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Home My WebLink AboutHinojosa Cleanup Service - Non-Exclusive Franchsise for Roll-Off Collection ServicesHinojosa Cleanup Service Roll -Off Franchise `e �c 8° NON-EXCLUSIVE FRANCHISE AGREEMENT BETWEEN THE CITY OF FRESNO AND Nth -es.. CI<.,w..P Sawik FOR ROLL -OFF COLLECTION SERVICES a1"+ .2011 RECEIVE® AFn x„1 DPU-ADMIMSTRATIQN Table of Contents ARTICLE 1 DEFINITIONS ............................ ........... .......... _......... ....... ........ ................................2 ARTICLE 2 REPRESENEATIONS AND WARRANTIES OF THE CONTRMETOR... a .... _._.......... ........ 3.1 REPRESENTATIONS AND WARRANTIES ............. ....... ,................................... 8 ARTICLE 3 TERM OF AGREEMENT............................................................................................ 9 3.1 EFFECTIVE DATE........,..........._....._..................................................................9 3.2 CONDITIONS TO EFFECTNENF530f AGREEMENT ..... ..._....................... 10 3.3 INRMLTERM... ........... ....................... ................. ...._................._...._...._................................. 30 3.4 OPTION EO MEND..- ............ ...... .................................................. .................. .................... 10 ARTICLE 4 SCOPE OF AGREEMENT .......................... _.................. .......................... ................. 11 4.1 SCOPE OF AGREEMENT....... .......... .................................... ............ 11 4.2 UMITATHMSTOSCOPE ...... ........... 12 4.3 CITY'S RIGHT TO GRANT MULTIPLE NON-E%CLUSNE AGREEMENTS ........................................ 13 4.4 CLI RIGHT TO EXCLUDE NEWLY ANNEXED TERRITORY FROM SCOPE OF FRANCHISE......... 13 4.5 AGREEMENT CONSISTENT WITH APPUCAREE LAW ..... ....... .............._...................._... 13 4.6 OWNERSHIP OF MATERIALS ... ..._....... .............. ...... ..._._.... ........ ........... .......__....... ....... ...... 13 4.7 NOTIFICATION TO CITY OF NONSRANCHISEO HAULERS.. _............... .____. ___. _ 14 -,,m • Dnp •. '•.ay oeCCFSSING. AND DISPOSAL SERVICE5... .......... I..... ......................... 14 51 COLLECTION.. _. I4 sr PPOTTcgINf ANn unuerTINB a[Pmr[s 14 5.3 DIVERSION PEQUIHLMENI ____.. ____.. . ................ib 5.4 DISPOSAL....... .___. _. 16 ... solo.. .. 5,6 CUSIOMERSER L _............. ........... 17 ARrITYcc gnu, n o.... r, s..... r..r ......v...... �............. ...__.._.......... .. 6.1 OPEMTING DAYq H0L RS, ANO SCHEDULFS .. i] 6,2 COLLECTION STANDARDS 19 6.3 Vt HILIT K( IHt MLN II _. 1^ 6.4 ROLL OFF CONTAINER REOWNEMLN IS _.... _. _...... 10 n nNNEI 22 d.p HAZARDOUS WAIIL IN]I'LLIWN ANU HANDLING. _....... ................ __........ 11 6➢ NON-DISCRIMINATION ___... ..__.. .. ..............2a 6.8 COMMUNICATION ANn r_- _ ennN urlLN PY 1a ARTICLE 2 RECORD KEEPING AND REPORTING....................................................................... 24 City of Fresno Non -Exclusive Roil Off Agreement Page i areln 7.1 GENERAL...._........... ......................................... .............................. ....................................... .... 24 7.1 RECORDS. _..__..................... _.......................... ................... .................. ...... ..................... .._25 7.3 GENERAL REPORTING REQUIREMENTS................................................................................... 25 7.4 MONTHLY REPORT ... .......... .--- ..... _............................................. ....... ..................................... 26 7.5 AS 939 COUNTY SURCHARGE REPORTING............................................................................. 22 ARTICLE 8 FRANCHISE FEES AND OTHER FEES.............................................6.......................... 38 B.1 GENERAL................................................................................................................................ 28 8.2 FRANCHISE FEE .... .---- .................................. ......... ........28 9.3 OTHER FEES ........................... ............ ..... ......................... ........28 8.4 AWUSTMENTTO FEB............................................................................... 28 8.5 PAYMENTSCHEDULF AND LATE FEES- ............ ....................................... .................... 28 8.6 OVERPAYMENT OF FEES ........ ..................... ..... ........................................................................ 29 8.7 NON -CITY FEES; AB 939 COUNTY SURCHARGE ............ .................... ........29 ARTICLE 9 CONTRACTOR'S COMPENSATION AND RATES.._ ................ ................. „............... " 9.1 CONTRACTOR'SCOMPENSATION............................................................................................. 29 9.2 CITY'S RIGHT TO SET MAXIMUM RATES................................................................................... 29 9.3 CONTRACTOR'S RATES...__................................._..._....................... 30 ARTICLE 101NDEMN"AND INSURANCE ................ _................. _............ I ....................... __. 30 10.1 INDEMNIFICATION ... ...... ...__......... ........... ............. ......._..._.................................................._.30 10.2 INSURANCE .................. ....... ........................... ............ .............................. 31 ARTICLE 11 DEFAULT AND REMEDIES _.. ... _............. ..........................._............................... 35 11.1 EVENS DF DEFAUIT.... ....... ................ _....... ..................... .. 35 112 RIGHT TO TERMINATE UPON DEFAULT ................ _..... ...... ...... ................... ....._.....................36 11.3 CITY'S REMEDIES CUMUTATIVE; SPECIFIC PERFORMANCE. ..... . .... ............. .......... - .............. 36 11.4 LIQUIDATED DAMAGES .... .................... ........... ...._._......._..:........ 36 115 DIVERSION NONPERFORMANCE...._ . ..... ....... .............. ........ ............... ..... ........ ...... .........._...J8 11.6 CONDITIONS UPONTERMINATION .............................................................39 ARTICLE 12 OTHER AGREEMENTS OF THE PARTIES ................... ...................................... _..... 39 12.1 REIATONSHIPOFPARTIES... ..,...... ..._............................... ............. ............ ....... ....... ....... ....... 39 122 PERMITS AND LICENSES ................. ..........._........ _................ 40 12.3 COMPLIANCE WITH LAW...._ .. ....... ...... ...... ............ ..... ,...... ............ ..............._....................... 40 124 GOVERNING LAW. .......... ............................_._........._.................................40 125 JURISOLCTION I___ ._.., _. ................ .__. ,,,,40 12.6 BINDI........................................................................................................ SU..... 40 12.7 .R5 ASSIGNMENT ASSIGNMENT..........................................................................................40 122 PARTIES IN INTEREST _........._. .41 12.9 R WAIVER .................ES................ _..__.... ...... ................... _._......41 12.10 NOTICE PROCEOURES......... ..__........................... ...._____...... ............. ....... ... ....... ........ ..... _..41 12.11 REPRESENTATIVES OF THE PARTIES_._................__..,___._.............._................._................. 42 U12 CRIMINAL ACTIVITY OF CONTRACTOR .... ..... ...... ................_..........._..................................... 42 12.13 ACRXOWIEDGMENF OF PUBLIC RESOURCES CODE SECTION 40520 =': C . ..................._._..:3 Ctyof Fresno Non-Udusim Roll Off Agreement Page II 4i$'li AATICIE 13 MISCEEUNECWS AGNEEMENFS................................................................. I........ AA 13.1 ENTIRE AGREEMENT ...... 13.2 SECTION HEADINGS.......... 13.3 REFERENCES TO LAWS...... 13.0 INTERPRETATION _............ 13.5 PRONOUNS AND PLUPUZ; 13.6 TE%TTOCONTROL.......... 137 AMENDMENT ....... ..____._ 13.8 SEVEMBILIP... _......... .I... 13.9 COUNTERPARTS ................ 13.10 E%XIBITS...... .................._. List of EWERS A Schedule for Liyuldaed Damages 0 SecretaNs Certification C Statement a AppllonYs Understanding and Representations D ApprovW Processing and Residue Disposal Faclllves CIry of Fresno Non-EaclusiVe ROIFOR Agreement Page I6 4UWIl NON-EXCLUSIVE FRANCHISE AGREEMENT BETWEEN THE CITY OF FRESNO AND FOR ROLL -OFF COLLECFION SERVICES This elusive Franchise agreement (Agreement) is made and entered into this3_i" day of APd( 20 by and between the my of intent, a municipal corporator, (City) and Nma.+a Llu�+p Sw.,r,ti ICon[actof.l RECITALS This Agreement is entered Imo with reference to the foibwing Note and dreumstances: WHEREAS, the legislature of the State of California, by enactment of the California Integrated Waste Maragement Att Of 1989, mtllfiM at California Public Resources Code Section 10000 at seq. (Neer) L has cheered that it Is In the public Interest to a aborhe and require local agencies to make adequate provlslorts for Solid Waste Collection within their)urisdttbn; and WHEREAS, the Stale of California ('Stare) has bund and declared that the amount of Solid Waste generated In California, coupled! with diminishing landfill space and potential adverse environmental Impacts from landfilling and the need to mmirae natural assurances, have created an urgent need for - "-'±+:=`5!'-^i�-•!n,Amalrmcnt en nPygrnsive inmyrarrd waste management program Thor Slake IL':, Linuuylr cneutment of the Aht, dirmttd the rcpomible Slate agI and all III Cozy cul SL OivrrApn anal to maNmiap The use of feasible Solid Wash reductlon, i.., air. -....:... i. r 1 .!, ..�... .. ..,`.AS.: e Cit, Can:cit gra sed'aabAtlng ]5% 4or 3CR nd u— - ..Ire hY H, Mn', A.'] npjllt--rro:VSIe 51 a4g P.;p, Pla ar L..,vurL.:x`_;nd WHERF"t. 1'.; ';•i fm. :b:: cu:::.> a.._..,:.. ..,w ... lotC, and Ci,.rtburlmn and DemnGLinn OebnO (C&D) and beneficial os or cumpmang of Crganlc NUL :I..I I .fa rt, d-e5nlww. ']N.,--aA.....plr'n -IIu.t and the Car sero wall¢ goals, and WHEREAS, pw'aarr le the pow.rs granLM Hie City e; a aba ;er rltr L5 T. - _ U. e. v::.. •' .r health, a Cursafety, and WeuJ Ar t; rem l ul t z fmsnoAty (]:oder, lee GLr Ire dcmnnineu 0"L m pubb! Math, Safety, and well-being to ons ide a hatthe m.� JI r defiuiry nu a rOntl c rigid: b. axareee b qualified mmgnnvs to Mm'itle Iq the ma off container crlMinn of VnrmMer Materials City of Fresno Roll -0t Agreement Page 1 ,am, fof colleodon Al, matedeh excluded In that CIKs MUWdWI Cade, and ethn services reacted to meeting re9ulrementsof the Act; and WNFIIgAg, rise pry reaulcea all haanwra prwidMp ROIWN Collection sasMpbs; for �Permitted Al 10 Me i M obtain a lwncvtlusWe fianchke In order to ra{Uhte ensure operation, inch" M diversion adeps, ant to minimize now, Wumial for adverse Aleats it may have on the brei modronmenc and WIXReAF, de City Council has tletermwea through an application paces, that the unaramr, by 10 proyeas far the lazzi Container CWlscllon a PPem itted Marience.lerials;;l n Me mrWntary, Moody, eslMf4zzdsq pl end the nnMmradan os suit material to epproprkh plata of RerydN Promssby, and/or lessened!, ant can PAW1w inwraro contestant wish the COOrequpremM[s. The CityGoan"desires tab[[ontracMrbeereepetl reperform sand sarvim an the bands set fodh In tabs Nreemem; ant WNFRFAS, Contraom Intents to use tlw Ch✓s streeu, slkys. caber nook riddi way, and mfraso-udure m enoyMe Rall-affcWedlon aerwa m rM pKs resMenn dna badimssa: dna em� ioneof 1111 Agrestiretain" and for ContAmeiso and s use oazz, lees from af Me pry nmeu, YysoMme pouElk �O' way, and Infra owc ure wheat the City may kywri Impose and the companies we obagata M Pay; nod. NOWT iagnin F, In comMention of the, mutual pmmisn.covenants, and conditions contained In this iAgreement and M caber papa and "Imb a rnnMemtlon, me Parries agree as IWbws: ARTICLE 1 DEFINITIONS For Wrpos=s M this Agreement, unless a different mocaming mysing words and gybed b required, W Mk Asti and shall W sansei Mall Rase Me mplbliztl throuhot Mms; Agreement: greemant: ys rospem -M means Me California Integrated Waste Managemeot Act of t%a (fewaidl aO or Me Cagomia ticMk RecourcesCedeh as ameMed. suppwmentM, soperaaded, enE mPacmtl form tMe to tlme. "gCstrmenY �neans this Atioal s hesween Me City and Contractor for Rdl off Comalner Cdbdlan, Womsseng, ant Monosal W PermMeg Mileriak including all "dome, and any MUM Bm mems RerAo. "eygmaWc wv^ jean; A ladzrd, trot::, �.a rcl a:. a. �.ealnnd�.a.., adr,-s.:••aa,I:. "I degrees, Maned, approvak• or other raau cements of any lovernmenml apnry Navinpimisalctiun wee gy whi Container cm; dion, TnnsomwAnn, nerydln& Pro(Pwhlg. and d�m Amendedi of "Ahm"' Marptk thaw are In farm on Me Effective one and as they may Cie anaz'reg, sauc during the Tenn W One Agreement. Pep 1 tlry, of aremn Ro11Uls Agreement 'Apprvaed Cis PmcmlMSib' meas the processing site specified in Exhlbh 0, which was selected by Contractor and approved "a CRs. 'Approved ORPwl Sita' means a Dlspnal Site "IMO by me Con[mdw or ha iubcontrattoRs) and appeased by the City For Disposal of modue from Approved Processing Site(s). Approved DRposal Skala) are listed In Exhlblt D. 'Appmwd 0genha Prowalry Ab' means the Processing site spedhed in Exhibit D, which was selected by andractor and approved by the Uty. 'Apperwad PracasdM s ssisr means the Approved MD protesting Site, Approved Organic Processing Sile, and/or Approved Regtlables Processing She. 'Appmwd Pratmat' means the operator of an Approved Processing Site. •pgnmed Recircurhln Potosi SRO' means the processing she spechkd in Exhibit 0, which was seurcted by Contracmr and approved by the Gly. 'Min" means a container with rounder N approximately one (1) to eight (a) cubic yards, with a hlMed IM, and with wheels, that is lYPirally we iced by a front end -loading Collection vMide. 'IWSIbs OeYao mean days during which City offkes are open to do business with the publk. 'Ort' means a purchase container with a hinged Ild and wheeR Chet is typicall/ serviced by an automated or zemHUtOmated Collection ethics. A Ort has oyacRy of 30, 35, go, or 96 gallons for similar mlumes). -Moo means Construction and Nateshdon Owned 'OmMe In laJ means any a the fallowing events or consistent that Mee a material and adverse effect on the performance by the Patties of share nespenim saidge der s under this Agreement (ernes[ for Payment obligations)' _ 1enactment- adoutbnm , promulgation, assistance, madRKaden, o wdRen change in a M aamYnlso-allve of lacteal mtMrebtion on maflee the Effective Dace of any APPlkabk Use; or b. The order air judgment of any gavernmentar body, on air after the Effe Date, to the extent seen Order or judgment R not the mown of wharf or rwgligenl action, error Of misibn or lack of reasonable diligence d int City or at the Camranri whkhever Is caning the o of a Groan¢ In taw; provided, however, that the contesting in good faith or the fielore in goad fang to contest any such other ar Judgment shall not pmOmte or be construed as such a willful or rwgligent action, emmr or omission or late of emwmsble diligence. 'Otte' means the city of Fresno, DidambI a msniclpal coryaration, and all the mrritory lying within she muNccal bomkacex of the Che as prewmR eaisirrav«as such bo menses may be modified during the Term. Posts any of Fresno Rvll RAgreement -Goys Munklpal Code' means the City of Fresno Municipal Cade •folh[t" or Yellectlon• means the Of of mlec ing Permitted! Malenaals and Other material at the pacer of generation in the CRY. "Camtmrdel" shall mean of, from or pertaining to non-Residenibl Premises where business admty is conducted, including, but not limited to, retail Saks, services, whpssak operations, mamif ecbudng and iMusteial operations, but excluding businesses conducted upon Radice al propeM which are permitted under applicable zoning regulations and are not the primary use of the property. •Compactor means a mectlanicel apparatus that compreaist materials into a container, which combiner ner may he detachable, for the Purposes of this Agreement, Compactors shall Include only Compactors with container calwuties of ten (10) to Iffier er (So) cubic yam that are serviced by 110114fR C llMbn Trucks. "Cemposr or •Compo~ includes a comrolkd hol l decomW"w OF Organic Materials yielding a safe and nuisance five Cdnpost Product. "CamPpat product• means the product resulting from the contralto biological deampo[Itlon of Organic Minister that are Source Separated from the Solid Waste stream, or which are reparatM at a centrabMfaciliry. •Comlrudbn end Oembiobn detrla (Mr means materials resuoing from consVlscibn, remodeling, alone, cleanup, or demolition oparations that are not huemaus as deoned in Caloornla Code of Regulations, Tide 22 Section 66261.3. This term IMu las, but Is not limited to, asphalt, wnuerq cement mrete, brick, lumber, gypsum wallboam, concrese hoard. outbound, and Other asfociated packaging, roofing material, ceramic tis, carpeOng, plastic pipe and steel, as wall as Wgetmhre matter reaching from IgM threat, am, kMsnpiN irWading Part rot emhetl m rock, loll, tree romps. Construction and oemmltlon Oebr&educes Yotre ltk wastes. •Cmm�dPr means IM. t4.Ny k -^u (meet' OWAMO 4 name), a w. .«sl.p (glgm depeandan; yalepygfiplglapp, pgMraWpaawNiMrlMal organized and operating under the laws of the rob of Gliromk and hs officers, directors, emPlnyeea, agents, cempanks, ami Subantradors. Y ntmmr Wrty(ksY dull mean Convector, officers, directors, management emplayees. Oz frocal employees (where "management employee' means any empbyee with direct or indirect responsibility for direction and mnmbi over the Centatlu(s aMbtlrs under this Agreement and "f 1 emPbyee' mears an emphi with direct or indirect respansimRty and conal duties relating to financial matters under this Agreement). •Olmmal AdsiW' means those adivbks dearma d in Scroll 12.12.1. ^(LMIMr means fire Person whom Gontmcmr submits billing halm to and collects pal from for Calkctlon Services provided. ,Designated o6p0Yl She• means the amertun Avenue amend a[ IPSW W American Avenue In Tninrluillry, Ullbrnla for the WrPoses of gapxingst d Wade. Page a City of Fresno IIOM1ORAgreement •palpotetl Wa means non-Haeardaus Wastes that may pose special Disposal Problems because of N gHem)al to contambote the envlmnment and which may be Ospond of only in Class II Disposal Sues or Chis III Disposal Sides pursuant to a variable all by the California Department of Health Servkes. • eator' shall mean the Publk Ut lips Director of the CIry or an authorized nprcsentathm of the Public Utlibles Director. ^DanrdN MmnlaW means Whal Waste, Recyclable Materials, Organic Materials, or C&O placed by a Generator In a receptacle and/or at a Ioradom that is designated for Collection purwant to the Cry's Municipal Code. 'ObpoMl or Dispute (or wrlatkm Naraorr means the final dispraltion Of 5011d Waste at a Disposal She. -waleml5be' means a hulhy for ummate Disposal of Who Waste. 'Dlverson" means activities that reduce Or eliminate the amount of Solid Waste from Will Waste Deposal Inclex in& bot nm limited to, Recycling, and Composting. 'pap We means an own cup container with capacity from sh (6) to fihy (0) orbic yaNe that Is used for C011ecti0n of Permitted Materials and Nat is serviced W a RoIILD ColleNOn Truk. Oral Hopes with capadrlai of Mss Man ten 1301 wbkyaNs may only be and for the purposes of Collecting C&D. Porch Hut,whidiisalso Mownasarolloffboaand/ordebr box,isotypeof Rolloff Container. 'HHectbe Dai means the date set forth In the Intraductary W ragraph of this Agreement. '4eaerar means belonging to or penaining to the national general government of the United States. -rood scralar' means those dlsceNed materials that will decompose smaller ouo-efy Including (1) all khchen and table food waste, pill animal or mentionable Press that is generated dual" in remiss from the storage, preparation, cooking or handling of food Stuff , (III) amended Now that b contaminated win Food Scraps; (H) fruit waste, gnln waste, dairy waste, meat and fish waste; and, (v) non-Rerydabb peperw mnteminated paper. Food Scmpsareawbntelomank Materials. ^Frenddsa Pae' means the fee paid by Contractor W City for the privilege to head! one non-exclusive rights granted by Mb Agreement. 'Garwabr means any Person whose act or when; produces Permitted Materials, or whose act first causes Permitted hanw ab to become wbktt m regulation. •Gram Waste Mabriar means arty materials generated from the malntesen a or aharation of public, commertial, or residential Iandssaces trot will decompose arM/or putrefy Including but not limited W, yard dlppl"s, grass, leaves, shmWttee hi mml"s or paintings (lass than a- In diamenr), Mush, fivaers, weeds, dud plants, small pluton of unpainted and un4eatM wood, and other types of tell waste. For the purposes a1 Nb agreement, cod materbb droll be 5ourm &,whoed roti placed by a Generator in a recWwM md/w at a I tion Nat is des mWd for UH"tlon. Green Waite Material Is a subset of Organic Materials. Cir; of Freslm Rdl-Off Agreement Page 5 'llmrdts Wu ' means all Substances tensed as Hazardous Waste, aarteM llaserdous Waste, or extremely Hazardous Waste "a Ships W health and $afro y Wte 425110A2, 425115, and 625117 or In the home amendments to or reandgkabun5 of suCh statute or MentMk4 and parent as Hazardous Waste W the U.S. Environmental Protection AapI (EPA), pursuant W the HeSaurta Conservation and 0.ecpeary Act lel UK gb9p1 at 5w.j, an future amvgments tbertt, and all rvlds and fogulatons pmmulpted thereunder. •fldPdayt are defined as New vests Dry, Thanksgiving Day, and Christmas Day. w Idkfug Were W means biomedical waste generated at hospitals. public or prinaw medical dinits, dental offices, m eardd rebontoriea, pharmaceutical industries, blood banks, mortuaries, yebrlmry faallbes antl offer similar establishments, as defined In Health and Sawsy Code Sealon 35117, s. YlymdatE Deputize means the amounts due by Contractor to Clly for failure t meat specific yuanUflable SlalMardS of pertomwnm as tescrlhed ins omm l"aM EahibRX worgngc LYYhirneW means those dearded materials that will demmgose aM/or putrefy including Green Waste Material and Foot Scraps such as, but are not Ilmhed t, peon trimmings. pass. weeps, leaves, pinnings, branches, dead plants, brush, tree tdmmknga, dead tress, small wood pieces, Other hpa of ozgank yak waste, vegetable waste, our waste, grain wase, dalry wash, meal waste, fish w enw, paper contamhate i with Fwd 5 apa, Places Of IMPalnaed aM untreated wood, and places of unpaNlM and imputed wallboard No discarded noterlal shall be considered to be Organic Mearlals, unlet, Sud material N Source SegMed from Solid Waste, gerydade Mabdala. MG, or other materials. 'PamH fnmpa wY refers to a compny owning more than Illty farmers (SOM1I of the shares of another [mmgm/ (auWMIeM us a company that has management rnntml ave such subsidiary. Yarty or pakpe refers to the Chy and Comfa ffor. iMividpagp or together. wparmhted gra rageri offers to RAld Wast, Source Separated gecydahk aggemWs. Source Separated Orpnk Materials, and MD, permitted Materials emfudn Spurs Xgrrted Sood Scups. 'Mmnlal• means any IndNWual, firm, aasaurtion, organization, partnership, corporation, business buts, joint venture. Me Untied Stites, the Sale of GlifurnW, the County of Fmsw, and spacial W MOSS districts. 'prmmNM• mews any lard or building in the Otey where Permitted Materials are generated or atumuland. �gpyalll(mans t prepare, tmf, prconwn [M1rowh aor^a sPerial method, rommWn SHO" mans any Plant or site used for snmng, cawmgpni treating, or reconstituting permitted Whirensfm the purpose a making Such materail avallable frrreuse. •pyUearlW waste" means SdM WUWS orpinghd from living organisms and their metabolic wmh products and from petrobum, which matins retumlia Woduond organic cumpuun ii and which are OlydFresno 0.o1401f Agreement Page dobgialry decompnable by anicnbial and formal soon Into the mnstltoent compounds of water, aden dbxbe and banker simpler urge is compounds. .Rstw' means Ae charges and All (pm r bills and coleats from eoh Cmmmm receNbg Bernick pursuant W this Moment glayC1Mk Mryllala' means Nose Dlsaraed Materials that the ary Code Wrmlls, dlrxb and/or nRdres 0lemnws to But but in Reryalaaks Ma erica contalners for Colkcdon ser We Pucpow of Receding. But Dlsarded Ma wab shall be considered Resemble Mktawb unless such mR ml is separated ham Solid Waste and Organk Mawrnis. Recyclable Matemb shall include, But not be limited to: remeraber (Including ll ns, CpuPni, and slow advertisements); mixed paper (troding office Asper, pats, paper, Ampubes. junk mall, pate, br papa' aper uip, brmbn paper. papNbyN, paper M nrWns, tekphne books, SAVER" envelopes Npl pati backjW shoe yvaes, scop Ipaai, banal and other similar food boxes); chipboard; prdinsi paper milk mm rns; glass contaluers d any calm (Inclutliry glass bottles and Ars all colors); aluminum am; ware Sdewer lertk contemners mil ball and pl tlaap gro no. L 2 w 3r piston n the dwtk soda ail water anem p as bbttwnl; and boaconalnersfrpm Pptab salad, parte coke, whipped veam, vl[' aRerypha a R Yldw anew¢ the ProcI of Collecting, worry, clurrom matin& am Ascan Regcu�g loss anabmb for the purpose d usiry thacwe kmelly destroying solid faitere of a mw pod ant Include boAM&B MMAGAS,m •RwMrantlaY shall mean 09 hum, or pertaining W a 9nde-wmliy iheMownhauM mor mult-fa nift blk anmiws imludlry MA& leanly banes, aparVnenk, candwnlnlums, i^O home Palo, coolseratiee apartinents, and amt barbsrs ail readnas when nibems INA aboard boats. •MIOR Ana aaaksi mean a Drop bare m C PaRpr uvea An WIMRbn d axm and Mawdab and b wrYd by a 0.dbR CdkNOn Trail khol g laeseners MM aWtlVes of less than An (10) cubk yards mw bay be used for the Puwmes d(oYeoAry UD. "R Il Copactbn Rriele means a colhedlon while unto a madeniol device such as a wince Most Pits An bads a RobOR (LnmlMryonto Pnawlryandi or afasRad trader ail Miscarry broadcasts each Rdl-0 CAhbinar to a Dlspma .ss rgg Wary" means saw wrote as def red In (wlllornla Pudic Resources Code, okbbn 30 part 1. Ducendied ne Cry tllaryr 3.5x0191 andtothe Cny to wt out Am CnpMkrn Excluded hwnhtM MRinanosinee tOf Sold (title reaane, raw MaMus ted Waste. Soma's Separ ord Rerytlabe Waste an MD, Rawrdous Waste, Infacanlcus Wade. Mat suis, Soartp e Boilers red orgenk Materials. and rNlwgM wase_ RowMwtundem BAY pmv s n b the mntnry. Sopa Wase' may include N mnimle volumesnmmxnVatbns of wake aWPA and amount nvnwgy found ar Restlentkl wel BY, afMr ImpkmenaAn d pmgrama d M, safe Wctlm, nrydi4 tnermem ail agpm ll a aWrenob h.aaraou: ensue'" mmppama conn Srttbn m a150oaM {1901dthe alarms Punbc Remunw(Lae. led ser Arai rnal Separative Separ/names tie Antimatter, by IM Generrt emverY.nia,^ a a (nikCbn for, Mme corm of Rerycgn& pmcosdry (onwasAng, r -Scow• means the Sister dQliforrii& Page y many d a.<Mp Ildl-0if Moment -subwntrntar meant a party who has entered into a aontram express or Implied, with the Contractor for the conferment of an act that is necessary for the OrntrxHr's fulfillment of In oEllgatbns under this Agreement. Term- means the term of thin Agreement Including commerce periods If granted, ss provided! Isar in Article 3. Son' means a unit of measure for weight equivalent to 2,01a) standard Pounds where each Pound eontNm 16 ounces. -tonnpa- means the total welaht In Tons Collected, Recycled, Ornm osted, Diverted, or Disposed of, as Me context requires. •rnnpmWibn• means the act of transporting or state of being transported ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF THE CONTRACTOR 11 REPRESENTATIONS AND WARRANTIES The Dntractw, by execution of this Agreement, represents and warrants the following to City, for the Purpose of inducing Dry to enter into this Agreement and to coneumnal the transactions contemplated hereby: A. Corporates Startuals. Contractor is duly organi ed, walidh/ existing and in good standing under the uses of the State. It Is qualared to banterer business In the Clry, and State and has the power to con Its presentee and to carry on 1% business as now owned and operated and as required by thu Agreement. a. Authodstbn. Dntramor has the authority to enter this Agreement and perform in obligations under the Agreement. As Bomtl of Directors m Contractor (or the shareholders, If oeresuryh sou propral or partners have taken all actions required by law, in articles of Incorporation, In bylaws, or otherwise, to authorize the execution of this Agreement The Person signing thin Agreement on behalf of Contrafmr represents and warrants that they have authority to do so and the corporeme seo.faNs wrtiNcat¢ In ExhI6B B confirms this. Than Agreement consulates the legal, walk, and binding obligation of the Dnmacti C Alimerpam WIN Not Dura Breach. To the haat of Contractor's knowledge after reasonable Investigation. the eaewtkn or delieery a this Agreement or the pedormn¢ by Dntractor of In obligations hereunder does not conflict with, entire, or issue In a breach: (i) of any law or governmental regafatkn aCpluable to Contractor, NII any term or condition of any judgmem, order, or dec2e of any court, administnbwe agency or order governmental authR'M: or, (IN) any Agreement or Instrument on which Dntractor h a Path or by which Dmnctor or any of Ns propeNes or assets are bound, or constlMe a default Hereunder. CIry of Indent Rdl-0R Agreement Pages 0. No Whimdpm To the best of Contractor's knowledge after reasonable investigation, there a no action, suit, procunding or Investigation, at aw or In assets, before or by any court or governmental authonty, commission, board, agency or Instrumental" decided, pending or threatened against Contractor wherein an unfavorable decision, soling or finding, In any single otae or In the aggregate, would: a. marmilalryadverseN affect the performance by Gentamor of its obligation hereunder; 3. Adversely affect the validity or enforteabllfty of this Agreement; or 3. Have a material adverse effect on the financial condition of Contractor, or any surely or entity guarantee" Cant actoes performance under this Agreement. E. No A wane Judicial Confident. To the best of Contractor's knowledge after reasonable Investigation, there is no Judicial decision that would prohibit this Agreement or subject this Agreement to legal challenge. r. No legal Pmhib n. To the bert of Contractor's hnowledge after reasonable investigation, there Is no Applicable law In edi on the date Contractor signed this Agreement that would prohibit the Contractor's perfprmarca of its obligations under this Agreement and the transactions contemplated hereby. G. CmkaRpr's Statamems. The Contamor's Attenuation and any other supplementary Information submitted to the City, which the Dry has rallied on in entering this Agreement, do nm: (]) contain any unfree ztatementof a material act or (n) omit w rate a material fanmat e necessary in order to make the statements made, In light of the drcurestances In which they were made, not misleading H. Contractor's Investigation. Contractor has made an Independent Investigation ontaf vAory to lel of the conditions and circumstances surrounding the Agreement and the work to he performed hereunder. Contactor has considered such matters in entering this Agreement to prevlde services in anchorage for the wmpenadon provided for under the terms of this Agreement I. Ability b Perform. Contractor pnseesses tie business, prpfeszlonal, and technical expertise to Coiled, Transport, Recycle, Process, and Dispose Permitted Materiels generated In the Clly. Contractor possesses the equipment fxllhy(as), and employee resources required to perform Its obligations under the Agreement ARTICLE S TERM OF AGREEMENT 3.1 EFFECTVE DATE Contractor tory provide the WI -Off Contadnff Collection, Transportation, Recycling Procassdng C mppsdn4 and penned services authorized by this Agreement commencing on the Effective Date. City of Faano gplPOefAgreement Page 9 3.2 CONDITIONS TO EFFECTIVENESS OF AGREEMENT The ablNaum or CIN to pelma this Agreement to become effectM and to perform its undertakings provided for in 06 Agreement is subject to the satisfaction of all the candidates below, each of which may be waived, In written form, In whole or in on by GN. A. accuracy of nepsesematbns. The representations and warranties made In Article 2 of the Agreement are tone and correct m and as of the EHnAue Date. a. Atheism W Otigatioe. There is no litlgidon pendirm on the Effective Date In any court challenging the award or execution of this Agreement or eastern W restraln or enjoin Its performance. C. FumbMW of Insurance. Contractor has Nodded evidence of the insurance receired W Article 10 that Is sadzfffiory tothe City. D. EflpMaasns of Otr, fourcg Anion. The City Council action approving this Agreereant shall have become effecllve and all Parties shall have signed the Agreement pursuant to Applicable law prior to or on the Effective Date, provided that no rertrnining order of any kind has been boded. 3.3 INITIALTERM The Inblal Term of the Agreement shall commerce on the Effective Dde and continue In full force for Red (5) years, mdp lune 3D, 2036, The Term may the extended pursuant W Section 3.4 or terminated earlyIn doordence with Section 11.2. 3.0 OPTION TO EIITEND Sets, to CIN Councd approval, the ON shall have the mum to extend die Agreement for an additional term of up to five (5) years. If the City Wands the Agreement, It shall give written notice to Contractor at lean own hundred eMhty heal calendar days prior to expiation of the metal Tem. The Ch wrpen notice shall spedN the number of yeah W which h elects to errand the Term W this Agreement and the nvead expiration data of the Aeeemmt. My auM suspension shall not become effective unless Contractor arm W me seconder, In wrltlry, at lead one hundred RM 11501 ulerNar days Prior to exPiralbn of the lneiai Term. pNof Freslro gal-0ff Agrcemml Page 10 ARTICLE 4 SCOPE OF AGREEMENT 4.1 SCOPE OF AGREEMENT Ths non-exclusive franchise, granted W Cantmam, authorizes Contractor, to Collars, Trienniums, ReI proms, Campers, and Dispose of Permitted! Materials placed by Residential or Commercial Generators In gall -OR Containers for Collection, provided that he Customer has voluntarily arranged for Contractor to proade Collection senfil The Contractor shall be responsible for he following services A. Collecting Permitted Materials placed by each Customer In a Roll -Off Cnnminer for ColkNon as requested by Cortomer. INa,, of Sol rtual ist Oat ies the B. mmaterlals thing at ber placed In the hall Containers (i.e., HazalydouslWastes) and a list of aueptable Recydable Materials, Onswir Materials, and C&D that may be placed In the Rl Conminer. C. Transporeng Collected solid Waste to the DesiMmted Mspossl Me and transporting other marl to an Approved Pnxessing She. D. Furnishing all labor, supervision, vehicles, aoll-0R coroners, cher epulpmern, material, supplies, and all shier hems and somas ntteasary to per(mm Its obligations under ON Agreement. E. Paying all openers mount to provision ol services resulted by this Agreement Including, but not limited W, Franchise Fees, tams, rqubWrY fees, COHectcm vests, Tmnsportatlan wits, processing vests, Disposal cern, utilities, etc. F. Providing all sen"Cars resulred by this Agreement in a thorough and Professional Pr ftl signamannerous and an that atY residents, buslnerso, and the ON are provided dwell re serves at all timer. G amfomiin9 all services in substantial Ntordamer with this Agreement at all times using best Industry pmrpae for wmpamble operations, H. Comphmfl with APPlimble law. I. Performing or providing all other servims namsrary to fulfill its obligations under this Agreement. d from The 1. Diverting calculatedamen month based upon the is of WHIcted aind Mebedraion rate shell be Pager ss ON of Fresno Roll -0R Agreement Damning a minlmum of 7M Of the fl g fable Ma sdals C Necsed from Usposal. Tie Diversion rate Well a ®kuNted each mom, Used upon We w,Mhri a Necydable Materials CdacteNI and M.Mted. f the rateshall be rdwleted nods omoMM1 ex Moon the wel{Mse Gill ofrtmlab "oboe" and Diverted. The enumenotlon and alwpgeaen of PartkuNr aspects of Sondra, lobar, or easement requirement s all obill ationWon net sN nderCWeonrof thi pareement whelber such requiree duty 0 ments o other enuttrsrated Cham In she ANPeemeln or not. n 4.2 LIMITATIONS TO SCOPE live awpe nd We Agreement SUN as hon-exclusive. Perommo youndeab may be CLlleued and Tmmp,Sm d by nther Pontoons Provided Mat sunk Persons do an In accetdonw with the CIKs Munidgl Code, orouding but "a lunged w once following: A. PanrlMed M~DM Cala by Dlher r1orFFBerh'e FnMIM Nweg PermNtad Materiels fnllectM by a wrty Was has executed a Non-Eedwive mouses ageement won da Obi for aldpl NC nminer CdieRlon Services, a. emdstad Maadab Whadnd by Oly. famished Mani whored by We Otyve munloysl o,go,s on Operitbn bmiuding: (l) meadals Wleesad using pulpment such �C ft w�and NnN not rant, tl by this Agreement We Cit RI materialwhich mryFe Colltded In Corte. 111", Of 11011 N ContaNers bion venwe spoworM b the Oryx w by the City's munldpal wlledbn OpenNOn or CrcY crews. C. Cana1M garytypl! Matareas, aaryclabN heyou rNN Generated In We any Source sepatMed and detailed by the General to youth chk, ch nitti a th M� noonPwflt organizations. D. MMedW Needed by Mlrr or O Por M b UnOiecee. permltled generals that are emovetl from any prembu and are Transported to a disposal She or prooxsa{ Site by (1) the Owner of LgSnt of sud"misn, fill by full -thine employee of owner or Onwpant that uses ton Owner's or OvupaMs ndnrgmentatNnntlranerawn ne diamagnet •Oy wettlu9 tlaacombustion Of Pnem whore Eemaltion UNIt r perterm ng ran del ued In removal of We Pemilded Meter lots Is itNN mi to the strvke bale peAonn lap sedan &MINNll od the CWS Munkipal Cade) aM swon More" nomenequipment.swFNa M no addmonal or fesomme fee unite who es empM eryaad E. oNW�adoormed by We person mlNcMM •fi matedali.wlNl4 from laMxaPln{ ening soMnA Pao 13 OW of Fusion Ib1I-Off Nraament E OIMr gesyvbNe Missourians. RNNe rolleRlon by any person or eomWny that variations Recyvbbk MahMls through use of Its own vabkklsl, and rewires rw cempensation for such fdleRlon or Transportation. G. MRtlse hen suite Schools and MNn GosammaM hwfiel The nemovel M any mateflak generated by pu yk uhpob, sees, the Counsy, of federal fer;mma Iwhh Me ewptbn of those fsdlitks mbleM W 43 US.0 Sermon 0611a11. 4.3 CITY'S RIGHT TO GRANT MULTIPLE NON-EXCLUSIVE AGREEMENTS The City may grant to an unllmW number of additional Persons trailer nornclushe hehNNe agreements for RagOR Camalrer Wlkc<bn, Transpurtetlsn, Recysoft ProaalN, Canposling. aha Disposal of Permhed MeeriAs. 4.4 CITY'S RIGHT TO EXCLUDE NEWLY ANNEXED TERRITORY FROM SCOPE OF FRANCHISE The Dmq reserves Her right as seclude tenilory Met Is annexed law Me mfporete limits of the CIry subsenuent to Me DR,mm Ouse from the sow &MIN framMise. 46 AGREEMENT CONSISTENT WITH APPLICABLE LAW The Agreement and scope of this handle Oax be Interpreted to be ocnNFolm with ApnRUMs Use, and curl" Me Term. N nature ludklat IMerpnsdons of current hew or race laws, ngW<bns, or Judicial interpretations limit the mishe a the Chy to M1w1uIN eovMe for the scope of Srryraa as specflralN set fMh human, Cnnvacte agrees Mat Me scope of the Agreement sent be limbed to More serykrs and m H NI5 which may he eWullr provided and that the Oy, shall not be asponslbk for aha hast pugs or losses [aimed by Contactor to arise out of Ilmmaao nm a the some of the Agreement set forth heMn. In sud an event, It shall be the respon shin" of COnsnctor to mul rim Me financed Impart of sud future ludlcal inteVre emism; or may sws. 4.6 OWNERSHIP OF MATERIALS Dnap mhrmd MCNrae are pkmd In a"IT,N C rune fur Othaddon by Contra ,awneahlp and Me rtht to possession of such materials shall tender dlrcctNfrom Me Customer to Cohtrxlm. on a shun -term tesla me on erceed more Man fee (s) ukndnr days Por Year, ON may hill ownersrlp or possexslon of Permitted Materials plaid In the RebR Container for Cullectbn, for purposes of warts charoMeriMSon studks, upon written nationgfemMto any Ofce Mf he ir nCity to sud However, rmMM In Ma Aeent shall le commued as gid"rse Y ownership or powNSbn unka sud written notion has been green to Commute. OW of fresno RdIOF,yreemed Page 13 4.7 NOTIFICATION TO CRY OF NONFRANCHISED HAULERS If CanaKtnr can pmdute aNden2 Net other Penmu ate UlbRing Permitted Nationals and do not have rights to do n in 9MMa by nonadusive banchmA Ahnemans with the City par continued' wha manser that Is not consistent with Me Dins Municipal Code, Cantractor shall notty the City In venlig. walhimmn (10) odndardats a Dwmantol WMenIM such cimleadn25. The Coniraturs nWce small Includes the name and ansitu ne number or the Penin or company CdkcYn PermMed Madam (t manner). the dam the Cosponsor witnessed Me even(, Me "I'm oa No ndaL Conulmm shag with ,amp fs evident of Na v bbdm of the mints granted by this non-excluche franchise. ARTICLE 5 COLLECTION, PROCESSING, AND DISPOSAL SERVICES 5.1 COLLECTION Contractor an IN26y auNerNed n CdMt Purloined MaMah from rntl and WsMasus a Me ON using ROVOR Cpnmine2 Contractor Mall Wildest Permitted banned from Deduction plot Voluntarily mavlbe to or moment Pal Carsdner Collection nrvlrn from Ornaments. Cannelton Mall provide Na Democrats wan a boli -OR C2seher far Permitted Matedab Wlention or shall allow has Cugamen W more rouptly "We a Rol Captured. ConractOr small Conome d hbae�nm s est rpt rrce�a dy f far SAW scheduled by Completes or as mutually agreed � me Waste and Orpnk Mati lvla. Cnntractw slnN Promote sentenced scribe to Its Customers asd anal champ Cotwrwn far sense at Reins annually speed by Cuatamer and Contractor. Canmstor shad Transport idle Wesae Wlated punuant to the Ayvemen to Me Cesimsta d Dlepaaal Sale and oar maertst on, p Appruvad PMc lne Ser Mn as been erected M Ne Contrarnw eM approved by Me City A narawd Processing Sln(a) count be able M demunibate oNenbn 2lR In acceptance wiles SMbns 0.3 and 5.3. Controul may oder Into prospects with Cuaomen for WIMbn servRn goaded Met In on ase Nal Me term of such s m ee, append beyond the Term of Mt Agnament. and Persuaded Mn In has event the City terminan this Apeemem Me tontrMM wiled any and all Coadnwra call dominate on Me termination dem of MN Agreement. SR PROCESSING AND MARKETING SERVICES A. PmaYlry. Clummucas pros to Transport and dNfm (I) all C&D It Uttle a In Me Can to de Aamaved CRD Promsing Site.(11) all R Y w mmmb R Cdkcts in to City to the Approved Recyclable anaceaMy ser, and (1it) all Organic hanmoab R Caliph in the CO In the APpoved Omphs WOmnhg Site. Raahue nom the CBD, it"hobla handout, and Organa Processing and Compostlq aatMtks sat be wwodd a by Competitor or a AppravW Prrcvwr at an Approved Disposal She selaRed by Cantmrfnr In accordance with Section 5.4. Contractor selected to Approved P.acersim salsl and APpraed Deem) Saiz), which are Mentined In Ca of Frnro Rdl-ORA{rearnent Page U Pahibt D. Contractor shall oesmN or arrange for the ON to IPSx the Appnved Promaslllg SNgs) and obser" opanb eft a any Dine during the Term. Cnnvgcwr or Its Outbound pm"spNs) shall possess ah parasite oma approves necessary, for use a the addressed Processing Shgsl In OR agulapoy, mmplWwe. Onhmw anal. upon ON request, provide Of MUM from Is Approved PrpcapoNsl and federal, mpbe of n"tee of violation or permits a the ON. upon oul of the ON, Connacter shall prwke a ceruned mwmenthon Its Approyd ProceMOlts) drcumenting M Obeertan ratt. If rontrattor slats to use a ProaMing Seals) that Is different than the Autonomist pedompot, she's) sfedRed in exmha o, it snap request wrimn apomval been the ON May (eo) cehrMar days pan to use of the site and obtain the City's "Man appavel no later than an 110) calendar days prior N Use of Of she. N �ntraamr N unable to Use an Approved ProcaM"g she due to an emer or sudden val ung Ste, may day an Mathathes ProuMey site =vlded Oat me boneteeactor drandM varied .a written ,esrr. ad him ON within twenty-four (xa) hours Of use Of an altarueava Peeceewy She, and (n) the slam"" Processing She IS fully yermheed and in snmpliam with all Appllcebh awe. Tha written notice awe Wince a description a the reason the ApPrwnd processing she is not aMlble and the ped" of tape Contractor proposes to use the ahe.naave proa"p sea. COlnracar seen use the altemadve PsateM'ng Site for an mon than ewanW four (la) hours wmroue Obtaining CN ,s wdhen approval. D. Mrtbf\R. The Cantratlor or M Antitrust] Protestor Man he Mandible for marketing C&D, heritable MateMh, and Oryenk WWri3k CN4 in the City and asserted. Oreamoer aha/Or As AppruaM Praesepe may vain all revenu> generated from the sale of Permitted Mated" gnat an Diverted. Upon Meet C AMUUor or hs Approved Processor shall provide proof he Me form a Imes rtre'pa showing end-uwrj to Me ON that all c$D, Rerydabk Matera4, and Orynk Natural Diverted an rearinted for Re Ntllry as reuse In such a mande. that ma emp, shall be considered as oWehed In ae ortanrx wan the Sate regulatans eaabllyhM by the An. All ceddual material from Me Prompoiry actyadhpa Mat a not mawead for use MW be xrounad for as DalsMal Tonnage at a Mrmhtad Disposal Sha. No hauellal Materiel shall ha transported be a domestic or foreign huftlon it Solid Waste DPymtl or suds neutral is its Intended use. CotheyNr or Pb potential PreaSlor than prwMe Me ON, upon written request, wily a lot of baker/buyees Muses to math C&D, aecyrab4 Maadak, and Organic Maaraa Dus neo. city Only audit brokers or buyers mMe m to rMnn Materials are being Reryded and N"nM from Disponi. hContracter femmes aware Mw a broker or buyer has Inagelly handled or Manual or mates"' pMmrMed by MOON or elsewhere, Cmtradw dull ImmadlabM Inform the ON and mrminam Is mntnd orworking nNtlonslllpwlM euM party aomgiaaly. G proppoeha and Wrahllg Colla Conte for shall pry all n assn with Promuky and manketlry Of PxmMed Materials ircludep pryment a airy Safe gess ahargel at Me Approved Prom--'ng Sias. ON OF Fresno Roll -OM Agreement Page ss 5.3 DIVERSION REQUIREMENT Contractor shall Divas from landfill disposal at Irut (1) 5091 W vallis of all Up it Collets within the any, (g) 7096 by weight of all Recyclable Materials It Collects within the City, and (lii) seg by weight W all Organic Materials it Collects within the City during each ohsMar month by Processing Nacyeing or Composgng sono or all of Me C&D, Recyclable Matertls, and Organic Matedas Collected. If Contractor his to meet the Metal requirements MMd In the preceding paataph during a calendar month, the Cry maytermirmus the Agreement in scceNancewIM Section 11.5. 5.6 DISPOSAL A. Oho l of Solid Write CWhand. Contractor shall Transport all Solid Waste Caliatted In the Orr to Me Designated Disposal Site, which Me City sperlRes shall be the Asserion Avenue IaoAfill in Tranquility, Callfamt. Cantaam shall WY all cover assaWted with Transporting and Disposal of Solid Waste Including Payment of any pie fear shafted at the Designated Disposal Site. B. Disposal of ProgessYM Nepalese. Contractor shall, or shall require Its Approved Processor to, Dispose of union from Processing of CSO, Recyclable Materials and Organic Materials Collected within Me Ory, Met are not Diverted throngh Pfoci ssire ac0vil by Transporting the residue to an Approved Disposal Site sµvf ed In EaMblt D, which is hwhilly autMrDed m accept such material. L Permitted Sb. Contractor or Its Approved Processor shall only Dispose of matersals at a PermMed Disposal SM Mat is in III regulatory compliance. Contactor, or iC Approved! Processor, shall keep or confirm all eaisthy pernd6 and approvals racessary he use of Me Disposal SM(s) in lull regulatory compliance. COMnetor shall, upon hoped. Provide maks of manses of Hotpot or permits to the OW. D. Compliance rush Naeutithm. Contractor shall oburve and comply with all regulations In effect at the Designated Disposal SM and Approved Disposal Spuds) and cooperate with Me gaatar thereof with respect to deMery of SOIM Wass, hooding directions to unlined Collection various in designated areas, accommodating operations and maintenance aNaltks, and complying with Hazardous Wastes e¢loshn programs. E. Dspasai M Approved Sha. Qmtropor, or ps Approved Protean, shall not Dlspnses of such residue by continuing it on any puGkar private land, In any river, ztteam, orotherwetvway, or In aM infinity reaver or shim draiMge system or in any other manner which victors Applicable laws. Contractor, or its Approved pramwr, selected the Approved Disposal Studs) for residue Dhpoai specified In Exhibit D. (S moCCPr shall arrange for the City, to Impact the Approved Disposal Ste(s) and obxrve operations at any nme during Me Term. F. Alternative Dkpmal Site If Contractor, or its Approved Processor, cleats M war a channel Shall) that is different than the Approved (Amposel shall) listed in Eariblt D. it shall request seri ten approval from the Elty 60 calendar days prior to use of the she and olden Me OtYs written approval no later than 90 calendar days Prior to use of the site. Ory of Fresrm Rall -0h Agreement Page 15 If Contractor, or its Approved Processor, a unable to use the Approved Disposal She due to an emergency or sudden unforeseen chusum of the Approved Dapoul She, Contractor, or Its Approved Processor, may use an ahernaMe Disposal She provided that 10 the Contractor provides verbal and wripen notice to the City within twenty-four Ute) hours of use of an alternative Disposal Slle, and (II) the alternative Processing Silo a fully peamhted and m compliance with all Applicable laws The written notice shall Include a dewiption of the reasons the Approved Disposal Site is not feasible and the period of time Contractor, or its Approved Processor, proposes to use the ahernetive Disposal She. Contractor shall use tee a8ernative olsposal Sits for no mon than twenty four 1241 Mum without obtaining City's written approval. !:f[Sl1g�L`i5 CrnlrMw still bill all Customers and collen billings In accordarw with ContnMr<sabllihed tales, which are set in a manner consistent with proWsbns of Section 9.3, The Contractor shall Prepare mail, and collect bills (or shall ewe written receipts for cash paymenal for Collection senma; provided by Con victor. Contractor shall he responsible far collection of paymeat From Customers with past due accounts. Contractor shall maintain copies of all billings and receipts, cash in chronological order, for flve (5) years alter expiration or termination of the Agreement. Contractor shall ameve anal marine Available to the Cry cooks of the billings and receipts within Five (5) days of the fa ectols weten request for the billings and receipts. The Contractor may, at Its option, maimaln thou records In computer form, on mkt he, or In arty other manner, provMetl Mat the recerds can ber preurved aha repleved for Inspection and verigwtlon in a poorly Palmer. S.8 CUSTOMER SERVICE Contractor shall maintain a business office within the Ory or within a reasonable distance of the 0" limits approved by tha Director. The business olflce shall soft at Wast one customer sereica repreunative capable of accepting payments from Cu6omers, answering service questions, and esolving Customer service issues. Contactor shall base a toll-free Customer serma telephone number and shall have NR available to answer calh from at bast 8:00 a.m. so 6:00 P.m., Hounder through Friday. An answering machine shall reacted Customer calls and wmke romantics beween 6:00 p.m. and SWAM. ARTICLE 6 STANDARDS AND REQUIREMENTS FOR SERVICES, EQUIPMENT, AND PERSONNEL 6.1 OPERATING DAYS, HOURS, All SCHEDULES A. pays aha Hwa of UlleRlon Oq a Reno will -off Agreement Page 17 ]. RatlantlY Pmmlaan OelFery or Collection of a l pilo Cumelrwr to or from Residential Promises shall only occur between the boom of 6:00 a.m. and 6:00 p.m., any day of We week 3. CanlmrGalPnmisen Dellye or Cullectdnofa Rdl-0RC inerNorfrom Um cial Promises that are IW fid or less from Redentkl Premise shall only occw between the M1ours of 6. W a.m. and 6:00 p.m., any day of We area. Delivery or Collection of a goll-0ff Container to or from Commercial Promise that are more than 1W Not from Residential Premises shall only =or between the hours of 5:00 a.m. and y:W p.m., any day of the week The drectror may require modifications to M1ours M delivery aid Collection from Cmnmertlal Premises to resohx noise complaints, and, in such mu, the Director may chaagefhe Plowable acemdng hours. 3. ExepOorn. In the Bern of an unforeseen circumstance, the Canttactor may delver or Collect a Roll -0N Cantalner from Residential or CommerWl Premises that are 1W het or less from Presidential Promises between the boom of 5:W a.m. and 10:W p.m., upon prior written approval Man the oirer.Nr. a. Failure to Olmply. N the Conm for fails to comply wn the Collection hours described In this Section, the Contractor mall pay the Clay IquMrted Damages as dismissed in Section 11A and Exhibit A. 6.2 COLLECTION STANDARDS 6.1.1 ImMsrtlpm to CUR r COMrxlor shall Instruct Customers as to any preparation of permitted Materials necessary, prior to placing In the 101 -Off Container. Contrattor shall, In written Mm, Inform all Customers as to the arcrostebk materials that can be imfutled in the RYFORCmllaimr and any unacceptable materials to be ecluded from Collector. 6.1.1 umof PrlaYe Pmperty Wntnaor man not damage Private property. Contractor shall amure that M employees: Ip Yore all gate opened In making CoRmUons, unless omerans, mmaed by the Customer; 161 do not uoss landscaped areas: and (IN) do nmdimb orlumpomr hedges and hnms. Ory mall refer amounts about damage to private property to connector. Contractor shall repair all damage to prlvYe and WNic property tarried by Its employees to W precious condition. 6.13 Uttar A6aWmnt A. M6rkllmtlanaf Sp116. Cantmaor sM1all tau dw ran to preveMveM1kk oN and wM1ick fuelMm Wing spilled or scattered during CallMlan and Transportation oPontbnb If any Porm uses thu erhis are spilled or scamred during Celkakn or Transportation operations, the Contractor Wall promptiychan up all spilled and scattered materials. Oty of Fresno Roll -Off Agreement Page is Contractor shall not transfer loads from one vehicle to anomer on any public street, unless it e nemssary to do so because of mechanlcO Way, hot load (combustion of material in the truck), accidental damage to exhibit, or unless approved Wthe CRP If Contractor fele to perform some or all of the requirements; thrashed In this Section, the Contractor shall pay the City Liquidated! Damagesas descrlbM In section 11.4 and ExhibitA. B. Chgx . Each Collection vehicle shall carry protective gloves, a brown, and shavel at an fimn for cleaning up toter and absorbent material for cleaning up liquid spuds. The Contractor shall discuss instances of repeated spillage not caused by it with the Customer of the Premises where spillage occurs, and Contractor shall report such Instance to Ctty. If the Contractor has attempted to have a Customer stop creating spillage but is unsuaessfuL the City will attempt, upon mike by Me Contractor, to rectify such situation with the Customer. C Covering of Wada. Contractor shall cover all Roll -ON Combiners at the pickup location before Transporting materials to prevent Permitted Materiae from escaping during Transportation. SgA NoM All Collection operations shall be conducted as quietly as porde a and shall conform to Applicable law. Contac er will promptly resolve arty Complaints 0 mite during the morning or evening hours of the day to the satisfaction of the City. In the event of repeat occurrences of muse levels In excess of TS db(A), the Contractor shall pay Uqudaoed Damages in accordance with Section 11.4 and Exhlhh A. 6.3 VEHICLE REQUIREMENTS A. hart ral. Vahides used to provide services under this Agreement shall be kept In a safe, neat, clean, and operable condition at all forms. IfContractor falls to keep Collection vehicles In a safe and fernery condition, the Contractor shall Pay the City Uquldated Dzma im as described In Section 11.6 and Exhibit A. B. 6pad6utlors. Contractor shall Matter all vehicles with the CalRome Department of Motor Vehicles. All such vehlcia¢s shall comply with California Enwronmental Protection Agency IEPAI noise emission and air quality regulations and other applicable nose central regulations. C Veldde MenUllotlon. Contractors name, local Whiphane number, and a unique Menti cation number for each vehicle used to provide serves under this Agiremmrt, shall he prominently deployed on all vehicles, In letters and numbers that arc a minimum of 4 inches high. Contractorshall not pace the cry's logo on its vehicles. D. Cleaning and Malrdmame 1, UMnlry. Colkdion vehicles shall be thoroughly washed and thoroughly steam cleared! M frequently as necessary to present a clean appear i¢ of Ne exterior and interior compartment ofthevehide. 3. M9ntelYM. Contractor shall Inspect each vehicle daily to ensure that all equipment Is operating property. Vehkks met arc not operating properly shall he taken out of service until they are repabed and operating Properly. Contractor shall perform all scheduled maimmna an City of Fresno llaLOR Agreement Page 19 furctlons In accordance with Me manufacture's specifications and schedule a in accordance with California Highway Patrol standards, whichever are more stringent. Contactor shall deep accurate records of all vehicle maintman¢, recorded according to dale and mileage, and shall made such records awgeble to the City upon reque[ to Me extent nesesary to per unto the Inspections desaroed or Sections 6.31 add Ell. 3. RaPNn. Contnaor shall repair, or arrange for Me 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 ak and operable mndhbn. Comrac or shall maintain acwtate records of repair, which Mall include the date/m0gge, nature of mpair antl the remounts of a maintenance supervisor Mat Me repair has been properly performed. 4. Storage. Contractor shall arrange to store all vehicle and other equipment In sato and secure dca onisl In accordance with City's apWlcadk zoning regulation. E Operation. Vehicles shall he operated or compliance with the Ulifomia Vehicle Ude, and ad applicable safety and local Ordinances. Contactor shall rot bed vehicle; in lames of the enufassun is recommendations or limitations Improved by State or local weight restrictions for vehicles add roads. Contractor shall have each Collection vehicle weighed at each Approved Processing Sites or Designated! Natural Site to determine the unloaded weight (stare snuMV) of Me vehicle, and the bol badetl weight of each load delivered to the Appmwed Pmcesdng Sites arch Designated Mammal She. F. VeNde Inspection. City may inspect vMltlu at any dme to determine compllanm with Her requirements of this Agreement Contractor shall made wedded available to the City end/our Fream County Heath tkcerpnen[for Inspection, at any frequency City reasonably requesm. 6.4 ROLL -OFF CONTAINER REQUIREMENTS A. general. All Roll -OR Containers shall meet applicable Federal, State, City and bol regulations for afety. e. spednrnlpm 1. Resonant Updage, If Me type Of materials placed In the container may result In manage of gquas, Contractor shaft age pieautions to assumed the leakage of ggmas. In accordance with Sendon 17315 of Chapter 3 of Title la of the CalRwnla Code of Regulations, Roll-0lf Containers used to Collett garbage and putresclbm materials end/or garbage and putmsclbles mixed with rubbish shall be nonabsorbent water -tight vector -cushion[, duabm, easing cmamble, and shall be pleaded! for safe handling and the containment of Whoa. 3. Prwbmn of Selfishness Capaclry. In accordance whir Section 17315 call Chapter 3 of Tick 14 of the CoMomm Cade of RegumHons, Containers for yrbage and rubbish should be of an aLpwa size add In suficlem numbers to contain without o rnnowma, all Me refute met a household or other establishment generate within the designated removal padod. 3. Use of Cantalnars with Ica then Ten 1101 Cubit Yards of CaPadty. Roll -Off Containers wssh "Puffers of less than ten (10) Cubb yards may only be used be the purpose Of Comtling Cap. City of Fresno Roll -0R Agreement Page 20 C Ral-0n Puri" IdandlbRom An Wnnachr-pmmded ROII4AfCntainers shall Prominently display the UntructoYs name, Iwl telephone number, a unique R01FOff Container idenfificaOOn number, arra a list of acreprabk materials. As aPProprWte, 110I14M Untainers shall be labeled for: Wid Wash, Re Whable Materials, Orgenk Matemis, a CBD. Such labeling MAY be temporary labeling M May brain Of nug or detachable signs. If Contractor fails to comply with Me provisions of MIs Section 6A, the Contractor shall Pay the aty liquidated Damages as deudbM In Section 11.4 antl Eehi rt A. D. aeanlrp, Pal M, antl Mairdmarrrc. All RoY (Zormers shall be maintained In a sate. endmahie, and functional condRmn. Contractor shall steam Aeon and repaint all Roll -Off Untavers at least every two years, or more frequently, to Present a dean, graffiti- ee Appearance. E. Tell Con r Inspections. City may Inspect ROIFOR Containers 9 any time to determine compliance with sanitation reiWrcmenk. Contractor shall make Carmen available M the Chy, at any frequency It requests. The any shall have the rhl to prohibit the use of any ROIFOIf Container Mattelb to comply with the provisions In His Section 6.4. F. glraMwwtl Rol Corlmre. (Antraaar shall not Abandon any ROIFOY Container used h provide Permitted Matweds Wheebon seMtts under this Agreement. If the UmraMr Abandons a Umnctorm ned RWIOff CORP1Mer, Clny may rcmare the RhiFOf Contahrer and Process and Dispose Of are come uh. R the Gly nonmeas a ROIFOg COriner Ahandoned by Contractor, Me City may charge Contractor for Me otys costs Incurred rernoving such Roll-0ff Untalner, Transporting Prvicessiry, and DOMAIN of Its coments, and/or the part of storing such 11011 -Off Cm4iner. Contractor shall reimburse Me CYy, Por such casts within Fourteen 114) cakndardanaOedate PfineaWslnwo Wthemmr rforsuenrartr. rcthemntranor does not Pay the Invoke amount within fourteen 114) days, the City shall became the ROYOff Container owner If And IMMice mW an We intent to become the Container owner In lettering Of At least 13 paint Put. For the purposes OF this Section 6.4.F,'Abandon-means the fallowing: 1. foramca s fallue to romanny a Ummrtor-owned Ro1FOR C Mabmf within five (5) calendar days of re Hying a written request from a Waldemar or the City or within five (5) calender days after Me termination of the customer service W" Ment between Wntr r and the Ustomep or 1. Untractor's failure to re a WntrantorrAned ROII-0fl Cantalner within ten (10) calendar days upon expiration or termination of this Agreement MOO M Me case where Contractor has been granted an extension of the Term of the Agreement or WMraetgr has been grantee a subsequent agreement authorizing Contractor to Collect and transport Me Type or types of materials fir which Me Rdbff Container was used Pursuant to This Agreement. aW&Fmsno RotlO Agrmment Page 21 6.5 PERSONNEL A. GatMrel. Contractor shall furnish such qualMktl dnvery malnten mens. supeMsory, Customer serecs, clerical and other personnel as may be necessary h provide the serykes required by this Agreement In a safe and efficient roamer. B. Ddyer Qualfilotbas. All drivers shall be trained and qualified in the operation of Collection whkles, and must have In ei a veld Ikenets of the appropriate class, issued by the California Department of Motor Velskles. Contractor shall use the Class B CnlifornA Department of Motor whicks employer Vull Notion Program" to monhor h drivers for safety. C. Meer Terrey Contractor shall provide suitable operational and salary training for all of i6 employees who operate Collection whicies or equipment or who are otherwise directly Involved in such Colktlbn, Dlsponl, or Processing. Connector shall train Its employees involved In Collection to identify, and not to collect, Hazardous Warn w Infectious Waste. Upon the Guys request, Connector shall Provide a copy of in safety police and safety training Program, the name of is safety offiver, and the frequenwalf As nalnings. D. E 0 an Condust and Courtesy. Contractor shall use its best efforts to ensure that all employees Present a eat appearance and mntluct themselves In a courteous ma Contractor shall regularly train by employees In Customer oxed ery, shell prohibit the use of bud or prohne language, and shall instruct Collection employees h Perform the wwk as quietly as smaller. If ata employee is found not to he courteous or rot on be perhoode, services In the manner required by this Agreement, Contractor shall take an appropriate coneddee measures and shall pay the City Uqudaded Use rdems as desctlbed In Section 11A and Exhibit A. E. Employee Itlemgbtlon. While performing seniors under this Agreement, all of the Contmtols employees Performing flab service shall be dressed In clean clothes and shall wear badged that hMWn the empbyee's tame and/or employee number, and Commodes name, as approved by the City. 6.6 HAZARDOUS WASTE INSPECTION AND HANDLING A. peepeee he N mu us Waste HNlltlfyd during CglMq wM If Contractor determines Unit material placed In any Roll -0g Coleslaw he Collection In a Hmrdous Wen that may not legally be Disposed of at a Disposal She or handled at the Processing Site, or presents a hazard to cnntrzR s employees, the Contractor shall refuse to accept such material. The Contractor than contact the Customer and request the Cusnrner to arrange proper Disponi. l the Generator cannot W reached Immediately, the Contractor dean, before leaving the Prembes, k rve a tag at least two Inches by six inches IE" x 6'I in size, which indicates the reason he ref vent{ to Collect the material and Ilse a pee number he Allotment Information on smear disposal of the Hauardow Wash. Under no clhumetenes shall ccnvscx rs employees knowingly Collet Hazardous Waste. If Hazardous Waste Is found in a ROII-0R Container that could possibly taped In Imminent danger to People or propend, the Contactor shall immediately oddly the OCjs Fire Department using she 911 emergency number. Chy Af Fresno RoleDR Agreement Pam it The Contractor Mail notify the Ory of any Hazardous waste Identified In ftll R Containers or HIT at any Premises Within 24 hours of Identification of such mationg. 9. Reapome to Haaardgn Waste s say is at Disposal Sate or prw.BlNo Rte. The Contractor, OF has Approved Plomssor, or Disposal RR operator shall provide lead checkers and equipment operators at the Processing or Disposal Santa) to Identify Hazardous Wastes for storage In approved, onsite, hazardous maerlaR storage contalmr)s). Connector shall make reasonable efforts to theory, and notHy the Customer. Contractor shall emerge for natural of the Hazardous Wastes by permitted haulms In a¢afdame with Applicable laws and regulatory requirements. H the Hazardous Wages deliveree to a Disposal Site or Processing Sim by Contractor boom Its Presence Is demand, and Me Generator cannot ha Identiietl or hik to remove the mateng after being requested to do an, the Connector shall arrange for ka proper D sp cal. The ContmCmrmay, make a god fill" e6ortm remser the Wind Disposal from the Generator, and the chat d"R effort, as well as the con M Deposal shall W chagleaNeto the Generator. C. RCWlatbra and Record Keeps. Connector shall comply with emergency notHlution procedures repulsed by Applicable tows and regulatory requirements. All records requlred by reconditions shall be Mantaime at the Connata(a facility, These remNs shall include: waste menrcests, wase Inventories, wase characterization records, Inspection records, incident MOM. and training reccads. 6.7 NON-DISCRIMINATION Contractor shall not discriminate In the provision of service or the employment of parsons engaged in Permanents of this Agreement on account of ram, color, natural origin, ancestry, religion, gender, medal status, sexual orientation, age, Phygcal or mental dRffiIlity In violation of any Applicable lay. 6.8 COMMUNICATION AND COOPERATION WITH CITY A Cp nbrlore. H requested, the Contractor gulf meet with the Cry or Its agent to discuss service Rome. B. Inyembn by City. The City, or Its desymW representatives, shall how the right to observe and review Contractor operations, Procedures Sues and Disposal 505 usual by Contractor, and enter Comractofs Premises for the purposes of such observation and review during reasonable hours without advance realize. C. Uoperata wbh C ty4Nte d glial®. Contractor shall cooperate wbh and assist "e Ory or Its agent with the performance of City -initiated studies of aermltted Materials such as, but not limited to, waste characterization and compositor gra es. Clly of Fresno RollOffAgreement Pasta 23 ARTICLE 7 RECORD KEEPING AND REPORTING ].e GENERAL 7.1.1 MelntermMORuwds Contrsdmr agnea to conduct data collegian, Inf0mallan and record keegy, and reporting attivhks needed to romper wish and to meet the repoRing and Permitted Materials Program management needs Of City, the Act and ether Applicable laws, and the requirements afMls Agreement. Thh Article is Intended to highlight Me general nature a record. and repasts to ber maintained by Untrac or, and their minimum content. Thh AMcle Is not meant to compmhenslwly define what the records and reports are to be and their content. WRM1 the written direction by m apgowl of City, the rtmNs and reports to be maintained and tamrided by ContadOr In a¢ordene nwith this and abler adjusted in number, format, or frequency. Records and ramming OF Me Agreement shall be may be revised M mflectcurnentrecord keegng arra repo ting moueememb. To the extent such requirements are set out in this and Other Articles of this Agreement they shall not be considered belting Or necessarily complete. TU RatanNon of Records Unless otherwise required in this Article, Cmtnctar shall retain all records and data required to be maintained by Me Agreement for the Term a Mb Agreemaim Plus five (5) years after Its explubian or riser termination. Records and data flan he In chmmologkal Order and readily and easily Interpreted. 1.1-3 Inepeotlon of Rerwtls That Ory, M auditors and other agent shall have the right, during regular business hours, to Instants spntRk documents or records required W this Agreement or any other similar records w reports OI the Contnaor that the Cky shall deem, at its We discretion, necessary to evaluate Me Cnntractais performance provided for In Mrs Agreement. The City may make copies of any documents it deems relevant to this Agreement. The City shall provide Contractor written nothe at Feat three (31 Business Days prior to any inspectors of these records, and Cpnbartal shall refit a and make availkle M Me aty the requeaee documents and commis a Mat time. The Cdy reserves she right to inspect records for the purposes A auditing the Contactmes reports, reported Diversion laws, aM fee peymenn to the City. IF an audit conducted! by Me City, or hs rcwesenvtlyes, tines; (I) that Me C nmaclor has made any Intentional misreemsentxtkn with respect to the fees dues to the City (eg, Franchise Fees or otherfees duets the City) in an areountgreater than $1,43400 or 10%Of Me fees clue to the City during the period covered by Me audit. whlclawr Is greater, Or (0) Mat the Diverskn Forel "% than the Mversen beet reported by she Qmtracbp Men in addition to any other remedies awllable to the City, Contractor shall reimburse Ma CO for the Cows costs Incurred In the perfomarom of the audit Such reimbursement shall de pork by Contractor, ahemg With any underpald fees and Liquidated Damages moment by SOCUmn lid and Exhibit k woman lhbry (301 alendar daysafthericotta Coy notdlessthe C Malcrofthe amduntdue. any of Fresno RoIIUH Agreement p 30 I." gemrd severity Contractor shall maintain adequate record sewally W preserve records from events mat can be eawnably anticipated such as fire, theft, and earthquake. Eltthonlmlly maintained data and records shall be protected and baclarri 7.2 RECORDS 7.2.1 FksarMal and Oparagarul Rxarda Contractor shall maintain accurate and complete accounting records containing the undedying financial and operating dao relating to and showing the basis for computation of all revenues associated with Providing Permitted Materials Collection, Ttansportatcn, Processing, Rerycift Comparing, and Olsppol services. The accounting records shall be prepared In accordance wish Generalto Accepted Atwunting Principles (GAAP) consistently applied. At a minimum, Me following operational occults shall be maintained by Contractor for Oty mlafing to: A. Customer account Information and Wiling records, B. Tonnage of material Collected by type (e.g., Solid Waste, Re ydabk Material, Organic Mapping, or 050) listed by Propeising Site or Disposal Site where such materials were delivered. Where possible, infsmstr n Is to be separated by Reskental and Commercial Customers. C. Tonnage or Recyclable Materials, Organic Material, and CSD Diverted from Disposal by Contractor and supporting documentation. D. Diversion level, which shall equal Tonnage Dlreited by Contractor divided by the Tonnage Collected by Contractor multiplied by 100, listed separately by month for the prevlous quarter. Tonnage Diverted shall reflect Permitted MMednls Processed less rescue Command. E. Rescue laves of Processed or Comported materials. E Weight occurs from (p designated Disposal Sip documenfing the Tonnage of Solid Waste Collected within the Cory and delivered to the Dulgnabed wspwal Ate; (11) processing Sips documenting the Tonnage of Permitted Materials Collected within the Ory and deliveretl to the Approved Processing Sites; and, (lite Approved Disposal Sites documenting the Tonnage of residue delivered W Approved Dumas! Sites W vehicle, date, and term. G. End use and markets for recovered materials. Contractor shall make records avnlzble to the Cry upon moment. 7.2.2 CuFpmer RacordF Contractor shell maintain accurate and complete rewids containing the number and topes of accounts served by the Contractor. Therords shall contain, at a minimum, the Customers name, type of business, phone number, address of Roli Container degyey and Collection location, dap of dellvey and Collection, Itemized [Min of senlas performed, We of Permitted Material Collected, Tonnage Only of Framo Roll -Off Agreement Page 25 collect!", and the amount Chilled to Provide services. The information and, be ProNdad to the city UW request. 7.2.3 QRM Daren4 gararM CRY views to ability to defend irnRagasrt ComprehonsWe EnNmnmenbl Reapnme, Ump utign and yabWIW M (CERCIA), and railroad IMptum as a matter of gnat imporknea. For Mls reason, the Cl , regards its ability W prove where Permitted Matedah Cnga<ted by the Contractor are taken for PhrOur ng, ReM1in& cx^Isosting, Transfer, or Depuaal, as well as where they are not town, to On matters of Concern. Contractor shall maintain, retain and Preserve records which can establish where Permitted Materials Wrested wen pmcapd, Comported, sued Disposed (and tlwretant ewawm where they were nay. The Pmdslpn shall sardine the ®inestoe o "Hier termination of this ABleemelll. Contractor shall maintain these records for a minimum 0ten O01 years beyond explamen W HOIEftenldnatlon of the Agreemem. Cwltnnor shall prance Mep recaNs tPtity lupan request or at ted and of the record retention Pedotl) In an organized and ledaaed manner cadres Man narrowing or doming of them. 7.3 GENERAL REPORTING REQUIREMENTS tncter agrees to mail a copy of all mparm and submit all reforms on The format of each report shall ore approved by OW, Cunlrattur may Propose report formats that are rygsnsM to the oblecdves. Con In a format compahad wIM CWS sohware and commmem at cumpmnr dlsa, by a'mall, in by modem neaten statement under Penalty re taW thby the N pnvide v rte correct te the best no adrMigh Norge. ConeRleraocita°r Mat Me Mpert being submitted s true and m raeponsss Comrecbr knowstlgaof� °�'sl slier Mev mwnahkkquirv. f gmgnM. d Caitramgr shall submit nw^din, reports wiMin RRean 1351 vastness aays of ibe ted o vac Cmmacdo. Pas season day ed "d`nHimed k ll Sxda a�ed E ibtt P. this Mdcl4 fnndaGbr shall pay d" Cloy Lmmmord Damages as (pniracbr shall submit (Na mail and e-mul) all Monts to: Solid Waste DWsson hamate' ❑ty of Fresno 1325 El Dorado Street Fresno. CA 95106 7.4 MONTHLY REPORT T,e monthly hwm shall present me fallowing ini°rmaUan. Totel Permitted Materiels lowkae Collected t Tj intrin wIMM Me Gq aeparmudY M material type am W month. P, down Tennega p that durlMtl`^PrayyasePartm.Rsma Calk[tetl condxNs "a the w B. plyarted Tedcom Pomo a Materials Toenail Charn el Was and dl monU. was OWemea nudng Me ore+iau awrter.11atetl seprakFy pap 16 CItY of insno RogUR pgreemem C. fisposed Tannage. Permitted Materials Tonnage Collected by Contractor within the City that was Disposed during the previous quarter, Ibtad separately by momh. D. Diversion WA. Tonnage averted by Contractor divided by the Tramway whetted by Contractor multiplied by ID), Sued separately W month For We pre ipas oWrter. Tannage Damned shall ref ng Permitted Metertals Processed Was residue Disposed. L MD. Tonnage generated from construction and demolition dermRted ones, noting the Permit number, the site address, the Terrible hauled, the date hauled, and the fadlltYs to which the material was hauled. F. Disposal and Proseshl{ b m. Contractor shall pro ilde a Bu of the names and addresses of where Permitted Materials Collected within the City during the previous quarter was Oaerted and Disposed. Such list shall Include the amount of Permitted Materials Tonmge Dwerad and/or Disposed at each kaation during the pnenaus quarter, Ilsted Separately by material type and by month. G. Stevens. Gross revenues (e.g. cash receipN) eamed on all Rofi-0 Contalmr Zodection, Transportation, Processing, Recyding, Camposthig, and/or Disposal sealers provided to CustomerswlMin the ON duringthepre ousquaver, listed Separate" month. H. Imurarca. Updandinsuancecermlates. 1. amount bdvmatlun. In table former, the number of Customers within Me Oty limits served and number of Rall -Off Containers semad per month listed by Roll -Off Container type (Drop Boa or Compectar), Roll -Off Container size, and hated separately by Perrnmed Maarlal type, and regularly sMedule service and unscheduled (Wralh service. J. CompacbrO and BoaN Members. Protide a list of Contactors offlan and members of ib board of directors (only required with dw December monthly report Such year, or In Me event eta champs In the officers or beard manhunt. The CIN reserves the right to request additional reports from Contmttor, and upon Ws request Contractor shall provide information required above for Me rime period requested by the Ory. It Is the desire of Me Uty to track We above required Information on an ongoing beak throughout the term of Mls Agreement. 7.6 AS 939 COUNTY SURCHARGE REPORTING Contractor acknowledges thatChy Is a party to net certain M 939 Memorandum aUntlernaMlry with the County of Fresno and various ether lud chumons dated January 6, 2030 (Me 'AS 939 fil and further acknowledges having receded and re ewad a copy of the AS 939 MOU. The Parties agree that C mtractor is a'Ju hniiNon's Haulee, as Met term Is used In Part IN, Section H M the AS 939 MOU. Coperactor shall comply with all requirements of Pan N, Section H of Me AS 939 MOU Mat are appliable to a Junsdiction's Hauler, Including ban not limited to submMal of tappets a" Payment of We AS 939 surcharge (as that term is defined in Me AS 939 MOU). ON of Remd RCII-Off Agreement Page 27 ARTICLE 8 FRANCHISE FEES AND OTHER FEES 8.1 GENERAL Contactor shall collect the fees described In this Settlon from Customers through C mmucher's regular billings and remit oulacted amounts to On on a monthly baskas tlescribed In Section gS. 8.2 FRANCHISE FEE In consideration of the eacaslve rights provides Connector herein, Contractor shall pay Franchise Fees to the City each month equal to 10% a actual gross NOW revenues (e.g. not rations) remitted to Contractor by Cush mens for servlet prwlded by Contractor under this Agreement. 8.3 OTHER FEES The any may set "other" additional fees, as it deems necessary. The amount, none, and method of payment and adjustment protea will be set In a manner similar to that far other hes described in this Article. 8.4 ADJUSTMENT TO FEES Ory may adjust the fees established! In Mk Artkie annually at any time during the Term of this Agreement. �Xi2v'tIll -1 i9FIg�-1.Tl�\i3a3d On or before the 10th day of each month during the Term of this Agreement. Comm ctor shall remit to City Franchise Fees and other fees a described In this Amcle. Wsuch remittance Is not pert to the Oty on or bears the 2M day of any month, Contactor shall pay. In addition to the amount owed to City, 2% of the amount owing err that month; phss an additional 2% owing on any unpaid Warms for each foaawlng thirty (W) calendar day period the fee remains noted! Easementhtramittamea ChyshagMacw"nhdbyaaatementhemizingeachfeepaid;detaiiing calculation of all fes; stating actual gross revenues (e.g. cash receipts) for the monthly period whetted from all operations conducted or permitted by this Agrowrmw%and stating the number and size of ConainemmMc byl ntactorarthemonNLymd d. Each remitGnre includin all supporting dowmena8on shall be provide! to: Atm: CM Controller. Finance Department ChyolFasno 2600 Fresno somet Fremo, G 93711-3614 City of Fraarm Roll Off Agreement Page 28 8.8 OVERPAYMENT OF FEES NCantracmr beFeues it has paid Franchise Fees or other fees as described In this Ankle, In access of the fees due to the Ory, Contractor may submit a request for refund to the Dkacrm. If pool of meryayment Is satisfactory to the Director, the Director shall authorize the Ory to rcrand the meryayment to the Contractor. Contradar shall not apply any overpayment as a aredh against any franchise Fee or What amounts payable to the City, union spechgolly authorized to do a by the Director In writing. 8.7 NONCITY FEES; AS 939 COUNTY SURCHARGE Pursuant to Xctlon 7.5, Contral shall pay Ne Wormy of Frmm an All 939 surcharge as applicable In accordance who the AS 939 NADU ARTICLE 9 CONTRACTOR'S COMPENSATION AND RATES 9.1 CONTRACTOR'S COMPENSATION CantraMfs mmpensation for Performance of all Its obligations under this Agreement shall be: (I) actual Pete revenues path to Contractor leg. osh receipol by Customers thtt obtained Contractors Collection arvlws Not fees dues to We City in Worrisome with Article g, and (g) reeeaues genacned by the sale of Collected materials Diverted from Disposal. ConMttor's compensation Proved! for in !fie Aitkle shall he the full, entire, and compote wmperlbatbn due to Contractor pursuant to this agreement for all labour, equlpment, materials and apple,, Pro,dgbI CYmwttin , and Disposal hoes, regularmy fees, City Nes, bags, insurance, bonds, overhead, ope lions, pwflt and all other things neousary W perform all the ser a In the manner required by this Agreement H Contractors sports are more than Contractors compensation, Contractor shall but by svmpemated for the difference In cocas and revenues. H Contractors wns are less than CantracNrs wmpenatbn, Crntrattorshall rebin the dlRercnce. 9.3 CITY'S RIGHT TO SET MAXIMUM RATES The Ory reserves the right to establish maximum gates for Permitted Materials ColNctNn servkbi Provided under this Agreement in the event that: la) there art three or fewer companhos bolding nqn- exrlufNe franchise agreements for Callemson of permitted Materials, or (b) the Pates charged by the mmpanles holding non-exclusive franchise agreements for CnINMon of pesmlmard Materials are no longer compenble to thea of tithes Jurisdictions, as morbidly determined by Ob. ifthe ClNchooses W Samba Its right to set maximum gated, Cry shall notify Contractor at lean 1a0 calendar days prior to fire date that maximum Sates become eXective. In such rose. Ob will set malmum gates with City of Fresno abo140RAgreement Page 29 nsideration d reasonable and necessary costs for Coleman, n, processing, Composting, and Disposal and with the Intention dxRlrg maximum Nates that will enable pestles, Including the Contractor, that haw executed NOnExclusive Franchise Agreements with the City far ROlbff Container Collector Services the ability to recover reasonable and rami costs and a reasonable prone 9.3 CONTRACTOR'S RATES Competitor shall set the Rates a charges its Customers for poll -Off C011ealon services. The Cnntragors Rates shall not exceed Gty- lbiished maximum Rates, if the City exercises Rs rights under Semon 9.2. ARTICLE 10 INDEMNITY AND INSURANCE 19.1 INDEMNIFICATION Contractor shell indemnify, defend with counsel acceptable to the Ory, protea and hog harmless the City and each of N officers, of cads, employees, volunteers, and agents (collectively, indemnitees) from and against all claims, damages (Including but not limbed to special, consegtent e, natural resources and punMVe damages), injuries, costs, (Including without limit any and all responu, remedethan and removal com), buses, demands, debts, (lens, liabilities, causes of action, sults, legal or adminetrmw proceedings, Intones[, fines, chmges, mnag , and expenses (including without limit attorneys' Fragrant wlmess fees and costs Incurred In connection whir defending against any of the foregoing or in enforcing this Indemnity), (collectively, "Damages) of any and whadcever pi incurred Or suffered by, or asserted depend, indemnitees arising from or amibunable to the am or omissions of Contractor whether or not mademt or otiodwee wIWNe, In connections with or related to the performance Of the Agreement, except such ba or damage which wild caused by the sok negligence Or willful mewndu t metheaty. Contractor's duty to defend and Indemnify herein shall Include partial arising Rom Or altrlbuMble to a" operations, repairs, deamup Or detoagicatbn, or Other plan repardlea of whether underlies due Or gowmmentel action) concerning any wreMaus wade Collected In the Ory. Contractor shall be Featured to Indemnify the Oty fvr me man for any calms aroft from Me processing, WmpDst or Disposal M permitted Mabmals, Inductft but not Whiled to, mums arena under the Comprehensive Enwmnmental Response, Compensation and tudility Act (CERCI.a). The Iomgokg is Intended On operate as an agreement to defend and Indemnity and hole harmless indemnities to the full extent pamilthed for liability pursuant to Secdon lo](e) Of also A 42 U.S.0 SMbn Cold ) and OulgomN Neale and Safety C. cle Section 253M In additm, Contractors duty to defend and Indemnify herein includes all fines and/or penalties imposed by the 011ifomla Department Of Reaourtes Recycling and Recovery, subject to the reshktlons set bat In public Resources "a Section 41 9.1, N the requirements of use Act am not met by the Contractor with respect ono the p rmleted Materials Collected under this Agreement. and such failure Is due to Contractor ddays In pmvaing ImiDmartion mat presents Contractor or Gly from submitting reports required by the Act In a teeny manner. ON of Freida pokOR Agreement page 30 mis provision well survive the expiration or earlier termination of this Agreement and shall not W construed ss a answer of rights by Chy to contribution or indemnify from WWI parties. 10.3 INSURANCE IO.Ll Minimum $cope eflnsurapv Coverage shall M at least as broad as: A. Insurance Servicos Office Commercial General Liability coverage. L Personal injury 3. C mrwtual liability B. Insurance services Office covering Automobile Liability, orde I •arty avi A. Worker's Compensation Insurance as required by the labor Code of the Sbte of Calmorn i and Employers Liability insurance. B. Such miter Insurance coverages and limits as may he required by the crfy. 1A3.I MlNmum LlmHa& Insurance Contractor shall mountain Omits no Ass than: A. General Liability: $1,00i each o a for bodily imury and propaOy damage, $1,(%10.000 for Personal mr0 advertising Injury; $2,04001 products and completed aperatlons aegmdate, and $3,000,000 general segregate. If Commercial General Wblllry Insurance or other form with a general ag in gere liability Is used, either the general aggregate limit shall apply separatists to this project/oution or the general aµregate AM shall he twit the required occurrence last. B. AutomobiAWbduty:$1,000,ODO per scriba far nodus injury and property damage. C WDM1ers' Compensation: Workers' cs mPonsabon limits as required by the Wtum Cade of the Started Oliom a. D. EmpiWer's.lability: $1,oW.DOD each actldent for bofily injury. 5i,oro.DDO disease each employee. $1,DW,COD diceaae polity limit. E. Pollution Legal LiabOlty: SIADOOW per claimimcurrena and $1000.000 aegraMm for bodify, injury, property damage. and renunciation or contaminated site. 1023 peduetlMa and SeHamrred Mlanlbm Any deductibies or self-Insured retmtlons must W declared to and approved "a City. At the option of Me any, etther. the Insurer shall reduce or eliminate su lh deEUNbles or aaH-Insured retentions as respects; Line Ory, hs oBobls and employees; or the Contractor shall procure a bond guat3M ing payment of losses and related Inve4lgations, claim administration and defense eamnxs. City of Fresno goll-0 Agreement Page 31 10.2.6 Other Insurance Provisions The policies are to center, or be endorsed s Contain, the following pmu6kins: A. General Gablllty, and Autamoblk Calllry Coverages 1, The City, its aflkars, officials• employees, agents wM volunb em are to be C vered as additional Insureds as respects: liability arising out of activities performed W or an behaM of the Contractor, products and combated opempons of the Contractor; prombe; owned, leased or used by the Contractor; or automobiles owned, leasatl, hired or borrowetl by the Contractor. The coverage shall Contain no special limitations on the scnce of protection afforded to the City, its aliidals, empaaeeA in volunteers. The ausmobia liability Is endorsed to cousin MCA-Wcovemge. 2. The Connector's insurance mverete shall be primary insurance as respects the City, its Officials, employees, and volunteers. Any rsurim a or self4mutance maintained by the City, its officals, employees, or volunteers shall be excess of the Contractors Insurmce and shall ret ormribum with it. 3. Rpy failure TO comply will reporting prevalent of the policies shall not affect Coverage provided to the City, is officials, employees, or volunteers. 6. Coverage shall state that the Contractor's Insurance shall apply separetehy to each insured against whom claim a made or suit is brought. excepl with respact to the limits of the msurer's liability. B. Worker' Compensation and Employers liability Coverage. The insurer shall agree to waive all rights of subrogation against one Cry, W percent, employees, and volume ers for lovers arising from work performed thy -the Contractor furtive City. G All Coverages, Each Insurance policy rtqulred Icy this clause shall be endorsed to state that Coverage shall not be suspended, welded, caned by either party, reduced in prepare or In ilmla Crapn after 30 calendar days' prior written Contra by Centrad mall, return receipt requested, has been given tothe Gly. ]OSS AcpapcaWlity oflreuns The Insurance boucles required icy, this Section shall be hoped by an insurance company or companies authorbed to do business In the State of Caleom4 and with a rating In the meet recent Action of gest': Insurance Reports of site Category VIl or Larger and a rami danleptbn of A CC halter. 30.2.6 Vngbtlnn of gene Contractor shall furnah Contractors Insurance Ment a copy of these spedfiumons, and direct the agent to provide the City with mitigates of insurance and with original endarsemens affecting Coverage MAIM by Nis clause. issuance of documentation Indicates the CantranoYs Insurance complies with Mase provisions. The c unieotes and endorsements for each Insurance policy are to he signed by a person authorized by that insurer to bill Caterye on IL behalf The cermflomm and endorsements are he he reCelsed and approved by the City before work tvmmences. its City may require complete, contract copies uFall required Insurance policies, at anytime. City M primo Roll-0ft Agreement page 32 10.1.1 lt"ub Eedorsem A. IDB PlorkaN Compereation policy shall contain an a ukinu ment In suWbntlally, the following form: "Thirty calendar day! prior when notice shall be given to the Gtv of Fresno In the event of cancellation, reduction in contrast, or non-re"wal of this polity.' Director W Public Utilities Gry of Fresno 2600 Fresno Shoe Fresno, 0493]21-3620 Is. The Commemel General Liability, Busirmu and Automobile Uabllty, and Pollution Lestl Liability Pdkles shall contain endorsements In substantially the Situating form: 1. 'Thirty calendar days' Prior wrMen notice shall be given to the City of Fresno In the event of cancellation, reductlm in coverage, or non -renewal aMb Pdiry.- Oirestor of Pudic wilhus City of Fresno 2600 Fresno Street Fresno. to, 93721-3620 L 'The City of Fresno, Its officers, employees, and agents are additional Insureds on We policy'.•• 3. 'This policy shall he considered primary insurance as reapers any Other valid and "Ikctible insurer" maintained by the Gty of Freane, include" any self-insured naemlon car Pmgmm or sat-Iery an", and any crew such insurance shall he consldereIt eaceu Insurance only." 4. 'Inclusion of the Gly of Fresno as an insured shall not affect Me Cry's rights as respects , Claim, demand, suit or Judgment brought or recovered "pint the Contractor. This Faulty shall prOtect Contractor and the Gry In the mine manner as though a seyamte policy had Siem issued to each, but this shall not ppertte to increase the Cmtrector's height, as set forth in the policy beyond Me amount shown Or to whin the Contrera would have been liable 4only one wry had been named as an initiated. - SELLS Oelivwry afProeraf Wwrast Simultaneously with the execution Of this Agreement, Contractor shall furnish the City certificates d each policy of Insurance remained hereunder, in form and substance satisfactory to Gty. Sun certificates shall mow the type and amount of cmaage, effector Items and dates of expiration of pouches and shall have all required endorsements. IF the City "Vices[; copies of each Policy, together with all endorsements, shall also be promptly deleered to Gry. Renewal ceriRotes well be Furnished annually to CO to demonstrate maintenance of the required mveregea throughout the Term. CIV/ of Trial ROIbR Agreement Page 33 10.2.9 UBmr Insurance Itasuiromenb A. If aM seMces are dalWy to a Subcontractor, the Contractor shall require each Subcontractor to Pmvide sbtutory Workers' ComPurraitbn insurance and employer's Ilabllity Insurance for all of the Subcontractor's employees ellpryed In the work In amedamz with Sectlons 10.2.2.0 and 103.2.0 and 103.4.B. The liability insurance required by section 10.1.2.A shall come all subcontamors or the Subcontractor most furnish evidence of usurious mounded by is meaning all of the requirements of this Section 10.2. 0. IT Or airy tlme during the Ilfe of the Agreement or any extension, Contracwr or any M it subcontractors bit to maintain airy required Insurance in full force and effect, f tiaator shall W in breach of the Agreement until notice is Interred by City that the requirM Insurance has Wren restored To full force and effect and Mat the premiums therefore have been Mid for a Period satlafeotoiy to city. My tenure to maintain the resulted insafance shall be sulRdem cause for City to terminate this Agreement. No action taken by Ory Pursuant to this Section shall in any wry relkte CopbaRpr of Its responsibilMm under this Agreement. G The Contractor shall comph whit Oil requirements of the Insurers bluing policies. The carrying Of insurance shall not relleve Contractor from airy obligation under thio Agreement. If any claim xc ending the amount of any deductibb or self-inseretl rmerves b made by any MIN perwn Wind the Contractor or any SubmmnRor house of any occurrence related to this Agreement, the contractor shall laomptly report the fears in wrMng to the Insaneness carrier and to the City. 0. The Commercial General liability, Automobile liability, and Pollution lustful (lability Insurance policies shall be purchase an Pollution LWI biles; snMr plan a Occur made" bash. H Cantaaor b unable to ante On rms-mlegal Wbllby imuaire on an acunence farm and must purchase surd iiwuance on a daims-made term: 1. The 'Reim pate' must be shown, and must be Were the abundant data of the Agreamam orthe commencement of work by Unhactor. 2. The polity shall he erMorsed to provide rust less than a "ear discovery purled. This rcqubement shall wrvM ¢apintbn or drminatbn of Me Apeemem. 3. If coverage is canceled or iron-rciroMtl, and not replaced with another craimsmade policy lam with a'RMo bate' prior to the effective date of the Agreement Contractor must purehaR'ertended reporting- casemate far a minimum of 5 years following the equ albn or termination of the Agreement. 4. Ampydls imsmp ingreauimmentsmustbesubmtt to ClWforreview. S. These requirements shall survive expiration orteminallon of this Agreement. Gty of prowo Ra1LOff Agreemen[ Page 34 ARTICLE 11 DEFAULT AND REMEDIES 11.1 EVENTSUDEFAULT Each athe fallowing shell cvnalttute an event Of default ("Event of Default") hereunder: A. Contntmr fails to perform la obligations under this Agreement. Or future amendment to this Ageement, Induchn but hot limited t0, Contrahow's failure to pay Franchise Fees and Other City fees In a¢adance with Article 8 of the Agreement, and the breach continuesfer more than 10 Business Bays after written nonce from the City for the correction thereof; 9. Cortractofs failure to Men 511%a the MO. 7096 of the Reviclabk Materials, and 9oM of Graphic Materials Collected In the City as required! by Sectlon 5.3 of the Agreement after Contractor is phren an appo tunity to remedy the rmnperformanue as described in Section 11.5; G Arty representation, Warranty, or disclosure made to City by WirtraROr In connection with or as an Inducement m gaming Into the 4graement or any Ponape amendment Or the Agreement, "" proves to to false or misleading In any material respect as of the time such representation or diacbsure Is made, whether or not any woe representation, warranty, or disclasu re appears as parta this Agreement; 0. There Is a secure or attachment (other than a pre-ludgment amdrment) A or hew affecting possession on, the opennro eauipmem a Contrzrtor, Including without Inat Its vehicles, maintenance or office fearless, or any part thereof of such pnportbn as b substantially Impair Contractor's ability or perform under this Apeement and which canna be released, banded, or Otherwise lifted w"m b hours eatludirig weekends and holidays; E. (Ionlndor files a voluntary petition for debt retia under a" applicable bankruYby, insolvency. debtor relief, or other similar law mw or hereafter in effect, or shall cosent pe the appointment of or Using of possession by a norther, llpuidator, peptone (other Nan as a part a a transfer of equipment no longer useful to Contactor cur necei for the Agreement), trustee father than as security for an chaphon under a dead a past), custodian, sapuestratar (or similar official) of the centnctor for arty part or Contractor's operatiry pasha or are wbsamfal part of Contri propi or shall made any general assignment for the herrefit a l nirggsi aviators, or shall fail aehenily n pay Comri dabs as they income due or shall take any aceon In furtherance of any ache foregolmi F. A court hating jurisdiction shall enter a dacree 0r arder for relit M respect a the Contactor, in a" Involuntary use brought under any baauuCtcy. Insolvency, deeper relief, or shnllar law 11000 or hereafter In effect or Contractor shall consent to Or shall fail w oppose any such proceeding, r any such court shall enter a decree or order appointing a receiver, liquidator, assignee, astOdun, trustee, smuestraper (or similar Oficial) a nR Cpn[ractof or for arc/ part a thus CnnVMor's opentlna equipment or assets, or Orders the winding up or liquidation of the enai sof Contractor; Dly a Fresno Rall -0n Agreement page 35 11.3 RIGHT TO TERMINATE UPON DEFAULT Upon a default by Contractor, the OW may terminate thin Agreement within 10 calendar days of the default but no boter than M calendar days after the default. Such termination shall be effective 10 calendar days following the Chys written notice to Contmctoq and such termination shall be ~We without the mad for any hearing, suit, or legal inion. 11.3 CRY'S REMEDIES CUMUTATIVE; SPECIFIC PERFORMANCE The city's right to terminate the Agreement under Section 11.2 is not exclusio, ad the CRY's termination of the Agreement ad/or the impomfon of Uquidaad Damages shall not commute an election of remedies. Iniad, these rights shall he in addition to am/ and all other legal and equitable rights and remedies which its Oty may have. By virtue of the nature of this Agreement the urgency of ornery, continuous ad high quality service, the bond turns required to elect alternative service, and the rights granted by Ory to the Contractor, me remedy of damages for a breach hereof by Contractor Is Inadequate and City shall he entitled to Injunctive relief. 11.4 LIQUIDATED DAMAGES Sertaml. The Parties find that as of Me Uma of the emcution o this Agreement 0 is Impractical, If net Impoegue, to masoreNy aso rtaln the extent of damages which shall W Incurred by City as a result of a breach by ComraMr of as obligations under this Agreement. The factors missing to the imprecHobility o aacertainieg damages Include, but are not limited W, the ha tin: (1) substantial damage resulta to members of the public who are denied services or denied quality or reilable xrvMa; 1x) such breaches cause inconvenience, anxiety, frustration, am deprlyation of the be mbe of the Agreement to Individual members of the geneml Public for whose benefit this Agreement exists, in sublec[Uls'e ways ad In varying degrees a intensity which are heatable of measurement in precise monetary terms; (lii) that services might be available at substantially fewer wits den alta oadeve aervices and the monetary loss resulting from earned of semces or denial of quality or reliable member a Impossible to calculate In precise monetary terms; am IM the termination of this Agreement for such breaches, and other remedies are, at hart, a means of future Correction ad Cox remedies which make the public whom for best breaches. gems P omenre Standards; Liquidated Wm for Failure to Meat Wadence' The Parties further acknowledge that conabtent mlebbo loll -0R Collectmn, Processing, and Dlsbpsal service Is of utmost Importance to City and that Day has eonmderd and relld on Contntlois rewmentadons as to its quality of service commitment In executing this Agreement The Parties recognize that some quandged standards of performance are nemssary and marmarlale W ensure consistent and rellease sur me and performance. The Parties former recognize that ff fnntmetor fare to achieve the performance standards, or tails to submit required documents In a timely interest, Get and its remains and businesses will suRef damespe. and that it is, and will be, ImPradml and exbemoy difficult W ascerttln and determine the ect xaamount of damages that Ory will order. Therefore, witbout prejudice W Glans right to treat such bmmperformabre as an event of default under this Article, the Parties Page 36 Cry of Fresno goal Agreement agree that the lquidated Damages amounts established in Exhibit A of this Agreement and the following Uqudated Damage amounts represent a reasonable estimate of the amount of such damages mouldering all of Me GrtumaMcea edabry on Me Effective Date of Mb Agreement, including the rearm nshlp OF Me sums to the range of harm to City Mat Seasonally coed be anticipated and the anticipation Mat proof of actual damages would W costly or Impacdol. Contractor agrees to pay las Liquidated Damages and net as a penally) the amounts set forth In the Schedule Of Liquidated Damages, Exhibit A. City may determine the occurrence of events giving rase to Uqudeted Damages through the observation &its Own employees or representative or Investigation of complaints by Cuatomers, occupants, and Generators. Liquidated Damages will only he assessed after Contractor has been given the opportunity but failed to raNry the damages as described in MIs Agreement. Wom assessing Uyuldaced damages, Cary shall give Dismiss r notice of M Intention to do sx. The notice will Include a brief description M Me Inmidmtlsl ant/pr non-performance. The City may review and male copes at us Own expense) all information In Me possession of ConincMr relating to Inmdent(s) and non-performance. City may, within 10 calendar ars after houing Me notice, request a meeting with Cmdractor. Only may present evidence pfnon-performance in writing and through teNmany of Its employee and others relevant to the Incdends) and non-performance. City will provide Contractor with a written eplanation of its determination on each Incident(s) and con-performaMz prior M authorizing the assesameM of Liquidated damages under this Section 11.4. The decision of City shall be final and City Mall not be subject to, or requbed to exhaust, any further administrative tentacles. G Mount. City may assess Caudated Damages for each calendar day or event, as appropriate, Mat Contractor is determined to he liable in armrcame with this Agreement In Me amounts sperllled In ExhlbitA subjeedto annual adjustment dewdbed below. The amount or Iquldated Damages specified In Exhibit A shall be adjusted annually on the anniversary, of Me Effective Date. The edlw "t shall be rounded b the nearest cent. ilqudat d Damage amounts shall be adjusted to reflect changes In Me Consumer price Index - All Urban Consumers pl�j compged and publlMed by the U.S. Department of labor, Bureau of labor Ratlada or Its Successor agenmy, wiry the following Bureau of labm stAMUx' Parameters. Not 5eesmally Adjusted Area - los Angels-gMred"range County, ICA e Item -All Items Bee Period -1982-ga-Ico The formula for annual adjusunent is as follows: adjusted liquidated damageThen-cument Uqudated Damage amounix Amount _ moth current uFU/pravdus 12 -month CPI -U angor Frei gxs-0 Agreement Pao 37 for emmove: Current Uqukated Ostrow Amount. $MM Most ecently published indtl (January 2010) - 2MG10 lntler published U months prior t0 most recently published iMa (January 2009)-20.1151 MhsRd Uquidated Wanuge Amount a $1SO.CWr (221610/220.1191=$153.114 If the CPI -U is dlswminued or favored during the Term by the Unmed States Department of labor, such other government Index or computation with which it is replaced shell be used in order to olteln subsantially tice same result as would he obtained d the OI had not been discontinued or refused. D. Throng of Pastrami C nrtrador shall pay any Upuldated Manages assessed by Ory within 10 oWMar days dthe date the Liquid Wd Damages are assessed. N thry are not Pold within the 1c -day Mrind, Oty may order the termlretbn of the rights or "franchk fronted by this Agreement. 11.5 DIVERSION NON-PERFORMANCE If Me (ntraaols Nver on kval Is less than 5015 for CSD, ass than 105 fpr Recydable Materials, and/ow Trus than 90% for Orgi lc Materials Collected in the Ory for a monthly reporting period, the fol owing steps shall be holidayed by the City and Corrector. A. WaMng. The City shall tune a written warning to the Contactor "bin 30 olendar days of III of the C nbacmrs monthly report documenting the Diversion level for the monthly reporting pence. The warning notice shall specify the amount of time (I.e. "correction padpd") the Clty Wants the Cpntrampr to improve its performance and meet the Dlverakn requirements de nod! In Section 5.3. B. OpPorbinNy ro Imiwwra Performance. The cpntrector shall moul its Collection, Proceming, ONersion, and public education and outreaN Programs (soldier to the Ck/s approval) W Improve The Olveralon level. At the end of the correction period, Contractor shall submit a wril[M report m the Dp/ Identifying The pverslon level and providing the supporting documentation. N the City determines that the Creation trust equals or errands Diversion requirements dehned In SeRbn 5.3, the Contractor shall continue W perform servio s In such a manner as to maintain or Improve The DNersbn keel and The Off shall wand Rs rights to proceed w" maps outlined in subsections C and D of Ma Section 515 dutlng the remainder of thencurmst mounting pef1M. C. Liquidated Damages If the Comoctor falls to Improve the ONersian and SO that It 6 equal to or greater than Diversion requlramers defined In Se tim 5.3 by the end of the correction period Wanted in subsection A of this Section, the G may Is". and Cnntramor shall pay, U uldatsd Damages dewlhed In Semicon 31.A. D. Tnnigatlgn of the AWeemers. 0 Contractors alis to achieve a olverslon level [het equal or exceeds Diversion requlrcmena refined in Section 5.3 within sic months of the date the Ory levied Uquldgted Damages, the failure to meet the Diversion requirements defined In Section City 0 Fresh ROILOff AWeement page 38 5.3 shall be considered an event of default and the City may terminate the Agreement in accordance with section 11.2. 11.8 CONDITIONS UPON TERMINATION In the event this Agreement Is terminated under One provisions of this Article, One following conditions shall he adjective: A proMM1 ROROM Colleela 5ervkn. Contractor shall have w right or authorlN to engage in Roll -Off Collection urfices in the any he a period of live years boon the date of termination. After five years, should the Contractor provide proof Mat the event causing the Connector to default under this Agreement has been corrected, the contractor may renal for a now exclusive RWI4tIF Collection service mammae, and the City, at the sob and complete chromium ajoe City, may minstate the Contractor baud on review of Its reapplkatbn. B. Contlwiq UabgMi Contractor shall remain liable M the City for: 1. Fees due In accordance with Article 8that would otherwise he payable by the Contra". 2. Llquidated0amnesasusmd Nrewntto Secti"11.4. 3. Reports required by Article 2 for Roll-0ff Collecffin nourroes Performed by Contractor up to and including the date of termination. A, Indemnify obligations under section 10.1. 5. Record keepin and retention obligations under Sections 7.1 aMT.2. c Release Consumers and Gellentors boon OW19 d , Contractor shall allow Permitted Materials Generators served by Contractor to armee for PermMed Materials Collection services with a hauler authorized to perform sed amyls, without Penalty or liability for breach W any contract between Contractor and as Customers Of Generators. ners D. Raman from all of Can Cmarachor feel remove ustures Ilettbbpall all ad gde,a C n buttons and Mall RerPraelss, fnmpml, or Innate off Pennhted MaterInb In even RdlLif Containers. ARTICLE 12 OTHER AGREEMENTS OF THE PARTIES 12.1 REL TIONSHIPOF PARTIES The Parties Intend that Contrxtor shah pgrbem the sefdan required by this Agreement as an Independent Contractor ,thery. No employeey and for ar On or agent of Contractor shall beme far affinity" Of e, Or hall he deemed to ab or pint venturer with,the page 39 OtY of Fremo Rdl-0If Agreement ma, an employee or agent of the city. Except as eaPremy, provided used, Contractor shall have control over the manner am means orwnducting the ROIFON Wnainer collection, Tanspormilon, Processing, Recycling. Composmng, add Disposal services performed under this Agreement, and all Persons performing such services. eommesor shall be solely raspensibN for Me acts and omission of es officirs, employees, Subcontractors, add agents. Neither Contractor nor Its; officers. employees, Subcontractors and agents shall obtain any rights to retirement Ismegb, workers' compencalmn benefits, or any other benefits which accrue to city employees by virtue of their employment with the Oly. 12.2 PERMRS AND LICENSES Contractor shall obtain and maintain, at Ommacto(s sole cot and expense, all Permits and licenses applloMe to Contractor's operations under this Agreement which are needled by any gpvermn"tal agency. 123 COMPLIANCE WITH LAW Dommictor small, at all limes, at Its wk cost, campy with all Applicable saws 12.4 GOVERNING LAW The Agreement shall be governed by, and construed and enlorad In accordance w1m. the laws of the Nate Of California. 12.6 JURISDICTION Any lawsuits between the Parties arising out of this Agreement shall be brought and concluded In the courts of Fresno County in the sate a Ulgornu, which shall have eaduswe jumdAcdon over such lawsuits. WIM respertto venue, the Parties agree thatthb Agreement Is made in and will W performed In Fresno County. 12.6 BINDING ON SUCCESSORS The provelons of this Agreement shall more for the benefit to, and be binding on, the suamwrs and permitted assigns of the Parties. 12.7 ASSIGNMENT Neither Party shall assign N rights nor delegate or otherwise transfer Its obliP4ons under this Agreement to any other Person without the Prior wHNen content of One other Party. Any such aslMnmem made wilhoue fine consent of the other Party shall be void and the attempted assignment City of Fresno Roll -Off agreement Page 0 shall constitute a material breach of this Agreement Under no circumstances shall a" assignment be considered by Chy ITContractor Is in default at anytime dui" the period of consideration. 12.8 PARTIES IN INTEREST Nothing In this; Agreement whether express or Implied, Is Intended to confer any rights on any Persons other than the Patties to it and their represemolves, successors aid Permitted assg s. 13.9 WAIVER The waiver by either Parry of any breach or violation of any provisions of MIs Agreement shall not he deemed to be a waiver of any breach or violation of any other Provision nor of any subapuent breach Of violation of the same Or any other provision. The subsequent acceptance by either Parry of any monles which become due hereunder, shall not be deemed to be a waiver of any preexhiting or concurrent bread orviolation by the cher Parry of any provision N Has Agreement. 12.10 NOTICE PROCEDURES Ali Opflces, demands, requests, proposals, approvals, consents, and other communications which this Agreement requires, authorbes or contemplates all, still W in write" and shall either be perwnaRy, delivered to a mprasentadve of the Paribas at the address below ov deposited In the united states mail, first class postage prepaid, addressed as follows: A. If to City: Public Utilities Director Ory of Fresno 2600 FRMO St. Room 3065 Fresno, CA 93721-3634 B. IF to foribactw: T ♦f+w°ltisn J"07 cA 93657 The address to which communications may be delaceRd may be covered From time M time by a notice given In accordance with this Section. Notice shall be deemed gr en on the day it Is personalty depressed or, if mailed, three calendar days from the date it Is deposited in the mall, City W Fusion Roll -OB Agreement Page 42 12.11 REPRESENTATIVES OF THE PARTIES References In this Agreement to the "Gty shall mean the Ory Cound and all actions to bas taken by the Cary shall be taken by the Clry Council except as provided below. The Ory Councll may delngate, In writing, authority to the Director and/or m miner City officials and may permit such oMciab, In turn, on &Waste in writing some or all of such authority to subordinate oBkem The Contractor may rely upon actions taken by such delegates If they are within the empe of the authority property delgated to them. The Contractor shall, by the Exmtwe Otte, desgnate in among a responsible officer who shall serve as the representative of the Contractor in all matters related to the Agreement and shall Inform the City In writing of such designation and of any IimRatbns upon his or her authority to hid the Connector. The CRY may rely upon aclon taken by such desgnated representative as actions of the Contractor unless they are mitaide the =am of the authority tlelyated to him/her by the Contractor as communicated to City. 13.12 CRIMINAL ACTIVITY OF CONTRACTOR 12.12.1 Criminal Activity For purpose of this Section, Criminal Activity shall mean any of the following events or circumepprod: A. Candidates. The entry against any Contractor Parry or his officers, o1 a criminal conduction or a permanent mandaery or pruhingory Injunction ham a court, marginality, or reguktwy Men, of competent Jurisdiction, based on ads taken In his or her official capacity on behalf of Contractor with respect to. 1. fraud or dinnual offense In connection with obtaining attempting to obtain, procuring or performing a public or private agreement related to municipal Sola Waste services of any kind (including Collection, Transportation, transfix, Processing. Recycling. Composting, or Msposall, including this Agreement or any amendment thereto; 2. Bribery or attem Mass to bribe a public officer or employee of a local, gam, or Federal Mi 3. Embezzlement, emortion, racketeerin& false claim; false statements, forgery, falsification or destruction of records, abstructiun of hand, knowingly resolving stolen property, theft, or misprision Ifallum to chrida sal of a Ivory; a. Unlawhzl named of Hazardous Wades, the occurrence of which any Contredor Parry knew orshould have known; 5. Vlolatbn of antitrust laws, Including laws relating to pike-gxirep rid -chili and sales and market allocation, and of unfair and anbr pegtiuw trade practices laws; S. Violation of se iffies laws; and 7. Felonies. City of fresna Roll -OH Agreement Page 42 B. Pleas. Entry of a Plea Of "Nifty," 'nolo dvn[eMere," Or'ne contest" by a Contractor Party Weed an acts taken in his, her, or IS; official capacity on behalf of Contractor wIM respect to the conduct described In pledging Section 12.121A. 11.11.2 Notice Conceder shall notify Ory In cording within five alndar days of occurrence of any Criminal Activity, by any Contrachor Parry. 12113 CotM wort Upon Occurrence of any Criminal Activity, Contractor shall immediately ON or cause to W done all of the following: A. Terminate from employment or remove from office any offending individual Connector Party, unless otherwBe directed or ordered by a court or hapartery agency of comisetent jurisdiction or authority, and unless that termination would comthp[e a breach of any helper agreement entered into by Cuntractr, and B. Burnham participation by any offending Individual Contractor Party In any management, suparviclon, or decision actMty that aHetts or could affect, directly or indirectly, the performance of the Contractor under this Agreement. 1111.{ TMm aMNldm Contractor shall not allow or duce M W allowed to him or transfer any Individual from any Parent Company or Subsidiary comW^y or business entity of Contractor who has committed Criminal Attivmv as a Contractor representathe, field Supervisor, oAber, Or director who a directly or Indirectly responsible for performance Of the Agreement without obtalning prior written consent of city, following full disclosure M Ory of the facts and tlrmmstances Surrounding such Criminal Acidity. 1111.5 ONFMmedy In the event of any amTlMd of Criminal Activity, the cry, In Its sake discretion, may terminate the Agreement within W cakeMar days wrdMn nand to Contractor, w may impose Other dnNons (which may Include fironcbl Sundown, tempmry wipensbns, or any other mnddion deemed appropriate short of termination) as it will deem proper, in the fdlawdng averts: A. Contractor fails to comply with the foregoing obligation of this Section, or B. The Criminal Activity concerns or relates directly or Ind Inertly to this agreement Wntratlor shall be given the opportunity to Present evidence in mhpa on during the 3BobMar day Magid Period. 12.13 ACKNOWLEDGMENT OF PUBLIC RESOURCES CODE SECTION 49620 NOTICE N Contractor has marbaly Provided sofid wain collection services In the City for mare than Muse (31 years prior to July 1, 2011 hand a therefore emAled to the modern provided for in Public Resources Code NS ent by the s Mercer to pur201, suant Onnt alpha ure consider execution 9520. thatt Contractor may is owde seMas ¢ for Woo of fi� 1 Ory of FMsno Re11-0If Agreement Page 43 years heyad July 1. 3011, after which time the Ory has the right to ea abgsb an exclusive franchise colketahn system. ARTICLE 13 MISCELLANEOUS AGREEMENTS 13.1 ENTIREAGREENIENT This Agreement, Including the Exhibits, represents the full and entire Agreement between the Parties with respettta the matters covered herein. 13.3 SECTION HEADINGS The article headings and secda headings In dols Agreement are for convenlenre of reference only and art not Intended to he used in the conymetlon of this Agreement nor to after or affect am of Its provisions. 13.3 REFERENGEST011ssNS All references in Nis Agreement to laws shall be understood to Include such ways as they may be subsequently amended or measures, unless otherwise specifically provided. 13A INTERPRETATION no Agreement shall t e interpreted and anstrued reasonably and neither for nor against either Parry, regardless of the degree to which either Parry parddpa¢d in its draNng. 13S PRONOUNS AND PLURALS; TENSE When not inanshment with doe context words and phmxs used In the present tame include the fuNre, and words and phrases used In the singular usurper Include Ne plural number. whenever the antee may require, any pronoun used in this Agreement shall Include the amsponding masculine, feminine and neuter forms, and the singular farm of nems, pronouns and ame; shall include the plural and vice versa. Page as Ory of Fresno Rolloff Agreement 13.5 TEXT TO CONTROL the options dthe Articles or sections In this Agreement are for convenience only and In no way define, limit, ealend or describe the scope or Intent of any tithe provisions hereof, shall not be deemed part of this Agreement and shall not Ise meed in condwing or interprefin this Agreement. 13.7 AMENDMENT This Agreement may not be medMed or amemded in any reaped wept in writing signed by the Partles. 13.8 SEVERABILITY H any nonmaterial provision of the Agreement Is for any reason deemed to Ise invalid aM ty of provision ll not any of imprisonsable, the of MB Aereeimen4owMch shall beieinforcedNas if wch imelltl or men nrceablethe remaining pro rislon had not been contained herein. 13.5 COUNTERPARTS This Agreement may be executed In counterparts, each Of whkh shall be considered an crighwi. 13.10 EXHIBITS Each One Exhibits idenl5led as Exhibit "A" through "r is attadie l hereto and Incorporated herein and made a part hereof by this refeceme. Oq' of Fresno gollaH AMeement Page 45 IN WOMESS W MERM Me Parties have caused the Agreement to be executed on the day and yearfrst above written. MY OF FNFSNO COIRMCFM A Municipal Corporation �1gyM !f/Xgi/sli drector Name Co,o — / Q APROVEDASTOFORM: we _i )dgo7 E. Sw lo.L.rol f{va. Addres 5,,4iL CR 93Gs7 @yAtl�. rney O Ory * y05060 laudneu license Risk Manager AIIEST. OW of anesna Roll -0 Agreement Page 45 E%HIRRA SCHEDULE FOR IIOUIDATED DAMAGES Contractor may ha assessed Uquidated Damages it Contractor fails to fulfill ro obligations with regards W the events Road In this Exhibit In accordance with the terms and conditions of d e Agreement with regards m the time frame for accomplishing each event and nature Of the responslbllity associated with the event unless Mherwiu stated in this Exhibit. 1. OMMon. Failure to achieve and maintain a minimum Of 5096 The greeter ef$5,000 or Diversion per month of all C&0 Colhcned within the City, 7096 10%MMe&oss Ram OMi per month of all Recyclable Materials Collecsed within the revenues received fin Ory, and 9096 of all Organic Mamrlels Collected within the City. standing MD, RecyWbk Materials, andOpanic MMerlals services in Ne City, lar the mesa recent U - month nod 1. male, Eader nr Syne. For each Occurrence over five during a calendar $300/event year of unreasonable and, litter, or spite of Permitted Materials near or on public screens and Figure to pick up Or clean up such Demand Immedktel. 3. IIMNherised fMactlm Rowe. For each occurrence war flys during $300/ event a calendar year Of COlkcdng Perrnhmd Materials during unauthorized hours. a. FxwWe koW. For each orcurtenrc over 10 during a ukadar sear $300/ enrd of excessive noise. S. Ueaning CdlecWn Valiklea. For each Occurrence over five during a $150/event calendar year for failure m keep CahecXon vehidn in c safe and sanlmrycondRion. 6. IaheMlg M gM1011 ColdNneis. Far each acwrtmwe of Conhagm/s $500/<veM failure m correctly label Conhattarawned RblkOg Containens (in evnrdame win 5ettlm 6.e.0 . 7- pkcpirmeuagebNor. For eacM1 Occurrent M discourteous behavior $50O/weft by Collection vehicle personnel, customer service personnel, or Other em kyeasof ComraFmr. Ildurka his MMn For each incident of peisoeal Injury m a Person $5,000/ inclderd 8, requiring medical beMmern Or hwprofuaDon. when the negligence of the Contractor Or Its personnel was a mnhiW[In8 facmr to the 9. nu . MoMNy Reperb. Faiurcmwdnit monthly newts In Ne[imehanw $30O/deya 10. s i0edln Nis mens. Rupert Racardpua yyeam. For each milure m mtlfy Ne apprgpArc. $SoNeunl auNwires a mpodhage quefinfifights M lluard0us warm. A-1 It pallunef UHerablYatlurs. i I u; ropeAocm any d the Oblgations $d50/fw each set Porch in this Agreement not specmulN slate! shove and ml aWlgatlon pecdey until connected or proceeding In good fath to comect wthln x hours upon oblwti n Is pertormed ga hour noHfloaton III ate. mono, rauau snap be rpmieme Tare unto ams oma as a rma.. alk tan Ware mpMry repon rs rt I W 5l O,. For .an andly r ery . cepa[ h alone. the enemy tpuMetetl Uampe shall bars I�klated In on monMry rpMsse[tlan aNve. In placing Designee's Init4ls at the places provided, each Pasty speciHsalN confirms the aceprary of Ove ataRmand s made above and the feet that each Party has had ample posteriority to commit with legal counsel and obtain an explanation of liquidated Damage provisions of the time that the Agaement was made. contactoraOff,a� Initial Here: —041-1 , Initial Here: �// A-3 miarte sEOtUAff's RNTIFICAIMON me umtersianea, nelnathe secretary, of fl,w aa• CL^�P California corporation (Nine mmpany'), do hereby conify that thefollowing resolution was adopted by On BoaN of Directors of the Cornpany, and Mat such resolution has not been amended, modifled or rexlndatl and Is In full force and affect asof fire date hereat af30LVED. that�a' be, and hereby is, authorized to a.m. a oreshem wruurc indicate by and on behag of the Company any and an agreements, maram m, documents or pacers. as he/she may deem appropriate or necessary, pertaining to or relating to the Non-Doloslve franchise Agreement between the CO or Fresrro and lnmwny for ROBON Container Wi ctlon, innsportin& Processin& Recycling EompoRin& and Disposal of permitted Material and Mat a" so& action taken to date Is hereby ratified am approved_ pound: I' J,r - if f % s re ride ERNMRC AND REaRESENTAR(sN5 The undersigned (who Is duh authorized to bind the company submitting cels appm[Inn) has reNewed Ver requirements of then exclusive random agreement for Rdl-ON Coaactlon, TanspoNnt, processing, Recycling, Composting, and obpoal services for Solid waste, Recyclable Materials, Organic Materials, and MO, its exhibits, and valentine documents. In addition, the undersigned attests that this application and any other supplementary Information submittetl with thin application do not: (I) contain any untrue statement of a material fact, pp contain Inaccurate or misleading Infarmatiun, or (iii) Omit to state a materal fact that is nxessery to make the statements made, in light of the circumstances In which May were made, not misleading. Sea^ Hr mea. Y-dq-l1 Moisture Was Pe 4. Nr..�a.• cL�.s„p swrt.- Compe ny Name FNMIWTO "PROVINCE) PROCgl ill AND Ali DISPOSAL FACli The following IacnLL;es were selected by the eonaattor and approved ev IM city ANPapaad dW limmalM Sba ._MW OrymlaaPnaauiM Jc.! [o,ti.r w-rla Findlymme .moi :.-.0 F _ gy nOry address J"IJI Ks d.'^ A+a, j.A 5. C,W cA lit" ,e CA 5WI5 number Owner Operate raved Wall ANN phpFaatlbgslaNW PraeuNM dINYIWie R L-His%ll focllMy fume _ 'A RY `y�l �• q. 1 xw /)K. Faculty y adder89 5 Cu�...c AK 6JO ,NA CAI 11735 IGw. , [A ')Sc 3a SW6nddi Owner 01"Into, ApMe+adlbeMlim"{ANP if MIS FSMI1Yrul^a _ - A.*. 3Y Sl 5 UJ" Ave fadRSaddrw J%J% 5 [�*k"f llulmb_ Oa4lar -saWi slwS be OapbFad A at Me O"WaAd OWvaal FaciNH foMnabcr tl1Y j InNal Mere: �v L-