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Home My WebLink AboutWest Coast Waste - Non-Exclusive Franchsise - Roll-Off Collection Services - 2011NON-EXCLUSIVE FRANCHISE AGREEMENT BETWEEN THE CITY OF FRESNO AND WEST COAST WASTE, INC. FOR ROLL -OFF COLLECTION SERVICES APRIL 2011 Table of Contents RECttA15............................................................................._........_................................._..1 ARTICLE 1 DERNMONS.................... .... ..._........ .......... .......... ..... ........ _............ _.................. 2 WARRANTIESOFTRE CONTIL&MR................................A 2.1 REPRESENTATIONS AND WARPANTIFS..... .............................. ..................... _..... _........ _.......... 6 ARTICLE 37E31M OF AGREEMENT..... ............. 4..4 ....... 44 ... 44 ...... 4 ... .... ... ...... 6 . . . .......... ........ 9 3.1 EFFECTIVE DATE.. .................................................... ...... . ........... ....... ............................... I .... 1.9 3.2 CONDRIONSTO EFFECINENESS OFAGREEMEM................................................................ 1D 3.3 INITALTERM.................................. ... .._...... ......... ....... ,_.................... .......... ....................... SO 3.4 OPTION TO EXFEND.:.....................................:....._._.....,........................................................ID ARTICLE 4 SCOPE OF AGREEMENT ..... .._..:...... _.... _...... __ ....................................................11 4.1 SCOPEOFAGREEMENT....................................................._........._..._.__...._..._...._...._._....... 11 4.2 UMITATIONSTOSCOPE.............. ................. --- .............. .... _......................................... ..... .....12 4.3 =S RIGHT TO GRAM MULTIPLE NON-EXCLUSIVE AGREEMENTS 13 4.4 L S RIGHT TO EXCLUDE NEWLY ANNEXED TERRITORY FROM SCOPE OF FRANCHISE_... .... 13 4.5 AGREEMENT CONSLSTENT WIFN APPLICABLE LAW .................................................................. 13 0.6 OWNERSHIPOFMATERIALS.................................... _................... ,................. ........................... 13 4.7 NOTIFICATION TO OTV OF NON -FRANCHISED HAULERS............. ........................ ........ ........ . 14 ARTIOE 5 COULECTU N. PROCESSING, AND DISPOSAL SFRVIC6._........................................ 14 5.1 COUECRON.............................................................................._................._......_........._... 14 5.2 PROCESSING AND MARKETING SERVICES ............ ...................................................................14 5.3 DIVERSION REQUIREMENT ....... .................... ......................._......................_.........._........_—As 5.4 DISPOSAL...................................................................................................................................16 5.5 RULING .............................. ............ ...... _........ ......... _..._.__..._._......._._... ... _...... :....... .... 17 5.6 CUSTOMERSERVICE.._.........._..........._......._......_...._............................................................17 ARTIM 6 STANDARDS AND REQUIREMENTS FOR SERWCFS, EQUIPMENT, AND PERSONNEL 17 6.1 OPERATING DAYS, HOLES, AND SCHEDUIFS.........................................................................17 6.2 COLLEMON STANDARDS........ ..... ............ ........ .......... .................... .......................................... ." 63 VENIRE REQUIREMENTS .... .... ................. ...... .......... ........ ........ ,.......... ---- ....... ...._. ........ 19 ISA POLL -OFF CONTAINER REQWREMENTS._..... ........ ..... .............. .................. ..._.... ..... ................20 6.5 PERSONNEL ................. .............. ....................... ....... ..... ..._............ ....................................... 22 6.6 HAZARDOUS WASTE INSPECTION AND HANDUNG......... .... ................................... .... ........... _]2 6.7 NON DISCRIMINATION 23 6.8 COMMUMGPQN AND COOPERATION WRH COY ............... ....... .......................................23 ARTICLE RECORD PEEPING AND REPORTING ....... _...... _ .....................................................24 Ory of Fmmo Non-Udushe RokOff Agreement Page I 4/6/11 2.1 GENERAL..............................................................................................:..................................2A 7.2 RECORDS .................... ................ ........ ........ .................. ..._........................ _.._............... ........... 75 7.3 GENERAL REPORTING REQUIREMENTS.. ................................................................... I ............... 26 7AMONMLY REPORT ............................. ...._..,.... ...... .................................................. ........ ......... 26 7.5 AS 939 COUNTY SURCHARGE REPORTING........................................... ........... ........ _............... 27 ARTCLE R FRANCHISE FEES AND OTHER 9.1 GENERAL........... :............................................................................................. .........................28 8.2 FRAPHDR&E FEE..................................... ...... --- ....... .................... ..... _........ _.......... ............. 28 0.3 OTHER FEES ................................ ...... ................ .......... .......... ............. ........................... ....... .--- .28 B.1 AMUSTMENTTO FEES..............................................................................................................18 65 PAYMEN75CiEDU1£AND IATE FEES, .... ....... ............. ....... 8.6 OVERPAYMENTOFFEES................. _.................................................................. 25 8.7 NON{ FEES; AB939COUNTY SURCHARGE ...... ..._......... ._.... ...........................................29 ARTICLE 9 CONIRIACTOR'S COMPENSATION AND RATES ..... .... _..... _ ...... .... .... ..._....... ..29 9.1 CONTRACTOR'S COMPENSATION ..................... ........................... ..._.................. ......... _......... 29 9.2 C S RIGHT TO SEF MAXIMUM RATES ................... _......... ....... _ .......................................29 9.3 CONTRACTOR'S RATES ...... --- ............................................. _......... .......... _ ............................. 30 ARTICIE 101NDEMNRYAND INSURANCE......._..............................._................................30 10.1 INDEMNIFICATION ............. ........ ............. _.._................................................................ ............ 30 10.2 INSURANCE.......... ... ... ...... ..... ........... ..... .... ......... ....... ....................... __..... ..... ........... ............... 31 ARTICIE 11 DEFAULT AND REMEDIES................. _.......... __.... _...... ............................... 35 11.1 EVENTS OF DEFAULT ........... _....................................................................................................35 11.2 RENT TO TERMINATE UPON DEFAULT..................................................................................36 11.3 CRY'S REMEDIES CUMUTATNE; SPECIFIC PERFORMANCE ... _........... ..._.... ......... ............ .... 36 11A UQUIDATEDDAMAGES............................................................................................................36 11.5 DIVERSION NON-PERFORMANCE .._.......... _.......... _........ _._.............. ....._......_._.......... 38 11.6 CONDITIONSUPONTERMINATION._.... ........ _._.............._............ ...._......_........_............. 39 ARTICLE 12MER AGREEMENTS OFTHE PAR11ES.__........ _.__... ... ... ... ....................... 39 ]2.1 RELATIONSHIP OF PARTIES ........... --- .... ................... --- ......... ......... ........ ... ...... ......... ..... 39 12.2 PERMITS AND UCEN5E5........... ........ ....... --- .... ............ _...... ..... ..._.......................... ....... ...... a 12.3 COMPLIANCE WITH LAW .................... ........ _..._... ..._._.... _....._..........._..._...._..... ............. CO 12.4 GOVERNING LAW .............................. ..... .......................... ............. ..... ........ ........_..._.......... ..... W 12.5 IURISOICTON .... _........ _..__..._.__.._.... ..._.. ...............................................................AD 126 BINDING ON SUCCESSORS-- ............ ............ ....... ......... .............. .. . - -1-1 .... 40 11.7 ASSIGNMENT........................... ........ ........... ........... .._....................... .........AO 12.8 PARRESININIEAEST........................................................................................................A1 129 WAIVER ... ................................ ._............... ....................... ..... ... ............. ................ .......... ....... 41 1210 NOTICE PROCEDURES_ ..... _...... ....... _...... ...,L_.......................................................................41 1211 REPRESENTATNES OF THE PARTIES-- .... .... ........ ............ ............ ................................ 42 1212 CRIMINAL ACTIM OF CONTRAROR........ ........... ..... ......................................._.......... .... 2 U.13 AOKWWtEOGMEMOF NUBILE RESOURCES CODE SECTION49520 NMICE............ ... ....... 43 CHYof Fresno Non-Fatluslre RoROfl ABrxmerR Nell 4/8/11 ARTICLE 13 MUCELIANEOUSAOREEMENTS.............. __..... ..................... _...... _......... _.... ,....44 13.1 ENTIREAGREEMENT ............ _...................................................................................................M 13.2 SECTION HMDINGS.............. _................. _....... ....... ...... .......................................................... M 13.3 REFERENCFSTOLAM.................... --- ....... ._....... ....... .................................................. ........ 4A 13.4 INTERPRETATON............................ ................................. ............................. ........... ............. 4A 13.5 PRONOUNS AND PWRALS:TENSE............................................................................................44 13.5 TEXTTOCONTROL............ .......................... _........ _..... ... _............... ............... ............ .......... 45 137 AMENWENT.... ........................... ......................................... ............45 138 $E ERAWW......... ._..._............ ............_...................................................... ........................ 13.9COUNTERPARTS........................................................................................................................45 13.10 FXHIBITS...............................................................................................................................65 wteFE,elew A Schedule for Uquldzted Damages B SecretaNs UnlMatton C Statement of Applicant's Understanding and RepresenMlom 0 Approved pmcessing and Residue Disposal edildes Clry of Fremo Non-Exclushm BOIbN Agreement Page Of 4/0/11 NON-EXCLUSIVE FRANCHISE AGREEMENT BETWEEN THE CITY OF FRESNO AND _WEST COAST WASTE, INC_ FOR ROLL -OFF COLLECTION SERVICES This Mr-ioduske franchise agreement (Agreement) is made and entered Into this 29 day of APR14 2011, by and between the Chy of Fresno, a municpal manager, (City) and WEST COAST WASI£,INC (mmmamr.l RECITALS This Agreement Is entered into with reference W Me fallowing fasts and dmumgames WHEREAS, Ore tegisiature of the Suisse of Cniifamb, by argument of the 011fornla Integrated Waste Management Act of 1989, cadged a CalOornb Public Resources Code Section 40000 a seg (•M') I, has declared that It is In the public Interest W authorize and wage local agencies to make adequate provisions for Solid Waste Whether within thar)u glut on: and WHEREAS, Me State of UR anile ("State") has found and declared that Me amount of Read Wane generated] In CalHomia, coupled with diminishing landfill spatt and Potential adverse emircnmental impacts from LMflmng and the mea to conserve natural resources, have created an urgent used for Rate and local agencies W wattage! Implement an ggressat Integrated waste management pru®am. The State has, through enactment of Me Ar.; directed the responsible State agency and all local agencies, W Promote disposal She Morgan and W maginnim Me use of feasible Solid Waste reduction, e use, Recycling, and Composting Motions in order W reduce the amount of build Wage that must he Disposed of In Disposal Sites; and WHEREU, the Aa requires Ioal agencies to divert 50340 discarded hostages man handles: and WHIMEAS, the City Councll estpummed goals of aAleving 25A dFrers an by 2012 and aero wane status try 2025 on lune 26, 2N2, and approved a aero Wage Stlalegk Acton Plan an February 11,=?; and WHEREAS, the City finds that rumiI Rerycllds and UnrpagIng Recyclable Materials, Organic Materials, and Construction and DemolHbn Debris (Mb) and bene0cbl use or composure of Organic Materiels Is essential W Wrtber the Ut1's efforts W reduce Soild Wage olspmal and comply who the Art and the GNs aero waste pals; and WHIERWS, pursuant W the powers granted this aW as a charter cry b/ Article XI, Section S(a) of the 611fornla Constitution and Article XIII of the Fresno Cloy Charter, Me Ory has determined Wtthe public health, safety, and well4being require Mal a hanchse agreement defining nonv4ume rights he awaked W qualified companies to provide kr Me rod -off container collection of Permitted Maladie s Cloy of Fresno Roll-OffAgrttment Pagel a/a/11 except for mllecdon of materials Included! In the Ch/s Munidpaf Code, and other services related to meeting requirements of the AM and WHEREAS, the City requires all haulers providing Rah Collection services far Permitted Materials In the City to obtain a mar-mucluslve franchise in order to regulate Ws business, aware is orderly operation, achieve Its diversion Foals, and to minimize the Potentia for ante se effects R may have on the local errvironment and WHEREAS, the City Coumll has cetemllnetl through an application protests that the Contractor, b/ demonstrated experience, reputation, and cepzohty, a qualified W Pomade for the Roll -Off Carl CalleNon of Permitted Materials whhln the corporua IImRs of the Clay am the Transportation of such material to appropriate places of Recloci Processing. and/or DlspOeaal, ant can provide Insurance caruls[entwtth the Clt/s requlremerrb. The CIty COungldaims NatC watt rbeengagedtope m such corwas as the basis set forth In this Agreement; and Wiffill Contractor brteMs to use the CWs streets, alleys, other public rights of way, and Infrastructure to provide RORiHf Collection services to the City's residents and Iwsirmses; and WHEREAS, the City Intends to receive lust and reasonable fees from the Contractor for Cl administration of the Agreement and for Comnaftols use of the any content, alleys, other public righw- of-way, and infrastructure which the City may Imbully Impose am the companies are obligated to pay, and. NOW, THEREFORE, in coral demtlon of the mutual promises, covenantor, and conditions pool ned In the Agreement and for other VW and valuable mmlderatlon, the parties agree as allows: ARTICLE 7 DEFINITIONS For purposes of this Agreement, unless a different meaning is clearly required, the alkwing words and phrases shall haw the Miming meanings respMhrely azWhed to them by his article and shall be rastallsed throughout this Agreement: 'M" means the California Integrated Waste Management Pat M 1989 (DINsion U of the California Public Resources Code), as amended, supplemented, outsmarted, and replacedfrom time W time. 'Agreementameans his Agreement between the Oty and ContmMrar Rod' ON Container rdlc m Procoo and Dlsposa of Permitted Materials Including all exhibits, and any future amendments hereto. 'Applicable IoW' means all Federal, store, and local laws, regulations, rules, orders. Judgments. degrees, commits, approvals, or other requirements of any governmental agency haNnglurlsdlctbn Over the Fall -Off Container Collector, Tmmportrtlon, Recycling Processing and Domsal of Permitted Materials that are In force on the Effective Date and as they may be enacted, issued, cramended during me Term of his Agreement. CIW Of Fresno Roll -Off Agreement Page l 0/8/11 'Approved ME) Pruesslne511e• meallsihe Processing site notified In Ulablt 0, which was seleRM by Contactor and approved by the City. -- 'Apprgred Disposal Ski rumors a Ofslvsal site stlMad by the rgltratto. or Its submnt2gpr(sl am approved by the City for Disposal of residue from Approved Protecting; Am(s). Approved Dispmal.Gtels) are listed In Exhibit M 'Approved O g int Proceaslry Ate means fie processing site snuffled In Exhibit 0, which was selected by fgntractorand approved by Ne @y. 'Approved Proandng Site(s) mearsthe Approved UD Prrommi She, Approved organics Procuring She, and/or Approved Raytheon Processing Site. 'APPrwed Psocamer' means the ape Other of an Approved Processing Slte. 'ApprOVM Secyclables Prospect" Ate• means the processing she specified In Exhlbh D, which was selected W Contractor and approved the Chy. '&n• means a container with capacity Of mamtlme" One )1) to eight (S) rub¢ winds, with a hinged lid, am with wheels, that Is WPIca lly serviced by a front end-MMln i Collection verlde. 'Sudnass Days' mean days during which City, oflkes are open mtlo business with the public. -e means a floods container with a hinged lid and vaneisthat Is typically wasesed by an automated or snalautomated Weapon vehicae. A Cart has capacity of 30, 35, µ, or % Salinas for similar mimes). '(Ait' maim Cuns rcxdtlon am Moolitron Doors. 'Change In lav) meant any of the fOhowlna emm Or conditions that have a material arm adverse effect on Me performance by the Parties of their respective obligation under this Agreement extend for payment obligation): a. The enachnent, adalrtion, mroulaatlon, Issuance, mastication, or written orange In administrative Or Judicial Interpretatlon on or after the Effective pate of am Applfable law; or b. The antler or judgment of any governmental body, on or after the Effective DOW, to the extent such order or judgment Is not the result of willful Or negligent action, error or omission or lark of reasonable diligence of the city or of thee cOnpattor, whichever Is ssering the o¢umence of a gangs In fay; Provides, bOwaer, that the annealing In good faith or One failure In good faith t0 contest any such order or )udgmen shall rut mnstlPRe Or be ronstmed as such a willful or negligent aco n, error or omission or Ink of reasonable alliance. 'CtW- meant the City of Fresno, California, a municipal corporation, and all the territory NIN whin tlw municipal boundaries of the City as presently passing or as such boulkafes may be modified during the Tema. Oty of Fresm. 11011-0 Agreement Page3 C/S/11 'Llys Municipal Code means the Cltyaf Fresno Muni elm Ude 'Collect" or'Whist lar]' means the act Of coliecting Permitted Material and Other material Rthe Frame of generation In she City. 'commander shall mean of, from or pertaining m non -Residential Premises where business aRNlty k conducted, includin& but net limited to, retail sales, servlms, wheleak Ope stions, manufacturing and Industrial obsessions, but extlusing businesses conducted upon Residential ympeM which are permitted! under applicable zoning regulations and are not the primary use of the postal 'Comyeci means a mechanical manatee that compresses coarsens Into a summer, which container may be detachable. For the bummers of heti Agreement, Compactors shall Induce only Compactors wish container capacldes of tan (10) to"1301 cubic yard that are serviced by Roll -0N Ullection Trucks. `Compost' or ^Umpming' Includes a controlled biological derumpnsltlon of organa Material yielding a safe and nuisance free Comport Product. 'Compact Pral mears the product rending from Ne mmmied blologkal dewmposltlon of Organic Materials that are Source Seramend From she Salk Wash stream, or which are amended at a centralized Facility. 'Construction and Demolition Debris (Mr means nationals resulting from construction, nmoddim repelr, cleanup, or demolition opermans MM am not hazardous as defined In Ullfomla Cate of Regulations, Me 22 Section 66261.3. Thl cern Induced, bel not limited to, asphah, mxeR, cement concrete, brick, lumber, gypsum wallboard, concrete board, cardboard, and other sustained padkaliny mofing material, ceramic the, rarpnlng Finnic pipe and deal, as well m ventures" matter remains tram land clearing and landscaping Including but not limbed to rack, soil, tone stamps. Commission and Demolition Debris excludes persuasible wires. 'UnbanoP means WEST COAST WASFF, INC �, a CORPORATION _ nerdand peering mater the laws of the Nate of CalNomla and its officers, directors, employees, agents, compares, and subcone ranom, 'CmbMm ParMImM shall mean Contractor, Officers, directors, management empkyea, or fiscal empioms (wirem ^management empkyee° me ins arty employee with direct or IMIrect nspomlbnhy for direction and comml Over me Uncraatars acWltles under this Agreement and •Anal empioyae' means an employee with direct or Indirect responsibility and control duties missing W financial matters under this Agreement). "Criminal Micky mean mom activities desalted in SeNen 13.22.1. 'CmWmor means she Person whom Contractor submits thing Invoice W and collects summers from For 0:11heri services provided. 'Dsalgneptl annual Site° mems the American Avenue UndUll at 16950 W American Avenue In Tranquillity, coilbMlafartbepuMosesaf DiSposing Solid Wash. City of Fresno Ro14IN1i Agreement Nge4 419111 'DN{nMN Wartl mean con-xalardous wartestbat may wsa special Disposed problems because or Its potential to contaminate me environment and which may be Disposed of only In Cass II okwsal Shu or uses III 015wwl She pursuant to a variance issued by the Calftnua Dewitmeng of Heats Sanlwa 'Director shall mean the Poblic Utllides Director of the tlry or an m4horlud representative Of the Public UDIMes Director. 'Dlscaded Matedall means Solid Waste, geryxlable Materials, Organic Materials, or UD plated by a Geneator In a retsptacle and/or at a location met is dandnated far Collection pursuant to the coy's Municipal Code. 'Dlsposel or Depends (or vedMlan thereof)' means the final dlspmltlon of Salld Waste at a Disposal She. 'Dlapmelshe" means a facility rorultimme Olsposal Of Solid Wase. 'DFrerslan' means activities tlwt reduce or enmome the amount of Scud Waste cam Saud Wase Disposal Including, but nM hmhedto, "Cam& andfnmpoming. 'Orap Bol means an open-tap comener with owdly horn was (6) to fihy (SO) cubic yams Nrt N used mrCdieconof PemMed Materialsandthat Issery bya Poll-WCollectlan Tn k. Drop Baxuwith capacidesofksthanten(to)cublcyamsmayonlybeusedMOepuMoe of Wleding C&D. ADmp Box, whim Is aim known as a mi off bw anWardebds box, Is a type of RalbWContainer. 'Effective Date' mound the tlrte set forth In the Introductory pmgnph of this NreemenG Redenl- mea ns belon® In to or pertaining to the national general government or the United Sums. 'Food Saaw' means mus dlswmed materials the will decompose and/or sutrery Including (p all kiden and table bud wase, tall animal or vegembiewasm chat is generated during or resuhshom the storage, prepantiory cooking or handling offeod s offs, (Illi dlsramed paper that by coeam roomed with Food Scraps; NI fruit wase, grain wase, dairy wade, meal and flat wage; and, (v) R"bro dable Rose or contaminated and. Food Scraps are a subset of organic Materials. 'FtanchW Poe means the fft paid by Contractor to Chy for the pro lege to hold the non-exclusive rights gra coed "is Agreement. 'Wmr r means any Person whose as Or traoss produces PermMM Materials, Or smote as flon causes Permitted Materials to become subject to regulation. 'Green waste Mali means any materials geRated From the maintenance or aI@ratlon of loop, modal, or residential landscapes that will consomme and/for putrefy Including but not umhed to, w rd clippings, grass, Ieeves, shrub/bee Warnings or prvnings Ike than P In stammer), brush, Gowers, weeds, dead plaids, small stores of unwanted and Imposed wwy and other types or organic waste. For me purposes of m6 Agreement such materials shall he Source Separated and placed by a Generator In a rewwade and/or at a lactim that Is desigRhd for Collection. Green Waste Material b a subset of Organic Materials. City of Fromm 1014011 Agreement Page S 0/8/11 'NsUa dmfs Wastd heard all substances caused as Hazardous Waste, acureN Hazardous Waste, or mRremely, Chow mu Waste by the stet In Health and safety Cate 415110.02, 525115, and §25111 or In the future amends ants m or remdllkations of such rtatutes or upgraded and IIRM ad NaaMpus Waste W the U.S. EnAmnmmtal Protection Agency (EPA), pursuant to Due Resource Conserwbbn and Reruvery Aa (42 tAC 1110 me), all furore amendments the2b, and all rvks and miluk ons promulgated thereunder, 'Hmidges are defined as New rears Ery, manks"ng Day, and Christmas Day. 'Infectious Wane means blometllnl waste generated rt Ibsphals, public or ptivate mMlal clinics, denial offices, research laboratories, pharmamutlml Industries, Wood barky mortuaries, vemdnary faalMesand mmerslmnar establishments, as defined In Hemet and Safety GodekNon 25127.5. "LIRWdgW Dwm W mumns the amounts due by Contractor to Om for figure to meet specific quantifiable standards of cedormanmas described In section 11.4 and exhibit a 'Drgank Mamrmk' mews; tMse disparaged materials that will tlecompose and/or putrefy Including Green WWW Memtlal and Food Scri such as, bid ate not Ilmged w, green ttlmmings, grass, weeds, leaves, prompts, branches, dead plats, brush, tore trimmings, &ad Used, small wood pleas, other types of organic yard waste, vegetable wane, fruit wane, grain waste, dairy write, mart waste, fish wase, paper aMaminatbo with Ford Scraps, pieces of untamed and untreated wood, and pica; of unpainted and untrertedwallboaN. Nedismrdedmmedalshallwwmlderedtah OWnlc Meedals, unless won material Is Source Separated brain Sblo Wain, Recyclable Matemes, MO, or other materlak. waem CamWry^referse a sum anyowning more than Mty Grant(SM)Ofthe shamsofanother company(subsldlary) or a mmpanv that his management control aver such subsidiary '➢arty or Pansies refersto Me Elty and [onVxtor, IMMtlwlly or Wagner. RermlNetl MMn W refers to Solid Wage, Spurts Rpa2teil ReMlable Matedak, Source Separated Organic Mamum;Is, and 0811. Perin§ ed Materials ezdud ;Source Sepa rapid Food imps. 'Pendell means any ml firm, issochgon, organization, partnership, corporation, business vest, joint venture, the Whetl Sirtes, the Sete of CalNomiq the County of Frmnd antl special purpose clear=. 'Prembees means any land or building In the City where Permitted Magenerates!erials aregenerates!or accumulated a Troasmir meant m promise, treat, or convert through wine mewl memos. 'Proposing elft m any 08M or site wri e used for rung, dnsing, bl , aior rewmtlMLy Pe"Ifled Materials foathe purpose of making such material available for mum. 'Putrmdbsi Weser' means Solid Watts onainated from living organisms and their metabolic waste products and from persaid m, which colors naturally produced organic compounds and which are blologhaW dewmmumble by microbial and fungal action into the comtltuent compounds of water, carbon dlaalde and other simpler organic compound, City MFromoRoll-Off Agreement page 4/6/11 "Rates' means the charges and fen CnnbaRnr balls and collects from "a Customer receiving service cursor nt m this Apeement. '"clable Matmlals' mean more Demanded Materials that the City Cade Permits, directs and/or requires Generators to set out In Recyclables Materlals containers for Woman for the purpose of Rerytling. No Oiwfded Materials shall be considered Recyclable Materials unlet such material Is separated from Solld Wa4tr and Organic Materals. Recyclable Materials shall Include, big Pan be limited to: newspaper (including Inserts, coumns, and more aMertlSemen[ij; mMed paper (Including office paper, computer paper. magazines, Junk man, atalags, brown paper bags, brawn Paper, paparboard, paper an cartons, telephone books, gmcery bags, catboat paper, conslrumon paper, melopes, legal pad bacclrlgf, false born, wap born, cereal and otheremllar flood boxes); chipboard; sentiment; paper milk wrri glass conMbers Of any color Qncludbg glass bottles and (ars all moral aluminum ram; fabric mftener containers; affect, On or bLmetal carts; plastic badminton (clear or peen plana code and water bottle, plastic containers and battles and clinic bags with no. 1, 2 or 3 on the botmm); and food containers from potato salad, panda sated, whipped cream, et[. 'OaryM or Recall m®m the process of mlknin& mNng, cleaning trertby, and reconNtutlng materials for the purpose of urng the aReretl form In the manufacture of a new produR. Rerytling tiles not Include humin& incinerating, or thermally deswylng wild waste. 'RWdentlal' shall mean of, from, or pertaining W a single(amlly Premises, mukl-pin, or mult4famlly Preml#s Including AngleftmlN homes, apertmerm, con bonlMWms, townhouse wmplemr mobile home parks, mope ads apartments, and yacht harbors and marinas where residual the Marti beats. ' l-0 Cassini meas a Omp Bask or Canpactor used for Who tion Of Permitted Materials and servl¢d by a Rolloff Collection Toni poll -0R Complain wph revenues of Ins than two (10) able yards matronly he used far the purposes of Cnnecll ng C&O. 'Rolloff CnRe[tlon Trucks means a collection vehicle with a marlvnlal desire such as a winch mat pulls at loadf a RullOff C mvner=a me truck htl or attached roller and separately transports earn RoII01IF Container t0 a Disposal Ste or Proposing site. ROW Warne' means soil waste as defined in California Public Resources Code, Dothan 30, Part 1, Chapter 2, saki aM regulations pmmulgatedmemuMM and those Dismrded Materials mature Clay Clado rmulrn Generators within she Cttym sent orrtfcr Collection. Excluded from the definhbn of sold Waste are C&D, Hazardous Waste, Infectious Wane, Oeslpu4vl Wane, Source Separated Rebuttable Materials, Souae Separated Organic Matemab, and national waste. NotwNhstaMing aIy allusion to the contrary,'Salo waste- may Include de manuals volumes or concentrations al wane of a we am Dunt normally found In Residential Solid Waste after Implementation of programs far the safe collection, recycling, paramount and dispose of household hazardous waste in compliance with Section 41500 and 41802 of me Calif amia Public Resources Code. 'Source Ypandetl' mmm the segregetlon, by the Generalist, of materials tladmated for separate CoIIeNon for form form of Recycling, promising, Composting rerwery, or reuse. 'Ital means the Sure of CaIXorim City of Fresno Roll-gfgpeement Page) 9/8/11 'gubcontrxbY' means a rorty who has entered Into a mrrtmR, "Amis or Implied, with the Tnntactor for the Performance Of on act that B necessary for the CrntraRors fulfillment of its Obligations under this Agreement 4mm' means the Term Of this Agreement, Including eMenoun Pedals If granted, as Provided For In Article 3. Ton' means a unit or measure for weight "evident to 2,000 standard Pounds where inch Found contains 16 ounces. gwmge' mons hosting wNght In Tom Collected, Recycled, Comported, Olverted, or Disposed of, as the contest requires. "Tramporttllwr means the actm[onsyMryar state of beingtmmported ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF THE CONTRACTOR 2.1 REPRESENTATIONS AND WARRANTIES The Contractor, by execution of Its Agreement, represent: and warrants me fonmving to City, for the Purpose of Inducing Qty to enter Into this Agreement and to consummate the transactions contemplated hereby: 0. Cerpwa[e5 s. Connector Is duly or Wes . valldly adding aM In gmtl standing under the laws of the State. It Is qualified to "mad business In the City and Sate and las the power to own Its properties and To carry on TO; buslrwas as new owned and operated and as required by this Agreement. B. Authorlaation.Gentractor has Me authority W enter this Agreement and peRprm Is obligations under this Agreement. The Board of Directors of Contester for the sharecholdi Hmrnwry), sole propdetor, or Farmers have taken all actions reacted by law, Is articles of Inmryorral Its bylaws, or mherwlu, W wdlmrlm the nemYon of this Agreement. The Person sli this Agreement on behalf of Contractor represents and comms that they have authority to tip so and the corporate secretary's certificate In ErJ11dY B conPoms NIs. This Agreement mmHndes the legal, vold, and binding obligation of the Conbactpe. C. Agreement Wit Not Cane Breach. To the hem of Contractor's knowledge after reasonable Investigation, Ne centurion or delivery of this Agmement or the parfmmarrte by Comracim of Its obligation hereunder does not exnf let with, Woke, or result In a breach: Id, Of any law or governmerdal regulation applicable no ContnMq (II) any term or mndkbn of arty Judgment, order, or deem of any court adminbtraree agency or other gosemmeeral autMhty; or, (lip any Agreement or instrument to wench Corlmdor Is a wMOr by which Contender or any of its wopertles or assets are bound, or mnstnu e a default mereunder. Qty of Fresno RailOffAgreement Page a 0/B/1l 0. No UtIPWM To tyre hest of Connor's Mmwledge after reasonable Immstlgatbn, there Is no notion, our, pm[eemne or mve4laaum, a law or In eyufty, hekm or by am mutt or governmental assistant, O mmI%nh, bwrd, agency or Immateriality decided, pera ng or threatened agelme ()ntraotor wherein an unfavorable tlecisIon. ruling arnncirl In any single we or in the aggregao, would: 1. Matarlally adveraety affect Ne performance by Contractor of Ns obligatkns hereunder, I. Adversary affect the validity, Or enfomeab3lty, of this Agreemenb or 3. Hate a material adverse effect on the financial condition a Conmpctor, or was surety or entry guaaMeeing OtntraMr's performance under this Agreemem. E. No Advaze Judicial DedFbm. TO the best a Comrzttnls knowledge after reasonable 'mmstlgatlon, more Is no judicial decision that would Pmhlbn Nft Agreement or subject this Pgreementto legal challenge. F. No legal Prohlb tion. TO the hart of Orstrictor'm knowledge after reaconable investigation, there Is no Applicable law In effect On the date Com unser, signed NIs Agreement that would prohibit Ne COntmRoh performance of its obllgalimn under this Agreement and the transactions contemplated! hereby. G. Contncm(5 Staemenh The ConhRofs Replication and any other supplementary' Information submitted to the City, wblch the City has relied on In entering NIs Agreement, do noC (q contain am untrue statement Of a material MM or (1l) omit to note a material fact that Is necessary In order to make the statements made, In Tighe M the circumstances In which they were made, int misleading H. Conbaao s Imbtlgation. Contractor has made an Independent Investigation (satlyfattoN to ft) of the condNlom and crzumstanm surrounding the Apeement and the woh to be performed hereunder. Cortramor has considered such matters In entering NIs Agreement to Wwltle services In enlarge far Ne cempensatlon drowned for under the tem¢ of this Agreement. I. AMpty we Panama, Comnctor possesses the business, profeszlonal, and teslmlol eeperthe to CO cods, Tnmport, geryde, Pmc¢s, also Disarmer Parmitfetl Mawbals peened in the Oty. Contractor Manassas the epulpmen4 facllity(leal and employee renames required se perform itsobligations under this4memerR ARTICLE 3 TERM OF AGREEMENT 3.1 EFFECTINT DATE Qmmdor may provide the R011-0ff Container Cnllectlon, Transportation, Rerydin& Promoda& Composting and Disposal services autrunied by N.is Agreement commencing on the Offensive Date, City Of Fnano Roll -Off Agreement Page 9 A/g/11 32 WNDITIONSTOEFFECTIVENESSOFAGREENENT The obligation of Gty to permit this Agreement to became effective and to perform hs undertakings provided! for In has Agreement Is subject to the satisfaction of all the conditions below, each of which may be warded, in w Men form, In whole or In part by City. A. Attorney of WpmantadonA The represervatloln and wanairl made In Article 2 of this Agreement a re tree and cmren on and as of the Effective tabs. B. Absence of 011gation. There Is no IMgatlon pending an the Effnsthre Date in any court challeradng tine award or eaecutlan of this Agreement or gel to restrain or enjoin IR performance. C Furnishings of Insurance. Connector has furnished evidence of the Insurance re cubed by Amcle lomat Is satisfactory m the CO. 0. FflMlwlwsa of Ory Council Adan. The Oty Quill l action approving this Agreement shall have become effective and all Paha shall have signed he Agreement pursuant b Applicable law prior to or on the Effective pate, provided that no restraining order of am find has been Issued. 3.3 INITIAL TERM The Initial Term of his Agreement shall commence on the Effective Date and continue In full force for Me (5) Wan, until lune 30, 2016. The Term may be extended pursuant to Section 3.4 or terminated nRy In accordance Mh Xttlon 11.2. M 01171111 TO EXTEND subject to City Council approval, the Gly shall have ties option to extend this Agreement kir an additional farm of up to five (5) wars. If she Gty exfaMs the Agreement, It shall than written notlu to Connector at Inst one hundred eighty (1110) calendar days prior fa evplratlon of the Initial Term. The CIC/s solvent notice shall specify the number of wars by which it elects to ateM the Term of sM1h Agreement and the revised expansion date of he Agreement Am such extension dull not become efkNw unless CorHnctor agrees to the extension, In wrung, at least one hundred fifty (250) olendar days piker to aspiration of flue lni lTerm. Gty of Fresno Rcl Agreement page 10 4/B/11 ARTICLE 4 SCOPE OF AGREEMENT 4.1 SCOPE OF AOREEMEW Th4 nomexcusivefian[bbd, gramacho COn4attar, aulharizes Cont aturto Collect,Transport, Reryele, Process, Comprise, and Diapom of Permittetl Materials plaatl by Residential or Cnmmerclal Generator In Roll-0RCogelners for Colles hn. provided that the Customer hs wluntatlly amngetl for Connector to provide Collection services. The Contractor deal be esporolble for the following sellas: A. Colleting Permitted Materials placed by each Customer In a Roll -Of Container for Collection as requested Its CLstomer. S. ProvMing each Customer, upon delivery a MIVO%Conelner, a printed list that specifies the materials that total be placed M the Roll -OR Conelner (i.e., Rannams Wanes) and a Ilst a acceptable Recyclable Materials, Organic Materials, and MD that may be placed in the RoggOR Container. C Transporting CelleRed Spill Wase tri the Designated! Olsposal Site and tnlrsponing other materials to an Approved Proposing Site. D. Furnishing all tabor, supervision, vehicles, RpIFOR Connotes, D[Mr equipment, materials, supplle% and all atter items and services necessary to perform IC obligations under this Agreement. E. paying all expenses related W prwlslon of services required W this Agreement IntlWlly, but not limited to, Franchise Fees, turas, reNle" fees, Collection posts, Tnmspwtrtkn rents, PmCe mposts, Disposal costs, cedilla; etc F. Providing all services mospretl W this; Agreement In a through and professional manner se that residents, businesses, and the City, are provltled opal reliable, courteous and higbqualgy service A all larval, G. performing all services In suhnantial accordance with this Agreement x all times using ben Industry pati¢ for comparable ppertMru. R. Complying with Applicable Use. I. Performing or providing all other services necessary to fuglll Its obligations under this Agreement - 1. DlveNng a minimum a 509E of the C&D Collo ed From Disposal. Th Diversion ne shall be calculated each month based upon th welgh4 of C&0 Collettad all Dlvened. Otyof Fresno Roll-0ffAgreement Page 11 4/8/11 K. mverong a minimum of7Mofthe Recyxlable Materials Whicend Mean Disposal. The Diversion rate shall be calculate! each month baud upon the welghts of Rateable Maermis Collected and Chmiled. L Diverting a minimum of M of the Organic Materials colieeted from Dtspofal. The Diversion Mile still be calculated each month based upon the weights of organic Materials When ad and Dhertetl. The mumeadon and speelfiatabn M particular aspera of service, labor, or equipment reyulremerrts ANN Wt relieve fantlaaar of the duty a accomplishing all other aspects necessary to fulfill Its obligations under this Agreement whether such requirements are mumerHed elsewhere In the Agmement at not. 4.2 LIMfrAMONSTOg PE The saps of the Agreement shall be marexclushre. Permitted Matmlals may he Whetted and Transported "her females provided the such Person do act In accordance with she Orys Mun1pl WI Cade, Including but nm IMIed to the followlrrg: A. Permitted Materials Collected by Other NowlaeluFhe Frerwhlse Healers. Permitted Materials Collected by a party that has executed a Nan -Exclusive Franchise Agreement with the curry for Rolloff Container Collection SeMces. B. PermN4tl Mmedab Collected by Clry. Permitted threaten mlleMd by the gµrs mumccpal collection openHOn Including: hI materials Collettctl using equipment, such as Cams and gins, not regulated by this Agreement (g) materials Collected from ON facllides, and %pedal evems and venues sponsored by Me Chy, which mr, be collected In [and, gins, or goRON unhadm n by the Chys munitiWl collection operation or City, crews. C. Donated Recadable Materials. Recyclable Materials Generatetl in the Ory Nat are Source SeWntetl and donated by Me Generator b youth, clN4 thematic, or other mnprent organizations. D. Materials Nwled by Owner ar o¢upard, W he Cpn4xYer. Permitted Materials that are emaretl from any Premises and are Transported to a Disposal Site or Pmussing5be W (I) the Ownsror o<apont of such Premises, (Ip by mildme employee of Owner or Oaupmtthzt uses the Owmis or OmrponPs equipment m banspart mareries, or (III) by a construction or demolition contractor performing construction or cemoritbn went a the Premless, Mose removal of the Permitted Materials n incidemm to me service being performed (as defined in Section 6205(Q(in) of that citys Municipal Cnde) and such contractor removes matedais st an additional or separate file using comrMofs employees and contactors equipment. E. Green Waste MWedal. Private collection of Green Waste Material resulting from landscaping or gardening service performed by the person mllectng such materials. Clay of Fresno poll -DN Agreement Page 13 4/8/11 F. Mer Recyclable became. Private collection b/ arc/ person or company that tansports Recyclable Materials through use of tts own vehlcklsl, and recehef no compensation M such Collection or Transportation. G. Materials goods public Ylpob end Offer Government Facilities. The removal of am malwdls generated by public played, titles, the Comity, or f rdeal fadiltles (won the damages of these famnbs subject: to az us.e seNon sgsllal). 92 CITYS NIGHT TO GHANT MULTIPLE NON-EXCLUSIVE AGREEMENTS The Clry may grant to an unlimited number of Occasional Powers similar neareaclughe-ganNlse agreements for ROlOff Cnntalner Collector, Tranaporta on, Recycling, Preclool , Composdn& and Disposal of Permitted Materials. 4A CITY'S RIGHT TO EXCLUDE NEWLY M MOOED TERRITORY FROM GCOPE OF FRANCHISE The City reserves the right to atlude territory Nat Is answered Into the corporate limits of the Clay suberseci tmthe Effective Oatefrom Ne scope oftbg franchise. 4.5 AGREEMENT CONSISTENT WfFH APPLICABLE LAW This Agreement and scope of this marriae shall be Interpret" to be consul with Applicable law, now and during Ne Tam. If future ludlclal Interpretations of current law or new laws, regulat am, or Judicial Interpretations Ilmd the ability of the City to local pruvlde far the gape of smites as specifblly act forth herelm Contractor agrees Nrt the some of the Agreement will be Ilmtted to thou services and materials which may be lawfully proNtled Nry and chat e Oshall net be responsible for am lortprefits ar leases claimed W Contractor to arig out M limitations of the scope of the Agreement set Oft herein. In each an event, it shall be the respomlbllhy of mntmaor W minimize the hanNl imwctof sudrfuNreludiclal interpretations or naw laws. Once petmMed Materiels are placed In a Roll -Off Cantalnerier Collection by Contra6w, Ownership and the nglat to possession of such materials shall transfer directly from the Consul on conbaRor. On a short-term basis net to eaaM more than five (5) calendar date per year, City may obtaln owrwNsip or possession of Permitted Materials placed in Ne ROIIOH Container for Collection, for purposes of wage characterization silence, upon written notice to Contractor of Is Intent to do so. However, nothing In this Ageemesn shall be amtnrerl as Wong rise W am Inference that City had won ownership or possession unless such women notice has been Shen to Contractor. City of Fresno mgOff Agreement Page 13 4/8/11 4.7 NOTIFICATION TO CRY OF NOWFFIANCHISED HAULERS If Consraclor ran produce evidence that eater Persons are UIIeNng Pe,mM1[M Materials and do not have rights to do an as granted by poneacholve franchise agreement with the Cry or ahe,wise, or In a manner that Is not mnsismnt with the Chys Munlawl Conde, Conpaztor shall podly the Oty In writing, wlNlde that nd telephone nmamwitnesdngsmo company ccs, me Permitted nbdceshall Include rive name and telephone number of the Persona! company Collecting Pmmimd Mi w lif th known), the date Me Cnhvioltionesudthe never, granted ballonofthe Rolldrnchise. along with Comm[[ofs evidence of the violation of Me rlgMi gnn[etl by Ihls nomvclwlve franchise. ARTICLE 5 COLLECTION, PROCESSING, AND DISPOSAL SERVICES 5.1 COLLECTION Contractor Is hereby authorlaed to Catlett Permitted Manuel from residents and businesses In the Clty using Roll -Off containers. Contractor shall Coll PermlRed Materials from Customers that voluntarily subscribe to or request Roll -Off COMabrtr Collection servlws from Wnrnchot. Connector shall provide its Customers wMM1 a RoIFgl Container for Permttmd Materials Collection or shall allow W Cusmmers to pmvlk a Roll-0if Ocntalnec Contractor shall called Permitted Materials from Premises as hequently, s scheduled by Cnnactor or as mutuapyagmM with Cameroon, big not less Nan once a week for Solid Well and Organic Materials. Contactor shall provide reques[N service to Its Customers and shall charge Customers fw service A pzws mutually agreed by customer and Cooperate. Contactor shall Transport Solid Waste Clmc[M pursuant to this Agreement W the Designated Disposal Site and other machinists m an Approved Processing Site Nat has been selected! by are Damascene and approved by the City. the Approved Pette log Snots) most be able m demonstrate Diversion rates in accordance with Sections 4.1 and 5.3. Cntaaaor may enter Into contracts with Cabmen for Collection servios provided Nat In he ase shall the corm of such contracts Weed beyond the Term of this Agreement, and Provided that In toe event Me Cry movements this Agreement the commas with any and all Costumers shall terminate on the nomination date of this Agreement - 52 PROCESSING AND MARKETINO SERVICES A Processing. Contractor agrees to Transgrt and deliver ell all DID it counts In the Clay to the Approved MD Processing Sim, till all Recyclable Maderads it Collects In the City to the Approved Recyclable Processing Site, and IIIA all Organic Materials it Collects in the City to are Approved Organics Processing Site. pool from the DID, Recyclable Mrteriab, and Uremacs Processing and Composting aNVI[les shall the Disposed of by Contractor or Its Approved Processor at an Approved Disposal Site sehected b/ Cmraaor In actomarce with RNpn 5.4. Contractor selected the Approved Processing Shield and Approved Disposal Shoals), whish are Identified In Out of reason Roll -Off Agreement page 14 4/8/11 EMhlbtt O. Contractor shall permit or arrange for she Ory to Inspect lM Approved Processing Shall) and phserve amorphous at arty time during the Tenn. Contractor or Its Approved Processor(s) shall possess all permits antl approvals recewry, for use of the Approved Processing mels) In fun regulatory complhnce. Contractor shall, upon Cory request Promote or request from W Approved Proommor(m) and prov l ropes tot repro of violation or permits to the Ory. Upon request of Me City, Comacise shall provide a cerdtied statement from Its Approved Procesmrts) mn'mentig its Diversion rate. If (OrM[Mr elects to use a Pmcrosing Seals) that he different than the Approvetl Processing Shall) specMM In Exhibit D, N shall request wrinen approval from the Gty slaty 10) calendar boys prior to use of the eine and obtain the CflS's written approval no labor than ten (m) calendar days prlor to use of the she. If Contractor Is amble to use an Approved Processors 51@ due W an emergency or sudden unforeseen dosrre of the approved Processing Sao, Contractor may use n alternative Processing SRO provided that (I) the Contractor protides verbal and written noOm m the City within twenty-four (14) hours of use of an alternative Processing Site, and (II) she allematNe Pmressing5lte Ill permitted and In compliance with all Applicable laws. The written nor shall Include a deacdptbn of the reasons the Approved Processing Site Is rot feasible and she periotl of time Contractor proposes to use the anematwe Processing Site. Contractor shah use the alternative Procevers; She for no more Own twenty-kur (14) hours without mal Chys written approval. S. Marketing. The Contractor or Its Appro N Processor shall be resptomible for marketing C&O, R¢rytlable Materiels, and Organic Materials Collected In the City and Diverted. Wnractar and/or Its Approved Pnome—T may retain all revenues generated hom the sale of Permitted Materials that are OWerter. Upon requer, Gntrattor or Its Approved Proresaw sMll provide proof (In the form of sales ecelpts showing enduser) to the Co"Itat all Up, Rerydabk Matedab, and Organic Materials Dberted are marketed for Recoding Or reuse In suM aner that materials shall be conskered a Diverted In accordance with the State regulations established by she Act All residual mmdal from the Possessing activities Mat Is not marketed for we lMll be acmuntetl for as Disposal Tormage at a permlttetl Disposal W. No Permatetl Material shall W transported! W a domestic or fOrelgn loation If Solid Waste Disposal Of such material Is Its botemed use. Contractor or as Approved Processor shall provide the City, upon written request wall a at Of broker/buyers it mal market C&D, Recyclable Materials, and Organic Modals Mverted. City may malt brokers or buyers W cvnMm that materials are being Roosted and Divarbd from Dlspoml. afontrador beommes aware that a broker or buyer has Illegally handled or Dlipmed of material generated by the CIry or elsewhere, Contactor shall Immediately Inform are CM/ and termimtehsmmra¢orworkdngrda omhlpwi sudpart'ImmMlately. C Pmcaslns and Marketing Costs. Contactor shall pay all some associated with Processing and marketing of Remolded! Materials including payment of any We fees charged at the Approved Processing5aes. City of Frewo Poll -off Agreement page 15 4/8/11 5.3 MVEIISIMSECIUMERIEMT Untractar shall Dhart imm landfill datpml at door III SD%by weight of all UD It Colleen wifin the City, (II) 70% by weight W all ReCYCII Materials it Collects within the City, and (1II) M Ed weight Mall Organic Materials it Collects Mth n the Ory during each calendar month by Pmcessir0. Respoing, or Umpoxting some or all Mths C®D, Rerydable Materials, and Organic Materials Collected. If Central hath W meet the Diversion requirements stated In the preceding paragraph during a calendar month, the CM may terminate the Agreement in accordance with Section 11.5. 5.4 DISFICIM A. disposal of Sold! Weser CWletted. Coetrarl shall Transport all Sold Waste Ullested In the Ory to the De9gnated Disposal Site, which the Dry specMes shall Ise the American Avenue Until In Tranquilly, California. Unbattorshall pay all casts despoiled with Transcending and Idma al of Solid Was@ Including payment W any gate fees larged at Ne Deslgraahtl Disposal Site. B. deposal of P Wllg Rmld e. C ntahslor shall, or shall require as Approved Prprasspr W, Dispose of residue from Promsing of MO, Reryclable Materials, and Organic Materials Unlined within the City; that are not Deserted through Processing accolade, W Transporting the residue to an Approved Disposal Site specified In Exhibit 0, which Is lawfully authorized to accept such material. G PermMed She. Uemactur or b Approved Processor shall only Distance of materials at a permhted Disposal We chat is In full regulatory Wmpliaose. Contractor, or Its approent Processor, shall keep or confirm all addI Formula and saturants necessary for use W tat Database Smi In full regulatory compliance. Untrupor shall, upon request, provide copies of notices W violation or Formal the Clty. D. ComPllmmVothRgladms.Comnttor ahall powers and mmpy with all regulations In armor at the Dezrgnated Disposal Site and Approved! Disposal She(s) and cooperate with the operator thereof with respect to delivery of ScIld Woods, Including directions to unload URatier vehicles In designahtl areas, accommodating oceraHaee and maintenance actlMies, and complying wIM Hazardous Waste exclusion programs. E Dtspml at Approved she. Commutator, or Its Approved Processor, shall net gspose Of such residue by depositing It on any Publlccr ulosom land, In any dais, stream, ormrerwaWway, or In any amtary sewer or storm drainage system or In any ober manner which violates Applicable Jews. Contactor, or its Approved Processor, selected the Approved proposal She(s) for residue 01spowl spectral In Exhibit 0. Untractor shall amrge for Me Cary to Impact the Approved Discussed SNI and sham operations at any time during the Term. F. Alternative Dlspmat Ate. If CcartraGrr, or Its Apprmed Pro essor, elects to use a Disposal Slte)s) that Is shipment than the Approeed Dlspoal Shills) listed In Exhibit D, It shall reque d written approval from the aty So calendar days prior to use of the site and obtain the Chirs written approval no lat"an 10 calendar days Fall use of the she. Oty of Fresno Roll-OffAgreement page 16 </g/1l If IbmmMp or I6 Approved Pmmuor, Is unable to use the Approved Disposal We due to an mergencr or sudden unforeseen closure of the ApprwM olspmal 91H, CprMttor, or Is Approved Prommsor, may use an alternative Disposal She provided that (1) flue Conmxmr pmvNes verbal and written redone to the Gty within twermt-bur (24) hours a use of an ahemame olspad Sita, and pp the ahemahve proposing She Is NIM pwmttted and In compliance with all Applicable laws. The written mane shall Induce a description of the reasons the Approved Disposal site k not feasible and Ne pedod a time Cantrpctor, or as Approved Processor, proposes to use the after m Disposal Site..Contraetor shall use the ahematkn Disposal Site for no more Nan twemy-four (24) hours without obtaining Cliffs wdtlen approval. 5.6 BILLING Contractor shall bill all Customers and rolled billing in accordance with Contractor established Rata, which are set In a manner confident with Positions of 9 Ic n 9.3. The CardrMor shall prepare, mall, and collect bills for shall Issue wittten recedes for cash payments) for Demotion services provided by Contncoc Contractor shall be responslble for collation of payment from Customers with past due pointers. Comreaor shall maintain copies Of all Elllings and receipts, feet In reonologir I order, tortes is) years after eylmlon or termination of this Agreement Contractor shall Wrieve and make afaUble to One Otv copies of the billing and receipts within the is) dM a the Directors written request fat the billing and receipts. The Contractor may, at Its Orden, maintain thou records In computer form, on mlamcbse, or in arty other manner, Provided that the records un be preserved and removed for Inspection and vxMati ss Ina timely manner. SA CUSTOMER SERVICE Demander dull maintain a outlines office within the City or within a reasonable distance of the any limits approved of the Director. The butness omce shell staff at least one customer service reweuntxlve fapable of OCCOM g payments from Customers, answering mMce questions, arm messing Catomer smlce Issues. Cpmrxmr shall Tuve a n SCC amoe 6sot P.m., Monday number and shall n pr staling meikhle to answer d O Gam at kart d vo a.m. u 6W p.m., Monday Nmugh Fddry. An answering maNine stall record Customer ells and voke messages between 6;W p.m. and 11:00 a.m. ARTICLE 6 STANDARDS AND REQUIREMENTS FOR SERVICES, EQUIPMENT, AND PERSONNEL &I OPERATING DAYS, HOURS, AND SCHEDULES A- bays add Hours of Collection Gty of Fresco Roll-0ff Agreement Page 17 4/9/11 1. Residential Processes. Delivery or Collection of a Rolloff Container to or from Residential Premises shall only occur between the hours of 6:00 a.m. and 6A0 p.m., airy day of the wept 2. Commemlel Premises, OellvervOr Colle¢lon ora Rolloff Coolalnerto orhom Commemial Premises that are 200 feet or less from Residential Premises shall onN occur between the hours of 6:0) a.m. and 6:00 p.m., arty day of the week. Delivery or Whectlon of a Ral14)ff Conainer b or from Commerclal Premises that are more than 200 feet ham Residential Premises shall only occur between the hours of 5:00 a.m. and TAO p.m., any day of tla wake. The Directur may require complications t0 hours for delivery and Collection from CommeNal Premises fa resolve mise complaints, are, In such ase, the Director may changethe allowable appealing boors. 3. Fvrepnbnv In the event of an unforeseen circumstance, the COMa[me may deliver or Collect a Roll -W Contalner from Residential or Commerdal Premises chat art 200 feet or less fmm Residential Premises between the hours M 5A0 a.m. and Mead p.m., upon prior written approval from the Director. C Failure to Comply. If the Comrxtoe edge o comply with the Chardon hours desatlbed In this Section, the Cnntnetor sMll My the Clty UquidatM Damages a described In Sacdon 11.0 and Exhibit A. 81 COLLEC MVAUNDARM Ill InstruNms to custmta Comracmr shall Insisted Customers as an any preparation of PemlttM Materials necessary prior to placing in the Roll -0R Cardainer. ComaeMr shl In Worse form, Inform all C timers as m the acceptable materlalsthatan be Included! In the RolO Wrralmrand am unacceptable mrterlalsto be excluded from Collemlan. 6.2.2 Cam of PrMte Property ComoROr shall not damage private Property Contactor shall ensure Na be employees: 1p close all all owned in making COIIMions, unless othetwlse directed by the CUMmep hall do not cows ImMsci areas; and pill co not climb or lump over Ihadi and fenm. City shall refer complaints about damage to private prepare to Contractor. f ntnetor shall repair all damage to private and public property caused by Its employees to Its brewers common, 61.3 sluw AIatement A. Mlnlmhadan W6p11k. Contractor shall use due care to prevent vehicle oil and vehicle heal from being spilled or scattered during ColleNan are Transportation operations. M any Permitted Materials are spilled orsattered during Wrectlon ormansmradon operations, the Contractor shall promptly clean up all spilled and scattered materials. any of Fresno Roll -W Agreement Page lg 0/g/11 ConNtlor shall not transfer loads}rom unto vehlsk to another on any public street, unless It Is ecesurym do an because M mechanical £allure, hot load (combustion of matured In the truck), Accidental damage m a vehicle, or unless approved] by the City. If Contractor fall N Danforth some or all of the requlremenis described In this Sedan, Ne Cmrcraclmslull pay Ne City liquidated Damages as described In Section 114and ExhlbttA B. decamp. both Collection vehicle shall carry prme[[ive III a broom, and shovel 9 all time For cleaning up Inter and absorbent material Par pending up liquid saffs. The Contractor site discuss Instances of repeated spillage not caused] Wt with the Customer of are Prembea where spillage occurs, and Camector shall report such Instentes to City. If the Control has attempted m have a U=Mer stop creating spillage but b unsuccessful, the cDy chid attempt, upon notice bythe Connector, to many such crouton with Ne Customer. C Cammng of Loads. Contractor shall over all Ralb Gardners a the pickup location before Trampoline materials m gevem Permitted Mamrlals from recording during Transportation. 6.1,4 Xelse All Colledldn operations shall be conducted] as quietly as marble and shall conform m Applicable Law. Contractor will promptly resolve any Comments of notes during the morning or evening ham of the day to the sandal of the City. In the even of repeat occurrences of mise levels In eaess of 75 db(A), the CantraMrshalI pay doddered Damages Inacmrdance with Secdon 11.4 and FiMbttA B9 VEHICLE EECILHIR NEI A. demand. Vehldes coed] to provide services under this Agreement shall be ken In a sake neat, dean, andry condition, atoll times. tiUnr00 Otslsm keepl Damages dee In a sok and sanitary mndklory Me Cantra[tot shall WY Ne (]ly LlquidaW Damages as dexrbetl In sedan 110antl BBlbhA S. 6pecgknims. Cnntracmr shall register all vehicles wIN the Where Department of Motor Vehicles. All such vehicles shell comply with California EnAronmenWl Protection Agency (EPA) cause emission and air quality regulations and ether applicable noise control rerydatlons. C Vehicle ldentllkatlon. Wntnttafs name, Ideal telephone number, and a unique idenMOXon umber for each vehicle used] to provide suardoess under this Agreement, shall be Prominently displayed on all vehicle; In ones and numbers Nat are a minimum of 4 inches high. Contrectorshall notpbre Ne Chyslogoonlisvehicks. D. Clarence and MelMerence 1. tlaNal Collection vehicles shall be thoroughly washed] and [horodarly steam cleared as frequency as necessaryto present a dean appearance of the exterior and Interior compartment of the winkle. 3. Maintenance. Contractor Shall Impart each whide dally to ensure Nat all equipment Is operating pmiserly. Vehicles, that are cot meriting properly shall be taken out of service until they are repalred and operating properly. Contrecmr shall stomach all scheduled malnumance City of Fresno WWII Agreement page 19 4/8/11 functions In accordance with the manufaturers speanatlmu and schedule or In accordance With C111frmia Highway PaVol standards, whhhewv arc mare stringers, Contractor shall geeo accurate records of all vehicle maintenance, recorded according W data and mileage, and shall make sixdl records avallable to the City upon request to the exlem necessary to perform the Irsp rdlons described In SeNarc 6.3.F and G.B. 3. Repairs. Contractor shall repair, or arrange for the repair M, all of its vehldes and equipment for which repairs are needed because of a sdent, breaFdown, or arty other cause, m as to maintain all equipment In a aft and opeabie condition. Central shall maintain accurate records of repair, which shall Include the date/mlleap, nature of repair and the signature of a maintenance supervisor hat the repair has been Properly "Contrast 4. Storye. Contractor shall arrange to store all vehicles and other equipment In safe and secure lomtionls) In accordance with Otys applicable zoning regulations. E. Opxation. Vehides shall be operated In compliance with the California Vehicle Castle, and all applicable safety and local artlllunres. Connector shall not lad vehicles In pecans of the manufacturer's rrmmmendatlens or Ilmhationa Imposed by State or Seal welght restrictions for "hid" and roads. Contactor shall have each Collection which weighed a each Approved Pacesslng Sites or Oeslgmted Disposal She to da nanIne One unloaded welght ("tare welghC) of tM vehicle, and the total loaded welgM of each ball delivered to Ne Aspinwall Processing Shmand Designated! Disposal She. F. VMlde Inspection. City may Inspect veMCMs at any How to determine nmpllanm.with the requirements of this Agreement. COMmctor shod make vehides avalable to the City and/or Fresno Counry Health Department for IMpedlon, at any frequemy Ory reasonably requests. 6.4 ROLLOFF CONTAINER REQUIREMENTS A. General. All Roll -Off Containers shall meet applicable Federal, State, City and local regulators forsahM1y. B. SpedgMlans 1. PswMM !®loge. H the now of materials spend In the container may result In leakage of Ilqulds, Contactor shall hake prevutlon to prevent the leakage of liquids. In accordance with Settlon 17315 of Charter 3 of The 34 of the Califil Code of Regulation, ROR-0H CantaNers used to COIIect garbage and pubesable ma@dab and/or prbage and putresdbles mored whit rubbish shall be nonabsorbent, water-dghq vector resistant, durable, sadly cleanable, and shall be designed for safe handling and the o ntonsavent of mouse. 2. Prn61pn of SuhkNM Cassia . In accordance with Section 17315 of Chapter 3 of We 14 of the Californla Cade of Regulations, Containers far phage and rubbish should be Nan adequate sloe and in sufficient numbers to wasu n MtMM overflowing, all the refuse chit a housaMltl or MM1erestabllsbment generates within the designated rerruval period. 3. Use N CMlbhwrs with Leu tion Tan (>o) Cubic yarlis of Capsdry. R011-0fi Containers with capacities of less than can 110) cubic votes may only w used for the purposes of Collecting C&0. City of Fresno RMI-OHAgreement Page 30 4/B/11 G Rel60q COMYMrldenekkallen. NICoMaMrgrovidetl golWffComalners sM1all promlmmty display the Contractors mass e, loot telephone number, a unique Rolb Container IdemMcadan number, and a list M acceptable mitedah. As appropmae, RolWff Containers shall he labeled far: Sold Wane, RecWable Materials, Organic Materials, or C$D. Such Iabeling may be temporarylabelf In the form of magnedc at detachable signs. If Contractor big W comply with the plwisions of this Sestan 6.4, the Contactor shall pay the City Ilqultland Damages as described In Section 12.4 and Unbent D. Cleaning, PMMIM and Maintenance. All Roll -Off Cantapers shall be mafmalmd In a safe, serviocable, and functional cardigan, Contractor shall steam dean and repaint all MlWff Coal at lean every two years, or more frehnordy to present a clean, graflltl-hn appearance. E. gpl4gk Cggabrer IluPoakons. City may Insped Rall -Off Computers; a[ anytime to dema llne o any frequency it r arbors. TheConmethe night toe mhlbk en a use ofla y Me CM/ at any heglenry k recomply The Ory shall have tk,lent m 6.4, Me use of arty Roll -Off [oMalnertha[fallsrocomply wlNthe pmvisbm In this Section 6.4. F. Abandon MI -0g Comelrlen. Contmocr shall act Abandon any Roll -Off Container used to pmvlde Permitted Materals Wheat" seMms under this Agreement If tM Contactor Abandons a Camractor-owned RallIXf COMalner, City may remove the Roll -OR Container and Process and Dispose of the comenan If the Ory remoras a Rall -Off Container Abandoned by Contactor, the City may charge contractor for the CINs opens Incurred removing such RmwX Contarner, mnsparthfu ROc¢4nq, and Dispming of Its contents, and/or the Cast of nwime such Rall -Off Container. Contractor shall reimburse the Gry, for such cons within fourteen 1141 mmndardaysMmedatedMe C1NsIwmmtotMConhoorrorsl w .Iftrre Contactor does not pay Me Invoice amount wnhln fourtmen 1141 day; the City shall become the Roll -0R Container Owner If the Imolm stated the Otis Intent to heloma the Conalner comer In lettering Mat (wed URolntfont. FOrthe purposes MNis Section 6.4.1, "AWndon° mermthe following: I. Contractors failure to remove a WMnMr-man Rall -Off Container within flaw (5) calendar days of rosining a written request from a customer or the City or within five (s) camndar days afserde lamination of the summer service agreement between Contractor and the Customer. or 1. Contractors %]lure to mrove a CaMnctDr-own III Container within can (1D1 wleMar days upon evyirwon or termination M MIs Agreement except In dee rase where Contractor has been granted an extension of Me Term of the Agreement w Contractor has been started a subsepuent agreement authoddng Contactor to Collect and transport Me type or tyles M materials far which blue Roll -Off Container was coed pursuant to this Agreement Cry of Fresno Roll -Off Agreement Page11 4/6/11 6.5 PERSONNEL A. General Contractor shell furnish such qualified ddvers, maintenance, supervisory, Customer erviq de iiral and mher perannel as may he nesesary to protide the service required W Nb Agreement in a safe ant eMclentmanner. B. DP er OualMcatwnc All drivers shall be trained AM gmllfied In the operator of Collection vel and must have In eHett a "lid Ilcense, of the appropriate dass, issued by the Glifomla Department of Mawr Vehicles, Contractor shall use the Oass 5 CalNomla OhMartment of Mater Vehicles em ikenif'Pull hualce Pragrl to mother its drivers for safety. C Sally Training. Contractor Shall provide suitable operstlonal and safety tra nfing far all of ffs employees who operate Collection vehicles or equipment or who are otherwh a directly Involved In such FedeRbn, Dkpasal, or Processing. Onntnetar shall Inln Its employees Involved In collection to Identify, and net to collect, Haardoaa Waste or mfealeus Waste. Upon the Otis mquen ConVattar shall pravide a copy of is safely, poRcy and safety tmmmg pragnm, me name of safety Officer, andtW frequenwahstalnmgs. D. Employee Conduct end Grumman. Conerxtar shall isle Its best efforts to ensure [lust all employees present a neat appearance and conduct themselves In a courteous manner. CnntraGorshall regulartytmen It emplose m In Clutamermurtay, shall prohibit the Amount loud or profane langmge, and shall IMITUCt Callettion employees to perform the work as quietly as possible. If any employee He found not to be courteous or net to be performing services In the manner required by this Agreement, Contractor shall take all appropriate mrmi measures and shall pay the Ory liquidated Damages as claw an! In Section 11.4 and ablbit A. F, Employee ItlenlMratlon. While performing sources under this Agreement, all of the Cantfacwes employees performing field service shall be dressed in clean dahea and shall wear badges that Include the employees name and/or employee number, and Contractor's name, as approve! by the City. 6.6 HAZARDOUS WASTE INSPECTION AND HANDLING A. Response to Rummel us Waste Identified duel CWMIon. If Cantacwr dNemllnes Mrt material placed In any will Container far Colla on Is a HaoNous Waste that may not legally he Disposed of at a Disposal He or handfed at differ Prarssing Ate, or presents a hazard to Contractor's empluyem, the Cnmrattor shall reM1ne to accept well material. The COIttrMw shall cement the Customer and request the Customer to allergen proper Disposal. If the Generator cannot be reached Immediately, Me Contractor shall, before leaving the Premises, leave a tag at least two Inches W sd mass IE' a El In sees, which Indicates the reason for Musengw Collett the material and HIM a phone number for Abdominal learnt on proper disposal of the Haterdow Waste, Under no clrtmManos shall Conbattar's employees knowingly Collett Haamdous Wast. If Havadous Waste Is bund In a RailORContainer net could otowly msuR In Immment clanger to people or property, the Contractor shall ImmedNmly notify the Ws Fire Department using the 911 emergency number. Oty, of Fresno Roll -Off Agreement Page u 4/g/11 The Com radar shall wtMy the Uy of any Hou dl waste IdeMlned In Roll -of Coasts rs or left at any Premises wmmn 24 hours of Identification of such material. B. Respome to Haswell Wastes ldemlNed of named Me Or pr ing SBe. The Contnttor, or ha Appmamd Processor, or Olspmal Site operator shall Provice load Aeckers and aqulpment operctors a the Providing or Disdain Sites) to Idandl Haaardous Wastes far storage In approved, onsite, maintain materials storage mrniners). Cmdranor shall make reasonable efforts to IdenMy, antl Potty the Customer. Coal shall arrange for removal of the His ardoe Wastes by Permitted haulers In dominate with Aidyllable laws and regulatory requirements. If the Hazardous Wastes delivered On a Dismal Site or Processing Me W Contactor before Rs presenw Is detected, aid the Demeanor cannot be Identified or felt o remove the mammal After sent requested to tla m, me Contractor shall amange for Its miner Disposal. The Commoner may make a Sued hath effort to recover Memst of Disposal ham the GenerAar, and the casl e%aR, as well as the coal Ol l shall be cha igeabie m me Generator. C. RBguNdom and Record Seemly. Connecter shall comply soled emergenry notlfloWn Procedures required by Applicable laws and regulatory mquiremems. All records required by regulations shall be maintained x the CantnntO/s facility. Thee records shall include: weed mantests, waste Imenteries, weed cheracterizatbn records, Imprison remrtls, Incident reports, and training recoNi 6.7 NON-OISCHININATON Contractor shall not dlsulmmate In she pmY Ian of service or the employment of Persons emptied In cedormance of this Agreement on account of nce, miop natural origin, ancestry, Mlgbn, gender, marital state, muss annotation, coq plryal®I or mental dlnbniry lft bla kn as any MPrcable law. iLg COMMUNICATION ANO COOPERATION WOII Cl A. Wmmunio s. If requestetl, me ContrMar shall meet with the City orb agent n clones seNl¢Issuee. S. InstesHoe by CNy. The City, or b designdetl reprom adwes, shall have the right to mare and review Dartmoor opentiom, PmOamr g She and Dispoal Sites used by Contractor, ani enter Communes Premises for the Purposes Of wcb observation ani review during reasonable hours without atlwnu monde. C. Coopmete with @yinlNmed.Mmles. Contractor shall coopenn with ani assist the Clry, Or its agent with the peMortnance of City -Initiated smdles of Permitted Materials such as, but nM Ilmhed m, waste characterization and mmpositlon outlies. Cdy of Fresno Roll -0R Agrement Page 23 A/g/11 ARTICLE 7 RECORD KEEPING AND REPORTING 7.1 GE7gFJEAL 7.1.1 MtlntenarhwofRmr@ ContmWr agrees to conduct dam collection, Inlarmatbn and record Al and reponing activldss needed to comply each andto meet the reportingand permitted Macetlals Wopern management needs of (Icy, the Aa and other AppliI Laws, and the requirements of this Agreement This Ankle is Intended to highllgM the general nature of records and repots W be maintained b/ Central and Their minimum comznt, This ANcle Is not meant W comprehensively call "at the records and reports are to be and their content. WET the written direction by or approval 0l City, the cords and reports W he malmalned and poll by Contractor In accoMnce w10n this and Rarer Amides of the Agreement shall be 4uated In number, former, or frequency. become and repoMM may he husband W refiettmrrent rt[aN keepingaM repacking requirement. To the extent such requirements are set out In this and other Ankles &this Agreement, they shall net be considered Ilml[hIg or neaessaoly mmplrte. Az Retention of Reonds Unless oMerwise enquired In this ArTcle, Contractor shall retain all remrth and data required W be maintained W this Agreement far the Term of MIs Agreement plus five (S) years atter Its Winona or earlier termination. Records and dam shall be In chronological order and readily and easily interpreted. 7.13 exemption of Rewnds The Dry, hs audMrs and other agents, shall have the right, during regular business Mars, to Impact spLiifia documents or records real Icy This Agreement or andollar meads or relmrm ofthe Contractor tort the City shall deem, at Its will dlsveuon, numsmry to evaluate the Contrucha:s Performance pronged for In this agreement. The Cary may make topics of any documents R deems observers W this Agreement. The Ory shall damme Diameter written note he least three (3) Business Days poor W any impeNon of these records, and Contractor shall retrieve and make pathetic W the City, the hequoteid dmhments and records at that tame. The Dry reserves iM right to Inspect herds far the purpmu of auditing the Curram Ms repons, reserved DMrslon level, and fee payments to the (by. If an audit conducted by the ary, or he representatives, Ands: (1) Mat the Contractor has made any Intentional m%reprnenta0nn with respect to the fees dues W theary(e.q., Franchise Fen or cal fees due to the CO) In an woman weather Nan $1,000 or ]Me of the fen due W Me ary during the period cwamtl by the aatl14 whkhaver h greater, or (III that the Divemon level is 5% different than the Pull level rammed W Me Contractor, then In addl0on W aha other remedies available W Me ary, Contractor shall reimburse the City far Me Dtys costs Inclined In the perfarmnl[e of the audit. Such reMbursement shall be geld by CnnhMar, along with am underpaid fees and Liquidated Damages required by Section 11.4 and Exhibit Ay Petro thirty (30) calendar days of the date the thy remarks the Contractor of the amount due CM of real ROTI -Off Agreement page 34 A/8/11 MA Passed Xarlty, Contractor shall mention adequate reard security to preserve records from evems teat can be ostensibly anticipated surd as fire, defy and earthquake. Electronically maintained pace add records shall be protected and backeal 7.2 REDOROS 73.1 Flnantlal and Openrlanal Federal Contractor shall maintain panel and complete accounting recortls anbinled the underlying floamlal and Operating dads redting W and showing the basis for amputation of all mrenum associated vdM proWtlirlg Permitted Materials Wastages TramportRlan, PrrcuHry, Recycling, Ueda adnb and Disposal servic¢ The a uounflng records shall a prepared In accordance with Geneelly Accepted Atcounfng Principles ill consistently applied. Are minimum, to fall"I a Opeatimwl remal shall be maintabgd by romratur for Oty relating d: A. CuRomeracmuns lnbmlance and adding cards; B. Tonnage of material[011eqed b(type lag, gold Waste, Reryxkble Malarial, Organic Materia, or MD) listed by Processing Site or heposal Ate where slxd materials were dellvered. Where possible, Information Is Up be separHed by Residential and Coromandel Customers. C Tonnage of Reryclable Materials, Orpnk Material. and C$D Discarded from Domasal by Contractor and supporting documentarl D. Dererslan avid, WM1IN shall equal Tonnage DbrertM W Contractor divided by the Tonnage Collected by Contractor multiplied by 1W, listed separately by month for the prakus quarter. Tonnage Diverted shall reflect Permitted Materials Processed less residue Disposed. E. Real levels of Proa'aded or Communed materials. F. Weeld tickets from ip Designated Disposal Ste documenting the Tonnage of Solid Waste Collected wil the C1ry and delivered m the Deslgnxed Disposal Site, pp Processing Show tlocumemirgthe Tannage of Permitted Materials Collected within the Ory and delivered tope Approved Proasslrg Ates; and, iilll Appmved Disposal Sees de umeming the Tonnage of residue delivered W Approved Dlspaal Slues byvehilq date, anddme. G. End use and markets for recovered materials. Connector shall make records available to the Ory upon request. 7.2.2 Customer Records Connector sell malnmin accurate and complete respect corNining the number add types of accounts rretl by the Contractor. The records shall andira, at a minimum, the Uncovers name, type d business, show number, address of Poll CDntainerdelivery and Collection location, peace of delivery and Collector, kemized Eveng of services performer, type of Permitted Marded udgma etl, Tonnage City of Fresno RoIIORAgreement Page 25 418111 Collected, and the amount charged to prodme services Ire Information shah be provided to the City, upon rtquert. T.0 CE Upfelue Reads Cloy Arms its aWliry to defend I6eR aNlnst CompreMnslve Emlronmentai postponer, Compensation a Mobility AR (CERCU), and reWted Ihigation as a matter of great hnnsrtance. For this renin, the Clly repaMs hs ability to prove where Permitted Maerlals Cullected W the ComnMr are taken bur Paxvin& Recyclln& CompMin& Transfer, or Disposal, as small as where they are not talmn, to W matters of mlrcem. Contactor shall maintain, retain and preserve records which arrestabllsh where Permitted Materials Calldted were Processed, Comported, and Disposed (and therefore establish where they were not). Thai provision Nall survive the eeplratlon or earlier formulation of this Ayeement Contractor shall malmainthce records for a minimum of ten(10) years beyond eaphation eadlertemrhnadnn afohe Agreement Contractor shall provide Nese records to City (upon request or atthe end side record retention period) In an abandoned and Included! manner rthq Nan destroyNR or dlrpoamgot Nem. TS GENERi REPORTING REQUIREMENTS The Format of paper report shall be approved by Off. Contractor may propose report formats net are reponshre to the objectlw•s. Contractor agrees to mall a copy of all reports and submit all reports on computer dlsa, by email, or by modem in a format compatible with CIWS wLLware and computers at m additional charge. Contractor will provide a certlflation rtatemenp under perehy, or perjury, W the responsible ContacNr official, that the report bush" submmM Is true and correct W Ne Gest knowledge of web official after their reasonable Inquiry. Untrector shall submit monthly reports wMM1ln fifteen Drs) alelWar days of Ne end of each month. If raerovaar does not submit the monthly reports by the dates required in this hunts, Cnntaca shall pay the ORy Dedicated Damages as described in Section 11.4 and Eahlbh A. Camnttor shall submit (via mall and amall)all sports to: solid Waste Division Mana"er City of Fresno "B EI Dorado Street Fresno. G 93706 7.4 MCINTFILY REPOFET "a momhhy report shall present the imlabg Information. A. TONT Tannage. Total Permitted Materials Tomwge Calkcted by Contractor halNln the City during the previous quarter, listed separately by mati Who and W month. B. UFrerted Tannsge. Permitted Mmedala Tonnage Whooped by Contractor within the CM than was Diverted doing the previous quarter, listed separately by material type and by month. Oty of Fresno Real Agreement Page 26 4/"/11 C YlFpoud Tannage. Permitted Materials Tannage Callected by Contractor within the City Nat was Disposed during the prevMus quarter, )lend separately by month. D. pennant level. Tonnage Diverted by Cmnnctar divided by Ne Tannage Collected by Contractor muHlplkd by 100, Mated separately by month Bar me previous quarter. Tonnage given" shall reflect Permitted Materials Processed Int residue Disposed. E. MD. Tonnage generated from commucten and terminal permitted sbs, noting the permit umber, tit site address, the Tannage hauled, the date trebled, and the facilities to which the material wu hauled. F. ObpmJ and Processing; kootlwn. Contractor shall protide a list of me names and addresses Of where Permitted Mal Collected within the City during the previous quarter was Diverted and Disposed. Such IIat shall Include Me amount of Perm hed Materials Tonnage Diverted and/or Disposed at Fact co tion during the Warrant quarter, dated separately by mrtedal rape and by month. G. Revenues. Gross revenues (e.g rash reniptsl earned on all nzQ Container Collection, Transportation, Prarssing, Recycling, WmpoNng, and/or Disposal tension provided ho Customers within the City during the previous quarver, listed uparelely by mane. H. Imurarw. Ordered Insurance certtflates. 1. Outcome Ildormetion. In table formed, the number of Customers within the Ory Ilards served and number of RolF ZmAmmors servind per monk listed by Roll -0 Connllwr type (INmp Bos or Compactor), Roll -0 Container size, and IWO separately by Permitted Mazz al type, and regularly schedule seMce and unscheduled lonoll) sconce. J. Goniomat Officers and Board Membra. Proved a In of ConfractB/s oM¢rs end members Of its board of directors IanN requlted win the December monthly report each year, Or In are event of a change In the officers or boartl members). The C y re ryes the right to request additional reports ham Contactor, and upon CN: request, Connector Shall provide Information requlrad above for the time period requested by Me CRy. It Is the desire of the Clay to track the above required Information on an ongoing basis throughout me tent of this Agreement 7.5 MgagC OUY RURCHARDE REPDRTIND Contractor aceawledges Oi tClry k a party to Nat certain AB 939 MemonMum of Umkrsten Ping with the County of Freaw and various Other Jurisdictions dated January 6, :Mg (the 'AS 939 MOU'I, and further a[knowktlRs having maNed and mlexed a copy of the Al 939 MOO. The Parties agree Hart Untrmtor Is a'Jurisdiction's Hauler, as that tam H used In Part IV, Section H of fine AB 939 MOU.. Contractor shall comply with all requirements of Part IV, .Section H of the At 939 MOU that am application a lutlsdicioda Hauler, indudlngbm not limit" te automated of reports and payment Sri A0939 Surcharge las that farm B defined In the AB 939 'Al City of Fresno poll -011 Agreement Page 37 4l ARTICLE 8 FRANCHISE FEES AND OTHER FEES SA GENERAL Contractor shall waled the fees described In this Section from Customers through Comrectpfs regular billings and mmit collected amounts to Cay on a monthly basis as described in Sodom 8.5. 83 FRANCHISE FEE In consideration OF Me exclusive rights provided Contractor herein, Contractor shall pry Franchise Fees to the Chy each month equal W 1M of conal gross Pate revenues (esreamposs) restated M Cm omrtaf by Customers brservlres provided by Wntractor antler this Assessment 8.3 OTHER FEES Tha City may set °ocher" additional face, as it deems neressarv. The amount, came, and method of payment and adjustment P OOOS wlll be set In a mummer all that for other fees descdhed In this Arnold, SA ADJUSTMENT TO FEES Off may adjust the fees established In tat Anide antra lM at any flays during the Term of this Agreement. 85 PAYMENT SCHEDULE AND LATE FEES On or before the 00th day of each month during One Term Of this Agreement Contraoor shall remtt W Clay Franchise Fees and other fees as described In this Miss, if such resonances Is not cold W the Cary On Or before the IDth day of am mouth, contractor shall pay in addition W the armed awed W City, 2% of the amount awing for On month; plus an addftlonal 7% mail on any anted hashose for salts following filmy (So) calendar day period the fee remains unpaid Each mcnNty remittances W Clay shall be aaampanied by mtemem Itaurnam s each fee mid; tleGiling calculation Of all fees; Staing aGual all revenues leg. soon receipts) for the monthly surlod collected from all Operatdns conducted or permitted by th4 Agreamem, and sating the number and she of Cnnbiners serviced by Contractor for the monthly period. Gch rerMarltt InrlWing,Il supWrtne documentation shall be provided to: Attn: Ory Controller, Fine me Data motor ON of Fresno 36010 Fresno Street Fresro,U 93]]136M Oti Formal Roll -Ulf Agraement 4/8/11 page Ig 8.8 OVERPAYMENT OF FEES If Contrustarbelleres It has paid Franchise Fees or other fees as tlemdbed In this Amtle, in excess of the fees due to the City, CmmmRDr may submit a request for mfund to the Director. If proof of overpayment Is satisfactory to the Director, Ne Director shall campsite the Ory in refund the overpsyment an the Nnbactnr. Conmactor shall ret apply any overpayment as a treat against any Franchise Fee or other amounts payable to the Ory, unless specifically authorized to do so by the olmclorin wrRing. 9.7 NONL TY FEES, M 999 COUNTY SURCNAIROE Pursuant to Set lon 7.5, Untractur shall pry the Umny of Frmerw an A8 939 surcharge as applicable In accordance with the AS 939 MOD. ARTICLE 9 CONTRACTOR'S COMPENSATION AND RATES 9.1 CONTNACTOR'S COMPENSATION Comnttol's compensation bar performance N all Its obligations under NIs Agreement shall he: III actual Rate revenues said to WntrazNr big. cash reci p15I by Customers that obtained CaMncto(i Wlletion mMreslwafe¢duesto the[tty In accordance With article S. and pp revenues generated by the tele ofCollened materials Diverted from Disposal. Conba[tos; compensation provided bar In this Micas shall be the full, entire, and com iWim compensation due to Contractor Pursuant to this Agreement far all labor, equipment materials and overfeed, Pramsin& Composting ant Disposer necessary 0 fees. City llth In the, bonds, acerbeaa, operations, Agre prefix and an other things netazsary m perfann all Me cervixes In Me mannas requiretl by this Ageemervt H Omm clor's cess are more than ContnRofs rnmpanotlon, Condamparsball not be aompenseted for the difibrence in costs and revenues. M Contractors ensu are less than UnbaRo's Wmpemrtion. Contractor shall retain the difference. 93 CTS RIGHT TO SET gtAlOMUM RATES TM Ory nuerves the right to establish maximum Rates for Permitted Mamill UIleclbn services provided under this Agreement in the event Mat (a) there are three or fewer companies holding non- exclusive franchise agreements for CollecWn of Permitted Maferals or Ih1 the Hums tlrarged by the companies holding non¢rciusive franchise agreements bar Collection of Permitted Materials are no longer comparable to those of otheriurbdintions, as reasonably determined by any. If the City chances on exerdsl Its right to set maximum Rare, City shell notify C ntractor at least 180 calendar days prior to the date that maximum Rata become effective In such rase, City, will set maximum Rata with Clryof FresnokifWAgrmment Page 29 a/g/11 consideration of reasonable and necessary costs for Correction, processing ComP=IM and Disposal and with the Intention of setting maaimum Renes that will enable parties, inducing Ne Contractor, Nat have executed Nan-Exduslve Franchise Agreements with the Oty, for ROfiOff Container CORectkm Services the ability of remover mmOmWe and necessary costs and a reasonable profit 9.3 CaOMAMOR'S NATES Contractor shall set the flans It charges Ra Customers for Rolblf C011eNon services. The Comractor's Oates shall not exceed City -established maximum Fares, If the Choy examines it rights under Mmen 93. ARTICLE 10 INDEMNITY AND INSURANCE 10.1 INOEMNIFR:AIION Contactor shall IMemnlfy, defend with counsel acceptable to the City, pmttR and Mid handless the Ory and each of Hs officers, officials, employees, wlumeers, and gents (mlleghely. Indemnitees) from antl against all Balms, clan agas (including but not limited m spedal, consequential, w[ure mapurces and Punitive farmers), Injuries, costs, Iincluding Without limit any and all response, remediation and ramoval mats), lasses, demands, debts, liens, liabilities, antes m action, suits, legal or edml themmure promudlgs, armed, fines, charges, PenaMrs, and expenses (inciumng witllwn limit attorneys' expert wlmeu fees aha msfs Incurred In connection WIM defending agalM any of the Magi or In enforcing N4 Indemnify), (co escha ly,'Cam qi of any kind whatsoever Mid, Incurred or suffered by, Or asserted apL¢t, indemnities arising from or atiolbubt eto the acre or omissions M Commoner whether or not negligent or otherwise culpable, In mnnectibn MM or related th the performance of fres Agreement except such loss or damage which was aused by the sole negligence or willful mbmndutt of the City. Cunteaer's duty m defend and Indemnify herein shall Include Damages arising from or attributable to any opeatiOM, repairs, darmup or cletodficatun, or other plan (regardleas of whether undertaken due to governmental action) concerned any Haaadous waste Cnneeted In the Cary. Cn w shall be required to Indemnify the City for ase costs for any claims arid, from Me pmcassing, Compoul or Olapovl Of permitted Materials, Including but not Ilmttetl to, daims arising code the Comprehemhe EnNronmental Response, Compensation and tiabllle, Act (CERCIA). Tha foreplg b Intended ro operate as an agreement Or defend and Indemnify and Mid h mpand ledemnhres to the full eatenr pelmMed for liability pursuant to S rcden ]W(e) Of CERCIA, @ DS.0 X chum Muria) and Catlbmla Health and Safeq Cole Section ]5364. In addition, Comlactors duty to defend and Indemnify Mesa includes all fines and/Or Mauhles Imposed by the Callfprda Department of Resources profiling and Recovery, subject to Ne restrictions set forth In public Reseurres Cade Section 40(1 If the requirements of the Act are but met "a ets me Permitted ma to Contractor delayin providing Information chat presents Co ts mnRw (tor ty frvmsuchand heliumdueg lHlg reports requiretl by the Act in a timely manner. Off of Fresno ROII-W Agreement 4/8/11 page 30 This crewman Mil suahe the elipmation or earlier termination W this Agreement and shall Cot be cunstrved as a waher of hunts byCIW w contdbu0nn or Indemnity from third pants. 102 INpONRNCE 10.21 Minimum Scope nl lmorance Coverage shall be at least in broad as: A. Insurance Services OMA Commercial Geceral LIadIHy tannage. L Personal injury 3. Counsel liability B. Insurance SAMgs Ci mvedng Automobile Usually, rode I *" auto'. A. Worker's Comperue ion Insurance as required by the tabor Code of one State of California and Employers Utility imurence. B. Such Other insurance Coverages and Rol as may be required "a COY. IOU MlplmumllMhdlnsurence Contrattorshall maintain limits no less Nan: A. General OabI1M/: $1,000k000 each occurrence for bodily Injury and proper damage, $1,=,000 for personal and advertising Injury; $2,01M WO products and completed opentlom annuaa4, and $4001 general aggregap, HCommerclal General liablllty, Insurance or other Conor with a general agareal liability Is cast, either the general aggregate limit shall apply separately to this Pmle Accatian Or the general abandons done shall be twke the required occlumno llmlt. 0. Aummoblle 0ablllty:$1,W],CW ceraokembr hadlly lnjuryantl proper tlamage. C. WaMerY Compensation: Workers' compensallon limits as required by the labor Code of the Steteof California. D. Employees tieNW. $1,000,030 each accident for troy Injury. 51,03) W] disease each employee. $100),000 tlluuse pollry limb. E. Pollution legal uaWllty: $Loudrhasgi our cialm/o¢urrence and $;CN.Wo aMr4ao far hrlry Injury, Property damage, and remediation of contaminated site. 30.33 DruWMesar gelNmured petantlnm Any deductibles Or sent-Inacred retentions must W declared W and approved "a pry. At the optlon Of has City, ehhhec the insurer shall reduce or eliminate such detluNbles or naFAsurel retentions as respeds the City, Is Officials and employees, or the Contractor shall procure a bond guaranteeing Payment of lasses and related Inwrtlptions, claim administration and defense tautness. Clry of Freund polbff Agreement Page 31 4/8/11 10.2.4 Other Insurance Pmakion The Rebates are to Contain of be endorsed to con on, the following prwisbm: A. General 4ahllr and Automobile Jabilr IOmerages 1. The City, Its o rs, officials, employees, agents and volunteers are to be covered as additional Insureds as respects: liability arising aid of activkks periormed by or an behalf Of the ContrzMp products and Completed operations of the ContnMp premises owned, leased of used by Me funttec[or; or automobiles awned, leased, hired or horawed "a CmrtnRac The Coverage shall contain no spMal limitations an the stype of prohNon affoNed to the Clry, Its officials, employees, or volunteers. The aubmoblle liability is entlorced to contain MCA -90 average. 1. The Cnntactor's Imuance mveage shall be primary insurance as respects this aty, Its officials, employees, and wlunteers. Any Insurance or self-Imuance malnxlned by One City, AT afllcials,employees, or volunteer shall be Comes of Me Gmtactori Insurance and shall not cmttrlbute with It. 3. pry future to comply with reporting pmvblons of the pollches shall not affect coverage provided to the City, its officials, employees, or voluntmrs. a. Coverage shall state that the mnnecrah Interna shall apply separately to each Insured against whom claim Is made or suit Is brought, except with respect w the limits of the Insureh llabllr. B. waNsn' Campensminn and Employers uamllry Owerage. The Insurer small agree to valve an rights of subrogation against the qty, Its officers, employees, and volunteer for losses secure from work performed by the contractor far the city. c An Coverages. Each Insurance policy required by this clause shall be endorsed to state that veage shall not be suspended, wised, canceled by eitMr Carl aakeel In overage or In limits except after 30 calendar clays' Odor written notice by certified mall, Mum retelpt Requested, has been limen to the Cr. 102O5 p Mbnlryelnmmm no Insurance polies required by this Section shall be Issued by an Insurance company or commands auNodaed to do business In the State of CalHamia and with a racing In the most recent adman of Best's I nsurame Reports of she category VII or larger and a aHrrg classlflatlan of A or better. MI VxlHauonof CCwnge Cuntractar shall furnish Contractors Insurance agent a ropy of these spe ifieatbm, and direct Me agent to provide the Clry Coir ceNflatm of insurance and with Critical endaruments affecWlg caveage required by the clause. Issuance of daam¢naHon Indicates the Comn[a(s Insurances compiles with these prwlsbm The Certificates and eMorsemenr for each insurance Pilot are to be signed by a Person authmded by that Insurance pled coverage on Its behalf The cenmcecesand endorsements are to he fecehetl and approved by the City before work commences. The Ory may require complex, teamed copies of all required Insurance policies, at anytime. Oct of Fresno Roll -Off Agreement - Page 3E A/g/al 10.i] Raqubed Endenamenn A. The Workers' Campensatlon poliry shall cortaln an entertainment In substantially the following form: 'PhIM calendar daysprior sudden notice shall be given W the City of Fresno In the event of concelladon, fecomon In coverage, or non -renewal INmK poliry.' Oiretorof Public LMlWes Ory of Fresno 2600 Fresno Street Fresno, CA 93721-3620 B. The CommerdaI General uabllity, Business and Automobile Lo or Why, and Pollution Legal Liability polkles shall amain endorsements in substantially me mlmving form: 1. ThIM calendar days' prior unborn notice shall be given t0 the City a Fresno In the event of an¢Ilation, reduction m coverage, or nonrenewal INNis po0ry.' Director IN Public Gtllhks IXy of Fresrw 2600 Fresno street Fresco, G 93721-3620 2. 'Tie Ory IN Fresno, its officers, employees, and agents are additional Instance on this belq• 3. "This poliry, shall be considered primary insurance respects any other wild and collealBle Insurance malmahred by the Ory of fresrea, including any sell -Loured retentron or pmgmm of selfimurance, and any other such Insurance shall be considered mows Insurance only. - 4. 'Induslan of me City of Fresno as an insured shall not affect the ctry's rights as renal any claim, demand, wit or judgment brought or covered against the WnVaRoc Thb poliry shall Protect Camraclor and the Oty In the same manner as though a separate policy had been issued to each, but this shall not operate to Increase the UndrxtPls Ilabllty as set forth In Me paltry beyond the amount shown or W which the Contractor would have been liable if only one pied had been named as an Insured' lot peMeryaf PraalINCwerage Slmuhaneously with the mecution of this AareemeM ConirMor shall foment me Clay yetilaab or each policy of Insurance W Ory. required hereunder, In form and substance satlzla[tory . Such certlOcmes shall show me type and amount of commge, effective dates and news of external of policies and shall have all required movesentenn. d me Ory requests, copies of each poliry, together with all eMorsements, shall also ce pmmptry delbered to City. Renewal certgiates will ber furnished annually w City to demorutmte maintenance of the required covewges throughout me Term. City of Fresrw Roll Off Agreement Page 33 4/8/11 W.i9 ONmlmuwnw Bequlremems A. If any services are delegated too Subcontractor, The Commaorshall require such Submntracwr to prorlde statutory WmAh& Compensation insurance and employeh Ikblllry Insurance for all Mme Subcontractors employees endoged In the work in Accordance with Sections 10.2.2.0 and 10.2.2.13 and 10.2.4.11. The liability Inmrznw required by Seatlnn 10.2.2.A shall cover all subwmractors or the Submntwcter must famish evidence of Imurenm previous by it martin all Mme regmremems M m45ecdon 10.2. B. If at any time during the Ilk M the Agreement or any summon, Contractor or arty of its subcommcwa fail or maintain any required Insurance In full force and effect, Contractor shall be In bmach of The Agreement until fence Is deal by City that the required! Insurance has been restoreo to full force and effect and that the premiums therefore base been Paid for a Period aminfaaory to City. Any fallum W maintain me money Insurance shall be suMclem use for Clty to terminate this Agreement No action taken by Cry purwant N This Section shall in any way relleve Contractor of its responslbilidis under this Aw eement. C. The Contractor shall comply wM all requirements of the Insurers hsuing pollices. The coming of Immune shall not relieve Contmmorhom aWobiigation under this Agreement. If any Claim eageeolK the amount of any deductibles or sett Insured reserves Is made by any third pecan against the Combaagr or arty Subcontractor bavuse of any Occurrence related to this senescent, the Connector shall promptly report the fans In wmlrg to the Insurance carrier and to The CAy. D. The Commercial General tiabllHy, Automobile Llabllily, and Pollution legal ilabllity Insurance Policies $hill be women an an-ocrufrenci Order Than a"claims made -basis. If Comrectorb unable to purchase Pollution legal Llablllry Insurance on an Occurrence form and must purchase such lnsuranre on a Balms made from 1. The^gebo 0ate'must be showr% and most W beram Ne erretthire date of the Agreement or The wmmencamem M work by Contmaor. 2. The polity, shall W endorsed to primme rot has than a syear discovery denied, This requirement shall survive explwtlan or termination of the Abasement. 3. If coverage Is canceletl or non-renrewl and not regared with another chimsinade polay Tom with a'Petm DMd prior to the effective dMe W 1M Agreement, Contractor must Purchase 'recorded rea iumme coverage for a minimum of 5 years bordeing The expiration or terminnhon or the Agreement. 4, Amay of the claims repoMng requirements must W submitted to Cay for review. 5. These requirements shall suvlveexpilrtbn or tormnrtlon M This Agreement. City of Fresno Noll -M Agreement Page 34 4/8/11 ARTICLE 11 DEFAULT AND REMEDIES 11.1 EVENBOFDEFAIILT Ead of the following shall comatose an event of default ("Eventaf Default-) hereunder A. Connector falls to perform In Obligations under this Agreement or (mute amendment to this Agreement, Incheing but not hefted to, Contractor's fallure to My Fenthlse Fees and Other City fees in accordance whin"cle 8 of this Agreement and the beach northerner more than 10 Business Days after Wrkcen real from the City For the patentor thment H. Contimall h0u a to Divert SM Of the C&D, )1M of the Recyclable Matemes, and gOfi of Organic Materials Collecnd In the City ae requited by ReNan 53 of this paramount after Commuctor is oven an opportu adeno remady Ne nonperformance as desalted in Random 11.5, C. Any representation, warm, or disclosure made to IXy by Contractor in connection with or as an Inducement b Interin t into M6 Agreement or any future amendment to this Agreement which proves to be false Or reduchimg In and material respect As of Me time such represemadan Or disclosure Is made, whether Or not any such representation, warranty or disclosure appears aupart of WsAgreement, D. mere Is a nature Or atbdmem (Other than a pre -judgment attatLment) of, or Nor affe airy possession on, the operating equipment of Contractor, Including without limit Ib whit es, maintenance oroMa facgllles, or any partthem(Mwch proportion as to substantially Impair Conformities ability a perform underth& Agreement and which cannot be released, bonded, or Otherwise llRed within 48 moor euludlng weekends and Holidays, E. Contractor files a voluntary Paul for debt rellef under any applicable hankrulsrry,imolvenxy, debtor railed, or other similar law now or hereafter In effect or dull nonsent to the appointment M or taking of possession by a real liquidator, asseree (other han as a part of a Nnsfer. of equipment he longer useful M Contractor or mandatry far this Agreement), trustee (other than as security For an abllgatlon under a dead of true), custodian, sequestrator (Or dollar official) of the ConteMr for any win of Contractors Operating mean Or any subra lel part of (contractions property, or shall main any general assignment bar the benefit Of Control creditors, Or dull fan general to coy Contractors debts as they become due Or shall take arty action In fuMerance of any afthe forefilnS F. A court baaing jurisdiction slullenter a decree or enter far relief In respect of the Container, In any involuntary wu brought under any hunkruphy.Intestacy, debtor relief, or similar law now Or hereafter in eReM or Cort for small consent to or shell ill to oppose any such proceedin8 r any such court shall enter a descent or order appointing a mother, Ilquidal assignee, custodian, trustee, seque4eer (Or similar Ofnclal) of the Container or for any part of the Contractor's Opearrting equipment or assets, or Orders me winding up or liquidation of the affairs of Contractor, City of Fresno Roll FIR Agreement Page 35 4/8/1] 112 RIGIR TO TERMINATE UPON DEFAULT Upon a default By Contlecteq da CAY may terminate this Assessment within 10 calendar days of the default but no later than 180 calendar days after the default. Such termNatlon shall he effeRrve 10 calendar days following the ChYs written notice M Untrettm, and such termination shall be effective without he need for any heaMe suit, or legal anion. 11.3 CRY'S REMEDIES CUMULATIVE; SPECIFIC PERPoRMANCE The Clt's right to terminate the Agreement under StMEM 113 Is Int exclusive, and the City's terminates of the Agreement and/or the Impmrclon of Liquidated Damages shall on amdt rs an elMmn of remedies. Instead, these dgbtt shall be In addition to any and all Other legal all eque le rights and remedies which the City may have. By virtue of me nature of the Agreement, the urgency of timely, Mnbnuses and high quality XMrs, Use lead tlme required to effect alternative service, and the rights grome d by City b the CpntraRoq Me remedy of damages for a breach hereof by Contractor Is Inadequate and City shall be entitled to Injunctive relief. 11.4 LIDUIDATED DAMAGES A. Geneatl. The Parties find that as of the time of the execution of this Agreement, it Is impaidCA, H net Impossible, to reasonably ascertain the eaten[ of damages which shall Be Incurred by Orly as a result of a breach by Contrctor of Its obligations under this Agreement. The facers relating to the Impracticability, of ascerth ing damages Include, but are not limned to, the fact Ban: III substantial damage results to members of the public who arc denied answers or denied quality or mines service, pp such breaches cause Inwmenienq Brands, frvNatson, and tlepdvation of the benefits of the Nreement to individual members of the general public for whose benefit MIs Agreement adas, In sublective ways and In varying degrees M Intensity which are In olable of measurement in precut monetary terms; fill) that sellas might he available at sub "aby lower amts than mterrathe services end the monetary loss resulting from denial of services or denial of quality, or rellable sellas U Impossible to akWNs In PrMse re resmry patterns; and (N) the outnumbers of this Agreement for such breachum, all offer remedies am, at best, a means of future correction and east remedies which make the public whale for past broadness. B, Serve. Performance Standards; UquMapd Damages for Failure to Meet BR res The Parties further acknowledge that comisten4 reliable poll -W Cnnesdam, Promising, and Disposal service Is of utm art Importance to City and Mat CM1y has considered and yelled on Contractor's representations as to IS quality Of serve. commitment In eaecial this egreement. The Pada rmWlze that name tunnel standards of Performance are neremery and appropriate to ensure consistent all reliable service all performance. The Partme; further recognize thM 4 Contwmr falls to achiew the performance stenGrdy or falls to submit required documents In a timely m neer, Itty and Its residents and bminersm will sinter damages, and that It Is, all will be, Imprwr hal all extremely difficult to ascertain and determine the este amount of damages that any will suffer. Therefore, without prejudice to Cltys right to treat such non-performance as an event of default under this Article, the parties City of irecom poll-INf Agreement Page 36 0/8111 agree that the Lgmdaled Damages amounts e4aelbFretl In FibrorcA of this Agreement and the following bquldtted Damage amounts replesal a reasonable e9lmate of Use amount of mtli damages mrideft all of the drum Ines ubtIng an ties Sheathe Data of sols Agreement, Inducing the relationship of me sums W the range of harm to City that mrmnabry could be anticipated add the a ildpatlun that proof of acual damageswould be mrtlyprlmpmclol. - Contractor agrees to pay las uqumated Damages and net as a permity) the amounts set funs In the Schedule of Uquldated Damage; U nibit & City may determine the occurrence of averts MAN rise to uquldated Damages through the observation of its own employes or representative or Investigation of complaints by Ustormry aavpanb, and Germi U i ldated Damage will only be messed after Camractor has been given the opponunity but filled m rettgy the damages as tlesmlbN In this Agreement. Before wssmssing Uquldaed Damags, sty shall give Conrattor notte of Be intention to do An. The rrotioe wail Include a bila Lemn-li of the hall and/or rmnyeriorananCa. Tse sty may review land make onples at had own expense) all Information in the povemelon of Conmamor rela ft to Incldeni and rwnpertarmanm. Clay may, within 10 mender days After Issuing the Peace, request a meeting with Umractoc Ory may present evidence of narvperformance In writing and through tummany of ccs employees and others relevant to me Incldeals) and nanperfomurlm, Cm, will provide Contractor with a written explanation of its determination on each Incidentjs) and ran-perrurmanw prior Ce authorizing me assessment of ugoldered Damages under this xNon 13.4. The decision of City shall he final and a"hill cwt be subject m, of required to exhaust, any former administrative remedies. e Amgensty may Bass uquldated Damages for each C lendar day or event, as appropriate, that Wntndur Is delemlined to be liable In accordance with this Agreement In the amounts spedfled in FiabRAsubjen m annual Adjustment descri below. The amount of Liquidated Damags spedfled In Exhibit A shall be adjusted annually on the anniversary of the Effects¢ Date. The adjustment shall be munded m she nearest Carl D1edicated Damage amours shall be adjusted m reflect changes Inure Consumer Price Index - All Urban Consumers (CPI -U) mmpded and Published by the US. Depamment of Wism, Bureau of tabor Santa Its or As successor agency, Wng the following Bureau of Udder SmUsUef parameters. • notseasonalryndlusted • Area -Int Anama Aiverslde-0mNe County, CA • stem -All Items • Base Period -Val Ill The formula Cr annual adjustment is as follows: Adryseed Lgoadated Damage Thenarent Uquldated Damage Amount Amnunt - mart current Cvl-u/previous 11 -morn Bl -U Chy of Fresno Boll OF Agreement Page ST 4/11/11 Current uquldeted bemap Pmoum.Ill MOR rerendy publbhed Index(January 20MI=22xil Ind" Wdshad 21 months prior an most rem Italy Published Ind" (January 2009) = 220.219 (Wfcasted liquidated Damage Arm unt= $150.00 x (224.610/220,219)= $2UM R Me{PI-D Is discontinued or revised dul the Term by Me United States Department of Labor, such Other government Index or mmputatlon with which it Is replaced spall he used in Order to obtain subetantially the same result as would be Obtained If Me CPI No not been discontinued or revised. D. nming OF Payment Carnal spell pay any uquid Damages assgsed by City within so calendar days ofthe date the Liquidated Damages are assessed Ifth"Wernnpeldwithinthe 10 -day period, Cay may order the MrmlnaDon of the rights or "frindrise" granted by this Agreement. 115 CIVEHSCNNCNIPERFORARMCE If Me Cont2Ror's Diversion level is less than 5016 car MD, less Man )Mg Fw Recyclable Mrterlah, and/or less than 9034 for Organic Materials Collected In Me City for a monthly repatlng period, the following steps shall W followed W Me City ail Dmdmator. A. Wemlry. The City shall Issue a written warning to, the Contractor within 30 calendar days of ecelpt of Me [onbatols morl report documenting the Diversion level for the monthly reporting plumed. TM1e warning natlre shall specify Me amount oftlme(i.e.'correction pnbd') the CHY Rias Me CaM2Mr to improve Its performance and most the Diversion requirements mellned In golden 5.3, B. Oppertunlly W Improve Parfpmama. Ttre Cpmral shall ml its Collection, Pmcestlry, Diversion, and public education and ouVeach progams (subject w the City's appmvd) to Improve Me DNemlgn levo. At the end of Me correction Period, Contractor shall submit a wmften repot w MO City Imemifyiry the Diversion level and Providing the supporting documentation. If Me City determines that the Deal level el or exceMs Dlvemmn requirements deBnM In Seatbn 53, Me Can[rMw shall continue M perrmm services In such a manner as to mountain of Improve be Diversion level and the City shall evolve Its rights m proceed with Reps oudlneN In subsection C cuts 0 of this Section 115 dumM Me remainder M therrCurtem reporting Period. C llquMRed Damage If the Contractor falls to improve the Diversion level or that It is equal to or gramer Man Diversion requlremems defined! In Section 5.3 by the EM M the mrreRion perlM granted In subsection A Of this Section, the chy may levy, and Contractor shall any liquidated Damages described m5etmn 11A D. TermMation of the Agreement. If Contractsr's falls to achieve a Diversion level Mal equals or eueeEs Diversion requirements defnem in !emon 5.3 within are months of Me date Me Chy Ievled Liquidated Damages, the failure to meet the Diversion requirements refined In Section City Of Fresno Roll-Off"ement Page 39 4/g/ll 53 shall he consltlektl an event of default and the Ctty may terminate the Agreement In accordance with Secdon 11.2. 11.5 CONOOIONSUPOIMMMAMM In Ne event one Agreement Is terminated under the Provisions ofthis Arthi Ne following conditions shall be a mve: A. Prohibit RaibN Collection Servlms. Contractor shall have no right or authonry to engage in RoILOp ColleeNon services In the Ciry for a period M five Kars from the date of termination. After No spars, should the Contractor Pmm de Proof Met Me event reusing the Contractor to default under this Ageement has been conceded, the Contractor may reappty for a non- aaduchap all Collector service franr}lise, and the Cry, M the sole and complete discretion OF the Cry, mw reinstate the Central Waco on review of its reappllcatipn. S Cambial Mutation. Contractor shall remain Ila hie to the Cry Por: L Fees due In accordance code Article 8 that mold otherwise be Payable by the Contractor 2. liquidated Damages assessed pursuant to Section 11A 3. Repmts required by Article? for Ri Whetted atthMes perfmmed by Contractor up to and Iaduding Me date of termination. a. Indemnity ONalmoses under Section 10.1. 5. topped wetting and retention obligations ander stolons 71 and 7.2. C. RNease Customers and Genvernrs room Obllyalbru. ComrMnr shat anew Permitted Madenals Generators reeved by CpnyMr to arrange far Pemritted Marshals Wiseman seMceswhh a homer autMnxedta perform suN ceMces, wltleu[ penahyor lial+lllry far brearft ofanyrontrattisso en ContnRorand IIs Customersor Generators. D. Remove RONiRf Carol Contractor mall remove all of Cornmeal appCof Cantairers from all of Contractors Coll¢Non locations and shall properly deryds, Protea, [omlaed, or Dispose of Permitted Materials In such poll -0R Containers. ARTICLE 12 OTHER AGREEMENTS OF THE PARTIES 12.1 RELATIONSHIP OF PARTES The Parties Intend that Contractor shall perform Ne services required by this Agreement as an Independent Contractor mounted by Cos and not as an officer nor renewed of to City, Per as a proper of. or Joint venturer with, Me CM NoemployeeorageMof Connacmrsballbe.wshallbedeemedto Ciry of Fresno pall-oRAgreement Page 39 4/1 1 nd, an employe orattntafthe Ory. F...Pt as aatpr ably provided herein. Cantractor shall have control verthe manner and mean of conducting the gollOff Container Wheadlon, Tnnpartatlan, Proressiny P.ecrvfing, Campoagng and Musposal services performed under the Agreement, and all Persons performing such services. Contractor shall he solely respomible for the am and omissiorw of 14 ofhnR, employees, Subcontractors, and seems, Neither Contractor nor hs officers, employees, Subconbamors and agent shall obtain any rights to retirement benefits, workers- compeoratlon benefits, or arty other benefit which asime to Ory employes by virtue of their employment with Ne City. 12.2 PEXMfB ANO LICFANIEB (sntramor shall obtain and maintain, at Contractors save cost and expense, an permits and licenses apoloble to Wntrami's meamms under this Agreement which are required by any govarnmemav spool 12.9 o IIIAMAN0E WBNLAW Contractor shall, at an Strom, at 1b role coat, comply with all Applicable Laws, 12.0 OOVEWNG LAW This Agreement shall be governed by, and construed and shorted in aeoNane with, the laws of the State of California. 12.5 JUNISIll "lawsuits between the Parties arising out of this Agreement shall be brought and conductetl in me courts of Fresno Com ty in the State of plHomla, which shall wive exdnlve fumsedim n over such lawsuits. WhM1 names s m venue, the PaAln agree that thus Agreement Is made In and will be performed In Fresco munry. MIS BINOSIOONSUGOESSONS The Pravlslon of this Agreement shall Inure to the benefit W, and be binding on, the successors and Pamhtled assigns Mlhe Parties. 129 ASSIGNMENT Neither Party shall assign It rights nor delegate or otherwise transfer It obligations under this Agreement W any other Person without the prior aMtum consent of the other Parry. Any such assignment made without Me consent of the other Party shall he void and Nw attempted assignment Chit of From galFOfl Agreement: Page Q e/8/11 shall commute a metrial breach of this Agreement. Under re circumstances shop any assignment b r considered by Off, If Control Is In tlehult an am time durinit me ported Mcpulderzaon. 12.8 PAR-DESNIINTEREST Nothing In MIs Agreement, whether express or Implied, Is Intended to confer any rights on any Persons other than the Parties to R and their representatives, successors and permitted anions. 129 WAIVER The union by enter Party of any breach or violation of any provisions of this Agreement shall not be deemed to be a waiver of any breach or violation of any other pmd9on nor of any subs ement breach of violation of the same or any otter provision. The subsequent acceptance by either Party of any monies which become due hereunder, shall not be deemetl to be a waiver of any pre rdaing or concurrent breachorvolation bythe other Pi of am Provision ofthls Agreement. 1210 NOTICEPRGCEWRES All noNtts, demands, "cluesq Pmcogls, lawmen, comments, and other communications which this ARreament requires, authorizes or contemplates an, shalt be In wining and snap ether be seasonally delivered to a representative of the Parties a[ the business below ordepositrA in the United states man, first class poataee prepaid, addressed i sfollows: A. If to City: Public Otllnks Director Cnyof Fresno 3500 Fresno SL, Mom 3065 Lresno,G 9383-3614 D. If to Contractor: WEST C-0ASf wA.SIE, INC. 30]] S. GOLDEN STATE FRONTAGE ROAD LRCSNO, G 93M The address to which wmmuniytbns maybe delivered may be changed fmm time to time by a notice given In accordance with this sector. Notice shall he deemed given on the day It Is Personal dethrered or, If mailed, three calendar days from the date it is deposited In the mall. Oty of Fresno Roll -off Agreement Page 41 418111 14.11 REPRESENTAl1VES OF TIIEPARNES References In Nis Agreementfo the "City" shall mean Use City Coun rl and all Mons m be taken bythe Ory, shall he taken by the Orr Council except as provided below. The City Coundl may delegate, In wrNnih austerity to the Director and/or to other City ofndals and may pemltt such OMcbb, In tum, W delepte In writing come or all asuch authority to subardbwte Offiprs. The Cantncmr may rely upon actions taken by such delegates If they are within the scope afthe authority Rural delegated to Mem. The Contractor shall, by the Effective Date, designate in writing a responsible officer who shall serve as the representative of the Contractor In all matters related to the Agreement and shall Infarm the Cita In writing of such designation and of any IMiatlom upon his or her authority M blrW the Cantactor. The City may rely upon action taken by such designated representative as salons pt the Contractor unless they are Outside the scope 0the authmU delegated M him/her by the Contactor as cammumanom to City. 1214 OMMINA A"VM OF CONTRAOTOR 11.121 GImIreIANVRy For purpose ofthis small Criminal Activity shall mean any of the fallowing events or dravmdm s: A. Capsicum. The entry against any Contractor Party or Ita Offal of a criminal conviction ora permanent mandatory or Prahll munctlan from a court, municlpaliry, or regulatory agency of competent Jurisdiction, based on arts taken In his or her official lapdry on behalf of Wntractorwith resile ttu: L Fmu i or criminal offense In connection with obal attempting to obtain, procuring or performing a Public or private agreement related W muralWl solid Waste services of am/ kind (including Celkalon, Transportation, traM¢r, Processing. Recycling compospul or Disposal). Includlne this Agreement or any amendment thereto; 2 Bribery or attempting W time a public officer or employee of a local, sate, or Federal Wenn,; 3. Embazil M, eMartlan, racketeering, false claims, false statements, forgery, falsiflatm r or destruttion of records, obshuttbn of helmet, knowingly receiving mien property. all or misprision (cal lure to distlase) of a felony; a. Unlawful dupual of Havrdom Wastes, the commerce of which any Contractor Party Mew or should have known; S. Violation of antitrust laws, including laws retaHng to prico-ptlna, bllrigging and ales and marketallocatim, and N unfair and anoL mlaetlWe trade practices laws; fi. Nolatlon a securities laws; antl T. Felonies. City of Fresno Roll Off Agreement Page01 0/0/11 B. PIM. Entry of a plea Of'gatte, "rola contendereor 'ns vantesf by a Contractor Party based on acts taken In his, her, or Its OMcial capatry, on behalf of Contractor wllh reopen W the conduct dean$ In Pr MIn85e[4on U. 1E.1.A. 12 13 Nvtb Cama bor shill notify City In writing within five calegar days of Occurrence of any Criminal AttMry by any Contractor Pam. 13.11.3 cPlmatoraare Upon Occurrence of any Ohninal A.c[Nity, Contractor shell Immediately do or nested be done all of the Wllowing: A Terminese from empmymem or remmx from office any offending Indvidual Cuntrectar Pam, unless otherwise directed or ordered by a court or regulatory agency of comcetentludsdlnlon or authority, and unless that termination would constitute a branch of any labor agreement entered Into W tormenter, and B. Eliminate paNtlpallon by any offending Indradual Contractor Pam in arty marogemenp supervision, or decision act that alfefts or could afttt, directly or Indirectly, she Pertormansx of the Conmctor under this agreement 13.f3A TmM"W Nlrlq contractor shall net allow or cause W be albwed to hire or transfer any Individual from arty Parent Company or subsidlary company or business emery of Com for who has committed Olminal AtNhy as a tmhracar representative, field auReJ", officer, w director who Is directly or Indirectly responsible for performance of Nis Agreement armed obtaining prior written opaasem of shy, folbwingfull desdosumm Oteofthehets and circumstances surrounding such CrlminalPrtNhy. MUS OWsllemedy In the event of any pttwrence of trimmed Activity, the Ory, in Is sale disuemn, may teammate the Agreement within 30 calendar days written notice to Contactor, or may impose other sanctions (which May Include firunaal sanctions, temptorery suspensions, or any ortMr mMltmn deemed appropriate shaft 0 termination; as It will deem proper, In the bllnwing cams: A. contractor has to comply wind the foregoing obligation dal 3ectbgpr B. The criminal Acarty mncens or relates directly or Indirectly to Job Agreement tnntraton shall be given the OPPortunity to present evlden W in media lora during the 36n1eMar day notice perlod. 1213 ACKNOWLEDGMENT OF PUBLIC RESOURCES CODE MMM 48610 NOTICE 4 Contractor has lawfully prowl Wid waste collection senders In the Qry for more than three (3; years prior to July 1, 3011 land Is theremre crashed to the notice pmvidedfar in Public Resources Cgde 49510), Contractor shall consider execumn of this Agreement by the city as ONs ante« W Cnntntpr, pursuant to Public Resources Code 495211, that Cwntraftm may provide service fm a period of five f5) Gry of Fresno Roll-(Nf Agreement Page43 4/0/11 years beyond July 1, 2011, after which time the aty has vire right to establish an ezcludem franchise Collection system. ARTICLE 13 MISCELLANEOUS AGREEMENTS 13.1 ENTIRE AGREEMENT This Agreement, including the Exhlbits, represents the FIJI and entire Agreement between the Parties with respect to the matters covered herein. 112 SECTION HEADINGS The ardde headings and section headings In this Agreement am for convemell¢ a reference only and am not Intended to he need M the ronstrucdon of this Agreement nor to alter or affect any of its Provisions. 13.3 REFERENCES TO LAWS All references In this Agreement to laws shall be understood to include soon laws as they, may be subsequently amended orrecardified, unless oMerwise speUpcally, provided. 13.4 INTERPRETATION This Agreement slvll be Interpreted and mnstrved reasonably and neither for nor All either Parry, regardless of the degree to which either Party partklpted In its dating. 13S PRONOUNS AND PLURALS; TENSE When not Inrvnslstent with the vantM wards aM Flowers used in the present tense Include the future, and words and phases used In the singular number Include the plural number. Whenever the mnhH may require, any pronoun used In the; Pgreennem shall Include the cartespoMing mosau gees, feminine and neuter forms, and the singular form of mums pronauns and vmhs shall moo" the phial and vice versa. Gly of Fresno PDII4)ff Ai eemem Page M 4/8/11 me .aptbna of the atkks or Semon In this Agreement are Far convenience only and In no way radon, Ran%extend or descrbe the scone or lnlentofany Ortho coal bereof, shall not be deemetl neat of Ulis Agreement and shall not be Usetl In construlne or IAgreement 13.7 AMENOMEW ThIsAgreement may not be momfied or amended In any respecrexcept In wrdingsigmd by the Parnas. 199 9EVENABIII11f If any nonmaterial provision of thh Agreement Is for any reason deemed to be Invalld and unenforceable, the Invalidby or unenforseablgty of such proarean shat not affect any of the mammals, Provisions of this Agnomen, wl shall be enforced as M such Invited or unenforceable Mason had not beenrom,mm herein. 13.9 COUN7ENGgNF9 This Agreement may ba executed In counterparts, each of which shall bas considered an odglnal. 13.10 EINIII" Each of the &hrolts mentme t Exhibit W Nmugh'V Is sttarnad hereto and Incorporated herein and made a Fort hereof by this reference. City of Fresno Poll-Cff Agreement Page 45 4/0/11 IN WITNESS WHEREOF, the Pan his have caused the Agreement to be executed on the day and year that above written. CITY OF FRESNO CONTRACTOR A Municipal Corporapon Director xame es) CIE ✓4' AP VED AS TO FORM: Title 16J?7 S, (y/J J Stile Nu>+�fp Address 2"/Q cHyA nrnev 'F77F1'A�d 64 oF3 city S7yGv business License Risk Manager ATTEST: Cry of Fresno Roll -OH Agreement Page 46 J/SA�11 E%NIBITA SCHEDULE FOR LIQUIDATED DAMAGES Contractor may be assessed Liquidated Damages if Contractor fails t0 fut ill its obligations with regards to the events Toted in this ExhlbO 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 Exhlbll. 1. Diversion. Failure to achieve and maintain a minimum of 50% The greater of$5"or Diversion per month of all C&0 Collected within the COY, JO% 10% of the Wass Rate Diversion per month of all Recyclable Materials Collidetl within the revenues received for City, and 90% of all Organic Mamrvls Collected within the City. provi CAD, Recyclable Materials, and Organic Materials services In the City, for the most recent 12- bnth perlod 2. Leaks'Unaff Or Sglls. For each o¢urrence over two during a calendar $300/evens year of unreasonable leaks, litter, or spills of Painful Materials near or n public streets and falture to pick up or clean up such mrter(al Immediately. 3. Uneuthonad Collection Hours. For eacboau overfve during 5300/evem calendar year Of ColleRlog Permitted Materials during unauthorked hours a, Exttssbe Nolse. For each occurrence Over lD during a calendar year53W/event of excessive nolle. 5- Cleaning Callecticn vehicles. For each Occurrence over five during 5150/ event call year for failure to keep COIIMIOn vehi In a safe and sanitary condition. 6. labeling of Rdl-0fl Containers. For each oca a of Contractors $500/event failure to mrattly label ContincronownM I' ll-0IF Containers lin accordance with Section 60 C . 2. Dbcrerteous BpMvlac For each accuoenm of discourteous behavior $5M/event by (quictlon vehicle personnelsystomer service personnel, of other employees of contractor. g. Injuries to Others. For each Incident Of personal Infury to a Person SS GOO/IncWent retuning medial treatment or hosphalixatlon where the negligence of me Contractor or Its personnel .was a contributing factor to the 9. Ma ly Reports. Failure to submit monthly reports In the timeframe SAM/clay" ecifu d In thisrent 10. Report NauNs ouWa#e. For each failure to notlfy the appropriate 5500/ event aumoMiess. of re OmMe moundifies of Haurdam Waste. A-1 11. iallpreof OtM1er Obl[iadong: Failure mpeRmm any cal obligations 5150/forl- set fat' in this Agreement t specifically steed abo4e and not obllgatlonperdayuntil red or Proceeding In good faith to correct Within 24 hours upon obllggntion Is performed 24hour notification by Ot Monthly reports shall be considered late until such time as a correct and complete monthly report is reeeivN by City. For each Fall day a report is Wh, the dally Liquidated Damage shall be as Indicated In the monthly report5camem some. In placing Designee's initials at the places provided, each Party spetlfially confirms the accuracy of the statements made ahem and the fact that each Parry has had ample opportunity, to conauh with legal counsel and obtain an explanation of Liquidated Damage provisions of the time that the Agreement was made. Contractor City Insist Here: /Ji1t,. [metal Here; Ad A-3 EXHIBIT 0 SECRETARY'S CERTIFICATION Tine uncensored. being the Secretary of Wexi eay4mir/yaea taxi Name Columbia corporation (the Company'), do hereby certify that the following resolution was adopted by the Board of Directors of the Company and that mAn resolution has not been amended; modified or Nobe d and Is In full Corse and effect as of the date hereof; MOIVEO.thal Oe4nai LY. �4kralA be, and hereby is, authorized to Name a nra„oro lni as execute by and on behalf of the Company any and all agreements, Instruments, documents or papers, as he/she may deem. appropriate or necessary, Pentland to or relating to the Non-Exclushe Franchise Agreement between the Clry of Fresno and Company for Roll Off Container Celectlon, Transporting, Processing, Recyding, Compos in& and Disposal of Permitted Materials and that any such attion taken to date Is hereby ratified and approved. Dated' y /�& /// 0-1 Signature S« ef�ny Title This page intentionally blank EXHIBIT STATEMENT OF PppLICANT'S UNDERSTANDING AND REPRESENTATIONS The undenlgned (who Is duly authollaed to bind the company submitting this application) has reviewed the requirements of the non eatlu:We franchise agreement for pall -Of Collector, Transporting, Procening, Reryding, Compostln& and Disposal services for Solid Waste, Negotiable Materials, Organic Materials, and C&D, Its exhibits, and reference documents. In addition, the undersigned attests that this application and any other supplementary Information submitted with this application do not til contain any Theme statement of a material fact, to commin inaccurate or misleading infonnamq or pn) omit to state a material fast that is necessary to make the statements made, In light of the circumstances In which they were made, not misleading. neyrx 6A fact; lcy /?i Sr/// Print Name Date Tine 4'esk Cagy')" Gw'J3,1z� 2rc Comps severe Signa C-1 This page intentionally blank APPROVED PROCESSING"D NE90DE DISPOSAL, FACIOTIES The following facilities were selected bV the Contractor and approved! by the satµ PaM ixNty aJMess SWIS numbm Owmr O rNmr iaW some fWlNy atlBtn. SWIS number OW m Her Pa[NNyslmle yadift atldrcm SWISnumber - O mer OpnMor `AiI SOIItl Wasle sM1 Iib D15 a e pmetl Mat tM1e Desgnate40ispnul FatllHy. comrac or � City Initial Rare: s"/�"a Initial Here: 01