COmposting, and
Disposal Of Permitted Materials.
4 CITY'S RIGHT TO EXCLUDE NEWLY ANNEXED TERRITORY FROM SCOPE OF
FRANCHISE
The City reserve, the eight to exclude territory that Is annexed into the corporate limits of the Cirry
armament to the Effective Date from the snipe of this franchise.
4.5 AGREEMENT CONSISTENT WITH APPLICABLE LAW
Thrs Agreement and scope of this franchise shall be inmrpreted to be consistent with Applicable raw.
nowand during the Term. If future judicial Interpretation of current law or new laws, regulations. or
judicial Interpretations limit the ability Of the City to lawfully provide for the scope of services as
specifically set forth herein, Contractor agrees that the scope of the Agreement will be limited to those
services and materials which may be lawfully prmlded and that the City fiall not be responsible for any
lost profits or losses claimed by Contractor o arise out of bm dations of the scope of the Agreement set
forth herein. In such an event. It shall be the responsibility of Contractor to minimize the M1nannAl
impact Of such future judicial Interpretations or new laws.
06 OWNER SHIP OF MA TERIALS
One Permitted Materials are placed in a RollOffContainer for Collection by Contractor, ownership and
the right to possession of such materials shall transfer directly from the Customer to Contractor.
On a short term basis not meed more man five (5) calendar days per year. City may obtain
Ownership ershlp or Possessionof Permitted Materials placed in the Roll -Off Container for Collection, for
Purposes of waste characterization studies, upon written notice to Contractor of its intent to do so
However. mhang In the Agreement shall be construed as giving rise to any inference that City has such
cwne rship or possession unless such written nonce has been given to Contractor.
Cly of Fresno Poll ff Agreement Page 13
a/g/u
4f NOTIFICA❑ ON TCI CITy OF NON -FRANCHISED HAULERS
If Contractor can produce evldencethat other Persons are Collecting Permitted Materials and do not
have rights to do so as granted by non-esdusive franchise agreement with the City or other vil or in a
manner that is not consistent with the City's Mori Code, Contractor shall notify the City in wribn&
withins en µ0I calendar days of Contractor witnessing such circumstances The Contractors notice shall
Includethe name and telephone number of the Person or company Collecting Permitted Materials elf
krownl, the date the Contractor witnessed the event, the location of the SolkOffContainer along with
Contraccor's evidence of the violation of the rights granted by this mo readu "franchise.
ARTICLE 5
COLLECTION, PROCESSING, AND DISPOSAL SERVICES
5.1 COLLECTION
Contractor is hereby outmanned to Collect permitted Materials from residents and businessil the City
sing RiA Off Containers. Contractor shall Collect Permitted Materials from Customers that voluntargy
turnaround to or request Roll -OH Container Celettlon sam ire, from Contractor. Contractor shall provide
Its Customers with a RoIFOff Container for Pem,lfted Materials Collection or shall allow its Customers to
provide a III Container Contractor shall Collect Peconlffed Materials from Premises as frequently
as scheduled by Contractor or as mutually agreed with Customer, but not less than once a week for solid
Waste and Organic Materials. Contractor shall provide requested service to its Customers and shall
charge Customers For service at Rates mutually agreed by Customer. and Cenral
Contractor shall Transport Solid Waste Collected pursuant o this Agreement to the Designated Disposal
Site and other materials to an Approved Processing Site that has been selected by the Contractor and
approved by the City. The Approved Processing 5fo lmust be able to demonstrate Diversion rates In
accordance with Sections 4.1 and 5.3.
Contractor may enter into contracts with Customers for Collection seances provided matin no case coal
the term of such contracts extent beyond the Term of this Agreement, and provided that In the event
the City terminated; this Agreement the contracts with any and all Customers shall terminate on the
termination date of this Agreement
53 PROCESSING AND MARHE rING SERVICES
A Processing. Contractor agrees to Transport and deliver lie all C&0 it Collects in the City to the
Approved C&D Processing Site, (01) all Recyclable All it Collects In the City to the Approved
Recyclable Processing Site, and (lii) all Organic Materials it Collects In the City to the Approved
Organics Processing Site. Residue from the C&D. Recyclable Materials, and Organics processing
and Composting activities shall be Disposed of by Contractor or its Approved processor at an
Approved Disposal Site selected by Contractor in accordance with Section SA. Contractor
III the Approvetl Processing 5itels1 and Approved Dispose & sl. which are Identified in
City of Fresno Roll Off Agreement Page 14
4/e/11
Fammt D. Contractor shall permit or arrange for the City to inspect the Approved Processing
Staid and observe operations at any time doting the Term,
Contractor Or its Approved professedly) shall possess Al permits and approvals necesAry for use
of the Approved Processing Sidds)in full regulatory compliance. Contractor shall, upon City
request, provide or request from is Approved Croissants) and provide copies of notices of
violation or permits to the City, Upon request of the City, Contractor Shall provide a penifetl
statement from its Approved Processmtsl documenting its Diversion rate_
If Contractor elects to u a Processing Saii that is different than the Approved Processing
Stals) Specified in &Mbit D, it shall request written approval from the City soft 1601 calendar
days prior roa of the site and obtain the City's written approval he titer than ten 1101
calendar days prior nu of nue.
If contractor is unable to use
te n Approved Processing Sdue m a emergency u sodden
unfaa orae of me Approved Processing Site, Contractor may
a
u alternative
Processing Site provided that (l) the Contractor prDyldes verbal and written ntie to the Cry
within rwerrry-four 124) hours of use of an alternative Processing sc e, and (11) the alternative
Processing Ste Is lolly permitted and In compliance with all Applicable Law& The written node
Shall Include a description of the reasons the Approved Procesng Site is not feasible and the
Period of time Contractor propose r0 use the alternative Processing Site. Contractor shall use
the alternative Processing Site fa no more than twenty -mor 124) hours without obtaining City;
written approval.
I. Ma "OM The Contractor or its Approved Processor shall be responsible for marketing CAD,
Recyclable Materials, and Organic Materials Collected In the City and Diverted. Contractor
and/or its Approved Processor may retain all revenues generated from the sale of Permitted
Materials that are Diverted.
Upon request, Contractor or its Approved Processor shall provide proof in the form of sales
flitends showing end user) to the City that all C&D, Recyclable Materials, and Organic Materials
Livened are marketed fire Recycling O ein n
such a r that materials shall be
considered as Diverted Inaccordance with rthe State regulations established by the Act, All
residual material tram the Processing activities that is not marketed for use shall be accounted
for as planned Tonnage at a permitted Disposal Site. NO Permuted Material shall be
anspaned to a domestic or mreian location if Solid waste Disposal of such material Is its
mended use.
Contractor Or Its Approved Processor shall provide the City, upon written request, with a list of
broker/buyerslt uses to market C&D, Recyclable Materials, and Organic Materials Diverted cry
may audit brokers or buyers to confirm that materials are being Recycled and Diverted from
proposal. If Contractor becomes aware that a broker or buyer has illegally handled or Disposed
of material generated by the (Chip, elsewhere, Contractor shall Immediately "inform the City and
Terminate Pis contra" or working relationship with such party Immediately.
C Processing and Marketing Costs. Contractor shall pay all costs associated with Processing and
marketing of Permitted Materials including payment of any gate fees charged at the Approved
Processing Sites.
City of critical Ru14DTf Agreement Rage 15.
4/g/11
5 DIVERSION REQUIREMENT
Contractor shall Divert from landfill dispoal at least IS 50% by weight of all C&O is Collects within the
City, his 7054, by weight of all Recyclable Matetlah a Collects within the City, and (in) 9096 by weight of all
Organic Materials it Collects within the City during each calendar month by Processing Recycling. or
Composting some or all of the C&D, Rttydable Materials, and Organic Materials Collected
H Contractor hails to meet the Diversion importuners stated In the outstanding paragraph during a
calendar month, the City may terminate the Agreement In accordance with Section 115.
5.A DISPOSAL
A. Disposal of Solid Waste Collected Contractor shall Transport all Solid Waste Collected in the
City to the Designated Disposal Site, which the City insurer shall be the American Avenue
Landon In Tranpuility. California. Contractor shall pay an cnsn associated with Transporting and
Disposal of Soli Waste including payment of any gate fees charged at the Designated Disposal
site.
g. Disposal of Processing Residue. Contractor shall, or shall require its Approved Processor to,
Dispose of residue from Processing of C&D, Recyclable Materials, and Organic Materials
Collective within the City, that are not Diverted through Processing activities, by Transporting
the residue to an Approved Disposal Site starched In Exhibit D, which is lawfully allthoriz" to
accept such material.
G Permits" Shou Contractor or
its Approved Processor shall only Dispose of materials at a
permitted Disposal Site that is In full regulatory consulana. Contractor, or Its Approved
Processor, shall keep or mnflrm all ealsting permits and approvals necessary for use of the
Disposal rates) In toll regulatory compliance. Contractor shall, nPon request, promde copies or
poor or odann or permits to the City.
0. Compliance with Regulations. Contractor shall observe and comply with all regulatem"in effect
ar the Designated Disposal Site and Approved Dispoal Sites) and cooperate with the operator
thereof with respect to delivery of Solid Waste, including directions to unload Collection vehicles
In designated areas, acc,mm,d,t,,g operations and maintenance activities, and composition earth
Hazardous Waste exclusion programs.
E. Dlspoeat at Approved Site. Contractor, or Its Approved Processor, shall not Dispose of such
residue by depositing it on any public or private land, In any river, stream, or other waterway, or
in any sanitary se r storm drainage system o 1any other m which violates
ApplicableLaws. Contractor, or Its Approved Processor. selected the Approved Disposal Sitels)
for residue Disposal specified M Exhibit D Contractor shall arrange ler the City to inspect he
Approved Disposal Spi and ubmmve operaunns at any time during the Term.
F AlRmative Disposal $be. If Contractor, or Its Approved Processor, dams to use a Disposal
Atelsl that is different thio the Approved Dispual SRI fisted In Exhibit D. It shall request
written approval from the City so calendar days prior to use of the site and obtain the City's
wren approval no later Stan 10 calendar days prim to use of the site,
cq nI Fresno Roll Off Agreement Page 16
4/e/11
If Contractor. or Its Approved Processor, is unable Louse the Approved Disposal Site due to an
emergency or sudden unforeseen closure of the Approved Disposal Site, Contractor, or Its
Approved Processor, may use n alremahm Disposal She provided that I1) the Contractor
Provides verbal and written notice to the Cty within Twenty four (341 boom of use
Of a
alternative Disposal Site, and (u) the alternative Processing Site is fully permittedand in
compliance with all Applicable laws. The whtten notice shall include a description of the
reasons the Approved Disposal Site is net feasible and the period of time Contractor, or its
Approved Processor, proposes to use the alternative Disposal Site. Contractor shall use the
alternative Disposal Site for no more than twenty-four 134) hours without Obtaining City's
written approval.
5.5 BILLING
Contractor shall bill all Customers and toeless billings in ordance WIM Contractor-establlslled gates,
which are set in a manner consistent with provislons of Section 9.3. The Connection shall prepare mail,
and caters bills lot shall issue written receipts for cash payments) for Cullectron services provided ey
Contractor. Contractor shall be responsible for collection Of payment from customers with past due
Contractor shall maintain copi of all billings and versions, each In chronological Fiser, for IWe (5) years
after espiramn or termleations of this Agreement. Contractor shall retrieve that make available to the
Off copies of the billings and receipts within five (5) days or the Directors written request for the
billings and receipts. The Contractor may, at its option, maintain those records in computer form, on
mrpfiche, or in any other manner, provided that the records can be preserved and modified for
Inspection and verification In a threly manner.
5.6 CUSTOMER SERVICE
Contractor shall maintain a business office within the Clty or within aanable distancesof the City
limits approved by the Director. The buslnes office shat staff at least o rammer service
representative tapable of accepting payments from Customers, answering service questions, and
salving Customer service Issues. Contractor shall have a toll-free Customer service telephone number
and shall have staff available to answer calls from at least &W a.m. to 6.00 p.m., Monday through
Friday. An answering machine shall retard Customer calls and voice messages between 6100 p.m. and
a W a.m.
ARTICLE S
STANDARDS AND REQUIREMENTS FOR SERVICES, EQUIPMENT,
AND PERSONNEL
6.1 OPERATING DAYS, HOURS, AND SCHEDULES
A. Days and Hours of Collection
City of Fresno For Off Agreement Page 17
4/6/11
1. Residential Premien Delivery OrCOIhk fion of a Roll -Off Container to or from Residential
Premises shall only Occur 4el n the M1aurs of 6'.00 a.m, and 6M10 p.m., any day of the
weak.
2. Commercial Premises, ceded" or Collection of a 8011-0fl Container to or from Commercial
Premises that are 200 feet or less from Residential Premises shall only occur between the
hours of 6:O0a.m. and 6:00 p.m., any day of the week, Delivery or Collection of a Rall -Off
Container to or from Commercial Premises that are more than 200 feet from Residential
Premises shall only occur between the hours of 5:00 a.m. and ) W p.m., any day of the
week. The Director may require modifications to hours for delivery and Collection from
Commercial Premises to resolve noise compents, and, In such ease, the Director may
change d eailowable operating hours.
3. Uce"o s. In the event of an unforeseen circumstance, the Contractor may deliver or
Collect a Roll Off Container from Residential or Commercial Premises that are 2W feet or
less from Residential Premises between the hours of 5.00 a.m. and 10' W p.m., upon prior
written approval from the Director.
4. Rail to Comply. If the Contractor falls to comply with the Collection hours described in
this Section, the Contractor shall pay the Clry llquidared Damages as described in Section
116 and Exhibit A.
6.2 COLLECTION STANDARDS
6.1.1 1"5b Ws to Customer
Contractor shall moron Customers as to any preparation of Permuted Materials necessary prior to
placing In the Rolloff Container. Contractor shall, In written form, Inform all Customers as to the
acceptable materials that an be included in the RUR-0rf Container a" any unacceptable materials to be
excluded from co lemon.
6.2.2 Care of eligible prnpam
Contractor Man not damage private prepam. Contractor shall ensure that its emplone , III dose all
Rates opened in making Conettiorm unless otMrwise directed by the Customer; p,7 do net c
terribterriblenessnareas; and lull do not climb drilled over hedges and fences. mss
City shall refer complete about damage to preate property, to Contractor. Contractor shall repair all
damage to private and public property caused by its employees to hs prewdus mndulon.
6.3.3 Otter AWtement
A. Mlnlmlutbn of gpllla. Contractor Mall use due oreto prevent vehicle oil and vehicle fuel from
being spilled or scattered during Coflection and Transportation operations. If any permitted
Mal are spilled or scattered during Collection or Transportation operations, the Contractor
shalt promptly clean up an opined and scattered materials.
Ciry of Fresno RoilOffAgreement Pa 18
4/8/11 Page
Contractor shall not transfer mads from one vehicle to another an any public street, unless it is
necessary to do so because of mechanical failure, hot Iliad (combustion of material in the trucks),
accidental damage to a values, lir Or... approved by the City.
If Contractor fails to perform some lir all of the requirements described ,n this Section. the
Contractor shall pay the City liquidated Damages as described In section 110 and Exhibit A.
g. Clean-up. Each CO lescron vehicle shall carry protective gloves, a broom, and moral at all times
for cleaning up litter and absorbent material fat cleaning up liquid spills. The Contractor shall
discuss instances of repeated spillage not caused by It Arm the Customer of the Premises where
Village occurs, and Contractor shall ,'pmt such instances to city. If the Contractor has
attempted to have A Customer stop creating sWlage but Is misuccessfici, the Cary will attempt,
upon notice by the Contester, to rectify such situation with the customer.
C C EAN of loads. Central shall cover all Roll -Off Containers at the pickup location before
TOnsporfing maMdals to prevent Permitted Materials from escaping during Transportachon
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 morning or evening hours of the
clay to the satisfaction of the City. In the event of repeat occurrences of noise levels In excess of 75
dbi the Contractor shall pay Liquidated Damages In accordance with Section 11.4 and Exhibit A.
6.3 VEHICLE REQUIREMENTS
A. GeneAw. Vehicles used to provide services under this Agreement shall be kept In a safe, neat,
clean, and operable Condition at all Imes. If Contractor fails to keep Collection SeM1ltles Ina safe
and sdnilary smaitlory the Contractor shall pay the City Liquidated Damages as described in
Section 11.4 and Exhibit A.
B. 5peolflcatbm. Contractor shall register all vehicles with the 61Nornia Department of Motor
Vehicles. All such vehicles shall comply with California Environmental Protection Agency IEPAI
noise emhsion and air quality regurg ions and other applicable noise control reeulatiens.
C Vehicle lden11Xu6On. Contractor s name, local telephone number, and a unique identification
number for each vehicle used to provide scraces Under this Agreemen, shall be prominently
displayed on all vprides, in letters And numbers that are a minimum of ♦ inches high
Contractor shall not plea eM1ldes. the City's logo on its v
D. Cleaning and Maintenance
1. cleaning. Collection vehicles shall be thoroughly washed and thoroughly steam cleaned as
frequently as necessaryto present a clean Appearance N the exterior and Interiorcompartment
Of the vehlicift
z. Maintenance. Contractor shall inspect each vehicle daily to ensure that all equipment Is.
operating properly. Vehicles that are not operating properly shall be taken out of service until
they are repaired and operating properly, Contractor shall perform all scheduled maintenance
City of Fresno Roll Off Agreement
4/e/11 page 19
functions in accordancewith the manafarrmer'5 spetlncanons and schedule or an accordance
with California Highway Patrol standards, whichever are more stringent Contractor shall keep
accurate cords of all vehicle maintenance, recorded according to date and mileage, and shall
makesuch retards available to the City upon request to the extent necessary to perform the
mapenlansdescribed in Sections 6A.F and 6.g.
3, Repairs. Contractor shall repair, or arrange for the repair of, all of its vehicles and equipment
for which repairs are needed because of accident, breakdown. or any other cause, so as to
maintain all equipment In a safe and operable conditi0n. Contractor shall maintain accurate
cards of repair, which shall Include the date/mileage, nature of repair and the signature of a
maintenance supervlsar that the repair has been properly performed.
4. storage. Contractor:gait arrange to stare an vehicles and other equipment In safe and secure
Io atianlsl in accordance with City's applicable zoning regulations.
E. operaXon. verde: shall be operated in compliance with the California vehicle Code, and all
applicable safety and local ordinances. Contractor shall not load vehicles In excess of the
manufacturers
endations or limitations Imposed by State or local weight restrictions for
vehicles and roadsa Contractor shall have each Collection vehicle welshed at each Approved
Processing rtes or Designated Disposal Site to determine the unloaded weight 'tare weishrl
or the verde, and the total leaded weight of each load delivered to the Approved Processing
Sites and Designated oispovl Ste.
F Vehicle Inspection, City may Inspece vehicles at any time to determine compliance with the
rimparemsearks of this Agreement Contractor shall make vehicles available to me City and/or
Fresno County Health Department for Inspection, at any frequency City reasonably requests.
64 ROLL -OFF CONTAINER REQUIREMENTS
A. General. All Roll Containers shall meet applicable Federal, State, City and local regulations
for safety.
g. Specifications
1. Prevent leakage. If the type of materials placed in the container may result in leakage of
liquids, Contractor shall rake prscanalons 1p prevent the leakage of liquids. In accordance with
Section 17315 of Chapter 3 of Title 14 of the 411kfn4 Code of Regulations, ROlbff Containers
used to Collect garbage and puVesdble materials and/or garbage and Patrescibles mixed with
rubbish shall he non absorbent,water-tight vector resistant. durable, easily cleanable, and shall
be designed for safe handling and the containment of refuse.
1. Provlslon of Sufficient Capacity. In accordance with Section 17335 of Chapter of Title 14 of
the California Code of Regulations, Containers for garbage and rubbish should be of an adequate
size and In sufficient numbers to contain without ovedlowing, all the refuse that a household or
other establishment generates within the designated removal period.
3. use of Containers with Less than Ten (101 Cable yams of Capaciq. Poll Off Containers with
capacities of less than ten 1101 cubic yards may only be used far the purposes of Collecting CSP,
City at Ferso RollOffAgreement page 30.
4/8/11
C. RON-On container lftnH don. An Cbntracconprwmed Roll Off Containers shall pmmmentff
display the Contractors name, local telephone number, a unique Roll OH Container
identification number, and list of acceptable materials. As appropriate, ROIL Off Containers
shall be labeled For solld Waste, Recyclable Materials, Organic Materials, or C&0. Such labeling
may be temporary labeling in the form of magnetic or detachable signs.
It Contractor alls to compfr with the Provisions of this section 6A, the ContrMtor shall on the
City Liquidated Damages as described In Section 11.A and Exhibit A.
D. Ueaninp Palndng. and Malntenanw. All Roll ON Containers shall be maintained in a sale,
servicanable, and Temporal condition. Contractor shall steam clean and repaint all Rall-rffi
Containers at lead every two years, Or more frequently, to present a clean, graffiti-htt
appearance.
E. Rolloff Container Inspections. City may inspect Roll Off Containers at any time to determine
compliance with sanitation requirements. Contractor hall make Containers available to the any
at any frequency It requests. The City shall have the right to prohibit the use of any Ri
Containerthat fails to comply with the provisions In this Section 6 a.
F. Abandoned Roli Containers. Confusion shall not Abandon any Roll -Off Container used to
provide Permitted Materials Collection services under this Agreement. If the Contractor
Abandons a Contractor ned Rell-O f Container, City may remove the Rall -off Container and
Pro and Dispose of the contents. It the Cry re ea RONCUff Container Abandoned by
Contractor, the City may charge Contractor for the Cltyscoos incurred remwing such Roil Off
Container, Transpotlln& Processing, and Disposing of Its contents, and/Or the cost Of storing
such RollOffContainer. Contractor hall reimburse the Can for such costs within fourteen (14)
calendar days of the date of the Cltys Invoice to the Contractor for such cote. If the Contractor
does not pay the Invoice amount within muneen (14) days, the City shall become the Rolboff
Container owner If the invoice stated the CIN; Intent to become the Container owner In
lettering dazleast lz pomt font.
For the purposes of this Section 6.4,F.•Abandon^ means the ffiffa a:
1. Contractors lauure to r a Contractor owned gull off Container within five 151
calendar days of of vine+request from a Customer or the City or within five (s)
calendar days after the terminal fon of the customer servme agreement between Contactor
and the Customer. or
S. Contractors failure to remove a ContractorOwnedRolloff Container within ten 1101
calendar days upon eapirati
on termination of this Agreement, except In the case where
Contractor has been granted an extension of the Term of the Agreement or Contractor has
been granted a subsequent agreement authorizing Contractor to Collett and transport the
type or types of materials for which the Roll Off Container was used pursuant to this
Agreement.
Ciry Of Fresno PollOffAgreement Page 31
4/8/11
6.5 PERSONNEL
A. General. Contractor shall furnish such qualified drivers, maintenance, supervisory, Customer
service, clerical and other personnel as may Iw necessary to provede the servitts required by
this Agreement in a soh and efficient manner.
B. Ddswr Dumiifl dens. All drevers shall be trained and qualified In the OpemtM of Culkctlon
vei and must have in effect a valid license, of the appropriate class, Issued by the California
Department of Motor Vehkks. Contradi shall usethe Class B California Department of Motor
Vehkks employer "pull Notice Program' to monitor its driers for sandy.
C Sareq Trai Contractor shall provide suitable operational and rarely training for all of has
employees who operate Collection vehlees of equipment orwho are amer else directly nvolved
in such Collection, Disposal, at processing. Contractor shalt train in employees involved In
Collection to identify, add nod to cosh, Hazardous Waste or Infectious Wade. Upon the Ot✓s
requen, Contractor shall provide a copy of 1[s only polity and safety training program, the
n of its safety officer, and the ffequenry of its trainlrgs.
D, Employee Cgrqusl aM Connery Contractor shall use as ben efforts W ensure the all
employees present a neat appearance and conduct themselves in a muneaus m
anne
Contractor shall regularly vain its employees In Customer courtesy, Nall prohibit he use of bun
ar profane language, and shall mRrvn Coxenion employees ro M mm the work as quietly as
poxsible. If any employee is found not to be courteous or not To be perfonnng servmes in the
manner required by this Agraement, Cbnnaner Nan take an apprOPrbte cnrrenNe measures
and shall wy the City trustees Damages as described in Section 11.4 and Exhibit A.
E Empty Identl Uo . While perkmring services under this Agreement all N the
Contractors employees performing RON ne eshall be dressed In clean clothes and shall wear
badNs that Include the employee's name and/or employee number, aM Contractors name, as
approved N the Chic
6.6 HAZARDOUS WASTE INSPECTION AND HANDLING
A Response to Hazardous Waste Identified during Collection. If Contractor determines that
material placed in any Roll OH Container for Colltttion is a Hazardous Waste that may not
legally be Disposed of at a Disposal Site or handled at the Processing Site, or presents a hawk
to Conferrer s emploVem.theContractor shall refuse TO accept such material. The Contractor
shall contact the Customer and request the Customer To arrange proper Dbposal. If the
Generator cannot he reached Immediately, the Contractor shall, before leaving the Premises,
leave a Gg at least two Inches by six inches IT' x 6"1 in size, which Indicates the reason for
refusing to Callen the material and lists a phone number for obtaining Information on proper
disposal of the. Hazardous Waste. Under no circumstances shall Contra bons employees
knawingly Cnlmst Hazardous Waste.
If Hazardous Waste Is found in a ROIhOff Container that could Possibly result in imminent danger
to people or prapeM. the Controxi shall Immediately notify the City's Fire Department using
the 911 emergency number.
CIry of Fresno Rall OR Agreement
e/8/11 Page 22
The Contractor shall notify the City of any Hazardous Waste identified in Rou.Oktonsmers Or
left at any Premises wilmn zC hours of inentlfkatlnn of such material.
B. Response to Hazardous wastes identified at shall site or Processing Site. The Contractor,
r Its Approved Processor, or Disposal Site operator shall provide load checkers and equipment
operators at the processing or Disposal Sites) to Identify Hazardous Wastes for storage in
approved, on-site, hazardous materials storage comounerlsl. Contractor shall make reasonable
efforts to identify and notify the Customer Control shall arrange for removal of the
Hazardous Wastes by permitted haulers in accordance with Applicable Laws and regulatory
r"ulrements.
If the Hazardous Wastes delivered to a Disposal Son Or Processing Site by Contractor before its
presence Is detected and the Generator cannot be identified or falls to remove the material
after beln8 requested to do s0, the Contractor shall arrange for Its proper Disposal. The
Contractor may make a good faith e8mt to recgvertne cost of Dispe al from the Gmerwor, and
the coo of any effort, as well as Me 011 Disposal shall becnam eableto Me Generator.
C RegulaH adv Record ono lry. Contrator shall comply with emergency notlfiatbn
procedures required by Applicable Laws and regulatory requirements. All records requlred by
regulations shall be maintained at the Control facility. Thew records shall Include: waste
manifests, waste inventrell waste cnarMerizatlon records, Inspectlon records, incident
reports, add training records.
6.7 NON-DISCRIMINATION
Contractor shall not discriminate In the proNsbn of service or the employment Of Persons engaged In
mdormaha of this Agreement an account of race, color, natural origin, ancestry, million, gerideq
mal all sexual Oriental age, physical or commit disability in vimatlon Of aft Applicable Law.
6.8 COMMUNICATION AND COOPERATION WITH CIN
A COmmmunluden . If requested, the Contractor shall meet wish the City Or its agent to discuss
a ImpeRlm by CRY. The City, or its designated reWesenta( ; shall have the right to observe
and review Contractor opegtions, Prbcessing Sites and Disposal Sites used by Control and
enter Control Premises for Me purposes of such observation and review during masonable
hours without advance notice.
C COOP bwith City -Initialed Studles. Contractor shall cooperate won and assist the City arms
agent with the performance of City initiated Mules of Permitted Materials such as, but not
trend to, waste characterization and composition studies.
City of Fresno Roll Off Agreement
618/11 page 33
ARTICLE 7
RECORD KEEPING AND REPORTING
1.1 GENERAL
7.L1 Maintenance of Records
Contractor agrees to conduct data collection, information and record keeping, and rermting activities
needed to comply with and to meet the reporting and permuted Materials program management needs
Of City, the Act and other Applicable Laws. and the requirements of this Agreement.
Cris Article is intended to highlight the general nature of records and reports to be maintained by
Contractor, and their minimum content_ This Article is not meant to comprehensively define what the
rd& and reports are to be and their content. With the written del
ireoh by or approval of Cliff. the
records and reports to be maintained and provided by Contractor m accordance with this and mbar
Articles of the Agreement shall he adjusted In number, format, or frequency. Records and reporting
may be revised to refect current retard keeping and reporting requirements.
To the extent such requirements are set out in this and other Articles of this Agreement, they shall not
beconsldered limiting or necessarily complete.
7.1,3 Retention m Records
Unless otherwise required In this Anidei Contm or mall mUln all records and datarequired be
maintained by this Agreement for kthe Term of firs; Agreement Pius five 151 yen aka expiration or
earlier termination. Records and data shall be in chronological order and readily and easily interpreted.
7.1.3 Inspection of Records
The City, its auditors and other agents, that have the right, during regular business hours, to Inspect
speciNc documents or records required by this Agreement or any other similar retards or reports of the
Contractor that the City shall deem: at its sole d6oetmn, necessary to evaluate the Contractor's
Performance provided for in this Agreement. The Gry may make copies of any documents It deems
relevant to this Agreement. The City shall provide Contractor written nulla at least three 131 famines
Days prior to any Inspection of these records, and Contractor shall reMge and make available to the
City the requested documents and retards attharnme.
The City reserves the right to«1 records for the purposes of auditing the Courtrai reports,
ported Diversion fact, and in*payments to the city. It an audit conducted by the City, o, Its
representatives, finds all that the Contractor has made any intentional misrepresentation with respect
to the fees dues to the City (e 9, Franchise Fees or other fees due to the City) in an amount greater than
51,000 or IM of the fees due to the CRY during the period covered by the audit. whichever Is greater,
or III) that the Diversion level is 5% different than the Diversion level reported by the Contractor, then in
addition to any other remedies available to the Gry, Contractor shall reimburse the City for Cmirs
costs incurred in the performance of the audit Such reimbursement shall be paid by Contractor. a but
with any underpaid fees and Liquidated Damages required by Section 114 and Exhibit A, within thirty
(30) calendar days of the dale the City notifies the Contractor of the amount due.
City of fre[rm Roll Off Agreement Page 74
A/8/11
71.4 Record Security
Contractor shall maintain adequate record deli to preserve records from events that can be
reasonably mte ipated such as Cry, theft. and earthquake. Electronically maintained data and records
shall be Protected and backed -up,
7.2 RECORDS
71.1 Financial and Operational Records
Contractor shall maintain accurate and complete accounting records containing the underlying financial
and operating data relating to Intl showing the basis for computation of all revenues associated with
Providing Permitted Materials Collection, Transportation, Processing, Rerycbng, Composting, and
Disposal services. The accounting records shall be prepared in accordance with Generally Accepted
Accounting Principlo GAAPI consistently applied.
Are minimum, tbefolbwing opera4onalrecophshall bemamp inWbV Contractor forCry relating to:
A, Customer aaoum information and biome records;
B. Tonnage of material Collected by type to a. solid Waste, Recyclable Mamiab Organic Material,
orC&Dl Hired by Processing She or Disposal Site where such materials were delivered. Where
posslblq'mfmmafion is to be separated by Residential and Commercial customers.
C Tonnage of Recyclable Materials, Organic Materlah and C&D Diverted from Disposal by
Contractor and supporting documentation.
D. Diversion level, which shall equal Tonnage Diverted by Contractor divided by the Tonnage
Collected by Contractor multlplled by IN, listed separately by month for rhe previous quarto.
Tonnage Dlveried Shall reflect Permitted Materials Processed less residue Disposed.
E. Readue levels of Processed or Campbsted materials.
F. Weight tickets from (i) Designated Disposal Pre documenting the Tonnage of salad Waste
Collemied within the Oty and delivered to the Desgnated Disposal Site; Rp procesmg Ptes
documenting the Tannage of Permitted Materials Collected within the City and delivered to the
Approved Processing Sites; and, )Iii) Approved Disposal Sites documenting the Tonnage of
residue delivered to Approved Disposal Sites by vehicle: date, and time:
G. End use and markets for ecovered materials.
Contractor mall make records rvaiaable to the City upon request.
7,2.2 Customer Records
Contractor shall mamtaln accurate and complete records containing the number and types of accounts
served by the Contractor. The records shall contain, at a mlmmum, the Customers name, type of
business, phone number, address of Roll -0H Container deiavery and Collection location, dare of delivery
and Collection, Iti listing of services performed, pipe of Permitted Material C011eped, Tonnage
City of Fresno not Off Agreement
4/1/11 Page 25
T.va Rawasetudry
Contractor shall maintain adequate record security to preserve records from events that can be
reasonably anticipated such as lire, theft, and earthquake. Electronically maintained data and records
shall be protected and backed up.
7 RECORDS
Ell Financial add Operational gechads
Contractor shall maintain accurate and complete accounting records containing the underlying financial
and operating data relating to and showing the basis for computation of all revenues anotlated with
final Permitted Materials Collection, Transportation, Praesi Ree/ding, Composting. and
Disposal services. The accounting records shaft be Prepared in accordance with Generally Accepted
Accounting Principles (GAAP) consistently applied.
At a minimum, the following ovemtlpnal records shall be maintained by Contractor for Cq relating to',
A. Customer account Information and billing retards;
0. Tonnage of material Collected "jus solid Wage, Recyclable Material, Organic Material,
or ONTO) listed W Procedure Site or Deposal She where such materials were delivered. Whete
possible. lnbrmrtion Is to be separated W Randa Mlal and Commercial Customers.
C. Tannage of geryclable Materials, Organic Material, aM C&D Diverted hoed osipand by
Contractor and supporting documentation.
D. Diversion level, which shall equal Tonnage Diverted W Contractor dirtied W the Tonnage
Collected by Contractor mukipned by eon, fund postal W month for the Previous quarter.
Tonnage Diverted shall reflect Permitted Materials Processed ked residue Chicago.
E. Residue levels of Processor! or Wmpp#m matedas.
V Weight tickets from (p Designated Dlgget Site documenting the Tonnage of Solid Waste
ConeRed within the cty and delivered to the Designated Disposal She; fill Primal Sites
documenting the Tonnage of Permitted Materials Ifletted within the City and delvered to the
Approved Processing sites; and, Igl) Approved Disposal Sam documenting the Tonnage of
digital delivered to Approved Disposal Sties by vehicle, date, and time.
G. End use and markets for recovered materials
Contractor shall make records available W the City upon request.
7.L3 Customer getoN;
Contractor shall calcium accurate and complete records containing the number and types of accounts
served by the Contractor. The records shall contain, at a minimum, the Customers name, type of
business, phone number, address of Rall- OF Container delivery and Collection local date of delivery
and Collection, itemized lsting of services performed, type of Permitted Material Collected, Tonnage
ON or Fnmo Roll Off Agreement Page get DS
Collected, and the amount charged to provide services. The Information shall be provided to the CRY
uppn request.
).23 [ERM HRNnse Records
City views its ability t0 defend itself against Comprehensive Environmental Response, Compensation and
Liability Act CERCIA), and related litigation as a matter of great importance. For this reason, the Cary
regards its ability to prove where Permttted Materials Collected by the Contractor are taken for
Processing Rerydln& CompOstin6. Transfer, or Oitsu 1, as well as where they are mot taken, to be
matters of concern. Contractor shall maintain, retain and preserve reco is which can establish where
Permitted Materials Collected were Processed, Composted, and Disposed (and Narefon establish
where they were not). This prevision shall survive the expiration or earlier termination of this
Agreement. Contractor shall maintain these records for a minimum M ten (30) years beyond expiration
Or earlier termination of the Agreement. ContraRor sell provide these records to Clry More reque t or
at the end of the record retention "Hod) in an organized and Indexed manner rather than destroying or
discamang0ithan.
73 GENERAL REPORTING REOUIREMENTTI
The format of each report shall be approved by City. COoffacmr may propose report formats that are
responsive to the objectives. Contractor agrees to mail a copy of all reports and submit all reports on
computer discs, by small, or by modem in a format compatible with City's software and computers at
e additional charge. Confetti will provide a cerebration statement, under penalty or perjury, by the
no
Contractor OFffiaal, that the report being submitted Is nue and correct to the best
knowledge of such official after their reasonable Inquiry.
Contactor shall submit monthly Morris within fifteen (0) calendar days of the end of each month. If
Co Hmcftrr does net submit the mgmhly reports by the dates required in this Artkk, Contractor shall
pay the City Lifuldated Damages as damaged in Section UA and Exhibit A.
Contractor shall submit (via mall and smaap an reports to:
Send Waste Divlsaon Manager
City of Fresno
3325 EI Hondo Street
Fresno. CA 93706
76 MONTHLY REPORT
The monthly restart shall present the following information.
A. Total Tonnaga. Total Permitted Materials Tonnage Collected by Contactor within the Clay
during the previous quarter, listed separately by minimal type and by month.
B. Dliverted Tonnage. Permitted Materials Tonnage Collected by Contractor within the Cly that
was Divined email the prevmgs qui 0cited separately by material type and by month.
Cry of Fresno FmFOR Agreement Page 26
a/gpL
C. Disposed Tonnage. Permitted Materials Tannage Collected by Contractor within the City that
was Disposed during the previous quarter, listed separately by month.
D. Diversion level. Tonnage Dissected W Connector dwaed by the Tonnage Collected by
Contractor multipled by 100, listed separately by month for the previous quarter. Tonnage
Diverted shall reOM Permitted Materials Processed less residue Output.
E C\D. Tonnage generated from construction and demolition permitted sites, noting the permit
umber, the site address, the Tonnage hauled, the date hauled. and fine fa ies to which the
material was hauled.
F. gapasal and Proussing Sweatshops. Contractor shall provide a list of the names and addresses
of where Permitted Materials Collated within the CAST during the pre adus quarter was Designed
and Disposed. 5uch list shall Include the amount of Permitted MateHae Tonnage Diverted
and/or Disposed at each location during the previous quarter, listed separately by material type
and by month.
G. Revenues. Gross revenues (e.g. rash receipts) earned On all WIGS Container Collection,
Transportation, Processing, Recycling, Compostln& and/or Disposal Se es provided to
Customers within the Cry during the previous quarter, listed separately by month.
H, Ipswance. Updated lneurancecenlflcates.
I. Account Information, In table formal the number of Customers within the City limits served
and number of Roll -Off Containers servked per month listed by Roll -OM Container type (Drop
Box or Command. Roll ON Container size, and list" separately by PermRed Material type,
and regularly schedule service and unscheduled loircall) servke.
J. Contracsa Mn ark gwN Memban, Prwldea led of Contractors officers and members of
its bead of directors (only required with the December monthly report each year, or In the
event of a change in the oMurs or board members).
The City reserves the right to request additional reports from Contractor, and upon Crys request,
Contractor shall provide Information rewired above for the time period requested by the CM. It is the
desire of the City to track the above resulted Information on an ongoing bask throughout the term of
the Agreement.
76 AS 939 COU NTY SURCHARGE REPORTING
Contractor acknowledges that CM Is a party to that certain AS 939 Memorandum of Understanding with
the County of Freew and various other Jurisdictions deed January, 6, 3008 (the "AB 939 MOUn), and
further acknowledges having eceived and reviewed a copy of the A9939 Ai The Parties agree that
Contractor is a'lurisdicton's Hauler', as that term is used In Pad IV, Section H of the AS 939 MOU.
Contractor shall comply with all requirements of Part IV, Section H of the AS 939 MOU that are
applicable to a Jurisdiction's Hauler, including but nM limited to submittal of reports and Payment of the
All 9395u¢harge (as that term is defined in the AH 939 MOU).
City of Fresco Roll Off Agreement Page 37
</8 11
ARTICLE 8
FRANCHISE FEES AND OTHER FEES
8.1 GENERAL
Contractor shall collect the fees described in this Section from Customers through Contral regular
billings and remit collected amounts to Ciry, on a monthly basis as snorted in Section 85.
8.2 FRANCHISE FEE
In consideration of the eyAusNe rights provided Contractor herein, Contractor shall pay Franchise Fees
TO the City each month equal to 1096 of actual gross flava revenues (egcash recellns) remMed to
Conmattar by Customers forserikes Provided by Contractar under this Agreement.
8.3 OTHER FEES
The Cry may set "Other^ additional fees, as it deems necemry. The amount, time, and msmod of
PaymAnnent and adlundment process will be set In a manner similar to Pat for other fees Perotin the
8.0 ADJUSTMENT TO FEES
Cly may adjust the fees established In this Article annually at any time during the Term M this
Agreement.
AS PAYMENT SCHEDULE AND LATE FEES
On or before the o
2DIb dry N
or each month during the Term of the reemet nContraction shall remit to
Cry Franchise Fees and Mer fee as described In this Arline. N such remittance is not paid to the Cry
on or before the 3@x day of any month, Connector shall pay, in addition to the amount owed to Cry,
2% Of the amount owing for that month, plus an additional 2% Owing on any aimed balance for each
following thirty I30j calendar day period the fee remains unwed
Each
moony remittance
efio y shall be ammwryiea by IT demamg eagr m:a
all fees, ` fee miring
from all Operations conducted or I Bee ace recall do tin the monthly pe aizeof ed
Containers servlaa C permitted ern n[ana4asmg lxenumberaupportin
fry Contractor for the monthly period. reminanre Including all supporting
documentation shall be provldetl to
Anon Omy Controller, Finance Department
City of Fresno
2600 Fresno Street
Pmm%C 93721.3624
City of Fresno PollOFFAgreement
4/8/11 Page 28
8.6 OVERPAYMENT OF FEES
If Contractor believes It has paid Franchise Fees or other fees as described In this Article, in excess of the
feet due to the CRY, Contractor may submit a request for refund to the Director. If proof of
overpayment is satisfactory to the Director. the Director shall authorize the City to refund the
Overpayment to the Contractor. Contactor shelf not apply any overpayment as a credit against any
Franchise FOR or Other amounts payable to the Coy, unless specigolly authorized to do m by the
Director In writing.
0.1 NON -CITY FEES; AS 939 COUNTY SURCHARGE
Pursuant to Section 7.5, Contractor shall pay the County at Fresno an AS 939 surcharge as applicable in
accordance with the AS 939 MOU.
ARTICLE 9
CONTRACTOR'S COMPENSATION AND RATES
9.1 CONTRACTOR'S COMPENSATION
Carnations compensation hr performance of all RS obligations under this Agreement shall be. lie
actual Rate revenues paid to Contractor le g. cash receipt) by Customers that attained Committees
Collection services less fees doer to the City In Accordance with Article & and 0) revenues generated by
the sele of Collected materials I1Nerted from Olyoal.
Contractors compensation prwided for in this Article shall be the full, entire, and complete
compensation due to Contactor pursuant to this Aghemem for all labor, equipment, nationals and
supplks. Proc ssomil, COmPOsi and Oisponel polls, regulatory fees, Cry fees, taxes, insurance, bonds,
Overhead, operatirvic
ons, Profit and all other things represent to perform all the sees in the manner
required W this Agreement.
R Contai costs are more than Co enactors canpensrtion, Contractor shall not be tamcenssted for
the difference in Costs and revenues. n Connaaons casts are less than ContraRah compensation,
Contactor shall retain the difference.
9.3 CITY'S RIGHT TO SET MAXIMUM RATES
rhe City reserves the right to establish maximum Rates for Permitted Materials Collection services
provided under this Agreement in the event that (a) there are three or fewer companies holding Par-
ar-
exclusive franchise agreements for Collection of Permitted Materials, or (b) the Rates charged N the
companies holding non-exclusive ranchoe agreements for Collection of Permitted Materials a
re no
longer COMPisrable to those of other jurisdictions, as reasonably determined by Cry. If the City chooses
W exercise Its right to set maximum Rates, City sholl rropfy Contractor at least 180 calendar days prior o
the date that maximum Rates become effective. In such case, City will set maximum Rates with
City of Fresno Roll OH Agreement
4/1Page 29
consideration of reasonable and necessary costs for Collashon, processin8 ompostin
and with the Intention of setting minimum Ratsthat will enable parties. indudmg the Contractor that
havand ith
executed Nom Exclusive Franchise Agreements with the CIA for Roll Off Container COIIel
Services the ability to recover reasonable and necessary costs antl a reasonable prof[.
9.3 CONTRACTOR'S RATES
Contractor shall set the Rates It charges its Customers for Roll -Off Collection Nervus. The Contractors
Rates shall notemeed City established maximum Rates, if the City exercises its rights. under Section 9.1.
ARTICLE 10
INDEMNITY AND INSURANCE
10.1 INDEMNIFICATION
Contractor shall Indemnify, defend with counsel acceptable to the Cray, protect and hold harmless the
City and each of As ofcers, officials, i mpbyees, volunteers, and agents Iinimin tivelf, Inde mnitus) &a.
and against all claims, damages (including be hoe limited to special, corse huenta 1, natural resources
and wniMe damages), injuries, colla. Unludmg wlmout lima any and an response, remematmn and
ronwill costs), gases, demands, debts, liens, fubili ies, causes of utlpo suks, all or administrative
prxeatlings, interesp fines, charges, penalties, and expenses (lncheing comm a limit attorneys expert
witness tees and costs incurred in conneione with defending against any of the foregoing or In
enforcing this Indemnity), IronettNeN.'Da l s'I of any find wh I arever pay, incurred or suffered
by, or asserted against, Indemnitees Argue from or andbMble to 'he acts or omissions of Contractor
whether or not negedent or Otherwise reduce, in connection with or related to the performance of thin
Agreement, except surch loss or damage which was caused by the sole "Agency or wiiHN misconduct
of the City,
Contractor's duty to defend and indemnify herein shall Include Damages Mine from or anrlbumble so
any Operations, repairs, clean-up or de oxifica000, mamlr plan )regardless of whether undertnpn due
to governmental action) concerning any HaaaMous Waste Collected In the City Council shall be
reoulretl to Indemnity the Coy for costs for any claims arising from the Pmcessin& Compoeing. or
Dispael of Permitted Material; Includln& but not limited to, claims arising antler iM1e Comprehensive
Environmental gesponse, Compensation and heflay Act (CERE"). The foregoing is Intended to
operate as an agreement to defend and indemnify and hold harmless Indemnities to the lull extent
permnted for liability pursuant to Section 10)(e) of CERCIq, 03 US.0 SMion 9607(e) and California
Health and Safety Code Section 15360.
In addition, Contractor's duty to defend and indemnify herein Induces all fines and/or penalties
imposed by the Glifomla Department of Resources ReMling and Recovery, subject to the resttlrtou s
set forth in Public Resources Code Season 00059.1, ff the requirements of the Act are not met by the
Contractor with respect to the Permitted Materials COIIeRed under this Agreement, and such fiI4
ova m Contractor delays in providing Information
reports required by the AR In a[imelymnner. MN preveMS Contra Am or City fiom svbmiRing
City Of Fremo Hof? Off Agreement
0/8/11 page 30
This provision will survive the expiration or eviler ternamatlon of the Agreement and shall not be
construed as a waav rrof rights by Ory to mntributlon or Indemnity from third parties.
30.2 INSURANCE
10.2.1 Minimum Solo Insurance
Coverage shall4 at least as broad as:
A. Insurance Services Office Commercial General habBiry coverage,
1. personal Injury
3. ContractualllabilM1y
B. Insurance Somme Offla covering Automobile Liability, code I "any auto'.
A. Workers Compensation Insurance as required by the Labor Cal of the State of 011i and
Employers Liability Paul
B. Such other Insurance cove2ges and limits as may he required by the Ory,
10.3.2 Minimum Um@s M insurance
Contractor shall maintain limits no leu than:
A. General Liability: $1.000,000 each Occurrence for today Injury and pmpMy, damage;
$1.",= for creating and advertising injury; 53,000pOp Formicary and completed operations
allmgate, and $2,00i general aggregate. If Commercial General liability Insurance or other
form with a general aggregate Iiahlllly is used, either the general Meta([ limit shall apply
sepanwav to this proje hxcatmn or the general aggagate lima shall W twice the required
occumence limit.
0. Automoblkoabiilty:$1,OW,OIXl per aaident for bodily injury and pmpeM damage.
C. Workers Compensation: Workers' compensation limas as required by the labor Code of the
State or Uldomla.
O. Employees Uabi $U000,000 each accident for bodily injury
$1,000;000 disease each employee.
$LWOOW disease policy lima.
E. PolWtbn Legal Oabiliry:$1,W0,OW per claim/aaurrene and$2,W0,000 aggregate for Mtllly
injury, property damage, and remedimon of contaminated stte.
1023 0Mualblee and gea Insured Retentions
Any deductibles or self insured retentions must be declared to and approved by the Gry. At the option
of the City, either. the Insurer shall reduce or eliminate such deductibles or selfinsured retentions as
respects the Cary, Its officials and employees; or the Contractor shall Fracture a bond guaranteeing
Payment of losses and alated inveeffil ns, claim admlmstracion and defense expenses.
Cary Of Fresno Rol OH Agreement
Page 31
4/8/11
10.2.4 0berlmpmnce Provlalans
The policies are to contain, or be endorsed to contain, the following previsions:
A. General Liahillry and Automates Lronficy Coverages
1. The Ciry, Its officers, officials, employees, agents and valunteers are to be covered as
sectional insureds as respects: liability arising out of acMitbs Reformed by or on behalf
of the Contractor; products and completed operations Of the Contrador, premises owned,
leased or used by the CmOractor;.or automobiles owned, leased, hired or borrow" by the
Contractor. me coverage shall mrrtaln no spaial umhations on the trope of promcdoo
afforded 10 the qty, its oMcials emDlayess, or volunteers, The automobile liability Is
endorsed to contain MCA90cmenge,
i. The Contractor's Insurance coverage shall be primary insurance as respects the City, its
OffidaOyees, and
nteers. Any
rance or Of
the
CitV. itis Officials, employees, or volunteers shall be excess of thesurance Contractor sr, insuratamed nce and
shall not contribute with It.
3. Any failure to comply with reporting provision of the policies shall net affect coverage
provided to the City, Its officials, employees, or volunteers.
e. Coverage shall state that the Canna or's insurance shall apply Separately to each Insured
agaird wham claim is made or sett 4 brought, except with respect to the limits of the
insurer's liludicy.
ff Workers' Compensation and Employers Liabdiry Coverage. The insurer shall agree to waive all
rights of subrogation against the CRY, itsofficers, employees, and volunteers for losses ansing
from work peAorm" by the Contractor for the Cit.
C. All Coverages. Each Insurance polity required by this cause shall be endorsed to some that
coverage shall not be suspe"ed, voided, canceled by either party, reduced in coverage or In
limits except after 30 calendar days' poor written notice by ¢rtlged mail, return receipt
requested, has been given to preCap.
10.3.5 Axe bllhy 0 fn Wren
Me insurance pollees required by this Section shall be Issued by an insurance
company or Companies
authorized to do business in the State of Gllfomia a" with a rating In the most recent secure of Best's
Insurance Reports of size rrtegory VII or larger and a raring tlaui0otwn of or better,
10.3.6 VerMcnbn Of Coverage
Contractor shall furnish Contrai Insurance agent a copy of these specifications, and direct the agent
to provide the City with certiflates of insurance and with original endorsements affecting coverage
required by this clause. Issuance of documentation indicates the ConnatIDls insurance complies whit
these provisions. The comfCates and endorsements for each insurance policy are to he signed by a
Person authorized by that insurer to bind coverage on its bebff. The cortAicates and endorsements are
to be received and approved by the City before Work commences. The City may
assertedropier of all required lnsunn¢ policies, at any time, re4urre complete,
City of Fresno. poifFM Alveamenr
4/8/11 Page 32
10.2.1 Required lindOrporents
A. The Workers' Compensation polity shall contain an endorsement in substantially the Mllowing
farm:
'Thirty calendar dayf prior written notice shall be given to the City of Fresno in the event a
cancellation, reduction in coverage. Or non- renewal of this polity."
Orei of Public Uplaida:
City of Fresno
21ioa Fresno street
Fresno. CA 93121,3620
B. The Commercial General Llal iliry, Business and Automobile LlabllRy, and Pollution Legal Liadllry
Policies shall contain endomemenn in substantially the following farm:
L "Thhor calendar days' ptlor written rmtice shall be given to the Clry of Fresno in the event
Of cancellation, reduction In coverage, or nonrenewal of this polity,"
Director of Public WIINes
City of Fresno
26400 Fresno Street
Fresno, CA 93"13620
2. 'This City of Fresno, Its officers, employees, and agents are aMitional insureds on this
pWicy'
3. "Thispolicy shall be considered ptlmary insurance as respects any other valid and
collectible insurance maintained by the City of Fresno, Including arty self insured retention
or program of self insurance. and any other such insurance shall be considered excess
insurance only.^
a. 'Inclusion of the City of Fresno as an insured shall not affect the Cllya dghls as respects any
claim, demand, suit car judgment brought or Reached against the Contractor- This polity
shall protect Contractor and the ary in the same manner as though a Wh rate palsy had
been issued to each, but this shall not operate to increase the Contradmes Imbillry, as set
rorzh in the policy beyond the amount shown or to which the Contractor would have been
liable If only one Parts had been named as an insured."
10.2.8 DNlmryo/PrOolol Cernaga
Simultaneously with the execution of this Agreement shall furnish the City artlfiates of
each pdiry W insurance required hereur, satisfactory to in chat and WbAance satisfato City. Such
arafiates shall show the type and amount of average, affective dates and dates of expiration of
Politics and well have all required endorsements. If the City aquesb, copies of each doe y, together
with all endorsements, shall also be pmmptlydelimred to Ory.
Renewal certificates will be Furnished annui to Ory M demonstrate maintenance of the required
averages throughout the Term.
City of Fresno Rall Off Agreement Page 33
4/0/11
103.5 Other Insurance gequlrmMntl
A. If any services are dekgeted to a Subcontractor, the Contractor shall require such subcontractor
to provide statutory workers' Compensation insurance and employees Igbility Insurance for all
Of the Subcontractor's employees engaged In the work in accordance earth Sections 10.E3.0 and
10.2.30 and 10.2.4.11. The liability insurance required by Semon 1I shall cover ate
Subcontractors or the Subcommittee must Pornish evidence of insurance provided by it meeting
all of the requirements of this Second 10.2.
B. If at any time during the life of the Agreement or any extension, Contractor of any of its
subcontncmn Nil to malnraln any required Insurance in full bice and effect, Contractor shall
he In breach of the Agreement until notice is received by City that the required insurance has
been reatored to full force and effect add that the premiums therefore have been paid foe a
period catishttory to CO. Any figure t0 maintain the required insurance shall be suM[Nnt
use far City to terminate this Agreement. W aml0n taken by City pursuant to this Segbn
shall in any way relieve Contractorof Its regainsibilathers under this Agreement.
C The Contractor shall comply with all requirements of the insurers Issuing policies. The carrying
of Insurance shall not elleve Contractor from any obligation under hin Agreement If any claim
exceeding the amount of any deductibles or SIR Insured reserves is made by any third "mo
against the Contractor or any Subcontractor because of any occurrence related to rho
Agreement,theContractor shall promptly report the facts In writing to the Insurance carrier and
to the Ely.
D. The Commercial General Liability. Automobile Liability, and Pollution Legal Liability insurance
palkies shall be written an as accurrenceI rather than a "colors made" bas3. If Contrector is
unable to purUase Pollution Legal Liability insurance on an occurrence farm and must purchase
such Insurance on a claims -made form:
1. The "Ramo Gore must be shown, and mug be before the effective date of the Agreement
or the commencement of work by Contractor.
E. The Airy shall be endorsed to provide not los than a 5 year discovery pMM. TM1b
requirement shall survive exprobn of contributed of the Agreement.
3. If coverage Is canceled or non renewed, and not replaced with another claims made po&y
form with a "petro OaK` prior to the effective date of the Agreement, Contractor must
Purchase "extended reporting" coverage for a minimum of 5 years following the expiration
ornamentation of the Agreement.
4. A copy of the claims repartingrequiremenids must be submitted to City for review.
S. These requirements shol Sol expiration or temminobn of this Agreement.
City of Fresno Poll Off Agreement Page 34
4OG11
ARTICLE 11
DEFAULT AND REMEDIES
11.1 EVENTS OF DEFAULT
Each of the bilowing shall constitute an event of default('' Event of Default') hereu0der:
A. Contractor fails to perform its obligations under this Agreement, or future amendment to this
Agreement, Including but not limited to, Contrattor's figure to pay Franchise Fees and other
City fees In accordance who Artick 8 of thisAgreement, and the breach continues for more than
10 Business Days afterwrinen notice from the City for the conembn thereof;
B. Contrartoes failure to Divert 505 of the MD, M of the Retyclabk Materlals, and SDfs of
Organic Materials Collected in the City as required by Section 5.3 of this Agreement after
Contractor Is given an opportunity to remedy the nonpedmmance as described In Rttron 11.5;
C. Any representation, warranty, or disclosure made to City by Contractor in connection with or as
n inducement 10 entering into this Agreement of any future amendment to this Agreement
which proves to be false or
misleading In any material reet
slat as of the time such
representationre lo
or disclosure made, whether or not any scan representation, warrant,, or
disclosure appearsas part of this Agreerval
D. There Is a seizure or attachment lother than a prejudgment attachment) of, or le% affecting
possession on, the operating equipment of Contractor, including without Ilmit Its vehicles,
maintenance or oNlar facilities, or any partthereof of such proportion as to substantially Impair
Contractor's ability to perform under this agreement and whim cannot be released, bonded, Or
Otherwise lifted within Q hours excluding weekends and Holidays;
E Contractor files a voluntary petkion for debt relief under any applicable bankruptcy, Insolvency,
debtor reliefs or Other similar law now or hereafter in effect, or shall consent to the
appointment of of taking of posmssbn by a recuriver, liquidator, assignee (other than as a Wrt
of a transfer of equipment o longer uxbl to Canbattof or necessary for this Agreement),
trvoee (other than as serunty for an obligation under a deM of trust), Canadian, sequel rator
(or similar official) of the Contractor for any Wrt of COntraRoh operating assets or any
substantial part Of Contractor's Property, or shall make any general assignment for the benefit
of Contractor's Vendors, or shall fall generally to pay Contractors debts as they become due or
stall take any action in furtherance Ot any of the bregung;
F. A court having jurmlttl0n shall enter a decree or Omer for reliefin respect of the Contractor, in
any Involuntary case brought under any bankruptcy, machremy, debtor relief, or similar law now
or hereafterfn effect, or Contractor rchall consent to or shall fall to oppose any such peeding,
or any such court shall enter a decree or polar appointing a receiver, liquidator, assignee,
custodian, trustee, sequestrator (Of similar Official) of the Contractor at for any part of the
Contractors operating equipment or assets, or orders the winding up or liquidation of the
affairs Of Contractor;
City of Fresno Rot Off Agreement page 35
4/8/11
11 ] HIGHT TOTER MINA IE UPON DEFAULT
Upon a default by Contractor, the City may terminate this Agreement with,, 10 calendar day, of the
default but no later than 180 calendar days after the default. Such termination shall he effective 10
Islander days lollowmg the City'S written notice to Contractor, and Such termination shall be effective
without the need For any hearing, suit, or legal action.
11.1 C" S RE MEOI ES CII MULA TIVE. SHE CIFIC P ERFORMANCE
The City', right to terminate the Agreement under Section IL$ is not exclusive, and the City a
termination of the Agreement and/or the Imposition of bracket Damages shall not constitute an
[lemon of remedies. Instead. these rights shall he in addition to any and all other legal and equitable
rights and remedies which the Ory may have,
By virtue of the nature OF this Agreement, the urgency of timely, continuous and high quality service, the
cad time required to effect alternative service, and the rights grained by City to the Contractor, the
remedy of damages for a breach hereof by Contractor is inadequate and City shall he entitled to
injunctive relief
114 LIOUIOATEUOAMAGES
A. General. The Parties find that as of the time of the a ecufian OF this Agreement, IT
is
impractical, It not Impassible, to reasonably ascertain the extent of damages which shall be
incurred by City as a result of a breach by Contractor of Its obligations under this Agreement.
The factor, relating to the impracticability of ascertaining damages include, but are not limited
. the fact that. (d subsbntlal damage results to embers of the public who are denied
se _ or denied quality Or reliable service, if such breaches "use Inconvenience, anxiety,
hu trahon, and deprivation of the benefits of the Agreement to individual members of the
general public for whose benefit this Agreement exists in subjective ways and in varying
degrees of lmearty which are Incapable of measurement -0 precise monetary terms; Hitt that
rv,ces might be available at subtamially lower costs than alternative wrviceand the
monetary loss recusing from denial of services or denial of nudity or reliablesi
mpossible to calculate in precise monetary terms, and fly) the termination of this Agreement
• such breaches, and other remedies areat best, a 'leans of future correction and n
tornados, which make the public whole far pi breaches
rat
g. Serri Performance Standards; Oquidated Damages for Failure to Meel Standards, The
Parties further acknowledge that consistent, tellable Aii Collection, Processing, and
Divided service Is of utmost ImportancetoCity and that Csty has considered and relied on
Contractors representations as to iis quality of secure cOmmtri rncuting this
Agreement. The Parties recognize that some quantified standards of performance are necessary
and appropriate to ensure consistent and reliable service and Performance The Parise, further
cognize chat if Contractor fails r the e ptm
eaoance s emands, or fats m submit
recognize
bee documents m an timely manner, City and Its residents and businesses win suffer
damages, and that it is, and utas be. im prao'"I and c mely mKaub m and
determine me exact amount of damages that City are suffer Tberetnre, affect prejudice to
Gi right to treat such non performance a, an event of default under this Ansae the Parties
City of future sell Off Agreement
Tyll Page 35
agree that the Liquidated Damages amounts established In Erhibu A of this Agreement and the
following Liquidated Damageunts representnable estimate of the amount of such
damages couradenng All of the cirrcumstances evhting on the Effective Date of this Agreement,
including the relatiortvhrp of the sums to the range of harm to City that reasonably could be
anticipated and the anticipation that proof Of actual damages would he costly or Impractical.
Contractor agrees to pay las Liquidated Damages and not as penalty)that amounts tit forth In
the YM1edule of Liquidated Damages, Exhibit A
CIN may determine the ocmnence of events giving roti to Liquidated Damages through the
Observation of It, employees or representative or Investlixtrom of complaints by
Customers, ocupants and Generators.
Liquidated Damages will only be assessed after Contractor has been given the opportunity but
failed to rectify the damages as described In this Agreement Before rises Liquidated
Damages. City shall give Contractor notice of its lntenm ut to do so, The notice will lndude a
brief description of the mcrdentls) and/or non-perfmance. The City may review land make
copies at its Own expense) all Information in the Pro essfi n of Contractor relating to nodeotfs)
and non-performance. CIN may, within 10 calendar days after issuing the notice, request a
meeting with Contractor. ClNmay present evidence of nonperformance In wdtrng and through
testimony of its employees and others relevant to the mndemfs) and rwmcerformance. City
will Provide Contractor with a wNten explanation of its determination on each lncldengs) and
non Performance prior t0 authorizing the assessment of Liquidated Damages under this Section
11.4. The decision of City shall be (nal and Cky shall net be subject to, or required to exhaust,
any further administrative remedies.
C. Amwnt City may assess liquidated Damages for each calendar day or event, as appropriate,
that Contractor Is determined to be liable In accordance with this Agreement in the amounts
zpm(rd in Exhibit A subject to annual adjustment deli below.
The amount of Liquidated Damages specified In Exhibit shall be adjusted annually on me
nnwervey of the Effective Date. The adjustment shad be rounded to the nearest cent.
Liquidated Damage amounts shall be adjusted to reneft changes An the Consumer priceIndex -
Ad urban Consumers Cori compiled and praorfs nee by the U.S. Department of Labor, delete
OF Labor Statistics or its successor agency, using the following Bureau of Labor RatlsticY
parameter
•
Net seaso,"Iry Adjusted
Area -Los Angeles-dlvenrdwOrange Count U
• Item -All Items
• Base Period -1983-Ali
The formula for annual attainment is as follows,
Adjusted frustrated Damage Then¢ument Liquidated Damage Amounta
Amount most current CPbd/previous lg month CPLU
City of Fesno Rod Off Agreement Pagel/
4/8/11
Lot example:
Curren Liquidated Damage Amount = $150.00
Most ecently Stralsund Index Picture 211101=224.6111
Jones published 12 months prior to Most recently published Index
DanuarY 20091 - 220.719
Adjusted Liquidated Damage Amount =$150.00 x (224.61D/220.I191- 5152.64
If the Clu U is discontinued or revised duihe the Term by the United States Department of
term. such other government Index or mmputatian with which it is replaced shall he used In
order to obtain substantially the same result as would he obtained if the CPI had not been
dlscontinued Or revised.
0. Tlming of payment. Contractor shall pay any Liquidated Damages assessed W City sense 10
calendar data of the date the Liquidated Damages are as seed, If they are not paid within me
1Oday cerin. City may order the termination Of the snghe or 'trancMse" granted by this
Agreem.m.
tt_5 DIVERSION NON-PERFORMANCE
If the Contractor's Diversion level Is less than SM for @D, less than 2b% for Recruiter Materials;
and/or less than INDIA for Organic Materials Chico ed In the City fora montMy reporting period, the
following steps shall be followed by the City and Contractor.
A. Warning. The City shall Issue a written warning to the Contractor within 30 calendar days of
receipt of me Contractors monthly report documenting the Diversion level for the monthly
wring period. The warning notice shall specify the amount of time (r e. "mnectlon penad")
the City grants the Contractor to Improve its performance and meet the Diversion requirements
defined In Section 5.3.
B. Oypprtun t M Improve performance. The Contractor shall modify its Collection. Processing,
Diversion, and public education and outreach programs (subsets to the City's approval) to
Improve the 01versbn level. At the end of the correction period Contractor shall submit a
awntten repair to the City identifying the Div... on level and providing the supporting
documentation, If the City determines that the Diversion Imes equals or
exceeds Diversion
requirements defined in Semon 5.3. the Contractor shag continue to performmmees in such a
manner as to maintain or improve the Diversion level and the City shall varve Its rights to
proceed with steps Outrned in subsections C and D of this Semon 11.5 dunog the remainder Of
thencurrentreporting period.
C liquidated Damages. If the Contractor falls to Improve the Diversion level no that it rs equal to
or greater than Diversion requirements coined In Section 5.3 by the end of the correction
period granted in Subsection A of this Secure, the Cry may levy, and Contractor shall pay,
Oqurdated Damages bears In Section 11.4.
0. Termination of the Agreement. It Contractor's falls to achieve a Diversion level that equals or
exceeds Diversion requirements defined In Se Non 5.3 within six months of the data the City
levied Liquidated Damages, the failure to meet the Dwersiw requirements defined in Section
`City of rerun Roll Off Agreement Page 3g
t/g/11
5 i shall be considered an event of default and the City may terminate the Agreement In
,committee with section 11.2.
11 6 CONDITIONS UPON TERMINATION
In the event this Agreement is terminated under the provisions of this Articles the following conditions
than be offensive.
A. Prohibit go11-0M C011e[tlen Services. Contractor shall have no right or authority to engage In
Roll -Off Collection services In the Cry for a period of five years from the date of termination.
After five years, should the Contractor provide proof that the event causing the Contractor t0
default under this Agreement has been corrected, the Contractor may reapply for
exclusive ROTI -Off Collection service Roil and the Cks, at the sole and complete discretion
of City, may rermUte the Contractor based on review of its reapplication.
B . Contlnu(ng UabMities. Contractor shall remain liable to the City for
1. Fees di accordance with Article g that would otherwise be payable by the Contractor.
3. tlnuidared Oamagesassamed consensus Section 11.6.
3. Aspens required by Article 7 for RcdIRdz Collection activities Performed by Contractor up to
and educing the date of termination.
0. Indemnity Obligations under Section ID,1,
5. Record keeping and retention obligations under Xctons 71 and 72
C Release Customers and Generators ffwn Obfissaffirs. Contractor shall allow Permitted
Materials Generators served by Contractor to arrange for Persisted Materials Collection
with a hauler authorised to perform such services, without penalty or habilhy, for breach
of any contract between Contractor and its Customers Or Generators.
0, Remove Roll -OH Customers. Contractor shall remove all of Contractur's Roll -0H Containers
from all of Contractors Collection locations and dW properly Recycle, Process, Compost, Or
Dispose of Permitted. Matanals In such RolbOft Containers.
ARTICLE 12
OTHER AGREEMENTS OF THE PARTIES
111 RELATIONSHIP OF PARTIES
The Pansies intend that Contractor shall perform the sisters, required by this Agreement a
independent Contractor engaged by City and not as on officer nor employee of the City. or as a partner
of, or Iosnt venturer with, the City. No employee or agent or Contractor shall be or shall be deemed to
City Of Frotno Poll Dmf Agreement river tg
0/g/11
Or . an employee or agent Of City. Except as eapreeny provided hereon, Contractor shall have control
over the manner and means of conducting the RollOffcomment Conectmq Transportation, processing,
liecidi Composting, and Disposal services performed under this Agreement, and an persons
demanding such services Commctor shall be solely responsible for the acts
and o of t
omlce employees, Subcontractors, and agents. Nether Contractor nor its officers, employee
Subcontractors and agents shall Obtain any rights to retirement beneFlts, workers' compensation
benefits. or any other benefits which accrue to City employees by virtue of their employment with the
City.
12.2 PERMITS AND LICENSES
Contractor shall obtain and malntairy at Contractors sole cost and expense, all Permits and licenses
applicable to Contractors opera mus under this Agreement which are required by any governmental
agency.
12A COMPLIANCE WITH LAW
Contncmrshall, at all times, at IlssolecosC [amply with all Appllnble Laws,
12.4 GOVERNINGILAW
This Agreement shell be governed by, and construed and enforced in accordance with, the laws of the
State of California.
12.5 JURISDICTION
Any lawsui¢ between the Parties arising out ORthin Agreement shall be brought and concluded In the
courts of Fresno County In the State of Callrarnla, which shall have exclusive junsdlnion ever such
awsuits.
With respell W venue, the Paynes agree that this Agreement is made in and will he performed in Fresno
County.
12.8 BINDING ON SUCCESSORS
The provisions of this Agreement shall Inure to the bens to, and be binding on, the successors and
permitted assigns of the Parties.
2l ASSIGNMENT
Neither Party shall assign Its rights nor delegate or otherwise transfer is
obligations under this
t
Agreement to any other Person without the prior w of the other Party Any such
sslgnment made without the consent of the other Party Shall be word and the ahem pled aivemor tit
City of gems Roll Off Agreement
Page 40
4/8/11
shall constitute a material bream of this Agreemem-. Under no circumstances shall any assignment he
mmme.ed by eisnl contractor is in default at any time during the period of consideration.
tl.g PARTIES IN INTEREST
Nothing In this Agreement, whether III or implied Is intended to confer any rights on any Persons
other than the Parties to it and their representatives, successors and permitted assigns.
139 WAIVER
The waiver by either Party of any breach or violation of any provlsions of this Agreement shall not be
deemed to be a waiver of any breach or violation of any other provision nor of any subsequent breach
of violation of the Same Or any other Provision. The subsequent acceptance by either Party of any
morivirs whim become due hereunder, shall not bas deemed to be a woncer of any pre¢rlsting or
concurrent breach or violation by the other Party of any provision of this Agreement.
11.10 NOTICE PROCEDURES
All notices, demands, requests, Proposals, appmvaly consents, and other communications which this
Agreement requires, authorizes or contemplates all, shall be In writing and shall either be personally
delivered to a representative of the Parties at the address below of dep,ehd m the United States mail,
first class poAage prepaid, addressed as follows:
A. If to Coy:
Public Utilities Career
Gty Of Fresno
3W0 Fresno St., Room 3065
Fresno, CA 93721 3624
9. If to Contucrar:
F�"r.a..d, �p.LLaC
Gkktrz, PLI HT&"C
.111i 4VLtnn 41 -Nd.
Stir.�ar c.,4 93lauL
The address mro co croons may he delivered may be changed from time to time by a notice
given in accordance witM1this Semon.
Notice shall be deemed given on the day It Is personally delivered or, if mailed three calendar days from
the date it Is deposited In the mall.
City OF Fresno RollOffAgreement Page 41
0/0/11
12 11 REPRESENTATIVES OF THE PARTIES
References m this Agreement to the Cay shall mean the City Council and all actions to betaken by the
City shall be taken by the City Council except as provided mire the City Council may delegate, In
wntmg, authority to the Defector and/or to Other City officials and may permit such officials, in turn, to
delegate an writing same or all of such authority to subordinate oXlcers. The Conuacmr may rely upon
actions taken by .such delegates if they are women the scope of the authority pmpedy 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 an all matters related to the Agreement and shall'mform the Cla
writing of such designation and of any limitations upon his or her authority to band the Contractor. The
City may rely upon action taken by such designated representative as actions Of the contractor unless
they aft outside the scope of the authority delegated to him/her by the Contractor as connmunmamd to
City.
12.12 CRIMINAL ACTIVITY OF CONTRACTOR
IL11.1 Criminal Activity
Test purpose of this:Sectmn, Criminal Activity Shall mean any of the following events or clrtumstarmily
A. Convictions, The emryagainst any Contractor Party or Its mficers, of a criminal conviction ora
Permanent mandatory or prohibitory injunction from a court, municipality, or regulatory agency
Of mmpetent junera ion, based on azts taken in los or her official capacity an behalf of
Contract,, with respell to:
1. Fraud or core offense In connection with obtaining, attempting to Obtain, procuring or
Performing a public on private agreement related to municipal Solid Waste services of any
kind jinduding Collector, Transportation, transfer, Processing, Recycling Composting, or
Dlsposap, including this Agreement or any amendment thereto:
3. Bribery, or attempting to. bribe a public officer or employee of a bol, State, or Federal
agency;
3. Embezzlement, espeaker. rackelviii . way claims, false statements, forgery, wislnnl,n
or destruction of records. obstruction of justice, knowingly receiving stolen property, theft
or misprision (failure to disclose) of a felony;
0. pnlawrul dwporal of Ramrrums Wastes, the Occurrence of which any Contractor Party
knew or should have known:
S. Violation of antitrust laws. Including laws relating to priceliumak bid-ril and sales and
maker allocation, and of unhlrand ante.complflbve trade practices laws;
g. Violation of securities laws; and
I. felonies.
City of Fresno Roll Off Agreement cage a!
</B/11
B, Pkat Entry of A plea Of-gmltic'eoderer Or ••no Contest' by a Contractor Party
based on acts taken in his her F its Official capnny on behalf of Contractor with respect to the
conduct desciibed in preceding Section 12 12.1 A.
12.12.2 Rake
Contactor shall notify City In will within five calendar days of occurrence of any Cnminal ActMty by
any Contractor Party.
12.12.3 Contractor's Cure
Upon nccmrence of any Criminal Activity, Contractor shall immediately door cause to be done all of the
fallowing:
A, Terminate from employment or remove from office any offending individual Contractor Party,
unless otherwise directed or ordered by a court or regulatory agency of competent jurisdiction
or authority, and unless that termination would constitute a branch of any labor agreement
etuatio Imo by Contractor, and
g. Eliminate participation by any offending individual Contractor Party in any management,
emperors or decision a r,ty that affects or could affect, directly or Indirectly, the
performance of the Contractor under $his Agreement
12.12.4 Transfer and Hiring
Contactor shall not how a, cause to be allowed to hire or transfer any Individual from any Parent
Company or subsidiary company or business rocky of Contractor who has committed Criminal Activ,W
as a Contractor representative, held supervisor, officer, or director who is directly or indirectly
tesppnslble for Performance of in,, Agreement without obtaining prior written consent of City,
following full disclosure to City of the facts and Circumstances surrounding such Criminal ACOvity.
12.12.5 City's Remedy
In the event of any occurrence of Criminal crowns, the Clry, in Its sole dizoeti0n, may terminate the
Agreement within 30 calendar days written notice to Contractor, or may impose other sanc0ons (which
may elude financial sanctions, temporary suspensions, or any other condition deemed appropriate
Short of ormimmanl as It will deem proper, in the following events:
A. Conaractm talk to comply with the foregoing obligation of this section, or
B. The Criminal ACiry concerns or relates directly or Indirectly to thk Agreement.
Contractor shall he given the Opportunity to present ewdena,n tuff irldlon Curing the 3 Rlendn day
nonce period_
12.13 ACKNOWLEDGMENT Of PUBLIC RESOURCES CODE SECTION 39520 NOTICE
If Contractor hoz lawfully provided solid worse collection services in the City for more than three (3)
years prior to lute 1.2011 food is therefore entitled to the notice provided for in Public Resources Code
49520). Contractor shall consider overcoat of this Agreement by the City as City's notice to Contractor,
pursuant to Public Resources Crude 49520, that Turnover may coined semue for a period of &e (5)
City o1 fresno Roll Off Agreement asks 43
4/8/11
years beyond July 1, 2011, after which time the city has the right to establish an exclusive franchise
collection system.
ARTICLE 19
MISCELLANEOUS AGREEMENTS
12.1 ENTIREAGREEMENT
This Agreement, Including the Exhibits, represents the full and entre Agreement between the Panics
with respect to the matters covered herein.
11.2 SECTION HEADINGS
The article headings and section headings in this Agreement are for conyentence of reference anly and
are not Intended to be used In the construction of this Agreement nor to alter or affect any of Its
provisions.
13,3 REFERENCES TO LAWS
All references in this Agreement to laws shall be understood to include such laws as they may he
+waeyuennyamended or remdmed, unless otherwise specenlly financed.
1].0 INTERPRETATION
This Agreement shall he Interpreted and construed reasonably and neither for nor agatnn either Party,
regardlessof the degree to which either Party Panitlpated In Its drafting.
11.5 PRONOUNS AND PLURALS: TENSE
When nat incons,sent with the context, words and Phrases used In the present tense
nclude the
future, and words and phrases used In me singular number include me plural number.Whenever the
context may require, any pronoun nsad In this Agreement shall Include the cnnespoMing masculine,
feminine and worst forms, and the subsonic form of nouns, pronouns and verbs shall Include the plural
and race verb.
Gty of Ferro poll Off Agreement Page 44
418111
13.6 TEXTTOCONTROL
The captions of the Articles or Sections in this Agreement are for convenlence only and In no way define.
Ilme, extend or describe the scope or intent of any of the provisions hereof shall not he deemed part of
this Agreement and shall not he omd In construing or interpreting this Agreement.
131 AMENDMENT
This Agreement may not be modified or amended In any respect except In writing signed by the young
lad SEVERABILITY
If any n mateeal provision of this Agreement is for any reason deemed to he Invalid and
nenfomeable, the Invalidity or menforclumay of such provision shall not affect any M the numainlne
provisions of this Agreement which shall be enforced! as If such invalid or unenforceable ymmoon had
not been centered herein.
13.9 COUNTERPARTS
This Agreement may be executed In counterparts, each of which shall be considered an original.
13.10 EXHIBITS
Each of the Exhibits identified as Erhlbn "A" rhrougb "D" is atached hereto and Incorporated herein and
made a part hereof by this reference.
City of Fest Rail Off Agreement page 35
A/g/11
IN WITNESS WNEREOE, the Parties have
above rater.
caused the Agreement to be narrated
on the day and year first
p1Y OF FRESNO
CONTRACTOR
A Municipal Combination
Pup
Director
Name
Ow a
APPROVE OASTO PoflM:
Tule
I Dei Z.O E
n/�,�,
(11&rairat
i A)At
Archery
C,amrney
y
City
(ooq 84
Sunni Degree,
Risk Manager
ATTEST:
City of Fresno gal Off Agreement Page 16
418111
EMHIBITA
SCHEDULE FOR LIQUIDATED DAMAGES
Contractor may be assessed Liewdated Damages if Contractor tails m Fulfill its obligations with regards
o the events listed In this turbot in accordance with the terms and Codi ns of the Agreement with
regards to the time frame for accomplishmg each event and nature of the responsibility associated with
the event unless otherwise stared in this Exir
1.
Diversion. Failure to achieve and maintainminlmum Of 50%
The greater of $5,000 or
Diversion per month Of all C&D Collectd ewittin the Oto 70M
1M
Diversion per month of all Recyclable Materials Colley etl wthm
of the gross Rate
thevenues
ived for
City. and 90% of a ll Organic Fill Collected within the City,
Providing C&D,
Recyclable Materres,
and Organic Materials
services n the City, for
the most recent 12
Month
2,
Leaks, Litter or Spills. For each occurrence over flue deantl
ig a calendar
$300/event
year of unreasonable leaks, litter, or spills of permitted Matenals near
or n Public streets and Failure to pick no or clean up such material
flunnedlatel
3.
Unauthorized Collection Hours. For earn Occurrenceover five during
5300/event
calendar year of Collecting permitted Materials during unauthorized
hours.
a.
Excessive Muse. For each occurrence Over 30 during a calendar year
5330/event
of excessive "Are.
S.
Cleaning Collection vehicles. r a
each wrreover five during
$Iso/event
calendar year for failure to keepCelernon vehicles in a safe and
anitar condition.
6.
Labeling of Roll -OH Containers. For each occurrence of Contraetols
$500/event
failure tocI O
rectiy label Contractorowned ROTH Containers lin
accordance with Section 6A. Q.
T.
OimOuMeous Behavior. For each occurrence of dBmurrecus behavior
$5001 event
by Collection vehicle personnel customer service personnel, or other
employees of Contractor.
a.
lin ores to others. For each mciaem of personal Hurr to a person
$S.00O/incident
bo uicing medical treatment or hospitalization where the negligence
of the Contractor or its personnel was a contributing factor to the
injury,.
9.
Monthly Reports. Failure to submit monthly reports in the timerame
5300/ day'
specified in this Agreement.
L0.
Report Hazardous Waste. For each failure to notify the appropriate
$500/ event
authorities of reportable quantities of taintless Waste.
AL
WA
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A2
EXHIBIT
SECRE ARV -S CERTIFICATION
The undersigned, being the severar, of ecrsiya 1T Jp
Calgom.a corporate, I"the Coriipan�'I, do hereby certify that 'hem(ollowirg remlution was adopted by
the Board of Directors of the Company and that Such resolution has not been amended, moddial or
resnnded and is In lull fora and effect as of rhe. date hereof:
REsC)i That rz yls a 1,4141 1 JL be, and hereby is, Appointed to
source by and on behalf of the Commons, and au agreementsinstruments,documents or papers. as
hotline may deem aperpodxe or uary, pertaining to or relating to the Non-E:ao9ye Franchise
Agreement between the City of Fresno and Company for RollOffContainer Collection. Transporting,
Focusing, Rerydmg, Cpmpoaring, and Disposal of permitted Materials antl that any such action taken
to. date is hereby ratified and approved.
Dated: NO r,I 2C is, U
dt
gn_v-,cc s
Signature
OWN.
Title
This page intentionally Izlank
EXHIBIT
STATEMENT OF APPUCANT'S UNDERSTANDING
AND REPRESENTATIONS
The undersigned (who Is duly authorioud to bmtl the company submitting this application) has reviewed
the requirements or the namexclusove franchise agreement for Rolwtt together, Transporting.
processing, Rescirg Composing. and Disposal services for $olid waste. Recyclable Materials, organic
Materials, and C3a, iK eshlma, and reference documents. In addition. the undersigned attests that this
application and any other supplementary Information submitted with this application do not hl contain
any untrue statement f a malarial fact, iii) contain inaccurate or misleading information, or III) omit o
sate a material fact that is necessary to mage the statements made, in light of the circumstances in
whim they were made, not misleading,
�zi'vtn..cly �.e.¢wos 14pTc1 2l 2011
Foursome cote
CD w..�
Title
Sq:--N-F Q -off.: Sa-vricc
company Name
Signature
C -S
This page intentionally blank
EXHIBIT D
APPROVED PROCIII IRP AND RESIDUE DOPOW FAOUTIEf
The following ratiirtis were s immel by the Connector and approved by the Gp
Swis number
Approved GO lamseaWy SRe
Apyec.N Organln Prepeatq
Fadliry name
'Sed
Sl11 Sth WpY a er Jnc lAk.iFCo: }Ek4
P
Facility address
x'121 S ft..,y1r�
93rab
¢ASa�
2ivSb .u. dVe
`.-e)„n 114
�11
Swrs number
ifO-PA-ok8b
Iu.M-0141 I0-✓tp-0199
Owner
OperatorS�a`seFwtld�
3.wA,aaa 1�5,d, Ci<-
zl. x
F++no, 13>L(
ra 93bod
APoruyed
4..o,l.x
sxnmmb..
QcaSFd
RagalaWtl RaM4n/
Approved gaWaal SRF
yq:.,:,a;
FacBm name
She '(Applicable
,P
Fw Residue Only(e l
��I.n�.,. �wa—I eeDe.h rPF W`n�..�1.IL.
Faaluy address
24 g. "1 r.4 JuL
Contractor
Cry
Iniral Here
Intel Here:
2,7zl
93Na
f. ,c, C;4 4379b
Swis number
to AA-ok9k
Owner
S,.-uG:l-$kn¢Cedr:.,..,r Svr—wFEJrwle k6uly //t�
Operator
5.,._YA wngk nidi d"E
A4b� litydaWe hetaaalry Approved Dlapnal She
(APpuobN for Rattles Oniy)*
Fanrn name
Feemnaddress
158
.
F++no, 13>L(
ra 93bod
sxnmmb..
QcaSFd
to -,4A "000e
owner
yq:.,:,a;
Com.._iy of rna
Operator
• Au Salm waste be
g .ova
��I.n�.,. �wa—I eeDe.h rPF W`n�..�1.IL.
shall
Disposed of ache 00519 red oHposm Favilhy,
Contractor
Cry
Iniral Here
Intel Here:
1