The URL can be used to link to this page

CC - Item No. 8A - RFP for Solid Waste/Recycling ServicesROSEMEAD CITY COUNCIL STAFF REPORT TO: THE HONORABLE MAYOR AND CITY COUNCIL FROM: JEFF ALLRED, CITY MANAGER DATE: NOVEMBER 8, 2011 SUBJECT: REQUEST FOR PROPOSAL DOCUMENT TO PROVIDE SOLID WASTE /RECYCLING SERVICES SUMMARY On October 11, 2011, the City Council reviewed and provided input on specifications and Request for Proposal (RFP) process for a new solid waste /recycling services agreement. The City's current agreement for solid waste /recycling collection services will expire on August 1, 2013. The scope of work includes providing solid waste and recycling services for all residential and commercial properties in the City. Requested changes made by the City Council have been incorporated into the RFP document. Staff Recommendation It is recommended that the City Council approve the RFP document and direct staff to solicit proposals for solid waste /recycling services. BACKGROUND /DISCUSSION For many years Rosemead's solid waste /recycling collection services have been provided by Consolidated Disposal Services (CDS), a subsidiary of Republic Services, Inc. The current agreement with CDS expires on August 1, 2013. The scope of work in the proposed Request for Proposal (RFP) includes solid waste /recycling services citywide (all residential, commercial, multi - family, and temporary bin /box services). A collection schedule map is included with the RFP to better acclimate bidders with the City's layout and existing collection schedule. To ensure that a high standard of service is maintained, specifications for solid waste /recycling collection services are detailed in the proposed RFP and draft agreement. Terms included in the RFP and draft agreement include several provisions covering the contract term, reporting requirements, franchise fees, rate adjustment criteria, and defined service levels (solid waste container sizes /colors, collection days /times, disposal sites, recycling levels, customer service standards, insurance levels, equipment requirements). APPROVED FOR CITY COUNCIL AGENDA: ITEM NO._ City Council Meeting November 8, 2011 Page 2 of 6 On October 11, the City Council reviewed and provided input on a draft RFP document for solid waste /recycling services. A brief summary of changes requested by the City Council have been added to the RFP document and are summarized below for further review, including: • Recvclinq Requirement: Selected firm will meet a recycling requirement of 60 %. Agreement will include a provision that recycling levels will continue to meet State - mandated recycling levels should they be increased. Selected firm will also be responsible for implementing a food waste diversion program and accounting for diversion of green waste materials. • Commercial Recycling Requirement: Selected firm will be responsible for implementing a commercial recycling program in accordance with Assembly Bill 341 and local ordinances. • Term: Selected firm will provide rate proposals for a 10 -year term. The new solid waste /recycling services agreement will run from August 1, 2013 through July 31, 2023 (10 years). • Customer Service /Local Office: Selected firm will provide a dedicated staff member at a local office in the City for at least 20 hours per week. Such offices will be housed at the City's Chamber of Commerce offices if space is available at reasonable commercial rates. The Chamber will have the first right of refusal to provide office space to the firm at its sole discretion. Should office space not be available, offices will be located at another convenient and accessible location within the City. Such service will start at least 2 weeks prior to the start of services. • Bulk Item Materials: Definitions have been clarified to include other common bulk materials collected, including tires, couches, and mattresses, among others. • Community Involvement: Selected firm will be required to provide its plan to demonstrate exemplary corporate citizenry and community involvement. A brief list of other items is summarized below for further review, including: • Franchise Fee: Franchise fees will be collected as follows: • 2011: $800,000 ■ 2012: $800,000 • 2013 -2023: 10% of Annual Gross Receipts (Minimum of $500,000 annually) City Council Meeting November 8, 2011 Page 3 of 6 Upon execution of the contract, the selected firm will make a one lump sum payment of $1.6 Million. Such payment will be made in recognition of missed franchise fees not realized by the City in 2011 or 2012 by not extending its existing solid waste collection agreement. Franchise fees will serve to reimburse the City for time spent managing this contract, ensuring compliance with State /Local recycling laws, completing projects to deal with NPDES /water quality laws, and solid waste vehicle impacts to City roads. As a condition of the RFP, franchise fees will not be added to customer billing statements or passed on to Rosemead residents /businesses. • Collection Levels: Selected firm will collect refuse materials from each residence in Rosemead on a weekly basis. Should a collection be missed, the selected firm must collect materials by the end of the following day. Commercial /Industrial collection will continue to be collected as regularly scheduled with customers. • Collection Times: Selected firm will perform collection services between 7:00 A.M. and 6:30 P.M. Monday through Friday. The existing collection schedule shall not be modified without City approval. • Additional Collection Services: Selected firm will continue to provide bulky item pickup up to twenty -five (25) times per year for each single family residence and four (4) times per year for each multi - family residence with a limit of five items per request. Selected firm shall also provide curbside collection of Christmas trees during the first two weeks after Christmas Day. Selected firm will provide a bulky item collection 'rover" service with a flatbed truck to collect bulk items 5 days per week. Schedule and route will be directed by the City and take place during business hours, 6:00 AM to Noon each business day. • Reports: Selected firm will submit a monthly report to the City, detailing all tonnage collected in Rosemead for both trash and recyclable materials. Selected firm will also provide a bi- annual customer service report to the City. • City Facilities Collection: Selected firm will continue to provide collection for City facilities, bus /transit stops, special events and cleanup activities at no cost to the City. • Disabled /Senior Resident Discount: Selected firm will provide a 20% discount in accordance with City requirements (based on HUD - approved low- moderate income levels established annually). City Council Meeting November 8, 2011 Page 4 of 6 • Off-Street/Backyard Service: Selected firm will provide pull out collection services to any resident requesting them, for an additional service fee. Low - income senior /disabled residents will be eligible to receive a 20% discount off of such services in accordance with above City requirements. • Billing: Selected firm will continue to be responsible for customer billing and will provide a 30 -day grace period prior to penalties /late fees being assessed. Bills will continue to be sent on a quarterly basis in advance for 3 months of service (Example: January invoice will represent service fees for January, February, and March). • Audit Requirements: Selected firm will allow the City to perform an annual audit/review of accounts and gross receipts of Rosemead accounts by a City - designated reviewer. All costs will be bome by the selected firm. • Fully Automated Alternative Fueled Vehicles: Selected firm will utilize only alternative fueled, fully automated collection vehicles to perform collection services (in compliance with AQMD Rule 1193), with the exception of bulky item collections starting August 1, 2013. • Vehicle Maintenance Records: Selected firm will submit a quarterly report to the City, detailing all California Highway Patrol 'BIT" inspection and citation records for vehicles used in refuse collection services. • Work Deficiencies: Should defined service levels not be met, the City will notify the selected firm in writing. Upon first notification, the City will issue a written warning notifying the selected firm of the deficient performance. Should subsequent violations occur the selected firm could be subject to fines of $250 per incidence and $250 per day that the violation is not corrected. If violations continue to occur, the contract may be suspended or terminated. • Annual Consumer Price Index Adiustment: Subsequent to the first year of the contract term, the contract amount shall be adjusted based on the following formula: The annual rate adjustment will be based on a factor of 70% of the change in the Consumer Price Index (CPI) and 30% of the change in disposal /tipping fees. Disposal /tipping fees shall be based on the average municipal disposal fees charged at landfills within a fifty (50) mile radius of the City of Rosemead. The CPI portion of the formula shall be based on the All Urban Customers, Los Angeles, Riverside, Orange County index, for the previous 12 -Month Percent Change ending in May. (For instance, an August 1, 2014 fee increase would be based on the percentage change in CPI and calculated as follows: the City Council Meeting November 8, 2011 Paoe 5 of 6 numerator is the difference between the CPI index in May 2014 less the CPI index in May 2013 and the denominator is the CPI index in May 2013). The disposal /tipping portion of the formula shall be based on increases to only the disposal portion of materials taken to the landfill. The City reserves the right to audit the firms' request including review /verification of landfill /diversion records and tonnage reports and make a final determination on the amount of increase. Total annual rate increases shall be subject to a five percent (5 %) maximum increase per year. Indemnification of Waste Stream Diversion Mandates: The agreement will include language whereby the City will be fully indemnified from additional diversion requirements enacted by the State legislature. Evaluation Criteria: Proposals will be evaluated on the basis of the response to all provisions included in the RFP. The City will use a list of established criteria to review each proposal including operational safety standards, outstanding litigation against a company, understanding of the scope of work, experience providing services in other communities, personnel assigned to work in the City, equipment to be used, financial stability of a company, references, transition procedures (if applicable), schedules, maximum service rates, and franchise fees payable to the City, among others. Recommendation City staff recommends that the City Council approve the attached RFP for solid waste /recycling collection services. Upon approval of the RFP, staff will proceed with the RFP process according to the following timeline: Mailing of RFP: Mandatory Pre -Bid Meeting: November 14, 2011 November 30, 2011 at 10:00 a.m. Public Services Facility (Garvey Park) 7933 Emerson Place Rosemead, CA 91770 Question /Answer Deadline: December 7, 2011 12:00 p.m. (Questions must be submitted in writing via email to staff or by mail or hand delivery to the City Clerk's Office. Question Responses/ December 14, 2011 Addendum Issuance: (if needed) City Council Meeting November 8, 2011 Page 6 of 6 Proposals due to the City: City Council Action: January 18, 2012 before 10:30 a.m. Due at the City Clerk's Office 8838 E. Valley Blvd Rosemead, CA 91770 February/March 2012 ENVIRONMENTAL REVIEW This project does not require environmental review. CITY ATTORNEY REVIEW The RFP specification and draft franchise agreement have been reviewed by the City Attorney's office. PUBLIC NOTICE This agenda item has been noticed through the regular agenda notification process. In addition, notice has been provided via the City's website, E -Alert system, and through the distribution of notification flyers at public facilities and the Chamber of Commerce office. Prepared by: 0*� Chris Marcarello Public Works Director Prepared by: YVl �r Matt H kesw rt Assistant City Manager Attachments Attachment 1: Request for Proposal — Solid Waste /Recycling Services Attachment 2: Draft Franchise Agreement Attachment 3: List of Solid Waste Firms CITY OF ROSEMEAD REQUEST FOR PROPOSAL RFP No. 2011 -01 SOLID WASTE AND RECYCLING COLLECTION SERVICES Submittal Deadline: January 18, 2012 Before 10:30 a.m. PLEASE NOTE: MANDATORY PRE -BID MEETING TABLE OF CONTENTS Page 1. INTRODUCTION ............................................................................ ............................... 1 2. PROPOSAL SUBMITTAL DATE AND REVIEW ............................. ............................... 1 3. CITY POINT OF CONTACT ........................................................... ............................... 1 4. SCHEDULE.. ................................................................................................................. 1 5. BACKGROUND .............................................................................. ............................... 2 6. CITY INFORMATION / STATISTICS ................................................ ............................... 3 7. GENERAL CONDITIONS ............................................................... ............................... 4 A. Authority to Withdraw RFP and /or Not Award Contract ....... ............................... 4 B. Public Records Act ............................................................... ............................... 4 C. Maximum Customer Rates ................................................... ............................... 4 D. Franchise Fees Payable to City ........................................... ............................... 5 E. Good Corporate Citizenship ................................................. ............................... 5 F. Insurance and Performance Bond ...................................... ............................... 5 G. Proposal Evaluation Criteria ................................................. ............................... 5 H. Conflicts of Interest .............................................................. ............................... 6 I. Familiarity with Laws and Ordinances .................................. ............................... 6 8. PROPOSAL FORMAT AND CONTENT ......................................... ............................... 6 9. PRE - PROPOSAL MEETING ........................................................ ............................... 11 A. Definitions .......................................................................... ............................... 12 B. Description of Required Services and Experience ............. ............................... 12 C. Collection Schedule ........................................................... ............................... 15 D. Disposal and Recycling of Materials .................................. ............................... 16 E. Solid Waste and Recycling Collection Equipment .............. ............................... 16 F. Firm /City Communication ................................................... ............................... 17 G. Firm's Employees ............................................................... ............................... 17 H. Records and Reports ......................................................... ............................... 17 I. Responsibility for Damages and Injury/ Indemnification ...... ............................... 18 J. Restoration and Repair, Obstructions and Clean Up modify for franchise........ 18 K. Cooperation with Utility and Other Companies ................... ............................... 18 L. Agreement Term ................................................................ ............................... 18 -i- 1. INTRODUCTION The City of Rosemead is seeking proposals from qualified firms for solid waste and recycling collection services. The anticipated service start date for a new collection service franchise agreement is August 1, 2013. Specifically, the City of Rosemead is interested in receiving proposals for an exclusive franchise Agreement that will encompass residential, multi - family, commercial /industrial, and temporary bin /box accounts. The specific services and contract terms are set forth in this document and in the Draft Franchise Agreement, which together make up the Request for Proposal (RFP.) Prospective proposers should examine these documents in detail in order to understand the services being requested. 2. PROPOSAL SUBMITTAL DATE AND REVIEW Sealed proposals will be received by the Office of the City Clerk at Rosemead City Hall, located at 8838 East Valley Boulevard, Rosemead, CA 91770 no later than 10:30 a.m. January 18, 2012. Firms must submit nine (9) complete copies of their proposals. The received proposals will become part of the official files of the City of Rosemead and will not be returned. Late proposals will not be accepted. The RFP package must be sealed and labeled as follows: Proposal For Solid Waste and Recycling Collection Services — SEALED All proposals will be reviewed to determine conformance with the RFP requirements. Any proposal deemed incomplete, conditional, or non - responsive to the RFP may be rejected. The City reserves the right to reject any and all proposals. After a careful review of each submitted proposal, the City will conduct a thorough evaluation, as described in Section 7 G of this RFP. 3. CITY POINT OF CONTACT Technical questions should be directed in writing to Chris Marcarello, Director of Public Works, (626) 569 -2118 [ cmarcarello @cityofrosemead.org]. Firms interested in submitting a proposal are asked not to contact other representatives of the City of Rosemead in connection with the RFP prior to the announcement of a preferred firm. No person is authorized to make oral changes to the RFP. 4. SCHEDULE The City plans to adhere to the following schedule to the extent possible. Changes to the schedule will be at the sole option of the City. Following are key dates for the Solid Waste and Recycling Collection RFP: MP #4829 -7117 -7741 v3 Request For Proposal — Solid Waste and Recycling Collection Services Page 2 Mailing of RFP: November 14, 2011 Mandatory Pre -Bid Meeting: November 30, 2011 at 10:00 a.m. Public Services Facility (Garvey Park) 7933 Emerson Place Rosemead, CA 91770 Question /Answer Deadline: December 7, 2011 12:00 p.m. (Questions must be submitted in writing via email to Chris Marcarello or by mail or hand delivery to the City Clerk's Office. Question Responses/ Addendum Issuance: Proposals due to the City: City Council Action: December 14, 2011 (if needed) January 18, 2012 before 10:30 a.m. Due at the City Clerk's Office 8838 E. Valley Blvd Rosemead, CA 91770 February/March 2012 Note: City Hall offices will be close between December 23, 2012 and January 2, 2012. 5. BACKGROUND The City of Rosemead (City) is soliciting written competitive proposals from private firms to provide solid waste collection and recycling services for residential, multi - family, commercial and industrial customers within the City. The 10 year franchise agreement will allow and require the successful firm to provide solid waste /recycling collection services within City boundaries shown on the attached map for existing and future service needs within the service area. The City's objectives for the solid waste collection and recycling services are to: • Provide cost - effective, environmentally sound, and efficient solid waste management system, which includes mandatory collection of solid waste and recyclable materials. • Preserve the environment and protect the health, safety and quality of life for Rosemead residents by utilizing fully- automated AQMD compliant vehicles and trained operators. Comply with the State of California Assembly Bill 939, known as the California Integrated Waste Management Act of 1989, which requires jurisdictions to divert from disposal in landfills 50 % of the solid waste generated within the City, and all other State and federal mandates during the term of the Franchise Agreement. 2 Request For Proposal — Solid Waste and Recycling Collection Services Page 3 Participate in the City of Rosemead as an exemplary corporate citizen by supporting local non - profit organizations and serving as a member of the community. 6. CITY INFORMATION /STATISTICS The City of Rosemead has a population of approximately 55,000 residents contained in 5.5 square miles — located in the heart of the San Gabriel Valley. The City uses an exclusive franchise system to provide solid waste /recycling collection services. Both residential and commercial solid waste /recycling collection is performed primarily on Monday through Friday from 7:00 a.m. to 5:00 p.m. Some commercial accounts receive service outside of these hours and on Saturday. A map of the residential solid waste collection schedule that is already established is provided on Attachment B. The following table shows an estimated number of homes, businesses, multi - family residences, and tonnage collected in Rosemead. This data is presented for information only and the City accepts no responsibility for the accuracy of this data. All prospective bidders should take whatever steps they feel are necessary to verify the number of homes, businesses, multi - family residences, containers, routes, and collection area in preparing their proposals. The City is considering amending its Municipal Code to permit self - hauling for residents and businesses which choose to obtain a City self - hauling permit and comply with the reporting requirements for such permits. Proposers should take this into consideration in making their proposals. Number of Single Family Homes Number of Multi - Family Homes Number of Commercial Bin Accounts Number of Commercial Box Accounts Tonnage Collected Trash Mixed Recyclables Green Waste Tota I 3 2010 9,058 2,192 732 718 33,784 7,641 3,787 45,212 Request For Proposal — Solid Waste and Recycling Collection Services Page 4 7. GENERAL CONDITIONS A. Authority to Withdraw RFP and /or Not Award Contract The City Rosemead reserves the right to withdraw this RFP at any time without prior notice. Furthermore, the City makes no representations that it will enter into a franchise agreement with any firm responding to the RFP. The City expressly reserves the right to postpone the opening of proposals at its own convenience and to reject any and /or all proposals responding to this RFP without indicating any reasons for such rejection. The City shall not be obligated to any firm to enter into a Franchise Agreement with the firm despite the City Council's prospectively awarding the Franchise Agreement to a Proposer. The City shall be obligated to a proposer if, and only if, the City enters into a Franchise Agreement for the services with the proposer. No action will lie against the City to compel it to execute a Franchise Agreement or to recover from the City any damages or costs any Proposer may incur if the City elects not to sign a Franchise Agreement. The City reserves the right to modify the draft Franchise Agreement to more fully effectuate the intent of this RFP and the City's collection services program. B. Public Records Act. All correspondence with the City, including responses to this RFP, will become the exclusive property of the City and will be public records under the California Public Records Act (Government Code Section 6250 and following). The City will maintain the confidentiality of the proposals before it announces a recommendation for award. If a responder to the RFP believes that portions of its proposal are exempt from disclosure under the Public Records Act, it must be marked as such and specifically state the factual and legal basis for exemption. If a request is made for information marked as proprietary or a trade secret, City will provide the submitter reasonable notice to seek protection from disclosure in court. C. Maximum Customer Rates. Customer rates are established by the franchise holder, not the City. However, because the City proposes to grant an exclusive franchise the franchise agreement will set maximum permitted rates for the first year of service. In the following years, the maximum permitted rate will be adjusted by a formula based on change in the Consumer Price Index and local disposal /tipping fees as described in the draft Franchise Agreement at Section 8.1. The total annual maximum rate increases will be limited to five percent (5 %) per year and may be lower under the prescribed formula. D. Franchise Fees Payable to City The selected firm shall pay an annual franchise fee equal to at least ten percent (10 %) of gross receipts collected under the Franchise Agreement. The annual franchise fee shall be a minimum of five hundred thousand dollars ($500,000) per year. The 4 Request For Proposal — Solid Waste and Recycling Collection Services Page 5 franchise fee will help the City recover the costs of time spent overseeing the franchise agreement, ensuring compliance with state and federal waste disposal and recycling laws, completing projects to deal with water quality /national pollutant discharge emission system requirements, and the impact of the franchisee's operations on City streets and other public property. At no time shall this franchise fee be added to customer billing statements or otherwise passed onto customers. Franchise payments will be remitted to the City annually as further described in Section 2 of the Draft Franchise Agreement. In addition to annual franchise fee payments, the franchise holder shall pay the City One Million Six Hundred Thousand ($1,600,000) upon execution of the Franchise Agreement as further described in Section 2. E. Good Corporate Citizenship. The holder of the exclusive solid waste /recycling franchise is a visible and important part of the Rosemead community and has traditionally been an exemplary "corporate citizen," supporting local non - profit organizations in the community and strengthening Rosemead in other ways. Proposals should describe the commitments that the firm will make to continue or expand up on that tradition. Section of the draft Franchise Agreement identifies some of the services that have been provided and that the City would like to have continue. F. Insurance and Performance Bond The selected firm shall provide to the City the necessary insurances, and performance bonds as set out in the Section 2 of the Draft Franchise Agreement. G. Proposal Evaluation Criteria Proposals will be evaluated on the basis of the response to all provisions of this RFP. The City of Rosemead may use some or all of the following criteria in its evaluation and comparison of the proposals submitted. The criteria listed are not necessarily an all - inclusive list. The order in which they appear is not intended to indicate their relative importance: 1. The firm's demonstrated awareness of safety in all operations 2. Any outstanding litigation or complaints relative to operational performance and safety 3. A demonstrated understanding of the scope of work and other proposal documents 4. A logical, proven methodology for carrying out the work tasks described in the proposal 5. The firm's recent experience in conducting contracts of similar scope, complexity, and magnitude, particularly for government agencies 5 Request For Proposal — Solid Waste and Recycling Collection Services Page 6 6. The quality and quantity of personnel to be assigned to the contract, including its recent Solid Waste and Recycling Collection experience 7. The quality and quantity of equipment to be assigned to the contract 8. A listing of the organizational structure and contact information for the proposed contract team 9. The financial stability of the firm 10. Recent references from clients, with particular emphasis on local governments — customer service reports from other jurisdictions. 11. The proposed transition between service providers (if applicable) 12. The proposed maximum customer charges. 13. The proposed franchise fees payable to the City Note: Maximum customer charges will not be the sole criteria for award of this Contract. All criteria will be considered. H. Conflicts of Interest City officials may not participate in any decision in which they have a financial interest under the California Political Reform Act (Government Code Sections 87100 and following.) Cities may not contract with any firm in which members of their council have a disqualifying interest under Government Code Section 1090 and following. In order to identify any legal conflicts of interest, firms submitting a proposal shall identify any officers, directors, employees, or ownership interests that would create constitute a financial interest under the Political Reform Act or Government Code Section 1090 and following for any elected or appointed City official, employee, or agent. I. Familiarity with Laws and Ordinances Firms are required to comply with all provisions of State, Federal, County and City laws, ordinances, rules and regulations that are applicable to them and their operations. The submission of a response to this RFP shall be considered a representation that the firm making the proposal is familiar with all such laws, ordinances, rules and regulations. 8. PROPOSAL FORMAT AND CONTENT Proposals should be typed as briefly as possible. They should not include any elaborate or unnecessary promotional material. Nine (9) bound or stapled copies of the Proposal should be submitted. The following order and content of proposal sections should be adhered to by each firm: a. Cover Letter A cover letter should summarize key elements of the proposals. The letter must be signed by an individual authorized to bind the firm. Please include U Request For Proposal — Solid Waste and Recycling Collection Services Page 7 the address and telephone number of the firm's office located nearest to Rosemead, California, and the office from which the Draft Franchise Agreement will be managed. The letter must stipulate that the proposed maximum customer rates shall be valid for the first year of service one (1) year and that any future increases will be limited by the Maximum Rate Adjustment formula in the Draft Franchise Agreement. The letter should state that upon execution of an Franchise Agreement to provide services, the Company understands it will be required to make payment to the City of Rosemead in the amount of $1.6 Million. The letter should further state as a condition of the Franchise Agreement, the firm will remit at least 10% of annual gross receipts (minimum of $500,000 each year) to the City and at no time will franchise fee costs be added to customer billing statements or passed on to its customers in Rosemead. b. Background and Approach The Background and Approach Section should describe the firm's understanding of the City and the service to be provided. c. Work Plan and Methodology This section should clearly describe the services the firm will provide and the methodology for providing them. d. Organization and Staffing Describe the firm's approach and methods for managing the services to be provided under the contract, including all reporting and other requirements. Provide an organizational chart showing proposed team members. Describe the responsibilities of each person on the team. Identify the person(s) who will be the key contact (s) with the City of Rosemead. Please include resumes for key members of the team with particular emphasis on their experience and qualifications. e. Experience and Qualifications The successful firm must be qualified by experience, adequate financing, staffing, and equipment to provide the services specified in this RFP. Describe all recent (ten years) experience in providing services of the type solicited by this RFP. Include on each listing the name of the agency /jurisdiction issuing a franchise or agreement or in which services are provided; a description of the services provided; primary agency contact, address and telephone number; dates for the contract or other agreement under which services were provided; name of the person or persons at the firm primarily responsible for supervising or managing the services and their respective responsibilities. At least three references should be included. For each reference, indicate the reference name, organization affiliation, title, complete mailing address, and telephone number. The City reserves the right to reference check any and /or all of the organizations or individuals listed and will require that proposers provide copies of customer satisfaction surveys and other relevant, non - confidential W Request For Proposal — Solid Waste and Recycling Collection Services Page 8 information from other cities or agencies in which firm provides solid waste /recycling services. f. Schedule of Services Provide a proposed schedule for providing services to the locations and frequency set forth in Service Locations (Attachment A). g. Maximum Rates Indicate the Maximum Permitted Rate schedule which the firm is prepared to agree to under the Franchise Agreement for each type of collection service. Use the Maximum Permitted Rate Price List (Attachment C) to create your fee schedule. This attachment is divided into the following sections depending on service category, including: • Attachment C -1 and C -2: Residential Service (based on service type) • Attachment C -2: Multi - Family Service (based on bin size /type /pickups) • Attachment C- 3: Commercial Service (based on bin size /type /pickups) Please follow instructions listed on the Maximum Permitted Rate and clearly specify any other charges or fees, which would be charged e.g., fees for overloaded containers, material restrictions, etc. Use the Total Maximum Permitted Customer Charge Cost Schedule (Attachment D) to submit a total cost for each category of collection services, including service fees and the cost to collect additional refuse containers. Extra recycling and green waste containers shall be provided at customers request at no additional cost. State the total monthly and annual cost for collection services. h. Equipment List Provide the make, model, age, and type of collection vehicles to be used for solid waste and recycling services. Vehicles and equipment used in Solid Waste and Recycling Collection services must be kept well- maintained and in good appearance. Vehicles and equipment used in accordance with collection activities should be not more than three (3) years old and must meet all applicable local, state, and federal air quality laws, rules, and regulations including but not limited to the South Coast Air Quality Management District Rule 1193 relating to alternative fueled trash collection equipment. Equipment shall meet all applicable certifications for PM 10 and other pollutants as set forth by the South Coast Air Quality Management District. Indicate the equipment that will be used to meet these requirements and efforts to ensure equipment is maintained in good repair, appearance, and sanitary conditions at all times. 3 Request For Proposal — Solid Waste and Recycling Collection Services Page 9 L Employee Safety Training and Equipment Safety Records Describe your organization's training and health /safety programs for your employees. Describe employee response procedures when hazardous wastes are encountered during collection activities. Include any employee manuals, as appropriate. Provide all equipment safety, BIT inspection, and CHP reports or citations for 2009, 2010, and 2011. j. Waste Collection /Recycling Plans Describe the waste collection and recycling plans appropriate for the City, including collection times, routes, scheduled time of collections and other policies and /or procedures. Fully describe how your company will meet a 60% recycling requirement in the City of Rosemead. Include the facility names and addresses where materials will be delivered and sorted. Include the type of permits for the facility (i.e. certified to receive recyclable materials, household refuse, etc.) and cost per ton for Year 1 of the proposed contract. State the permitted total tonnage allowed (capacity) at facility per day and current tonnage of materials received. k. Implementation Plan Provide an implementation plan describing the company's plan for facilitating a smooth transition of services and, if applicable, a smooth transition between services providers. The proposal must clearly demonstrate that the company has the ability to implement the services including equipment, personnel, administration, and maintenance requirements. Please describe any assistance that will be needed from City staff during the transition period. Customer Service Fully describe the company's plan for providing customer service in the City of Rosemead, including the following: • General customer service including responding to customer inquiries and keeping the City informed of problems /issues that arise. • Quarterly customer bills for services. • Customer outreach bill inserts describing programs, services, and events (to be completed at the company's expense). Company shall include such program /information inserts at least twice annually. All material shall be reviewed with the City prior to distribution. • The proposal must include provisions for annual customer service studies to help the City evaluate performance. At the completion of six (6) months, and every year thereafter, the City will provide a list of questions to be used in a customer service survey. The company will prepare and mail the survey to residents /businesses. All survey replies will be mailed directly from the resident to the City at the it Request For Proposal — Solid Waste and Recycling Collection Services Page 10 firm's expense, via business reply mail. The City shall share the results of the survey with the Firm. The City will also require at least one (1) dedicated staff member to respond to service inquiries. Such person will be housed at the City of Rosemead's Chamber of Commerce Offices (Phone Number: (626) 288 -0811) for a minimum of 20 hours per week, if space is available to the Franchisee at commercially reasonable rates at the Chamber. The Chamber will have the first right of refusal as to providing the franchisee with office space and the decision to lease space to the Franchisee shall be in the sole discretion of the Chamber. If the Chamber of Commerce, at its sole discretion, is not able or willing to lease its space the person shall be housed at another convenient and accessible location within the City. Such service shall be initiated at least two (2) weeks prior to the agreement start date and remain in place during the life of the contract. Any rent costs that are included with this service shall be determined directly between the Chamber of Commerce and the Firm and the City shall not be party to these discussions. m. Financial Information Submit a compiled audited financial statement for the past three (3) fiscal years. Include balance sheets and profit/loss statements, as appropriate. All financial information submitted will be held confidential to the extent permitted by law. n. Guarantees Provide a letter from a surety stating your organization's ability to obtain a performance bond in the amount of One Million Dollars ($1,000,000). o. Statement of Compliance/ Suggested Changes Firms must submit a Statement of Compliance with all terms and conditions of the RFP (including all terms of the Draft Franchise Agreement), and if any, a listing of exceptions and suggested changes. A description of any cost implication for suggested changes must also be included. The Statement of Compliance must declare either: 1) This proposal is in strict compliance with the Request for Proposal and Draft Franchise Agreement and no exceptions to either are proposed; or 2) This proposal is in strict compliance with the Request for Proposal and Draft Franchise Agreement except for the items listed. For each exception or suggested change, the firm must include: Reasons for submitting the proposed exception or change. ID] Request For Proposal — Solid Waste and Recycling Collection Services Page 11 Any impact the change or exception may have on Franchise Agreement costs, scheduling or other considerations. 9. PRE - PROPOSAL MEETING All parties submitting proposals are instructed to attend a mandatory pre -bid meeting. The meeting is scheduled Wednesday, November 30 at 10:00 a.m. at the Public Services Facility, 7933 Emerson Place, Rosemead, California 91770. Present at this meeting will be representatives of the City of Rosemead Public Works Department. The purpose of this meeting is to familiarize fines with the scope of work and to answer any questions which may arise prior to submitting proposals. Attendance at this meeting is MANDATORY for those wishing to submit proposals. Failure to attend the pre -bid meeting shall result in disqualification from the RFP process. Request For Proposal — Solid Waste and Recycling Collection Services Page 12 SCOPE OF WORK A. Definitions. See Section 4 of the Draft Franchise Agreement. B. Description of Required Services and Experience 1) General. The primary objective of Solid Waste and Recycling Collection is to collect all solid waste, recyclable materials, and green waste materials from each residential property at an interval not less than once per week; collect all solid waste, recyclable materials, and green waste materials from each multi - family and commercial property at an interval at least once per week. All collection activities shall be done in a reliable, high quality manner and shall be done in accordance with all applicable laws. 2) Required Experience. The successful Firm shall have at a minimum five (5) years experience with municipal Solid Waste and Recycling Collection in a community of similar size and scope as the City. The Firm shall have developed complete solid waste /recycling collection programs for Califomia cities, towns, or other jurisdictions. 3) Residential Service. Firm shall provide refuse collection service at an interval not less than once per week to all customers at residential properties in the City. Firm will provide fully automated solid waste, recyclable material and green waste containers for residential customers. The automated waste containers will have suitable handles and wheels, tight - fitting covers for holding garbage without leakage or escape of odors; and be constructed of watertight metal or plastic. The City shall approve the color of solid waste containers used. Containers will be offered to customers in the size of 96 gallons. Customers will have the option of a smaller size solid waste container. If a customer requests a smaller container, the firm will provide one to that customer within fourteen (14) days. Rates for service will be no more than those set forth in the Maximum Customer Rates (Attachment C). Extra recycling and green waste containers shall be provided at customers' request at no additional charge. Firm shall provide temporary bin service, roll off box service, and construction and demolition bins to residential properties in the City. Upon request, Firm must deliver such temporary bin or box to the customer within a 24 (twenty four) hours of request (not including weekends or holidays). Rates for service will be in accordance with established Maximum Customer Rates (Attachment C). Temporary bin and box rates shall be on a "per dump" basis which includes service, transportation, disposal, and rental for up to 7 (seven) days. Additional fees may be added for rentals in excess of 7 (seven) days. 12 Request For Proposal — Solid Waste and Recycling Collection Services Page 13 In keeping with existing services offered to residents in the City, firm shall provide bulk item material collection to all residential customers at no additional charge. Such collection will be limited at 5 (five) items per pickup, with up to 25 (twenty five) pickups that may be scheduled each year. Such pickup should take place on the regularly scheduled collection day and shall include only Bulky Item Materials. Firm may require that customers call in at least forty -eight (48) hours prior to a scheduled pickup. Firm shall collect all Holiday trees discarded by any residential customer on the first two regularly scheduled collection days after Christmas Day, free of charge to the customers. Firm shall provide a backyard /off- street collection service to residential customers that request such service. Firm will remove all collection containers and place them out for collection service and return containers to the storage area after collection. Firm may charge customers for this service in accordance with the Maximum Customer Rates (Attachment C) and bill customers directly. Discounted services for qualifying seniors and persons with disabilities shall be provided as specified in Section of the Draft Franchise Agreement. 4) Multi - Family /Commercial Service. Firm shall provide refuse collection service at an interval of at least once per week to all customers at multi - family /commercial properties in the City. Firm will provide 2, 3, 4 and 6 cubic yard bins upon request for multi - family /commercial customers. As an alternative to commercial customers that do not have adequate space or generate enough waste to necessitate a bin, Firm shall offer customers automated 96- gallon automated collection containers. Such service shall be billed based on the number of solid waste containers provided and number of pickups per week. After completion of a waste audit, the City shall make the final determination as to whether a customer will receive an automated collection container. Firm shall provide Bulky Item Material collection to all multi - family customers in the City at no cost. Such collection will be limited at 4 (four) items per pickup, with up to 4 (four) pickups that may be scheduled each year. Such pickup should take place on the regularly scheduled collection day and shall include only items defined as "Bulky Items." Customers must call in at least forty -eight (48) hours prior to scheduling a pickup. Multi- family property managers will not be considered in this category and will be required to pay commercial rates for collection. In compliance with State law, firm shall provide recycling collection services to commercial customers, in compliance with provisions included in Assembly Bill 341 and the City's local commercial solid waste recycling ordinance. Such recycling services will be directed at commercial customers that generate 4 cubic yards of solid waste per week or multi - family dwellings with 5 or greater units. Further, the firm shall meet provisions listed in Public Resources Code Section 13 Request For Proposal — Solid Waste and Recycling Collection Services Page 14 42649, which include developing a source separation or mixed waste processing program for recyclable materials. Such programs will be established between commercial customers and firm and include outreach programs, reporting requirements, enforcement provisions for meeting requirements established related to commercial recycling. In addition, Firm shall send a minimum of 75% of commercial refuse (not including multi - family customers less than 5 units) collected by weight for processing to recover recyclables, with a minimum recovery rate of 25 %. Firm shall provide City with weight tickets to confirm materials processed. Firm shall send a sufficient amount of refuse from which recyclable materials have been removed to a waste -to- energy facility for the City to receive five thousand (5,000) tons of diversion credit per year. The City reserves the right to request that additional refuse materials be sent to a waste -to- energy facility if it is necessary to meet diversion requirements listed in Section 8J "Waste Collection and Recycling Plans" of this RFP document. In this case, no additional charges shall be imposed. Firm may not charge additional fees for "scout" or "swamper' services required to position bins for proper collection. If positioning a bin is required, the bin shall not be left in a location that will obstruct traffic or access through the public right - of -way. 5) City Services /Other Collection Services. Firm shall collect and dispose of all refuse, recyclable materials, and green waste generated at City facilities and at City owned bus stops /public trash receptacles. Firm shall also provide City with additional containers as needed in conjunction with City special events and City projects. Such locations, events, and projects are fully described in City Collection Locations List (Attachment F). Collection shall be at no additional charge to the City. In addition to these locations, Firm shall be responsible for the removal and collection of abandoned items dropped in City public right -of -way areas, at City parks, and other public locations. In conjunction with this rover collection service, Firm will provide a bulky item collection rover with flatbed truck to collect bulk items 5 days per week. Schedule and route will be directed by the City and take place during business hours, 6:00 a.m. to 12:00 p.m. noon each business day. Such collection shall be at no additional charge to the City. 6) Overflowing Containers /Bins. If customers regularly produce more refuse than their current service level allows, Firm may initiate a process to increase service levels. In such case, Firm shall document the incident with a photograph, date, time, and send notice to the customer. After three (3) such incidents in a six (6) month period, the Firm shall notify the City and the customer. If the overflow persists, Firm shall be allowed to increase service levels to the customer and to charge for the increased level of service. 14 Request For Proposal — Solid Waste and Recycling Collection Services Page 15 7) Contaminated Containers /Bins. If a customer repeatedly disposes of improper materials in recycling containers, Firm may initiate a process to discontinue recycling services for that customer. In such case, firm shall document the incident with a photograph, date, time and send notice to the customer. Upon three (3) such incidents in a six (6) month period, the Firm shall notify the City and the customer. If, upon further review, such contamination persists, Firm shall be allowed to remove recycling containers that were provided to the customer. 8) Food Waste Diversion Program. Firm shall implement a program to divert food waste collected from restaurants and /or from residents. Program will include processing and transporting the waste to an approved facility. This service shall be offered to all commercial food service establishments in the City at rates that are consistent with industry standards. 9) End Uses for Green Waste Materials. Firm shall divert greenwaste materials collected. Firm must provide end uses for greenwaste that maximize diversion credits for the City according to regulations established by State or local regulations. Greenwaste may be used as Alternate Daily Cover only if the City will get full diversion credit for its use. Firm is responsible for monitoring how the greenwaste will be diverted at selected facilities and for selecting alternative facilities if necessary to ensure full diversion credit. C. Collection Schedule Solid Waste and Recycling Collection Schedule 1) Days. Routine Solid Waste and Recycling Collection shall be conducted Monday through Friday unless otherwise approved by the Public Works Director. 2) Hours. Standard operating hours for collection services under this Agreement shall be determined by the City and the Firm. Both residential and commercial solid waste /recycling collection is performed primarily on Monday through Friday from 7:00 a.m. to 5:00 p.m. Some commercial accounts receive service outside of these hours and on Saturday. Holidays The firm is not required to collect materials on Sundays nor on any of the following holiday: New Year's Day President's Day Memorial Day Independence Day 15 Labor Day Veterans Day Thanksgiving Day Christmas Day Request For Proposal — Solid Waste and Recycling Collection Services Page 16 During the week of a holiday, the Firm shall adjust the weekly schedule so as to return to the normal weekly schedule the following week. Collection scheduled for a holiday shall be completed within seven (7) days following the holiday. Holiday collection schedules must be submitted to the Public Works Director thirty (30) days prior to the holiday. No modification of this holiday schedule shall be effective unless authorized in writing by the Public Works Director. D. Disposal and Recycling of Materials Firm shall comply with all recycling and diversion requirements imposed by law, ordinance, or regulation on the City and /or Firm. On a quarterly basis, Firm shall divert at least sixty percent (60 %) of all solid waste collected by Firm from landfills. In no event shall Firm deposit forty percent (40 %) or more of the solid waste collected at any landfill during any calendar quarter. See Section 3 of the Draft Franchise Agreement for further details. E. Solid Waste and Recycling Collection Equipment Any and all containers provided to customers of Firm for storage, collection or transportation of solid wastes shall meet the requirements designated by the Public Works Director as well as State of California minimum standards for solid waste handling established under Public Resources Code Section 43020 and applicable health requirements. The Public Works Director shall have the right to approve the color of containers, manufacturer of containers, and lettering and decals used on containers. Firm shall repair or replace any container which is damaged, broken, lost or stolen with a container approved by the Public Works Director at no cost. All containers and all vehicles used by Firm in the performance of solid waste handling services shall be marked with Firm's name and telephone number in letters which are easily read by the general public. All solid waste containers used in the performance of this Agreement shall be kept clean and in good repair to the satisfaction of the Public Works Director. Firm shall also regularly inspect containers and bins and be responsible for the prompt removal of graffiti from such containers /bins. Equipment. The vehicles used pursuant to this Agreement shall have the name of the Firm, the Firm's local telephone number, and a unique vehicle identification number for each vehicle prominently displayed on all collection vehicles. The vehicles shall also display a statement as to the type of alternative fuel being used. The Firm shall use alternative fuel vehicles approved by the South Coast Air Quality Management District for fully automated refuse collection services. Vehicles shall meet all requirements specified per AQMD Rule 1193. See Section 13 of the Draft Franchise Agreement for further details. F. Equipment Storage The Firm shall be responsible for all costs associated with equipment storage. No material and equipment shall be stored where it will interfere with the free and safe passage of public. At the end of each day's work and at all other times when L Request For Proposal — Solid Waste and Recycling Collection Services Page 17 operations are suspended for any reason, the firm shall remove all equipment and other obstructions from the roadway, sidewalks, and alleys. G. Firm /City Communication Throughout the period of this Contract, the Firm shall establish and maintain an office and have an authorized Supervisor as the point of contact for communications with the City. The Firm's office shall have a twenty -four (24) hour telephone service and a responsible person in charge seven (7) days a week to receive all requests for emergency service, which are forwarded by the City. Firm shall respond and provide emergency service within two (2) hours from the time a call is placed by the City. Requests for routine service or complaint issues shall be resolved expeditiously within the following twenty-four (24) hour period. H. Firm's Employees Firm's employees shall be required to wear a clean uniform bearing the Firm's name. Employees who normally and regularly come into direct contact with the public shall also bear some means of individual identification, such as a nametag or identification card. Employees shall not remove any portion of their uniform while working within the City. Records and Reports City shall require specific reporting and recording keeping requirements in completion of collection activities. See Section 20 of the Draft Franchise Agreement for further details. J. Responsibility for Damages and Injury/Indemnification City shall require that the firm indemnify the City as set forth in the Draft Franchise Agreement. K. Restoration and Repair, Obstructions and Clean Up modify for franchise. The firm shall become familiar with the City and shall provide adequate safeguards to prevent damage to existing structures and improvements from its operations. All property damage shall be replaced and /or repaired, at the Firm's expense, to the original condition and to the satisfaction of the property owner. L. Cooperation with Utility and Other Companies Work within the City by utility and construction companies which may obstruct the public right of way or properties at which service is to be provided from time to time. It is the responsibility of the Firm to be informed of work planned by these parties and to coordinate Solid Waste and Recycling Collection work accordingly. 17 Request For Proposal — Solid Waste and Recycling Collection Services Page 18 M. Agreement Term The term of the agreement shall be for a period of ten (10) years. N. Annexation If additional area is annexed to the City, it shall be added to the Solid Waste and Recycling Collection areas, subject to the legal rights of others to provide services in that area, the franchise holder shall provide services to those areas. lip Request For Proposal — Solid Waste and Recycling Collection Services Page 19 REQUIRED REPORTS A. Monthly/ Weekly Green Waste Recycling/ Diversion Report B. Emergency Calls Log C. Complaint Log LIST OF ATTACHMENTS Attachment A Service Locations, Existing Service Information Attachment B Solid Waste and Recycling Collection Schedule Map Attachment C Maximum Permitted Rates Schedule Attachment D Total Maximum Customer Rate Schedule Attachment E Sample Franchise Agreement Attachment F City Facilities and Events 19 Request For Proposal — Solid Waste and Recycling Collection Services Page 20 ATTACHMENT A City Service Locations 20 C O U d O �U 47 C v � U d O � w 'a' U m lJ O U) C � O O �a L N U N .. Z Q � E o E a0 � o c Z >a W N m 0 O o 0 0 p U 'Q L V d N C 0 oUv0 m Nm y.Q m o y m U o N ?i cc N$ m pU oo c° 0m mx2'Zd y v a,.oa `� o m � o p a y Z o E i mJ 0 x d ° c o c> v o K R0 m0mU y NRIU m � m m m y m mw E A 0 0 0 S� T 0 N L° 0 0 0 =° O O O m E y .Q N J E n U 092 Q ,Q F°',Q Y y 0 03= <<<O�Mmo . . . . . . . . moo. . . . dj m�-mmm . . . . . c 0 v 0 � A U `m O U o E t d E ° U 0 T � C 0 0 U N 2 U Un Request For Proposal — Solid Waste and Recycling Collection Services Page 21 ATTACHMENT B Solid Waste and Recycling Collection Schedule Map I IJrt in c J � I 4j N 1111 D - W E,�r_° mo yid a° n Or •� .V Q i�i ` N Santa Anit � a Ave e �4 0. - m 81V ,m� 6 u and IeiluaO N : ' k. ur r �a dafdv^n Ave 4S w ad a on o a B Aa Uos •I.d 91� "Apit w $V Merced Ave 0 0 = c N Seaman Ave E E G. N Poirero Ave any augMooi8 � �, m r ° . u� SIIIB _ %AV 0J14D N Chico Ave o, o N NN d ° 'i w pNg paawasoy pN9 peawasod '2, �. '° nd eat N r0 zayoC a a` Encinit Ave -• ac v a<, w- a ° o r N Loma Ave tY yderx� iX r rn Q A W gri Ros ead Ehrd -.. IC 4cacia S1 varAve � War Ave �' ° o = -- NwAvue =, p Muscatel Ave &5 a o u _ _. W _ ...E U Ave - o le 'alnut afy ella0 I' aAy e1180 S Chad elf 5 Gladys Ave c� i San Gabri .� ..._...._ _.... - v p E Ti o c��. yes ° R�.ff oP� w S r �� No� 1. a. x 0 IOC o a' _ o�ed any uoluad m 4N 2 .a = Lo Nom. E w eA' o Del Mar e a o a Evelyrb Ave Ao Q 6u * * a - 1S 9l P i w o u < 8c po E C9 .n� -T' 77r, is euowey S "" lk S New Ave T N New Ave P s — iI m 1{ 1S A Sll " ", e6a AC o d a any olawod 4 a ¢ �I Q S Ore PR c 3@ T � m I E N E a W d E rn m o o GN a U.1 0 x w m d ti % W W a V Lincoln Avefo a w Pae 3 pn S Gaeld Ave Nt w w. -::6i fi N Garfiel® Atve ° `�Q c 2nd St N Baltimore Avg 7An S 6th St $ any zau dye S W �pZIA w So 3o Go 7 z° :- - °� S Sth St N Moore Avp� 3 E " o $ S Atlantic Blvd g,, _ -,<, ¢� And ;�� - W Edith Ave S Olive Ave m S Marguerita Ave _ `� fsNit =. Request For Proposal — Solid Waste and Recycling Collection Services Page 22 ATTACHMENT C Maximum Customer Rate List 22 Attachment C -1 Total Maximum Permitted Rate Schedule Residential Service: 3 Bin System Fill in the rates below for each level of service. Rates must be broken down to show the collection cost and disposal cost. Rates listed will be in accordance with Section 7C "Maximum Customer Rates" of the RFP. Each contractor is responsible for either completing Attachment C -1 or Attachment C -2, depending on whether a 2- container or 3- container system is proposed for residential service. Stanard Residential Service (Refuse, Recycling. Green Waste) Collection Cost 96 gallon Containers + Disposal Cost = Total Cost (includes 1 refuse container, 1 recycling container, and 1 green waste container. Additional recycling and green waste containers must be provided to resident free of charge if requested). Additional Refuse Container + _ (Only available for refuse containers) Senior /Disabled Service + _ (Upon verification of established income requirements, seniors /disabled residents may receive 20% off of the regular residential service rate). Offstreet /Backyard Service (In addition to regular service rate) Attachment C -2 Total Maximum Permitted Rate Schedule Residential Service: 2 Bin System Fill in the rates below for each level of service. Rates must be broken down to show the collection cost and disposal cost. Rates listed will be in accordance with Section 7C "Maximum Customer Rates" of the RFP. Each contractor is responsible for either completing Attachment C -1 or Attachment C -2, depending on whether a 2- container or 3- container system is proposed for residential service. Stanard Residential Service (Refuse. Recycling. Green Waste /Organic Materials) 96 gallon Containers Collection Cost + Disposal Cost = Total Cost (Includes 1 refuse container /1 recycling container and 1 green waste container /organic materials containe green waste%rganic materials containers must be provided to resident free of charge if requested). Additional Refuse Container + _ (Only available for refuse containers) Senior /Disabled Service (Upon verification of established income requirements, seniors /disabled residents may receive 20% off of the regular residential service rate). Offstreet /Backyard Service + _ (In addition to regular service rate) Attachment C -3 Total Maximum Permitted Rate Schedule Commercial Service Fill in the rates below for each level of service. Rates must be broken down to show the collection costand disposal cost. Rates listed will be in accordance with Section 7C "Maximum Customer Rates" of the RFP. Stanard Commercial Service 96 gallon Containers Collection Cost + Disposal Cost = Total Cost 1 pick up per week + _ 2 pick ups per week + _ 3 pick ups per week + _ 4 pick ups per week + _ 5 pick ups per week + _ 2 Cubic Yard Bin Collection Cost + Disposal Cost = Total Cost 1 pick up per week + _ 2 pick ups per week + _ 3 pick ups per week + _ 4 pick ups per week + 5 pick ups per week + _ 3 Cubic Yard Bin 1 pick up per week 2 pick ups per week 3 pick ups per week 4 pick ups per week 5 pick ups per week 4 Cubic Yard Bin 1 pick up per week 2 pick ups per week 3 pick ups per week 4 pick ups per week 5 pick ups per week 6 Cubic Yard Bin i pick up per week 2 pick ups per week 3 pick ups per week 4 pick ups per week 5 pick ups per week Attachment C -3 Total Maximum Permitted Rate Schedule Commercial Service Collection Cost + Disposal Cost = Total Cost + _ Collection Cost + Disposal Cost = Total Cost Collection Cost + Disposal Cost = Total Cost Attachment C -4 Total Maximum Permitted Rate Schedule Multi - Family Service Fill in the rates below for each level of service. Rates must be broken down to show the collection costand disposal cost. Rates listed will be in accordance with Section 7C "Maximum Customer Rates" of the RFP. Stanard Multi - Family Service 96 gallon Containers 1 pick up per week 2 pick ups per week 3 pick ups per week 4 pick ups per week 5 pick ups per week 2 Cubic Yard Bin 1 pick up per week 2 pick ups per week 3 pick ups per week 4 pick ups per week 5 pick ups per week Collection Cost + Processing Cost + Disposal Cost = Total Cost Collection Cost + Processing Cost + Disposal Cost = Total Cost Attachment C -4 Total Maximum Permitted Rate Schedule Multi - Family Service 3 Cubic Yard Bin Collection Cost + Processing Cost + Disposal Cost = Total Cost 1 pick up per week + + 2 pick ups per week + + 3 pick ups per week + + _ 4 pick ups per week + + _ 5 pick ups per week + + _ 4 Cubic Yard Bin Collection Cost + Processing Cost + Disposal Cost = Total Cost 1 pick up per week + + _ 2 pick ups per week + + _ 3 pick ups per week + + _ 4 pick ups per week + + _ 5 pick ups per week + + _ 6 Cubic Yard Bin Collection Cost + Processing Cost + Disposal Cost = Total Cost 1 pick up per week + + _ 2 pick ups per week + + _ 3 pick ups per week + + _ 4 pick ups per week + + _ 5 pick ups per week + + _ Attachment C -5 Total Maximum Permitted Rate Schedule Temporary Bin /Box Service Fill in the rates below for each level of service. Rates must be broken down to show the collection costand disposal cost. Rates listed will be in accordance with Section 7C "Maximum Customer Rates" of the RFP. Temporary Bin /Box Service 2 Cubic Yard Bin Collection Cost + Disposal Cost = Total Cost 1 pick up per week + 2 pick ups per week + _ 3 pick ups per week + _ 4 pick ups per week + _ 5 pick ups per week + _ 3 Cubic Yard Bin 1 pick up per week 2 pick ups per week 3 pick ups per week 4 pick ups per week 5 pick ups per week Collection Cost + Disposal Cost = Total Cost a = 4 Cubic Yard Bin 1 pick up per week 2 pick ups per week 3 pick ups per week 4 pick ups per week 5 pick ups per week 6 Cubic Yard Bin 1 pick up per week 2 pick ups per week 3 pick ups per week 4 pick ups per week 5 pick ups per week Attachment C -5 Total Maximum Permitted Rate Schedule Temporary Bin /Box Service Collection Cost + Disposal Cost = Total Cost Collection Cost + Disposal Cost = Total Cost Request For Proposal — Solid Waste and Recycling Collection Services Page 23 ATTACHMENT D Total Maximum Customer Rate Schedule 23 Request For Proposal — Solid Waste and Recycling Collection Services Page 24 ATTACHMENT E Draft Franchise Agreement 24 Request For Proposal — Solid Waste and Recycling Collection Services Page 25 ATTACHMENT F City Facilities /Events CITY OF ROSEMEAD DRAFT FRANCHISE AGREEMENT RFP 2011 -01 u 2. 3. EI 5. A 7 TABLE OF CONTENTS �i Grantof Franchise ................................................................. ..............................3 1.1 Binding Agreement ...................................................... ..............................3 1.2 Grant of Franchise, Exclusions ................................... ..............................3 1.3 Exclusive Franchise .................................................... ..............................3 1.4 Waiver of Rights .......................................................... ..............................3 1.5 Recycling Agent .......................................................... ..............................3 1.6 Exclusions ................................................................... ..............................3 Contractor's Payments and other Considerations to City ....... ..............................4 2.1 Contractor's Payments to City ..................................... ..............................4 Term...................................................................................... ..............................5 3.1 Effective Date .............................................................. ..............................5 3.2 Term of Agreement ..................................................... ..............................5 3.3 Minimum Diversion and Recycling Requirements ....... ..............................5 Definitions.............................................................................. ..............................6 Compliance with Laws and Regulations ............................... .............................13 Community Work to be Done ................................................ .............................14 6.1 Collection from City Facilities ..................................... .............................14 6.2 Collection of Abandoned Property .............................. .............................14 6.3 Development Review ................................................. .............................14 6.4 Communication with City; Emergency Service ........... .............................14 6.5 Good Corporate Citizenship ....................................... .............................15 CustomerService ................................................................. .............................15 7.1 Regular Office Hours, Telephone Access, and Website .........................15 7.2 Emergency / After Hours Telephone Number ............ .............................15 7.3 Multilingual Service .................................................... .............................15 7.4 Accessible Customer Service ..................................... .............................15 7.5 Customer Service and Complaint Logs ...................... .............................15 7.6 Service Responses .................................................... .............................16 7.7 Overflowing Containers / Bins ...................................... .............................16 7.8 Contaminated Containers / Bins ................................... .............................16 TABLE OF CONTENTS (continued) Page 8. Customer Rates and Billing Procedures ............................... .............................16 8.1 Rates for Service ........................................................ .............................16 8.2 Contractor to Bill ......................................................... .............................17 8.3 City Provided Billing Inserts ........................................ .............................17 8.4 Delinquent Service Accounts ..................................... .............................18 9. Residential Services ............................................................. .............................18 9.1 Weekly Service .......................................................... .............................18 9.2 Temporary Bin and Box 3ervice ................................. .............................19 9.3 Bulky Items Service ................................................... .............................19 9.4 Holiday Tree Collection .............................................. .............................19 9.5 Backyard /Off- Street Collection Option ....................... .............................19 10. Multifamily and Commercial Services ................................... .............................19 10.1 Regular Service .......................................................... .............................19 10.2 Bulky Item Service ..................................................... .............................19 10.3 Recycling .................................................................... .............................20 10.4 Waste to Energy ......................................................... .............................20 10.5 Repositioning of Bins ................................................. .............................20 11. Collection Routes .................................................................. .............................20 11.1 Collection Routes ....................................................... .............................20 11.2 Subsequent Collection Route Changes ..................... .............................20 11.3 Collection Route Audits .............................................. .............................21 12. Public Outreach Services ...................................................... .............................21 12.1 General ...................................................................... .............................21 12.2 Waste Generation and Characterization Studies ....... .............................21 13. Collection Equipment ............................................................ .............................21 13.1 General ...................................................................... .............................21 13.2 Identification ............................................................. ............................... 21 13.3 Alternative Fuels ........................................................ .............................21 13.4 Fully Automated Residential Collection ...................... .............................21 13.5 Registration and Inspection ........................................ .............................22 TABLE OF CONTENTS (continued) Page 13.6 Drivers and Operators ................................................ .............................22 13.7 Litter, Spills ................................................................. .............................22 13.8 Avoiding Damage to Streets ....................................... .............................22 13.9 Communications ........................................................ .............................23 13.10 Equipment Storage .................................................... .............................23 13.11 Equipment Removal ................................................... .............................23 13.12 Equipment Maintenance ............................................ .............................23 13.13 Compliance ................................................................ .............................23 13.14 Private Streets, Alleys and Parking Lots .................... .............................23 13.15 Safety Equipment ....................................................... .............................23 13.16 Vehicle Signage and Painting .................................... .............................23 13.17 Maintenance Log ........................................................ .............................24 13.18 Equipment Inventory .................................................. .............................24 13.19 Reserve Equipment .................................................... .............................24 13.20 Containers .................................................................. .............................24 14. Privacy .................................................................................. .............................25 14.1 General ...................................................................... .............................25 14.2 Mailing Lists ............................................................... .............................25 14.3 Privacy Rights Cumulative ......................................... .............................25 15. Service Exceptions; Hazardous and Universal Waste .......... .............................25 15.1 Hazardous Waste Inspection, Diversion and Reporting ..........................25 15.2 Universal Waste Handling .......................................... .............................25 15.3 Hazardous and Universal Waste Diversion Records .. .............................26 16. Ownership of Solid Waste, Recyclable Materials, Organic Waste and Construction and Demolition Materials ................................ .............................26 17. Marketing and Diversion of Recyclable Materials ................. .............................26 18. Contractor's Books and Records; Audits .............................. .............................26 18.1 Record Retention ....................................................... .............................26 18.2 Underpayment ............................................................ .............................26 19. Integrated Waste Management Act; Reporting Requirements ...........................27 TABLE OF CONTENTS (continued) Page 20. Reports ................................................................................. .............................27 20.1 Periodic Reports ......................................................... .............................27 20.2 Reporting Additional Matters ...................................... .............................28 20.3 CERCLA Defense Records ........................................ .............................28 21. Indemnification and Insurance .............................................. .............................28 21.1 Indemnification re Certain Challenges to Agreement . .............................28 21.2 Indemnification Regarding Article XIII C and XIII D .... .............................29 21.3 Environmental Indemnification and Compliance ........ .............................29 21.4 General Indemnification ............................................. .............................30 21.5 Effect of Environmental Indemnification ..................... .............................30 21.6 Compliance with Laws ............................................... .............................30 21.7 Workers' Compensation Insurance ............................ .............................30 21.8 Liability and Vehicle Insurance ................................... .............................31 21.9 Required Language In Policies .................................. .............................31 21.10 Pollution and /or Environmental Impairment Liability Insurance ...............31 21.11 Required Rating ......................................................... .............................32 21.12 Evidence of Insurance Coverage; Insurance Repository ........................32 21.13 Self- Insurance ............................................................ .............................32 21.14 Reduction of CERCLA and Other Liability .................. .............................32 21.15 Performance Bonds ................................................... .............................32 22. Emergency Service ............................................................... .............................33 22.1 Contractor's Inability to Provide Service ..................... .............................33 22.2 Assistance in Case of Disaster ................................... .............................33 23. Administrative Remedies; Imposition of Damages; Termination ........................34 23.1 Notice of Deficiencies; Response ............................... .............................34 23.2 Review by Public Works Director; Notice of Appeal . .............................34 23.3 Review by City Manager; Appeal ............................... .............................34 23.4 City Council Hearing .................................................. .............................35 23.5 City Council Determination ......................................... .............................36 23.6 Reservation of Rights by City ..................................... .............................36 TABLE OF CONTENTS (continued) Page 23.7 Cumulative Rights ...................................................... .............................36 24. City's Additional Remedies ................................................... .............................36 24.1 Contracts with Others ................................................. .............................36 24.2 Damages and /or Injunctive Relief .............................. .............................37 24.3 City's Damages for Failure to Achieve Diversion Goals .......................... 37 24.4 Liquidated Damages .................................................. .............................37 25. Franchise Transfer; City Consent; Fees ............................... .............................38 25.1 No transfer without City Consent ................................ .............................38 25.2 Consent not Unreasonably Withheld .......................... .............................38 25.3 Internal Reorganization .............................................. .............................38 25.4 Deposit for Costs of Review ....................................... .............................38 26. General Provisions ................................................................ .............................39 26.1 Force Majeure ............................................................ .............................39 26.2 Extraordinary Circumstances ..................................... .............................39 26.3 Pavement Damage .................................................... .............................39 26.4 Property Damage ....................................................... .............................39 26.5 Law to Govern; Venue ............................................... .............................40 26.6 Fees and Gratuities .................................................... .............................40 26.7 Amendments .............................................................. .............................40 26.8 Notices ....................................................................... .............................40 26.9 Savings Clause and Entirety ...................................... .............................41 26.10 Transition to Next Solid Waste Enterprise .................. .............................41 26.11 [Incorporation by Reference ....................................... .............................41 Exhibit A Multifamily and Commercial Recycling Program Exhibit B Commercial Food Waste Program Exhibit C City Service Locations Exhibit D Recovery and Disposal Sites Exhibit E Corporate Good Citizenship TABLE OF CONTENTS (continued) Im Exhibit F Maximum Permitted Customer Rates Exhibit G Residential Services Exhibit H Commercial and Multi - Family Services Exhibit I Equipment EXCLUSIVE FRANCHISE AGREEMENT FOR COMPREHENSIVE REFUSE SERVICES THIS AGREEMENT is made and entered into effective the day of 2012, by and between the CITY OF ROSEMEAD, a municipal corporation, hereinafter referred to as City, and , a California , hereinafter referred to as Contractor. The City and Contractor agree each with the other, that, for a period of ten (10) years, from and after the 1 st day of August, 2012, Franchisee shall have sole right to collect, haul, and dispose of all solid waste and conduct a comprehensive recycling program in the City in accordance with the following terms and conditions. RECITALS WHEREAS, Article XI, § 7 of the California Constitution authorizes cities to protect public health and safety by taking measures in furtherance of their authority over police and sanitary matters; and WHEREAS, the Legislature of the State of California, by enactment of the California Integrated Waste Management Act of 1989, ( "AB 939" or the "Act') established a Solid Waste management process which requires cities and other local jurisdictions to implement plans for source reduction, reuse and recycling as integrated waste management practices for Solid Waste attributed to sources within their respective jurisdictions; and WHEREAS, California Public Resources Code § 40059 provides that aspects of Solid Waste handling of local concern include but are not limited to frequency of collection, means of collection and transportation, level of services, charges and fees, and nature, location and extent of providing solid waste services, and whether the services are to be provided by means of nonexclusive, partially exclusive or wholly exclusive franchise, contract, license or otherwise which may be granted by local government under terms and conditions prescribed by the governing body of the local agency; and WHEREAS, the Rosemead Municipal Code Chapter 8.32 implements Article Xl, § 7 of the California Constitution and California Public Resources Code § 40059 in the City; and WHEREAS, City is obligated to protect the public health and safety of the residents and businesses in the City, and arrangements made by solid waste enterprises and recyclers for the collection of Residential and commercial Solid Wastes should be made in a manner consistent with the exercise of the City's police power for the protection of public health and safety; and WHEREAS, City and Contractor are mindful of the provisions of the laws governing the safe collection, transport, recycling and disposal of Residential and commercial Solid Waste, including AB 939, the Resource Conservation and Recovery Act ( "RCRA "), 42 U.S.C. §§ 6901 et seq., the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA "), 42 U.S.C. §§ 9601 et. seq.; the Electronic Waste Recycling Act of 2003 (SIB 20, Chapter 526, Statutes of 2003; SIB 50, Chapter 863, Statutes of 2004; AB 575 Chapter 59, Statutes of 2011), laws governing Universal Waste, including, but not limited to, Universal Waste Electronics Devices ( "UWED "), non -empty aerosol cans, fluorescent tubes, high intensity discharge lamps, sodium vapor lamps, and any other lamp exhibiting a characteristic of a hazardous waste, batteries (rechargeable nickel - cadmium batteries, silver button batteries, mercury batteries, small sealed lead acid batteries, alkaline batteries, carbon -zinc batteries and any other batteries which exhibit the characteristic of a hazardous waste), mercury thermometers, mercury- containing switches; and WHEREAS, City and Contractor desire to leave no doubts as to their respective roles and to make it clear that by entering into this Agreement, City is not thereby becoming a "generator" or an "arranger' as those terms are used in the context of CERCLA § 107(a)(3) and that it is Contractor, an independent entity, not City, which will arrange to collect Solid Waste from single family dwellings, multiple family dwellings, City and Commercial Customers in the City, transport for recycling and disposal and dispose of Solid Wastes which may contain small amounts of household products with the characteristics of hazardous wastes, collect and compost Green Waste and collect and recycle Recyclable Materials from single family dwellings, multiple family dwellings, City, and commercial customers in the City of Rosemead, and collect and recycle or dispose of Construction and Demolition Materials ("C &D Materials "); and WHEREAS, there are no places within the City limits of the where landfills are located, or which are suitable for the siting of a landfill and therefore Solid Waste must be exported from the City; and WHEREAS, City and Contractor agree that, subject to City's exercise of its reserved flow control right under of this Agreement, it is Contractor, and not City, that will select the landfill or transformation facility destination of the non - recyclable residential and commercial Solid Waste and Construction and Demolition Materials which Contractor will arrange to collect, that City has not, and by this Agreement does not, instruct Contractor on its collection methods, nor supervise Contractor in the collection of waste and nothing in this Agreement or other action of the City shall be construed to give rise to any inference that the City has any title, ownership or right of possession of such Solid Waste; and WHEREAS, Contractor represents and warrants to City that Contractor has the experience and qualifications to conduct recycling and waste diversion programs, to provide City with information sufficient to meet the City's reporting requirements to CalRecycle and other agencies under the Act, to meet City's other requirements under the Act, to arrange with persons in charge of day - today activities of Customers' properties in the City for the collection, safe transport and disposal of Solid Wastes -2- which may contain small amounts of household products with the characteristics of Hazardous Wastes, in a safe manner which shall minimize the adverse effects of collection vehicles on air quality and traffic, and that Contractor has the ability to indemnify City in accordance with this Agreement; and WHEREAS, the City Council finds and determines pursuant to California Public Resources Code § 40059(a)(1) that the public interest, health, safety and well- being, including the minimization of adverse impacts on air quality and traffic from excessive numbers of collection vehicles, the implementation of measures consistent with the City's Source Reduction and Recycling Element, would be served if Contractor were to be awarded an exclusive Franchise for collection, recycling, diversion and disposal of Solid Waste from Customers in the City, NOW, THEREFORE, the City and Contractor agree as follows: GRANT OF FRANCHISE. 1.1 Binding Agreement. In consideration of mutual promises and agreements made by the Parties and contained in this Agreement, the Parties agree to be bound by the terms and conditions of this Agreement and that this Agreement shall be binding upon their successors -in- interest. 1.2 Grant of Franchise, Exclusions. Except as expressly called out in this Agreement, Contractor is hereby granted the exclusive franchise, duty, right and privilege to provide Comprehensive Refuse Services to City and within boundaries of City subject to the terms and conditions set forth in this Agreement. 1.3 Exclusive Franchise. Contractor agrees that this Agreement is an "exclusive franchise within the meaning of Public Resources Code § 40059. 1.4 Waiver of Rights. Contractor waives any right it may have to challenge the terms of this Agreement under federal, state or local law, or administrative regulation, except as provided in the dispute resolution provisions of Section 23 of this Agreement. 1.5 Recycling Agent. Contractor is hereby designated the City's authorized recycling agent as that term is used in Public Resources Code §41950. 1.6 Exclusions. (a) Construction and Demolition Materials. The collection and disposal of Construction and Demolition Materials from Customers through the use of Debris Boxes or other Bins is within the scope of this Agreement. However, accumulation, collection and recycling or disposal of Construction and Demolition Materials by a licensed contractor, e.g. a roofing contractor, performing work within the -3- scope of the contractor's license, using equipment owned or leased by the contractor, is not within the scope of this Agreement. (b) Gardeners and Landscapers. This Agreement shall not prohibit gardeners and landscapers from collecting, transporting and composting or disposing of Green Waste, as long as they transport such Green Waste to an Green Waste Processing Facility, or other site permitted (or exempt from permitting) by CalRecycle, or its successor agency, in accordance with all governing laws and regulations and submit reports required by City. (c) Sale or Gift of Recyclable Materials. This Agreement does not prohibit any person from selling Recyclable Materials or giving Recyclable Materials away to persons or entities other than Contractor; however, in either instance: (1) the Recyclable Materials must be segregated from and not mixed with Solid Waste; and (2) the seller /donor may not pay the buyer /donee any consideration for collecting, processing or transporting such Recyclable Materials, or as a consultation or broker's fee for recycling services. A discount or reduction in price for collection, disposal and /or recycling services for any form of unsegregated or segregated Solid Waste is not a sale or donation of Recyclable Materials and such Solid Waste does not qualify for this exception. (d) Self - Hauling. City Ordinance No. (amending Chapter 8.32 of the Rosemead Municipal Code) permits self - hauling of Solid Waste, Recyclable Materials, Bulky Waste and Green Waste by persons subject to issuance of a permit by City and compliance with the conditions imposed by such permit. This Agreement does not prohibit such self - hauling provided the material is transported personally by the owner or occupant of such premises (or by his or her full -time employees but not including construction related employees or subcontractors) to a processing or disposal facility pursuant to a valid City issued self - hauling permit. (e) Other Services; Niche Recycling Services. City reserves the right to enter into agreements with other entities for other collection, diversion and recycling services not provided for in this Agreement, including but not limited to catch basin clean -outs, contract services and "niche" recycling services which Contractor does not currently provide. In the event the City wishes to provide a niche recycling service, e.g., collection of water heaters, in Residential or commercial areas, Contractor shall have the initial opportunity to provide such niche recycling service at an agreed upon rate by the City and the Contractor. 2. Contractor's Payments and other Considerations to City. 2.1 Contractor's Payments to City. In consideration of City's grant of the Franchise, Contractor shall pay, City in good and immediately available funds in United States Dollars: (a) Franchising Payments. For the privileges granted to and conferred upon Contractor by City under the Agreement, Contractor shall pay to City the amounts -4- set forth below ( "Franchising Payments"), over the Term of this Agreement, unless the Agreement is earlier terminated or specifically amended to require otherwise: 1. Initial Payment. Within fifteen (15) days of the Effective Date of this Agreement, Contractor shall pay City One Million Six Hundred Thousand Dollars ($1,600,000). 2. Annual Payments. Contractor shall pay to City each year the greater of Five Hundred Thousand Dollars ($500,000) or Ten Percent (10 %) of Gross Revenues. This amount shall be paid in quarterly installments of Seventy Five Thousand ($75,000) or more on November 1 ", February 151, and May 1 st of each year during the term of this Agreement, commencing on November 1, 2013, with the last payment due on November 1, 2023. (b) Services. As further consideration, Contractor shall provide to the City those services described in Section 6 below at no additional charge. 3. Term. 3.1 Effective Date. The Effective Date of this Agreement shall be the date entered on the first page of this Agreement which is the date by which Contractor and City have approved the Franchise Agreement (with all exhibits attached) and their respective authorized representatives have executed the Franchise Agreement. 3.2 Term of Agreement. The term of this Agreement ( "Term ") shall begin on the 1 sc day of August, 2013 ( "Service Commencement Date ") and expire on July 31, 2023, ( "Term Expiration Date "), subject to early termination or extension as may occur pursuant to this Agreement; certain obligations of the Contractor, including the obligation to make the final franchise payment, continue after the Term Expiration Date, as set forth elsewhere in this Agreement. 3.3 Minimum Diversion and Recycling Requirements. The continued privilege of Contractor to provide Comprehensive Refuse Services to City and within City's boundaries is subject to the satisfaction of each and all of the conditions set forth below, each of which may be waived in whole or in part by City. The Contractor must achieve all of the following Minimum Requirements. Failure to meet one or more of these requirements is a material breach of this Agreement and subjects Contractor to the assessment of liquidated damages, early termination, or other remedies provided for under this Agreement. (a) Diversion Rate. 1. On a quarterly basis, Contractor must achieve a diversion from landfill rate of sixty percent (60 %) by weight. The Maximum Permitted Customer Rates contemplate this Minimum Diversion Rate. On or before the 30th day of the month following the end of the previous month, Contractor shall provide all documents and information required by the -5- Public Works Director to prove that it has complied with this Section 3.3 and all applicable laws related to recycling and diversion of municipal solid waste. 2. Firm shall send a minimum of seventy five percent (75% )of refuses from Commercial Customers, (not including Multifamily Customers) collected by weight for processing to recover recyclables, with a minimum recovery rate of 25 (b) Change in Law. Should the law change after the Effective Date of this Agreement and require a higher Minimum Diversion Rate, then Contractor shall comply with such legally required Diversion Rates and may adjust the Maximum Customer Rates, as provided under Section 8.1 (b) "Adjustment Due to Change In Law." (c) Calculation of Diversion Rate. The Diversion Rate will be calculated as the tons of materials collected by Contractor from the provision of collection services that are sold or delivered to a Material Recovery Facility or Green Waste Processing Facility, recycler or re -user, net of all residue, divided by the total tons of materials collected under this Agreement by Contractor in the quarter in question. (d) Multifamily and Commercial Recycling. Contractor must fully implement the Multifamily and Commercial recycling programs as set forth in Exhibit A in the time required by State and local law. (e) Food Waste Diversion Program. Contractor shall fully implement the program to divert food waste collected from all commercial food - service establishments in the City as set forth in Exhibit B. (f) Failure to Meet Minimum Requirements. Contractor's failure to meet the minimum requirements set forth in this Section 3.3 may result in the imposition of liquidated damages and City's exercise of the remedies provided in Sections 23 and 24 below. In determining the appropriate remedy, City will consider the efforts put forth by the Contractor in implementing the required programs to meet Minimum Diversion Requirements and the methods and level of effort of the Contractor to fully implement the work plans attached to and included in this Agreement as Exhibits A, B, C, G and H. 4. Definitions. Whenever any term used in this Agreement has been defined by the Municipal Code of the City of Rosemead ( "Municipal Code") or Division 30, Part 1, Chapter 2 of the California Public Resources Code, the definitions in the Municipal Code or Public Resources Code shall apply unless the term is otherwise defined in this Agreement. For purposes of this Agreement the following definitions apply: "Act" or "AB 939" means the California Integrated Waste Management Act of 1989, codified in part at Public Resources Code §§ 40000 et seq., as it may be rol amended and as implemented by the regulations of the California Department of Resources Recycling and Recovery (CalRecycle), or its successor agency. "Agreement" or "Franchise Agreement" means this written Agreement between the City and Contractor, and all exhibits and documents incorporated by reference. Agreement Year" means each twelve (12) month period from August 151 to July 31 st each year, beginning on the Service Commencement Date. "Alternative Fuel Vehicle" means a vehicle whose engine uses a fuel other than gasoline or diesel fuel, such as compressed natural gas (CNG) or other fuel with comparably low emissions of air pollutants regulated under the California Clean Air Act, Health and Safety Code Section 39000 et seq. or the South Coast Air Quality Management District's rules and regulations including Rule 1193. "Bin" or "Bins" means those open -top rectangular metal containers provided by Contractor, with wheels, with or without plastic or metal lids, used for collection and storage of MSW, Recyclable Materials, Green Waste, Construction and Demolition Debris, or other materials to be collected by Contractor. Typical sizes of bins include 2, 3, 4 and 6 cubic yards. Bins are collected by a front load vehicle equipped with metal forks that are inserted into metal channels on either side of the Bin in order to lift Bin, empty the contents into the body of the vehicle, and return the Bin to the ground. Box" means a large open -top rectangular metal containers used to store and transport MSW, Recyclable Materials, Green Waste, Construction and Demolition Debris, or other materials, collected using a special vehicle equipped with hooks and a winch to pull the box onto the flat bed of the truck for transport. "Bulky Items" means furniture, household appliances, carpets, mattresses , automobile tires, shipping creates and containers, oversized yard waste such as tree trunks and large branches if no larger than two feet (2') in diameter and four feet (4') in length, and other large bulky or heavy objects not normally discarded on a regular basis at residential, commercial or business establishments. Bulky Items do not include construction /demolition debris or consumer electronics, such as televisions, radios, computers and monitors which are regarded as Universal Waste Electronic Devices, the disposal of which is governed by the Department of Toxic Substances Control. "Business Days" means Monday through Friday, during the hours of 8:00 a.m. through 5:00 p.m., except for holidays recognized by City. "Cart" or "Carts" means those 32, 64 or 96- gallon containers with hinged lids provided by Contractor for the collection of Municipal Solid Waste, Solid Waste, Recyclable Material, and Green Waste. "City" means the City of Rosemead, California, and all of the territory lying within -7- the municipal boundaries of the City as presently existing or as such boundaries may be modified during the Term. "City Representative" means the City Manager, or the City Managers designee, authorized to administer and monitor the provisions of this Agreement. "City Service Sites" means those City properties or locations as set forth in Exhibit C, "City Service Locations," which is attached to and included in this Agreement. "Clean Material Recovery Facility" or "Clean MRF" means a material recovery facility other than a Dirty Materials Recovery Facility. "Collection" means the taking of physical possession of Municipal Solid Waste or Recyclable Materials from Customer premises, and their transport to the Materials Recovery Facility, Compost Facility, Construction Demolition and Debris processing facility, or Landfill. "Commercial Customer" means all premises in the City, other than Residential, Multifamily, or City Service Sites where Solid Waste, Recyclable Materials, and Organic Waste are generated or accumulated. The term "Commercial Customer' includes, but is not limited to, stores; offices; restaurants; rooming houses; hotels; motels; industrial and manufacturing, processing, or assembly shops or plants; hospitals, clinics, convalescent centers and nursing homes (non - medical waste). "Commercial Organic Waste" means Green Waste and Food Waste separated at the source of generation for inclusion in the Commercial Organic Waste Collection Service program. "Comprehensive Refuse Services" means the collection, transportation, processing, recycling, composting, conversion, retention and disposal of all Solid Waste, Organic Waste, (including Commercial Organic Waste, Food Waste, and Green Waste), Recyclable Materials, Construction and Demolition Materials, Bulky Item Materials, Household Hazardous Waste, and Universal Waste, all as defined in this Agreement, produced, generated and /or accumulated within the City. "Construction and Demolition Materials" or "C&D Materials" means discarded building materials, "inert wastes" as defined in Public Resources Code § 41821.3(a)(1) (rock, concrete, brick, sand, soil ceramics and cured asphalt), recyclable construction and demolition materials, packaging, plaster, drywall, rubble resulting from construction, remodeling, repair and demolition operations, but does not include asbestos - containing materials. Construction and Demolition Materials, but not asbestos - containing materials, are within the scope of this Agreement, subject to the licensed contractor exception in Section 1.6 above. "Consumer Price Index" or "CPI' shall have the meaning set forth in Section 8 INI of this Agreement. "Container" means Cart, Bin, or Debris Box "Contractor" means a California corporation, a party to this Agreement. "Contamination" means materials which are not specked for collection in particular containers or for processing at either a Clean MRF or Dirty MRF and which would either interfere with such processing or reduce the quality and value of the recovered materials. For example, for purposes of collection, metals and plastics would constitute "contamination" if placed in a green waste container and tree trimmings would constitute 'contamination" if placed in a recyclable materials container. "Customer" means the owner, occupant or user of premises at which MSW or recyclable materials are generated and then collected by Contractor. Customers include Residential Customers, Multifamily Customers, and Commercial Customers. City is also a receiver of collection services but not a Customer. "Customer with Disabilities" means a person who meets the eligibility requirements for a parking permit for a person with disabilities of the California Department of Motor Vehicles. "Dirty Materials Recovery Facility" or "Dirty MRF" shall mean a facility or that certain portion of a facility that processes Municipal Solid Waste to separate Recyclable Materials, Green Waste, Construction and Demolition Debris and other materials for sale to end users. In some cases the MSW processed at a Dirty MRF may have been collected in a special manner in order to reduce contamination, such as collecting at commercial premises with relatively dry MSW and routing to avoid collecting at commercial premises where wet MSW is generated, such as restaurants. "Disposal" means the burying of MSW at a permitted landfill or transformation at a permitted facility as further defined in Section 40192 of the California Public Resources Code. "Disposal Site" means such place or places specifically designated by the Contractor in Exhibit D, 'Recovery and Disposal Sites," for the disposal, or processing as appropriate, of Municipal Solid Waste and other materials as appropriate. "Diversion Rate" and "Minimum Diversion Rate" shall have the meaning set forth in Section 3.3 above. "Effective Date" means 2012, the date by which Contractor and City have approved the Franchise Agreement (including all attachments) and their respective authorized representatives have executed the INM Franchise "Franchise" means the exclusive right and privilege granted by this Agreement "Franchise Payment" means the negotiated payment agreed upon by the City and Contractor in consideration of City's grant of the Franchise to Contractor and which, inter alia, is intended to offset the City's expenses in administering this Franchise and to compensate City for damage to its streets, sidewalks, curbs and gutters and other infrastructure resulting from Contractor's exercise of this Franchise, the expenses of administering the program for the Solid Waste stream, reporting requirements under the Act and other related expenses. "Food Waste" means food scraps and trimmings from food preparation, including but not limited to: meat, fish and dairy waste, fruit and vegetable waste, grain waste, stable matter, and acceptable food packaging items such as pizza boxes, paper towels, waxed cardboard and food contaminated paper products. Food Waste is synonymous with "garbage" as that term is defined by Section 17225.30 of Title 14, California Code of Regulations. "Green Waste" means leaves, grass clippings, brush, branches and other forms of organic materials generated from maintenance or alteration of landscapes or gardens including, but not limited to, yard clippings, leaves, tree trimmings, prunings, brush and weeds and incidental pieces of scrap lumber, separated from the Solid Waste Stream. "Green Waste" does not include stumps or branches exceeding four inches (4 ") in diameter or four feet (4') in length, or palm fronds, or yucca, which are not suitable for composting. "Green Waste" is not a "Recyclable Material" but may be a form of Solid Waste if discarded into the waste stream. "Hazardous Waste" means any waste materials or mixture of wastes defined as a "hazardous substance" or "hazardous waste" pursuant to the Resource Conservation and Recovery Act ( "RCRA "), 42 U.S.C. §§ 6901 et seq., the Comprehensive Environmental Response, Compensation and Liability Act ( "CERCLA "), 42 U.S.C. §§ 9601 et seq., the Carpenter - Presley- Tanner Hazardous Substance Account Act ( "HSAA" ), codified at California Health & Safety Code §§ 25300 et seq.; the Electronic Waste Recycling Act of 2003 (SB 20, Sher, Chapter 526, Statutes of 2003; SB 50, Sher, Chapter 863, Statutes of 2004; AB 575, Wolk, Chapter 59, Statutes of 2011), laws governing Universal Waste, including, but not limited to, Universal Waste Electronics Devices ( "UWED "), non -empty aerosol cans, fluorescent tubes, high - intensity discharge lamps, sodium vapor lamps, and any other lamp exhibiting a characteristic of a hazardous waste, batteries (rechargeable nickel- cadmium batteries, silver button batteries, mercury batteries, small sealed lead acid batteries, alkaline batteries, carbon -zinc batteries and any other batteries which exhibit the characteristic of a hazardous waste), mercury thermometers, mercury- containing switches, and all future amendments to any of them, or as defined by Cal Recycle or the Department of Toxic Substances Control, or by their respective successor -10- agencies. If there is a conflict in the definitions employed by two or more agencies having jurisdiction over hazardous or Solid Waste, the term "Hazardous Waste" shall be construed to have the broader, more encompassing definition. "Household Hazardous Waste" means materials generated at the premises of Residential or Multifamily Customers that cannot be lawfully deposited in a Landfill, such as dry cell household batteries; cell phones and PDAs; used motor oil; used oil filters, fluorescent light bulbs; E- Waste; cleaning products, pesticides, herbicides, insecticides, and certain paints, automotive products, solvents, stripper, adhexives, and Universal Waste. "Maximum Permitted Customer Rates" shall have the meaning set forth in Section 8.1 below. "Material Recovery Facility" or "MRF" means a legally - permitted facility designated by the Contractor in Exhibit D that accepts, sorts, processes and stores MSW, single stream recyclable materials, and /or source separated Recyclable Materials in order to segregate individual commodities for sale "Minimum Diversion Requirements" means the quantitative requirements for diversion of collected material from solid was "Multi- Family Dwelling" or "MFD" means a building, dwelling unit or complex containing multiple dwelling units that house five (5) or more residences. Apartment complexes, condominiums, townhouses and similar configured housing complexes are included. "Municipal Solid Waste or "MSW" means all fractions of discarded solid, semi- solid and liquid wastes, including garbage, trash, refuse, paper, rubbish, ashes, industrial wastes, construction /demolition debris, discarded home and industrial appliances, manure, vegetable or animal solid wastes, and other discarded substances or materials. "Organic Materials " means Green Waste and, upon approval from City, Food Waste. Organic Waste is a form of Solid Waste when discarded into the waste stream. "Organic Waste Processing Facility" means any facility designated by the Contractor in Exhibit D that is designed, operated and legally permitted for the purpose of receiving and processing Organic Waste. "Qualifying Senior" means a Customer sixty-two years of age or older qualifying as a person of low income under "Recyclable Materials" is a part of the waste stream that can be reused or processed into a form suitable for reuse through reprocessing or remanufacture, consistent with the requirements of AB 939. The following list may be modified, -11- by the mutual agreement of City and Contractor memorialized in writing executed by both Parties. As of the date of execution of this Agreement, Recyclable Materials includes, but is not limited to the following: 1. Aluminum cans; 2. Glass jars and bottles; 3. Steel, bi -metal and tin cans, and empty aerosol containers; 4. Plastic soft drink bottles and other Type #1 containers (PET - polyethylene terephthalate); 5. Plastic milk and water jugs and other Type #2 containers (HDPE- high density polyethylene); 6. Type #3 plastic containers (V- polyvinyl chloride); 7. Type #4 plastic containers (LDPE -low density polyethylene); 8. Type #5 plastic containers (PP- polypropylene); 9. Type #6 plastic containers (PS- polystyrene); 10. Type #7 plastic containers (other and commingled); 11. Film plastic, e.g., plastic bags, shrink wrap; plastic toys and tools, and other plastic materials (if readily identifiable as being recyclable); 12. PVC pipe; 13. Juice boxes and milk cartons (aseptic packaging, Tetra Pak @, and waxed cardboard); 14. Detergent containers; 15. Scrap metal, coat hangers and metal foil; 16. Newspapers and telephone books; 17. Mixed paper (e.g., ledger, computer, junk mail, magazines, paperback books, cereal boxes, envelopes, paper shopping bags and non - metallic wrapping paper); 18. Corrugated cardboard and chipboard; 19. Chlorofluorocarbons (when collected as Bulky Items); 20. Tires (when collected as Bulky Items;) and -12- 21. Wood (incidental scrap pieces if set out for collection with Green Waste, and larger quantities when collected as Bulky Items ). "Residential Customer" generally means a Customer at a detached dwelling, or each unit of a duplex, triplex, or quadplex, a townhouse, a condominium unit or a mobile home of permanent character placed in a permanent location. "Scavenging" means the unauthorized removal of Recyclable Materials. Scavenging is prohibited by Public Resources Code § 41950. "Service Commencement Date" means August 1, 2013, the date upon which Contractor becomes solely responsible for providing Comprehensive Refuse Services to City and within City's boundaries. "Solid Waste" means and includes any materials defined as "solid waste' by Section 40191 of the California Public Resources Code, and specifically includes, without limitation, Recyclable Materials, Organic Waste, Bulky Items, and all other non - hazardous materials, excluding Universal Waste, that are discarded into the waste stream by the generator, or collected in exchange for a fee or any other consideration, regardless of form or amount. "Streets" shall mean all dedicated public rights -of -way within the existing or future corporate limits of the City. "Term" means the operative life of this Agreement as provided in Section 3. "Transition Period" mean the period of time between the Effective Date and the Service Commencement Date. "Universal Waste" means and includes, but is not limited to, Universal Waste Electronic Devices" or "UWEDs," (i.e., electronic devices subject to the regulation of the Department of Toxic Substances Control, 23 CCR §§ 66273.1, et seq.), and other Universal Wastes, including, but not limited to non -empty aerosol cans, fluorescent tubes, high intensity discharge lamps, sodium vapor lamps, and any other lamp exhibiting a characteristic of a hazardous waste, batteries (rechargeable nickel- cadmium batteries, silver button batteries, mercury batteries, small sealed lead acid batteries [burglar alarm and emergency light batteries] alkaline batteries, carbon -zinc batteries and any other batteries which exhibit the characteristic of a hazardous waste), mercury thermometers, and mercury- containing switches. Also see of this Agreement. "Work Days" means the days Monday through Friday, during the hours of 6:00 a.m. to 6:00 p.m., which is the general period Contractor provides regular collection services. 5. Compliance with Laws and Regulations. Contractor warrants that it will comply with all applicable laws, including implementing regulations, as they may be amended, specifically including, but not limited to RCRA, CERCLA, the Act, the -13- Electronic Waste Recycling Act of 2003, laws governing Universal Waste, including, but not limited to, Universal Waste Electronics Devices, mercury thermometers, mercury- containing switches, regulations and orders of the California Department of Toxic Substances Control, the California Air Resources Board, CalRecycle, and their respective successor agencies, and all other applicable laws of the United States, the State of California, the County of Los Angeles, ordinances of the City, the requirements of Local Enforcement Agencies and all other agencies with jurisdiction. 6. Community Work to be Done. As part of the consideration for the grant of an exclusive franchise, Contractor shall provide the following services at no charge to City: 6.1 Collection from City Facilities. Firm shall collect and dispose of all Solid Waste, Recyclable Materials, and Organic Waste generated at City facilities and at City- owned bus stops /public trash receptacles. Firm shall also provide City with additional containers as needed in conjunction with City special events and City projects. Such locations, events, and projects are fully described in City Service Locations List (Exhibit C). 6.2 Collection of Abandoned Property. Contractor shall collect and remove abandon items dropped in City public right -of -way areas, at City parks, and other public locations. Collection shall be with a flatbed truck, or other comparable vehicle approved in writing by the City Manager, of the type used for Bulky Item collection. Schedule and route shall be directed by the City and take place Monday through Friday, between 6:00 a.m. and noon, with no service on holidays. 6.3 Development Review. Contractor, upon City's request, shall assist the City in the review of applicants' plans for projects covered by Public Resources Code § 42911, including commercial and multi - family projects, to provide for effective and economical accumulation and collection of Solid Waste, Organic Waste and Recyclable Materials. 6.4 Communication with City; Emergency Service. Contractor shall establish and maintain an office and have an authorized supervisor as the point of contact for communications with the City. Contractor will provide cell phone numbers and /or other required contact information to City Staff to be used in case of an emergency. These emergency numbers can be used outside normal business hours and will be kept confidential. The Contractor's office shall have a twenty-four (24) hour telephone service and a responsible person in charge seven (7) days a week to receive all requests for emergency service which are forwarded by the City. Firm shall respond and provide emergency service within two (2) hours from the time a call is placed by the City. Requests for routine service or complaint issues shall be resolved expeditiously within the following twenty -four (24) hour period. 110 6.5 Good Corporate Citizenship. Contractor's commitment to good corporate citizenship as the holder of an exclusive franchise in the City is set forth in Exhibit F. Customer Service. 7.1 Regular Office Hours, Telephone Access, and Website (a) Local Office. Contractor shall maintain an office within the City, located at , staffed for a minimum of twenty (20) hours per week throughout the term of this Agreement, commencing two weeks before the initiated at least two (2) weeks before the Service Commencement Date. (b) Customer Calls. The Contractor shall have at all times during the hours between 6:00 a.m. and 5:00 p.m. Monday through Friday an employee available at Contractor's office to promptly answer inquiries and to receive and respond to complaints. Contractors name shall be listed in Rosemead -area telephone directories under Contractor's name, at Contractor's expense. 7.2 Emergency / After Hours Telephone Number. Contractor shall have an after -hours message center where customers can leave messages. Contractor will retrieve all voice and email messages the following business day. 7.3 Multilingual Service. Contractor shall provide customer service by telephone and on its website in English, Spanish, Mandarin, Vietnamese and such other languages that City reasonably determines to be necessary for communication with customers. 7.4 Accessible Customer Service. Customer service shall be provided in a manner that is accessible to persons with disabilities as required by the Americans With Disabilities Act and any other applicable law. 7.5 Customer Service and Complaint Logs. Contractor shall update customer records with any inquiries, service requests and complaints into a customer data base which shall be maintained in a manner that is reasonably available for inspection and review by City upon request. All calls shall be recorded. Contractor shall note the name and address of the complainant, the date and time of the complaint, the nature of the complaint, the name of the Contractor's employee taking the complaint, and the nature and date of Contractor's resolution of the complaint. Contractor shall inform all service recipients that all complaints shall be directed to Contractor. The complaint log shall be maintained on a computerized database format. The complaint log shall be available for inspection and review by City upon request. Contractor shall provide a summary of the complaint log to City monthly during the first (15`) year of service and then quarterly thereafter for the duration of the Term at the City's request. -15- 7.6 Service Responses. City and Contractor agree that the protection of public health, safety and well -being require that service complaints be acted on promptly. Contractor shall be responsible for the prompt and courteous attention to, and prompt and reasonable resolution of, all service recipient complaints. (a) Missed Pick -Ups. In the case of a complaint of a missed collection, Contractor shall make the collection on the date of the call if the call is received by 10:00 a.m. and before noon the following collection day if the complaint is received after 10:00 a.m. (b) Other Complaints. Contractor will respond to all complaints from service recipients, other than missed - pickups, within one (1) working day of receiving the complaint. 7.7 Overflowing Containers /Bins. In the event that Customers regularly produce more refuse that their current service level allows, Contractor may initiate a process to increase service levels. In such case, Contractor shall document the incident with a photograph, date, time, and send notice to the Customer. Upon three (3) such incidents in a six (6) month period, the Contractor shall notify the City. If, upon further review, such overflow persists, Contractor may increase service levels to the customer. 7.8 Contaminated Containers /Bins. If Customers dispose of improper materials in recycling containers, Contractor may initiate a process to remove recycling containers. In such case, Contractor shall document the incident with a photograph, date, time and send notice to the customer. Upon three (3) such incidents in a six (6) month period, the Contractor shall notify the City. If, upon further review, such contamination persists, Contractor shall be allowed to remove recycling containers that were provided to the customer. 8. Customer Rates and Billing Procedures. 8.1 Rates for Service. (a) Maximum Permitted Customer Rates. Contractor shall not charge rates (or additional charges, fees, or penalties) in excess of the Maximum Permitted Customer Rates specified on Exhibit E attached to this Agreement, including the Qualifying Senior and Customers with Disabilities discounts. (b) Adjustments To Maximum Permissible Service Rates: Five Percent Annual Maximum. On August 1, 2014 and annually thereafter, the Maximum Permissible Rates shall be adjusted by the lesser of Five Percent (5 %) or the "Cost Increase Percentage." Cost Increase Percentage shall mean: [.70(Percentage Change in CPI) + .30 (Percentage Change in Disposal/Tipping Fee.)) -16- 2. "Percentage Change in CPI" shall mean the percentage change in the All Urban Customers, Los Angeles, Riverside, Orange County index, for the previous 12 -Month period ending in May. (For instance, an August 1, 2014, Percentage Change in CPI would be the change between the CPI index in May 2014 and the CPI index in May 2013 .) 3. "Percentage Change in Disposal Tipping Fee' shall mean the Average Municipal Disposal Fee for the previous be the average municipal disposal fees charged at landfills within a fifty (50) mile radius of the City, calculated between and of the previous year. 4. Adjustment Due to Change In Law. As used herein, "Change in Law" means the enactment, issuance, adoption, repeal, amendment or modification of any federal, state or local statute, ordinance or regulation, or a regulatory agency or other administrative agency interpreting a regulation or statute, or a judicial decision interpreting a law, statute, ordinance or regulation, in a manner different than relied upon by municipalities and the solid waste and collection industry. Contractor may adjust the Maximum Customer Rates by an amount equal to the increase or incremental increase, as the case may be, in the reasonable costs (i.e. on any direct or indirect cost, whether fixed or variable) of Contractor's provision of services under this Agreement that are caused by the Change in Law. Contractor shall provide to the City and the public detailed information supporting the proposed increase in Maximum Customer Rates, which may not be retroactive. If within sixty days after receiving the notice of adjustment and supporting documents, or upon failure to receive adequate supporting documents, the City concludes that the increase exceeds the reasonable increased costs for providing the new service, City may notify the Contractor that it is in default under this Agreement. 8.2 Contractor to Bill. The Contractor shall be solely responsible for the billing and collection of payments from Customers. Quarterly customers bills for services shall be submitted and collected by the Contractor in advance of the quarter's service. A thirty -day grace period shall be allowed prior to the charge of any late fee or penalty. 8.3 City Provided Billing Inserts. City may provide educational and other material to Contractor for inclusion in the invoices mailed by Contractor to Residential, Multifamily and Commercial Customers for collection services. Contractor shall not charge the City for the inclusion of additional educational or other materials in the invoices provided the inclusion of such City requested materials does not exceed the cost for standard postage for any mailing. -17- 8.4 Delinquent Service Accounts. (a) Residential Accounts. Contractor agrees not to discontinue service to Residential customers. Residential Customers (owners or tenants) who have not remitted required payment within one hundred twenty (120) days after the date of billing shall be notified by Contractor on forms that contain a statement that if payment is not received within fifteen (15) days from the date of the notice, the delinquent and unpaid charges, including a 10% penalty and 1.5% monthly interest, may be placed on the Los Angeles County annual secured property tax rolls and that any amount owing would then become a lien on the property. Contractor shall provide such notice to Residential customers as is required under Proposition 218 to include notification via U.S. Mail to the current billing address on file. The City agrees to annually levy delinquent charges for the prior calendar year for collection with property taxes. The parties intend that while the City will elect in accordance with State Law to place delinquent and unpaid solid waste assessments on the secured property tax rolls, Contractor understands and agrees that the City has no obligation to foreclose on any tax bill. Contractor shall pay all fees charged by Riverside County in connection with the establishment of this secured tax roll billing and collection program and shall pay all direct and indirect costs incurred by the City in processing delinquent and unpaid assessments through the secured property tax roll procedure. City shall remit to Contractor within thirty days of receipt from the Riverside County Assessor of amounts collected pursuant to this process. (b) Commercial and Other Accounts. Contractor agrees to not discontinue service to a commercial or debris box customer until customer's account has been delinquent for a period of at least sixty (60) days. If the Contractor terminates service to any non - paying person, corporation or entity, such person, corporation, or entity as a condition precedent to re- establishment of such service, shall comply fully with all of the then billing policies and practices of the Contractor, including, but not limited to, requirement of payment by cash or cash equivalent, prepayment of one full billing cycle, a security deposit, payment of all costs of collection of monies owed to Contractor, and payment of a reinstatement fee. In addition, delinquent accounts shall be charged a 1.5% monthly late fee on the delinquent balance. If the Contractor discontinues service for non - payment, Contractor shall, upon City request, give written notice to the City Manager of any discontinuance of service for nonpayment, giving the name and address of the customer(s). 9. Residential Services. Contractor shall provide refuse collection service to Residential Customers as set forth in this Section 9 and Exhibit G, "Residential Services." 9.1 Weekly Service. Contractor shall provide refuse collection service at an interval not less than once per week to all Residential Customers' properties in the City. Firm will provide fully automated Solid Waste, Recyclable Material and Green Waste containers for residential customers. The standard Cart is 96- gallons, but Residential Customers may request a smaller size container, which the Contractor will provide IFF-11 within fourteen (14) days. Extra recycling and green waste containers shall be provided at Residential Customers' request. 9.2 Temporary Bin and Box Service. Contractor shall provide temporary Bin and Box service, including Construction and Demolition Debris Bins, to Residential Customers. Contractor shall deliver such Bin or Box within 24 (twenty-four) hours of request (not including weekends or holidays). 9.3 Bulky Items Service. Contractor shall provide Bulky Items collection to all residential customers upon requests. A Customer shall have the right to twenty- five (25) Bulky Items pickups per year, with up to five (5) items per pickup. Such pickup shall take place on the regularly scheduled collection day. Customers must call in at least forty -eight (48) hours prior to scheduling a pickup. 9.4 Holiday Tree Collection. Contractor shall collect all holiday trees discarded by any residential customer on the first two regularly scheduled collection days after Christmas Day. 9.5 Backyard /Off- Street Collection Option. Contractor shall provide a backyard /off- street collection service to residential customers that request such service. Contractor shall remove all Carts and place them out for collection service and return Carts to the storage area after collection. Contractor may charge Customers for this service up to the amounts set forth in Exhibit F, which includes a discount program for Qualifying Seniors or Customers with Disabilities set forth in that exhibit. This service shall be provided at no additional charge to the extent necessary to comply with the provisions of the Americans with Disabilities Act or any similar state law. 10. Multifamily and Commercial Services. Contractor shall provide refuse collection service to Multi - Family and Commercial Customers as set forth in this Section 10 and Exhibit H, "Commercial and Multi - Family Services." 10.1 Regular Service. Contractor shall provide refuse collection service at an interval of at least once per week to all customers at multi - family /commercial properties in the City. Contractor will provide 2, 3, 4 and 6 cubic yard Bins upon request. As an alternative to Multifamily or Commercial Customers that do not have adequate space or generate enough waste to necessitate a Bin, Contractor shall offer customers automated 96- gallon Carts for Solid Waste, Recycling and Green Waste. Such service shall be billed based on the number of Solid Waste containers provided and number of pickups per week. After completion of a waste audit, the City shall make the final determination as to whether a customer will receive an automated collection container. 10.2 Bulky Item Service. Contractor shall provide Bulky Item collection to all Multi- family Customers in the City without any additional charge. Such collection will be limited at 4 (four) items per pickup, with up to 4 (four) pickups that may be scheduled each year. Such pickup shall take place on the regularly scheduled collection day. Multi- family Customers must schedule a pickup at least forty-eight (48) hours in -19- advance, excluding weekends and holidays. Other Commercial customers, including the managers of multi - family properties, may participate in this collection program described in Exhibit H, "Commercial and Multi- family Services," paying no more than the Maximum Permitted Customer Rates in Exhibit F. 10.3 Recycling. In compliance with State law, firm shall provide recycling collection services to Commercial customers, in compliance with provisions included in Assembly Bill 341 and the City's local commercial solid waste recycling ordinance. Such recycling services will be directed at Commercial customers that generate 4 cubic yards of solid waste per week or multi - family dwellings with 5 or more units. Further, the Contractor shall meet provisions listed in Public Resources Code Section 42649, which include developing a source separation or mixed waste processing program for recyclable materials. Such programs will be established between Commercial customers and Contractor and include outreach programs, reporting requirements, enforcement provisions for meeting requirements established related to commercial recycling. In addition, Contractor shall send a minimum of 75% of commercial refuse (not including Multi- family Customers) collected by weight for processing to recover recyclables, with a minimum recovery rate of 25 %. Firm shall provide City with weight tickets to confirm materials processed. 10.4 Waste to Energy. Contractor shall send a sufficient amount of refuse from which recyclable materials have been removed to a waste -to- energy facility for the City to receive five thousand (5,000) tons of diversion credit per year. The City reserves the right to request that additional refuse materials be sent to a waste -to- energy facility if it is necessary to meet Minimum Diversion Requirement. 10.5 Repositioning of Bins. Contractor Firm may not charge additional fees for "scout" or "swamper' services required to position bins for proper collection. If positioning a bin is required, the bin shall not be left in a location that will obstruct traffic or access through the public right -of -way. 11. Collection Routes. 11.1 Collection Routes. The schedule of collections shall be subject to the approval of the City Manager. The Contractor shall prepare and file with the City Manager a collection schedule, together with a composite map of the routes and a list of all addresses in each route., indicating the collection days for each area. 11.2 Subsequent Collection Route Changes. The Contractor shall submit to the City Manager, in writing, any proposed route change (including maps thereof) not less than thirty (30) calendar days before the proposed date of implementation. If the route change will change the collection day for a Customer, the Contractor shall, at its expense, provide written notice with postage prepaid and forwarded through the United States mail or by personal service, notify each Customer of the day or days of the week on which service will be provided. The notice shall contain the day or days of the week upon which the collection will be made, the name, address and telephone number of the Contractor, and other information deemed necessary by the City manager. The notice -20- shall be paid or personally served not less than fourteen(14) days before the change. If the City Manager so directs, the Contractor shall also publish a notice with the same information in a newspaper of local circulation once each week for two successive weeks immediately prior to the change in the collection schedule. 11.3 Collection Route Audits. The City reserves the right to conduct audits of Contractor's collection routes. The Contractor shall cooperate with the City in connection therewith, including permitting City employees or agents, designated by the City Representative, to follow behind the collection vehicles in order to conduct the audits. The Contractor shall have no responsibility or liability for the salary, wages, benefits or worker compensation claims of any person designated by the City Representative to conduct such audits. 12. Public Outreach Services. 12.1 General. Contractor shall be responsible for providing outreach bill inserts describing programs, services, and events. Contractor shall include such program inserts at least twice annually with the approval of City prior to distribution. 12.2 Waste Generation and Characterization Studies. Contractor acknowledges that City must perform Solid Waste generation and characterization studies periodically to comply with AB 939 requirements. Contractor agrees to participate and cooperate with City and its agents and to perform studies and data collection exercises, as needed, to determine weights, volumes and composition of Solid Waste generated, disposed, transformed, diverted or otherwise processed to comply with AB 939. 13. Collection Equipment. 13.1 General. Contractor warrants that it shall provide adequate numbers of vehicles and equipment for the collection, transportation, recycling and disposal services for which it is responsible under this Agreement. All collection vehicles used by Contractor in the performance of services under this Agreement shall be of a high quality. The vehicles and equipment to be used are specified in Exhibit I. 13.2 Identification. The vehicles used pursuant to this Contract shall have the name of the Contractor, the Contractor's local telephone number, and a unique vehicle identification number for each vehicle prominently displayed on all collection vehicles. The vehicles shall also display a statement as to the type of alternative fuel being used. 13.3 Alternative Fuels. The Contractor shall use alternative fuel vehicles approved by the South Coast Air Quality Management District for fully automated refuse collection services. Vehicles shall meet all requirements specified per AQMD Rule 1193 as it may be amended from time to time. 13.4 Fully Automated Residential Collection. Vehicles used for Residential collection services shall be fully automated side - loading refuse trucks, using a fully mechanized arm to pick up and dump automated waste collection containers. Drivers -21- shall not be required to exit the vehicle to assist with securing the containers to, or lifting the containers into, the refuse collection truck. 13.5 Registration and Inspection. All vehicles utilized by Contractor in the performance of this Agreement shall be registered with the California Department of Motor Vehicles. All vehicles shall pass the required periodic California Highway Patrol biennial inspection of the terminals ( "BIT "). Within fifteen (15) days of the BIT inspection, Contractor shall provide records from all of the terminal(s) responsible for the maintenance and repair of equipment used in the City. All vehicles and equipment used by Contractor in the performance of this Contract shall be subject to inspection by the City upon twenty -four (24) hours notice by the Public Works Director. 13.6 Drivers and Operators. All drivers employed by Contractor and operating equipment in the City shall be properly licensed for the class of vehicle they drive, enrolled in the Department of Motor Vehicles Employee Pull Notice (EPN) program, and abide by all State and federal regulations for driver hours and alcohol and controlled substances testing. 13.7 Litter, Spills. Each of Contractor's vehicles shall be constructed and used in a manner so that no part of the waste stream will blow, fall, or leak out of the vehicle. All waste shall be transported by means of vehicles which are covered in such a manner as to securely contain all waste and to prevent such waste from projecting, blowing, falling or leaking out of the vehicles. Any waste dropped or spilled in collection, transfer or transportation shall be immediately cleaned up by Contractor. A broom and a shovel shall be carried at all times on each vehicle for this purpose. 13.8 Avoiding Damage to Streets. Contractor shall use commercially reasonable efforts to prevent damage to all streets over which its collection equipment may be operated, and Contractor shall obtain all required approvals for operation of its Collection vehicles on private streets and parking lots. Contractor shall use commercially reasonable efforts to prevent spills of fuel, fluids (such as oil, hydraulic fluid, brake fluid, etc.) on streets, and if such a spill occurs, Contractor shall within 1 hour notify the City (including the Director of Public Works or his /her designee) and all proper regulatory authorities of said spill and release of fluids, and shall clean, at Contractor's expense, the spilled fluids in coordination with, and to the satisfaction of, City and applicable regulatory agencies. Upon a release of such fluids, the driver shall immediately park the vehicle and it shall remain parked until the leak is repaired. In such event Contractor shall not park the leaking vehicle within two hundred (200) feet of a storm drain and shall utilize absorbent, sand bags or other appropriate means to prevent leaking fluids from entering storm drains. In the event of any type of spill or other emergency, Contractor shall be responsible for securing the immediate safety of the vehicle driver, all other employees of Contractor and all persons and property in the surrounding vicinity. Contractor shall not transfer loads from one vehicle to another on any public street or private roadway, unless it is necessary to do so because of mechanical failure or damage to a collection vehicle which renders it inoperable and the vehicle cannot be towed. In addition, each collection vehicle shall be equipped with -22- trash bags, masking tape and notice of non - collection tags for the purpose of separating hazardous waste for return to the generator. 13.9 Communications. A communications device such as a two -way radio or a cellular telephone shall also be maintained on each vehicle at all times. 13.10 Equipment Storage. Contractor shall not store any vehicle or equipment on any public street, public right -of -way or other public property in the City without obtaining a Encroachment Permit from the Public Works Department and prior written consent of the Public Works Director. 13.11 Equipment Removal. Should the Public Works Director at any time give written notification to Contractor that any vehicle does not comply with the standards in this Agreement, the vehicle shall be promptly removed from service by Contractor and not used again until inspected and authorized in writing by the Public Works Director. 13.12 Equipment Maintenance. All vehicles shall be properly maintained, kept clean and in good repair, and shall be uniformly painted. All vehicles used in performance of this Contract shall be maintained and operated in conformance with all applicable laws, statutes, rules and regulations. In performance of this Contract, the issuance of four (4) or more vehicle, driver /operator or other citations that relate in any way to this Contract within a 12 month period shall be deemed to be breach of this Contract. Quarterly reports setting forth information regarding Contractor's vehicles and equipment shall be prepared on such form as required by the Public Works Director. Each quarterly report shall be submitted on or before the 15th day of the month following the end of the previous calendar quarter. 13.13 Compliance. Contractor warrants that it will comply with all measures and procedures promulgated by all agencies with jurisdiction over the safe and sanitary operation of all its equipment. 13.14 Private Streets, Alleys and Parking Lots. Contractor agrees to use its best efforts to prevent damage to private streets, alleys and parking lots over which its collection equipment may be operated, to obtain all required approvals for operation of its collection vehicles on private streets, alleys and parking lots. 13.15 Safety Equipment. All collection equipment used by Contractor shall have appropriate safety markings including, but not limited to, highway lighting, flashing and warning lights, clearance lights, and warning flags. All such safety markings shall be subject to the approval of the City and shall be in accordance with the requirements of the California Vehicle Code, as may be amended from time to time. All collection vehicles shall be equipped with audible back -up warning devices. 13.16 Vehicle Signage and Painting. Collection vehicles shall have the Contractor's name, Contractor's customer service telephone number, and a vehicle identification number on each side of the vehicle in type that is easily read by the public. -23- 13.17 Maintenance Log. Contractor shall maintain a maintenance log for each collection vehicle. The log shall at all times be accessible to City upon request of City Representative, and shall show, at a minimum, each vehicle's Contractor - assigned identification number, date purchased or initially leased, dates of performance of routine maintenance, dates of performance of any additional maintenance, and description of additional maintenance performed. 13.18 Equipment Inventory. On or before the Service Commencement Date and upon City's request thereafter, Contractor shall provide to City an inventory of collection vehicles and major equipment used by Contractor for collection or transportation and performance of services under this Agreement. The inventory shall indicate each collection vehicle by Contractor assigned identification number, DMV license number, the age of the chassis and body, type of fuel used, the type and capacity of each vehicle, the number of vehicles by type, the date of acquisition, the decibel rating and the maintenance status. Upon City request, Contractor shall submit to the City Representative, either by Fax or e-mail, an updated inventory annually to the City or more often at the request of the City Representative. Each vehicle inventory shall be accompanied by a certification signed by Contractor that all collection vehicles meet the requirements of this Agreement. Vehicles and equipment shall be not more than three years old. 13.19 Reserve Equipment. The Contractor shall have available to it, at all times, reserve collection equipment which can be put into service and operation within one (1) hour of any breakdown. Such reserve equipment shall correspond in size and capacity to the equipment used by the Contractor to perform the contractual duties. 13.20 Containers. (a) Containers (Carts, Bins, and Boxes) provided to Customers of Contractor for storage, collection or transportation of solid wastes shall meet the requirements designated by the Public Works Director as well as State of California minimum standards for solid waste handling established under Public Resources Code Section 43020 and applicable health requirements. The Public Works Director shall have the right to approve the color of containers, manufacturer of containers, and lettering and decals used on containers. Contractor shall repair or replace any container which is damaged, broken, lost or stolen with a container approved by the Public Works Director at no cost. (b) All containers used by Contractor in the performance of solid waste handling services shall be marked with Contractor's name and telephone number in letters which are easily read by the general public. All solid waste containers used in the performance of this Contract shall be kept clean and in good repair to the satisfaction of the Public Works Director. Contractor shall also regularly inspect containers and bins and be responsible for the prompt removal of graffiti from such containers /bins. -24- 14. Privacy. 14.1 General. Contractor shall observe and protect the rights of privacy of service recipients. Information identifying individual service recipients, or the composition or contents of a service recipient's Solid Waste, Recyclable Materials, or Organic Waste shall not be revealed to any person, governmental unit, private agency or company, unless upon the authority of a court of law, by statute, or upon valid authorization of the service recipient. This provision shall not be construed to preclude Contractor from preparing, participating in, or assisting in the preparation of waste characterization studies or waste stream analyses which may be required by the Act, or preparing and distributing public awareness materials to service recipients. 14.2 Mailing Lists. Contractor shall not market or distribute mailing lists with the names and addresses of service recipients. 14.3 Privacy Rights Cumulative. The rights accorded service recipients pursuant to this Section shall be in addition to any other privacy rights accorded service recipients pursuant to federal or state law. 15. Service Exceptions; Hazardous and Universal Waste. 15.1 Hazardous Waste Inspection, Diversion and Reporting. Contractor reserves the right and has the duty under law, to inspect Solid Waste put out for collection and to reject Solid Waste observed to be contaminated with Hazardous Waste. Should Contractor find or observe reportable quantities of Hazardous Waste put out for collection with Solid Waste, Contractor shall notify all agencies with jurisdiction, including the California Department of Toxic Substances Control and Local Emergency Response Providers and, if appropriate, the National Response Center, of reportable quantities of Hazardous Waste, found or observed in Solid Waste observed or collected anywhere within the City. In addition to other required notifications, if Contractor observes any substances which it or its employees reasonably believe or suspect to contain Hazardous Wastes unlawfully disposed of or released on City property, including storm drains, streets or other public rights of way, Contractor shall notify the City Manager, or the City Manager's designee immediately. 15.2 Universal Waste Handling. Contractor shall handle Universal Waste Electronic Devices (UWEDs) and cathode ray tubes (CRTs) and other Universal Wastes, including, but not limited to non -empty aerosol cans, fluorescent tubes, high intensity discharge lamps, sodium vapor lamps, and any other lamp exhibiting a characteristic of a hazardous waste, batteries (rechargeable nickel- cadmium batteries, silver button batteries, mercury batteries, small sealed lead acid batteries [burglar alarm and emergency light batteries] alkaline batteries, carbon -zinc batteries and any other batteries which exhibit the characteristic of a hazardous waste), mercury thermometers, mercury- containing switches, and any other Universal Wastes disposed of improperly into the Solid Waste stream in a manner consistent with the applicable regulations of the Department of Toxic Substances Control, or its successor agency. -25- 15.3 Hazardous and Universal Waste Diversion Records. Contractor shall maintain records showing the types and quantities, if any, of Hazardous and Universal Wastes found in Solid Waste and which was collected from service recipients within the City, but diverted from land filling, and the diversion addresses. 16. Ownership of Solid Waste, Recyclable Materials, Organic Waste and Construction and Demolition Materials. Ownership of Solid Waste, Organic Waste, and Recyclable Materials shall pass, by operation of law, to Contractor at such time as said materials are placed for collection in Containers for collection by Contractor. Ownership and the right to possession of Solid Waste, Recyclable Material, Organic Waste and Construction and Demolition Materials placed for collection shall transfer directly from the service recipient to Contractor, by operation of law and not by virtue of this Agreement. At no time does the City obtain any right of ownership or possession of Solid Waste or any Hazardous Waste illicitly placed for collection in a Solid Waste Container, and nothing in this Agreement shall be construed as giving rise to any inference that City has any such rights. 17. Marketing and Diversion of Recyclable Materials Contractor agrees to divert all Mixed Recyclable Material /Solid Waste, Recyclable Materials and Organic Waste from disposal in landfills or transformation facilities, to the extent feasible, and to obtain maximum diversion credit. 18. Contractor's Books and Records; Audits 18.1 Record Retention. In addition to the requirements set forth elsewhere in this Agreement, Contractor shall maintain all records relating to the services provided hereunder during the Term and an additional period of not less than three years, or any longer period required by law. The City shall have the right, upon five business days advance notice, to inspect, copy and audit all records relating to this Agreement, including, but not limited to, service recipient lists, billing records, maps, and customer complaints. Such records shall be made available to City at Contractor's regular place of business, or other place agreed to by City and Contractor, within the County of Los Angeles. 18.2 Underpayment. Should any examination or audit of Contractor records reveal an underpayment of any payment required to be paid to City under this Agreement, the amount of such underpayment, plus interest at the maximum rate permitted under California law, shall become due and payable to City not later than thirty days after written notice of such underpayment is provided to Contractor by City. Should an underpayment of more than five percent (5 %) be discovered, Contractor shall bear the entire cost of the examination or audit. -26- 19. Integrated Waste Management Act; Reporting Requirements. Contractor shall cooperate with City in Solid Waste disposal characterization studies and waste stream audits and shall implement measures adequate to achieve the diversion goals set forth in this Agreement. During the Term of this Agreement, Contractor, at no expense to City, shall submit to City all relevant information and reports required to meet the reporting obligations imposed by CalRecycle under the Act, as amended. Contractor agrees to submit such reports and information by email or on computer discs, in a format acceptable to City at no additional charge, if requested by City. 20. Reports. 20.1 Periodic Reports. Contractor shall submit to City monthly reports setting forth any complaints (e.g. written or oral comments received by Contractor expressing dissatisfaction with Contractor or any services provided by Contractor that relate in any manner to this Contract); the total amount (in tons) of solid waste which Contractor collected in the City of Rosemead during the reportable month; the total weight (in tons) of solid waste disposed of by Contractor at landfills and transfer stations which Contractor collected in the City of Rosemead during the reportable month; the total weight and the weight by material category (in tons) of solid waste disposed of by Contractor at recycling and materials recovery facilities during the reportable month which Contractor collected in the City; the name and location of all solid waste and recycling facilities where City materials were delivered; and such other tonnage or other information as requested by the Public Works Director including, but not limited to, weigh tickets and recycling records. Such monthly reports shall be prepared on such form as required by the Public Works Director. In addition, on a quarterly basis, the Contractor shall submit to the City any equipment, terminal safety, employee safety and inspection reports, citations, records and other documents for all Contractor's operations and activities that relate in any way to this Contract including, but not limited to, periodic California Highway Patrol biennial terminal inspection reports; vehicle citations; California Highway Patrol Incident reports; citations issued to drivers /operators; other citations issued to the Contractor or its employees; California Occupational Safety and Health Administration 300 reports; and Lead Environmental Agency inspection /compliance reports. Each quarterly report and accompanying reports /citations shall be submitted on or before the 15th day of the month following the end of the quarter (i.e. report due January 15 for first quarter after the Effective Date) and submitted to: Public Works Director City of Rosemead 8838 East Valley Blvd Rosemead, CA 91770 _27_ Contractor shall comply with all recycling and diversion requirements imposed by law, ordinance, or regulation on the City. Monthly reports stating the total amount (in tons) of solid waste which Contractor landfilled, recycled and collected should accurately reflect a sixty percent (60 %) diversion rate as required by the City. At the end of each quarter, monthly reports will be evaluated for AB939 compliance. Failure to comply with the recycling and diversion requirements shall be a material breach of this Contract. 20.2 Reporting Additional Matters. Contractor shall provide City two copies (one to the City Representative, one to the City Attorney) of all correspondence, reports, pleadings, applications, notifications, notices of violation, communications or other material relating specifically to Contractor's performance of services pursuant to this Agreement, submitted by Contractor to, or received by Contractor from, the United States or California Environmental Protection Agency, CalRecycle, or its successor agency, the California Department of Toxic Substances Control, or its successor, the Fair Political Practices Commission, the cognizant Local Enforcement Agency, or its successor, the Securities and Exchange Commission or any other federal, state or county agency, including any federal or state court. Copies shall be submitted to City within a reasonable time subsequent to Contractor's filing or submission of such matters with said agencies. Contractor's routine correspondence to said agencies need not be routinely submitted to City, but shall be made available to City upon written request. 20.3 CERCLA Defense Records. City views the ability to defend against CERCLA and related litigation as a matter of great importance. For this reason, the City regards the ability to prove where its Solid Waste was taken, as well as where it was not taken, to be matters of concern. Contractor shall maintain data retention and preservation systems, which can establish where Solid Waste collected in the City was landfilled (and therefore establish where it was not landfilled) and a copy or summary of the reports required by Section 15.3 for fifty years after the Term during which collection services are to be provided pursuant to this Agreement and to notify City's Risk Manager and City Attorney before destroying such records. This provision shall survive the expiration of the period during which collection services are to be provided under this Agreement. 21. Indemnification and Insurance. 21.1 Indemnification re Certain Challenges to Agreement. Contractor, upon demand of the City, made by and through the City Attorney, shall indemnify, hold harmless, protect City and appear in and defend the City and its elected officials, officers, employees and agents, ( "Indemnitees ") in any claims or actions by third parties, whether judicial, administrative or otherwise, including, but not limited to disputes and litigation over the definitions of "Solid Waste" or "Recyclable Material," asserting rights under the dormant Commerce Clause or any other federal or state law, including, but not limited to the anti -trust laws with respect to the provision of Comprehensive Refuse Services in the City, and challenges to the certification or implementation, imposition, adjustment or collection of any rate, interest, penalty or other fee under the Agreement. This provision shall survive the expiration of the period during which collection services are to be provided under this Agreement. City and 901 Contractor agree to confer following any trial to decide jointly whether to appeal or to oppose any appeal. In the event City and Contractor agree to appeal, or to oppose any appeal, City and Contractor agree to share equally the costs of appeals. Should either City or Contractor decide to appeal, or to oppose an appeal, and the other decide not to appeal, or to oppose an appeal, the party which decides to appeal, or to oppose an appeal, shall bear all fees and costs of the appeal or the opposition to the appeal. 21.2 Indemnification Regarding Article XIII C and XIII D. City intends to comply with all applicable laws concerning the Maximum Permitted Customer Rates provided under this Agreement. Upon thorough analysis, the Parties have determined and agree that the Maximum Permitted Customer Rates for the Solid Waste Handling Services provided under this Agreement are not subject to California Constitution Articles XIIIC and XIIID because, among other reasons, such services are provided by a private corporation and not by City, Contractor independently establishes, charges and collects the compensation For said services within the limits established in this Agreement, the receipt of said services is voluntary and not required of any property within City, and any owner or occupant of property within City has the opportunity to avoid the services provided under this Agreement either through self - hauling or use of property in such a manner that Solid Waste is not generated as set forth in pursuant to Section 1. Nevertheless, this is a legal determination which is subject to changes in the law and further interpretations of the law. Accordingly, Contractor shall defend, indemnify and hold harmless the Indemnities from and against any and all Claims of any kind whatsoever paid, imposed upon, endured or suffered by or assessed against the Indemnitees resulting in any form from the Maximum Permitted Customer Rates provided for the Solid Waste Handling Services under this Agreement, or the rates actually charged by the Contractor for its services, or from the consideration received by City for the grant of an exclusive franchise. Nothing herein is intended to imply that California Constitution Articles XIIIC and XIIID apply to the provision of Maximum Rates for the Solid Waste Handling Services provided under this Agreement or the Customer Rates, rather this section is provided merely to allocate risk of loss as between the Parties. 21.3 Environmental Indemnification and Compliance. Contractor shall indemnify, defend, protect and hold harmless City, its elected officials, officers, employees, volunteers, agents, assigns and any successor or successors to City's interest from and against all claims, actual damages (including, but not limited to special and consequential damages), natural resource damages, punitive damages, injuries, costs, response, remediation and removal costs, losses, demands, debts, liens, liabilities, causes of action, suits, legal or administrative proceedings, interest, fines, charges, penalties and expenses (including but not limited to attomeys' and expert witness fees and costs incurred in connection with defending against any of the foregoing or in enforcing this indemnity) of any kind whatsoever paid, incurred or suffered by, or asserted against, City or its elected officials, officers, employees, volunteers or agents arising from or attributable to any repair, cleanup or detoxification, or preparation and implementation of any removal, remedial, response, closure or other plan (regardless of whether undertaken due to governmental action) concerning any -29- Hazardous Waste (including Household Hazardous Waste and Universal Waste) in any Solid Waste, Recyclable Material or Organic Waste collected by Contractor pursuant to this Agreement, which is or has been transported, transferred, processed, stored, disposed of or which has otherwise been located by Contractor, or its activities pursuant to this Agreement resulting in a release of a Hazardous Waste (including Household Hazardous Waste and Universal Waste) into the environment. 21.4 General Indemnification. Contractor further agrees to indemnify, defend, protect and hold harmless City, its elected officials, officers, employees, volunteers, agents, assigns, and any successor or successors to City's interest from and against all losses, liabilities, claims, actual damages (including but not limited to special and consequential damages), demands, debts, liens, causes of action, suits, legal or administrative proceedings, interest, fines, charges, penalties and expenses (including but not limited to attorneys' and expert witness fees and costs incurred in connection with defending against any of the foregoing or in enforcing this indemnity) of any kind whatsoever paid, incurred or suffered by, or asserted against, City or its elected officials, officers, employees, volunteers or agents arising from or attributable to any act or omission of Contractor or its officers, employees or agents in the performance or failure to perform the services required under this Agreement, and /or failure by Contractor to fully comply with all applicable laws and regulations with respect to the operation of its collection vehicles, including, but not limited to applicable rules governing clean - burning and alternative fuel vehicles. 21.5 Effect of Environmental Indemnification. This indemnity is intended to operate as an agreement pursuant to § 107(e) of the Comprehensive Environmental Response, Compensation and Liability Act, "CERCLA," 42 U.S.C. § 9607(e), and California Health and Safety Code § 25364, to defend, protect, hold harmless and indemnify City from all forms of liability under CERCLA, RCRA, other statutes or common law for any and all matters addressed in Subsection 21.3. This provision shall survive the expiration of the period during which collection services are to be provided under this Agreement. 21.6 Compliance with Laws. Contractor warrants that it will comply with all applicable laws and implementing regulations, as they may be amended, specifically including, but not limited to RCRA, CERCLA, AB 939, the Electronic Waste Recycling Act of 2003, and all other applicable laws and regulations of the U.S. Environmental Protection Agency, the State of California, the County of Los Angeles , the California Air Resources Board, CalRecycle, the South Coast Air Quality Management District, the California Department of Toxic Substances Control, ordinances of the City and the requirements of Local Enforcement Agencies and all other agencies with jurisdiction. 21.7 Workers' Compensation Insurance. Contractor shall obtain and maintain in full force and effect throughout the entire Term of this Agreement full workers' compensation insurance in accord with the provisions and requirements of the Labor Code of the State of California. Copies of policies and endorsements that implement the required coverage shall be filed and maintained with the City Clerk throughout the term of this Agreement. The policy providing coverage shall be amended -30- to provide that the insurance shall not be suspended, voided, canceled, reduced in coverage or in limits except after thirty days' prior written notice by certified mail, return receipt requested, has been given to the City. The policy shall also be amended to waive all rights of subrogation against the City, its elected or appointed officials, employees, or agents for losses that arise from work performed by the named insured for the City. 21.8 Liability and Vehicle Insurance. Contractor shall obtain and maintain, in full force and effect throughout the entire Term of this Agreement, a Broad Form Comprehensive General Liability (occurrence) policy (form CG 0001) and an Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, Code 1 (any auto) policy with minimum limits of Ten Million Dollars ($10,000,000.00) aggregate and Five Million Dollars ($5, 000,000.00) per occurrence, per year. Coverage over One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the aggregate may be provide though an excess or umbrella policy. Said insurance shall protect Contractor and City from any claims for damages for bodily injury, including accidental death, as well as from any claims for property damage which may arise from this Agreement. Copies of the policies and endorsements evidencing the above required insurance coverage shall be filed with the City Clerk. 21.9 Required Language In Policies. The following language is required to be made a part of all of the insurance policies (except for Workers Compensation Insurance) required by this Section: "The City of Rosemead, its employees, agents, franchisees and officers, are hereby added as additional insured's as respects to liability arising out of activities performed by or on behalf of Contractor. This policy shall be considered primary insurance with respect to any other valid and collectible insurance the City may possess including any self- insured retention the City may have anc any other insurance the City does possess shall be considered excess insurance and shall not contribute with it." "This policy shall act for each insured, as though a separate policy had been written for each. This, however, will not act to increase the limit of liability of the insuring company." "Thirty days' prior written notice by certified mail, return receipt requested, shall be given to the City in the event of suspension, cancellation, reduction in coverage or in limits or non - renewal of this policy for whatever reason. Such notice shall be sent to the City Manager, City Attorney and City Clerk." 21.10 Pollution and /or Environmental Impairment Liability Insurance. Contractor shall obtain and maintain in full force and effect for the entire Term of this Agreement, a Pollution and /or Environmental Impairment Liability policy covering liability arising from the release of Hazardous Waste, or other contaminants, pollutants or -31- irritants with minimum limits of Ten Million Dollars ($10,000,000.00) aggregate and Five Million Dollars ($5,000,000.00) per occurrence, per year. Contractor shall ensure that such coverage shall automatically broaden in its form of coverage to include legislated changes in the definition of Hazardous Waste. The policy shall stipulate that this insurance is primary and no other insurance carried by City will be called upon to contribute to a loss suffered by Contractor hereunder and shall waive subrogation against City and other additional insureds. 21.11 Required Rating._ The insurance required by this Agreement shall be with insurers which are Best A: VII -rated and which are California-admitted. The limits of such insurance coverage, and companies, shall be subject to review and approval by the City's Risk Manager every year and may be increased at that time and match the coverage provided by the City's own liability insurance policy. The City shall be included as a named insured on each of the policies. The insurance required by this Agreement is in addition to and not in lieu or limitation of the indemnification provisions above. 21.12 Evidence of Insurance Coverage; Insurance Repository. Contemporaneously with the execution of this Agreement, Contractor shall file copies of the policies or executed endorsements evidencing the above required insurance coverage with the City Clerk. In addition, City shall have the right of inspection of all insurance policies required by this Agreement. Contractor also agrees to maintain copies of insurance policies required pursuant to this Agreement for one hundred years (100 years) after the end of the Term during which collection services were provided pursuant to this Agreement. Contractor shall notify City's Risk Manager and City Attorney before destroying copies of such policies. This provision shall survive the expiration of the period during which collection services are to be provided under this Agreement. 21.13 Self- Insurance. To the extent provided by law, all or any part of any required insurance may be provided under a plan of self- insurance approved by the State of California. 21.14 Reduction of CERCLA and Other Liability. City and Contractor agree to meet annually in the fourth calendar quarter of each year to discuss ways to reduce potential CERCLA and other liabilities to third parties. 21.15 Performance Bonds. Concurrent with the execution of this Agreement, Contractor shall deposit with City a performance bond or an irrevocable letter of credit or other such document ( "Performance Bond "), from an institution satisfactory to City, in a form satisfactory to City's Risk Manager and City Attorney, evidencing an irrevocable commitment to City guaranteeing Contractors faithful performance of the terms of this Agreement. Such Performance Bond shall be maintained in effect throughout the period during which collection services are to be provided pursuant to this Agreement. Upon Contractors failure to pay the City an amount owing under this Agreement, the Performance Bond may be assessed by the City, for purposes including, but not limited to: -32- (a) Failure of Contractor to pay the City sums due under the terms of the Agreement; (b) Reimbursement of costs bome by the City to correct breaches not corrected by Contractor, after due notice; (c) Monetary remedies or damages assessed against Contractor due to breach of this Agreement; or (d) To satisfy an order of the referee. Contractor shall deposit a sum of money or a replacement instrument sufficient to restore the Performance Bond to the original amount within thirty days after notice from the City of any amount has been withdrawn from the Performance Bond. All of City's costs of collection and enforcement of the provisions relating to the Performance Bond called for by this section, including City's attomeys' fees and costs, shall be paid by Contractor. 22. Emergency Service. 22.1 Contractor's Inability to Provide Service. Should Contractor, for any reason whatsoever, except the occurrence or existence of any of the events or conditions set forth in "Force Majeure," below, refuse or be unable for a period of more than forty -eight (48) hours, to collect a material portion or all of the Solid Waste which it is obligated under this Agreement to collect, and as a result, Solid Waste should accumulate in City to such an extent, in such a manner, or for such a time that the City Manager, in the exercise of the City Manager's sole discretion, should find that such accumulation results in any imminent and substantial threat to the public health, safety or welfare, then City shall have the right to contract with another solid waste enterprise to collect and transport any or all Solid Waste which Contractor is obligated to collect and transport pursuant to this Agreement. City shall provide twenty-four (24) hours prior written notice to Contractor during the period of such emergency, before contracting with another solid waste enterprise to collect and transport any or all Solid Waste which Contractor would otherwise collect and transport pursuant to this Agreement, for the duration of period during which Contractor is unable to provide such services. In such event Contractor shall identify sources from which such substitute Solid Waste services are immediately available, and shall reimburse City for all of its expenses for such substitute services during the period in which Contractor is unable to provide collection and transportation services required by this Agreement. 22.2 Assistance in Case of Disaster. Contractor shall assist City in the event of terrorist attack or major disaster, such as an earthquake, storm, riot or civil disturbance, by providing collection vehicles and drivers normally assigned to the City, at Contractor's actual costs. Contractor shall cooperate with City, county, state and federal officials in filing information related to a regional, state or federally - declared state of emergency or disaster or terrorist attack as to which Contractor has provided equipment and drivers pursuant to this Agreement. -33- 23. Administrative Remedies; Imposition of Damages; Termination. 23.1 Notice of Deficiencies; Response. If the Director of Public Works (or other individual designated by the City Manager to perform the duties of the Director under this Section 23) determines that Contractors performance pursuant to this Agreement may not be in conformity with the provisions of this Agreement, the California Integrated Waste Management Act (including, but not limited to, requirements for diversion, source reduction and recycling as to the waste stream subject to this Agreement) or any other applicable federal, state or local law or regulation, including but not limited to, the laws governing transfer, storage or disposal of solid and Hazardous Waste, the Director may advise Contractor in writing of such suspected deficiencies, specifying the deficiency in reasonable detail. The Director shall set a reasonable time within which Contractor is to respond. Unless the circumstances necessitate correction and response within a shorter period of time, Contractor shall correct any deficiencies it agrees have occurred and in any event shall respond to the written notification of deficiencies within thirty days from the receipt by Contractor of such written notice. Contractor may request additional time to correct deficiencies. City shall approve reasonable requests for additional time. 23.2 Review by Public Works Director; Notice of Appeal. The Public Works Director shall review any written response from Contractor and decide the matter. If the Public Works Director's decision is adverse to Contractor, the Public Works Director may order remedial actions to cure any deficiencies, assess the Performance Bond or invoke any other remedy in accordance with this Agreement and, in the event the Public Works Director determines that there has been a material breach and that termination is the appropriate remedy, terminate the Agreement. The Public Works Director shall promptly inform Contractor of the Public Works Director's decision. In the event the decision is adverse to Contractor, the Public Works Director shall inform Contractor, in writing, of the specific facts found and evidence relied on, and the legal basis in provisions of the Agreement or other laws for the Public Works Director's decision and any remedial action taken or ordered. An adverse decision by the City Representative shall be final and conclusive unless Contractor files a "Notice of Appeal" with the City Clerk (with copies to the City Manager and City Attorney) within 30 days of receipt of the notification of the adverse decision by the Public Works Director. In any "Notice of Appeal," Contractor shall state its factual contentions and include all relevant affidavits, documents, photographs and videotapes which Contractor desires to have considered by City. In addition, Contractor shall include all of its legal contentions, citing provisions of the Agreement or other laws to support its contentions. 23.3 Review by City Manager; Appeal. 1. Within thirty days of receipt by the City Clerk of a Notice of Appeal, the City Manager shall decide the matter. If the City Manager's decision is adverse to Contractor, the City Manager may order remedial actions to cure any deficiencies, assess the Performance Bond or invoke any other remedy in accordance with this Agreement and, in the event the City -34- Manager determines that there has been a material breach and that termination is the appropriate remedy, terminate the Agreement. In addition to the foregoing actions, the City Manager may refer the matter to the City Council for proceedings as described below. The City Manager shall promptly inform Contractor of the City Manager's decision. In the event the City Manager's decision is adverse to Contractor, the City Manager shall inform Contractor, in writing, of the specific facts found and evidence relied on, and the legal basis in provisions of the Agreement or other laws for the City Manager's decision and any remedial action taken or ordered. 2. An adverse decision by the City Manager shall be final and conclusive unless Contractor files a "Notice of Appeal to the City Council" with the City Clerk (and serves a copy, by mail, on the City Manager and the City Attorney) within 10 calendar days of receipt of the decision of the City Manager. A "Notice of Appeal to the City Council" shall state the factual basis, the evidence relied on and all legal contentions that Contractor may choose to submit. No new evidence not previously submitted may be submitted. 23.4 City Council Hearing. If a matter is referred by the City Manager to the City Council, or an adverse decision of the City Manager is appealed to the City Council by Contractor, the City Council will set the matter for an administrative hearing and act on the matter. The City Clerk shall give Contractor fourteen (14) days written notice of the time and place of the administrative hearing. At the hearing, the City Council shall consider the administrative record, consisting of the following: (a) A Staff Report by the City Manager, summarizing the proceedings to date and outlining the City Council's options; (b) The Public Works Director's written Notification of Deficiencies; (c) Contractor's response to the Notification of Deficiencies; (d) The Public Works Director's written notification to Contractor of adverse decision; decision: and (e) Contractor's Notice of Appeal to the City Manager; (f) The City Managers written notification to Contractor of adverse (g) Contractors Notice of Appeal to the City Council. No new legal issues may be raised, nor may new evidence be submitted by Contractor at this or at any further point in the proceedings, absent a showing of good cause. Contractor's representatives and other interested persons shall have a reasonable opportunity to be heard. -35- 23.5 City Council Determination. Based on the administrative record, the Council shall determine by resolution whether the decision or order of the City Manager should be upheld. If, based upon the administrative record, the City Council determines that Contractor is in breach of any term of this Agreement or any provision of any applicable federal, state or local statute or regulation, the City Council, in the exercise of its discretion, may order Contractor to take remedial actions to cure the breach or impose any other remedy in accordance with this Agreement. The City Council may not terminate the Agreement unless it determines that Contractor is in material breach of a material term of this Agreement or any material provision of any applicable federal, state or local statute or regulation. Contractor's performance under the Agreement is not excused during the period of time prior to a final determination as to whether or not Contractor's performance is in material breach of this Agreement, or the time set by City for Contractor to discontinue a portion or all of its services pursuant to this Agreement. The decision or order of the City Council shall be 23.6 Reservation of Rights by City. City further reserves the right to terminate this Agreement in the event of any material breach of this Agreement, including, but not limited to any of the following: If Contractor practices, or attempts to practice, any fraud or deceit upon the City, or practiced any fraud or deceit or made any intentional misrepresentations in the negotiations which preceded the execution of this Agreement provided that City has provided Contractor with written notice of the alleged fraud or deceit and afforded Contractor a reasonable opportunity to refute and defend itself against such charge or claim. If Contractor is convicted of, or pleads guilty, no contest, or nolo confendere to a felony related to this Agreement. As used in this Section, the tern "Contractor" shall mean only the following: (a) the owners) of Contractor (whether shareholders, partners, or otherwise), (b) the members of Contractor's Board of Directors; and (c) Contractor's President, Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, and /or Secretary. 23.7 Cumulative Rights. City's rights of termination are in addition to any other rights of City upon a failure of Contractor to perform its obligations under this Agreement. 24. City's Additional Remedies. In addition to the remedies set forth above, City shall have the following rights: 24.1 Contracts with Others. The right to contract with others to perform the services otherwise to be performed by Contractor, in the event Contractor should be in material breach of its duties to provide those services, or is otherwise unable to provide the services addressed by this Agreement. -36- 24.2 Damages and /or Injunctive Relief. Both parties recognize and agree that in the event of a breach under the terms of this Agreement by one Party, the other Party may suffer irreparable injury and incalculable damages sufficient to support injunctive relief to enforce the provisions of this Agreement and to enjoin the breach. 24.3 City's Damages for Failure to Achieve Diversion Goals. Contractor agrees that its failure to achieve the diversion goals set forth in this Agreement , arising from failure to make reasonable efforts to maximize diversion in accordance with the terms and conditions of this Agreement, related to waste diversion, shall be a material breach of this Agreement. If CalRecycle, or its successor agency, were to impose administrative civil penalties against City, then the City's damages for Contractors material breach in its failure to achieve the diversion goals for the City as required by this Agreement, shall include, but not be limited to such administrative civil penalties, attorneys' costs and fees and City's staff time devoted to the resolution of the administrative civil penalties against City. 24.4 Liquidated Damages. The Parties further acknowledge that consistent and reliable collection service is of utmost importance to City and that City has considered and relied on Contractor's representations as to its quality of service commitment in awarding the Agreement to it. The Parties further recognize that some quantified standards of performance are necessary and appropriate to ensure consistent and reliable service and performance. The Parties further recognize that if Contractor fails to achieve the performance standards, or fails to submit required documents in a timely manner, City, and City's residents and businesses will suffer damages and that it is and will be impractical and extremely difficult to ascertain and determine the exact amount of damages. Therefore, in addition to City's right to treat such non - performance as a breach of this Agreement, the Parties agree that any violation of the terms and conditions of this Agreement shall be corrected within the time frame asset forth by the City, in its sole discretion, in the City's written Notice of Deficiency." For each and every violation noted in the Notice of Deficiency that is not corrected within the time frame set forth in the Notice of Deficiency, Contractor shall pay to the City the sum of $250 per calendar day. Execution of this Agreement shall constitute agreement by the Contractor and City that $250 per calendar day is the minimum value of the cost and actual damage caused by the failure of the Contractor to comply with any term or condition of this Agreement, that such sum is liquidated damages and shall not be construed as a penalty, and that sum shall be remitted to the City within thirty (30) days of the City's delivery of a Notice of Uncorrected Deficiency. In placing their initials at the places provided, each party specifically confirms the accuracy of the statements made above and the fact that each Party has had ample opportunity to consult with legal counsel and obtain an explanation of the liquidated damage provisions at the time that the Agreement was made. Contractor: City: -37- 25. Franchise Transfer; City Consent; Fees 25.1 No transfer without City Consent. Contractor may not convey, assign, sublet, license, hypothecate, encumber of otherwise transfer or dispose of (collectively "Transfer'), this Agreement, the Franchise granted under it or any rights or duties under it, in whole or in part, whether voluntarily or involuntarily, without the City's prior written consent as expressed by written resolution of the City Council. Any dissolution, merger, consolidation, or other reorganization of Contractor, except as provided in Section 25.3 below, any sale or other transfer or change in ownership or control of any of the capital stock or other capital or equity interests, or any sale or transfer of fifty percent (50 %) or more of the value of the assets shall be deemed a Transfer of this Agreement, the Franchise granted under it or any rights or duties under it. Any Transfer or attempted Transfer of this Agreement, the Franchise granted under it or any rights or duties under it made without the City's consent will be a material breach of this Agreement and, at the City's option, may be voided. 25.2 Consent not Unreasonably Withheld. The City will not unreasonably withhold its consent to a Transfer of the Franchise granted by this Agreement. The prospective transferee shall have the burden of demonstrating that it has the financial and technical ability to provide the services required under this Agreement. The City may also require the prospective transferee to demonstrate that it, and its officers and managers do not have criminal records for environmental or public integrity offenses. If the City gives its consent, it may impose conditions, including, without limitation, requiring acceptance of amendments to this Agreement. Without obligating the City to give its consent, the proposed transferee must demonstrate to the City's satisfaction that it has the operational and financial ability to perform the terms of this Agreement. 25.3 Internal Reorganization. Contractors internal reorganization shall not constitute a Transfer provided that City's consent to the reorganization is sought and received prior to any internal reorganization. An internal reorganization includes any change in control of any of the voting stock through its conveyance to an affiliate of Contractor, or by operation of law. Any request for an internal reorganization must be submitted in writing to the City Manager, no less than one hundred and twenty days prior to the proposed effective date of the internal reorganization. Contractor shall reimburse City for all of its costs to review the request and to determine if it is an internal reorganization. City's expenses may include, but are not limited to, Staff, City Attorney's and Special Counsel's fees and costs and Accountants' fees and costs. Determination by the City Manager shall be final. Any attempt to implement an internal reorganization without the consent of City shall constitute a material breach of this Agreement. 25.4 Deposit for Costs of Review. Any application for a Franchise Transfer shall be made in a manner prescribed by the City Manager. The application shall include a deposit of $150,000 to cover the estimated cost of all direct and indirect expenses, including City staff, consultants' and attorneys' fees, incurred by City to adequately analyze the application and the qualifications of the prospective transferee. Any costs incurred by the City in excess of $150,000 shall be reimbursed by Contractor SH prior to submission of the proposed Transfer to the City Council. In the event that the City's costs are less than $150,000, City shall refund remaining deposit to Contractor. Upon approval of Transfer, the transferee shall pay to City a Transfer fee in the amount of $150,000. 26. General Provisions. 26.1 Force Majeure. Contractor shall not be in breach of this Agreement if the collection, transportation and /or disposal services of Contractor are interrupted temporarily or permanently for any of the following reasons: riots; war or national emergency declared by the President or Congress and affecting the City; acts of terrorists; sabotage; civil disturbance; insurrection; explosion; natural disasters such as floods, earthquakes, landslides and fires; or other catastrophic events which are beyond the reasonable control of Contractor. "Other catastrophic events" does not include the financial inability of Contractor to perform or failure of Contractor to obtain any necessary permits or licenses from other governmental agencies or the right to use the facilities of any public agency where such failure occurs despite the exercise of reasonable diligence by Contractor. In the event a labor disturbance interrupts collection and transportation of Solid Waste and /or disposal of Solid Waste by Contractor as required under this Agreement, City may elect to exercise its rights under Section and Section of this Agreement. Failure by City to exercise its rights under this Section shall t be deemed a waiver of its rights. 26.2 Extraordinary Circumstances. Not withstanding any other term of provision hereof, nothing in this Agreement is intended, nor shall it be interpreted, to prevent or preclude Contractor from contacting City's officials, officers and representatives to request an amendment to, or other modification of, this Agreement due to the occurrence of an event or circumstance that substantially increases Contractor's cost of service, or otherwise substantially and negatively impacts Contractors provision of services, under this Agreement. 26.3 Pavement Damage. Contractor shall be responsible for any extraordinary damage to City's driving surfaces, whether or not paved, resulting from the weight of vehicles providing refuse collection services when it can be demonstrated that such damage is caused by vehicles exceeding the legal maximum weight limits of the State of California or the willful or negligent operation of the vehicle by Contractor's employees. Disputes between Contractor and its service recipients as to damage to private pavement are civil matters and complaints of damage will be referred to Contractor as matters within its sole responsibility and as a matter within the scope of this Agreement. 26.4 Property Damage. Any physical damage caused by the negligent or willful acts or omissions of employees of Contractor to City or private property shall be repaired or replaced by Contractor at Contractor's sole expense.This Agreement does not purport to relieve, diminish, reduce, create or increase in any way, Contractor's civil liability to any third parties. -39- 26.5 Law to Govern; Venue. The law of the State of California shall govern this Agreement without regard to any otherwise governing principles of conflicts or choice of laws. In the event of litigation between the parties, venue in state trial courts shall lie exclusively in the County of Los Angeles. In the event of litigation in a U.S. District Court, exclusive venue shall lie in the Central District of California. 26.6 Fees and Gratuities. Contractor shall not permit any officer, agent or employee to request, solicit, or demand, either directly or indirectly, any gratuity for the collection of Solid Waste, Recyclable Materials, or Organic Waste otherwise required to be collected under this Agreement. 26.7 Amendments. Except as otherwise provided in this Agreement, no other amendment of this Agreement shall be valid unless in writing duly executed by the parties, approved by the City Council by written resolution. Purported oral amendments shall be void and of no force or effect. 26.8 Notices. All notices required or permitted to be given under this Agreement shall be in writing and shall be personally delivered or sent by telecopy or United States certified mail, postage prepaid, return receipt requested, and by email, addressed as follows: To City: City Manager City of Rosemead 8838 E. Valley Blvd. Rosemead, California And by email to: 91770 Copy to: Director of Public Works City of Rosemead 8838 E. Valley Blvd. Rosemead, California 91770 And by email to: And to: City Attorney City of Rosemead Burke Williams & Sorensen LLP 444 South Flower Street, Suite 2400 Los Angeles, CA 90071 -2953 And by email to: rrichman @bwslaw.com And to: [CONTRACTOR] And by email to: ------------- - -.com 1if12 or to such other address as either parry may from time to time designate by notice to the other given in accordance with this Section. Notice shall be deemed effective on the date personally served or sent by email or telecopier or, if mailed, three (3) business days from the date such notice is deposited in the United States mail. 26.9 Savings Clause and Entirety. If any non - material provision of this Agreement for any reason shall be held to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the validity and enforceability of any of the remaining provisions of this Agreement. 26.10 Transition to Next Solid Waste Enterprise. If, in the final 12 months of the period during which Contractor is to provide collection services under this Agreement, Contractor and City have not entered into a succeeding agreement, Contractor shall cooperate fully with City and all prospective subsequent Solid Waste enterprise(s), franchisee(s), licensee(s), permittee(s) or other persons seeking to provide services similar to the services so as to assure an efficient, orderly, timely and effective transition. In that regard, Contractor agrees to make available to City and to prospective proposers, in any competitive process used by the City to select a successor, route maps, customer lists, and all other records requested by City. 26.11 [Incorporation by Reference. Contractor's Proposal, dated ' and the Exhibits are incorporated into this Agreement by this reference. Where Contractor's Proposal conflicts with this Agreement, this Agreement shall prevail.] -41- Table of Exhibits. Exhibit A Multifamily and Commercial Recycling Program Exhibit B Commercial Food Waste Program Exhibit C City Service Locations Exhibit D Recovery and Disposal Sites Exhibit E Corporate Good Citizenship Exhibit F Maximum Permitted Customer Rates Exhibit G Residential Services Exhibit H Commercial and Multi - Family Services Exhibit I Equipment -42- Vendor Athens Disposal Burrtech Waste Services Consolidated Disposal Services CR &R Disposal NASA Disposal Services Rainbow Disposal Valley Vista Services Waste Management Contractor List City Industry, CA Fontana, CA Long Beach, CA Stanton, CA Montebello, CA Huntington Beach, CA Industry, CA Baldwin Park, CA