HomeMy WebLinkAboutMid Valley Disposal - Non-Exclusive Franchise for Roll-Off Collection ServicesNON-EXCLUSIVE FRANCHISE AGREEMENT
BETWEEN
THE CITY OF FRESNO
AND
FOR
ROLL -OFF COLLECTION SERVICES
,2011
This page intentionally blank
Table of Contents
RECITALS.................................................................................................................................1
ARTICLE1 DEFINITIONS...........................................................................................................2
ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF THE CONTRACTOR.................................8
2.1 REPRESENTATIONS AND WARRANTIES ........... ...... ................R
ARTICLE 3 TERM OF AGREEMENT............................................................................................9
3.1 EFFECTIVE DATE .......... .. ...__.........9
3.2 CONDITIONS TO EFFECTIVENESS OF AGREEMENT ...... .... .....__.................. _................__......
10
3.3 INITIALTERM ...... .............. ........._...... ..._.__......10
30 OPTION TO E%TCNO ......... _........... ..._._...10
ARTICLE 45COPE OF AGREEMENT.........................................................................................
11
4.1 SCOPE OF AGREEMENT ,,.,,.....— .......... ............. ._.___......
........
11
42 LIMITATIONS TO SCOPE ...MULTIPLE
........EAG
... 12
4.3 CRY'S RIGHT TO GRANT MNEWLYEMON EXCLUSIVE ....................ISE.........
13
RIGHT SEXED FROM COPE
TERRITORY FROM SCOPE OFFRANCHISE
44 CFTY'AGREEMENT
.... .,,.. 13
CONSISTENT WITH APPLICABLE
APPLIGBLEIAW._............ ._..__....... ........... __..... ......
4.5 AGREEMENTOF
....... 13
MATTENTWITN
..,,.,,. .... ._ERS .........._ _...._.
4.6 OWNERSHIP OF MATY IALSOF
13
4] NOTIFICATION IDCIttOF NON -FRANCHISED HAULERS.....____...............__......................._.14
ARTICLE 5 COLLECTION, PROCESSING, AND DISPOSAL SERVICES ............................................
14
5.1 COLLECTION _..... ..... .......... .__. ._.........._
14
52 PROCESSING AND MARKETING SERVICES.... ...... ........... . _,,.....
... .... 14
53 DIVERSION REQUIREMENT ...___ .............. ..........
16
5.4 DISPOSAL....
55 BILLING..,.... __.......... ...._...,.. ........... ......_.._1J
CUSTOMER
5.6 CUSTOMER SERVICE _......... ......_,... _.... ......_ ..............1]
ARTICLE 6 STANDARDS AND REQUIREM EATS FOR SERVICES, EQUIPMENT, AND PERSONNEL 17
6.1 OPERATING DAYS, HOURS, AND SCHEDULES ...... _.. ......... ...
....... 17
6.2 COLLECTION STANDARDS.... _.. ........... .._.... ._._._
1g
6.3 VEHICLE REQUIREMENTS ,_......... ............ _... ... __. ......_._39
64 ROLL OFF CONTAINER REQUIREMENT
6.5 PERSONNEL _..... ..._
22
66 HAZARDOUS WASTE INSPECTION AND HANDLING......... ...
.._...22
67 NON-DISCRIMINATION ........--............. .... ...... .... ... __.
_., 23
6.8 COMMUNICATION AND COOPERATION WITH CITY ._.... ...... .__.......... ....... _......... ......._._.
23
ARTICLE ] RECORD KEEPING AND REPORTING.......................................................................
24
City of Fresno Nor Exclusive Roll Off Agreement
Pagel
4/R/11
7 GENERAL .................__.. ... ......
.___..........
2.2 RECORDS ......... ................ .................
2.3 GENERAL REPORTING REQUIREMENTS._
2.4 MONTHLY REPORT .....,.._ .............
TS AS 939 COUNTY SURCHARGE REPORTING
ARTICLE a FRANCHISE FEES AND OTHER FEES........................................................................
28
8.1 GENERAL.... ........... ........,,.28
92
8.2 FRANCHISE FEE ...._....... ...... ... ......... .....
....... _.._28
0 3 OTHER FEES ... ...... ......._
._......... _,.,,..20
04 ADJUSTMENT FEES ....EF ......... ...............
................. 28
PAYMEN
85 AND
TSCHEDULEFES LATE FEES .,,_...... ...............
..........._29
OVERPAYMENT
8.6 OVER PAYMENT OF FEES ..__ _...........,. ...,,.....___
. .. .............. 29
B> NON CITY FEES: AB 939 COUNFV SURCHARGE ................._................_._.
_.... __. io
ARTICLE 9 CONTRACTOR'S COMPENSATION AND RATES ....................................................... 29
9.1
CONTRACTOR'S COMPENSATION. ......... .................
_............_ 29
92
CITY'S RIGHTTO SET MAXIMUM RATES ,.
....... 29
93
CONTRACTORS RATES .._....... .... ... ....... ..
........... 30
ARTICLE
101NDEMNITW AND INSURANCE..............................................................................
30
10.1
INDEMNIFICATION ...... ...... ..... ... .....:._._ ._........
_.. _.,.30
102
INSURANCE ................
ARTICLE
11 DEFAULT AND REMEDIES....................................................................................
35
11,1
EVENTS OF DEFAULT ............... _
AS
11.2
RIGHT TO DEFAULT ...,.....___..
.... .....,_..,. 36
ll 3
CITY REMEDIES CUMULATIVE;
CGES..- IVf. SPECIFIC PERFORMANCE __...................._._.........................
35
116
QUIDA ED DA
OON ................ ..............._
................. 36
115
DIVERSIONPERFORMANCE
DIVERSION NON PERFORMANCE, ............ .........
........... .. 38
11.6
CONDITIONS UPON TERMINATION .__............. .........,
39
ARTICLE
12 OTHER AGREEMENTS OF THE PARTIES ............. -... ................. _...........................
39
12.1
RELATIONSHIP OF PARTIES ._....... .. .............. ..... ..................
...... ........ 39
12,2
PERMITS AND LICENSES ......._ ............... _................
._........ 4D
12.3
COMPLIANCE WITH LAW ............. _.._......
._.._._4
120
GOVERNING LAW ._......... ................ _.._. ..
.............,40
125
JURISDICTION ...._.,410
............. ..............
_.._..........
12.6
ANG ON SUCCESSORS . ...... ..... .......
...__JO
132
ASSIGNMENT
12
PARTIES IN INTEREST __.. _... _........... .............
...... _....... 41
12.99
WAIVER....... .......... ..._...... _..........
__.......A1
12.10
NOTICE PROCEDURES...... .._,...__. _..........
.._._......41
1211
P......,,..
REPRESENTAIVES OE ...........__. _.......
......_42
12.12
CRIMINAL ACTIVITY OF CONTRACT
OF CONTRACTOR ...... ..,ICE....
.... _....,42
12.33
ACKNIOWLEDGMIENT
ACKNOWLEDGMENT OF PUBLIC RESOURCES CODE SECTION 49520 NOTICE ..... .............___43
CIN of Fresno Non Exclusive ROILOH Agreement
Page 11
4/8/11
ARTICLE 13 MISCELLANEOUS AGREEMENTS..........................................................................
K
13.1 ENTIRE AGREEMENT __..... ....... . .................
..............49
133 SECTION HEADINGS.,_......... ............._. .._...........
_................44
133 REFERENCES TO LAWS ............ .. .._......... _................
........._.. a4
134 INTERPRETATION ........_ ....__.........
__.... ................ 44
135 PRONOUNS AND PLURALS; TENSE .............
.. ... ,44
136CONTROLT.. .............. _......... ....
.... __... 45
AMENDMENT
13] AMENOMENi ..................
45
139
SEVERABI.._....... .. ........I...._.
.......... .....A5
13.9 COUNTS
COUNTERPARTS. ........_.. ............... .........._.
...... .....__..45
.....
131D ExwelTs .. ...__...
List of ExMbits
A Schedule for Liquidated Damages
g secretary's Certification
C Statement Of Applicant's Understanding and Representations
D Approved Processing and Residue Disposal Facilities
City of Fresno Non -Exclusive Fall Agreement Page III
4/g/11
This page intentionally blank
NON-EXCLUSIVE FRANCHISE AGREEMENT
BETWEEN
THE C111"1' OF FRESNO
AND
�
FOR ROLL -OFF COILS ION SERVICES
thiserdusive frn'¢e agreement (Agreement) is made and entered 'mm this day of
L 20f[� by and between the City of Fresna o, municipal corporation, ( y( and
on n n (Contracro Clt
RECITALS
This Agreement is entered into with reference to the following facts and circumstances
WHEREAS, the Legislature of the State of California, by anaament Of Ne California Integrated Waste
Management Aa of 1999, cohort at Caldomia Public Resources Code SeRlon 40000 at seq. (Act') ),
has trained that It is inthe public interest to authonx and require local agencies to make adequate
Provisions fpr Sblld Waste CallttEon within thelrludsdatil and
WHEREAS, the State of California I"State"I has found and declared that the amount of Solid Waste
generated In California, coupled with blminisMng landfill space and potential adverse environments
imparts from rental and the need to conserve natural resource, have created an urgent need for
State and local agencies to enact and implement an aggressive integrated waste management program
The State has, through enactment of the Art, directed the responsible State agency and all local
agen to promote Disposal Site Diversion and to maximize the use of feasible Solid Waste reduction,
eeProviding, and Composting options in order to reduce the amount of Solid Waste that must be
Disposed of in Disposal Sites; and,
WHEREAS, the Act requires loalagencies to dlvturni of discarded materials from Intel and,
WHERE 5, the Cry Council established goals of achieving m5% diversion by 2012 and aero waste status
by 2025 on lune 26, 2002, and approved a Zero Waste Strategic Anion Plan on Fehmary 11, 2009; and
WHEREAT, the City finds that musing. Reryding, and Composting Reasonable Materials, Organic
Materials, and Construction and Demolition Debris(CFI and beneficial use ompostmg of Organic
Materials is essential to further the City's efforts to reduce Sold Waste Disposal and comply with the Act
and the Gays rest waste goals; and
WHEREAS, pursuant to the Powers granted the City as a Charter city by Article MI, Section 5(al of the
California Constitution and Aral 8111 of the Fresno City Chatter. the City has determined that the Public
health, safety, and well-being require that a franchise agreement defining men exclusive rights be
awarded to qualified companies to provide for the Fail off container collection of renamed Materials
City of Fresno Poll Off Agreement Page l
4/8/11
except for collector of materials "Ciudad In the Chol Municipal Code, and other services related to
meeting requirements of the Aa: and
WHEREAS, the City requires all haulers Flooding Roll -Off Collection services for Permitted Materials in
the Gry to obtain a non exclusive franchise In order to regulate this business, ese Its orderly
operation, achieve its decision goals, and to minimize the potential for adverse effects it may have on
the local environment, and
WHEREAS, the Clry Council has determined through an application process that the contractor, by
demonstrated experience, reputation, and capai Is qualified to provide for the Rolloff Con
ner
Collection of Permitted Materials within the corporate limits of the Gry and the Transportation of such
to ryding,
Tial to appropriate places of ReProcessing, and/or Disposal, and can provide insurance
consistent with the City's commitments. The City Council desires that Contractor be engaged to perform
such services on the basis set forth In this Agreement, and
WHEREAS, Contractor Intens to use the City's pence, alleys, other public rights -of way, and
Infrastructure to provide Roll -ON Collection services wthe City's reactions and businesses; and
WHEREAS, the City intends to receive lust and reasonable
nable fees from the Contractor for CiC/s
administration of the Agreement and for Contractors use oRM1e City streets, alleys, other public rights.
of way, and Infrastructure which the City may ywfully Impose and the companies are obligated to pay:
and,
NOW, THEREFORE. In consideration Rhe mutual promises covenants, and reactions contained In this
Agreement and for other good and valuable consideration, thevardes agree as follows:
ARTICLE 1
DEFINITIONS
For Purposes of this Agreement, unless a different meaning is clearly required, the following words and
phases shall have the following meanings respectively assured to them by His Article and shall be
Capitalized throughout this Agreement'.
"Act" means the California Integrated Wage Management Am of 1989 (Division 30 of the California
Public Resources Codes, as amended, supplemented, superseded, and replaced from time to time.
"Apeement" means this Agreement between the Chy and Contractor for Roll-ory Container Collector,
Processing, and Disposal of Permitted Materials maWding all exhibits, and any future amendments
hereto.
'APNloble Law' rn all Federal, State, and local laws, regulations, rules, orders, ludgmeb
n,
degrees ,Permits, approvals, or other requirements of any governmental agency having Jurisdiction over
the Rolloff Container Collection, Transportation. Recycling, Prpcessing, and Disposal of Permitted
Materials that are In force on the Effecve pate and as they may be enacted, Issued, or amended during
the Term of this Agreement.
Ciryof Fresno RollOffAgreement pMe 1
4/g/11
"Approvetl MD Presenting Site means the processing site specified In Exhibit D, which was selected by
Contractor and approved by the City.
"Approved Disposal She" means a Disposal Site selected by the Contractor or its Subcontractor(s) and
approved by the City for Disposal of residue from Approved Processing 5lte(sl. Approved Disposal Simi
are listed In Exhibit D.
"Approved Oral processing Sake" means the processing site specified In Exhibit D, which was
laded
bby Contractor and approved by theCity.
°Approved Processing Slte(sl" means the Approved C$D Processing Site, Approved Organics Processing
Site, and/or Approved gecyclabies Processing Sure.
"suggested Proceisw' means the operator of an Approved Processing Site.
'Approved Ancydables Processing Sita" means the pro¢ssing site specified In Exhibit D, which was
selected by Contractor and approvetl by the City.
"Bin" means a container with capacity of approarnately one hl to eight 18)cubic yards, with a hinged
I'rd, and with wheels, that is centrally serviced by a front end loading Collection vehicle.
"Bushton Days' mean days during which CRY offices are open to do business with the public.
"Cart"means aPlastic container with a hinged lis and wheels that is Typically serviced by an automated
automated Collection vehicle. A Carl has capacity of 20, 35, W, or 96 gallons for similar
Or
volumes)
^CaD" means Construction and Demolition Debris.
"Changein laW m any of me following events or conditions that have a material and adverse
effect onrhe Performance by the Parties of their respective obligations under this .Agreement lexcept
for payment obligatinsl:
a. The enactment, adoPtlon, Promulgation, inuare, madmcatlon. or written mange In
administrative or judicial interpretation on or after the Eger ive Date of any Applicable
law or
P. The order or Judgment of any governmental body, on or after the Effective Date, to the
extent such order or judgment is not the result of willful or negligent notion,
or lack of re nable dillgen Df the City o of the Contractowhichev
,sent�g the occurrence oof a Change o now; provided, however, that the contesting In
good faith or thfalure In good faith to contest any such order or judgment shall not
sci[u[e or be construed as such a willful or negggent action, error or omission or lack of
reasonable diligence.
-City- means the City of Fresno, California. a municipal corporation, and all the territory lying within the
municipal boundaries of the ary as Presently "sting or as such boundaries maybe modified during the
Term.
City of Fresno Roll Off Agreement Page 3
a/8/tg
'IXya MYnklpel(Ne' mune W Ch NFrevwMWtlwl [Wee.
UYart'or Ynlluadrf mmretleattaf mIRtlMRWrrMMO Mnrlak aM oNermadrlalrtaM gnus
dRne+eLonlniheOry.
'fumeadY' and non of, from er perdlnlry d ndrRmlaenml PremWe wlwe halneu rtMh h
onNmC Fdaclue , but rM IImXM m, moll sales, eml[a, wlmlmk owdtlary ran boom nB and
Inauebhl donations, but witonR buaNvd connotes onto RmlaeMdl pmpMy xidA art
wrmXha anion app0abd awW rervlemm ane are nate mepnn..Y s,or ue wopnry.
YonwetY mon a mNanml appoon ren rang nwealah old a mlNlrv, Mlrh
below wry be dedrhable. ap me torturous M Nb "I Wnwtlos s1dY undom unh
Wnpandm vW mntalnn d{amv Mon 1101 to Rny (501 mEh toad the are aemda by RONI
Cdldtbn Truth
•lmpoat' or •LYnpatlW IMWa a mntrolNa NoWoU aemmpurow M Orton MaMdk
TMMMe • and ma nrmnd nee mmwm Pronati
• Pdre Aoaud' mane ane polutt rwltlry fern ma mnbMlM bwloydl amzoewXkn W
OWnk Materials mat are Sour[e YpvaW from tM sola Waae meam, Or Mach am WamM an a
dmdmetl FxYlh.
r<mmwon
and Omd mwrklmr mine mneaals rasa" 00.1 mmvwlbm, mmMenv.
repair. Nmuw Or am
aoAam on otonalbthat are no ballroom se MRretl In GMomla We a
Reµmbm, into U Stolon MBB. 1W dere IrcLhq beth me llml¢d to, rapNk, onamd, mmeM
run ebrkk lumber, pywm raAbmry¢wtle bead, taNbmµ aM other, asandW armadry,
whry madrhl, Cammk do, Cu Mali B, plasm pine and Ynl, as well as vepempe matter and N
Foment ekarlry and 11 1suPiq IM W ry bus Out NmaM m eek Sea, rare Mmpe. ConmuNan and
OmWltlon MdhotlWm putremWOwNb.
u,n IdrPnlan am
owrool wader ane ones or our sem a OMomh and Is dflkery mrenom, empbrraes, aBmd,
mmwma,ma wbmno-mmm.
'seem Narplar mall mean Commmw, aR:aa, akvm{ manasemem ampureme, or PomI
empbyem("M•rempemem employee•nations m arab/are Mm dean or Imlrmt rmpomlbnlh
for ATttlon and eMOI der the Crnmttn'a aeMMa wCn mk agreement and •floral empbyo-
uwvean amployta oh director maiden area doHo mmv to flnmaLl rearm
dn AearamnH.
'OSMmI41Mls^ mem mw aetMrb demoted In Section ]211.1
'Ombmar mean, the Panni whom Commoo sooner b0ft Impke b and aolkm wrmmn been
earadmdndmmapmaMae.
9aapaoa OIgnW she' mmr the nnermn Avenue reran ar MM w Amerman Avenue In
Trandbunv. CaIHOmle far the Purposes M Wpame Sona worm.
Ohasrano RPR911Apeemem PWa
Nwsa
'Designated Waite' means non Hazardous Wastes mat may pose special Disposal problems because of
Its potential to contaminate the environment and which may be Disposed of only In Class n Dlsponl
Sites or Class III Disposal Sites pursuant to a variance Issued by the California Department of Health
Servires.
'DheRw" shall mean the Public Utilities Director of the Cry Or an authorized representative of the
Public Utilities Director,
'Discarded Materials' means Solid Waste, Recyclable Materials, Organic Materials, or MD plated by a
Generator In a receptacle and/or at a location that Is designated for Collection pursuant to the City's
Municipal Code
"Disposal or Dispose )or v nation I ereoff- means the final disposition of Sdid Waste at a Dispowl
Site.
"Disposal Site" means a fa dity for ultimate Disposal of Solid Waste.
•Diversion"sactivities that Mature o eliminate theamount of Solid Waste from Solid Waste
Disposal includ ng,hut not limited t0, Reryeling and Comcortin
'Drop Box" means an open top container with capacity from six (6) to flfty )50) cubic yards that 15 used
for Collection of permitted Materials and that is serviced by a Rolf IXl Colleacton Truck. Drop Boxes wird
capacities of less than ten (10) cubic yards may only be used for the purposes of Collecting Cad. P DMp
Box, which is also known as a roll -off box and/or debris box, Is a type of poll -Off Container.
"Effective Date" means the date set forth In the introduchory paragraph of this Agreement..
'federal' means belonging to or pertaining t0 the national general government of the United States,
'Food Scrapi means those discarded materials that will decompose and/or Par r¢ty including (if all
kitchen and table food waste, (II) an mal or vegetable waste that a generated during or results from the
Drage, preparation cooking or handling Of food stuffs, It discarded Paper that is contaminated with
Food Scraps, (iv) fruit waste, gain waste, dairy waste, meat and fish waste, and, led nom Recyclable
paper or contaminated paper. Forks Scraps are a mean Of Organic Matedals.
'Franchise Fee' means the fee paid by Cont2c r to City for the privilege to hold the non-exclusive
rlghbganted by this Agreement.
'Generator means any person whose act or process produces Permitted Materials, or whose an first
causes Permitted Materials to become random to regulation.
"Green Wage MMedar means any materials generated from the maintenance or alteration Of public,
«ial,orresidential landscapes that will decompoz and/or Putrefy mduding, bbl not limited to,
yard dlppngs.grass, leaves, shrub/tree trimmings Or pfunings (less than 0" In diameter), brush, flow
weeds, dead plants, small pieces of impalnted and untreated wood. and other types Of organic waste.
For the purposes of this Agreement, such materials shall be Source Separated and placed by a Generator
in a receptacle and/or at a location that is designated for Collection. Green Waste Material is a subset
Of Organic M itenak,
City of Fresno Rolf -Off Agreement Page 5
III
"HamMOUS Waste" means all substances defined as Hazardous Waste, acutely Hazardous Waste, or
extremely Hazardous Waste by the State in Health and Safety Code §1511003, §15115, and §25117 or
in the future amendments to or recotliflcations of such statutes or Identified and listed as Hazardous
Waste by the U.S. Environmental Pmtettim Agency (EPA), pursuant to the Resource Conservation and
Recovery Act (@ USE §5901 at sea.), all future amendments thereto, and all rules and regulations
Promulgated thereunder.
"Holidays" are defined as New Years Day, Thanksgiving Day, and Christmas Day.
"Infra lour Waste" means biomedical waste generated at hospitals, public or unwed medical clinics,
dental offices, research laboratories,. pharmaceutical Industries, Scrap banks, mortuares retarldary
facilities and other similar establishments, as deffined in Health and Safety Code Section 15117.5.
"Uquldated Damages' means the amounts due. by Contractor W City for Mlure to meet spedNc
combinable standards of performance an described In Section 114 and Exhibit A,
"Organic Materials" means those discarded materials that will decompose and/or putrefy including
Green Waste Material and Food Snaps such as, but are not limited to, green trimmings, grass, weeds,
leaves prunings, branches, dead plants, brush, tree trimmings, dead Veen, small wootl pieces, other
types of organic yard waste, vegetable waste, fruit waste, grain waste, dairy waste, meat waste, fuh
waste, paper contaminated with Food Scraps, pieces of unpainted and untreated wood, and pieces of
unpainted and untreated wallboard No discarded material shall be continued to be organic Materials.
unless such matedal is Source Separated from Said Waste, Recyclable Materials, C&D, or other
materials.
"Parent Cam Wny" refers to a company owning more than fdry percent SODS) of the shares of another
company subsidiary) or a company that has management control over such subsidiary.
"Pri or PaRles" refers to the Clry and Contractor, Inde idually or legal
'Permitted Materlale refers to Solid Waste, Source Separated Recyclable Materials, Scone Separated
Organic Materials, and C&D. Permitted Materials excludes Source Separated Food Snaps.
'Person(s)"any individual, firm associated, organization, partnership, corporation, business
must, joint venture, the United States, the State of California, the County of Fresno, and proof succeed
Mercury,
"Premhes'ns any land or bullding in the wryer¢ permitted Materials are generated o
anumdatedme Ory r
"Processing'means to prepare, treat, or convert through some special method.
"Processing Site' ms any plant or slue used for sorting, cleansing, mating, or reconstituting
Permte
Rd Materials for the purpose of making such material available for muse.
"Putra cible Waste" means Solid Wastes originated from living organisms and their metabolic waste
products and from petroleum. whim contains naturally produced organic compounds and whim are
City of Fresno Roll -Off Agreement Page 6
4/11/11
biologically decomposable by microbial and fungal action Into the constituent Compounds of water,
carbon dioxide and other simpler organic compounds.
"Rates" means the charges and fees Contractor bills and canoes from each Customer receiving service
pursuant W M'u Agreement.
'Rerytlable Ma dale means those Discarded Materials that the Clry Codepermits, directs and/or
requires Generators to set out In Iequables Materials containers for Collection for the purpose of
Resi No Discarded Materials shall be considered Rerytlable Materials unless such matenal is
Separated from Solid Waste and Organic Materials. Recyclable Materials shall include, but not be
limited to: newspaper )including inserts, Coupons, and store advertisements): m'xed Paper (Including
Office Paper, computer paper, magazines, junk mail, catalogs, brown paperbags. brawn paper,
Paperboard, paper egg rts, statelephone books, grocery bags, colored paper, construction paper,
envelopes, legal pad backings, shoe boxes, soap boxes, cereal and other similar food bases): chipboard;
ardboard: paper milk cartons: glass containers of any color (including glass bottles ant jars all colors);
aluminum man fabric soften containers; steel, tin or bbmetal cans: plastic containers (clear or gree
plastic soda and water bottlesr plastic containers and bottles and plastic bags with no. 1.2 or 3 on the
butmr): and food containers from potato salad, pasta salad, whipped cream, etc.
°Reryds or Recydfng' means the process of collecting, strong, cleansing, treating, and reconstituting
materials for the purpose of using the altered form In the manufacture of a new product. Recycling clow
not nclude burning, incinerating. or thermally destroying solid waste.
'Residential" shall mean of, from, or Pertaining to a single family Premises, multiplex, or multinfamgy
Premises Including single-family homes, apartments, Condominiums, townhouse complexes, mobile
home parks,. ooperative apartments, and yacht harbors and marinas where residents live aboard boats.
"Roll lNf Carbonate means a Drop Box or Compactor used for Collection of Permitted Materials and
sperviced by a ReloffCollection Truck. Roll Off Cori with capacities of less than ten (10)cubic
yards may only be used for the purposes Of Collecting C&o.
'Roll -0H Cd1Wdj Track" m collection vehicle with a mechanical device such as a winch that
pulls or loads a Roll -OR Container onto the truck bed or attached [rifler and separately transports each
RollOffContainer to a Disposal Site or Processing Site.
"Shcd Wastes means solid waste as defined In California Public Resources Code, Divincn 30, part 1,
Chapter 2,§40191 and regulations promulgated thereunder and those Discarded Materials that the City
Came requires Generators within the Ciry to set out for Collection. Excluded from the definition of Solid
Waste are C&D, Hazardous Waste Infectious waste. Designated Waste, Source Separated Recyclable
Materials, Source Separated Organic Materials, and radioactive Waste. Notwithstanding any provision
to the contrary, 'Solid Waste' may include de minim's Saudi or concentrations of waste of a type and
amount normally found in Residential Solid Waste after Implementation of programs for the safe
collection, Counting, treatment and disposal of household hazardous waste In COFFIRSUce with section
41500 and 41002 of the California Public Resources Code.
"Sour a Seuarated"ans the segregation, by the Generator, of materials designated for separate
Collection for some form of Reciding,Processing, Compostrng, recovery, orhuman
°stlte" means the State of California,
City of Fresno Roll off Agreement Page
4/8/11
'gubconeractof means a party, who has entered intoa contract, express or Implied, with the Contractor
for the performance of an act that Is necessary for the Contractor's fulfillment of its obligations under
this Agreement.
"term' means the Term of this Agreement, including extension periods if granted, as provided for In
Article 3.
'Tan' means a unit of measure for weight equivalent to 2,OW standard pounds where each pound
contains 36 ounces.
'Tonnage" means the total weight in Tons COIIeRetl, Recycled, Composted, Diverted, or Disposed 9, as
the contest requires.
TMnspo ion me a as the act Of transporting or state. of being trans ported
ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF THE CONTRACTOR
2.1 REPRESENTATIONS AND WARRANTIES
The Contractor, by execution of Mas Agreement, represents and warrants the following to City, for the
Purpose of Inducing City to enter Into this Agreement and to consummate the tfaeactions
contemplated hereby,
A. Drrporete Status. Contractor is duly organized, valltlly existing and in good standing under MB
laws of the State. It Is quallfmd to transact business in the CIry and state and has the power
n IO properties and to carry on Its business as now owned and operated and as required by
Mls Agreement.
6. Authorization. contractor has the authority toenter this Agreement and perform its ablations
under mos Agreement The board of olrectors of Contractor lar the shareholders, if necessaryl,
sole proprietor, or partners have taken all aRiona required by law. So articles Of incorporation,
Its bylaws, or otherwise, to authome the execution of this Agreement. The Personsigning this
ss
Agreement an behalf of Con rity actor represents and warrants that they have authoto do se
and the corporate secretary's certificate in Exhibit g confirms this. This Agreement constitutes
the legal, valid, and binding obligation of the Contractor.
C Agreement Will Not Cause &esN. To the best of Cartra6ofs knowledge after reasonable
Investigation, the execution or delivery Of this Agreement or the performance by Contractor of
its obligations hereunder does not mnflle with, violate, or result In a role it of any law or
governmental regulation applicable to Contractor, (ill any term or condition of any judgment,
order, or decree of any court, administrative agency or other governmental authal or, lisp
any Agreement orentto which Contractor is a Pair or by Which Contractor or any of its
partial or assets are bound, of mnatitutea default thereunder.
Or of Fresno callOffAgreement Page
4jb/11
D. No litigation. To the best of Contractor s knowledge after reasonable investigation, there IF no
action, suit, proceeding or Investigation, at law or In enum' before or by any court o
governmental authority, mmmese n, board, agency or Instrumentality decided, pending o
threatened against Contractor wherein an unfavorable decision, ruling or finding, in any single
case or in the aggregate, would.
1. Materially adversely affect the performance by Contractor of in obligations hereunder;
1. Adversely affect the validity or enforceability of thisAgreement; or
3. Have a material adverse effect on the finandal condition of Contractor, or any career or
entry gust ant eing Contractor's performance under this Agreement
E. No Adverse Judicial Decisions. To the best of Contractors knowledge after reasonable
investigation, there is nojutl¢ial decision that would pi this Agreement or subject this
Agreement to legal challenge.
F No legal Prohibited. To the best of Contractor's knowledge after reasonable Investigatlon,
there is no Applicable law in effect an the date Contractor signed this Agreement that Would
prohibit the Contractors performance of its obligations under this Agreement and Me
transactions contemplated hereby.
G. Contractions Statements. The Contaccoh Application and any other supplementary
Information submitted to the Cl which the Clry has relied on in entering this Agreemenp do
not. if a any untrue statement of a material fart or (11) omit to nate a material fact that is
necessary in order to make the statements matle, in It of the circumstances In which they
were made, not misleading.
H_ Contmooes Investigation. Contractor has made an Independent investigation(sabsfactory to
IF of the conditions. and circumstances surrounding the Agreement and the work to be
performed hereunder Contractor has considered such mattes in entering th s Agreement to
provide services in escnange for the compensation provided for under the terms of this
Agreement,
I. Ability to Podorm. Calculi possesses the business, professional, and technical expertise to
Collett. Transport, Recycle, Process, and Dispose Permuted Materials generated in the Clry.
Contractor possesses
s the fromme , faairmllesl, and employee resourcesquired reto perform
Its Obligations under thsAgreement.
ARTICLE 3
TERM OF AGREEMENT
3.1 EFFECTIVE DATE
Contractor may provide the Poll-0ff Container Collection, Transportation, Recycling, Procesi
Compodmil, and Disposal servias ammi ized by thisAgreement commencing on the Effective Date.
Ger of From seaOffAgreement Page 9
A/g/el
3.2 CONDITIONS TO EFFECTIVENESS OF AGREEMENT
The obligation of City to permit Run Agreement to become effective and to perform its undertakings
provided For in this Agreement 15 subject to the satisfaction of all the Conditions below, each of which
may be waived, In written form, In whole or In part by City.
A, Accuracy M Npresensatlons. The representations and warrantless made In An ] of This
Agreement are Due and correct on and as of the Effective Date.
g. Absen¢ of Llflgatlpn. There Is no litigation pending on the Effective Date In any court
challenging the award or execution of this Agreement or seeking to restrain or contain its
performance.
C. Furnishings of Insurance. COm actor has furnished evidence of the Insurance required by
Article 10 that is satisfactory to the City.
D Effectiveness of Ory Council Action. The City Council action approving this Agreement shall
have become effective and all parties shall have signed the Agreement Pursuant to Applicable
Law prior to Or on the Effective Date, provided that no restraining order of any kind has been
Issued,
3.3 INITIAL TERM
The initial Term of this Agreement shall commence on the Effective Date add continue in full fora for
flue 151 years, until June 30, 2015 The Term may be extended pursuant to Seaton 3.4 or terminated
early In accordance wish Seamn 11.2
34 OPTION TO "TEND
Subject W City Council approval, the City shall have The option to extend Its Agreement for an
additional term of up to five (5) years. If the City extends the Agreement, it shall give written notice to
Contactor at least onehundred eighty(IN) calendar days prior to expira0cn of the Initial Term. The
City's written notee shall specify the number of years by which It elects to extend the Term of this
Agreement and the revised expiration date of Agreement Any such extension shall not become
effective unless Contractor agrees to the extension, In writing, at least one hundred fifty Win calendar
days Prior to expiation of the mibal Term:
City of Fresrw RollOffAgreement Page 10
0/8/11
ARTICLE 4
SCOPE OF AGREEMENT
41 SCOPE OF AGREEMENT
This nontixduew franchise, granted to Contractor, authorizes Formal Colleh Transport, perycle,
Procter, Compost; and Dispose of remitted Materials placed by Residential Or Commercial Generators
In Roll OR Containers for Collection, Provided that the Customer has voluntarily arranged for Contractor
to provide Collection services.
The Contractor shall be responsible for the f011dring services,
A Collecting Permitted Materialsplaced by each Customer In a Fall INRantonner for Collection as
requested by Customer,
9, Providing each Customer, upon delivery of RGII-0ff Complaint, a printed list that specifies the
gals that cannot be placed in the Ri Conm
ame, (I.a, Hazardous Was7 and a 119 of
materials
Recyclable Materials, Organic Materials, and C&O that may be placed in the Roll -W
Computer.
C Transporting CoIIMed Solid Waste to the Designated Disposal Site and mansmil other
materials to an Approved Processing Site.
0. Furnishing all labor, superyip
vehicles, Roll Off Containers, other equipment. materials,
supplies,and all Other Items and services necessary, to perform itsobligations under this
Agreement.
E. Paying all expenses related to pro, services of required by NB Agreement Including, but
not limited to, Franchise Fees, taxes,regulatory fees, Collection costs, Transportation costs,
Processing casts. Disposal osis, utilities, etc.
E Providing all se required by this Agreement In a thorough and professional manner so that
residents, businesses, and the Gty are provided timely, reliable, courteous and high-quality
service at all times.
G. Performing all ser substantial accordance with this Agreement at all times using best
industry practice for comparable operations.
H. CompNing with Applicable law,
I Performing or providing all other servires rleceaary t0 fulfill its obligations under this
Agreement
L Inverting a minimum of 50% of the C&D Collected from Disposal The Diversion rate shall be
calculated each month based upon the weigher Of C&D Co@Red and Diverted.
City Of Fresno ROTI -Off Agreement page 11
6/g/11
K. Diverting a minimum Of 71% of the Recyclable Materials Collected from Disposal. The Diversion
rate shall be calculated each month based upon the weights of Recyclable Materials Collected
and Diverted.
L. DiveNng a minimum of 90% of the Organic Materials Collected from Disposal. The Dive
rsion
rate shall be calculated each month based upon the weighty of Organic Materials Collected and
Day rrmd.
The enumeration and spreiftation of para lar aspects Of service, labor. or equipment requirements
shall not relieve Contractor of One duty of accomplishing all other aspects necessary to fulfill Rs
obligations under this Agreement whether such requirements are enumerated elsewhere in the
Agreement or not.
4.2 LIMITATIONS TO SCOPE
The scope of the Agreement shall be nomemlusive Permitted Materials may be Collected and
Transported by other Persons provided that such Persons do so In accordance with the Cry's Municipal
Code, including but not limited to the following:
A. Permitted Materials Collected by Met NanIExchadve Franchise ranked. Permitted Materials
Collected by a party that has executed a Non -Exclusive Franchise Agreement with the City for
ROIL OR Container Collection Services.
B. Permitted Materla6 Collected by City. Permitted Materials retired by the Cry's municipal
collection opera[on including'. Ill materials Collected using towpment, such as carry and Bins,
not regulated by this Agreement (2) materials Collected from Cry facilities, and special events
and venues sponsored by the Coo which may be Collected In Carts, Bins, or Roll -Off Containers
by the GA's commercial collection operation Or Cory crews.
C. Donated Recyclable Matanals. Recyclable Materials Generated In the City that are Source
SeparatN and donated by the Generator to youth, civic, shareable, or other nonprofit
organhatens.
D. Materiels NaukU by Owner Or Ocmpairt, or Its Conarattor. Permitted Materials that are
Owved from any Premises and are Transported to a Disposal Site or Processing site by (1) the
er or Occupant of such Proposes, (oi) by full time employee o1 Owner or Occupant that uses
the Owners or Oaupant's equipment to transport m rials; r (Pill by a construction o
demolition contractor performing construction or demolition work at the Premses, whose
remonal of the Permitted Materials is incidental to the service being performed (as defined In
Section E 201 d the City's Municipal Code) and such contractor removes materials at no
additional or separate fee using contractors empmyeesand contractors equipment
E, Graen Wute Matedat Private collection of Green Waste Material resulting from landscaping
or gardening service Consul by the person mllecirp such materials.
@v of Fresno Roll Off Agreement
4/9/31 Page 12
E Other Recyclable Materials. Private cpllection by any person or company that transports
Recyclable Materials through use or has own vehidelsl, and receives no compensation for such
Chira n or Transportation.
G. Materials farm Public Schools and Other Government Facilities . The removal of any materials
generated by public local cilias, the County, or bell faillies(with the exception of those
fa[Intle: subject to az USS. Semon 6961lab
4.3 CITY'S RIGHT TO GRANT MULTIPLE NON-EXCLUSIVE AGREEMENTS
The City may grant to an unlimited number of additional Persons invasion n actuated franchise
agreements for Roll Off Container Collection, Transportation, Peryding! Processing, Composting, and
Disposal Of Permitted Materials.
4.4 CITY'S RIGHT TO EXCLUDE NEWLY ANNEXED TERRITORY FROM SCOPE OF
FRANCHISE
The City reserves the right to exclude territory that Is annexed into the mrpmate limits of the Day
subsequent to the Effective Date from the scope of this franchise.
4.6 AGREEMENT CONSISTENT WITH APPLICABLE LAW
This Agreement and scope Of this franchise shall be interpreted to be consistent with Applicable Law,
new and during the Term, If future Judicial Interpretations of current law or new laws, regulations, or
judicial Interpretations limit the abinty of the City to lawfully Provide far the scope of services a
specifically set forth hereiq Contractor agrees that the scope of Agreement will be limited to those
se and materials which may be lawfully provided and that the City shall not be responsible for any
lost pmsfib or losses claimed by Contractor to arise Out of limitations of the scope of Agreement set
forth herein. In such an event, It shall be the responslbllity of Contractor to minimize the reca l
impact of such future Judicial Interpretations or new laws.
0:6 OWNERSHIP OF MATERIALS
Once Permitted Materials are placed in a Ro Wif Container for Collection by Contractor, ownership and
the right Car possession of such materials mall transfer directly from the Customer to Contractor.
On a short-term basis not to exceed more than five (5) calendar clays per year, City may obtain
ownership Or possession of Permitted Materials placed in the Rollet Container for Collection, for
Purposes of waste characterization studies, upon written notice to Contractor of its Intent to do an.
However, comes inthis Alinement shall br construed as giving nae to any interview that City has such
ownership Cir Possession unless such written notice has been given to Contractor,
City of Remo Roll Off Agreement 13
6/6/11 Page
C7 NOTIFICATION TO CITY OF NON -FRANCHISED HAULERS
If Contractor can produce evidence that other Persons are Collizi permitted Materials and do not
have rights to do so as granted by non- exclusive franchise agreement with the Ciry or otherwise, or in
manr that Is not consistent with the Cur's Municipal Cause, Contractor shall the City in writing,
within notify ten 110) calendar days of Contractor witnessing such circumstances. The Contractors notice shall
'nclu0e the name and telephone number of the Person or company Collecting Permitted Materials (If
knownl, the date the Contractor witnessed the event, the location of the RD1606 Container along with
Contractor's evidence of the violation of the rights granted by this non exclusive franchise.
ARTICLE 5
COLLECTION, PROCESSING, AND DISPOSAL SERVICES
6.1 COLLECTION
Contractor is hereby authorized to Collett Permitted Materials from residents and businesses In the Cut
sing FallOffContainers. Contrumor shall Collect PermRted Materials from Customers that voluntarily
subscribe to or request Roll- off Container Collection services from Contractor. Contractor shall provide
Its Customers with a Roll -Off Contamer for Permitted Materials Collection or shall allow Its Customers to
provide a Roll OH Container. Contractor shall Collett Permitted Materials from Premises as frequently
as scheduled by Contractor or as mutually agreed with Customer, but not less than once week for Solid
Waste and Organic Materials. Contractor shall provide requested service to its Customers and shall
charge Customers for service at gates mutually agreed by Customer and Convector.
Contractor Shall Transport Solid Waste COIIStm pursuant to this Agreement to the Designated Disposal
Site and other materials to an Approved Processing Site that has been selected by the Contractor and
approved by the Ciry. The Approved Processing Iitelsf must be able to demonstrate Diversion rates In
accordance with Sections 0.1 and 5.3.
Contractor may enter into contracts with Customers for Collection sereires provided that no case shall
the term of such contracts extend beyond Me Term of this Agreement, and provided that in the event
the CSN terminates this Agreement the contracts with any and all Customers shall terminate on the
termination date Of this Agreement.
6.2 PROCESSING AND MARKETING SERVICES
A. Processing. Control agrees to Transport and delmer (1) all CMD It Collects In the City to the
Approved C&D Processing Site, Iii) all Recyclable Materials It Collects In the Ory to the Approved
Recyclable Processing Site, and is all Organic Materials it Chisel In the City to the Approved
Organics Pracessiet Site Residue from the CBq Rad clable Materials, and Organics Processing
and Composting activities shall be Disposed of by Contractor or its Approved Processor at an
Approved Disposal She selected by Contractor In accordance with Stmon 5.0. Contractor
Selected the Approved Processing Sii and Approved Disposal Sadist which are identified In
Cry OfFresno Rall-0ff Agreement Page lG
0/8/11
Exhibit D. Contractor snail permit or arrange for the City to inspect the Approved Processing
Signal and observe operations at any time during the Term.
Contractor or or Approved Processogel shag Possess all permits and approvals necessary for use
of the Approved processing Sitefsl in full regulatory compliance. Contractor shall, upon City
request, provide or request from Its Approved linki and provide copies of notices of
violation or Permits to the City Upon request of the City, Contractor shall provide a celtlFlet
statement from its Approved Procet documenting its Diversion rate.
If Contractor elects to use a Processing Sleds) that is different than the Approved Processing
Ships) SpeclOed In Exhibit D. It shall request written approval from the City sixty (W) calendar
days prior t0 use of the site and obtain the City S wrmen approval no lacer than ten (10)
calendar bays prior to use Of the site.
If Contractor Is unable to use
n Approved Processing Site due to a emergency o sudden
unfor Closureof the Approved Processing Site, Contractor mause alternative
Processing Site provided that if the Contractor provides verbal and written notice to the City
within twenty{our (24l hours of use of an alternative Processing Site, and (lit the alternative
Processng Site is fully permitted a" in Compliance with all Applicable laws. The written notice
shall Include a description of the reasons the Approved Processing Site is not feasible and the
Forced of time Contractor proposes to use the alternative Processing Site. Contractor shall use
the alternative Processing Site for no more thantwenrydour X241 hours without obtaining City's
wit Ren approval.
B. Marketing. The Contractor or Its Approved Processor shall be responsible for marketing C&D,
Recyclable Materials, and Organic Materials Collected in the City and Diverted. Contractor
and/or Its Approved Processor may retain all revenues generated from the sale of Permitted
Materials that are Diverted.
Upon request, Contractor Or its Approved Processor shall provide proof lin the form Of sales
receipts showing end -user) to the Cry that all C&D, Recyclable Materials, and Organic Materials
Drooled are marketed for Rerytling Or se In such anr that materials shall be
rensidered as Diverted in Accordance with the State regulations established by the Act. All
sidual material from the Processing activities that is not marketed for use shall be accounted
for as Disposal Tonnage at a permitted Poll Site. No Permitted Material shall be
transported t0 a domestic or foreign location If Solid Waste Disposal of such material is Its
intended use.
Contractor or its Approved Processor shall provide the City, upon written request, with a list of
broker/buyers it uses to market C&D, Recyclable Materials, and Organic Materials Diverted City
may audit brokers or buyers to confirm that materials are being Recytled and Diverted from
Disposal. If Contractor becomes aware that a broker or buyer has Illegally handled or Disposed
Of material generated by the City or elsewhere, Contractor shall Immediately Inform the City and
terminate is contract or working relationship with such party immediately.
C. Processing and Marketing Costs. Contactor shall pay all costs associated with Processing and
marketing Of Permitted Materials including payment of any gate tees charged at the Approved
Processing Ates.
Cry of Fresno g011-0ff Agreement Page 15
4/8/11
6.3 DIVERSION REQUIREMENT
Contractor shall Divert from landfill disposal at least (I) SOK by weight of all Ci It Collects within the
City, (1117096 by weight of all Reryclable Materials It Colles within the City, and (Iii) TOO by weight of all
0ganic Materials it Collects within the City during each calendar month by Processing, Recording, or
Composting some or all of the C&0, Recyclable Materials, and Organic Materials Collected.
If Contractor fails to meet the Diversion requirements stated in the preceding paragraph doring a
calendar month, the City may terminate the Agreement in accordance with Section 115,
5.6 DISPOSAL
A, Disposal of Solid Waste Colleted. Contractor shall Transport all Solid Waste Collected In the
City To the Designated Disposal Site, which the (Dry specifies shall be the American Avenue
Landfill an Tommuglry, Entered, Contractor shall pay all costs associated with Transporting and
Disposal of Solid Waste Including payment of any gate fees charged at the Designated Disposal
Site.
& Disposal of Pmce IN Residue. Contractor shall, or shall reAire Its Approved Processor to,
Claimed of residue from Processing of C&D, Recyclable Materials, and Organic Materials
Cauef ea within the Cry, that are not Diverted through Processing activities, by Transporter
the residue to an Approved Disposal Site specified in Exh at 0, which is lawfully authorleed to
accept such material.
C. Permitted Site. Contactor or Its Approved Processor shall only Dispose of materials at a
permitted Disposal Site that Is'n full regulatory compliance. Contractor, Or Its Approved
Processor, shall keep o confirmall existing Permits and approvals necessary for use of the
Disposal 5ite(s11n full regulatory compliance Contractor shall, upon request, provide copies of
notices of violation or permits to the Chy.
D. Compliance hRegulations Contractor shall observe and comply with all regulations In effect
at the Designated Disposal Site and Approved Disposal Sol and cooperate with the operator
thereof with rental delivery of Sobd Waste, Including directions to unload Collection vehicles
in designated areas, accommodating operations and maintenance aff icing, and complying with
Hazardous Waste evolution programs
Ic Disposal at Approved Site. Contractor, Or its Approved Processor, shall not Dispose of such
residue by depositing It on any public or private land In any river, stream, search waterway, Or
in any sanitary sewer or storm drainage system or i any other m which vlolatez
wn
Applicable las. Contractor, or Its Approved Processor, selected the Approvetl Disposal Sites)
for residue Disposal specified In Exhibit D. Contractor shall arrange for the City to inspect the
Approved Disposal 51[elsl and observe operations at any time during the Term.
F. Mmnative Disposal Slue. If Contractor, or Its Approved Processor, spaces to use a Disposal
Seems) that is different than the Approved Disposal Sltels) listed In Exhibit D, it shall request
written approwl from the Ciry, 60 calendar days prior to use of the site and obtain the City,
wrier n approval no lacer Than m calendar days prior to use ofthe site.
Cdy of Fresno RollOffAgreement Page 16
a18/11
If Contractor, or its Approved Processor, is unable to use the Approved Disposal Site due to an
emergency or sudden unforeseen closure of the Approved Disposal Site, Contractor, or its
Approved Processor may use an
alternative Disposal Site provided that (1) the Contractor
provides verbal and writtenn a to the City within twenty four (34( hours of a or an
alternative Dkposal Site, and (i) Me alternative Proce sing Site Is fully permitted and in
Compliance with all Applicable laws. The written notice shall Include a descrlption of the
reasons the Approved Disposal Site is not feasible and the pedal of time Contractor, or its
Approved Processor, proposes to use the alternative Disposal Site Contractor shall use the
alternative Disposal Site for no more than Iwenry-four (241 hours without obtaining Clry's
written approval.
5.5 BILLING
Contractor shall hill all Customers and collect billings In accordance With Contacor.established gates,
which are set In a manner consistent with provisions of Section 9.3. The Contractor shall prepare mail,
and collect bills (or shall issue women receipts for cash payments) for Collection services provided by
Contractor Contractor Shall be responsible br collection of payment from Customers with past due
accounts.
Contractor shall maintain mpitsof all billings and rettipts, each In chmnaloglcal order, for five (51 years
after expiration or termination of this governors Contractor shall retrieve and make available to the
City copies of the billings and reeipcts withiflue (5( days of the Director's written request for fire
billings and receipts, The Contractor may, at its option, maintain those records in computer form, on
macrall or In any other manner provided that the records can be prerand and retrieved for
nspettion and verification in a timelymmanner.
5S CUSTOMER SERVICE
Contractor Shall maintain a business office within the City or within aanable distance of the City
limits approved by the Director. The business office shall staff at least on
representative Capable of accepting payments from Customers, answering z euquestions, a
tntl
solving Customer service Issues. Contractor sb
hall have a toll Customer ee Cuser service telephone number
and shall have Staff available to answer calls from at least 9 00 a.m. to PD) p.m., Monday through
Friday. An answering machine shall record Customer czlls and voice messages between 6:00 p.m. and
8:00 a.m.
ARTICLE 6
STANDARDS AND REQUIREMENTS FOR SERVICES, EQUIPMENT,
AND PERSONNEL
5.t OPERATING DAYS, HOURS, AND SCHEDULES
A. Days and xoors of Collection
City of Fresno Poll Off Agreement Page 17
4/11/11
1. Residential Premises. Delivery Or CuueRmn of a NOlblf Container to or from Re9dentlal
Premises shall only occur between the hours of 6a)) a.m. and 6:00 p.m., any day of the
week.
2. COm mial PmmNn. Delivery or Collection Of a RollOfeontaner m ercial
Or from Comm
Premises that are 2r10 feet or less from Residential Promises shall only Occur between the
hours of 6: W a.m. and 6 00 p in., any day of the week. Delivery or Collection of a Roll-0ff
Container to or from Commercial Premises that are more than 200 feet from Residential
Premises shall only occur between the hours of 5 W a M. and 790 p. m., any day of the
eek. The OIreROr may require modifications to hours for delivery and Collection from
Commercial Premises to doove "I complaints, and, in such case, the Director may
change the allowable Operating hoursSP
3. Exceptiffiency In the event of an unforeseen circumstance, the Contactor may deliver or
CORENCE a Roll Off Containers from Residential or Commercial Premises that are 200 feet Or
less from Residential Premises between the M1ours of Ii a.m. and 10:001 upon prior
written approval from the Director.
4. Failureto Comply. Ifthe Contrattorfalls to comply with the Collection hours described In
this Section, the Contractor shall pay the City liquidated Damages as described in Section
11.4 and Exhibit A.
6.2 COLLECTION STANDARDS
5.2.1 Instrvtlions to Customer
Contractor shall Instruct Customers as to any preparation of Permitted Materials necessary prior to
placing In the Roll -Off Container. Contractor shall, In written form, Inform all Customers as to the
acceptable materials that can be Induced In the Rud -0R Container and any unacceptable materials to be
excluded from Cnuecflon.
6.2.2 Care of Private Pmperty
Contractor shall not damage private property, Contractor shall ensure that its employees'. (i) close all
gates opened in making Collections, unless otherwise directed by the Customer: (II) do not cross
landscaped areas, and iiil do net climb Or jump over hedges and fences
City shall refer mmplaints about damage to private property to Contractorcontactor shall repair all
damage to private and public property caused by ba employees to Its previous condition.
6.2.3 liner Meement
A. MlnimlvNOn of Spills. Contractor shall use due care ED prevent vMide Oil and vehicle fuel from
being spilletl or scattered during Collection and Transportation operations. If any Permitted
Materials are spilletl or scattered during Collection or Transportation operations, the Contractor
shall promptly dean up all spilled and scattered materlaiz,
Ory of Fresno Rall -Off Iffirelimmint Page IS
4/8/11
Contractor shall net transfer loads from ane vehicle to another on any public street, unless it is
necesnary to do so because of mechanical failure, hot load (combustion of material in the truck),
accidental damage to a since, or unless approved by the City
If Contractor fans to perform some or an of the requirements described in this section, the
Contractor shall pay the City Liquidated Damages as described in fiction 114 and Exhibit A.
B. Cramp p. Each Collection vehicle shall carry protective gloves, a broom, and shovel at all times
for cleaning up litter and absorbent material for Cleaning up audit spills. The Contractor shall
discuss instances of repeated spillage not caused by It with the Customer of the Premises where
spillage ac and Contractor shag report mch in o city. If the Contractor has
attempted tohavea Customer stop creating spillage but is unsuccessful, the City will attempt,
upon notice byme Contract). to rectify such situation with the Customer.
C. Coveting M Loads. Contractor shall cover all RollOffContainers at the pickup location before
Transporting materialsto prevent PermiRM Materials frameswpreduring Transportation
6.2.4 Noise
All Collection operations shall be conducted as quietly as possible and shall conform to Applicable law.
Contractor will promptly resolve any Complaints of noise during the morning or evening hours of the
day to the satisfaction of the Clty. In the event of repeat occurrences of noise levels In excess of 75
dbi the Contractor shall pay Liquidated Damages in accordance with Sudan 11.4 and Exhibit A.
6.3 VEHICLE REQUIREMENTS
A. Denenl. Vehicles used to provide services under this Agreement shall be kept in a safe, neap
dean, and operable condltion at all times. If Contractor lads to keep Collecdan vehicles In a safe
and sanitary contract, the Contractor shall pay the city Liquidated Damages as described In
Section 11.4 and Exhibit A.
D. Spetlflcalions. Contractor shall register all vehicles with the California Department of Motor
Vehicles. All such vehicles shall comply with Ulifornia Environmental Protection Agency (EPA)
name emission and air quality regulations and other applicable mise control regulations.
C Vehicle Identification, Contractors name, local telephone number, and a unique identification
umber for each vehicle used to provide services under this Agreement, shall be prominently
d'uplayed on all vehicles, in lances and numbers that are a minlmum of 4 Inches high.
Contraaarshall not place the C'li logo on its vehicles.
D. Cleaning and Maintenance
1, Cleaning, Collection vehicles shall be thoroughly washed and thoroughly cream cleaned as
frequently as necessary to Present a clean appearance of the exterior and Interior commandment
of the vehicle.
2, Maintenance. Contractor shall inspect each vehicle daily to ensure that all equipment Is
operating property. Vehicles that are not operating properly shall be taken out of service until
they are repaired and operating properly. Contractor shall perform all scheduled maintenance
Cry of Fresno Roll OH Agreement Page 19
all
functions Inordance with themanufacturer's specifications and schedule or In accordance
with California Highway Patrol standards, whichever are more stringent Contractor shall keep
accurate records of all vehicle maintenance, recorded according to date and mileage, and shall
make such records available to Ne City upon request to the extent necessary to perform the
dependency described In Sections 6.3.F and 6 a
3. Repaifs. Contractor shall repair, or arrange for the repair Left all of its vehicles and equipment
for which repairs are needed be[ of accident, breakdown,any other cause, so as to
maintain all equipment in a safe and operable condition. Contractor shall maintain accurate
records of repair which shall Include the date/mileage, a of repair and the structure of
maiateral supervisor the the repair has been properly performed.
4. Storage. Contractor shall arrange to store all vehicles and other equipment in safe and secure
loralmar ) In accordance with City's applicable zoning regulations.
E. Opo m. Vehldes shall he operated in compliance with the California Vehicle Code. and all
applicable safety and local ordinances Contractor shall not load vehicles In excess of the
manufacturer recommendation or Indications Imposed by State or Ideal weight restrictions for
vehicles and roads_ Contractor shall have
each Collection vehicle weighed at each Approved
Processing Sites or Designated Disposal Site to determine the unloaded weight("pare well
of the vehicle, and the total loaded weight of each load delivered to the Approved PPocessing
Sites and Confirmed proposal Site,
F, Vehicle inspection. City may Inspect vehicles at any time to determine compliance with the
requirements of this Agreement. Contractor shall make vehicles available to the Cry and/or
Fresno County Health Department for Inspection, at any frequency City reasonably requests.
6.4 ROLL -OFF CONTAINER REQUIREMENTS
A. General. All RollOffContainers shall meet applicable Federal, State, Clry and local regulations
for safety.
9. Specifications
1. Prevent Leakage. If the type of materials placed in the Condiner may result In leakage of
liquids, Contractor soul take precautions to prevent the leakage of liquids. In accordance with
Section 17315 of Chapter Of The 14 of the California Code of Regulations, Poll OF Containers
used to Collect garbage and putrescole materials and/or garbage and putrescibles mixed with
rubbish shall be noo-absorbenp water tight, vectonronstanp durable, easily cleanable, and shall
be designed for safe handling and the containment of refuse.
d. Pmvlslm of Sufficient Capacity. In accordance with Season 17315 of Chapter 3 of Title 14 of
the California Code of Regulations, Containers for garbage and rubbish should be of an adequate
size and In coherent numbers to contain without Overhowingr all the refuse that a household Of
other establishment generates with'm the designated removal period.
3. Use ofC talners with less Nan Ten(ID)Cubic yards of Capacity. Roll Off Containers with
capacity; of less than ten (10) cubic yards may Only be used for the purposes of Collectins C&D.
Cry of Fresno Poll -0H Agreement Pai
4/8/11
C Roll CW Container identification. All ContractorprovidedRoll-Off Containers shall prominently
display the Contractors name, local telephone number, a unique Roll O% Container
Identification number, and alist of acceptable materials As appropriate, ROTI -Off Containers
shall be historical for: Solid Waste, Reryclahle Materials, Organic Materials, or C&a. Such labeling
may be temporary labeling in the form of magnetic or detachable signs.
If Contractor fails to comply with the provisions of this Section 6A, the Contractor shall pay the
City Liquidated Damages as described In Section 11.6 and Eahlblt A.
o. Cleaning, Painting. and MaiMenanca. All Roll Off Containers Shall be maintained In safe,
¢able, and functional condition. Contractor Shall steam clean and repaint all Rolloff
Containers at least every two years, or more frequently, to present a clean, graOlRfree
apperamnce.
E. pallufff Container Inspections. City may inspect RollORContainers at any time to determine
compliance with sanitation requirements Contractor shall make Containers available to the City
at any frequency It requests. The City shall have the right to prohibit the use Of any Roll 00
Container thaHads to comply with the provisions If this Section 6A.
F. Abandoned Roll -0l Combiners, Contractor Shall not Abandon any Rolf -Off Container used to
Provide Permitted Materials Collection Se under this Agree If the Contractor
Abandons a ContractorownedRoll-IM Container, City may remove the PollOffContainer and
Process and Oppose of the contents. If the City removes a Il Container Abandoned by
Contractor, the City may charge Contractor for the City costs Incurred removing such Rolloff
Container, Transporting, Processing, and Disposing of its Contents, and/or the cost of storing
such RollOffContainer. Cgntracbm shall reimburse the Ciry For such costs within fourteen 6)
calendar clays of the date of the City'sce to the Contractor for such Costs. If the Contractor
does not pay the Invoice amount within fourteen (14) clays, the City Shall become the Roll Off
Container owner II the Invoice Stated the Co/s Intent to become the Container owner in
lettering of at least 12 point font
For the purposes of thin Section 6 4.fir "Abandon " means the following:
1. Contractors fall m remove a Contractonowneb Roll -Off Container within five (5)
calendar days of receiving a wtltten request from a Customer or the City or within five (5)
calendar days after the termination of the customer rervice agreement between Contractor
and the Gstomen or
z. Contractors failure to removea ContractorownedRollINf Container wimin ten tial
calendar days upon expiration or termination of Agreement. except m the case where
Contractor has been granted an extension of the Term of be Agreement or Contractor has
been granted a subsequent agreement omplamg Contractor to Correct and transport the
type or types of materials for which the Roll -Off Container was used pursuant to this
Agreement.
City of Fresno Roll Off Agreement
Page 21
4/8/11
6.5 PERSONNEL
A. Graideral. Contractor shall furnish such qualified drivers, maintenance, supervlsary, Customer
clerical and ocher per nel a rvce
may be necessary to provide the decades required by
this Agreement In a safe and efficient manner.
6. Driver Qualifications. All drivers shall be trained and sell in the Operation of Collechon
vehicles, and must have In effect valid license, of the appropriate class, issued by the California
Department of Motor Vehicles. Contractor shall use the Class B Cantor is Department of Motor
Vehicles employer"Pull Notice Program' to monitor its drivers for safely.
C. Safety Training. Contractor shall provide suitable operational and safety training for all of rts
employees who operate Collection valediction equipment or who are otherwise dreary involved
in such Collection, OBposal, or Processing. Contractor shall train Its employees involved in
Collection to Identhy, and not to collect, Hazardous Waste or purchases Waste. Upon the City's
request, Contractor shall provide a copy Of l[s safety policy and safety training program, the
name of its safety officer, and the frequency of be tri incips.
D. Employee Conduct and Courtery. Contractor shall use IA best efforts to ensure that all
comprises present a neat appearance and conduct themselves Inourteous manner.
Contractor shall regularly train its employee m Customer courtesy, shall Wahibi the use of loud
or profane language, and shall instruct Collection employees to perform the work as quietly as
possible If any employee is found not to be courteous or not to be performing services in the
manner required by this Agreement, Contractor shall take all appropriate correcti emeasures
and shall pay the City Liquidated Damages as described in Section 11.0 and Exhibit A.
E. Employee Identification. WHO performing peal under third Agreement, all of the
Contractors employees performing field service shall bedressed In clean clothes and shall ,or
badges that Include the employee's name and/or employee number, and Contractor's name, as
approved by the City,
6.6 HAZARDOUS WASTE INSPECTION AND HANDLING
A. Response to Haaaral Waste IdaMIflM during Collection. If Contractor determines that
material placed In any Roll -Off Container for C011ecdOn Is a Hazardous Waste that may not
legally be Disposed of at a Unionist Site or handled at the Processing Site, or presents a hazard
to Contractors employees, the Contractor shall refuse to accept such material. The Contractor
shall contact the Customer and request the Customer to arrange proper Disposal. If the
Generator cannot be reached immediately, the Contractor shall, before leaving the Premises,
leave a tag at least two inches by sir Inches 13" r 6"1 in size, which Indicates the reason for
refusing to Collect the material and lists a phone number for obtaining information on proper
disposal of the Hazardous Waste. Under no circumstances shall Contractor's employees
knowingly Collect Hazardous Waste.
If Hazardous Waste is found in a Roll OF Container that could possibly result in imminent danger
to people or Property, the Contractor shall immediately notify the Corry Fire Department using
the 911 emergency number.
City of Fresno Roll Off Agreement Page p
Ani
The Contractor shall notify the Clry of any Hazardous Waste identified In Falloff Containers or
Teff at any Premises within 34 hours of ldentHlcatien of such material.
B. Response to Hazardous goal ldentif at Disposal Site or Processing Ste, The Contractor,
r its Approved Processor, or Disposal Site operator shall provide load checkers and equipment
operators at the Processing or Disposal Sitels) to identity Hazardous Wastes for storage In
approved, omslty, hazardous mrterials storage components). Contractor shall make handmade
efforts to ideratify and notify the customer. Contractor shall arrange for removal of the
Hazardous Wastes by permitted haulers in accordance with Applicable Laws and regulatory
requirements,
If the Hazardous Wastes delivered to a Disposal Site or Processing Site by Contractor before its
presence Is detected, and the Generator cannot be Identified or fails. to removethe m dal
after being requested to do $o, the Contractor shall arrange for hsal
e Proper thadoat The
Comattoc may make a good faith effortto recover the cost of Disposal from the Generator,and
the cost oftMseffnt. aswell asthe cost of Disposal shall be chargeable to the Generator.
C. Regulations and gemN says & Contractor shall comply with emergency notlfica lost
Proceduresrequired by Applicable Laws and regulatory requirements All records required by
regulatioshall be maintained at the Contractors facility Thee records shall include: waste
manifests, waste Inventories, waste characterization remrtls, inspection records, Incident
reports, end training records
-
69 NON-DISCRIMINATION
Contractor shall not discriminate In the provision of serve or the employment Of Persons engaged In
performance of this Agreement On account of race, color, natural origin, ancestry, religion, gentler,
marital status, sexual orientation, age, physical or mental disability In violation of any Applicable law.
6.0 COMMUNICATION AND COOPERATION WITH CITY
A. Copermunicathims. If requested. the Contractor shall meet with the Ciry Oris agent to classes
serince Issues
B. Inspect by CITY. The City, or is designated repres native; shall have the right to observe
and review Contractor operations, Processing Shea and Disposal Sites used by Contractor, and
enter Contractors Premises for the puryores of such observation and review during reasonable
hours without advance notice.
C COOPeme wbh CRy-IMdatad 6 dk , Contractor shall cooperate with and assist the Oryar its
agent with the performance of City InNated studies of Permitted Materials sorb as, but not
limited to, waste characterization and composition studies,
City of Fresno Fail Off Agreement
418/11Pag¢33
ARTICLE 7
RECORD KEEPING AND REPORTING
7.1 GENERAL
7.1.1 Maintenance of Records
Contractor agrees to conduct data c0lec000 information and record keeping, and returning activities
needed to Comply with and to meet the reporting and Permitted Materials programm nagement needs
Of City, the Ad and other Applicable W ws, and the requirements of this Agreement
This Article is intended t0 highlight the general n of records and reports to be maintained by
Contractor, and their minimum content. ThisAniie IS not meant to mmprehenevely, define what the
records and repw6 are to be and their content. With the written direction by or approval of City, the.
cards and reports to be maintained and provided by Contractor In accordance with this and other
Articles of the Agreement shall be adjusted in number, form rting
or frequency Records and repo
may be rens Ad to reflect current record keeping and reporting acquirements.
To the extent such requirements are set out in this and other ArtMes of this Agreement, they shall hot
be considered gmlting or necessarily complete.
7.1.1 Retention of Records
Unless Omervse required In this Article, Contractor shall retain all records and data required to be
maintained by this Agreement far the Term of this Agreement plus five (5) yeas after Its a%piration or
earlier termination. Records and data shall be in chronological order and readily and easily interpreted.
7.1.3 Inspection of Records
The City, its auditors and other agents, shall have the right during regular business hours, to inspect
specific documents Or records required by this Agreement any other similar records oneports Of the
Control that the Clry shall deem, at IR sole discretion, necessary to evaluate the Contractor's
Performance provided for In this Agreement The Cris may make codes of any documents it deems
relevant to this Agreement The City shall provide Contractor written notice at lead three (3) Business
Days prior to any Inspection of these records, and Contractor shall retrieve and make available to the
City the requested documents and records at that time.
The City reserves the right to inspect records for the purposes of auditing the Christ o(z reports,
reported Diversion level, and fee Payments to the Co. If an audit concluded by the City, or its
representatives, fntli:(1) that the Contractor has made any intentional misrepresentation with respect
to the fees dues to the Ciry (e g., Franchise Fees or older fees due to the City) man amount greater than
$1,400 or IbM of the fees due to the City during the period covered by the tach, whichever Is greater,
or (it) that he Diversion level is 5% different than the Diversion level reported by the Contractor, teen in
addition to any other remedies available t0 the City, Contractor shall reimburse the City for the City's
costs incurred In the Performance of the audit Such reimbursement shall be paid by Contractor, along
with any underpaid lees and Liquidated Damages required by Section 11.4 and Exhibit A, within thirty
130( Calendar days of the date the Clry notiFles the Contractor Of the amount due.
City of Fresno ROIJ.M Agreement
Page 24
4/8/11
7.1.4 Record Security
Contractor shall maintain adequate record security to preserve records from events that can be
reasonably anticipated such as bre, theft, and earthquake, Electronically maintained data and records
shall be protected and backedup
7.2 RECORDS
]3:1 Rnancial and Operational Records
Contractor shall maintain accurate and complete accounting records containing the underlying financial
and operating data relating to and showing the Ross for computation of all revenues associated with
providing Permitted Materials Collection, Transportation, Processing, Recycling, Composting, and
Disposal services. The mourning records shall be prepared In accordance with Generally Accepted
Accounting Principles IGAAPl consistently applletl.
Ata minimum, the following operational records shall be maintained by Contractor lentil relatingto;
A. Customer account information and billing records,
6. Tonnage of material Collected by type deg., Sol Waste, Recyclable Material, Organic Material,
orC&Dl listed by Processing Site or Disposal See where such materials were delivered. Where
Possible, information is to be separated by Residential and Commercial Customers.
C. Tonnage of Recyclable Materials, Organic Material, and C&D Diverted from Disposal by
Contractor and supporting documentation.
D. Diversion level, which shall equal Tonnage Diverted by Contractor divided by the Tonnage
Collected by Contractor multiplied by 100, listed separately by month for the previous quarter.
Tonnage Diverted shall reflect Permitted Materials Processed less residue Disposed
E. Residue levels of Processed or Composted materials.
F, Weight tickets from ('if Designated Disposal Site documenting the Tonnage of $olid Waste
Collected within the City and dellverad to the designated Dossier Site, Iii) Processing Ahs
documenting the Tonnage of Permitted Materials Collected within the Cry and delivered to the
Approved Processing Sites; and, (li) Approved Disposal Sites documenting the Tonnage of
resitlue delivered is Approved Disposal Sites by vehicle, date, and time.
G. End use and markets for recovered materials.
Contraccorshall make recortls. available to the Coveted request.
7.2.2 Cusomtt Records
Con rshallm rate and Complete records containing the number. and types of accounts
rved by the Contactorac The records shall contain, at a minimum, the Customers name, type of
business, phone number, address of Roll Off Contalner delivery and Collection location, date of delivery
and Collectior,ltemized listing of services performed, Woe of Permitted Material Collected, Tonnage
City of Fresno Rail OR Agreement Page 8
6/8/11
Collected, and the amount charged to provide Services. The Information shall be provided to the city
upon request.
7.2.3 CERCLA Defense Rttords
City views its ability to defend huff against Comprehensive Environmental Response, Com pensation and
Liability Act ICERCIAI. and related litigation as a matter of great Importance. For this reason, the City
regards Its ability, to prove where Permitted Materials Collected by the Contractor are taken for
Processing, Recycling, Composting, Transfer, or Disposal, as well as where they are not taken, to tie
matters of concern. Contractor shall maintain, retain and pre records which can establish where
Permitted Materials Collected were Processed, Composted preserve
Disposed (and therefore establish
where they w not). This proshall i l
the expiration earlier termination of this
Agreement Contractor shall maintain these records for a minimum oft n(10)years beyond expiration
or earlier termination of the Agreement. Contractor shall provide these retards to City(upon request or
at the end of the record retention period)in an organized and indexed manner rather than damming or
disposing of them.
7.3 GENERAL REPORTING REQUIREMENTS
The format of each report shall be approved by Cry. Contractor may propose report formats that are
responsive to the Objectives Contractor agrees l0 mail a copy of all reports and Submit all reports on
computer disc, by a -mall, or by modem in a format compatible with Chris software and computers at
o additional charge. Contractor will provide a certification statement under penalty or perjury, by the
responsible Contractor official, that the report being submitted i5 true and correct to the best
kno ledge of such official after their reasonable inquiry.
Contractor shall submit monthly reports within fifteen 115) calendar days of the and of each month. If
Contractor does not submit the monthly reports by Me dater required In 0I5 Article, Contractor shall
pay the City Liquidated Damages as described In Section 11.4 and Exhlblt A.
Contractor shall submit (via mall and a -mail) all reportsto:
Solid Waste Division Manager
Cry of F.es no
1335 EI Dorado Street
Fresno, Co, 93706
7.4 MONTHLY REPORT
The monthly report shall present the following information.
'A. Total Tonnage, Total Permitted Materials Tonnage Collected by Contractor within the CM
during the previous Quartet listed separately by material type and by month.
A. Diverted Tonnage. Permitted Materlak Tonnage Collected by Contractor within the Or that
was Diverted during the warvicurismap er, listed separately by material type and by month.
City of Fresno ROTI -Off Agreement page 36
4/3/11
C. Disposed Tannage. Permitted Materials Tannage Collected by Contrattor within the City that
was Disposed during the previous quarter, listed separately by month.
D. Diversion level. Tonnage Diverted by Contractor divided by the Tonnage Collected by
Contractor multiplied by 100, listed separately by month for the previous quarter Tonnage
Diverted shall reflect Permitted Materials Processed less residue Disposed.
E. MO. Tannage generated from construction and demolition permitted sites, noting the permit
umber, the site address, the Tannage hauled, the date hauled, and the facilities to which the
material was hauled.
F. Disposal and Processing locations, Contractor shall provide allst of the names and addresses
of where Permitted Materials Collected within the City during the previous quarter was Diverted
and Disposed Such list shall include the amount of Permitted Materials Tonnage Diverted
and/or Disposed at each location during the previous quarter, listed separately by material type
and by month.
C Revenues. Gross revenues (e.g cash receipts) earned on all Rolloff Container Collection,
Transportation, Processing, Recycling. Composting, and/or Disposal services provided to
Customers within the City during the previous quarter, listed separately by month.
H. Insurance. Updated insurance certl4erteo
I, Account Information. In table format, the number of Customers within the Qty limits served
and number of Rall Off Containers serviced per month listed by Roll Off Container type (Drop
Box or Compactor), Roll Off Container size, and listed separately by Permitted Mica l Type,
and regularly schedule service and unscheduled Ion call) service.
I Contractor Officers and 9wM Members Provide a list of Contractor's oKrers and members of
its board of directors (only required with the December monthly report each year, or in the
event of change in the officers or board members).
The City reserves the right to request additional reports from Contractor, and upon City's request,
Contractor shall provide Information required above for the time period requested by the City. It is the
desire of the Ciry to track the above required Information on an ongoing basis throughout the term of
this Agreement
7.5 AS 939 COUNTY SURCHARGE REPORTING
Contractor acknowledges that City is a party to that certain AB 939 Memorandum of Understanding with
the County of Fresno and various other jurisdictions dated January 6, 2008 (the 'AS 939 MOV"), and
further acknowledges having reserved and reviewed a body of AB 939 MOLL The Parties agree that
Contra ROr is a'Jurledction's Hainer', as that term is used In Part IV, Season H of the AT 939 MOD.
Contractor shall comply with all requirements of Part IV, Section H of the AB 939 MOB that ale
applicableto a luribdichi n's Hauler, Including but not limited to submittal of eports and payment of the
AS 939 Surcharge as that term is defined In the All 939 MOU).
City of Fresno ROTIOff Agreement Page 3]
q/g/I1
ARTICLE 8
FRANCHISE FEES AND OTHER FEES
0.1 GENERAL
Contactor shall collect the fees described In this Section from Customers through Contractors regular
bigings andremit collected amounts to City on a montlnly basis as described In Section R.S.
8.2 FRANCHISE FEE
In consideration of the exclusive rights provided Contractor herein, Contractor shall pay Franchise Fees
t0 the City each month equal to 10% of actual gross Rate revenues le.h rah receipts) amltted to
Contractor by Customers for services provided by Contractor under this Agreement.
8.3 OTHER FEES
The City may set 'other' additional fees, as it deems necessary. The amount, time, and method Of
payment and adjustment process will be set In a manner similar t0 that for other fees described In this
Article.
8.4 ADJUSTMENT TO FEES
City may adjust the fees established In this Article annually at any time during the Term of this
Agreement.
8.5 PAYMENT SCHEDULE AND LATE FEES
On or drops the zah day of each month during the Term of this Agreement, Contractor shall amt to
City Franchise Fees and Other fees as described in this Arnold if such remittance is not prem to the Crty
on or before the Alm day of any month, Contractor shall pay. In addition to the amount owed to Cody,
2% of the amount owing for that month; plus an additional 2% owing on any unpaid balance for each
following mlrty (30) calendar clay period the fee remains unpaid
Each monthly remittance to C'rry shall be accompanied by a statement Itemizing each fee paid; detailing
calculation of all fees; staring actual gross revenues (e.g. cash receipts) for the monNly period collected
from all operations conducted or permitted by this Agreement, and stating the number and size of
Containers serviced by Contractor for the monthly period. Each remittance including all supporting
documentation shall be provitletl to:
Arm Goy Controller, Finance Department
City Of Fresno
26M Fresno street
Fresno, C4 93R1d624
City Of Fresno Roll OR Agreement page 29
4/8/11
8.6 OVERPAYMENT OF FEES
If Contractor believes H has paid Franchise Fees or other fees as described In this Article, in excess of the
fees due to the City, Contractor may submit a request for refund to the Director If proof of
overpayment Is satisfactory to the Director, the Director shall authorize the Cry to refund the
overpayment to the Contractor. Contractor shall not apply any overpayment as a itself against any
Franchlse Fee at other amounts payable to the City, unless specifically authorized to do so by the
Churches In ending
8.7 NON -CITY FEES; AS 919 COUNTY SURCHARGE
Pursuant to 5ec ion 7.5, Contractor shall pay the County of Fresno an AD 939 surcharge as applicable In
accordance with the AS 939 MOU.
ARTICLE 9
CONTRACTOR'S COMPENSATION AND RATES
9.1 CONTRACTOR'S COMPENSATION
Contractor's Compensation for performance of all its obligations under Nis Agreement shall be: (p
actual Rate revenues paid to Contractor (e.g. cash receipts) by Customers that obtained contractors
Collection services less fees dues to me City In accordance with Arlide 8, and (II) revenues promised by
the tale of colettPd materials Chested from Disposal.
Contractor's compensation provided for in this Article shall be the full, entire, and complete
compensation due to contractor pursuant to this Agreement for an labor, equipment, materials and
supplies, Pm sing Composting, andDisposal fees, regulatory fees, Cty feet. taxes. insurance, bonds,
rverbead, operatorprofit and all other things necessary to perform all the servlces in the manner
required by this Agreement.
If contractors casts are more than Contractors compensation, Contactor Chau not be compensated for
the dirfere costs and revenues. If Contractors costs are less than Contactorn
s compensation,
Contactor shall reain the difference.
The City reserves the right to establish madmurn Rates for Permitted Materials Collection services
provided under this Agreement in the event that. (a) there are three or fewer compares holding ma
xclusive franchise agreements for Collection of Provided Materials, or (b) the Rates charged by the
companies holding non exclusive franchise agreements for Collection of Permitted Materials are no
longer comparable to those of other Jurisdictions, as reasonably determined by city. If the City chooses
to exercise its right to set maximum Rates, Cry shall nottly, Contractor at least IN calendar days prmr to
the date that maximum Rates become creative. In such case. City will set maximum Rates with
City of Fresno Roll-Cff Agreement page Do
4/8/11
confirmation s
nn of reasonable and n rely cost for Cmlention, Prnssmg
recomposting, and Disposal
antl with the intention of setting m m Rates that will enable parties, including the Contractor, that
have executed Non ox1moves Franchise Agreements with the City for Poll Off Container Collection
Servil the rally to recover reasonable and necessary cost and a reasonable profit.
9.9 CONTRACTOR'S RATES
Contractor shall set the Rates it charges its Customers for Roll Off Collection services. The Contractors
Rates Shall not exreed City establlshed maximum Races, it the City exercises its rights under Sectlon 9.3.
ARTICLE 10
INDEMNITY AND INSURANCE
10.1 INDEMNIFICATION
Contractor shall indemnify, defend with counsel acceptable to the Clry, protect and hold harmless the
City and each of its officers officials, employees, volunteers, and Agents (collectively indemnitees) from
and against all claims, damages (including but not limited to special, consequential, natural re
and punitive damages), money, costs, iicluding without limit any antl all response, reprimands sources
' and
u t), losses, demands, debts, liens, Imb111Gaaction, s, causes Of an, sults, legal or administrative
Proceedings, interesq fine ,charges, penalties. and expenses (including without limit attorneys' expert
witness fees and costs incurred In connection with defending against any of the foregoing Or
enforcing ffis Indemnity)(mllectivela Damage¢") of any kind whatsoever paid, incurred or suffered
by, or rted against, Indemnitees raising from or attributable to the acts or omissions of Contractor
whether or not negligent or othenvke culpable, in connection with or ounce to the performance of this
Agreement, except such loss or damage which was caused by the sole negligence or willful Misconduct
Orme city
Contractor's duty to defend and Indemnify herein shall Include Damages arising from or attributable to
any operations, repairs, clean-up or Coordination, or other pin, (regardless of whether undertaken due
to governmental action) concerning any Hazardous Waste Collected In the City. Contractor shall be
required to Indemnify the City for the coils for any claims arising from the Processing, Composting, O
Disposal of Permitted Materials.including, but not llmrtM to. Claims arlsing under the Comprehensive
Ferretti Response, Compensation and Liability Act CERCI -i). The foregoing Is intended W
operate as an agreement to defend and Indemnify and M1oltl harmless Indemnities to the full extent
permitted for liability pursuant to Section 107(e) of CERCI 42 V SG Section 96ot(e)and Californa
Health and Salary Code Section 35366.
In addition, Contractors out to defend and indemnify herein Ineuda all dens and/or penalties
Imputed by the California Department of Resources Recycling and Recovery, Sooner to the restrictions
set forth in Public Resources Code Section 4W59.1, if the requirement of the Act are not met by the
Contractor with tassel to the Permitted Materials Coleman under this Agreement, and such failure is
due to Contractor delays in providing information that prevent Contractor or City from submitting
reports required by Ne Act In a timely manner.
CIry of Fresno ROTI-0ff Agreement Page 30
4/8/11
This provision will survive the expiration or earlier termination of this Agreement and shall not be
construed as a waiver of rights by City to contribution or indemnity from third parties.
10.2 INSIIFANCE
10.2.1 Minimum Scope of Insurance
Coverage shall be at [east as broad as:
A. Insurance Services Office Commercial General Liability coverage.
1- Personal Injury
2. Contractual liability
B. Insurance Services Office covering Automobile Liability, code I "any auto'.
A. Workers Compensation insurance as required by the Labor Code of the State of California and
Employers Liability insurance.
B. Such other Insurance coveragecand limes as may be required by the Cly.
10.23 Minimum Carries & Insurance
Contractor shall maintain limits no less than:
A. General Liability. $1,000,000 each Occurrence for poetry injury and property damage,
SI,aW,WO bar personal and advertising Injury; S20o0,000 products and completed operations
aggregate, and SUCKLOW general aggregate. If Commercial General Lability,msurance or other
farm with a general aggregate liability is used. either the general aggregate limit shall apply
separately to this projett/location or the general aggregate limit shall be tike the real
occurrence limit.
B. Amomoten Gmairty.$1,000,000per acnderm for bodily Injury and property damage.
C. Workers Compensation: Worker; compensation Imats as required by the Labor Card of the
State of California.
On Employees C ilhy: $1,000,000 each accident for bodily injury,
$1.0CVpW disease each employee.
51,000,000 disease angry nmu.
E Pollution Legal Liability'. 51,000,000 per claim/occurrenca and 52,0313,000 aggregate for bodily
Injury, property damage, and remediation of contammated site.
10.2.3 0edurtlbles and Self -Insured Retentions
Any deduchiples or self insured perhaps must be deduced to and apprl by the City. At the option
of the City, either the insurer shall reduce or eliminate such dMur ibies or self-insured retentions as
residents the City, Its officials and employees, or the Contractor shall procure a bond guaranteeing
Payment of losses and related Investigations, claim administration and defense expemes.
City of Fresno RollOffAgreement Page 31
A/g/11
10.2.4 Other Insurance Provisions
The Patches are to contain. or be endorsed to coram, the fallowing provisions,
A- General Liability and Automobile histiry Coverages
1, The City, Its omcers officials, employee agents and volunteers are to be covered a
additional insureds as respects: liability arising out of artbiues performed by or on behalf
Of the Contractor; products and completed operations of the Contracmr, premirez owned,
leased or used by the Contractor; or outonne ilex owned, leased, bind or borrowed by the
Contractor. The coverage shall contain no special limitations on the scope of protection
charged m the City, its officials, employees, or volunteers. The automobile liability Is
endorsed to contain MCAgocoverage.
2, The Contractors Insurance coverage shall be primary Insurance as rescects the Gray Its
Officials, employees,and volunteers. Any in self Insurance maintained by the
City, Its Officials, employees, or volunteers shall be excess of the Contractor's Insurance and
shall not contribute with it.
3. Any failure to comply with reporting provisions of the polines shall not affect coverage
P.ovhied to the City, its Officials, employees, Or volunteers.
a. Coverage shall state that the ContlattOr4 insurance shall apply separately to each Insured
against whom claim Is made or sort k brought, except with respect to the limits of the
Insurer s Batity.
B. Workers Compensation and Employers Liability Coverage. The insurer shall agree to waive all
rights of subrogation against the City, Its of0cers, employees, and volunteers for losses arising
from work performed by the Contractor for City.
C. All Coverages. Each insurance policy required by this clause shall be endorsed to state that
coverage shall not be suspended, voided. Canceled by either parry, reduced in coverage or in
limits except after 30 calendar days' prior written notice by certified mall, return receipt
requested; has been given to the City.
10.2.5 Accepbbllity of growers
The insurance policies required by this Section shall be issued by an insurance company or companies
auhmmed to do business in the State of California and with a rating In the must recent edition of Best's
Insurance Reports of she Ote mry vll or larger and a raring classi0canon of A Or better.
10.2.6 verification Of coverage
Contractor shall furnish Contractor's Insurance agent a COPY of these specifications, and direct the agent
to provide the City with certificates of Insurance and with original endorsements affecting coverage
required by this clauseissuance of documentation Indicates the Contractor's insurance complies with
these provisions. The certificates and endorsements for each insurance policy are to be signed by a
Person authorised by that insurer to bind coverage on its behalf. The certificates and endorsements are
to tat received and approved by the City before work commences. The City may require complete,
certrtled copies of all required insurance POIldes, at any time.
City of Fresno Boll off Agreement Page 32
418111
10A7 Required Cndolsem¢ U
A- The WorkersCompensation policy shall contain an entertainment in substantially the following
form
"Thirty calendar days' prlor written notice shall be given to the City of Fresno in Ne event of
cancellation, reduction In coverage, or non -renewal of this policy."
Director of Public Utilltles
City of Fresno
26W Fresno Street
Fresno, CF 932213620
R, The Commercial General Uabillty, business and Automobile Llabillly, and Pollutiop Legal Liability
policies shall contain endorsements in sobstanlially the following form:
1. 'Thirty calendar call prior written notice shall be given to the Link of Fresno In the event
of cancellation, reduction in coverage, or man renewal of this pplky.^
Dri of Public Utilities
Clty of Fresno
2600 Fresno Street
Fresno, CA 93221-3620
2. 'The City of Fresno, its officers, employees, and agents are additional Insureds on this
Pi
3. This policy shall be considered primary in respects any other valid and
collectible insurance maintained by the City of Fresno, including any self-insured retention
or program of selfinsurance, and any other such Insurance shall be considered excess
insurance only"
4. 'Inclusion of the City of Fresno as on Insured shall not affect the Cry's rights as respects any
claim, demand, suit or judgment brought or recovered against the Contractor. This pollq
shall protect Contractor and the Cry in the same manner as though a separate policy had
been suord to each, but this shall not operate to Increase the Contractor's liability as set
forth in the policy beyond the amount shown or to which the Contractor would have been
liable if only one pans had been named as an bsurea.•
LEI Delivery a Proof a Coverage
Simultaneously with the execution of this Agreement, Contractor shall furnish the City certificates of
each policy of Insurance recurred hereunder, In for and substance satlsfattory to Ciry. ch
Su
certificates shall show the type and amount of coverage, effective dates and dates of expiration of
cracker and shall have all required entlorsements. If the City requests, copies of each policy, together
with all endorsements, shall also be promptly delivered in Clry.
Renewal certificates will be fdrnumed annually to City to demonstrate maintenance of the required
veragen throughout the TemL
City of Fresno Roll INf Agreement Page 33
418111
10.2.9 Other Insurance Requirements
A. If any services are delegated to a Subcontractor, the Contractor stall require such Subcontractor
to provide statutory Workers Cumpenual n Insurance and employer's liability insurance fair all
of the subcontractor's employees engaged In the work In accordance with Sections 10.2 2.0 and
1021.13 and 10.2 4.g. The liability insurance required by Section 10.2.2.A shall cover all
Subcontractors or the Subcontractor mum furnish evidence of insurance provided by it meeting
all of the requirements of this Section 10.2.
R, If at any time during the II@ of the Agreement or any extension, Contractor or any of its
subcontractors fail to maintain any required Insurance in full force and effect. Contractor shall
pre In breach of the Agreement until notice Is received by City that Ne NO Lord insurance has
been restored to full force and effect and that the premiums therefore have been paid fora
period satisfactory to City. Any failure to maintain the required Insurance shall be sufficient
cause for City to terminate this Agreement. No action taken by Cry pursuant to this Section
shall n any way reneve Contactor of Its respcnamdires under this Agreement
C, The Contractor shall comply with all requirements of the Insurers issuing policies. The carrying
of inu nce shall not relieve Contractor from any obligation under this Agreement if any claim
ceding the amount of any deductibles or self insured reserves is made by any third peri
on
against the contractor or any Subcontractor because of any Occurrence heated to tbs
Agreemeng the Contractor shall promptly report the facts In writing to the insurance carrier and
to the City.
D. The Commercial General L ab111ry, Automobile liability, and pollu0on Legal Llablliry insurance
po@les shall be written on an "occurrence,' rather than a"claims made" basis. If contractor is
unable to purchase Capuron Legal llabllity insurance an an occurrence farm and must purchase
such insurance on a claims-made farm:
1. The "Retro pate' must be sM1own, and most he before the effective date of the Agreement
or the commencementof work by Contractor.
2. The policy shall be endorsed to provide not less than a 5 year discovery period. This
requirement shall survive expiration or termination of the Agreement.
3. If coverage is canceled or non-renewed, and not replaced with another claims-made pollry
farm sunt a "Retro Date" prior to the effedve date of the Agreement, Contractor must
Purchase extended reporting"coverage for a minimum of 5 years fallowing the lega lan
orterminatlon of the Agreement.
4. A copy of the dales reporting requirements must be submitted to CMfor review.
5. These requirements shall survive explaspon or termination of this Agreement.
Clry of room Ralf Off Agreement Rage 34
Tri
ARTICLE 11
DEFAULT AND REMEDIES
11.1 EVENTS DF DEFAULT
Each of the following shall constitute an event ofdefeull Event of Defeat'jhereorder.
A. Contractor fails to perform Its obligatiunder this Agreement, or future amendment t0 this
Agreement, including, hot not limited otoContractors fajta a to pay Franchise Fees and other
City fees In accordance with Article 8 of this Agreement, and the breach continues for more than
10 Business Days after written notice from Ne City for the correction thereof;
B. Contractor's failure to Divert 50% of the C&0, ]G% of the Recyclable Materials, and 909% of
Organic Materials Collected in the Clry as required by Section 5 3 of this Agreement after
Contractor is given an opportunity, to remedy the nonperformance as described in Section 11.5;
C. Any representation, warrants or disclosure made to City by Contractor In connection with Or as
an inducement to entering into this Agreement or any future amendment to this Agreement,
which proves to be false or molesting in any material respect of the time such
representation or disclosure Is made, whether or not any such representation, warranty, or
disclosure appears as part of this Agreement,
D. Ther attachment loner than a pre judgment achmentj o1 or levy affetting
possession,the oerating equipment of Contractor, including without limit its vehicles,
maintenance or office facilities, or any on thereof of such proportion as t0 substantially Impair
Contractor's ability to perform under his Agreement and which cannot be released, bonded, or
lateral liked within 08 hours exel log weekends and holidays;
E. Contractor files a voluntary petition for debt elief under any applicable control Insolvency,
debtor relief, or other similar law now or hereafter in effect. or shall consent
to the
appointment of or taking of possessione by a p liquidator, assignee pother than as part
of transfer Of equipment no longer useful toCentral or necessary for this Agreement),
epother than az security for an obligation under deed of Cali custodian, sequestrator
jot similar Official) of the Cental for any part of Contractor's operating assets or any
substantial part of Contractor s property, or shall make any general assignment for the benefit
of Contractors creditors, or shall fail generally to pay Contractor's debts as they become due or
shall take any action In furtherance Of any of the foregoing;
F. A court having jurisdiction shall enter a decree or order for rerefn reaped Of the Contractor, In
any involuntary case brought under any bankruptcy resistance, debtor relief, or simuar law now
Or hereafter in effect, or Contractor shall consent to Or shall fail to oppose any such proceeding,
r any such food shall enter a decree or order appointing ar, liquidator, assignee,
todlan trustee, sequestrator (Or impar official) Of the Contractor 0, for any part of the
Contractors Operating equipment of anile or orders the winding up or malizaPOn of the
affairs Of Contractor',
City Of Fresno Roll -Off Agreement Page 35
6/8/11
11.3 RIGHT TO TERMINATE UPON DEFAULT
Upon a default by Contractor, the Clty, may terminate this Agreement within 10 calendar days of the
default but no later than 180 calendar days after the default Such termination shall be effective 30
calendar days following the City's written notice to Contractor, and such termination shall be effective
wlNouttbe need for any hearing, suit, or legal coon.
11.3 CITY'S REMEDIES CUMULATIVE; SPECIFIC PERFORMANCE
The City's right to terminate the Agreement under Section 113 Is not exclusive, and fire City's
termination Of the Agreement and/or the Imposition of Liquidated Damages shall not compete a
almost of remedies. Instead these rights shall be in addition to any and all other legal and equitable
rights and remedies which the Ory may have.
By virtue of the nature of this Agreement, the urgency of timely, continuous and high quality service, the
pad time required to effect alternative service, and the rights granted by City to the Contractor, the
remedy of damages for a breach hereof by Contractor is Inadequate and City shall be entitled to
injunctive relief.
11.4 LIQUIDATED DAMAGES
Earned. The Parties find that as Of the time of the execution of this Agreement,
impractical, if not impossible, to presumably ascertain fire extent of damages which shall he
Incurred by City as a result OI a breach by Contractor of as Obligations under this Agreement.
The factors relating to the impractinbdivz, of annua ting damages include, but are not limited
to, the fact that i1) substantial damage resuds to members of the public who are denied
serves or denied quarry or reliable service; pq such breaches e anxiety,
tartrated, and deprw dim of the Appears of the Agree ent to individual members of the
general public for whose benefit this Agreement exists, in sub(ettive ways and In varying
degrees of intensity which are Incapable of measurement In precise monetary terms; (111) that
services might be available A substantially lower costs than alternative se eand the
monetary lass resulting from denial Of se r denial of quality or eliablese s I5
Impossible to calculate In precise
monetary terms; and (iv) the termination of this Agreement
for such breaches and other remedies are, at best, am eans of future mam
rren and not
remedies which make the public whole for past breaches.
Service Performance Standards; Liquidated Damages for Fallufe la Meet Standards. The
Panics further acknowledge that consistent, reliable poll -Off collection, Processing, and
Disposal serve Is of utmost importance to CITY and that Cry has considered and rolled on
Contractor's repres no quality of s commitment executing this
Agreement. The Part cognzethat some quantified standards of performance are necessary
and appropriate to ensure consistent and reliable service and performance. The Parties further
recognize Nal if Contractor fails to course the performance standards, or fads to submit
required documents In a timely manner, Cand its residents and businesses will suffer
damages and that it and will hen ry Impractical and extremely ditto[ to ascermin and
determine the exact amount of damages that City will singer. Therefore, without prejudice to
City's right to treat such can performance, as an event of default under this Article, the Panics
City of Fresno 8011 Off Agreement Page 3G
4/8/11
agree that the Liquidated Damagesounts establlshetl In Exhibit of this Agreement and the
following Liquidated Damage amounts represent a reasonable Airnme of the amount of such
damages considering all of the re
circumstances existing on the Effective Date of this Agreement,
[lading the relationship of the sums to the range of harm to City that reasonably could be
anticipated and the anticipation that proof of actual damages would be costly or impractical.
Contactor agrees to pay has Liquidated Damages and not as a penalryj the amounts set torts In
the Schedule of Liquidated Damages, Exhibit A.
City may determine the occurrence of events giving nice to Liquidated Damages through the
observation of its Own employees
o representative or eve4igatlon of complaints by
Customers, o[[upants, and Generators.
Liquidated Damages will only be assessed after ontactor has been given the opportunity hot
failed to rectify the damages as described in this Agreement. Before assessing Liquidated
Damages, Clry shall give Contractor nota of Its intention tto do so. The notice will include a
brief description of the inomeni and/or non performance, The Cry may review (and mage
copies atIts own expense) all Information in the possession of Contactor relating to madeni
and nonperformance City may, within 10 calendar days after issuing the notice, request a
eetng whh Contractor Dry may present evidence of non performance in writing and through
testimony of its employees and others relevant to the mcideogsl and non performance City
will Provide Contractor with a written prostration of its determination of each Ineidentjs) and
n-performana prior to authorizing the assessment Of tiquidated Damages under lila section
11.4. The decision of City shau be final and City shall not be subject to, or required to exhaust,
any further administrative remedies.
C. Amount. Cory may assays Liters ted Damages for each calendar day or event as appropriate,
that Contractor is determined to be liable Inaccordance with this Agreement In the amounts
specified in Exoblt A subject to annual adjustment described below.
The amount of Liquidated Damages specified In Exhibit A shall be adjusted annually on the
LiqurBaof the Effective Date The adjustment shall he rounded to the n cent,
y idatetl Damageamounts shall he adjusted to reflect changes in the ConsumerPrialndex-
AII Urban Consumers JCP[ -U) compiled and published by the U5. Department of Labor, bureau
of tabor Statistics or hs successor agency,using the following Bureau of Labor 5misti[s'
parameters.
Not Seasonally Adjusted
Area - Los Angelereverslde'Orange County, CA
Item -All Items
Base Period -1983-84=100
The formula for annual adjustment is as follows:
Adjusted Liiquldatad Damage Then summer Liquidated Damage Amount x
Amount - most Cal CM D/Previous 12monthCPI -U
City of Fresno Roll -OH Agreement Page 37
4/8/11
For
Current Liquidated Damage Amount =$1di
Most recently published index panuary 2➢101=234.610
Index published 12 months prior to most ecently published Index
(January 2009)=220]19
Adjusted Liquidated Damage Amount= 5150.00 x (226610/220]39( =$15.64
If the CPI J is discontinued or evlsed during the Term by the United States Department of
Labor,such other government index or computation with which it is replaced shall be used In
order to obtam substantially the same result as would be obtained 0 the Cpl had not been
discontinued or revised
D. Timing 0 Payment. Contractor shall pay any Liquidated Damages a sed by City within 10
calendar days of the date the Liquidated Damages are assessed If they are not paid within the
10 day forms, City may order the terming loo of the rights or "franchise" granted by this
Agreement.
11,5 DIVERSION NON-PERFORMANCE
If the Contractor's Diversion level Is less than 50% for C80, less than 70% for Recyclable Materri
and/or less than Sl fur Organo Materials Collector! In the City for a monthly reporting. period, the
fallowing steps shall be followed by the City and Contractor.
A. Warning. The City shall issue a written warning to the Contractor within 30 calendar days of
receipt of the Contractor's monthly report documenting the Diversion level for the monthly
reporting period. The warning notice shall specify the amount of time (re. period "correction perI
the City grants the Contractor to Improve its performance and meet the Diversion requirements
defined in Section 5.3,
B. OpportunityW Improve Performance. The Contractor shall modify its Collection, Processing,
Diversion, and public educ and outreach programs (subject to the City's approval) to
Improve the Diversion level At the and of the correction period, Contractor shall submit a
am en report to the City identifying the Diversion level and providing the supporting
documentation. If the City determines that the Diversion level equals or exceeds Diversion
requirements defined in Section 5.3, me Contractor shall continue to perform services in such a
manner as to m Improve the Diversion level and the. Cry shall w as rights W
proceed with steps outlined in subsections C. and D of this Section 11.5 drying the remainder of
then -current reporting period
-
C Liquidated Damages. If the Contractor fail to Improve the Diver4on level so that It equal to
or greater than Diversion requirements defined In Section 5 3 by the end of the commission
period granted In subsection A of this Section, the City may levy, and Contractor shall. pay,
Liquidated Damages oriented in Section 11.4.
D. Termination of the Agreement. If Contractor's falls to achieve a Diversion level that equals or
exceeds Diversion requirements defined In Section 53 within six months of the date the City
levied Liquidated Damages, the failure to. meet the Diversion requirements defined In Section
CII of Fresno Roll Oft Agreement Page 38'
4/8111
5 shall be considered an event of default and the Clry may terminate the Agreement in
accordance with Section 112.
11.6 CONDITIONS UPON TERMINATION
In the event this Agreement is terminated under the Provisions of this Arnold, the following conditions
shall be effective:
A. Prisi Roll -OX Collection Services. Contractor shall have no right or authority to engage In
Roll Off Collection services in the City fora Period of five years from the date Of termination.
After rive years, should the Contractor provide proof hat the event causing the Contractor to
default under this Agreement has been corrected, the Contractor may reapply for a non
exclusive Roll Off Collection service franchise, and the City, at the sole and complete discretion
Of the City, may reinstate the Contractor based On review of Its reapplication.
8, continuing pabXitfes. Contractor shall remain liable to the City for:
1. Fees due an accordance with Ail8that would commands be payable by the Contractor.
2. Liquidated Damages assessed Pursuant to Section 114,
1 Reports rejuired by Article 7 for Roll Off C011eRion achoms performed by Contractor up to
.and including the date of termination.
4. Indemnity obligations under section 30 1.
s. Record ger ing and retention oblations under sections 21and 2.2.
C. Rekue Customers and Generators from 06118a8nns. Contractor than allow Permitted
Materials Generators served by Contractor to arrange for Permitted Materials Call
erwi with a hauler authorized to perform such sewices, without Penalty or liability for breach
of any contract between Contractor and its customers or Generator.
O. Remove Roll -0N Containers. Contractor shall remove
all of Contractors Rall -0H Con
tainers
from all of Contractor's Collection locations and shall propearly Recycle, Process, Compact or
Oispore of permht N Materials in such Roll Off Containers
ARTICLE 12
OTHER AGREEMENTS OF THE PARTIES
11.1 RELATIONSHIP OF PARTIES
The Prices intend that Contractor shall perform the services required by this Agreement a
independent Contractor engaged by City and Dot as an officer nor employee of the DID, nor as a partner
of, or joint venturer with, the City. No employee or agent of Contractor shall be, or shall be deemed to
City of resno Roll Agreement Page 39
4/g/11
be, an employee oragentof the City. Except as expressly provided herein, Contractor shall have control
over the motion and means of conducting the Roll off Container collection, Transportation, Processing,
Recycling, Comprising, and Disposal s s performed under this Agreement, and all Persons
performing such s Contractor shall be solely responsible far the acts and omissions of Its
onceemployees, employees. subcontractors, and agents. Neither Contractor nor its officers,
Subcontractors and agents shall obtain any rights to retirement benefits, workercompensation
benefits, or any other benefits which accrue to City employees by virtue of their employment with the
City.
122 PERMITS AND LICENSES
Contractor shall obtain and maintain, at Contractor's sole cost and expense, all permits and licenses
applicable to Contractor's operations under this Agreement which are required by any governmental
agency.
12.3 COMPLIANCE WITH LAW
Contractor shall, at all times, at Its sale Cost, comp"tb all Applicable laws.
12.6 GOVERNING LAW
This Agreement shall he govemed by, and mnectmed and enforced In accordance with, the laws of the
State of California.
12.5 JURISDICTION
Any lawsuits between the Notes arising out of this Agreement shall be brought and concluded in the
counts of Fresno County in the State of California, wM<M1 shall have exclusive jurisdiction over such
Uwsmts.
With respect to venue, the Parties agree that this Agreement Is made in and wRl be performed In Fresno
County.
12.6 BINDING ON SUCCESSORS
The provisions of this Agreement shall inure to the benefit to, and be binding on, The suaessars and
permitted assigns of the rates,
12.7 ASSIGNMENT
Neither Pam shall assign its rights nor deleri. or otherwise transfer Its obligations under this
Agreement to any other Person without the preyowritten consent of the other Pam. Any such
assignment made without the consent of the other Pam shall be void and the attempted assignment
CIN of Fresno Roll Off Agreement Page Q
A/8/11
I C^sahxe a natural imxh of Una gyeement. Unci no ximnepms slaw and a4Nme, he
nodar el by Gyx(nnryepuy In etleux x any, ume dhwU rhe PaxW amntltlervyon.
128 Pa ESININI£pEST
Nghlry In Nb /.yaemem, whether ppea de ImpRq h 8mneea Is under and "hes an any Polon
oNer than the Panne to h and CW reamenwav, mttmma aM parmryeeaaaslym,
no vw y
ethe a endedman to writs'
raof N try pec or Wooden 0 any PromeMe of this yreemem Awl le, he
a Women of Me eine o ury other prwberach or lhbn, A* dehydlt rator
�n nw by a" apyyupm 0 say
mane "kh allowed due hereunder, shall not be Asserted to A a weahnr NCE p em ism-cebrl deo
mnaramhrexhar Ndelbn byehd otMrhMolaMP"mldon olµa,yrdsrtyrnt
12.10 NIMCEPgpCEpUNEy
M sobbedymandr. "Anne TWmM, appmata mmdnp, and what mmmun4albns which As
awaement Added, moral or mmemPlem dA, stall M m wxMe and sham eH¢t he pwmra
ay
delMrtd on a nP"AA rerae o1 end paha a the address yaw m bw u nd! In the hraeed 5¢eee Al
few days wmw premie, atl0.¢,ed w hdial
A Ifth
PuNk Wheumrmmt
C Frear
2"Fame A, qmm sods
Frena, G 9$l$idRa
a het Gnmsw
I�r e
S n I
Po.ax hx,Z
Gre.,.� ca 91y
mewrestle m whlM communications may asdeP/med may be Nene from base ams by Mlee
given In axoNarce sands has sewn.
NIXb shall y ceneA den on icy tlry a a peasantry 4ireiM or, h mxkd, Nree Calendar days risen
the sees it h aepaee a the mall.
Gy of Frmm aolFgf agreement
hNu Areas
13.11 REPRESENTATIVES OF THE PARTIES
References
s In this Agreement to the "Gry° shall mean the City Council and all aRiam to be taken by the
City shall be taken by the City Council except as provided below. The CM Council may delegate, In
writing, authority to the Director antl/orfill5 other City Oand may permit such officials, in turn, to
delegate In writing some or all of such authority to subordinate officers. The Contractor may rely upon
actions taken by such delegates if they are within the scope of the authority property delegated to them.
The Contractor shall, by the Effective Date, designate In wtlring a responsible officer who shall serve as
the representative of Contractor in all matters related to the Agreement and shall Inform the City In
active of such designation and of any limitations upon his w her authority to bind the Contractor. The
City may rely upon anion taken by such designated representative as actions of the Contractor unless
they are outside the scope of the authority delegated to him/her by the Contractor as communicated to
Cal
1213 CRIMINAL ACTIVITY OF CONTRACTOR
U.13.1 Criminal ANVIN
For purpose of this Section, Criminal Activity shall mean any ofthe following events or circumstances.
A. ConNttlons. The entry against arty Contractor Parry Or its officers, of a criminal conviction or a
permanent mandatory or announce inlunctlon from a court, mumcltiliry, or regulatory agency
of competent Jurisdiction, based on acts taken in his or her official capacity on behalf of
Contractor with respect to.
1. Fraud of criminal Offense in commission With obtaining, attempting to obtain, procuring or
performing apublic or private agreement related to municipal Solid Waste serJrres of any
kind (Including Collection, Transportation, transfer, Practica . Recycling, CompoRing, or
Disposal), Including this Agreement or any amendment thereto;
2 Bribery or attempting to bribe a public officer or employee of a lural, State, or Federal
agency,
3. EmbeaulemenL mrtortion, racketeering. false claims, false Statements, forgery, hatafca[ion
Or electrician Of records, obstruction of jusflct knowingly receiving stolen property, theft,
or misprision Darture to disclose) of a fear,
6. Unlawful disposal of Hazardous Wastes, the occurrence of which any Contractor Parry
knew or hould have known;
5. violation of antitrust laws, including laws martrof to price-flying, bid rigging, and sales and
market ailocanon, and of unfair and anti-competitive tradegraNces laws:
6. Violation of securities laws: and
2 Felonies.
City of Fresno RollOffAgreement Page 42
4/B/11
B. Pleas. Entry of plea of"guilty,"nolo contendere;' a contest' by a Contractor Parry
based on tts taken In his, her, or its official rapacity on behalf of Contractor with respect to the
conduct described in preceding Section 13.II.1A.
12.133 Notice
Contactor shall notify City in writing within flue calendar days of occurrence of any Criminal Activity by
any Contractor Partk,.
12.12.3 Contractors Cure.
Upon occurrence of any Criminal Activity, Contractor shall immediately do or cause to be done all of the
following:
A. Terminate from employmentremove from office any offending individual Contractor Parry,
unlessotherwise directed or ordeed by a court or regulatory agency of competent jurisdiction
or authority, and unless that termination would constitute a breach of any labor agreement
entered Into M Contractor, and
B. Eliminate Participation by any offending Individual Contractor Parry in any management,
supervision, or decision actiNty that affects or could affect, directly or indirectly, the
performance d the Contractor under this Agreement.
13.3L0 TraMerand Kidng
Contractor shall her allow o e to be allowed to hire or transfer any Individual from any Parent
Company or subsidiary company or business entity of Contractor who has committed Criminal Activity.
as a Contractor rapressematme field supervisor, officer, or director who Is directly or indirectly
resmonslble for Performance of this Agreement withal obtaining prior written consent of Lry,
PoAuwingfull disclosure to City of the factsand circumstances surrounding such Criminal Activity.
12.11.5 nays Remedy
In the event of any o¢umence of Criminal Activity, the City, In its sole discretion, may terminate the
Agreement within 30 calendar days written notice to Contractor, or may impose other sanctions (which
may include financial sanetlons, temporary suspensions, or any other condition deemed appropriate
short of termmatonl as It will deem proper, In the following events:
A, Contactor falls to comply with the foregoing obligation of this Section, or
B. The Criminal Arbyhy concerns or relatts dire ffror treasury to this Agreement.
Contractor shall be given the opportunity to present evidence In mitigation during the 30calendar day
notice period.
1213 ACKNOWLEDGMENT OF PUBLIC RESOURCES CODE SECTION 09920 NOTICE
If Con e
Contractor has lawfully provided sand waste collection ve in the city form a man three 13)
years prior to July 1, 2011 land is therefore entitled to the noticeprovided for in Public Resources Code
09520), Contractor shall consider astonish of this Agreement by the City as City's notice to Contractor,
pursuant to Public Resources Code 49520, that Contractor may provide service fora period of five (5)
Clry of Fresno Rall Off Agreement Page 43
4/8/11
years beyond July 1, 3011, after which time the Cry has the right to establish an exclusive franchise
coueclon system.
ARTICLE 13
MISCELLANEOUS AGREEMENTS
13.1 ENTIRE AGREEMENT
This Agreement, Including the Exhibits, represents the full and entire Agreement between the Parties
With respect to the matters covered herein
13.2 SECTION HEADINGS
The article headings and sedan headings In this Agreement are for convenience of reference only and
are not intended to be used In the construction of this Agreement nor to alter or affect any of its
provisions
13.3 REFERENCESTOLAWS
All references in this Agreement to laws shall be understood to include such laws as they may be
subsequently amended or remained, unlessatherwisespeclficallyproaded.
13A INTERPRETATION
This Agreement shall be Interpreted and construed reasonably and neither for nor against either Pam,
regardless of the degree to which either Party paNcipated In its drat
11.5 PRONOUNS AND PLURALS: TENSE
When not 'morns¢tent with the context, words and phrases used in the present tense Intlutle the
future, and words and phrases used in the singular number Intlutle the plural number. Whenever the
contest may require, any pronoun used In thin Agreement shall include the corresponding masculine.
feminine and neuter forms, and the singular form of owns. pronouns and verbs shall include the plural
and vice versa.
Clry of Fresno Roll OR Agreement Page 44
4l
13.6 TEXTTO CONTROL
Too captions of the Articles or Sections in this Agreement are for rarvenAr ce only and In no way define,
mit, Extend or describe the scope or intent of any of the provisions hereof, shall not be deemed pan of
this Agreement and shall not be used In construing or Interpreting this Agreement.
13.7 AMENDMENT
This Agreement may not be modified oramende t in any respect except in writing signed by Me Panes.
13.0 SEVERABILITY
If any non material provision of this Agreement is for any reason deemed to heolid and
enforceable, the l voldity or unenforceab'rllty of such provision shall not affect any of the remaining
pmFSlons of this Agreement, which shall be enforced as if such invalid or unenforceable provision had
not been contained herein.
13.0 COUNTERPARTS
TMS Agreement may be executed In counterparts, each of which shall be considered an original,
13.10 EXHIBITS
Each of the Exhibits Identified as Exhibit 'A"through "El is attached hereto and incorporated herein and
made a pan hereof by this resource.
City or Elected gall ON Agreement Page 45
4/8/11
IN WITNESS WHEREOF, the Paribas have caused the Agreement to be exerted on Ibe day and year first
above written.
EItt OF FRESNO
A Muni 1pai Corporation
Director
PPOVEO AS i0 EOPM',
ty Attorney Vr�
Risk Manager
AMST
CONTRACTOR
IM�OJw14 Nk
Sa�IS\� 1�.`Ioa4
U'3oa Z
Address
city
guslnew License
Cry of Fresno Poll -Off Agreement Page 46
4/g/11
EXHIBIT
SCHEDULE FOR LIQUIDATED DAMAGES
Contractor maybe assessed Liquidated Damages RContractor fails to fulfill its obligations sum regards
to the events listed in this Exhibit In accordance with the terms and conditions of the Agreement with
regards to the time frame for accomplishing each event and nature of the responsibility associated with
the event unless otherwise stated in this Exhib0.
1.
Ulve Failure to achieve and maintain a of 50%
The greater of 55,000 or
Diversion per month of all C&D Collected *,thin the City, 70%
IM of the gross Pate
Diversion per month of all Recyclable Materials Collected within the
revenues received far.
City, and 90%ofall Organic Materials Collected within the City.
prOVll C&q
Recyclable Materials,
and Organic Materials
version in the City, for
the most recent LZ.
nth period
3.
Ieak;Utterm$pllls. For each occurtenmvver Me during a calendar
$300/ event
year of unreasonable leaks, liner, or spills of permitted Materials nar
or n public streets and failure to pick up or clean up such material
Immediately,
3.
Unau op ed ColleFUon Hours. For each occurrencemet flue dug.
rin
$300/event
calendar year of W I@tling Permitted Materials during
ng unauthorized
hours
4.
Excessive Horse. For each occurrence over 10 during a calendar year
$300/ event
of excessive nolle.
5.
Cleaning Collection Vehicles. For each occurrence over five during a
5150/event
calendar year for failure to keep Collection vehicles In a safe and
sanitary condition.
0.
Labeling of Raul companies. For each occurrence of Contractor's
.$500/event
failure to correctly label Connaaorgwned ReH Containers (in
accordance with Section 6.4 C1.
>.
Gscourteous Behawar. For each occomena of discourteous behavior
$500/event
by Collection vehicle personnel, customer service personnel. or either
employees of Coni
g.
Injuries to Offers. For each Incident of personal Infury to a person
$5,000/iMi-dent
requiring medical treatment or hospitalization where the negligence
of he Connector or its personnel was a contributing factor to the
injury,
9.
Monthly Reports. Failure to submit monthly reports In me careful
$300/day'
eclfied In thy Agreement.
10.
Report Haardous Waste. For each failure to notify the appropriate
$WO/event
authorities of reportable quantities of Hazardous Waste.
W
1L bra
Van Agreement
fnotsmpsnurmmyNW oblp[W S apar
srt bM In Ws ggeement not spetllblly eGW whom eM rW cbytlonpvmyuM
wneurn
it hour no[Morpmbx nAgN LHYrmmrtat wlWn i41'owsumn o]PpYonYgrtormtl
mtlon lrn � .
angry rryuN Nal Cv mWlerN Ytt uMl eM IM n v annt vM tvn�' to
mnMdy rePORNr[.H.N tyIXy. iveW OIWVEe/a reeFBlale�le WM
IkWtlM Wnap WIEeaInJUREIn IAemantNyrryarhxrlmeEv2
In plan{ OetiAnee's bltlfY rite plums p ookad, nN Pam apatlfidM mrMmrs Ye avaxxy d the
aYYmmY mak, aMx and M W that each Pe Ry has had amna oppm4nM m cannot wah Iql
mmsvl aM ObWnen aaphm[IOn dlquPMN WmW pm+bpm W Na tlmvthat Ne Agreement was
mads,
lmNMa
Ry
InMIHwe:�
bhhlNm:�(�j�/
�� 11
0.2
EANIRRB
RECRETRRPSCEMPHATION
The underslgneq beingthe Seaetaryof _t.\
caNbri
CallMrnla corporation rthe Company''l, do hereby certify that the following rewlutlan was adopted by
the Board of Pruners d the Company and Nat such resolution has not been amended, modified or
reaanded and Is In foil for" and effort a: or me date french
BFSotvEo, that �CMp be. and hereby Is, sNhoaxd so
statute by and on behalf the Cmmwmy any and all agreements, amendments, documents at papers, as
he/Ne Idea deem appropriate or necessary, containing to or relating to the Non. Eacwaiue innmhe
Agreement between the Cdy of Deem and Company for Roll -OR Container Condon, Tnnspoaing
Proccessin& Recycling, amounting, and Disposed of Permitted Matedala and that any such attioo taken
to date Is barking ratified ark appressed.
Bated. � /l%/Tell
B1
AA c cz
Agto
Title
This page intentionally blank
COMMIT
STATEMENT OF APPLICANTS UNDERSTANDING
AND REPRESEMATIONS
The undersigned (who is duly authorized to bind the company submitting this applicalionl has reviewed
the requirements of the non exclusive franchise agreement for Roll -Off Collector, Transporting,
Processing, Recycling, Composting, and Disposal servicers for Solid Waste, Recyclable Materials, Organic
Materials, and CRO Its exhibits, and reference documents. In addition, the undersigned attests that this
application and any other supplementary information submitted with this application do hot (1)coa
any unbue statement of material fanm s, til)nInaccurate or misleading information, or far) omit to
state a material fan that is necessary to make the statements made, in light of the circumstances in
which they were made, not misleading.
Sw. ti Il. A�2-4� FL v� Fr
Print Nam —� owe
An..V V �—
company Mame
Shipment
C-1
This page intentionally blank
EXHIBIT
The followlM faclitleiwre Selected by the Contractor and approved by the City.
^
Approved C&OP sale, She
Apposed ganic5P g ':
I
Fealty
Vaotla\Ic•/lJ;<T<r\TPIr4
re
name
1
_ _
Facility atltlress
Y W.
\J 1C)C,10Y
Ile•....�fC 9b6ld
f
de511 umber
ALq_ 0 ]CO _\
ner
Iwtx.lcocc 'alvw-`-A-_.
Operate.
yy
Approved bl Pocrising oY<I y ng
Auoy dMaterial5"
—
•�
Elle
(A II bl for Resitlte Onlylr
Finality ame
M 4�1 ATC
,
rFaElly address
\
Approved neey1diea Praenssire Apprtivntl Diaeoaal Site
.... site Appneable for Nesmae Onlyl^
feciluy name
faNuy admess
R number
omr operator
e NISolid Wage shot be oisposetl of a[Me Deslgnahtl Disposal Facility.
Contractor City
Initial Hare Innial Hever
D -a