RFP No. 2022-28 Addendum No. 1 (Combined) - Issued 12-19-2022
ADDENDUM NO. 1
To all prospective consultants under
Request For Proposal No. 2022-28
1. Companies in Attendance at Mandatory Pre-Proposal Conference
Notice is hereby given that the following companies were represented at the mandatory Pre-
Proposal Conference held on December 5, 2022.
• Athens Services
• Burrtec Waste Industries
• Republic Services
• Valley Vista Services
• Waste Management
2. Draft Integrated Solid Waste Handling Services Agreement (Attachment 1)
The draft Integrated Solid Waste Handling Services Agreement (Agreement), as referenced in the
City’s Request for Proposal (RFP) as Attachment 1, is attached to this Addendum No. 1 in
electronic form. Prospective Proposers are encouraged to examine the draft Agreement in its
entirety to confirm an understanding of the services being requested. The City reserves the right
to make modifications to the draft Agreement to more fully effectuate the intent of the RFP and
the City’s desired collection services. Proposers may provide a list of Agreement exceptions,
subject to the requirements in the RFP. The City has no obligation to accept any proposed service
alternative or Agreement exception. Responses will be evaluated based on the required services
as set forth in the RFP and Draft Agreement.
3. Street Sweeping Agreement (Attachment 2)
The draft Street Sweeping Agreement is attached to this Addendum No. 1 in electronic form.
Prospective Proposers are encouraged to examine the draft Street Sweeping Agreement in its
entirety to confirm an understanding of the services being requested. The City reserves the right
to make modifications to the draft Street Sweeping Agreement to more fully effectuate the intent
of the RFP and the City’s desired street sweeping services more fully. Proposers may provide a list
of Agreement exceptions, subject to the requirements in the RFP. The City has no obligation to
accept any proposed service alternative or Agreement exception. Responses will be evaluated
based on the required services as set forth in the RFP and Draft Agreement.
4. Procurement Schedule
This Addendum extends the last day to submit questions to 2:00 p.m. on Thursday, the 22nd day
of December 2022, and extends the proposals due date to 10:30 a.m. on 19th day of January
2023. The full procurement schedule is updated in table on the following page.
MAYOR: SEAN DANG MAYOR PRO TEM: STEVEN LY COUNCIL MEMBERS: SANDRA ARMENTA MARGARET CLARK POLLY LOW
City of Rosemead
8838 E. VALLEY BOULEVARD ROSEMEAD, CALIFORNIA 91770 TELEPHONE (626) 569-2100 FAX (626) 307-9218
TABLE 1 – Procurement Schedule (Revised Addendum No. 1)
Activity Date
RFP Released November 17, 2022
Mandatory Pre-Proposal Video Conference December 5, 2022 at 2:00 pm
Last Day to Submit Questions December 15, 2022 at 2:00 pm December 22, 2022 at 2:00 pm
Proposals Due January 12, 2023 at 10:30 am January 19, 2023 at 10:30 am
Interview Qualified Proposers February 16, 2023 Week of February 20, 2023
Present Evaluations Results to City Council March 28, 2023
Finalize New Agreement for City Council Approval April 10, 2023
City Council Award of Agreement May 9, 2023
Hauler Transition May through July 2023
Start Integrated Solid Waste Handling Services August 1, 2023
5. Sections 6.1 and 6.2 on page 26 of the RFP document is hereby revised as follows:
6.1 Contractor must provide a proposal to include Street Sweeping Services. City staff has
performed a preliminary evaluation of the City’s current street sweeping schedule and is
requesting that Proposers include a cost proposal for the following option for providing the
City’s street sweeping services. Cost proposals for previously listed Options 1 and 2 are no
longer required to be included in the submittal. A cost proposal related to Option 3 must be
included in proposal submittals.
Option 1 – Perform street sweeping during different time periods on the same day. Option 1 revises the City’s street sweeping schedule to perform sweeping on each side of the street, during separate time periods on the same day. For example, streets currently swept on both sides on Monday between 8AM – 12PM will be revised to one side of the street swept on Monday between 8AM – 12PM, and the other side of the street swept on the same Monday between 12PM – 4PM. Option 1 includes:
o Updating existing “No Parking” signs by applying stickers to revise the time periods.
o Alternating sides of the street swept with the least amount of impact to current sweeping operations and schedule.
Option 2 – Perform street sweeping during the same time period on different days. Option 2 revises the City’s street sweeping schedule to perform sweeping on each side of the street during the same time period on different days. For example, streets currently swept on both sides on Monday between 8AM – 12PM will be revised to one side of the
street swept on Monday between 8AM – 12PM and the other side of the street swept on
Tuesday between 8AM – 12PM. Option 2 includes:
o Potential increase in street sweeper drive time and associated costs.
o Updating existing “No Parking” signs by applying stickers to revise the time periods.
o Requiring rerouting street sweeping throughout the entire City and results in the
most significant impact to the current sweeping schedule.
Option 3 – Maintain current street sweeping schedule. No changes or impacts to the
current street sweeping schedule.
6.2 Residential and Commercial Street Sweeping Service is to begin after 7:00 6:00 a.m. and
before 7:00 4:00 p.m. The streets for Street Sweeping Service are to be designated by the
City.
6. Service Recipient Data
Question: On page 17 of current service data there is one line of 1 account with 169 containers.
What is this for?
Answer: The account is associated with a home owners association with a total of 169 trash
containers serviced on a weekly basis in the same manner as residential customers.
Question: On roll off service history. Are the number of pulls information available?
Answer: The tonnage information provided includes both temporary and permanent roll-off
accounts. There are four permanent accounts that are collected weekly (1 25 cubic
yard box, 1 30 cubic yard box, and 2 40 cubic yard boxes). The frequency and number
of pulls for temporary service is not available.
7. Contractor Payments to the City
Question: What are these amounts?
• Procurement Fee
• Mitigation Fee
• Annual SB 1383 and Administrative Fee
Answer: The reimbursement for the cost of the Procurement / Negotiation process is expected
to be a one-time reimbursement not to exceed $300,000 and will be based on actual
costs related to the solicitation, evaluation, negotiation, and award process for both
the Integrated Solid Waste Handling Services Agreement and Street Sweeping
Agreement, as determined by the City.
The City is currently reviewing the mitigation, SB 1383, and administrative costs
related to the Integrated Solid Waste Handling Services Agreement. The Mitigation
Fee and Annual SB 1383 and Administrative Fee are fees subject to being set by the
City Council and would be included as a pass through in the customer rate. Proposers
should not include these fees in the proposed rate sheet.
Section 17.3 on page 34 of the RFP documents is hereby revised as follows:
17.3. Mitigation Fee: In addition to the payments stated above, the Contractor
shall pay an optional Mitigation Fee to the City, either as a single lump sum
payment within thirty (30) days of the execution of the Agreement or as an
annual fee subject to annual adjustment in the same manner as Contractor’s
service rates, to assist City in mitigating the impacts of solid waste collection
activities within the City, including but not limited to impacts related to noise,
traffic, air quality, storm water contamination prevention, and enforcement
activities. Proposers are requested to propose a Mitigation Fee as it relates
to these and other impacts related to solid waste collection activities within
the City. The proposed Mitigation Fee is to be separately accounted for
using the forms provided in Section F.
8. Acknowledgement of Addendum No. 1
Each proposer shall acknowledge receipt of this addendum in their submitted proposal. Failure to
provide such acknowledgement shall render the proposal as non-responsive and subject to
rejection.
If you have already submitted a response, this addendum will invalidate your response and you must
submit a new response before the due date specified. Except for the changes noted above, all other
requirements and provisions of the originally issued Request for Proposal shall remain in effect.
_____________________________
Michael Chung, PE
Director of Public Works
Issued December 19, 2022
I ACKNOWLEDGE RECEIPT OF ADDENDUM NO. 1
_____________________________ _____________________________
Bidder’s Signature Company
Attachment:
1 Draft Integrated Solid Waste Handling Services Agreement
2 Draft Street Sweeping Agreement
Attachment 1
RIV #4862-7000-7618 v1
DRAFT 12/6/22
DRAFT AGREEMENT 1
FOR THE PROVISION OF 2
3
INTEGRATED SOLID WASTE HANDLING SERVICES 4
5
Executed Between the 6
City of Rosemead and __________. 7
8
This ___ day of ____ 2023 9
10
The City may elect to include some services included in this draft agreement. Those services are 11 highlighted in grey. 12 13
DRAFT AGREEMENT.V1 Page 2 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
TABLE OF CONTENTS 14 Integrated Solid Waste Handling Services Agreement 15
Table of Contents 16
Article 1. Definitions ................................................................................................................ 5 17
Article 2. Term of Agreement .................................................................................................18 18
Article 3. Conditions Governing Services Provided by Contractor ..........................................18 19
Article 4. Franchise Fees and Payments ...............................................................................19 20
Article 5. General Requirements ............................................................................................21 21
Article 6. Collection Service Rates .........................................................................................27 22
Article 7. Collection Service Billing .........................................................................................32 23
Article 8. Diversion Requirements ..........................................................................................35 24
Article 9. Service Unit Types ..................................................................................................37 25
Article 10. Residential Service ...............................................................................................38 26
Article 11. MFD Service .........................................................................................................45 27
Article 12. Commercial Service ..............................................................................................51 28
Article 13. Mixed Use Dwelling Service (MXD) ......................................................................58 29
Article 14. City Services .........................................................................................................58 30
Article 15. Additional Services ...............................................................................................59 31
Article 16. Collection Routes ..................................................................................................60 32
Article 17. Minimum Performance and Diversion Standards ..................................................60 33
Article 18. Collection Equipment ............................................................................................62 34
Article 19. Contractor’s Office ................................................................................................66 35
Article 20. Contractor Support Services .................................................................................67 36
Article 21. Emergency Service ...............................................................................................71 37
Article 22. Record Keeping and Reporting Requirements ......................................................72 38
Article 23. Nondiscrimination .................................................................................................77 39
Article 24. Service Inquiries and Complaints ..........................................................................77 40
Article 25. Quality of Performance of Contractor ....................................................................78 41
Article 26. Performance Bond ................................................................................................79 42
Article 27. Insurance ..............................................................................................................80 43
Article 28. Hold Harmless and Indemnification .......................................................................84 44
Article 29. Default of Agreement ............................................................................................87 45
Article 30. Modifications to the Agreement .............................................................................90 46
Article 31. Legal Representation ............................................................................................91 47
Article 32. Conflict of Interest .................................................................................................91 48
Article 33. Contractor's Personnel .........................................................................................91 49
Article 34. Exempt Waste ......................................................................................................93 50
Article 35. Independent Contractor ........................................................................................93 51
Article 36. Laws to Govern.....................................................................................................93 52
Article 37. Consent to Jurisdiction ..........................................................................................93 53
Article 38. Assignment ...........................................................................................................93 54
DRAFT AGREEMENT.V1 Page 3 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
Article 39. Compliance with Laws ..........................................................................................94 55
Article 40. Permits and Licenses ............................................................................................94 56
Article 41. Ownership of Written Materials .............................................................................95 57
Article 42. Waiver ..................................................................................................................95 58
Article 43. Prohibition Against Gifts ........................................................................................95 59
Article 44. Point of Contact ....................................................................................................95 60
Article 45. Notices .................................................................................................................95 61
Article 46. Transition to Next Contractor ................................................................................96 62
Article 47. Contractor’s Records ............................................................................................96 63
Article 48. Entire Agreement ..................................................................................................97 64
Article 49. Severability ...........................................................................................................97 65
Article 50. Right to Require Performance ...............................................................................98 66
Article 51. All Prior Agreements Superseded .........................................................................98 67
Article 52. Headings ..............................................................................................................98 68
Article 53. Exhibits .................................................................................................................98 69
Article 54. Attorney’s Fees .....................................................................................................98 70
Article 55. Effective Date .......................................................................................................98 71
72
Exhibits 73
Exhibit 1 City Approved Service Rates ............................................................................... 100 74
Exhibit 2 City Sponsored Events ........................................................................................ 101 75
Exhibit 3 List of City Properties and Current Service Levels ............................................... 102 76
Exhibit 4 Collection Container Specifications ...................................................................... 105 77
Exhibit 5 Transition Plan ..................................................................................................... 108 78
Exhibit 6 Administrative Charges and Penalties ................................................................. 111 79
Exhibit 7 Customer Service Plan ........................................................................................ 113 80
Exhibit 8 Collection Service Operations Plan ...................................................................... 114 81
Exhibit 9 City-Approved Processing and Disposal Facilities ............................................... 118 82
Exhibit 10 Sustainability and Compliance Plan ................................................................... 119 83
Exhibit 11 Outreach and Education Plan ............................................................................ 123 84
Exhibit 12 Acceptable Recyclable Materials ....................................................................... 124 85
86
87
DRAFT AGREEMENT.V1 Page 4 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
This Integrated Solid Waste Handling Service Agreement (“Agreement”) is hereby entered into by 88
and between the City of Rosemead, a general law city existing under the laws of the State of California 89
(“City”) and [NAME OF CONTRACTOR] a California [LEGAL CAPACITY] (“Contractor”) as of ______, 90
2023 under the terms and conditions set forth herein. 91
92
RECITALS 93
94
The Legislature of the State of California, by enactment of the California Integrated Waste 95
Management Act of 1989 (the “Act”) and subsequent additions and amendments (codified at California 96
Public Resources Code Section 40000 et seq.), has declared that it is in the public interest to authorize and 97
require local agencies to make adequate provisions for garbage collection within their jurisdiction. 98
The State of California has found and declared that the amount of garbage generated in California, 99
coupled with diminishing landfill space and potential adverse environmental impacts from landfilling and the 100
need to conserve natural resources, have created an urgent need for State and local agencies to enact and 101
implement an aggressive integrated waste management program. The State has, through enactment of the 102
Act, directed the responsible State agency, and all local agencies, to promote disposal site diversion and 103
to maximize the use of feasible garbage reduction, re-use, recycling, and composting options to reduce the 104
amount of garbage that must be disposed of in disposal sites. 105
Pursuant to its Municipal Code and California Public Resources Code Section 40059(a) as may be 106
amended from time to time, City has determined that the public health, safety, and well-being require that 107
an exclusive right be awarded to a qualified contractor to provide for the collection of garbage, recyclable 108
materials, and organic waste materials, except for collection of materials excluded in City’s Municipal Code, 109
and other services related to meeting the Act’s 50 percent diversion goal and other requirements of the Act. 110
City further declares its intent to regulate and set the maximum rates Contractor may charge Service 111
Recipients for the collection, transportation, processing, recycling, composting, and/or disposal of garbage, 112
recyclable materials, and organic waste materials. 113
The City Council has determined that Contractor, by demonstrated experience, reputation, and 114
capacity, is qualified to provide for the collection of garbage, recyclable materials, and organic waste 115
materials within the corporate limits of City, the transportation of such material to appropriate places for 116
processing, recycling, composting and/or disposal; and City Council desires that Contractor be engaged to 117
perform such services on the basis set forth in this Agreement; and, Contractor has represented that it has 118
the ability and capacity to provide for the collection of garbage, recyclable materials, and organic waste 119
materials within the corporate limits of City; the transportation of such material to appropriate places for 120
processing, recycling, composting and/or disposal; and the processing of materials. 121
By Resolution No. ___, the City Council of City duly approved this Agreement, together with the 122
Franchise Fee, Contractor payments to City, and other City-imposed fees provided for in the Agreement 123
(collectively “City Imposed Fees”), and found and determined that such City Imposed Fees were both 124
necessary and reasonably reflect, or are less than, the actual costs City that will incur in the administration 125
of the contracted services, compliance with mandatory state laws and regulations related to the contracted 126
services, and to mitigate the of impacts provision of the contracted services will have on City streets, 127
Support for these findings is provided in both Resolution No. ___ and the accompanying staff report dated 128
_____. 129
130
DRAFT AGREEMENT.V1 Page 5 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
OPERATIVE PROVISIONS 131
Now, therefore, in consideration of the mutual covenants, agreements and consideration contained 132
in this Agreement, City and Contractor agree as follows: 133
134
Article 1. Definitions 135
For the purpose of this Agreement, the definitions contained in this Article apply unless otherwise 136
specifically stated. When not inconsistent with the context, words used in the present tense include the 137
future, words in the plural include the singular, and words in the singular include the plural. Use of the 138
masculine gender includes the feminine gender. The meaning of terms or words not defined in this Article 139
will be as defined in the Integrated Waste Management Act, or if not defined therein, then as commonly 140
understood in the Integrated Solid Waste Handling Services industry when the common understanding is 141
uncertain. 142
1.01 AB 341. “AB 341” means State of California Assembly Bill No. 341 approved October 5, 143
2011. AB 341 requires businesses, defined to include commercial or public entities that generate more than 144
4 cubic yards of commercial solid waste per week or multifamily residential dwellings of 5 units or more, to 145
arrange for recycling services and requires jurisdictions to implement a commercial solid waste recycling 146
program. 147
1.02 AB 827. “AB 827” means State of California Assembly Bill No. 827 approved October 02, 148
2019. AB 827 requires businesses that are mandated to recycle under AB 341 (“MCR”) and/or mandated to 149
recycle organics under AB 1826 (“MOR”) or SB 1383 and that provide customers access to the business, to 150
provide customers with a recycling bin and/or organics collection bin for those waste streams that is visible, 151
easily accessible, and adjacent to each bin or container for trash. 152
1.03 AB 939. “AB 939” or “The Act” means “The California Integrated Waste Management Act 153
of 1989” codified in part in Public Resources Code §§ 40000 et seq, and such regulations adopted by. 154
California Department of Resources Recycling and Recovery (CalRecycle) for implementation of the Act, or 155
its successor agency, including but not limited to, the Jobs and Recycling Act of 2011 (AB 341), SB 1016 156
(Chapter 343, Statues of 2008 [Wiggins, SB 1016]), the Mandatory Commercial Organics Recycling 157
Resources Code § 40000 and following as it may be amended and as implemented by the regulations of 158
CalRecycle. 159
1.04 AB 1594. “AB 1594” means State of California Assembly Bill No. 1594 approved 160
September 28, 2014. AB 1594 provides that as of January 1, 2020, the use of green material as Alternative 161
Daily Cover does not constitute diversion through recycling and would be considered disposal. 162
1.05 AB 1669. “AB 1669” means State of California Assembly Bill No. 1669 approved 163
September 30, 2016 which amends California Labor Code Sections 1070 through 1076 with respect to the 164
hiring of displaced employees under service contracts for the collection and transportation of solid waste. 165
1.06 AB 1826. “AB 1826” means State of California Assembly Bill No. 1826 approved 166
September 28, 2014. AB 1826 requires each jurisdiction, on and after January 1, 2016, to implement an 167
DRAFT AGREEMENT.V1 Page 6 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
organic waste recycling program to divert from the landfill organic waste from businesses. Each business 168
meeting specific organic waste or solid waste generation thresholds phased in from April 1, 2016 to January 169
1, 2020, is required to arrange for organic waste recycling services. 170
1.07 AB 3036. “AB 3036” means State of California Assembly Bill No. 3036 approved 171
September 27, 2018. AB 3036 prohibits a County, City, District, or local government agency from subjecting 172
the hauling of certain byproducts from the processing of food or beverages to an exclusive franchise, contract, 173
license, or permit. 174
1.08 Agreement. “Agreement” means the written Integrated Solid Waste Handling Services 175
agreement between the City and the Contractor covering the work to be performed and all contract documents 176
attached to the agreement and made a part thereof. 177
1.09 Agreement Administrator. The City Manager, or his or her designee, designated to 178
administer and monitor the provisions of the Agreement. 179
1.10 Agreement Year. “Agreement Year” means each twelve (12) month period from August 1st 180
to July 30th during the term of this Agreement. 181
1.11 Alternative Fuel Vehicle. “Alternate Fuel Vehicle” means a vehicle whose engine uses a 182
fuel other than gasoline or diesel fuel, such as compressed natural gas (CNG) or other fuel with comparably 183
low emissions of air pollutants regulated under the California Clean Air Act, Health and Safety Code Section 184
39000 et seq. or the South Coast Air Quality Management District's rules and regulations including Rule 1193. 185
1.12 Applicable Law. “Applicable Law” shall mean all federal, state, county, and local laws, 186
regulations, rules, orders, judgments, decrees, permits, approvals, or other requirements of any governmental 187
agency having jurisdiction over an aspect of this Agreement that are in force on the Effective Date, and as 188
may be enacted, issued or amended thereafter, including without limitation, to the City’s Municipal Code, the 189
California Integrated Waste Management Act of 1989 (Public Resources Code section 40000 et seq.), as 190
amended as of the Effective Date, inclusive (without exclusion to other amendments not referenced here) of 191
AB 939, AB 341, AB 1826, AB 1594, SB 1383, and inclusive of all regulations implementing same adopted 192
as of the Effective Date. 193
1.13 Best Management Practice. “Best Management Practice” means the schedule of activities, 194
prohibition of practices, maintenance procedures, and other management practices to prevent or reduce, to 195
the maximum extent that is technologically and economically feasible, the discharge of pollutants in the storm 196
drain system. 197
1.14 Bin. “Bin” means a metal or plastic waste container designed or intended to be 198
mechanically serviced by a commercial front-end loader vehicle. It shall be designed to hold from one (1) to 199
six (6) cubic yards of material with the lid properly closed. The specifications for Contractor-provided Bins are 200
set forth in Exhibit 4. 201
1.15 Biohazardous or Biomedical Waste. Any waste which may cause disease or reasonably 202
be suspected of harboring pathogenic organisms; included are waste resulting from the operation of medical 203
DRAFT AGREEMENT.V1 Page 7 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
clinics, hospitals, and other facilities processing wastes which may consist of, but are not limited to, human 204
and animal parts, contaminated bandages, pathological specimens, hypodermic needles, sharps, 205
contaminated clothing and surgical gloves. 206
1.16 Box. "Box" means a large open -top rectangular metal containers used to store and 207
transport MSW, Recyclable Materials, Green Waste, Construction and Demolition Debris, or other materials, 208
collected using a special vehicle equipped with hooks and a winch to pull the box onto the flat bed of the truck 209
for transport. 210
1.17 Brown Goods. Electronic equipment such as stereos, televisions, computers, VCR’s and 211
other similar items collected from SFD Service Units. 212
1.18 Bulky Waste. “Bulky Waste” or “Large Items” has the same meaning as ”Bulky Item” as 213
defined in Section 8.32.020 of the Municipal Code. “Bulky Waste” also means Solid Waste consisting of 214
discarded white goods, furniture, tires, carpets, mattresses, and similar large items which do not fit in a regular 215
Collection Container and require special handling due to their size but can be collected and transported 216
without the assistance of special loading equipment (such as forklifts or cranes) and without violating vehicle 217
load limits. “Bulky Waste also includes Electronic Waste (E-Waste). It does not include abandoned 218
automobiles and other vehicles, nor does it include items defined as Exempt Waste. 219
1.19 Business Day. Any Monday through Friday, excluding any holidays as defined in Section 220
5.03. 221
1.20 Calendar Year. Each twelve (12) month period from January 1 to December 31. 222
1.21 Cart. “Cart” means a heavy plastic receptacle with a rated capacity of at least twenty (20) 223
and not more than one hundred (100) gallons, having a hinged tight-fitting lid and wheels, that is provided by 224
the Exclusive Franchise Solid Waste Contractor, approved by the City, and used by Service Recipients for 225
collection, accumulation, and removal of solid waste from commercial, industrial, or residential premises in 226
connection with Exclusive Franchise Integrated Solid Waste Handling Services. The specifications for 227
Contractor-provided Carts are set forth in Exhibit 4. 228
1.22 CERCLA. The Comprehensive Environmental Response, Compensation and Liability Act 229
of 1980, 42 U.S.C. Sections 9601 and following, as may be amended and regulations promulgated 230
thereunder. 231
1.23 Change in Law. means the occurrence of any of the following events after the Effective 232
Date, when such event has a material and adverse effect on the Parties’ responsive obligations or the 233
performance of their respective obligations under this Agreement (except for any payment obligations): (i) the 234
enactment, adoption, promulgation, amendment, repeal, judicial interpretation, or formal administrative 235
interpretation of any Applicable Law; (ii) the issuance of any order or judgment of any federal, state, or local 236
court or agency in a proceeding to which a Party is a party, but not to the extent such order or judgment finds 237
the Party asserting there to have been a Change in Law to have been negligent or otherwise at fault; or (iii) 238
the denial, suspension, or termination of any government permit or other entitlement, but not to the extent 239
DRAFT AGREEMENT.V1 Page 8 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
such denial, suspension, or termination is the result of any act or omission of the Party asserting there to 240
have been a Change in Law. 241
1.24 City. The City of Rosemead, California, including any unincorporated areas of the County 242
that may be annexed by the City during the Initial Term and all extensions. 243
1.25 City Collection Service. City Garbage Collection Service, City Organic Waste Collection 244
Service, City Recycling Service, City Clean-up Services, City-Sponsored Events Services, and Large Item 245
Collection Services. 246
A. City Clean-up Services. On-call City requested Collection from Agreement 247
Administrator to support City services and operations. 248
B. City Garbage Collection Service. The Collection of Garbage, by Contractor, from 249
City Service Units in the Service Area and the delivery of that Garbage to a Disposal Facility. 250
C. City Bulky Waste Collection Service. The periodic on-call Collection of Bulky Waste, 251
by Contractor, from City Service Units in the Service Area and the delivery of those Bulky Waste to a 252
Disposal Facility, Materials Recovery Facility or such other facility as may be appropriate under the terms of 253
this Agreement. 254
D. City Organic Waste Collection Service. The Collection of Organic Waste, by 255
Contractor, from City Service Units in the Service Area, the delivery of those Organic Waste materials to an 256
Organic Waste Processing Facility and the processing and marketing of those Organic Waste materials, and 257
the disposal of all City Organic Waste Processing Residue. 258
E. City Recycling Service. The Collection of Recyclables Materials by the Contractor 259
from City Service Units in the Service Area, the delivery of those Recyclable Materials to a Materials 260
Recovery Facility and the processing and marketing of those Recyclable Materials, and the disposal of all 261
City Recyclables Materials Processing Residue. 262
F. City Sponsored Event Services. On-call Collection Services at City-Sponsored 263
Events. 264
1.26 City Facility. City Facility(ies) means any building or other site that the City owns, leases, 265
or occupies that are listed in Exhibit 3. 266
1.27 City Manager. “City Manager” means the City Manager of the City of Rosemead, or his or 267
her designated representative, or any employee of the City who succeeds to the duties and responsibilities 268
of the City Manager. 269
1.28 Collect and Collection and Collected. The removal of Solid Waste from a Service Unit and 270
transportation to a Disposal Facility, Organic Waste Processing Facility, Materials Recycling (or Recovery) 271
Facility, or Transfer Station as appropriate. 272
1.29 Collection Container. A Bin, Cart, Debris-Box or Roll-Off Container that is approved by the 273
Agreement Administrator for use by Service Recipients for Collection Services under this Agreement. 274
DRAFT AGREEMENT.V1 Page 9 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
1.30 Collection Services. Contractor’s obligations under this Agreement to Collect Solid Waste 275
within the Service Area. Collection Service includes Residential Collection Service, Commercial Collection 276
Service, and City Collection Service. 277
1.31 Collection Vehicle. A licensed vehicle that has all required licenses to provide Collection 278
Service and that has been approved by the Agreement Administrator for use under this Agreement. 279
1.32 Commencement Date. Has the meaning specified in Section 2.01 of this Agreement. 280
1.33 Commercial Collection Service. Collection Service provided to Commercial Service Units. 281
Commercial Collection Service includes Commercial Garbage Collection Service, Commercial Organic 282
Waste Collection Service, and Commercial Recycling Collection Service. Commercial Collection Service 283
specifically includes the following: 284
A. Commercial Garbage Collection Service. The Collection of Garbage by Contractor, 285
from Commercial Service Units in the Service Area and the delivery of that Garbage to a Disposal Facility. 286
B. Commercial Organic Waste Collection Service. The Collection of Organic Waste, 287
by Contractor, from Commercial Service Units in the Service Area, the delivery of those Organic Waste 288
materials to an Organic Waste Processing Facility and the processing and marketing of those Organic 289
Waste materials, and the disposal of all Commercial Organic Waste Processing Residue. 290
C. Commercial Recycling Collection Service. The Collection of Recyclable Materials, 291
by Contractor, from Commercial Service Units in the Service Area, the delivery of those Recyclable 292
Materials to a Materials Recovery Facility and the processing and marketing of those Recyclable Materials, 293
and the disposal of all Commercial Recyclable Materials Processing Residue. 294
1.34 Compactor. Any Collection Container which has a compaction mechanism, whether 295
stationary or mobile. 296
1.35 Compost. “Compost” means the act or product of the controlled biological decomposition 297
of Organic Wastes that are Source Separated or are separated at a centralized facility. Compost may also 298
include the product of anaerobic digestion or other conversion technologies. 299
1.36 Construction and Demolition Debris. “Construction and Demolition Debris” means 300
discarded materials removed from premises, resulting from construction, renovation, remodeling, repair, 301
deconstruction, or demolition operations on any pavement, house, commercial building, or other structure or 302
from landscaping. Such materials include but are not limited to “inert wastes” as defined in Public Resources 303
Code Section 41821.3(a)(1) (rock, concrete, brick, sand, soil, ceramics and cured asphalt), gravel, plaster, 304
gypsum wallboard, aluminum, glass, plastic pipe, roofing material, carpeting, wood, masonry, trees, remnants 305
of new materials, including paper, plastic, carpet scraps, wood scraps, scrap metal, building materials, 306
packaging and rubble resulting from construction, remodeling, renovation, repair and demolition operations 307
on pavements, houses, commercial buildings, and other structures. 308
1.37 Consumer Price Index (CPI). The index sets published by the Unites States Department 309
of Labor, Bureau of Labor Statistics. Consumer Price Index series (CPI index as proposed by Contractor). 310
DRAFT AGREEMENT.V1 Page 10 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
Option 1: CUURS49ASA0, All Urban Consumers, Los Angeles-Long Beach-Anaheim, not seasonally 311
adjusted 312
Option 2: CUSR0000SEHG02, Garbage and trash collection in U.S. city average, all urban consumers, 313
seasonally adjusted 314
Option 3: CUSR0000SEHG, Water and sewer and trash collection services in U.S. city average, all urban 315
consumers, seasonally adjusted 316
1.38 Container. “Container" means a Collection Container. 317
1.39 Contaminant. Any material or substance placed into or found in a Collection Container 318
other than the type of Source Separated material for which that Collection Container is intended or reserved. 319
For example, anything that is not Recyclable Materials is a Contaminant if placed into or found in a Recyclable 320
Materials Collection Container. Similarly, anything that is not Organic Waste is a Contaminant if placed into 321
or found in an Organic Waste Collection Container. 322
1.40 Contractor. _________, which has entered into this Agreement. 323
1.41 County. Los Angeles County, California. 324
1.42 Customer. “Customer" means the owner, occupant or user of premises at which MSW or 325
recyclable materials are generated and then collected by Contractor. Customers include Residential 326
Customers, Multifamily Customers, and Commercial Customers. City is also a receiver of Collection Services 327
but not a Customer. 328
1.43 Dispose or Disposal. “Disposal” or “Dispose” means the final disposition of Solid Waste at 329
a permitted Landfill or other permitted Solid Waste disposal facility, as defined in California Public Resources 330
Code 40192(b). 331
1.44 Disposal Facility. “Disposal Facility” means the place or places listed in Exhibit 9 as 332
City-approved locations for the Disposal of Garbage or other materials as appropriate and acceptable. 333
1.45 Diversion or Divert. The programs and activities that reduce or eliminate the Disposal of 334
Solid Waste in landfills, which can include source reduction, reuse, salvage, Recycling, and Composting. 335
1.46 Diversion Compliance. Compliance with Diversion requirements under the Act and 336
applicable CalRecycle regulations. Should there be a Change in Law for Diversion Compliance, Contractor 337
may request a rate adjustment pursuant to Section 30.01.1. 338
1.47 Dwelling Unit. A building or part of a building designed for residential use by a single 339
independent housekeeping unit and having separate exterior access, toilet, and facilities for cooking and 340
sleeping. 341
1.48 Edible Food. “Edible Food” has the same meaning as found in Section 8.32.020 of the 342
Municipal Code. Edible Food means food intended for human consumption. For purposes of this Agreement, 343
Edible Food is not Solid Waste if it is recovered and not discarded. Nothing in this Agreement requires or 344
DRAFT AGREEMENT.V1 Page 11 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
authorizes the recovery of food that does not meet the food safety requirements of the California Retail Food 345
Code. 346
1.49 Edible Food Recovery. “Edible Food Recovery” means the actions to collect and distribute 347
Edible Food and distributing it to local food recovery organizations from places where it would otherwise go 348
to waste such as, but not limited to, restaurants, grocery stores, produce markets, school cafeterias, or dining 349
facilities. 350
1.50 Effective Date. “Effective Date of Agreement” shall mean the date on which the Agreement 351
is signed by the duly authorized representatives and the parties and delivered by the last of the parties to sign 352
and deliver. 353
1.51 Electronic Waste (E-Waste). E-Waste means electronic equipment such as stereos, 354
televisions, computers, and other similar items collected from SFD Service Units. 355
1.52 Exempt Waste. “Exempt Waste” means “Excluded Waste” as defined in Section 8.32.020 356
of the Municipal Code and Biohazardous or Biomedical Waste, Hazardous Waste, Sludge, automobiles, 357
automobile parts, boats, boat parts, boat trailers, internal combustion engines, lead-acid batteries, dead 358
animals, and those wastes under the control of the Nuclear Regulatory Commission. 359
1.53 Food Waste “Food Waste” means (1) food scraps including all edible or inedible food such 360
as, but not limited to, fruits, vegetables, meat, poultry, seafood, shellfish, bones, rice, beans, pasta, bread, 361
cheese, coffee grounds, and eggshells. Food Scraps excludes fats, oils, and grease when such materials are 362
Source Separated from other Food Scraps; and (2) food-soiled paper, which is compostable paper material 363
that has come in contact with food or liquid, such as, but not limited to, compostable paper plates, paper 364
coffee cups, napkins, and pizza boxes. 365
1.54 Franchised Diversion. Franchised Diversion means the rate of diversion that Contractor is 366
responsible to achieve as defined and calculated Section 8.01.3 of this Agreement. 367
1.55 Franchise Fee. The fee stated in Section 4.03.1 of this Agreement that Contractor has 368
voluntarily agreed to pay in consideration of the exclusive rights granted by the City under this Agreement. 369
1.56 Garbage. All putrescible and non-putrescible solid, semi-solid and associated liquid waste 370
generated or accumulated through the normal activities of a premises. Garbage does not include Recyclable 371
Materials, Organic Waste, or Bulky Waste, that is source-separated and set out for purposes of collection and 372
recycling. 373
1.57 Green Waste. “Green Waste” means grass clippings, leaves, landscape and prunings 374
waste, wood materials from trees and shrubs, and other forms of organic materials generated from 375
landscapes or gardens. 376
1.58 Gross Revenue. All monetary amounts actually collected or received by Contractor for the 377
provision of Integrated Solid Waste Handling Services pursuant to this Agreement, including but not 378
necessarily limited to: all receipts from Service Recipients, inclusive of late charges, contamination charges, 379
DRAFT AGREEMENT.V1 Page 12 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
Franchise Fees or any other cost of doing business. “Gross Revenue”, for purposes of this Agreement, does 380
not include any fee or charge levied by the City directly on Service Recipients to mitigate costs incurred by 381
City which is billed, collected and remitted to City by Contractor, or revenues generated from the sale of 382
Recyclable Material, Compost or energy, grants, cash awards, State of California Department of Conservation 383
payments, or rebates resulting from the performance of this Agreement. 384
1.59 Hazardous Waste. “Hazardous Waste” has the same meaning as set forth in Section 385
8.32.020 of the Municipal Code. Hazardous Waste shall have the meaning set forth in California Code of 386
Regulations, Title 14 §17225.32 and Health and Safety Code §25117, or successor laws and regulations as 387
may be amended from time to time. 388
1.60 Holiday. “Holiday” means New Year’s Day, President’s Day, Memorial Day, Independence 389
Day, Labor Day, Veterans Day, Thanksgiving Day, Christmas Day, and any other day recognized by 390
resolution of the City Council as a day on which waste Collection Service will not be provided until the following 391
day, excluding Sunday. 392
1.61 Home Compost Bin. A portable durable container purchased by the Contractor, and 393
distributed to SFD or MFD/MXD Service Recipients as requested, and stored and distributed by the 394
Contractor to SFD or MFD/MXD Service Recipients for use by those Service Recipients to compost Organic 395
Waste at their premises. 396
1.62 Household Hazardous Waste. “Household Hazardous Waste” means that waste resulting 397
from products purchased by the general public for household use which, because of its quantity, concentration 398
or physical, chemical or infectious characteristics, may pose a substantial known or potential hazard to human 399
health or the environment when improperly treated, disposed or otherwise managed, or, in combination with 400
other Solid Waste, may be infectious, explosive, poisonous, caustic, toxic, or exhibit any of the characteristics 401
of ignitability, corrosivity, reactivity, or toxicity as per California Code of Regulations Title 22, Division 4.5, 402
Chapter 11, Section 66261.3. 403
1.63 Integrated Solid Waste Handling Services. The collection of Garbage, Recyclable 404
Materials, and Organic Waste within the corporate limits of City; the transportation of such material to 405
appropriate places for processing, recycling, composting and/or disposal; and the processing of materials. 406
1.64 Kitchen Food Waste Pail. A plastic receptacle with a rated capacity not exceeding two and 407
one-half (2.5) gallons, having a hinged lid, suitable for use in a SFD Service Unit for temporary storage of 408
SFD Organic Waste that is approved for such purpose by City. 409
1.65 Manure. Stable bedding and other waste matter normally accumulated and associated with 410
stables or in livestock. 411
1.66 Materials Recovery Facility. “Materials Recovery Facility (MRF)” means a facility listed in 412
Exhibit 9 to which commingled Solid Waste, Organic Waste and Recyclable Materials are brought for 413
separation into marketable Recyclable Materials. 414
DRAFT AGREEMENT.V1 Page 13 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
1.67 Maximum Service Rate. The maximum amount that Contractor may charge Service 415
Recipients for Integrated Solid Waste Handling Services, as listed in Exhibit 1, and as may be adjusted in 416
accordance with the provisions of this Agreement. 417
1.68 Mixed Waste Processing Facility. Means a State-permitted commercial Solid Waste facility 418
listed in Exhibit 9 which accepts and processes Unicycling for diversion from landfill disposal. The City 419
reserves its Flow Control Rights over the Mixed Waste Processing Facility. 420
1.69 Multi-Family Dwelling (MFD) Collection Service. MFD Solid Waste Collection Service 421
serves a Multi-Family Dwelling, and specifically includes the following, MFD Garbage Collection Service, MFD 422
Large Item Collection Service, MFD Organic Waste Collection Service, and MFD Recycling Service: 423
A. MFD Garbage Collection Service. The Collection of Garbage, by Contractor, from 424
MFD Service Units in the Service Area and the delivery of that Garbage to a Disposal Facility. 425
B. MFD Bulky Waste Collection Service. The periodic on-call Collection of Bulky 426
Waste , by Contractor, from MFD Service Units in the Service Area and the delivery of those Bulky Waste 427
to a Disposal Facility, Materials Recovery Facility or such other facility as may be appropriate under the 428
terms of this Agreement. MFD Bulky Waste Collection Service may include the Collection of Bulky Waste 429
using Roll-Off Containers. 430
C. MFD Organic Waste Collection Service. The Collection of Organic Waste, by 431
Contractor, from MFD Service Units in the Service Area, the delivery of those Organic Waste materials to 432
an Organic Waste Processing Facility and the processing and marketing of those Organic Waste materials, 433
and the disposal of all MFD Organic Waste Processing Residue. 434
D. MFD Recycling Service. The Collection of Recyclables Materials by the Contractor 435
from MFD Service Units in the Service Area, the delivery of those Recyclable Materials to a Materials 436
Recovery Facility and the processing and marketing of those Recyclable Materials, and the disposal of all 437
MFD Recyclables Materials Processing Residue. 438
1.70 Municipal Code. Municipal Code means the City of Rosemead Municipal Code. 439
1.71 Non-Collection Notice. A written notice approved by the Agreement Administrator that 440
notifies a Service Recipient of the reason Contractor did not Collect Solid Waste set out for Collection. 441
1.72 Organic Waste. “Organic Waste” has the same meaning as set forth in Section 8.32.020 442
of the Municipal Code and means Food Waste, Green Waste, Wood Waste, and food-soiled paper waste that 443
is mixed in with Food Waste. 444
1.73 Organic Waste Collection Service. The Collection of Organic Waste from Service Units and 445
processing at an Organic Waste Processing Facility, and the disposal of all Organic Waste Processing 446
Residue. 447
1.74 Organic Waste Processing Facility. “Organic Waste Processing Facility” means any facility 448
designed, operated and legally permitted for the purpose of receiving and processing Food Waste, Green 449
DRAFT AGREEMENT.V1 Page 14 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
Waste, and Organic Waste listed in Exhibit 9. The City shall designate the Organic Waste Processing Facility 450
for the Contractor to deliver Collected Organic Waste material under this Agreement. 451
1.75 Overage. “Overage” means Solid Waste set out for Collection either on top of or outside of 452
a Container or in any manner that prevents the Container lid from completely closing or potentially cause 453
Solid Waste to spill during Collection by Contractor’s vehicles. 454
1.76 Premises. “Premises” means any land or building in the City where waste is generated or 455
accumulated. 456
1.77 Prohibited Container Contaminants. “Prohibited Container Contaminants” means any of 457
the following but does not include Organic Waste specifically allowed for Collection in a Container that is 458
required to be transported to a high diversion organic waste processing facility if the waste is specifically 459
identified as acceptable for Collection in that Container in a manner that complies with the requirements of 460
14 CCR Section 18984.1, 18984.2, or 18984.3. (A) Non-Organic Waste placed in a Collection Container 461
designated for Organic Waste provided pursuant to 14 CCR Section 18984.1 or 18984.2; (B) Organic Wastes 462
that are, carpet, hazardous wood waste, or non-compostable paper placed in the Collection Container that is 463
part of an Organic Waste Collection Service provided pursuant to 14 CCR Section 18984.1 or 18984.2; (C) 464
Organic Wastes, placed in a Collection Container designated for Garbage, that pursuant to 14 CCR Section 465
18984.1 or 18984.2 were intended to be Collected separately in a Collection Container designated for Organic 466
Waste or Recyclable Materials; (D) Organic Wastes placed in the Collection Container designated for 467
Recyclable Materials shall be considered Prohibited Container Contaminants when those wastes were 468
specifically identified in this Agreement, or through local ordinance for Collection in the Container designated 469
for Organic Waste, or mutually agreed to and promulgated by the City and Contractor. Paper products, 470
printing and writing paper, wood and dry lumber may be considered acceptable and not considered Prohibited 471
Container Contaminants if they are placed in Collection Container designated for Recyclable Materials; and 472
(E) Exempt Waste placed in any Collection Container. 473
1.78 Quarter. A three-month period during a calendar year. The first Quarter is January through 474
March. The second Quarter is April through June. The third Quarter is July through September. The fourth 475
Quarter is October through December. 476
1.79 Rate Year. “Rate Year” means the period July 1st to June 30th, for each year during the 477
Term of this Agreement, except the first year which begins on August 1, 2023. 478
1.80 Recyclable Materials. Recyclable Materials means those materials that are separated from 479
Solid Waste prior to disposal to be recycled consistent with the requirements of the Act. Recyclable Materials 480
that can be placed in the Recycling Container include but are not limited to, glass and plastic bottles, 481
aluminum, tin and steel cans, metals, unsoiled paper products, printing and writing paper, and cardboard, 482
and any other items as determined by the Agreement Administrator. 483
1.81 Recycling. “Recycling” means the process of collecting, sorting, cleansing, treating and/or 484
marketing Recyclable Materials that would otherwise become Garbage, and returning them to the economic 485
mainstream in the form of raw material for new, reused, or reconstituted products which meet the quality 486
DRAFT AGREEMENT.V1 Page 15 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
standards necessary to be used in the marketplace. The collection, transportation or disposal of Solid Waste 487
not intended for, or capable of, reuse is not Recycling. “Recycling” does not include transformation as defined 488
in Public Resource Code Section 40201. 489
1.82 Residential Collection Service. “Residential Collection Service” means ongoing regularly 490
scheduled collection of Solid Waste by an Exclusive Franchise from Residential Service Units and MFD 491
Service Units and the delivery of that Solid Waste to a Disposal Facility, Recycling Facility, and/or Organics 492
Processing Facility. 493
1.83 Residential Premises. “Residential Premises” means: (i) any building or structure, or 494
portion thereof, that is used for residential housing purposes and has four (4) or fewer distinct living units; and 495
(ii) any multiple unit residential complex which, with the prior written approval of the City Manager, receives 496
Integrated Solid Waste Handling Services using standard residential Containers. 497
1.84 Residual or Residuals. “Residual” or “Residuals” means Solid Waste that is not Diverted 498
from landfill Disposal after it has been delivered to an Organic Waste Processing Facility or a Recyclables 499
Processing Facility for processing for Diversion from landfill Disposal. Residual does not include Recyclable 500
Materials or Organic Material that is processed for Diversion but lacks an available market. 501
1.85 Roll-Off Container. A metal container with a capacity of ten (10) or more cubic yards that 502
is normally loaded onto a specialized Collection vehicle and transported to an appropriate facility. 503
1.86 SB 1383. “SB 1383” means State of California Senate Bill 1383 Short-lived Climate 504
Pollutants: Organic Waste Reductions, approved September 19, 2016. 505
1.87 Self-Haul. Collection of Solid Waste by the resident, owner, or occupant of the Premises 506
on which the Solid Waste was generated pursuant to a City-issued permit and in accordance with the 507
requirements of the Municipal Code. 508
1.88 Service Area. That area within the city limits of the City of Rosemead designated by City 509
as the Service Area. 510
1.89 Service Recipient. An individual or entity receiving Collection Service. 511
1.90 Service Unit. “Service Unit” means a single subscriber to Contractor’s Integrated Solid 512
Waste Handling Services. SFD Service Units, MFD Service Units, MXD Service Units, City Service Units or 513
Commercial Service Units. Service Unit specifically includes the following: 514
A. City Service Unit. City Facility(ies) that utilize a Bin, Cart, or Roll-Off Container(s) 515
for the accumulation and set-out of Solid Waste. City Service Units are the properties set forth in Exhibit 3 516
and may be modified by written notice to Contractor by the City. 517
B. Commercial Service Unit. All retail, professional, wholesale and industrial facilities, 518
and other commercial enterprises offering goods or services to the public that utilize a Garbage Bin, 519
Cart, Compactor, Roll-Off Container for the accumulation and set-out of Commercial Solid Waste. 520
DRAFT AGREEMENT.V1 Page 16 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
C. Multi-Family Dwelling and MFD Service Unit. “Multi-Family Dwelling” and “MFD” 521
shall mean any building or structure, including but not limited to Mobile Home Parks, or portion thereof, 522
used for residential purposes having five (5) or greater distinct living units. 523
D. MXD (Mixed-use Development) Service Unit. A mix of Commercial Service Units 524
and five (5) or greater Dwelling Units in the Service Area utilizing any combination of Collection 525
Containers for the accumulation of and set out of Solid Waste. 526
E. SFD Service Unit. Any Single-Family Dwelling Unit in the Service Area utilizing a 527
Cart for the accumulation and set out of Solid Waste originating from SFD Residential Premises. 528
1.91 SFD Collection Service. SFD Garbage Collection Service, SFD Recycling Service, SFD 529
Organic Waste Collection Service, and SFD Large Item Collection Service. 530
A. SFD Garbage Collection Service. The Collection of Garbage, by Contractor, from 531
SFD Service Units in the Service Area and the delivery of that Garbage to a Disposal Facility. 532
B. SFD Bulky Waste Collection Service. The periodic on-call Collection of Bulky Waste 533
, by Contractor, from SFD Service Units in the Service Area and the delivery of those Bulky Waste to a 534
Disposal Facility, Materials Recovery Facility or other such facility as may be appropriate under the terms 535
of this Agreement. SFD Bulky Waste Collection Service does not include the Collection of Bulky Waste 536
using Roll-Off Containers. 537
C. SFD Organic Waste Collection Service. The Collection of Organic Waste, by 538
Contractor, for SFD Service Units in the Service Area, the delivery of those Organic Waste Materials to an 539
Organic Waste Processing Facility and the processing and marketing of those Organic Waste materials, 540
and the disposal of all SFD Organic Waste Processing Residual. 541
D. SFD Recycling Service. The Collection of Recyclable Materials, including dry cell 542
household batteries when set out by the Service Recipient in heavy duty plastic bags and placed on the 543
Recycling Cart, by the Contractor from SFD Service Units in the Service Area, the delivery of those 544
Recyclable Materials to a Materials Recovery Facility and the processing and marketing of those 545
Recyclable Materials. 546
1.92 Single-family Dwelling or SFD. “Single-family/duplex dwelling” or “SFD” means any 547
residential premises with fewer than five (5) units single attached dwelling units, each designed for use by 548
one bona fide housekeeping group. 549
1.93 Sludge. The accumulated solids, residues, and precipitates generated as a result of waste 550
treatment or processing, including wastewater treatment, water supply treatment, or operation of an air 551
pollution control facility, and mixed liquids and solids pumped from septic tanks, grease traps, privies, or 552
similar disposal appurtenances or any other such waste having similar characteristics or effects. 553
1.94 Solid Waste. “Solid Waste” means all putrescible and non-putrescible solid, semisolid, and 554
liquid wastes, including garbage, trash, refuse, paper, rubbish, ashes, industrial wastes, demolition and 555
construction wastes, abandoned vehicles and parts thereof, discarded home and industrial appliances, 556
dewatered, treated, or chemically fixed sewage sludge which is not hazardous waste, Manure, vegetable or 557
DRAFT AGREEMENT.V1 Page 17 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
animal solid and semisolid wastes, and other discarded solid and semisolid wastes, as set forth in California 558
Public Resources Code Section 40191(a)(b), as amended from time to time. Solid Waste includes Recyclable 559
Materials but does not include (1) Hazardous Waste; (2) radioactive waste regulated pursuant to the Health 560
and Safety Code Section 114960 et seq.; and (3) medical waste regulated pursuant to the Health and Safety 561
Code Section 117600 et seq. 562
1.95 Source Separated. “Source Separated” means materials that have been kept separate in 563
the Solid Waste stream, at the point of generation, for the purpose of additional sorting or processing in order 564
to return them to the economic mainstream in the form of raw material for new, reused, or reconstituted 565
products, which meet the quality standards necessary to be used in the marketplace, or as otherwise defined 566
in 14 CCR Section 17402.5(b)(4). 567
1.96 SRRE (Source Reduction and Recycling Element). A formal planning document that 568
demonstrates how the City will comply with the Act’s diversion goals. 569
1.97 Term. “Term” means the time period or duration which the Agreement is in effect. 570
1.98 Transfer Station. “Transfer Station” means the place or places listed in Exhibit 9 as City-571
approved locations conveyance of Solid Waste Collected by Contractor into larger vehicles prior to 572
transportation of the Solid Waste to a Disposal Facility or Processing Facility. 573
1.99 Unicycling. A method of separating trash and recyclable materials in a single Collection 574
Container. Trash materials are collected in bags and deposited into the Collection Container and recyclable 575
materials are deposited into the Collection Container loose and unbagged. 576
1.100 Universal Waste or U-Waste. Electronic devices, dry-cell batteries, non-empty aerosol 577
cans, fluorescent lamps, and fluorescent bulbs, mercury thermostats, and other mercury containing 578
equipment. 579
1.101 Waste. “Waste” means the useless, unused, unwanted or discarded material and debris 580
resulting from normal residential and commercial activity or materials which, by their presence, may injuriously 581
affect the health, safety, and comfort of persons or depreciate property values in the vicinity thereof. 582
1.102 Waste Generator. “Waste generator” means any person, as defined by the most current 583
version of the Public Resources Code, whose act or process produces solid waste as defined in that same 584
code, or whose act first causes solid waste to become subject to regulation. 585
1.103 Waste Reporting System (WRS). The electronic data recording and reporting system that 586
Contractor uses to provide data and reports that this Agreement requires Contractor to give to the City. 587
1.104 White goods. “White goods” means enamel-coated major appliances, such as washing 588
machines, clothes dryers, hot water heaters, stoves, and refrigerators. 589
1.105 Work Day. Any day, Monday through Saturday, that is not a Holiday as set forth in Section 590
5.03 of this Agreement. 591
DRAFT AGREEMENT.V1 Page 18 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
1.106 Wood Waste. “Wood waste” means Solid Waste consisting of stumps, large branches, tree 592
trunks, and wood pieces or particles that are generated from the manufacturing or production of wood 593
products, harvesting, processing or storage of raw wood materials, or construction and demolition activities. 594
Article 2. Term of Agreement 595
2.01 Term of Agreement. The term of this Agreement will be for a ten (10) year period beginning 596
August 1, 2023 and terminating on June 30, 2033. Contractor shall commence performance of its Collection 597
Service obligations under this Agreement on August 1, 2023 (“Commencement Date”). 598
Article 3. Conditions Governing Services Provided by Contractor 599
3.01 Grant of Exclusive Agreement. City hereby grants to Contractor, on the terms and 600
conditions set forth herein including the limitations set forth in sections 3.02 and 3.03, the exclusive franchise, 601
right and privilege to collect, remove and dispose of, in a lawful manner, Solid Waste, Recyclable Materials, 602
and Organic Materials accumulating in the City’s Service Area that are required to be accumulated and offered 603
for collection to the Contractor in accordance with the City’s Municipal Code, for the Term of and within the 604
scope set forth in this Agreement. 605
3.02 Recyclable Materials Organic Waste, and Bulky Waste Discarded by Service Recipients. 606
This Agreement shall not prohibit any person from selling Recyclable Materials or Organic Waste or giving 607
Recyclable Materials or Organic Waste away to persons or entities other than Contractor. However, in either 608
instance: (1) the Recyclable Materials or Organic Waste must be source separated from and not mixed with 609
other Solid Waste; and (2) the seller/donor may not pay the buyer/donor any consideration for collecting, 610
processing or transporting such Recyclable Materials or Organic Waste. A discount or reduction in the price 611
for collection, disposal and/or recycling services for any form of un-segregated or segregated Solid Waste is 612
not a sale or donation of Recyclable Materials or Organic Waste and such Solid Waste does not qualify for 613
this exception. However, once the Recyclable Materials or Organic Waste have been placed in the Collection 614
Container and the Container set out for Collection, the Recyclable Materials or Organic waste become the 615
property of Contractor. 616
3.03 Exclusions to Exclusivity. 617
3.03.1 Specialized Recyclable Materials. If Contractor is unable or unwilling to Collect and 618
process for diversion specialized materials, including, but not limited to, Organic Waste, metals, Construction 619
and Demolition Debris, laboratory waste, pallets and others, and which a third party is able to re-use or 620
Recycle, Service Recipients shall have the right to engage the third-party recycler to collect and Recycle 621
those Source-Separated Recyclable Materials provided that the diversion is verified by the City. 622
3.03.2 Recyclable Materials Sold By Commercial Generator. If the Waste Generator at a 623
Commercial Service Unit has source separated Recyclable Material, the Waste Generator is entitled to sell 624
that Recyclable Material or be otherwise compensated in a manner resulting in a net positive payment to the 625
Waste Generator, when such collector is permitted as appropriate under the City Municipal Code. 626
DRAFT AGREEMENT.V1 Page 19 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
3.03.3 Byproducts of Food and Beverage Processing. Under AB 3036 (2018), certain 627
byproducts from the processing of food or beverages from agricultural or industrial sources, provided they 628
do not include animal, including fish, processing byproducts, they are Source-Separated, they are not 629
discarded (meaning the generator may not pay the recipient any consideration, or accept a discount or 630
reduction in price for collecting, processing, or transporting such material), and they are used as animal feed, 631
are exempted from this Exclusive Franchise Agreement. Entities requesting exemption must apply to the 632
City and be any of the following: registered pursuant to Section 110460 of the Health and Safety Code, or 633
be exempted from registration pursuant to Section 110480 of the Health and Safety Code, or be a beer 634
manufacturer as defined in Section 23012 of the Business and Professions Code, or a distilled spirits 635
manufacturer, as defined in Section 23015 of the Business and Professions Code. 636
3.03.4 Donated Solid Waste. Recyclable Materials, Organic Waste, or Bulky Waste which 637
is Source Separated at any premises by the waste generator and donated to youth, civic or charitable 638
organizations qualified as such pursuant to Federal law. 639
3.03.5 Gardening or Landscape Services. Green Waste removed from a premises by a 640
gardening, landscaping, or tree trimming company as an incidental part of a total service offered by that 641
company rather than as a hauling service. 642
3.03.6 Self-haul. Service Recipients may choose to self-haul Solid Waste to Disposal or 643
Processing Facilities, to the extent authorized by the Municipal Code.. 644
3.04 Responsibility for Service Billing and Collection. Contractor is responsible for the billing 645
and collection of payments for Integrated Solid Waste Handling Services within the Service Area. 646
Article 4. Franchise Fees and Payments 647
4.01 Contractor’s Payments to City. The Parties agree that all fees and any payments owed by 648
Contractor to City under this Agreement are the product of extensive negotiations and constitute valid 649
consideration for the rights and privileges granted to Contractor under this Agreement. 650
4.02 Reimbursement for the Cost of Procurement/Negotiation Process. Contractor shall 651
reimburse the City a one-time fee for the cost of the Franchise Agreement solicitation, evaluation, negotiation 652
and award process in an amount adopted by a resolution of the City Council or by City Manager if City Council 653
has delegated such authority to the City Manager by resolution. This fee shall be due and payable on the 654
thirty (30) day after the Effective Date of the Agreement. 655
4.03 Quarterly Fees and Payments. The following quarterly fees and payments shall be due and 656
payable on the twentieth (20th) day of the month following the end of each Quarter for which the Integrated 657
Solid Waste Handling Services were provided; first such payment being due on October 20, 2023. The City 658
Council may adjust the Quarterly Fees by resolution, in which case Contractor shall be entitled to a rate 659
adjustment as a City-directed change in accordance with Section 30.01. The Quarterly Fees shall be 660
accompanied at the time of payment by a written report, in a format acceptable to the City, setting forth the 661
calculations Contractor used to determine the amount due and the basis for those calculations. Figures used 662
DRAFT AGREEMENT.V1 Page 20 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
in the report shall be taken from Contractor’s general books of account, and Contractor shall retain all 663
supporting documentation in accordance with the records retention requirements in Section 22.01. 664
4.03.1 Franchise Fee. Contractor shall pay the City a quarterly Franchise Fee equal to ten 665
percent (10%) of the Gross Revenue received by the Contractor from Integrated Solid Waste Handling 666
Services provided in the City pursuant to this Agreement. 667
4.04 Annual Fees and Payments. On each anniversary of the Commencement Date, each of 668
the annual fees and payments shall increase by the same percentage that the Maximum Service Rate 669
increases for that same Calendar Year. 670
4.04.1 SB 1383 and Administrative Fees and Payments. The SB 1383 and Administrative 671
annual fees and payments shall be due and payable on August 1 of each calendar year; the first such 672
payments being due on August 1, 2023. In consideration of the administrative costs of managing the City’s 673
solid waste program, Contractor shall pay City annual SB 1383 and Administrative Fees in an amount 674
adopted by a resolution of the City Council or by City Manager if City Council has delegated such authority 675
to the City Manager by resolution. 676
4.04.2 Mitigation Fees and Payments. The Mitigation Fees and Payments shall be due and 677
payable on August 1 of each calendar year; the first such payments being due on August 1, 2023. The 678
Mitigation Fees and Payments shall be set at an amount adopted by a resolution of the City Council or by 679
City Manager if City Council has delegated such authority to the City Manager by resolution in consideration 680
of the impacts of solid waste collection activities within the City, including but not limited to impacts related 681
to noise, traffic, air quality, storm water contamination prevention, and enforcement activities. 682
4.05 Time and Method of Payment. Contractor shall pay all amounts owed under this Article 683
without prior notice or demand and without abatement, deduction, offset or credit in lawful money of the United 684
States, on or before the applicable due date, unless the due date lands on a weekend or Holiday, in which 685
case the due date shall be the next Business Day. If sent by U.S. mail, the remittance must be post-marked 686
on or before the due date. If hand-delivered, Contractor must request and receive a date-stamped receipt 687
from the City by 5:00 p.m. on the due date. 688
4.06 Late Payments. In the event Contractor fails to pay the City any amounts owed under this 689
Article on or before the applicable due date, then in addition to the amounts already owed, Contractor shall 690
pay a penalty as specified in Exhibit 6, except to the extent that such lateness is due to extenuating 691
circumstances. Contractor must submit any request for approval of a late payment in writing at least five (5) 692
Business Days prior to the date on which fees are due, and the request must be accompanied by a written 693
explanation of the extenuating circumstances and adequate supporting documentation. The City shall not 694
unreasonably withhold its approval and shall notify Contractor within three (3) business days of receiving the 695
request whether and to what extent the request has been approved. 696
4.06.1 Taxes and Utility Charges. The Contractor shall pay all taxes lawfully levied or 697
assessed upon or in respect of the operating assets or the Integrated Solid Waste Handling Services, or 698
DRAFT AGREEMENT.V1 Page 21 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
upon any part thereof of upon any revenues necessary for the operation of the operating assets and the 699
provision of the Integrated Solid Waste Handling Services, when the same shall become due. 700
4.06.2 Franchise Fee Disputes. In the event of any disputes between the Contractor and 701
the City with respect to the fees described in this Article 4, the City shall provide the Contractor with written 702
objection within 180 days of the receipt of the written report described in Section 4.03, encompassing the 703
dispute amount. The City shall state its objections in writing with reference to the applicable portion(s) of the 704
report and its reasons then known for its dispute. The Parties agree to meet and confer regarding any such 705
dispute. 706
4.07 In the event any City imposed fee is determined by a court to be excessive, invalid or 707
unenforceable (hereinafter “CIF”), then: (i) Contractor shall not charge or collect the future portion of such 708
CIF; (ii) to the extent the Customers are entitled to a reimbursement of any portion of such CIF, and City is 709
required to reimburse Contractor in the amount of such CIF previously remitted to City, thereafter, 710
Contractor shall directly reimburse all Customers entitled to reimbursement in the amount attributable to 711
each Customer account. In no event shall Contractor retain any portion of the fees reimbursed by City; (iii) 712
to the extent the Customers are entitled to a reimbursement of such CIF, and City is required by a court to 713
directly reimburse Customers, Contractor shall assist City in identifying all Customers entitled to a 714
reimbursement, quantifying the reimbursement amount attributable to each Customer account, and 715
obtaining and providing to City any other information needed to satisfy the obligations imposed by a court; 716
and (iv) City and Contractor will, within thirty (30) days following such court decision meet and confer to 717
negotiate in good faith and using reasonable efforts to attempt to agree on modifications to the Agreement. 718
Article 5. General Requirements 719
5.01 Service Standards. Contractor must perform all Integrated Solid Waste Handling Services 720
under this Agreement in a thorough and professional manner as described in Article 25, while meeting the 721
minimum performance and diversion standards listed in Article 17 according to the Sustainability and 722
Compliance Plan (Exhibit 10) developed by the Contractor and approved by the City. 723
5.02 Labor and Equipment. Contractor must provide and maintain all labor, equipment, tools, 724
facilities, and personnel supervision required for the performance of Contractor’s obligations under this 725
Agreement. Contractor must always have sufficient backup equipment and labor to fulfill Contractor’s 726
obligations under this Agreement. No compensation for Contractor’s services or for Contractor’s supply of 727
labor, equipment, tools, facilities or supervision will be provided or paid to Contractor by City or by any Service 728
Recipient except as expressly provided by this Agreement. 729
5.03 Holiday Service. The City observes New Year’s Day, President’s Day, Memorial Day, 730
Independence Day, Labor Day, Veterans Day, Thanksgiving Day, and Christmas Day as legal holidays. 731
Contractor is not required to provide Integrated Solid Waste Handling Services or maintain office hours on 732
the designated holidays. In any week in which one of these holidays falls on a Work Day, SFD Collection 733
Services for the holiday and each Work Day thereafter will be delayed one Work Day for the remainder of the 734
week with normally scheduled Friday SFD Collection Services being performed on Saturday. Commercial 735
Collection Services will be adjusted as set forth in Article 12 but must meet the minimum frequency 736
DRAFT AGREEMENT.V1 Page 22 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
requirements of one (1) time per week. Integrated Solid Waste Handling Services will not take place on 737
Sundays, unless previously authorized by the Agreement Administrator. 738
5.04 Inspections. The City has the right to inspect Contractor’s facilities or Collection Vehicles 739
and their contents used to provide services pursuant to this Agreement at any reasonable time while operating 740
inside or outside the City. 741
5.05 Commingling of Materials. 742
5.05.1 SFD Materials Collected in Rosemead. Contractor may not at any time commingle 743
any SFD materials Collected pursuant to this Agreement with any other material Collected by Contractor 744
inside or outside the City of Rosemead without the express prior written authorization of the Agreement 745
Administrator. 746
5.05.2 Commercial Garbage Materials Collected in Rosemead. Contractor may commingle 747
Commercial garbage materials collected pursuant to this Agreement with other materials collected outside 748
the City of Rosemead, provided that Contractor tracks the tonnage of Commercial material collected inside 749
the City of Rosemead separately using a City-approved allocation methodology. Changes to the allocation 750
methodology may only be made with the express prior written authorization of the Agreement Administrator. 751
5.05.3 Recyclable Materials. Subject to Sections 10.08.2 and 12.04.4, Contractor may not 752
at any time commingle SFD or Commercial Recyclable Materials Collected pursuant to this Agreement with 753
any other material type Collected by Contractor without the express prior written authorization of the 754
Agreement Administrator. 755
5.05.4 Organic Waste. Subject to Sections 10.09.4 and 12.05.7, Contractor may not at any 756
time commingle SFD or Commercial Organic Waste Collected pursuant to this Agreement with any other 757
material type Collected by Contractor, without the express prior written authorization of the Agreement 758
Administrator. 759
5.05.5 Commingled Garbage and Recyclables. Only in special circumstances in which 760
separate Collection Containers pose a challenge due to space or logistical constraints, and with prior written 761
authorization of the Agreement Administrator, Contractor may Collect Commercial Garbage and Recyclable 762
Materials in the same Collection Container, using a Split-bin or Unicycling, for the purposes of processing 763
Recyclable Materials for diversion. 764
5.06 Recyclable Materials and Organic Waste Contamination. Contractor must offer the Service 765
Recipients the correct combination of Cart and Bin sizes and collection frequency beyond the minimum 766
bundled service requirements as necessary, that matches their unique service needs to reduce contamination 767
of Recyclable Materials and Organic Waste, and provide service at least cost to Service Recipient. To support 768
City’s diversion goals and Contractor’s Diversion Requirements as set forth in Section 8.01.1, Contractor is 769
only required to collect and process Recyclable Materials if they have been separated by the Service 770
Recipient from Garbage and Organic Waste and will only be required to collect Organic Waste if it has been 771
Source Separated by the Service Recipient from Garbage and Recyclable Materials. 772
DRAFT AGREEMENT.V1 Page 23 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
As part of Contractor’s Public Education Services under Section 20.02, Contractor has agreed to provide 773
outreach and support to Service Recipients as described in the Contractor’s Sustainability and Compliance 774
Plan provided as Exhibit 10 and Outreach and Education Plan provided as Exhibit 11. Additionally, 775
Contractor’s route collection personnel will report to Contractor’s supervisors if they observe potential 776
contamination problems, and/or insufficient collection capacity. For purposes of determining if Recyclable 777
Materials or Organic Waste are deemed to be contaminated, if, by visual or digital inspection, Recyclable 778
Materials are commingled with ten percent (10%) by weight or volume of Garbage or Organic Waste, or if, by 779
visual inspection, Organic Waste is commingled with three percent (3%) by volume of Garbage or Recyclable 780
Materials, then Recyclable Materials and/or Organic Waste will be deemed to be contaminated and 781
Contractor may take the following steps: 782
5.07 Violations by Service Recipients. The following provisions will apply to all Commercial, 783
MFD, MXD, and SFD Service Recipients. 784
5.07.1 First and Second Occurrence. For the first and second occurrence within any one 785
Calendar Year of contamination for a particular container (i.e., Recyclable Materials or Organic Waste), 786
Contractor must collect the contaminated container (as Solid Waste) and must affix a Contamination 787
Violation Notice to the contaminated container which contains instructions on the proper procedures for 788
sorting Recyclable Materials or Organic Waste, and must notify the Service Recipient by phone, U.S. mail, 789
e-mail, or in person (which may be a container tag), that for the third and subsequent incidents of excess 790
contamination, the Service Recipient may be charged a contamination fee for the contaminated container, 791
and Contractor may increase the Collection Container size, or require an additional Collection Container. 792
Contractor’s representative must also contact the Service Recipient by phone, U.S. mail, e-mail, or in person 793
(which may be a container tag) to ensure that they have the appropriate level of service for proper collection 794
of Recyclable Materials and/or Organic Waste. Contractor must also document the contamination issue in 795
the Waste Reporting System provide digital/visual documentation to the Service Recipient that clearly 796
documents the Service Recipient’s on-going contamination problems. 797
5.07.2 Third Occurrence. For the third or subsequent occurrence within any one Calendar 798
Year of contamination for a particular container (i.e., Recyclable Materials or Organic Waste), Contractor 799
must collect the contaminated Container (as Solid Waste) and must charge the Service Recipient a 800
contamination fee as set forth in Exhibit 1. Contractor must continue providing the Recyclable Materials or 801
Organic Waste Collection Services. Contractor must provide (or have provided) digital/photographic 802
documentation to the Service Recipient that clearly documents the Service Recipient’s on-going 803
contamination problems and written Notices of contamination as described above. Contractor may increase 804
the Container size or collection frequency and impose a contamination surcharge on the account for a period 805
of six months or until the Service Recipient has demonstrated no contamination for a period of three 806
consecutive months. Contractor must document contamination issue and surcharge in Waste Reporting 807
System and notify City within five (5) Business Days if Contractor increases the Container size or collection 808
frequency for excessive contamination or imposes the contamination surcharge to the account. City will 809
consult with Contractor and consider, and pursue as applicable, appropriate legal remedies against offending 810
Service Recipients to secure discontinuance of the contamination. 811
DRAFT AGREEMENT.V1 Page 24 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
5.08 Tracking Occurrences of Contamination. Regarding Section 5.07, each Contamination 812
occurrence is tracked annually per Calendar Year, and resets at the start of each Calendar Year if 813
contamination occurrences are not active and consecutive. Where contamination is occurring, and 814
occurrences are consecutive and unremedied their count shall continue across Calendar Years until remedy 815
occurs. In this case, once the Service Recipient has demonstrated no contamination for a period of three 816
consecutive months the tracking calendar will reset. 817
5.09 Disputes Over Excess Contamination Charges. If Service Recipient disputes a 818
contamination charge (which must be within 30 days of them being assessed), Contractor will temporarily halt 819
any contamination charge and/or increased Maximum Service Rate resulting from increasing the Collection 820
Container size, or collection frequency, and Contractor may request a ruling by the City Manager to resolve 821
the dispute. During the pendency of any request, Contractor may restore Container size or number, or 822
collection frequency to the prior levels. A request by Contractor to the City Manager to rule on any such 823
dispute must be filed within ten (10) Business Days of Contractor’s halting of contamination charge, or 824
increased Maximum Rate, and must include written documentation and digital/visual evidence of ongoing 825
overall problems. The City Manager may request a meeting (in person or phone) with both the Service 826
Recipient and Contractor to resolve the dispute. Following such a meeting, the City Manager will rule on the 827
dispute within ten (10) Business Days, and the City Manager’s decision on resolving the dispute between and 828
Service Recipient will be final. If the City Manager rules in favor of the Service Recipient, Contractor will credit 829
the disputed contamination charges or increased Maximum Service Rate. If the City Manager rules in favor 830
of Contractor, Contractor may charge Service Recipient the prior halted contamination charge and/or 831
increased Maximum Service Rate resulting from increasing the Collection Container size or collection 832
frequency and may follow the steps in Section 7.07 for collection of delinquent accounts. 833
5.10 Container Overage and Correction Procedures. If a Customer is found to habitually 834
overflow their Collection Container(s), i.e., lid will not close, and/or material not contained within Container 835
Contractor may take the steps as listed below to correct Customers’ on-going overflow of material. All 836
customers will be notified of Collection Overages. Contractor shall notify the City regarding Commercial, 837
MFD, and MXD customers that habitually overflow their Containers so that the City can take appropriate 838
action with such customers to secure discontinuance of the overages. 839
5.11 Overage and Correction Procedures. Contractor shall provide the Service Recipients the 840
correct combination of Collection Containers and collection frequency that matches each Service Recipient’s 841
unique service needs to enable clean, efficient, and cost-effective collection of Solid Waste, Recyclable 842
Materials, and Organic Waste. City and Contractor agree that overflow of Solid Waste that is not properly in 843
the Service Recipient’s Solid Waste Collection Containers negatively impacts public health and safety. 844
Contractor has also agreed to conduct recycling audits and provide outreach and support to Service Recipient 845
accounts receiving the correct service level. However, if Service Recipients are found to habitually overflow 846
their Solid Waste Collection Containers, Contractor may take the steps as listed below to correct Service 847
Recipient’s on-going overflow of Solid Waste. 848
5.12 Prior Arrangements For Collection. If the Service Recipient has made prior arrangements 849
with Contractor for Collection of Solid Waste Overages, Contractor must collect such Overages as arranged, 850
DRAFT AGREEMENT.V1 Page 25 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
and may charge the Service Recipient the Solid Waste Overage fee (prior arrangement) rate set forth in 851
Exhibit 1. 852
5.13 No Prior Arrangements. If the Service Recipient has not made prior arrangements with 853
Contractor for Collection of Solid Waste Overage, (i) Contractor may collect such Solid Waste Overage at no 854
additional charge as a courtesy, (ii) Contractor may not Collect the Solid Waste Overage and leave a Non-855
Collection Notice explaining the reason for non-collection of the Solid Waste Overage, (iii) Contractor may 856
Collect the Solid Waste Overage (up to two lifts) and charge the Service Recipient the Solid Waste Overage 857
fee (no prior arrangement) rate set forth in Exhibit 1 as provided below, or increase the capacity or frequency 858
of Collection of the existing Collection Container(s) to match documented service needs as provided below. 859
In managing Solid Waste Overages, the following apply: 860
5.13.1 SFD Service Recipients – Each Occurrence. For each occurrence Contractor will 861
not collect the Solid Waste Overage if the Collection Container could not be serviced by normal operating 862
procedures or cause spillage upon servicing and Contractor must provide the following written notice via e-863
mail, U.S. mail, or in person (which may be by Non-Collection Notice) to the Service Recipient: (i) the date, 864
description and photograph of the Solid Waste Overage and document in the Waste Reporting System. 865
Contractor’s Non-Collection Notice for SFD Service Recipients shall also contain instructions on (a) how to 866
schedule a Large Item Collection or (b) request an additional Collection Container to eliminate future 867
Overages. 868
5.13.2 Commercial and MFD/MXD Service Recipients – Each Occurrence. Contractor 869
must provide a written notice on the Container and may provide a copy of the notice via e-mail, U.S. mail, or 870
in person (which may be by Non-Collection Notice) to the Service Recipient with the date, description and 871
photograph of the Solid Waste Overage. Contractor may collect the Solid Waste Overage and may charge 872
the Service Recipient a Solid Waste Overage fee as set forth in Exhibit 1, and increase the capacity, or 873
collection frequency of the Collection Container to match documented service needs. At least ten (10) 874
Business Days prior to increasing the Collection Container size, or frequency of Collection, Contractor’s 875
representative must also contact the Service Recipient by phone, U.S. mail, e-mail or in person (which may 876
be by Non-Collection Notice) to ensure that Service Recipient has the appropriate level of service. Contractor 877
must document overage issue in the Waste Reporting System and notify City within ten (10) Business Days 878
of any changes in Service Recipient’s Collection Container size or collection frequency. The increased 879
capacity or collection frequency will remain in effect until Contractor determines that it is no longer needed 880
to prevent overages, which may be longer than the one Calendar Year stated above. Such determination 881
will be in Contractor’s sole but reasonable discretion and will be subject to the dispute resolution procedure 882
set forth below. City will consider, and pursue as applicable, appropriate legal remedies against offending 883
Service Recipients in order to secure discontinuance of the overages. 884
5.14 Tracking Occurrences of Solid Waste Overage. Regarding Sections 5.11 – 5.13 after 885
twelve (12) months have passed from the last applicable Solid Waste Overage occurrence, the next Solid 886
Waste Overage occurrence will be deemed a first Solid Waste Overage occurrence. 887
5.15 Disputes Over Container Overflow Charges. If Service Recipient disputes a Solid Waste 888
Overage charge or container size or collection frequency change within 30 days of the disputed action, 889
DRAFT AGREEMENT.V1 Page 26 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
Contractor must temporarily halt Solid Waste Overage charge and/or increased Maximum Service Rate 890
resulting from increasing the Collection Container size or collection frequency, and Contractor may request a 891
ruling by the City Manager to resolve the dispute. During the pendency of any request, Contractor may restore 892
Container size or number, or collection frequency, to the prior levels. A request by Contractor to the City 893
Manager to rule on any such dispute must be filed within ten (10) Business Days of Contractor’s halting of 894
Solid Waste Overage charge, or increased Maximum Rate, and must include written documentation and 895
digital/visual evidence of ongoing overall problems. The City Manager may request a meeting (in person or 896
phone) with both the Service Recipient and Contractor to resolve the dispute. Following such a meeting, the 897
City Manager will rule on the dispute within ten (10) Business Days, and the City Manager’s decision on 898
resolving the dispute between and Service Recipient will be final. If the City Manager rules in favor of the 899
Service Recipient, Contractor must credit the disputed charge or increased Maximum Service Rate. If the 900
City Manager rules in favor of Contractor, Contractor may charge Service Recipient the prior halted Solid 901
Waste Overage charge and/or increased Maximum Service Rate resulting from increasing the Solid Waste 902
Collection Container size or collection frequency and may follow the steps in Section 7.07 for collection of 903
delinquent accounts. 904
5.16 Ownership of Materials. Except as provided otherwise under Applicable Law, title to 905
Residential Waste, Commercial Solid Waste, Recyclable Materials, and Organic Waste will pass to Contractor 906
at such time as said materials are set out for Collection. 907
5.17 Spillage and Litter. Contractor may not litter premises in the process of providing Integrated 908
Solid Waste Handling Services or while its vehicles are on the road. Contractor must transport all materials 909
Collected under the terms of this Agreement in such a manner as to prevent the spilling or blowing of such 910
materials from Contractor's vehicles. Contractor must exercise all reasonable care and diligence in providing 911
Integrated Solid Waste Handling Services so as to prevent spilling or dropping of Residential Waste, 912
Commercial Solid Waste, Recyclable Materials, or Organic Materials and must immediately, at the time of 913
occurrence, clean up such spilled or dropped Residential Waste, Commercial Solid Waste, Recyclable 914
Materials, or Organic Materials. 915
5.17.1 Except as provided in Section 12.03.3, Contractor is not responsible for cleaning up 916
sanitary conditions caused by the carelessness of the Service Recipient; however, Contractor must clean 917
up any material or residue that is spilled or scattered by Contractor or its employees. 918
5.17.2 Equipment oil, hydraulic fluids, spilled paint, or any other liquid or debris resulting 919
from Contractor’s operations or equipment repair must be covered immediately with an absorptive material 920
and removed from the street surface. Contractor must document spillage in the Waste Reporting System 921
and notify City’s stormwater compliance coordinator within ninety (90) minutes of any spills resulting from 922
Contractor’s operations or equipment. When necessary, Contractor must apply a suitable cleaning agent 923
and cleaning technique to the street surface to provide adequate cleaning as approved by the City’s 924
stormwater compliance coordinator to be compliant with the City’s stormwater permit. 925
5.17.3 The above paragraphs notwithstanding, Contractor must clean up any spillage or 926
litter caused by Contractor within ninety (90) minutes upon notice from the City. If City deems necessary, 927
Contractor must engage third-party environmental clean-up specialist to remove any equipment oil, hydraulic 928
DRAFT AGREEMENT.V1 Page 27 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
fluids, or any other liquid or debris that remains on street after Contractor’s own clean-up efforts. If clean-up 929
is not conducted to satisfaction of City, City has right to engage environmental clean-up specialist to perform 930
additional clean-up work at the expense of Contractor. In the event of Contractor’s spill or release of a 931
Hazardous Substance, Contractor is responsible for promptly notifying any federal, State, County, or local 932
governmental agency having jurisdiction over same as maybe be required under federal, State, County or 933
local law or regulation. 934
5.17.4 In the event where damage to City streets is caused by a hydraulic fluid spill (i.e., 935
any physical damage more than a simple cosmetic stain caused by the spill), Contractor shall be responsible 936
for all repairs to return the street to the same condition as that prior to the spill. Contractor shall be 937
responsible for all clean-up activities related to the spill. Repairs and clean-up shall be performed in a manner 938
satisfactory to the City and at no cost to the City. 939
5.17.5 To facilitate immediate cleanup, Contractor’s vehicles must always carry enough 940
petroleum absorbent materials along with a broom and shovel. 941
5.18 Green and Organic Waste Capacity. Contractor shall guarantee capacity for all City Green 942
and Organic Waste for the term of the Agreement using a facility listed in Exhibit 9. 943
5.19 Regulations and Record Keeping. Contractor must comply with emergency notification 944
procedures required by Applicable Laws and regulatory requirements. All records required by regulations 945
must be maintained at Contractor’s facility. These records must include waste manifests, waste inventories, 946
waste characterization records, inspection records, incident reports, and training records. 947
Article 6. Collection Service Rates 948
6.01 Collection Service Rates. Contractor is solely responsible for determining the rates it will 949
charge for providing the Integrated Solid Waste Handling Services, provided that Contractor shall not charge 950
any Service Recipient an amount that exceeds the applicable Maximum Service Rate set forth in Exhibit 1, 951
which may only be adjusted as provided in this Agreement. 952
6.02 Senior / Low-Income Discount as Contractor’s Good Will. In exchange for the good will of 953
the City and the general public, Contractor voluntarily agrees to discount the rate it charges for Integrated 954
Solid Waste Handling Services provide to eligible Service Recipients (the “Discount”) and that the Discount 955
shall neither impact the Maximum Service Rates nor be otherwise paid for or subsidized by any other Service 956
Recipients. Contractor shall make the Discount available to any person who demonstrates through 957
appropriate documentation that they are: (i) 60 years of age or older; or (ii) a person of low, lower, or extremely 958
low income, and enrolled in a discounted utility program; and (iii) the service account holder; and (iv) the head 959
of household and occupant at the Service Unit address. Within thirty (30) days of the Effective Date, 960
Contractor shall provide educational materials describing and explaining the availability and how to qualify for 961
and receive the Discount to all persons in the City currently subscribed to a discount rate program. Contractor 962
shall thereafter advertise the availability of the Discounted services on its website throughout the Term of this 963
Agreement and at least once per year by direct notice to all SFD Service Recipients. Adjustments to Maximum 964
Service Rates using CPI. Beginning on July 1, 2024, and annually thereafter, Contractor shall, subject to 965
DRAFT AGREEMENT.V1 Page 28 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
compliance with all provisions of this Section, receive an annual adjustment to the Maximum Service Rates 966
as set forth in Exhibit 1 to this Agreement. 967
6.03 Maximum Service Rate Adjustment / Prop 218 Process. The Maximum Service Rates in 968
Exhibit 1 shall be adjusted on July 1, 2024, and annually thereafter in accordance with this Section 6.04. No 969
other adjustments shall be made except as provided in Section 30.01. Contractor understands and agrees 970
that City may elect to or be required to comply with California Constitution Article XIII D (Proposition 218) or 971
other Applicable Law before approving any new maximum service rate or any maximum service rate increase. 972
City shall not be in breach of this Agreement if its residents lawfully delay or prevent City from raising or 973
imposing the rates. In such event, City and Contractor shall meet in good faith to consider alternatives and 974
options, which may include permitting Contractor to terminate the Agreement without cause. All costs 975
incurred in providing notices required under California Constitution Article XIII D or other applicable law in 976
connection with a rate adjustment shall be paid by Contractor. 977
6.03.1 CPI Adjustment Calculation. For Rate Year 2025, beginning on July 1, 2024, and 978
for subsequent years thereafter, the rates shall be adjusted based on one hundred percent (100%) of the 979
12-month average change in the CPI for the 12-month period published immediately prior to the rate 980
application. Therefore, the first rate adjustment effective July 1, 2024, will be based on the percentage 981
change between the 12-month average of the CPI from February 1, 2022 through January 31, 2023, and 982
the 12-month average of the CPI from February 1, 2023 through January 31, 2024. The index to be used 983
shall be the [insert index]. 984
6.03.2 Annual Rate Cap on Maximum Service Rates. In any Rate Year that the calculation 985
of the CPI exceeds four percent (4%), the total adjustment for that year will equal four percent (4%) and the 986
rollover amount will be added to the rate adjustment percentage in the following year, or any subsequent 987
year. If the CPI is negative (after accounting for any applicable rollover percentages from prior years), there 988
will be no CPI adjustment for that year. 989
6.03.3 Rounding. Adjustments to the overall Service Rates shall be made only in units of 990
one cent ($0.01). Fractions of less than one cent ($0.01) shall not be considered in making adjustments. All 991
CPI indices shall be rounded at two (2) decimal places for the adjustment calculations. 992
6.03.4 Maximum Service Rate Adjustment Report. On or before March 1 of each year of 993
the Term, Contractor shall deliver to City a report on its proposed adjustment to the Maximum Service Rates 994
for the subsequent calendar year (the “Adjustment Report”). The Adjustment Report shall be in a format as 995
may be mutually agreed on between the City and Contractor and must contain or be accompanied by 996
Contractor’s adjustment calculations for the specific services performed under this Agreement during the 997
preceding Agreement Year in Microsoft Excel or other electronic format acceptable to the City. Contractor 998
shall be solely responsible for the cost of preparing the Adjustment Report. 999
6.03.4.1 Corrections. In the event the City determines the Adjustment 1000
Report contains substantial errors or omissions, Contractor shall, at its sole cost, provide a corrected report 1001
to the City. A corrected report submitted after March 1, shall be treated as a late report. 1002
DRAFT AGREEMENT.V1 Page 29 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
6.03.4.2 Late Report. If Contractor fails to submit the Adjustment Report by 1003
March 1, the City may: (1) accept and consider the late Adjustment Report if the City, in its sole and 1004
reasonable discretion, deems there is sufficient time to review and approve the proposed adjustment in 1005
time for it to be implemented on July 1; or (2) accept and consider the late Adjustment Report at its earliest 1006
convenience, in which case any approved rate adjustment shall only go into effect prospectively thirty (30) 1007
days after the City’s approval. In no event shall Contractor apply any rate adjustment retroactively. 1008
6.03.4.3 No Report. If Contractor fails to provide any Adjustment Report, 1009
the Maximum Service Rate shall remain unchanged for the next calendar year. 1010
6.04 City Approval. If Contractor provides a timely Adjustment Report, the City Manager shall 1011
notify Contractor on or before June 1 whether the City has approved the requested adjustments to the 1012
Maximum Service Rates for the next Rate Year. Approval of the City Council shall be required for any 1013
requested rate adjustment of more than four percent (4%) which shall only be permitted pursuant to Section 1014
6.07 [Extraordinary Adjustment] below. The City Manager may approve all other requests or refer them to the 1015
City Council at his or her discretion. 1016
6.05 Contractor payment for CPI review. Contractor shall be responsible for paying the cost of 1017
reviewing or correcting the annual CPI adjustment if the City determines that Contractor has made substantial 1018
errors and has not properly submitted or correctly calculated the CPI adjustment. 1019
6.06 Extraordinary Adjustments. Contractor and City acknowledge that there may be infrequent 1020
extraordinary events, including Change of Law, which, although they do not prevent either party from 1021
performing, and thus do not implicate the force majeure provisions hereof, nevertheless increase the cost of 1022
providing services above the Section 6.04 Maximum Service Rate Adjustment. The obligation of the parties 1023
in such event is to act reasonably toward each other in arriving at an appropriate adjustment in rates. 1024
Accordingly, at its option, Contractor may apply to the City not more frequently than once annually, for an 1025
extraordinary rate adjustment should an event or circumstance arise which negatively impacts the economic 1026
operation of Contractor and which is in excess of the rate adjustment resulting from the application of Section 1027
6.04. An extraordinary adjustment in rates will be deemed justified if it is necessary for the Contractor to make 1028
a substantial change in its operations, or substantial capital expenditure or investment to perform its 1029
obligations under this Agreement due to the occurrence of an event or circumstance which is beyond the 1030
reasonable control of Contractor. Extraordinary rate adjustments shall only be effective after approval by the 1031
City Council. 1032
6.06.1 Contractor’s Burden. In the event of such an application for an extraordinary rate 1033
increase, it is understood that the Contractor shall have the burden of demonstrating to the reasonable 1034
satisfaction of the City the basis for the extraordinary increase cost. Contractor shall bear the burden of 1035
justifying its request and shall be solely responsible for the cost of preparing and submitting sufficient 1036
documentation in support of its request. City in its sole reasonable discretion may request Contractor to 1037
provide any additional information it deems necessary to fully evaluate the request, and Contractor shall be 1038
solely responsible for the cost to of providing such additional information. Contractor shall allow City to review 1039
a report of its annual revenues and expenses for the services provided in the City prepared by a Certified 1040
Public Accountant or a licensed public accountant, which shall have been prepared in compliance with Rule 1041
DRAFT AGREEMENT.V1 Page 30 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
58 of the “Rules and Regulations of the State Board of Accountancy,” as established by the California Code 1042
of Regulations, Title 16, Chapter I (“Financial Statements”). Such Certified Public Accountant or licensed 1043
public accountant shall be entirely independent of the Contractor and shall have no financial interest 1044
whatsoever in the business of the Contractor. City shall have the right to review this information in connection 1045
with the City’s review of Contractor’s extraordinary rate adjustment request. With respect to any Financial 1046
Statements or any other non-public information (“Confidential Information”), City agrees that: (a) it will hold 1047
in confidence all Confidential Information; (b) it will restrict the disclosure of Confidential Information within 1048
its own organization and to its agents or representatives who need to know the Confidential Information for 1049
the purposes of the request; (c) it will not disclose Confidential Information to any third party, excepting those 1050
subject to subsection (b), without the prior written consent of the Disclosing Parties; (d) it will not possess, 1051
copy and/or reproduce any written or electronically stored Confidential Information without the prior written 1052
approval of the Contractor; and (e) it will not use Confidential Information except as required for consideration 1053
of the request. City may consider increases or decreases in Contractor’s total revenues and total cost of 1054
services when reviewing an extraordinary rate adjustment request. The City will inform the Contractor upon 1055
receiving a California Public Records Act request or a subpoena for the Confidential Information by written 1056
notice delivered to the Contractor (“Notice”). The Contractor will have five (5) days from the date of the 1057
Notice to inform the City in writing of its intent to assert its confidentiality rights under this Agreement. The 1058
Contractor will have fifteen (15) days from the date of the Notice to seek judicial assistance to prevent the 1059
disclosure of the Confidential Information. If the Contractor fails to act within the five (5) or fifteen (15) day 1060
windows described above, the City may disclose the requested Confidential Information to the requestor or 1061
subpoenaing party. In the event Contractor seeks a court order to stay or enjoining the disclosure of the 1062
Records, Contractor agrees to indemnify and hold harmless the City, its Council, elected and appointed 1063
board or commission members, officers, employees, volunteers and agents (collectively, "Indemnitees") 1064
from and against any and all loss, liability, penalty, forfeiture, claim, demand, action, proceeding or suit in 1065
law or equity of any and every kind and description, whether judicial, quasi-judicial or administrative in nature, 1066
arising or resulting from or in any way connected with the subject CPRA or FOIA request for the Records. 1067
This Indemnity shall survive the expiration or termination of this Agreement. 1068
6.06.2 Review Costs. At the time of its request, Contractor shall also submit a payment to 1069
the City of Twenty-Five Thousand Dollars ($25,000) to defray the City’s costs to review the request. In the 1070
event the City’s reasonable costs exceed that amount, Contractor shall reimburse the City for any 1071
documented amount in excess. 1072
6.06.3 Meet and Confer. The City and Contractor agree to meet and confer regarding the 1073
request and to negotiate in good faith regarding the appropriateness of the requested adjustment. 1074
6.06.4 City Review; Approval. City shall review the Contractor’s request and, in the City’s 1075
sole and reasonable judgment, make the final determination as to whether an adjustment to the Maximum 1076
Service Rates will be made, and, if an adjustment is permitted, the appropriate amount of the adjustment. 1077
Approval of the City Council shall be required for any Extraordinary Adjustments. The City shall notify 1078
Contractor of its decision within ninety (90) calendar days regarding whether it accepts Contractor’s request. 1079
Except as provided herein, any such change approved by the City shall not be implemented until January 1 1080
of the next Rate Year unless a different time frame is approved by the City Council. 1081
DRAFT AGREEMENT.V1 Page 31 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
6.07 Five Year Meet and Confer. The City and Contractor agree to meet and confer on or about 1082
five (5) years from the Commencement Date regarding material changes in the cost of providing services that 1083
are substantially more than the rate adjustments resulting from the application of Sections 6.04 and 6.07. If it 1084
is determined that there have been material changes in the cost of providing services, then the City and 1085
Contractor agree to negotiate in good faith regarding appropriate adjustments to the rate. The process for 1086
demonstrating material changes in the cost of providing services shall follow the same process as outlined in 1087
Section 6.07.1. 1088
6.08 Procedures in Event of Invalidation of Rate Adjustment. In the event that City is unable by 1089
operation of Applicable Law to approve or implement a rate increase under this Article 6, or some or all of the 1090
Maximum Service Rates are disallowed by operation of Applicable Law, Contractor will have the right, within 1091
thirty (30) days after notice of any such inability to approve or invalidation of an approved rate increase, to 1092
request, in writing, that City negotiate in good faith regarding reductions in programs, services, or fees to 1093
compensate for any negative impact from the unapproved or invalidated rate increase. If City fails to 1094
commence negotiations in good faith or negotiations are not completed within forty-five (45) days following 1095
the date of receipt of Contractor’s request, either party may terminate this Agreement no earlier than one 1096
hundred and eighty (180) days after written notice to the other. 1097
6.09 Market Rate Review. Commencing on or about August 1, 2028, and then not more than 1098
once every five (5) years thereafter, the city shall have the right to conduct a Market Rate Review (MRR) for 1099
purposes of comparing the City’s Residential and Commercial rates, net of franchise fees, to the jurisdictions 1100
set forth below, which have been agreed upon by the Parties. 1101
Alhambra 1102
Temple City 1103
Monterey Park 1104
El Monte 1105
Whittier 1106
West Covina 1107
Baldwin Park 1108
Pasadena 1109
Arcadia 1110
Within sixty (60) days of Contractor’s receipt of a letter from City initiating the MRR, Contractor will 1111
gather the necessary records and will perform the following calculations and report the results to the City. 1112
Contractor shall make all records used to make the calculation available for review and verification by City 1113
or City’s consultant. 1114
6.09.1 Residential Weighted Average Rate Comparison 1115
1. Adjust the residential rates for the City and the Comparative Jurisdictions 1116
to back out the portion of the rates associated with franchise fees. 1117
DRAFT AGREEMENT.V1 Page 32 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
2. Calculate the weighted average residential rate for the City and the 1118
Comparative Jurisdictions. 1119
3. Compare the City’s weighted average residential rate to the weighted 1120
average residential rates of the Comparative Jurisdictions. 1121
4. If the City’s weighted average residential rate is less than or equal to the 1122
weighted average residential rate of the Comparative Jurisdictions then the City’s residential rate may be 1123
adjusted as authorized provided for in this Agreement. 1124
5. If the City’s weighted average residential rate is more than the weighted 1125
average residential rate of the Comparative Jurisdictions then City’s residential rates may not be adjusted 1126
as otherwise provided for in this Agreement until the City’s weighted average residential rate is less than or 1127
equal to the weighted average residential rate of the Comparative Jurisdictions. 1128
6.09.2 Commercial 3-Yard Bin Serviced One Time per Week Rate Comparison 1129
1. Compare the City’s rate for a 3-yard trash bin rate serviced one time per week to 1130
the rate for a 3-yard trash bin serviced one time per week in each of the Comparable Jurisdictions. 1131
2. If the City’s rate for a 3-yard trash bin serviced one time per week is less than or 1132
equal to the highest rate for a 3-yard trash bin serviced one time per week in the Comparative Jurisdictions 1133
then City’s commercial rates may be adjusted as otherwise provided for in this Agreement. 1134
3. If the City’s rate for a 3-yard trash bin serviced one time per week is more than the 1135
highest rate for a 3-yard trash bin serviced one time per week in the Comparative Jurisdictions then City’s 1136
Commercial rates may not be increased as otherwise provided for in this Agreement until the City’s rate for 1137
a 3-yard trash bin serviced one time per week is less than or equal to the highest rate for a 3-yard trash bin 1138
serviced one time per week in the Comparative Jurisdictions. 1139
Article 7. Collection Service Billing 1140
7.01 Responsibility for Collection Service Billing and Collection. Contractor shall be solely 1141
responsible for the billing and collecting payments for the Integrated Solid Waste Handling Services it 1142
provides within the Service Area. 1143
7.02 Invoices. Contractor shall prepare and send out invoices, by either U.S. mail or electronic 1144
mail, to each Service Recipient in advance of all services provided by Contractor under this Agreement. If 1145
sent by mail, invoices for each billing period shall be placed in a separate envelope accompanied by a self-1146
addressed return envelope. All invoices shall include Contractor’s e-mail address include directions for 1147
payment by payment by check, credit card, or Automated Clearing House (ACH) debit, and shall include or 1148
be accompanied by a complete billing statement showing all charges and all services provided. City shall 1149
have the right to direct Contractor to revise the format of all invoices and billing statements upon reasonable 1150
notice to Contractor. 1151
DRAFT AGREEMENT.V1 Page 33 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
7.03 Timing; Frequency. Contractor shall not initiate billing to any Service Unit sooner than the 1152
first day of the service period of Collections Services covered by the invoice. Contractor shall invoice Service 1153
Recipients once every month for Commercial Service Units, MFD Service Units and MXD Service Units and 1154
once every Quarter for SFD Service Units. No invoice shall be due and payable sooner than the last day of 1155
the respective month or Quarter for which Integrated Solid Waste Handling Services are provided. 1156
7.04 Partial Month Service. If, during a month, a Service Unit is added to or deleted from 1157
Contractor’s Service Area, Contractor shall pro-rate billing to the Service Recipient on a weekly basis, 1158
meaning one-fourth of the applicable rate found in Exhibit 1 multiplied by the number of weeks of service 1159
provided by Contractor. 1160
7.05 Overpayments. Contractor shall refund or issue a service credit for overpayments by 1161
Service Recipients no later than 30 days after Contractor discovers or is notified of the overpayment. 1162
Contractor shall refund every overpayment that: (1) exceeds two hundred dollars ($200.00) or the amount of 1163
Service Recipient’s typical invoice, whichever is less; or (2) is due to the Service Recipient closing the account 1164
prior to the end of the billing period. Contractor may issue a service credit of no more than two (2) years 1165
against future invoices for all other overpayments. 1166
7.06 Delinquent Service Accounts. Contractor shall report all Service Recipients whose 1167
accounts are delinquent by more than ninety (90 days) to the Agreement Administrator on a monthly basis. 1168
7.07 Contractor’s Reservation of Legal Rights and Remedies. Notwithstanding any other 1169
provision of this Article, Contractor reserves its right to, and may take such action as is legally available to 1170
Contractor, to collect or cause collection of past due invoice amounts; provided, however, that Contractor 1171
shall never discontinue Integrated Solid Waste Handling Services to any Service Unit except upon thirty (30) 1172
days prior written notice to both the Service Recipient and the Agreement Administrator. Contractor may send 1173
a written notice to Service Recipient regarding payments of Billings during the billed service period. 1174
7.08 City Rights to Lien Delinquent Accounts; Residential Delinquencies. 1175
7.08.1 Delinquent SFD and MFD Service Accounts. For health and safety reasons, 1176
Contractor shall not discontinue service to SFD Service unit or MFD Service Unit Customers or a Residential 1177
property that is not Unoccupied as provided above. City is authorized to collect delinquent Integrated Solid 1178
Waste Handling fees in the manner provided by section 25831 and 38790.1 of the Government Code. 1179
7.08.2 Upon the written request of Contractor, the City authorizes and agrees to assist 1180
Contractor in submitting account delinquency information to the Los Angeles County Assessor’s Office for 1181
placement on the tax roll. By submitting a written request, Contractor assigns its right to collect the 1182
delinquencies to the City. 1183
7.08.3 Contractor agrees not to discontinue service to SFD Service Unit or MFD Service 1184
Unit Customers. SFD Service Unit or MFD Service Unit Customers (owners or tenants) who have not 1185
remitted required payment within one hundred twenty (120) days after the date of billing shall be notified by 1186
Contractor on forms that contain a statement that if payment is not received within fifteen (15) days from the 1187
DRAFT AGREEMENT.V1 Page 34 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
date of the notice, a ten percent (10%) penalty and one point five percent (1.5%) monthly interest will begin 1188
to accrue and the City will be informed of the delinquency in an annual report. Contractor will deliver a report 1189
of the delinquencies by no later than April 30th of each year with a request that the City place the 1190
delinquencies on the tax roll. City is authorized to collect delinquent solid waste fees or charges in the 1191
manner provided in sections 38790.1 and 25831 of the Government Code. To implement Contractor’s 1192
request, City will fix a time, date and place for hearing the report and any objections and protests to the 1193
report. As determined in the sole discretion of the City, Contractor shall mail notice of the hearing to the 1194
SFD Service Unit or MFD Service Unit Customers listed on the report not less than ten (10) days prior to the 1195
date of the hearing. At the hearing, City shall hear any objections or protests of SFD Service Unit or MFD 1196
Service Unit Customers liable to be assessed for delinquent fees. The City may make revisions or 1197
corrections to the report as it deems just, after which, by resolution, the report shall be confirmed. 1198
7.08.4 The delinquent fees set forth in the report as confirmed, shall constitute special 1199
assessments against the respective parcels of land and are a lien on the property for the amount of the 1200
delinquent fees. A certified copy of the confirmed report shall be filed with the Los Angeles County Auditor 1201
for the amounts of the respective assessments against the respective parcels of land as they appear on the 1202
current assessment roll. The lien created attaches upon recordation, in the office of the Los Angeles County 1203
Recorder, of a certified copy of the resolution of confirmation. The assessment may be collected at the same 1204
time and in the same manner as ordinary ad valorem property taxes are collected and shall be subject to 1205
the same penalties and the same procedure and sale in case of delinquency as provided for those taxes. 1206
Contractor understands and agrees that the City has no obligation to foreclose on the lien for any 1207
delinquency. Contractor shall pay all fees charged by Los Angeles County in connection with the 1208
establishment of this secured tax roll billing and collection program and shall pay all direct and indirect costs 1209
incurred by the City in processing delinquent and unpaid assessments through the secured property tax roll 1210
procedure. City shall remit to Contractor within thirty (30) days of receipt from the Los Angeles County 1211
Assessor of amounts collected pursuant to this process. Contractor shall notify the City in the event any 1212
delinquency on the report or for which a lien has been created is paid or otherwise resolved. 1213
7.08.5 With respect to placement of account delinquencies on the tax roll made in 1214
accordance with the above provisions, Contractor, upon demand of the City, made by and through the City 1215
Attorney, shall indemnify, hold harmless, protect City and appear in and defend the City and its elected 1216
officials, officers, employees and agents, in and against any claims or actions by third parties, whether 1217
judicial, administrative or otherwise, including, but not limited to disputes and/or litigation challenging the 1218
placement on the tax roll, levy, collection, or remittance of any delinquent rate, fee, charge, interest, penalty, 1219
or other amount on the tax roll or any lien associated with the foregoing, as impermissible general tax, special 1220
tax, assessment, or fee requiring compliance with any provision of Article XIII of the California Constitution, 1221
the various enabling and implementing statutes, or as being an ultra vires act, or is invalid under or otherwise 1222
contrary to any federal, state, or local law, ordinance, regulation, or decision of a court of competent 1223
jurisdiction; and/or challenging the certification, implementation, imposition, adjustment, levy or collection of 1224
any rate, fee, charge, interest, penalty or other amount under the Agreement. This provision shall survive 1225
the expiration of the period during which collection services are to be provided under this Agreement. In the 1226
event of an adverse legal determination or settlement of such action, the parties agree to cooperate and 1227
DRAFT AGREEMENT.V1 Page 35 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
work in good faith to prepare such amendments or alternatives to the Agreement that will implement the 1228
original intent of the Parties while complying with any adverse legal determination or settlement. 1229
Article 8. Diversion Requirements 1230
8.01 Warranties and Representations. Contractor warrants that it is aware of and familiar with 1231
City's waste stream, and that it has the ability, and shall use commercially reasonable efforts to provide and 1232
employ sufficient programs and services to ensure City will meet or exceed City’s Diversion goals 1233
requirements (including, without limitation, amounts of Solid Waste to be Diverted, time frames for Diversion, 1234
and any other requirements) as set forth in this Article, Applicable Law, and CalRecycle Regulations, and that 1235
Contractor will do so without imposing any costs or fees other than those set forth in Exhibit 1, except as 1236
provided in Section 30.01.1. Contractor hereby agrees to assist the City to meet or exceed, on an annual 1237
basis the Diversion Compliance by undertaking the actions set forth in Section 8.02. 1238
8.02 Contractor Required Actions. Contractor shall take all of the following actions to assist the 1239
City in meeting, on an annual basis, Diversion Compliance: 1240
8.02.1 Except for Organic Waste collected from homeless encampments or material 1241
subject to quarantine by the California Department of Food & Agriculture, and except as provided in Sections 1242
5.06 and 5.10, collect and deliver all Organic Waste to an approved Organics Processing Facility for 1243
processing and Diversion. 1244
8.02.2 Except as provided in Sections 5.06 and 5.10, Collect and deliver all Recyclable 1245
Materials to an approved MRF, or other certified recycling facility, for processing Collect and deliver all 1246
Garbage to an approved Disposal Facility. 1247
8.02.3 Collect and deliver all Construction and Demolition Debris to an approved MRF (or 1248
other certified C&D facility that meets California requirements of 65% minimum diversion) for processing and 1249
diversion. 1250
8.02.4 Deliver all material set out for collection in Cart, Bins or Roll-Off Containers identified 1251
as containing source separated Recyclable Material to an approved MRF for processing and diversion. 1252
8.02.5 Deliver all material set out for collection in Cart, Bins or Roll-Off Containers identified 1253
as containing source separated Organic Waste to an approved Organic Waste Processing Facility for 1254
processing and diversion. 1255
8.02.6 Only Residual or material in Garbage Carts or Garbage Bins will be delivered to the 1256
approved landfill for disposal. All other material must go to the designated facility for full processing and 1257
diversion, with Residual only going to the landfill after the processing. 1258
8.02.7 Contractor must take all commercially reasonable and lawful actions to maximize 1259
diversion of materials from landfills. 1260
DRAFT AGREEMENT.V1 Page 36 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
8.02.8 Contractor must develop and provide sufficient accurate information and data as 1261
necessary to ensure that Contractor and City annually demonstrate Diversion Compliance to CalRecycle. 1262
8.02.9 Contractor must implement public education and outreach programs as required 1263
under this Agreement. 1264
8.03 Annual Reporting. Contractor shall calculate the Diversion Compliance Rate on an annual 1265
basis and shall deliver a written report regarding the same to the City no later than February 14 of the year 1266
following the reporting period as set forth in Section 22.04. 1267
8.04 Failure of Recyclables Market. Notwithstanding any other provision of this Agreement to 1268
the contrary, where CalRecycle has determined that there are no commercially viable markets for a specific 1269
type of Recyclable Materials, or with written notice to City, Contractor is unable to identify a market for one or 1270
more Recyclable Materials despite the exercise of commercially reasonable efforts to process and market 1271
the material, and determines to dispose of the Recyclable Material(s), such a determination shall not 1272
constitute a failure to implement service, a failure to implement a program, or an event of default hereunder. 1273
8.05 Failure to Meet Franchised Diversion Rate. If CalRecycle determines that City has failed 1274
to meet the Diversion Compliance due to Contractor’s failure to undertake the actions described in this 1275
Section, Contractor must prepare, at Contractor’s cost and expense, and submit a corrective action plan to 1276
City sufficient to demonstrate good faith efforts by City to comply with Diversion Compliance and that is 1277
otherwise acceptable to CalRecycle, and shall be subject to Administrative Charges as allowed under Article 1278
25 and specified in Exhibit 6. Contractor must also submit a written corrective action plan to the City before 1279
March 15 of the year following the missed minimum Diversion requirement. Contractor’s corrective action 1280
plan must specify all actions Contractor will take to ensure it will meet Diversion Compliance Rates in the 1281
future, and shall be subject to the review and approval by the Agreement Administrator. Contractor must 1282
implement all measures identified in the corrective action plan at its sole cost and expense, unless the failure 1283
to meet Diversion Compliance was due to a Change in Law or due to the negligent acts or omissions of the 1284
City. If Contractor fails to submit an adequate corrective action plan or to fully implement a City-approved 1285
corrective action plan, it shall subject Contractor to Administrative Charges as allowed under Article 25 and 1286
specified in Exhibit 6 in addition to any other remedies available to the City. 1287
8.06 Representations and Warranties. Contractor represents and warrants that it is aware of 1288
and familiar with the Diversion Compliance, the Applicable Laws and City's waste stream. Contractor 1289
represents and warrants that it has the capacity, skill and ability to undertake the actions identified in Section 1290
8.02 above without imposing any costs or fees other than those set forth in the Schedule of Service Rates, 1291
as may be adjusted as provided for in this Agreement. Where the Diversion Compliance is modified by a 1292
Change in Law, Contractor agrees to develop and implement such actions, programs and measures as are 1293
necessary to bring City into compliance with the modified Diversion Compliance and City agrees that it will 1294
meet and confer with Contactor for a period not to exceed ninety (90) days regarding such actions, programs 1295
and measures, their implementation, and adjustments to rates reasonably necessary to effectuate same in 1296
accordance with Section 30.01. 1297
DRAFT AGREEMENT.V1 Page 37 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
8.07 Mutual Cooperation. City and Contractor shall each reasonably cooperate in good faith 1298
with all efforts of the other Party to meet City's Diversion requirements under Applicable Law and the 1299
Contractor’s obligations under this Article. City's obligations in this regard shall include, without limitation, 1300
making such petitions and applications as may be reasonably requested by Contractor for time extensions in 1301
meeting Diversion goals, or other exceptions from the terms of Applicable Laws, and to agree to authorize 1302
such changes to Contractor’s Recycling, Organic Waste, or Solid Waste programs as may be reasonably 1303
requested by Contractor in order to achieve the minimum requirements of this Article. 1304
8.08 Contractor’s Diversion Programs. Contractor shall implement the Diversion programs 1305
required under this Agreement to ensure that City and Contractor comply with all Diversion requirements 1306
under Applicable and the City meets or exceeds all minimum Diversion requirements under Applicable Law. 1307
Contractor shall furthermore, at its sole cost and expense, (1) assist the City to respond to inquiries from, or 1308
prepare for and attend any hearing before, CalRecycle or any other regulatory agency relating to the City’s 1309
compliance with Applicable Law; prepare for and participate in CalRecycle’ s review of the City's SRRE.; 1310
apply for any extension available under Applicable Law; develop and implement a public awareness and 1311
education program consistent with the City's SRRE and Household Hazardous Waste Element and any 1312
related requirements of Applicable Law; (2) Provide the City with Recycling, source reduction, and other 1313
technical assistance as may be needed to comply with Applicable Law; (3) advise the City of additional 1314
programs or measures Contractor can, if authorized by the City, implement to increase compliance with the 1315
Diversion requirements of Applicable Law; and (4) promptly pay any and all fees, penalties, or other costs 1316
imposed on the City by CalRecycle relating to its Diversion requirements, and indemnify and hold harmless 1317
the City from and against any fines, penalties, or other liabilities, levied against the City for violation of such 1318
Diversion requirements. 1319
8.09 New Diversion Programs. If Contractor fails to meet any Diversion Compliance requirement 1320
or the City fails to meet any CalRecycle Diversion requirement notwithstanding Contractor’s implementation 1321
of all Diversion and public education programs as required by this Agreement, the City may direct Contractor 1322
to modify its Diversion and public education programs or implement new programs. Such modifications may 1323
constitute a City-Directed Change under Section 30.01. Contractor shall not implement new Diversion 1324
programs not described in this Agreement without the City’s prior consent. 1325
8.10 Nothing contained herein shall prohibit Contractor from meeting its diversion requirements 1326
by any alternative methods or procedures, provided it complies with Applicable Law, as may be amended 1327
from time to time. Contractor’s ability to meet its diversion requirements by alternative methods per this 1328
Section 8.05 is subject to Agreement Administrator review and approval. 1329
Article 9. Service Unit Types 1330
9.01 Service Units. Service Units include all the following categories of premises which are in 1331
the Service Area as of August 1, 2023 and all such premises which may be added to the Service Area by 1332
means of annexation, new construction, or as otherwise set forth in this Agreement during term of this 1333
Agreement: 1334
9.01.1 SFD Service Units. Services are specified in Article 10. 1335
DRAFT AGREEMENT.V1 Page 38 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
9.01.2 MFD Service Units. Services are specified in Article 11. 1336
9.01.3 Commercial Service Units. Services are specified in Article 12. 1337
9.01.4 Mixed-use Development (MXD) Service Units. Services are specified in Article 13. 1338
9.01.5 City Service Units. Services are specified in Article 14. 1339
9.01.6 Any question as to whether a premise falls within one of these categories will be 1340
determined by the Agreement Administrator and the determination of the Agreement Administrator will be 1341
final. 1342
9.02 Service Unit Changes. City and Contractor acknowledge that during the term of this 1343
Agreement it may be necessary or desirable to add or delete Service Units for which Contractor will provide 1344
Service. 1345
9.02.1 Additions and Deletions. Contractor must provide services described in this 1346
Agreement to new Service Units in Contractor’s Service Area within five (5) Work Days of receipt of notice 1347
from City or the new Service Unit to begin such Service. 1348
9.03 Annexation. If during term of the Agreement, additional territory within or adjacent to the 1349
Contractor’s Service Area is acquired by City through annexation, subject to the requirements of Public 1350
Resources Code section 49520, Contractor agrees to provide Integrated Solid Waste Handling Services in 1351
such annexed area in accordance with the provisions and Maximum Service Rates set forth in this Agreement 1352
after termination of former contractor’s rights to provide service have been exhausted. Such Integrated Solid 1353
Waste Handling Services must begin within five (5) Work Days of receipt of written notice from City. Contractor 1354
may not begin Collection Service without written authorization from City. 1355
9.04 Route Map Update. Contractor must revise the Service Unit route maps to show the 1356
addition of Service Units added due to annexation and must provide such revised maps to the Agreement 1357
Administrator as requested. 1358
Article 10. Residential Service 1359
10.01 SFD Conditions of Service. Except as set forth below, Contractor must provide SFD 1360
Collection Services to all SFD Units in the Service Area, including all MFD Units subscribed to Cart or Bin 1361
Collection Service. The SFD Services are governed by the following terms and conditions: 1362
10.01.1 Curb Service. Except for those Service Recipients that choose to receive Bins for 1363
service, Contractor must provide SFD Collection Service to all SFD Service Units in the Service Area whose 1364
SFD Solid Waste is properly containerized in Garbage Carts, Recyclable Materials are properly 1365
containerized in Recycling Carts, except as set forth in Section 10.08.1; Organic Wastes are properly 1366
containerized in Organic Waste Carts, except as set forth in Section 10.09.3, where the Garbage, Recycling, 1367
and Organic Waste carts have been placed within three (3) feet of the curb, swale, paved surface of the 1368
DRAFT AGREEMENT.V1 Page 39 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
public roadway, closest accessible roadway, or other such location agreed to by Contractor and Service 1369
Recipient, that will provide safe and efficient accessibility to Contractor's Collection crew and vehicle. 1370
10.01.2 Bundled SFD Cart Service. Contractor will use a weekly Bundled SFD Solid Waste 1371
Collection Service system with one (1) 96-Gallon Black or Grey Garbage Cart, one (1) 96-Gallon Blue 1372
Recycling Cart, and one (1) 96-Gallon Green Organic Waste Cart as part of the base SFD Solid Waste 1373
Collection Service. SFD Service Recipients shall receive additional Recycling Carts and additional Organic 1374
Waste Carts to be included at no additional cost, if requested. Garbage, Recycling, and/or Organic Waste 1375
Carts with a capacity of 32-Gallon or 64-Gallon may be requested by Customers that have space constraints. 1376
Pricing for downsizing Carts, or additional Carts, relative to the base Bundled Service are included in Exhibit 1377
1. 1378
10.01.3 On-Premises Service. Notwithstanding any term or definition set forth in this 1379
Agreement, Contractor must provide Collection of SFD Garbage, Recycling, and Organic Waste on the SFD 1380
Service Recipients premises to an SFD Service Unit as follows. 1381
10.01.3.1 At no additional cost to the SFD Service Unit. SFD Service Units 1382
where all adult Service Recipients residing therein have disabilities that prevent them from setting their 1383
Garbage, Recycling or Organic Waste Cart at the curb for Collection, and if a request for on-premises 1384
service has been made. 1385
10.01.3.2 At an additional cost to the SFD Service Unit. 1386
A. SFD Service Units where topography, steep driveways, below grade dwellings, or 1387
limited access to public streets that prevents the SFD Service Recipient from setting their Garbage, 1388
Recycling or Organic Waste Cart at the curb for Collection, as determined by the City and agreed by the 1389
Contractor, and if a request for on-premises service has been made. 1390
B. SFD Service Units inaccessible by standard 3 or 4 axel Collection Vehicles as 1391
determined by the Contractor and agreed by the City. Stinger/scout truck services shall be provided for the 1392
retrieval of Collection Containers from locations with accessibility constraints that make Containers difficult 1393
or impossible to access using regular trash collection trucks. 1394
C. Contractor must offer “push services” to SFD Service Recipients other than those 1395
listed above on a subscription basis upon request for the Service Rate set forth in Exhibit 1. Push services 1396
include, but are not limited to, dismounting from the Collection Vehicle, moving the Collection Containers 1397
from their storage location for Collection and returning the Collection Containers back to their storage 1398
location. 1399
10.01.3.3 Contractor must provide on-premises Collection Service on the 1400
same Work Day that curbside Collection would otherwise be provided to the SFD Service Unit. 1401
10.02 Frequency and Scheduling of Service. Except as set forth in Section 10.10, SFD Collection 1402
Service must be provided one (1) time per week on a scheduled route basis. SFD Collection Service must be 1403
scheduled so that all Service Units receive Garbage Collection Service, Recycling Collection Service, and 1404
Organic Waste Collection Service on the same Work Day. SFD Collection Service must be provided, 1405
DRAFT AGREEMENT.V1 Page 40 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
commencing no earlier than 7:00 a.m. and terminating no later than 7:00 p.m., Monday through Friday, except 1406
for Holidays in accordance with Section 5.03. The hours, day, or both of Collection may be extended due to 1407
extraordinary circumstances or conditions with the prior verbal or written consent of the Agreement 1408
Administrator. 1409
10.03 Manner of Collection. The Contractor must provide Collection Service with as little 1410
disturbance as possible and must leave any Garbage, Recycling or Organic Waste Cart in an upright position 1411
at the same point it was Collected without obstructing alleys, roadways, driveways, sidewalks or mail boxes. 1412
Contractor’s employees providing Collection Service must follow the regular walk for pedestrians while on 1413
private property and may not trespass nor cross property to the adjoining premises unless the occupant or 1414
owner of both properties has given permission. Care should be taken to prevent damage to property, including 1415
flowers, shrubs, and other plantings. 1416
10.04 New Carts and Kitchen Food Waste Pails. At the start of this Agreement, Contractor must 1417
supply new Carts and Kitchen Food Waste Pails that comply with Collection Container specifications in Exhibit 1418
4. If any changes to these specifications are adopted after the Effective Date that results in Contractor being 1419
required to replace Collection Containers before they have been fully depreciated, Contractor will be eligible 1420
for additional compensation in accordance with Exhibit 1. 1421
10.05 Replacement of Carts. Contractor’s employees must take care to prevent damage to Carts 1422
by unnecessary rough treatment. However, any Cart damaged by the Contractor must be replaced by 1423
Contractor, at Contractor's expense, within five (5) Work Days at no cost or inconvenience to the Service 1424
Recipient. 1425
10.05.1 Upon notification to Contractor by City or a Service Recipient that the Service 1426
Recipient’s Cart(s) has been stolen or damaged beyond repair through no fault of Contractor, Contractor 1427
must deliver a replacement Cart(s) to such Service Recipient within five (5) Work Days. Contractor must 1428
maintain records documenting all Cart replacements occurring and report through the Waste Reporting 1429
System monthly. 1430
10.05.2 Each Service Recipient is entitled to the replacement of one (1) lost, destroyed, or 1431
stolen Cart every ten (10) years during the life of this Agreement at no cost to the Service Recipient. Except 1432
in the case of a Cart that must be replaced because of damage caused by Contractor or in the case where 1433
Contractor elects to replace a Cart rather than repair it on-site, Contractor will be compensated for the cost 1434
of those replacements in excess of one (1) per type of Cart per Service Recipient during the term of the 1435
Agreement, in accordance with the “Cart Exchange” Service Rate set forth in Exhibit 1, or as may be adjusted 1436
by the City from time to time as provided under this Agreement. 1437
10.05.3 Contractor understands and agrees that this provision is intended to be applied on 1438
a per Cart type, individual Service Recipient basis and accordingly each Service Recipient could receive up 1439
to three (3) replacement Carts, one (1) of each type, every ten (10) years during the term of the contract. 1440
10.05.4 Repair of Garbage, Recycling and Organic Waste Carts. Contractor is responsible 1441
for the repair of Carts, including but not be limited to, hinged lids, wheels and axles. Within five (5) Work 1442
DRAFT AGREEMENT.V1 Page 41 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
Days of notification by the City or a Service Recipient of the need for such repairs, Contractor must repair 1443
the Cart or if necessary, remove the Cart for repairs and deliver a replacement Cart to the Service Recipient. 1444
10.05.5 Cart Exchange. Upon notification to Contractor by City or a Service Recipient that 1445
a change in the size of a Cart is requested, Contractor must deliver such Cart to such Service Recipient 1446
within five (5) Work Days. Each SFD Service Unit is eligible to receive one (1) free Cart exchange per 1447
Calendar Year during the term of this Agreement for moving to a larger Cart size. Each SFD Service Unit is 1448
eligible to receive unlimited Cart exchanges per Calendar Year during the term of this Agreement for moving 1449
to a smaller Cart size. Accordingly, Contractor will be compensated only for the cost of those exchanges in 1450
excess of one (1) per Calendar Year for those Service Units receiving larger Cart sizes, in accordance with 1451
the “Cart Exchange” service rate as set forth in Exhibit 1 or as may be adjusted this Agreement. 1452
10.05.6 Additional Cart Request. Upon notification to the Contractor by City or a Service 1453
Recipient that additional Black or Grey Carts for Garbage, Blue Carts for Recyclable Materials, or Green 1454
Carts Organic Waste are requested, Contractor shall deliver such Carts to such Service Recipient within five 1455
(5) Work Days, at the rate set forth in Exhibit 1. 1456
10.05.7 Ownership of Carts. Ownership of Carts is vested in the Contractor. 1457
10.06 Cleaning of Collection Containers. Once each Calendar Year, if requested by the SFD 1458
Service Recipient, Contractor must replace the dirty Collection Containers with clean Collection Containers. 1459
Any Collection Container cleanings done at a Contractor facility must be done in such a manner that results 1460
in no water entering the City’s storm drain system. This service must be provided at no charge to the Service 1461
Recipient, so long as the service is not requested more than once per Calendar Year. In addition, regardless 1462
of whether or not this cleaning is requested by the Service Recipient, Contractor will ensure that all Collection 1463
Containers are cleaned on an as-needed basis so as to maintain a clean appearance and proper function. 1464
Additional cleanings beyond once each Calendar Year will be subject to the Service Rate set forth in Exhibit 1465
1. 1466
10.07 SFD Garbage Collection Service. This service is governed by the following terms and 1467
conditions: 1468
10.07.1 Non-Collection. Contractor is not required to Collect any Garbage that is not placed 1469
in a Garbage Cart. In the event of non-collection, Contractor will follow the steps set forth in Section 5.10. 1470
10.07.2 Disposal Facility. Except as set forth below, all Garbage Collected as a result of 1471
performing Integrated Solid Waste Handling Services must be transported to, and disposed of, at the 1472
Disposal Facilities listed in Exhibit 9. In the event the Disposal Facility is closed on a Work Day, Contractor 1473
must transport and dispose of the Garbage at another legally permitted Disposal Facility. Failure to comply 1474
with this provision will result in the levy of a penalty as specified in Exhibit 6 and may result in Contractor 1475
being in default under this Agreement. 1476
10.08 SFD Recycling Service. This service is governed by the following terms and conditions: 1477
DRAFT AGREEMENT.V1 Page 42 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
10.08.1 Overages. Corrugated cardboard that will not fit inside the Recycling Cart may be 1478
placed beside the Recycling Cart if flattened. 1479
10.08.2 Recycling - Improper Procedure. The Contractor is not required to Collect 1480
Recyclable Materials if the Service Recipient does not segregate the Recyclable Materials from Solid Waste 1481
or Organic Waste. Furthermore, Contractor is not required to Collect Recyclable Materials that are 1482
contaminated through commingling with Solid Waste or Organic Waste. To address contamination, 1483
Contractor must follow the steps set forth in Section 5.07. 1484
10.08.3 Materials Recovery Facility. Except as provided in Section 5.07, all Recyclable 1485
Materials collected as a result of performing recycling services must be delivered to the Materials Recovery 1486
Facility listed in Exhibit 9. Failure to comply with this provision will result in the levy of a penalty as specified 1487
in Exhibit 6 and may result in Contractor being in default under this Agreement. All expenses related to 1488
materials processing and marketing will be the sole responsibility of Contractor. City has the right to 1489
designate Materials Recovery Facility. 1490
10.08.4 Move In/Out Collection Service. Within three (3) months of opening a new account, 1491
at no additional charge, each SFD customer may request that Contractor provide one on-call Move-In/Out 1492
Recyclable Material Collection Service for recyclable packaging materials such as flattened cardboard 1493
boxes, and bundled newspaper and packaging foam. This will be offered as a one-time service for each new 1494
account. This service shall only include Recyclable Materials, and in the event that the Service Recipient 1495
includes Garbage in the materials set out for Collection by Contractor, this service shall be counted as one 1496
of the SFD Service Recipient’s free annual Large Item Collections as set forth in Section 10.10. 1497
10.08.5 Recycling - Changes to Services. Should changes in Applicable Law arise that 1498
necessitate any additions or deletions to the services described in this Section 10.08, including the type of 1499
items included as Recyclable Materials, the parties will negotiate any necessary cost changes and will enter 1500
into an Agreement amendment covering such modifications to the services to be performed and the 1501
compensation to be paid in accordance with Section 30.01.1 before undertaking any changes or revisions 1502
to such services. 1503
10.09 SFD Organic Waste Collection Service. This service is governed by the following terms 1504
and conditions: 1505
10.09.1 Organic Waste Processing Services. Contractor must ensure that all Organic Waste 1506
Collected pursuant to this Agreement is diverted from the landfill in accordance with Applicable Law. 1507
Contractor must ensure that the Organic Waste Collected pursuant to this Agreement is not disposed of in 1508
a landfill, except for residue resulting from processing. If the organics processing facility accepts bagged 1509
organic waste (where bags are biodegradable or otherwise), then Contractor is obligated to accept bagged 1510
Organic Waste. 1511
10.09.2 Organic Waste Processing Facility. Contractor must deliver all Collected Organic 1512
Waste to a fully permitted Organic Waste Processing Facility or a fully permitted Transfer Station, that has 1513
been listed in Exhibit 9 and agreed upon by the City. All expenses related to Organic Waste processing and 1514
DRAFT AGREEMENT.V1 Page 43 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
marketing will be the sole responsibility of Contractor. Failure to comply with this provision will result in the 1515
levy of a penalty as specified in Exhibit 6 and may result in Contractor being in default under this Agreement. 1516
City has the right to designate Organic Waste Processing Facility. 1517
10.09.3 Holiday Tree Collection. Contractor must Collect Holiday Trees set out at the curb 1518
for Collection during the three-week period beginning December 26th each year during the term of this 1519
Agreement. Contractor must deliver the Collected Holiday Trees to an appropriate Organic Waste 1520
Processing Facility for Diversion through uses other than Alternative Daily Cover or Beneficial Use. This 1521
annual service will be provided at no additional charge to the Service Recipient. Contractor is not required 1522
to divert Holiday Trees with tinsel, flocking or ornaments. 1523
10.09.4 Non-Collection. Contractor is not required to Collect Organic Waste if the Service 1524
Recipient does not segregate the Organic Waste from Solid Waste or Recyclable Materials. Furthermore, 1525
Contractor is not required to Collect Organic Wastes that are contaminated through commingling with Solid 1526
Waste or Recyclable Materials. Contractor will address contamination in accordance with Section 5.07. 1527
10.09.5 Home Compost Bins. Contractor shall store, promote, and distribute a maximum of 1528
500 Home Compost Bins per Calendar Year to be used by Service Recipients to compost Organic Waste. 1529
Contractor is responsible for purchase of Home Compost Bins delivered to Contractor’s place of storage. 1530
10.10 SFD Bulky Waste Collection Service. This service is governed by the following terms and 1531
conditions: 1532
10.10.1 Conditions of Service. Contractor must provide Large Item Collection Service to all 1533
SFD Service Units in the Service Area whose Bulky Waste have been placed within three (3) feet of the 1534
curb, swale, paved surface of the public roadway, closest accessible roadway, or other such location agreed 1535
to by Contractor and Service Recipient, that will provide safe and efficient accessibility to Contractor's 1536
Collection crew and vehicle. Up to five (5) times per Calendar Year each Service Recipient is entitled to 1537
receive large item disposal amounting to a combined annual maximum of the equivalent of (a) five (5) large 1538
items, or (b) ten (10) 32-gallon bags at no additional cost and expense. For subsequent collection in any 1539
Calendar Year, the Contractor shall receive compensation from the customer at the rate for such service as 1540
set in Exhibit 1. 1541
10.10.2 Frequency of Service. Bulky Waste Collection Service will be provided on the next 1542
regular Collection day if the request is received at least two (2) Work Days in advance of the next regular 1543
Collection day. The Service Recipient may not intentionally commingle residential Bulky Waste with other 1544
Residential Waste. 1545
10.10.3 Bulky Waste Containing Freon. In the event Contractor Collects Bulky Waste that 1546
contain Freon, Contractor must handle such Bulky Waste in a manner such that the Bulky Waste are not 1547
subject to regulation as hazardous waste under applicable State and Federal laws or regulations. 1548
10.10.4 Maximum Reuse and Recycling. Contractor must dispose of Bulky Waste collected 1549
from Service Units pursuant to this Agreement in accordance with the following hierarchy: 1550
DRAFT AGREEMENT.V1 Page 44 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
10.10.4.1 Reuse as is (where energy efficiency is not compromised) 1551
10.10.4.2 Disassemble for reuse or Recycling 1552
10.10.4.3 Recycle 1553
10.10.4.4 Disposal 1554
10.10.5 Disposal of Bulky Waste. Contractor may not landfill such Bulky Waste unless the 1555
Bulky Waste cannot be reused or recycled. 1556
10.10.6 City Direction of Bulky Waste. City reserves the right to direct Contractor to take 1557
specific types of Bulky Waste Collected pursuant to this Section to designated sites not more than twenty 1558
(20) miles from any City boundary for the purpose of reuse or recycling at no cost. Contractor has no 1559
obligation to dispose of the Large Item residue remaining at the directed site or sites after scavengers and 1560
recyclers have removed reusable or recyclable Bulky Waste. 1561
10.11 Sharps Collection Program. Home generated sharps, such as needles, syringes, and 1562
lancets shall be placed in a sharps container and removed from the regular waste stream to minimize 1563
exposure to Solid Waste workers and Recyclable Materials processors. To ensure sharps are handled in a 1564
appropriate manner, Contractor shall provide, upon request, each SFD Service Recipient with up to one 1565
postage-paid mail-back sharps container per year at no additional cost. Seniors shall be provided with up to 1566
two postage-paid mail-back sharps containers per year at no additional cost. In addition, Contractor shall 1567
promote this program in newsletters and in other forms of outreach as determined by City. Additionally, 1568
Contractor shall provide to the City on an annual basis not less than 200 postage-paid mail-back Sharps 1569
containers for City staff to distribute at special events. 1570
10.12 Extended Producer Responsibility Diversion Program. Contractor shall provide a minimum 1571
of two City-wide electronic waste, textile, carpet, and mattress collection drives on an annual basis. Contractor 1572
will schedule collection events with City approval and advertise the drop-off events not less than one week 1573
prior to the scheduled collection event, but no more than one month prior to the scheduled collection event. 1574
All textile, carpet and mattresses Collected through this program shall be diverted from the landfill either 1575
through donation to a local non-profit organization or through other means of Diversion. 1576
10.12.1 Temporary Bin and Box Service. Contractor shall provide temporary Bin and Box 1577
service, including Construction and Demolition Debris Bins, to SFD Service Recipients. Contractor shall 1578
deliver such Bin or Box within one Business Day of request. The Contractor shall receive compensation for 1579
Temporary Bin and Box Service from the customer at the rate for such service as set in Exhibit 1. 1580
10.13 1581
DRAFT AGREEMENT.V1 Page 45 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
Article 11. MFD Service 1582
11.01 MFD Conditions of Service. Except as set forth below, Contractor must provide MFD 1583
Collection Services to all MFD Units in the Service Area. The MFD Services are governed by the following 1584
terms and conditions: 1585
11.01.1 Bundled MFD Cart Service. Except for those Service Recipients that choose to 1586
receive Bins for service, Contractor must provide MFD Collection Service to all MFD Service Units in the 1587
Service Area whose MFD Solid Waste is properly containerized in Black/Grey Garbage Carts, Blue 1588
Recyclable Materials are properly containerized in Recycling Carts, except as set forth in Section 11.08.1; 1589
Organic Wastes are properly containerized in Green Organic Waste Carts, except as set forth in Section 1590
11.09.3, where the Garbage, Recycling, and Organic Waste carts have been placed within three (3) feet of 1591
the curb, swale, paved surface of the public roadway, closest accessible roadway, or other such location 1592
agreed to by Contractor and Service Recipient, that will provide safe and efficient accessibility to Contractor's 1593
Collection crew and vehicle. 1594
11.01.2 Bundled MFD Bin Service. Contractor must provide MFD Solid Waste Collection 1595
Service to MFD Service Units in the Service Area that choose to receive Bins for service. MFD Collection 1596
Service shall be provided in Garbage Bins at the size and frequency as requested by the MFD Service 1597
Recipient, and including at no additional cost one (1) 96-Gallon Blue Recycling Cart and one (1) 32-Gallon 1598
Green Organic Waste Cart as part of the base bundled MFD Collection Service. Additional services may be 1599
requested by the MFD Service Recipient. To be exempted from MFD Recycling Service or MFD Organic 1600
Waste Collection Service, Service Recipient must apply for exemption to the Contractor. All such exemption 1601
applications must be reported in the Waste Reporting System and approved by the City. Additional Collection 1602
Containers or different size Collection Containers are subject to the applicable Service Rate set forth in 1603
Exhibit 1. 1604
11.01.3 On-Premises Service. Notwithstanding any term or definition set forth in this 1605
Agreement, Contractor must provide Collection of MFD Garbage, Recycling, and Organic Waste on the MFD 1606
Service Recipients premises to an MFD Service Unit as follows. 1607
11.01.3.1 At no additional cost to the MFD Service Unit. MFD Service Units 1608
where all adult Service Recipients residing therein have disabilities that prevent them from setting their 1609
Garbage, Recycling or Organic Waste Cart at the curb for Collection, and if a request for on-premises 1610
service has been made. 1611
11.01.3.2 At an additional cost to the MFD Service Unit. 1612
A. MFD Service Units where topography, steep driveways, below grade dwellings, or 1613
limited access to public streets that prevents the MFD Service Recipient from setting their Garbage, 1614
Recycling or Organic Waste Cart at the curb for Collection, as determined by the City and agreed by the 1615
Contractor, and if a request for on-premises service has been made. 1616
B. MFD Service Units inaccessible by standard 3 or 4 axel Collection Vehicles as 1617
determined by the Contractor and agreed by the City. Stinger/scout truck services shall be provided for the 1618
DRAFT AGREEMENT.V1 Page 46 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
retrieval of Collection Containers from locations with accessibility constraints that make Containers difficult 1619
or impossible to access using regular trash collection trucks. 1620
C. Contractor must offer “push services” to MFD Service Recipients other than those 1621
listed above on a subscription basis upon request for the Service Rate set forth in Exhibit 1. Push services 1622
include, but are not limited to, dismounting from the Collection Vehicle, moving the Collection Containers 1623
from their storage location for Collection and returning the Collection Containers back to their storage 1624
location. 1625
11.01.3.3 Contractor must provide on-premises Collection Service on the 1626
same Work Day that curbside Collection would otherwise be provided to the MFD Service Unit. 1627
11.02 Frequency and Scheduling of Service. This service must be provided as deemed 1628
necessary and determined between Contractor and the MFD Service Unit, but such service must be received 1629
no less than one (1) time per week with no exception for holiday(s) as set forth herein, except that Collection 1630
service scheduled to fall on a holiday may be rescheduled as determined between the Service Unit and 1631
Contractor as long as the minimum frequency requirement is met. The size of the container and the frequency 1632
(above the minimum) of Collection will be determined between the MFD Service Unit and Contractor. 1633
However, size and frequency must be sufficient to provide that no Solid Waste need be placed outside the 1634
Collection Container. Contractor must provide containers as part of the Commercial Collection Maximum 1635
Service Rates set forth in Exhibit 1. Service Recipients may own and provide their own Compactor provided 1636
that the Service Recipient is completely responsible for its proper maintenance, and such Compactor is of a 1637
type that is compatible with Contractor's equipment. All other Collection Containers used by Service 1638
Recipients must be owned and supplied by Contractor. 1639
11.03 Manner of Collection. The Contractor must provide Collection Service with as little 1640
disturbance as possible and must leave any Garbage, Recycling or Organic Waste Cart in an upright position 1641
at the same point it was Collected without obstructing alleys, roadways, driveways, sidewalks or mail boxes. 1642
Contractor’s employees providing Collection Service must follow the regular walk for pedestrians while on 1643
private property and may not trespass nor cross property to the adjoining premises unless the occupant or 1644
owner of both properties has given permission. Care should be taken to prevent damage to property, including 1645
flowers, shrubs, and other plantings. 1646
11.04 New Carts and Kitchen Food Waste Pails. At the start of this Agreement, Contractor must 1647
supply new Carts and Kitchen Food Waste Pails that comply with Collection Container specifications in Exhibit 1648
4. If any changes to these specifications are adopted after the Effective Date that results in Contractor being 1649
required to replace Collection Containers before they have been fully depreciated, Contractor will be eligible 1650
for additional compensation in accordance with Section 6.07. 1651
11.05 Replacement of Carts. Contractor’s employees must take care to prevent damage to Carts 1652
by unnecessary rough treatment. However, any Cart damaged by the Contractor must be replaced by 1653
Contractor, at Contractor's expense, within five (5) Work Days at no cost or inconvenience to the Service 1654
Recipient. 1655
DRAFT AGREEMENT.V1 Page 47 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
11.05.1 Upon notification to Contractor by City or a Service Recipient that the Service 1656
Recipient’s Cart(s) has been stolen or damaged beyond repair through no fault of Contractor, Contractor 1657
must deliver a replacement Cart(s) to such Service Recipient within five (5) Work Days. Contractor must 1658
maintain records documenting all Cart replacements occurring and report through the Waste Reporting 1659
System monthly. 1660
11.05.2 Each Service Recipient is entitled to the replacement of one (1) lost, destroyed, or 1661
stolen Cart every ten (10) years during the life of this Agreement at no cost to the Service Recipient. Except 1662
in the case of a Cart that must be replaced because of damage caused by Contractor or in the case where 1663
Contractor elects to replace a Cart rather than repair it on-site, Contractor will be compensated for the cost 1664
of those replacements in excess of one (1) per type of Cart per Service Recipient during the term of the 1665
Agreement, in accordance with the “Cart Exchange” Service Rate set forth in Exhibit 1, or as may be adjusted 1666
by the City from time to time as provided under this Agreement. 1667
11.05.3 Contractor understands and agrees that this provision is intended to be applied on 1668
a per Cart type, individual Service Recipient basis and accordingly each Service Recipient could receive up 1669
to three (3) replacement Carts, one (1) of each type, every ten (10) years during the term of the contract. 1670
11.05.4 Repair of Garbage, Recycling and Organic Waste Carts. Contractor is responsible 1671
for the repair of Carts, including but not be limited to, hinged lids, wheels and axles. Within five (5) Work 1672
Days of notification by the City or a Service Recipient of the need for such repairs, Contractor must repair 1673
the Cart or if necessary, remove the Cart for repairs and deliver a replacement Cart to the Service Recipient. 1674
11.05.5 Cart Exchange. Upon notification to Contractor by City or a Service Recipient that 1675
a change in the size of a Cart is requested, Contractor must deliver such Cart to such Service Recipient 1676
within five (5) Work Days. Each MFD Service Unit is eligible to receive one (1) free Cart exchange per 1677
Calendar Year during the term of this Agreement for moving to a larger Cart size. Each MFD Service Unit is 1678
eligible to receive unlimited Cart exchanges per Calendar Year during the term of this Agreement for moving 1679
to a smaller Cart size. Accordingly, Contractor will be compensated only for the cost of those exchanges in 1680
excess of one (1) per Calendar Year for those Service Units receiving larger Cart sizes, in accordance with 1681
the “Cart Exchange” service rate as set forth in Exhibit 1 or as may be adjusted this Agreement. 1682
11.05.6 Additional Cart Request. Upon notification to the Contractor by City or a Service 1683
Recipient that additional Carts for Garbage, Recyclable Materials, or Organic Waste are requested, 1684
Contractor shall deliver such Carts to such Service Recipient within five (5) Work Days, at the rate set forth 1685
in Exhibit 1. 1686
11.05.7 Ownership of Carts. Ownership of Carts is vested in the Contractor. 1687
11.06 Cleaning of Collection Containers. Once each Calendar Year, if requested by the MFD, 1688
Contractor must clean all Collection Containers or must replace the dirty Collection Containers with clean 1689
Collection Containers. Any Collection Container cleanings done at a Contractor facility must be done in such 1690
a manner that results in no water entering the City’s storm drain system. This service must be provided at no 1691
charge to the Service Recipient, so long as the service is not requested more than once per Calendar Year. 1692
DRAFT AGREEMENT.V1 Page 48 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
In addition, regardless of whether or not this cleaning is requested by the Service Recipient, Contractor will 1693
ensure that all Collection Containers are cleaned on an as-needed basis so as to maintain a clean appearance 1694
and proper function. Additional cleanings beyond once each Calendar Year will be subject to the Service Rate 1695
set forth in Exhibit 1. 1696
11.07 MFD Garbage Collection Service. This service is governed by the following terms and 1697
conditions: 1698
11.07.1 Non-Collection. Contractor is not required to Collect any Garbage that is not placed 1699
in a Garbage Cart. In the event of non-collection, Contractor will follow the steps set forth in Section 5.10. 1700
11.07.2 Disposal Facility. Except as set forth below, all Garbage Collected as a result of 1701
performing Integrated Solid Waste Handling Services must be transported to, and disposed of, at the 1702
Disposal Facilities listed in Exhibit 9. In the event the Disposal Facility is closed on a Work Day, Contractor 1703
must transport and dispose of the Garbage at another legally permitted Disposal Facility. Failure to comply 1704
with this provision will result in the levy of a penalty as specified in Exhibit 6 and may result in Contractor 1705
being in default under this Agreement. 1706
11.08 MFD Recycling Service. This service is governed by the following terms and conditions: 1707
11.08.1 Conditions of Service. Contractor must provide MFD Recycling Service to all MFD 1708
Service Units in the Service Area whose Recyclable Materials are properly containerized in Recycling 1709
Collection Containers except as set forth below, where the Recycling Collection Containers are accessible. 1710
The Maximum Service Rates for Contractor’s MFD Recycling Services are set forth in Exhibit 1. 1711
11.08.2 Base MFD Recycling Service. All MFD Service Recipients subscribing to MFD Solid 1712
Waste Collection Service must receive weekly collection of Recycling Materials with a minimum of at least 1713
one 96-gallon Recycling Cart per Service Recipient and included in the Bundled Rate set forth in Exhibit 1. 1714
The actual configuration of Recycling Collection Container sizes to be provided will be based on the total 1715
equivalent volume and configured in a manner determined by the Service Recipient in consultation with 1716
Contractor. 1717
11.08.3 Overages. Corrugated cardboard that will not fit inside the Recycling Cart may be 1718
placed beside the Recycling Cart if flattened. 1719
11.08.4 Recycling - Improper Procedure. The Contractor is not required to Collect 1720
Recyclable Materials if the Service Recipient does not segregate the Recyclable Materials from Solid Waste 1721
or Organic Waste. Furthermore, Contractor is not required to Collect Recyclable Materials that are 1722
contaminated through commingling with Solid Waste or Organic Waste. To address contamination, 1723
Contractor must follow the steps set forth in Section 5.07. 1724
11.08.5 Materials Recovery Facility. Except as provided in Section 5.07, all Recyclable 1725
Materials collected as a result of performing recycling services must be delivered to the Materials Recovery 1726
Facility listed in Exhibit 9. Failure to comply with this provision will result in the levy of a penalty as specified 1727
in Exhibit 6 and may result in Contractor being in default under this Agreement. All expenses related to 1728
DRAFT AGREEMENT.V1 Page 49 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
materials processing and marketing will be the sole responsibility of Contractor. City has the right to 1729
designate Materials Recovery Facility. 1730
11.08.6 Move In/Out Collection Service. Within three (3) months of opening a new account, 1731
at no additional charge, each MFD customer may request that Contractor provide one on-call Move-In/Out 1732
Recyclable Material Collection Service for recyclable packaging materials such as flattened cardboard 1733
boxes, and bundled newspaper and packaging foam. This will be offered as a one-time service for each new 1734
account. This service shall only include Recyclable Materials, and in the event that the Service Recipient 1735
includes Garbage in the materials set out for Collection by Contractor, this service shall be counted as one 1736
of the MFD Service Recipient’s free annual Large Item Collections as set forth in Section 11.10. 1737
11.08.7 Recycling - Changes to Services. Should changes in Applicable Law arise that 1738
necessitate any additions or deletions to the services described in this Section 11.08, including the type of 1739
items included as Recyclable Materials, the parties will negotiate any necessary cost changes and will enter 1740
into an Agreement amendment covering such modifications to the services to be performed and the 1741
compensation to be paid in accordance with Section 30.01.1 before undertaking any changes or revisions 1742
to such services. 1743
11.09 MFD Organic Waste Collection Service. This service is governed by the following terms 1744
and conditions: 1745
11.09.1 Base MFD Organic Waste Service. All MFD Service Recipients subscribing to MFD 1746
Garbage Collection Service must receive weekly collection of the equivalent volume of at least one (1) 32-1747
gallon Green Organic Waste Cart per Service Recipient included in the Bundled Service rate. The actual 1748
configuration of Organic Waste Collection Container sizes to be provided will be based on the total equivalent 1749
volume and configured in a manner determined by the Service Recipient in consultation with Contractor. 1750
Contractor may charge for MFD Organic Waste Collection as set forth in Exhibit 1 for MFD Organic Waste 1751
Service greater than the base 32-gallon Organic Waste Cart. 1752
11.09.2 Size and Frequency of Service. This service will be provided as deemed necessary 1753
and determined between Contractor and the Service Recipient, but such service must be received no less 1754
than one (1) time per week with no exception for holiday(s) as set forth herein, except that Collection Service 1755
scheduled to fall on a holiday may be rescheduled as determined between the Service Recipient and 1756
Contractor as long as the minimum frequency requirement is met. Service may be provided by Bin or Cart 1757
at the option of the Service Recipient. The size of the container and the frequency (above the minimum) of 1758
Collection will be determined between the customer and Contractor. However, size and frequency must be 1759
sufficient to provide that no Organic Waste needs be placed outside the Collection Container. Service 1760
Recipients may own and provide their own Compactor provided that the Service Recipient is completely 1761
responsible for its proper maintenance, and such Compactor is of a type that is compatible with Contractor's 1762
equipment. All other Collection Containers used by Service Recipients must be owned and supplied by 1763
Contractor. 1764
11.09.3 Organic Waste Processing Services. Contractor must ensure that all Organic Waste 1765
Collected pursuant to this Agreement is diverted from the landfill in accordance with Applicable Law. 1766
DRAFT AGREEMENT.V1 Page 50 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
Contractor must ensure that the Organic Waste Collected pursuant to this Agreement is not disposed of in 1767
a landfill, except for residue resulting from processing. If the organics processing facility accepts bagged 1768
Organic Waste (where bags are biodegradable or otherwise), then Contractor is obligated to accept bagged 1769
Organic Waste. 1770
11.09.4 Organic Waste Processing Facility. Contractor must deliver all Collected Organic 1771
Waste to a fully permitted Organic Waste Processing Facility or a fully permitted Transfer Station, that has 1772
been listed in Exhibit 9 and agreed upon by the City. All expenses related to Organic Waste processing and 1773
marketing will be the sole responsibility of Contractor. Failure to comply with this provision will result in the 1774
levy of a penalty as specified in Exhibit 6 and may result in Contractor being in default under this Agreement. 1775
City has the right to designate Organic Waste Processing Facility. 1776
11.09.5 Holiday Tree Collection. Contractor must Collect Holiday Trees set out at the curb 1777
for Collection during the three-week period beginning December 26th each year during the term of this 1778
Agreement. Contractor must deliver the Collected Holiday Trees to an appropriate Organic Waste 1779
Processing Facility for Diversion through uses other than Alternative Daily Cover or Beneficial Use. This 1780
annual service will be provided at no additional charge to the Service Recipient. Contractor is not required 1781
to divert Holiday Trees with tinsel, flocking or ornaments. 1782
11.09.6 Non-Collection. Contractor is not required to Collect Organic Waste if the Service 1783
Recipient does not segregate the Organic Waste from Solid Waste or Recyclable Materials. Furthermore, 1784
Contractor is not required to Collect Organic Wastes that are contaminated through commingling with Solid 1785
Waste or Recyclable Materials. Contractor will address contamination in accordance with Section 5.07. 1786
11.10 MFD Bulky Waste Collection Service. This service is governed by the following terms and 1787
conditions: 1788
11.10.1 Conditions of Service. Contractor must provide Large Item Collection Service to all 1789
MFD Service Units in the Service Area whose Bulky Waste have been placed within three (3) feet of the 1790
curb, swale, paved surface of the public roadway, closest accessible roadway, or other such location agreed 1791
to by Contractor and Service Recipient, that will provide safe and efficient accessibility to Contractor's 1792
Collection crew and vehicle. Upon property manager request, up to five (5) times per Calendar Year each 1793
Service Recipient is entitled to receive large item disposal amounting to a combined annual maximum of the 1794
equivalent of (a) six (6) large items or (b) ten (10) 32-gallon bags at no additional cost and expense. For 1795
subsequent collection in any Calendar Year, the Contractor shall receive compensation from the customer 1796
at the rate for such service as set in Exhibit 1. 1797
11.10.2 Frequency of Service. Large Item Collection Service will be provided on the next 1798
regular Collection day if the request is received at least two (2) Work Days in advance of the next regular 1799
Collection day. The Service Recipient may not intentionally commingle residential Bulky Waste with other 1800
Residential Waste. 1801
DRAFT AGREEMENT.V1 Page 51 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
11.10.3 Bulky Waste Containing Freon. In the event Contractor Collects Bulky Waste that 1802
contain Freon, Contractor must handle such Bulky Waste in a manner such that the Bulky Waste are not 1803
subject to regulation as hazardous waste under applicable State and Federal laws or regulations. 1804
11.10.4 Maximum Reuse and Recycling. Contractor must dispose of Bulky Waste collected 1805
from Service Units pursuant to this Agreement in accordance with the following hierarchy: 1806
11.10.4.1 Reuse as is (where energy efficiency is not compromised) 1807
11.10.4.2 Disassemble for reuse or Recycling 1808
11.10.4.3 Recycle 1809
11.10.4.4 Disposal 1810
11.10.5 Disposal of Bulky Waste . Contractor may not landfill such Bulky Waste unless the 1811
Bulky Waste cannot be reused or recycled. 1812
11.10.6 City Direction of Bulky Waste . City reserves the right to direct Contractor to take 1813
specific types of Bulky Waste Collected pursuant to this Section to designated sites not more than twenty 1814
(20) miles from any City boundary for the purpose of reuse or recycling at no cost. Contractor has no 1815
obligation to dispose of the Large Item residue remaining at the directed site or sites after scavengers and 1816
recyclers have removed reusable or recyclable Bulky Waste . 1817
Article 12. Commercial Service 1818
12.01 Commercial Conditions of Service. Except as set forth below, Contractor must provide 1819
Commercial Collection Services to all Commercial Service Units in the Service Area, including MXD Service 1820
Units and those City Service Units listed in Exhibit 3. MFD Units serviced with Bins will abide by the guidelines 1821
listed in this Section but are serviced as part of the Residential Collection Service. This service is governed 1822
by the following terms and conditions: 1823
12.01.1 Provision of Service. Contractor must provide Commercial Garbage Collection 1824
Service, Commercial Recycling Service and Commercial Organic Waste Collection Service to all 1825
Commercial Service Units Service Units in the Service Area whose Solid Waste, Recyclable Materials, and 1826
Organics Waste are properly containerized in Collection Containers as appropriate where the Collection 1827
Containers are accessible as set forth in Section 12.01.4. Contractor must offer Garbage, Recyclable 1828
Materials, and Organic Waste Carts in 32, 64, and 96-gallon sizes. Contractor must offer Garbage and 1829
Recyclable Materials Bins in 1, 2, 3, 4, and 6-cubic yard sizes and 1, 2, and 3-cubic yard sizes for Organic 1830
Waste Bins. Contractor may offer Roll-off Containers in 10, 20, 30, and 40-cubic yard sizes, and Collection 1831
from Compactors. The size of the container and the frequency (above the minimum) of Collection will be 1832
determined between the Service Recipient and Contractor. However, the size and frequency must be 1833
sufficient to provide that no Garbage, Recyclable Materials, or Organic Waste need be placed outside the 1834
Collection Container. The base Commercial Collection Service will include Commercial Recycling Service 1835
DRAFT AGREEMENT.V1 Page 52 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
as described in Section 12.04.2 below, and Commercial Organic Waste Collection Service as described in 1836
Section 12.05.5 below. 1837
12.01.2 Bundled Service. For the Commercial Solid Waste Collection Service system, 1838
Contractor shall provide Garbage Bins as requested by the Commercial Service Recipient, and including at 1839
no additional cost one (1) 96-Gallon Blue Recycling Cart and one (1) 32-Gallon Green Organic Waste Cart 1840
service as part of the base bundled Commercial Collection Service. Additional services may be requested 1841
by the Commercial Service Recipient. To be exempted from Commercial Recycling Service or Commercial 1842
Organic Waste Collection Service, Service Recipient must apply for exemption to the Contractor. All such 1843
exemption applications must be reported in the Waste Reporting System and approved by the City. 1844
12.01.3 Hours of Collection. Commercial Collection Service must be provided commencing 1845
no earlier than 6:00 a.m., and terminating no later than 7:00 p.m., Monday through Saturday, except for 1846
Holidays. If the Commercial Collection Service is adjacent to Residential Premises, then collection service 1847
will be provided no earlier than 7:00 a.m. Monday through Friday and 8:00 a.m. on Saturday. The hours, 1848
day, or both of Collection may be extended due to extraordinary circumstances or conditions with the prior 1849
verbal or written consent of the Agreement Administrator. 1850
12.01.4 Accessibility. Contractor must Collect all Collection Containers that are readily 1851
accessible to Contractor's crew and vehicles and not blocked. However, Contractor must provide “push 1852
services” and “stinger/scout truck services” as necessary upon request during the provision of Commercial 1853
Collection Services for the Service Rate set forth in Exhibit 1. Push services include, but are not limited to, 1854
dismounting from the Collection Vehicle, moving the Collection Containers from their storage location for 1855
Collection and returning the Collection Containers back to their storage location. Stinger/scout truck services 1856
provide for the retrieval of Collection Containers from locations with accessibility constraints that make 1857
Containers difficult or impossible to access using regular trash collection trucks. 1858
12.01.5 Manner of Collection. Contractor must provide Commercial Collection Service 1859
consistent with Section 8.36.030 of the City Municipal Code with as little disturbance as possible and must 1860
leave any Collection Container at the same point it originally located without obstructing alleys, roadways, 1861
driveways, sidewalks or mail boxes. 1862
12.02 New Containers. At the start of this Agreement, Contractor must supply new Carts and 1863
newly painted Bins and Roll-off Containers in good condition that comply with Collection Container 1864
specifications in Exhibit 4. If any changes to these specifications are adopted after the Effective Date that 1865
results in Contractor being required to replace Collection Containers before they have been fully depreciated, 1866
Contractor will be eligible for additional compensation in accordance with Section 30.01.1. 1867
12.02.1 Purchase and Distribution of Collection Containers for New Commercial Service 1868
Units. Contractor must also distribute newly painted Collection Containers as specified in Exhibit 4 to new 1869
Commercial and MFD/MXD Service Units that are added to Contractor’s Service Area during the term of this 1870
Agreement. The size and mix of the Collection Containers will be in accordance with the service agreement 1871
obtained by Contractor as set forth in this Agreement and the distribution must be completed within five (5) 1872
Work Days of receipt of the request for service. 1873
DRAFT AGREEMENT.V1 Page 53 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
12.02.2 Replacement of Collection Containers. Contractor’s employees must avoid damage 1874
to Collection Containers by unnecessary rough treatment. Any Collection Container damaged by the 1875
Contractor must be replaced by Contractor, at Contractor's expense, within five (5) Work Days at no cost or 1876
inconvenience to the Service Recipient. 1877
12.02.2.1 Each Commercial Service Unit is entitled to the replacement of 1878
one (1) lost, destroyed, or stolen Garbage, Recycling, and Organic Collection Container during the initial 1879
term of this Agreement at no cost to the Service Unit. Accordingly, Contractor will be compensated for the 1880
cost of those replacements in excess of one (1) Garbage, Recycling, and Organic Collection Container per 1881
Commercial Service Unit during the initial term of the Agreement, in accordance with the “Collection 1882
Container Exchange” Service Rate, as appropriate, set forth in Exhibit 1. Contractor must deliver a 1883
replacement Collection Container to such Service Unit within five (5) Work Days. 1884
12.02.3 Repair of Collection Containers. Contractor is responsible for repair of Collection 1885
Containers. Within five (5) Work Days of notification by City or a Service Recipient of the need for such 1886
repairs, Contractor must repair the Collection Container or if necessary, remove the Collection Container for 1887
repairs and deliver a replacement Collection Container to the Service Recipient. Collection Container repair 1888
also includes the removal of graffiti from the Collection Container. 1889
12.02.4 Collection Container Exchange. Upon notification to Contractor by City or a Service 1890
Recipient that a change in their Collection Containers is required, Contractor must deliver such Collection 1891
Containers to such Service Recipient within five (5) Work Days. Each Commercial Service Unit is eligible to 1892
receive one (1) free Collection Container exchange per Calendar Year during the term of this Agreement. 1893
Contractor is allowed to charge the Service Unit for the cost of those exchanges in excess of one (1) 1894
Collection Container exchange per Calendar Year, in accordance with the appropriate “Collection Container 1895
Exchange” service rate set forth in Exhibit 1 as may be adjusted by City under this Agreement. Additional 1896
Collection Containers or different size Collection Containers are subject to the applicable Service Rate set 1897
forth in Exhibit 1. 1898
12.02.5 Ownership of Collection Containers. Ownership of Collection Containers distributed 1899
by Contractor is vested in Contractor. 1900
12.02.6 Cleaning of Collection Containers. Once each Calendar Year, if requested by the 1901
Commercial Service Unit, Contractor must clean all Collection Containers or must replace the dirty Collection 1902
Containers with clean Collection Containers. Any Collection Container cleanings done at Contractor facility 1903
must be done in such a manner that results in no water entering the City’s storm drain system. This service 1904
must be provided at no charge to the Service Unit, so long as the service is not requested more than once 1905
per Calendar Year. In addition, regardless of whether or not this cleaning is requested by the Service Unit, 1906
Contractor will ensure that all Collection Containers are cleaned on an as-needed basis so as to maintain a 1907
clean appearance and proper function. Additional cleanings beyond once each Calendar Year will be subject 1908
to the Service Rate set forth in Exhibit 1. 1909
12.03 Commercial Garbage Collection Service. 1910
DRAFT AGREEMENT.V1 Page 54 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
12.03.1 Conditions of Service. Contractor must provide Commercial Garbage Collection 1911
Service to all Commercial Service Units in the Service Area whose Garbage is properly containerized in 1912
Garbage Collection Containers, where the Garbage Collection Containers are accessible. 1913
12.03.2 Size and Frequency of Service. This service must be provided as deemed 1914
necessary and determined between Contractor and the Commercial Service Unit, but such service must be 1915
received no less than one (1) time per week with no exception for holiday(s) as set forth herein, except that 1916
Collection service scheduled to fall on a holiday may be rescheduled as determined between the Service 1917
Unit and Contractor as long as the minimum frequency requirement is met. The size of the container and 1918
the frequency (above the minimum) of Collection will be determined between the Commercial Service Unit 1919
and Contractor. However, size and frequency must be sufficient to provide that no Solid Waste need be 1920
placed outside the Collection Container. Contractor must provide containers as part of the Commercial 1921
Collection Maximum Service Rates set forth in Exhibit 1. Service Recipients may own and provide their own 1922
Compactor provided that the Service Recipient is completely responsible for its proper maintenance, and 1923
such Compactor is of a type that is compatible with Contractor's equipment. All other Collection Containers 1924
used by Service Recipients must be owned and supplied by Contractor. 1925
12.03.3 Non-Collection. Contractor is not required to Collect any Commercial Solid Waste 1926
that is not placed in a Garbage Collection Container unless such Commercial Solid Waste is outside the 1927
Garbage Collection Container because of overflow. In the event of non-collection or overflow, Contractor 1928
must follow the steps as set forth in Section 5.13. 1929
12.03.4 Disposal Facility. All Solid Waste collected as a result of performing Commercial 1930
Solid Waste Integrated Solid Waste Handling Services must be transported to, and disposed of, at the 1931
Disposal Facility. In the event the Disposal Facility is closed on a Work Day, Contractor must transport and 1932
dispose of Solid Waste at another legally permitted disposal facility. Failure to comply with this provision will 1933
result in the levy of a penalty as specified in Exhibit 6 and may result in Contractor being in default under 1934
this Agreement. City has the right to designate Disposal Facility and agrees to adjust Maximum Service 1935
Rates to reflect City’s exercise of flow control rights. 1936
12.04 Commercial Recycling Service. This service is governed by the following terms and 1937
conditions: 1938
12.04.1 Conditions of Service. Contractor must provide Commercial Recycling Service to all 1939
Commercial Service Units in the Service Area whose Recyclable Materials are properly containerized in 1940
Recycling Collection Containers except as set forth below, where the Recycling Collection Containers are 1941
accessible. The Maximum Service Rates for Contractor’s Commercial Recycling Services are set forth in 1942
Exhibit 1. 1943
12.04.2 Base Commercial Recycling Service. All Commercial Service Recipients 1944
subscribing to Commercial Solid Waste Collection Service must receive weekly collection of Recycling 1945
Materials with a minimum of at least one 96-gallon Blue Recycling Cart per Service Recipient at no additional 1946
cost as part of the base service and included in the Bundled Rate set forth in Exhibit 1. The actual 1947
DRAFT AGREEMENT.V1 Page 55 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
configuration of Recycling Collection Container sizes to be provided will be based on the total equivalent 1948
volume and configured in a manner determined by the Service Recipient in consultation with Contractor. 1949
12.04.3 Size and Frequency of Service. This service will be provided as deemed necessary 1950
and determined between Contractor and the Service Recipient, but such service must be received no less 1951
than one (1) time per week with no exception for holiday(s) as set forth herein, except that Collection service 1952
scheduled to fall on a holiday may be rescheduled as determined between the Service Recipient and 1953
Contractor as long as the minimum frequency requirement is met. Service may be provided by Collection 1954
Container at the option of the Service Recipient. The size of the Collection Container and the frequency 1955
(above the minimum) of Collection will be determined between the Service Recipient and Contractor. 1956
However, size and frequency must be sufficient to provide that no Recyclable Materials need be placed 1957
outside the Collection Container. Contractor may charge for Commercial Recycling Services above the 1958
weekly trash volume equivalent and must provide Recycling Collection Containers as a part of the Bundled 1959
Service with rates set forth in Exhibit 1. Service Recipients may own and provide their own Compactor 1960
provided that the Service Recipient is completely responsible for its proper maintenance, and such 1961
Compactor is of a type that is compatible with Contractor's equipment. All other Collection Containers used 1962
by Service Recipients must be owned and supplied by Contractor. 1963
12.04.4 Recycling - Improper Procedure. Contractor is not required to Collect Recyclable 1964
Materials if the Service Recipient does not segregate the Recyclable Materials from Commercial Solid Waste 1965
and Organic Waste. Furthermore, Contractor is not required to collect Recyclable Materials that are 1966
contaminated through commingling with Solid Waste or Organic Waste. To address contamination, 1967
Contractor must follow the steps as set forth in Section 5.07. 1968
12.04.5 Materials Recovery Facility. All Recyclable Materials Collected as a result of 1969
performing Recycling Services must be delivered to the Materials Recovery Facility listed in Exhibit 9. Failure 1970
to comply with this provision will result in the levy of a penalty as specified in Exhibit 6 and may result in 1971
Contractor being in default under this Agreement. All expenses related to materials processing and 1972
marketing will be the sole responsibility of Contractor. City has the right to designate Materials Recovery 1973
Facility and agrees to adjust Maximum Service Rates to reflect City’s exercise of flow control rights. 1974
12.04.6 Recycling - Changes to Work. Should changes in law arise that necessitate any 1975
additions or deletions to the work described herein including the type of items included as Recyclable 1976
Materials, the parties will negotiate any necessary cost changes and will enter into an Agreement 1977
amendment covering such modifications to the work to be performed and the compensation to be paid in 1978
accordance with Section 30.01.1 before undertaking any changes or revisions to such work. 1979
12.04.7 Compliance with AB 341 & SB 1383. Contractor will develop and maintain its 1980
Commercial Recycling Service in a manner designed to assist City and the Service Recipients to achieve 1981
and maintain compliance with the Applicable Law, inclusive of AB 341 and SB 1383. Contractor will notify 1982
Commercial Service Recipients of the requirements to comply with the laws by November 2023, and not 1983
less than annually thereafter. Contractor must provide the necessary volume of Collection Service to 1984
Commercial Service Units to be in full compliance with the Applicable Law. In conjunction with the City’s 1985
ordinance supporting full compliance with the Applicable Law, inclusive of AB 341 and SB 1383 by 1986
DRAFT AGREEMENT.V1 Page 56 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
Commercial Service Units (i.e., “generators”), Contractor will conduct in-person outreach to all non-1987
participating commercial covered generators a minimum of once per calendar year. Failure to conduct such 1988
outreach will result in a penalty as specified in Exhibit 6. 1989
12.04.8 Additional Recycling Collection containers. Contractor must provide additional 1990
Recycling Collection Containers to Commercial Service Recipients above the minimum requirements within 1991
five (5) days of request and may charge for such additional capacity set forth in Exhibit 1 provided that 1992
additional Collection Containers are used by Service Recipients for the purposes of setting out additional 1993
Recyclable Materials for regular weekly Commercial Recycling Service. 1994
12.05 Commercial Organic Waste Collection Service. This service is governed by the following 1995
terms and conditions: 1996
12.05.1 Conditions of Service. Contractor must provide Commercial Organic Waste 1997
Collection Service to all Commercial Service Units in the Service Area whose Organic Waste is properly 1998
containerized in Organic Collection Containers, where the Organic Waste Collection Containers are 1999
accessible. Contractor will conduct a site visit with each non-exempt Service Recipient to determine the 2000
specific materials to be included the Service Recipient’s Organic Waste Collection (i.e., Food Waste, Green 2001
Waste, combined Food and Green Waste). Contractor will charge for collection of Organic Waste within the 2002
Bundled Service rate specified in Exhibit 1. For Organic Waste collected in Collection Containers beyond 2003
the size specified in the Bundled Service rate, Contractor will charge at the rate set forth in Exhibit 1. 2004
Contractor agrees that not all Service Units will elect to receive Organic Waste Collection Service in Carts, 2005
and that Contractor will provide Organic Waste Collection Bins upon request and as necessary. Service 2006
Recipients may elect to add Green Waste only Collection Bins to their service at pricing included in Exhibit 2007
1. Contractor will provide a sufficient number of Collection Containers and at a collection frequency to allow 2008
for any such Service Unit to utilize the collection of Organic Waste. Commercial Organic Waste Collection 2009
will occur Monday through Saturday upon request and as necessary. City shall provide Contractor a list of 2010
the names and addresses of Commercial Service Units that are approved by City for exemption from Organic 2011
Waste Collection. 2012
12.05.2 Organic Waste Processing Services. Contractor must ensure that all Organic Waste 2013
Collected pursuant to this Agreement is diverted from the landfill in accordance with Applicable Law. 2014
Contractor must ensure that the Organic Waste Collected pursuant to this Agreement is not disposed of in 2015
a landfill, except for residue resulting from processing. If the organics processing facility accepts bagged 2016
organic waste, then Contractor is obligated to accept bagged Organic Waste. 2017
12.05.3 Organic Waste Processing Facility. Contractor must deliver all Collected Organic 2018
Waste to a fully permitted Organic Waste Processing Facility or a fully permitted Organic Waste transfer 2019
station listed in Exhibit 9. Failure to comply with this provision will result in the levy of a penalty as specified 2020
in Exhibit 6 and may result in Contractor being in default under this Agreement. All expenses related to 2021
Organic Waste processing and marketing will be the sole responsibility of Contractor. City has the right to 2022
designate Organic Waste Processing Facility and agrees to adjust Maximum Service Rates to reflect City’s 2023
exercise of flow control rights. 2024
DRAFT AGREEMENT.V1 Page 57 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
12.05.4 Organic Waste Collection Frequency. Contractor must comply with CalRecycle 2025
collection frequency requirements as they may apply during the term of this Agreement. If any such changes 2026
to collection frequency are adopted after Effective Date that result in Contractor being allowed to reduce the 2027
frequency of Garbage or Organic Waste Collection, or otherwise cause Contractor to reduce its collection 2028
costs as a result in a change in Garbage or Organic Waste collection frequency, Contractor must provide 2029
City with its estimate of reduced its costs and shall make adjustments to the Maximum Service Rates. 2030
12.05.5 Base Commercial Organic Waste Service. All Commercial Service Recipients 2031
subscribing to Commercial Garbage Collection Service must receive weekly collection of the equivalent 2032
volume of at least one (1) 32-gallon Green Organic Waste Cart per Service Recipient at no additional cost 2033
as part of the base service included in the Bundled Service rate. The actual configuration of Organic Waste 2034
Collection Container sizes to be provided will be based on the total equivalent volume and configured in a 2035
manner determined by the Service Recipient in consultation with Contractor. Contractor may charge for 2036
Commercial Organic Waste Collection as set forth in Exhibit 1 for Commercial Organic Waste Service 2037
greater than the base 32-gallon Organic Waste Cart. 2038
12.05.6 Size and Frequency of Service. This service will be provided as deemed necessary 2039
and determined between Contractor and the Service Recipient, but such service must be received no less 2040
than one (1) time per week with no exception for holiday(s) as set forth herein, except that Collection service 2041
scheduled to fall on a holiday may be rescheduled as determined between the Service Recipient and 2042
Contractor as long as the minimum frequency requirement is met. Service may be provided by Bin or Cart 2043
at the option of the Service Recipient. The size of the container and the frequency (above the minimum) of 2044
Collection will be determined between the customer and Contractor. However, size and frequency must be 2045
sufficient to provide that no Organic Waste needs be placed outside the Collection Container. Service 2046
Recipients may own and provide their own Compactor provided that the Service Recipient is completely 2047
responsible for its proper maintenance, and such Compactor is of a type that is compatible with Contractor's 2048
equipment. All other Collection Containers used by Service Recipients must be owned and supplied by 2049
Contractor. 2050
12.05.7 Organic Waste - Improper Procedure. Contractor is not required to Collect Organic 2051
Waste if the Service Recipient does not separate the Organic Waste from Solid Waste and Recyclable 2052
Materials. Furthermore, Contractor is not required to collect Organic Waste that is contaminated through 2053
commingling with Solid Waste or Recyclable Materials. To address contamination, Contractor must follow 2054
the steps set forth in Section 5.07. 2055
12.05.8 Organic Waste - Changes to Services. Should changes in law arise that necessitate 2056
any additions or deletions to the services described in this Section including the type of items included as 2057
Organic Waste, the parties will negotiate any necessary cost changes and will enter into an Agreement 2058
amendment covering such modifications to the services to be performed and the compensation to be paid 2059
in accordance with Section 30.01.1 before undertaking any changes or revisions to such services. 2060
12.05.9 Compliance with AB 1826 & SB 1383. Contractor will develop and maintain its 2061
Commercial Organic Waste Collection Service in a manner designed to assist City and Service Recipients 2062
to achieve and maintain compliance with Applicable Law inclusive of AB 1826 and SB 1383. Contractor will 2063
DRAFT AGREEMENT.V1 Page 58 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
notify non-exempt covered businesses of the requirements to comply with the Applicable Law in November 2064
2023, and no less than annually thereafter. Contractor will offer to provide the volume of collection service 2065
that covered businesses require to be in compliance with the law. In conjunction with the City’s ordinance 2066
supporting full compliance with the Applicable Law inclusive of AB 341, SB 1383 and AB 827 by Commercial 2067
Service Units (i.e., “generators”), Contractor will conduct in-person outreach to all non-participating non-2068
exempt commercial covered generators as specified in Section 20.02. Failure to conduct such outreach will 2069
result in a penalty as specified in Exhibit 6. 2070
12.05.10 Additional Organic Waste Collection Containers. Contractor must provide 2071
additional Organic Waste Collection Containers to Service Recipients at the rates listed in Exhibit 1 provided 2072
that additional Collection Containers are used by Service Recipients for the proposes of setting out additional 2073
Organic Waste materials for regular weekly Organic Waste Collection Service. 2074
Article 13. Mixed Use Dwelling Service (MXD) 2075
13.01 MXD Collection Service. As in Section 12.01. 2076
13.02 MXD Solid Waste Collection Service. As in Section 12.03. 2077
13.03 MXD Recycling Service. As in Section 12.04. 2078
13.04 MXD Move In/Out Collection Service. As in Section 10.08.4. 2079
13.05 MXD Organic Waste Collection Service. As in Section 12.05. 2080
13.06 MXD Bulky Waste Collection Services. As in Section 10.10; Contractor may charge Service 2081
Recipients for Bulky Waste Collections subject to the Maximum Service Rate in Exhibit 1. 2082
Article 14. City Services 2083
14.01 City Collection Services. 2084
14.01.1 Contractor shall provide Garbage, Recycling, and Organic Waste Collection 2085
Services to all City Service Units set forth in Exhibit 3, or as City may designate in the future (and where 2086
applicable, subject to the conditions in this Section), where the Containers are not blocked and are 2087
accessible by Contractor’s Collection Vehicles. 2088
14.01.2 Bulky Waste Collection Service. Contractor shall collect Bulky Waste , including E-2089
Waste and Universal Waste, from City Services Units as listed on Exhibit 3 on an on-call basis on the same 2090
terms and conditions as are provided to SFD Service Units per Section 10.10. 2091
14.01.3 City Transit Shelters. Contractor shall provide Garbage collection services to public 2092
trash cans and City-owned bus stops. Collection service at City Transit Shelters shall include power washing 2093
public trash cans and maintaining cleanliness in and around the trash cans. City Transit Shelter Garbage 2094
collection service areas are specified in Exhibit 3. 2095
DRAFT AGREEMENT.V1 Page 59 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
14.01.4 Development Review. Contractor, upon City’s request, shall assist the City in the 2096
review of applicants’ plans for projects covered by Public Resources Code § 42911, including commercial 2097
and multi-family projects, to provide for effective and economical accumulation and collection of Solid Waste. 2098
14.01.5 Abandoned Waste Removal. Within one (1) Work Day of a request from the 2099
Agreement Administrator, Contractor shall provide abandoned waste removal services. Contractor shall be 2100
responsible for loading or arranging for loading of abandoned waste. Contractor shall collect, transport and 2101
deliver abandoned waste to a Disposal Facility, the Materials Recovery Facility, or Organics Processing 2102
Facility, as appropriate given the characteristics of the abandoned waste. Contractor shall collect, transport 2103
and process the abandoned waste from up to sixty (60) illegal dumping locations identified by the City each 2104
Agreement Year at no charge to the City. Contractor shall be entitled to charge the City for collected materials 2105
exceeding sixty (60) collections per Agreement Year in accordance with the Service Recipient Rates as set 2106
forth in Exhibit 1. 2107
14.02 City Collection Conditions of Service. City Collection Services shall be governed by the 2108
following terms and conditions: 2109
14.02.1 Contractor’s Good Will. In exchange for the good will of the City and the general 2110
public, Contractor voluntarily agrees to provide Integrated Solid Waste Handling Services under this Article 2111
at no cost to the City excepting excess service as provided in this Article, and warrants that such service 2112
shall neither impact the Maximum Service Rates nor be otherwise paid for or subsidized by any other Service 2113
Recipients. 2114
14.02.2 Contractor shall receive written permission from the City before placing any 2115
Collection Containers on City owned property for service, except that no such permission shall be needed 2116
to place Collection Containers at locations specified for such Containers in Exhibit 3. 2117
14.02.3 Contractor shall limit the number of trips and the path of travel for Collection 2118
Vehicles in City parking lots. 2119
14.02.4 Container Service. City Facilities shall be provided Integrated Solid Waste Handling 2120
Services generally subject to the same terms and conditions as similar Service Units regarding Container 2121
specifications, repair, replacement, cleanings, and exchange; provided the City shall not be charged for any 2122
requests for such services. 2123
14.02.5 Frequency of Service. The frequency of collection may be designated by the City, 2124
but not to exceed six (6) times per week per container. City may change the City Service Units receiving 2125
service, and the container volume and Collection frequency provided to any City Service Unit, by written 2126
notice to Contractor. 2127
Article 15. Additional Services 2128
15.01 Reserved. 2129
DRAFT AGREEMENT.V1 Page 60 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
Article 16. Collection Routes 2130
16.01 Service Routes. Contractor must provide City with maps and digital mapping data precisely 2131
defining Collection routes, together with the days and the times at which Collection will regularly commence. 2132
16.02 Initial Route Changes. Contractor agrees not to change any Residential Integrated Solid 2133
Waste Handling Services routes in effect as of the Effective Date of this Agreement prior to July 1, 2024, 2134
except for limited route changes that may be necessary for new development, and subject to review and 2135
approval by the City. After July 1, 2024, if any re-routing of Residential Integrated Solid Waste Handling 2136
Services is necessary for collection efficiency, Contractor may submit to City, in writing, proposed route 2137
changes (including maps thereof) not less than sixty (60) calendar days prior to the proposed date of 2138
implementation. Any such initial routing change may not affect more than ten percent (10%) of SFD Service 2139
Units in the City and is subject to City review and approval. 2140
16.03 Future Service Route Changes. Contractor must submit to City, in writing, any proposed 2141
route change (including maps thereof) not less than sixty (60) calendar days prior to the proposed date of 2142
implementation. Contractor may not implement any route changes without the prior review of the Agreement 2143
Administrator. If the change will change the Collection day for a Service Recipient, Contractor must notify 2144
those Service Recipients in writing of route changes not less than thirty (30) days before the proposed date 2145
of implementation. 2146
16.04 Collection Route Audits. City reserves the right to conduct audits of Contractor’s Collection 2147
routes. Contractor must cooperate with City in connection therewith, including permitting City employees or 2148
agents, designated by the Agreement Administrator, to ride in the Collection Vehicles to conduct the audits. 2149
Contractor has no responsibility or liability for the salary, wages, benefits or worker compensation claims of 2150
any person designated by the Agreement Administrator to conduct such audits. 2151
Article 17. Minimum Performance Standards 2152
17.01 Billing Audit and Performance Reviews. 2153
17.01.1 Contractor Shall Review its Billings to all Customers. The purpose of the review is 2154
to determine that the amount which the Contractor is billing each Customer is correct regarding the level of 2155
service (i.e., frequency of collection, size of container, location of container) at the rates approved by City 2156
Council resolution. The Contractor shall review Customer accounts not less than annually and provide a 2157
written certification to the City that all such billing is correct. The documentation of the review, as well as 2158
verification that any errors have been corrected should be provided to the City annually. 2159
17.01.2 Selection and Cost. City may conduct billing audit and performance reviews 2160
(together, “reviews”) of Contractor’s performance during the term of this Agreement, as provided herein. The 2161
reviews will be performed by the City or a qualified firm under contract to City. City will have the final 2162
responsibility for the selection of the firm. City may conduct reviews at any time during the term of the 2163
Agreement. City and Contractor agree to each pay one hundred-percent (100%) of the cost of the audits 2164
and performance reviews provided for under Section 17.01. 2165
DRAFT AGREEMENT.V1 Page 61 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
17.01.2.1 Full Reviews During Term. City may conduct two (2) full reviews 2166
with costs apportioned as stated in Section 17.01.2 during the l Term of this Agreement. The purpose of 2167
these full reviews will be as described in Section 17.01.3 below. 2168
17.01.3 Purpose. The reviews will be designed to verify that customer billing rates have 2169
been properly calculated and they correspond to the level of service received by the customer, verify that 2170
Contractor is correctly billing for all services provided, Franchise Fees and other fees required under this 2171
Agreement have been properly calculated and paid to City, verify Contractor’s compliance with the reporting 2172
requirements and performance standards of this Agreement, verify the diversion percentages reported by 2173
Contractor, and verify any other provisions of the Agreement. City (or its designated consultant) may utilize 2174
a variety of methods in the execution of this review, including, but not limited to, analysis of relevant 2175
documents, on-site and field observations, and interviews. City (or its designated consultant) will review and 2176
document the items in the Agreement that require Contractor to meet specific performance standards, submit 2177
information or reports, perform additional services, or document operating procedures, that can be 2178
objectively evaluated. This information will be documented and be formatted in a “compliance checklist” with 2179
supporting documentation and findings tracked for each of the identified items. The review will specifically 2180
include a determination of Contractor’s compliance with the diversion requirements of Article 8, and the 2181
public outreach and education requirements of Article 20. City (or its designated consultant) may review the 2182
customer service functions and structure utilized by Contractor. This may include Contractor’s protocol for 2183
addressing customer complaints and service interruption procedures. Complaint logs may be reviewed, 2184
along with procedures and systems for tracking and addressing complaints. On-site and field observations 2185
by City (or its designated consultant) may include, but are not necessarily limited to: 2186
17.01.3.1 Interviews and discussions with Contractor’s administration and 2187
management personnel; 2188
17.01.3.2 Review and observation of Contractor’s customer service functions 2189
and structure; 2190
17.01.3.3 Review of public education and outreach materials; 2191
17.01.3.4 Interviews and discussions with Contractor’s financial and accounting 2192
personnel; 2193
17.01.3.5 Interviews with route dispatchers, field supervisors and managers; 2194
17.01.3.6 Interviews with route drivers; 2195
17.01.3.7 Interviews with vehicle maintenance staff and observation of 2196
maintenance practices; and 2197
17.01.3.8 Review of on-route Integrated Solid Waste Handling Services, 2198
including observation of driver performance and collection productivity 2199
and visual inspection of residential routes before and after collection 2200
to evaluate cart placement and cleanliness of streets. 2201
DRAFT AGREEMENT.V1 Page 62 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
17.01.4 Contractor’s Cooperation. Contractor shall cooperate fully with the review and 2202
provide all requested data, including operational data, financial data, and other data reasonably requested 2203
by City within fifteen (15) Work Days of the request. 2204
17.01.5 Additional Billing Audit and Performance Review. In the event that the Billing Audit 2205
and Performance Review concludes that Contractor is not in compliance with all terms and conditions of this 2206
Agreement and such non-compliance is material, Contractor is subject to administrative fees and penalties 2207
as described in Exhibit 6 as well as reimbursement to the City for the full cost of the audit plus any 2208
underpayments discovered during the Audit. Additionally, City may conduct an Additional Billing Audit and 2209
Performance Review beyond the two (2) specified in Section 17.01.2, to ensure that Contractor has cured 2210
any such area of non-compliance. Contractor will be responsible for the cost of any such Additional Billing 2211
Audit and Performance Review for a maximum cost of One-hundred Twenty Thousand Dollars ($120,000) 2212
(starting on July 1, 2024 and each January 1st thereafter, with the maximum cost for the review adjusted 2213
annually by the change in the CPI). For the purposes of a determination of non-compliance under this 2214
Agreement, Audit findings which result in underpayments of $100,000 or more shall be deemed material. 2215
17.01.6 City Requested Program Review. City reserves the right to require Contractor to 2216
periodically conduct reviews of the Garbage, Recycling, and Organic Waste Collection Service programs, 2217
provided that such reviews are reasonable and can be accomplished at no additional cost to Contractor and 2218
without interfering with Contractor’s operations. Such reviews could assess one or more of the following 2219
performance indicators: average volume of Recyclable Materials per setout per customer, average volume 2220
of Organic Waste per setout per customer, participation level, contamination levels, etc. Prior to the program 2221
evaluation review, City and Contractor will meet and discuss the purpose of the review and agree on the 2222
method, scope, and data to be provided by Contractor. 2223
17.02 Cooperation with Other Program Reviews. Contractor shall cooperate with City and/or its 2224
agent(s) as reasonably requested to collect program data, perform field work, conduct route audits to 2225
investigate customer participation levels and setout volumes and/or evaluate and monitor program results 2226
related to Garbage, Recyclable Materials and Organic Waste collected in City by Contractor, provided that 2227
such cooperation can be accomplished at no additional cost to Contractor and without interfering with 2228
Contractor’s operations. 2229
Article 18. Collection Equipment 2230
18.01 General Provisions. All equipment used by Contractor in the performance of services under 2231
this Agreement must be of a high quality and meet all Federal, State, and local regulations and air quality 2232
standards, including all applicable provisions of Air Quality Management District. Collection vehicles must be 2233
designed and operated so as to prevent collected materials from escaping from the vehicles. Hoppers must 2234
be closed on top and on all sides with screening material to prevent collected materials from leaking, blowing 2235
or falling from the vehicles. All trucks and containers must be watertight and must be operated so that liquids 2236
do not spill during Collection or in transit. 2237
DRAFT AGREEMENT.V1 Page 63 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
18.02 Bulky Waste. Vehicles used for Collection of Bulky Waste may not use compactor 2238
mechanisms or mechanical handling equipment that may damage reusable goods or release Freon or other 2239
gases from pressurized appliances. 2240
18.03 Collection Vehicles. Contractor must use Collection Vehicles as listed in the schedule 2241
included in Exhibit 5 and may not use any Collection Vehicle that is more than ten (10) years old during the 2242
term of the Agreement. Contractor shall register all new Collection Vehicles under this Agreement to its 2243
address within the City, and shall report all purchases of Collection Vehicles under this Agreement as 2244
attributable to the City for sales tax purposes. Collection Vehicles must utilize low carbon (“alternative”) fuel, 2245
which must be renewable natural gas, LNG, CNG, or electric unless otherwise pre- authorized by the City in 2246
writing. Contractor shall transition all of its franchise residential and commercial collection vehicles to 2247
renewable natural gas (RNG) by December 31, 2025. If during the term of the Franchise Agreement, new 2248
technologies are available such as hybrid or electric powered collection vehicles, the City or the Contractor 2249
may request/negotiate implementation of such new collection vehicles, with a corresponding change to the 2250
Maximum Service Rates to reflect additional cost or savings. During the Term, to the extent required by law, 2251
Contractor shall provide its Collection Vehicles to be in full compliance with all Applicable Laws, including 2252
State and Federal clean air requirements that are adopted or proposed to be adopted, including, but not 2253
limited to, the California Air Resources Board Heavy Duty Engine Standards as currently proposed to be 2254
contained in California Code of Regulations, title 13, sections 2020 et seq., the Federal EPA’s Highway Diesel 2255
Fuel Sulfur regulations and all other applicable air pollution control laws. 2256
18.04 Collection Vehicle Technology. Contractor must use Collection Vehicles fitted with GPS 2257
tracking devices that can be used to record start and stop times, vehicle locations, and maximum speed. 2258
Contractor shall furnish to the City at no additional cost or expense any software and equipment necessary 2259
for City to track the location of Collection Vehicles in real time and to generate reports as needed. Collection 2260
Vehicles must also be fitted with cameras that are programmed to take photos, date and location stamped, 2261
to document violations, including contamination, overfilling, and lids not closed. GPS and camera data must 2262
be accessible by City. 2263
18.05 Collection Vehicle Size Limitations / Overweigh Vehicle Charge. Contractor may not use 2264
any Collection Vehicle in violation of weight limitations in Applicable Law including any weight limitation placed 2265
on any public roadway or alley as adopted and posted by City. The Contractor may exceed the Collection 2266
Vehicle size limitation for a limited time due to extraordinary circumstances or conditions with the prior written 2267
consent of the Agreement Administrator. The limited time may not exceed 120 days. Contractor must report 2268
all instances of overweight vehicles to City as part of its quarterly Franchise Fee submittal described in Section 2269
4.03, and as part of its Annual Reports to the City described in Section 22.03. Contractor may be assessed 2270
administrative charges as specified in Exhibit 6 as a result of exceeding an overweight vehicle rate of five 2271
percent (5.00%) in any Calendar Year during the term of the Agreement. The overweight vehicle rate will be 2272
calculated as the total number of overweight Collection Vehicle instances during the Calendar Year, divided 2273
by the total number of Collection Vehicle loads transported during the Calendar Year. Prior to collecting 2274
administrative charges for overweight vehicles, the City shall afford Contractor a reasonable opportunity to 2275
provide the Agreement Administrator documentation of the extraordinary circumstance that caused the 2276
overweight vehicles. Extraordinary circumstances in this particular case include, but may be limited to, heavy 2277
DRAFT AGREEMENT.V1 Page 64 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
rains or high winds that caused excess Green Waste to be generated, rain to accumulate in open Collection 2278
Containers, or normal Collection routes to be delayed or shortened to extreme weather conditions. The 2279
Agreement Administrator shall have authority to consider Contractor’s documentation and uphold and collect 2280
the assessed charge, to reduce the charge, or waive and dismiss the charge. The Agreement Administrator 2281
shall also have the authority to waive charges in advance of an anticipated, or in response to and actual, 2282
emergency event. 2283
18.06 Registration; Inspection. All vehicles used by Contractor in providing Integrated Solid 2284
Waste Handling Services under this Agreement, except those vehicles used solely on Contractor’s premises, 2285
are to be registered with the California Department of Motor Vehicles. In addition, each such vehicle must be 2286
inspected by the California Highway Patrol in accordance with Applicable Law. Within two (2) Work Days of 2287
a request from the Agreement Administrator, Contractor must provide City a copy of its vehicle maintenance 2288
log and any safety compliance report, including, but not limited to, any report issued under California Vehicle 2289
Code sections 34500 and following, as well as the biennial “BIT” inspections conducted by the California 2290
Highway Patrol. 2291
18.07 Safety Markings. All Collection equipment used by Contractor must have appropriate safety 2292
markings including, but not limited to, highway lighting, flashing and warning lights, clearance lights, and 2293
warning flags. All such safety markings must be in accordance with the requirements of the California Vehicle 2294
Code, as may be amended from time to time. 2295
18.08 Vehicle Signage and Painting. Collection Vehicles must be painted and numbered without 2296
repetition and must have Contractor's name, Contractor’s customer service telephone number, and the 2297
number of the vehicle painted in letters of contrasting color, at least four (4) inches high, on each side and 2298
the rear of each vehicle. All Collection Vehicles shall display the words “Servicing the City of Rosemead” 2299
in letters no less than two inches (2”) high and the City Seal. No advertising is permitted other than the name 2300
of Contractor, its logo and registered service marks, except promotional advertisement of the Recyclable 2301
Materials and Organic Waste programs, which is encouraged. City to approve any promotional material of 2302
the Recyclable Materials and Organic Waste Programs affixed to or painted on Contractor’s Collection 2303
Vehicles and may require such promotion to be utilized from time to time to encourage correct recycling, 2304
reduce contamination, and provide relevant education. Contractor must repaint all vehicles (including vehicles 2305
striping) during the term of this Agreement on a frequency as necessary to maintain a positive public image 2306
as reasonably determined by the Agreement Administrator, but not less often than once every five years. 2307
18.09 Bin and Roll-off Signage, Painting, and Cleaning. All metal bins and Roll-offs of any service 2308
type furnished by Contractor must be either painted or galvanized. All metal or plastic bins and Roll-offs must 2309
display Contractor’s name, Contractor’s customer service telephone number, and the number of the Bin or 2310
Roll-off and must be kept in a clean and sanitary condition. Bins and Roll-offs should be free of dents and 2311
graffiti and newly painted at the start of this Agreement and painted as needed to maintain an orderly 2312
appearance throughout the term of the Agreement, but not less frequently than once every three years. Bins 2313
and Roll-offs may be subject to periodic, unscheduled inspections by City and determination as to sanitary 2314
condition will be made by City. 2315
DRAFT AGREEMENT.V1 Page 65 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
18.10 Vehicle Certification. For each Collection Vehicle used in the performance of services 2316
under this Agreement, Contractor must obtain a certificate of compliance (smog check) issued pursuant to 2317
Part 5 of Division 26 of the California Health and Safety Code (Section 43000 and following) and regulations 2318
promulgated thereunder and/or a safety compliance report issued pursuant to Division 14.8 of the California 2319
Vehicle Code (Section 34500 and following) and the regulations promulgated thereunder, as applicable to 2320
the vehicle. Contractor must maintain copies of such certificates and reports and must make such certificates 2321
and reports available for inspection upon request by the Agreement Administrator. 2322
18.10.1 No later than annually, Contractor must submit to the Agreement Administrator 2323
verification that each of the Contractor’s Collection Vehicles has passed the California Heavy Duty Vehicle 2324
Inspection. Thereafter, Contractor must cause each vehicle in Contractor’s Collection fleet to be tested 2325
annually in the California Heavy Duty Inspection Program and must, upon request, submit written verification 2326
to City within ten (10) Work Days of the completion of such test. Contractor may not use any vehicle that 2327
does not pass such inspection. 2328
18.11 Equipment Maintenance. Contractor must maintain Collection equipment in a clean 2329
condition and in good repair at all times. All parts and systems of the Collection equipment must operate 2330
properly and be maintained in a condition satisfactory to City. Contractor must wash all Collection Vehicles 2331
at least once a week. 2332
18.12 Maintenance Log. Contractor must maintain a maintenance log for all Collection Vehicles. 2333
The log must at all times be accessible to City by physical inspection upon request of Agreement 2334
Administrator, and must show, at a minimum, each vehicle Contractor assigned identification number, date 2335
purchased or initial lease, dates of performance of routine maintenance, dates of performance of any 2336
additional maintenance, and description of additional maintenance performed. 2337
18.13 Equipment Inventory. On or before January 1, 2024, Contractor shall provide to City an 2338
inventory of Collection Vehicles and major equipment used by Contractor for Collection or transportation and 2339
performance of services under this Agreement. The inventory must indicate each Collection Vehicle by 2340
Contractor assigned identification number, DMV license number, the age of the chassis and body, type of 2341
fuel used, the type and capacity of each vehicle, the number of vehicles by type, the date of acquisition, the 2342
decibel rating and the maintenance and rebuild status. Contractor must submit to the Agreement 2343
Administrator, either by fax or e-mail, an updated inventory annually to the City or more often at the request 2344
of the Agreement Administrator. Each inventory must also include the tare weight of each vehicle as 2345
determined by weighing at a certified scale used by Contractor. Each vehicle inventory must be accompanied 2346
by a certification signed by Contractor that all Collection Vehicles meet the requirements of this Agreement. 2347
18.14 Reserve Equipment. Contractor shall have available to it, at all times, reserve Collection 2348
equipment which can be put into service and operation within one (1) hour of any breakdown. Such reserve 2349
equipment must correspond in size and capacity to the equipment used by the Contractor to perform the 2350
contractual duties. 2351
18.15 RNG Fuel Procurement Credits. Contractor agrees to coordinate and cooperate with the 2352
City to meet its Recovered Organic Waste Product procurement target, as defined in and required by 2353
DRAFT AGREEMENT.V1 Page 66 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
Applicable Law. In support of that objective the City will receive any applicable SB 1383 Recovered Organic 2354
Waste Product procurement credits for all RNG used by the Contractor to power Contractor’s Collection 2355
vehicles as allowed by the Applicable Law and within the time provided therein. 2356
Article 19. Contractor’s Office 2357
19.01 Contractor’s Office. Contractor shall maintain an office in the City of Rosemead, California 2358
that is accessible to persons with disabilities as required by the Americans with Disabilities Act (ADA). Such 2359
office must be equipped with enough telephones that all Collection Service-related calls received during 2360
normal business hours are answered by an employee within five (5) rings. The office must have responsible 2361
persons in charge during Collection hours and must be open during such normal business hours, 7:00 a.m. 2362
to 6:00 p.m. on Monday through Friday and Saturday from 8 a.m. to 12 p.m. and during Collection Service 2363
hours. Contractor must provide either a local or toll-free telephone number that connects to the call center 2364
described in Section 19.02, and a telephone answering service or mechanical device to receive Service 2365
Recipient inquiries during those times when the office is closed. Calls received after normal business hours 2366
must be addressed the next Work Day morning. 2367
19.02 Customer Service Call Center. Contractor must maintain a Customer Service call center 2368
within the United States. Such office must be equipped with enough telephones that all customer service-2369
related calls received during normal business hours, 7:00 a.m. to 6:00 p.m. on Monday through Friday and 2370
Saturday during Collection Service hours from 8 a.m. to 12 p.m., are answered by an employee within five 2371
(5) rings. 2372
19.03 Emergency Contact. Contractor must provide the Agreement Administrator with an 2373
emergency phone number where the Contractor can be reached outside of the required office hours. 2374
19.04 Multilingual/TDD Service. Contractor must always maintain the capability of responding to 2375
telephone calls in English, Spanish, Mandarin, Vietnamese, and such other languages as City may direct. 2376
Contractor must always maintain the capability of responding to telephone calls through Telecommunications 2377
Device for the Deaf (TDD) Services. 2378
19.05 Service Recipient Calls. During office hours, Contractor must maintain a telephone 2379
answering system capable of accepting at least five (5) incoming calls at one time. Contractor must record all 2380
calls including any inquiries, service requests and complaints into a customer service log. 2381
19.05.1 All incoming calls will be answered at the local office or call center within 5 rings. 2382
Any call “on-hold” in excess of 1.5 minutes must have the option to remain “on-hold” or request a “call-back” 2383
from a customer service representative. Contractor’s customer service representatives must return Service 2384
Recipient calls. For all messages left before 3:00 p.m., all “call backs” must be attempted a minimum of one 2385
time prior to 5:00 p.m. on the day of the call. For messages left after 3:00 p.m., all “call backs” must be 2386
attempted a minimum of one time prior to noon the next Work Day. Contractor must make minimum of three 2387
(3) attempts within one (1) Work Day of the receipt of the call. If Contractor is unable to reach the Service 2388
Recipient on the next Work Day, Contractor must send a postcard, email or text, as indicated by the Service 2389
DRAFT AGREEMENT.V1 Page 67 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
Recipient to the Service Recipient on the second Work Day after the call was received, indicating that the 2390
Contractor has attempted to return the call. 2391
Article 20. Contractor Support Services 2392
20.01 Sustainability/Compliance Representative. Contractor will hire staff, including at least two 2393
dedicated full-time Sustainability/Compliance Representatives as of the Commencement Date, to conduct 2394
site visits and provide outreach and education in support of meeting Franchise and CalRecycle Diversion 2395
requirements and to meet State mandates associated with Applicable Law and all amendments and related 2396
subsequent legislation. The Sustainability/Compliance Representatives shall be available as needed to meet 2397
with the City and conduct site visits to implement Recycling and Organics programs in the Service Area at 2398
least four days a week throughout the year. City may request monthly meetings with Contractor to discuss 2399
problems or issues such as Collection or Recycling programs, Billing or Service Recipient service issues, and 2400
day to day operations. City and Contractor agree to meet and confer to reevaluate the ongoing need for two 2401
dedicated full-time Sustainability/Compliance Representatives on or around August 1, 2025. 2402
20.02 Sustainability and Compliance Plan. Contractor, at its own expense, must prepare, submit 2403
and implement an annual (Calendar Year) Sustainability and Compliance Plan (“Plan”), which will guide 2404
Contractor’s staffs’ work efforts. This Plan will include measures to meet diversion targets, increase diversion, 2405
and increase participation of Service Recipients in recycling and organics diversion programs, and should 2406
target certain Recyclable Materials or “problem” areas, including recycling and organics sorting and 2407
contamination, within Contractor’s Service Area where improvements can be maximized. Planned outreach 2408
and education services, and outreach materials should be included as part of the Plan and updated annually. 2409
Targets of outreach should be based on local trends and recycling patterns from data obtained by both the 2410
City and Contractor. Contractor will maintain current and state-of-the-art public outreach and education 2411
services throughout the term of this Agreement by providing outreach materials to Service Recipients 2412
electronically (via email and social media). Contractor must submit first year draft Plan to the City prior to the 2413
Commencement Date and by July 1st each year thereafter for the term of the Agreement. City shall review 2414
and provide revisions to draft Plan within thirty (30) days of receipt. Contractor must revise and submit final 2415
Plan to City by September 1, 2023 for first year and then each year thereafter for the term of the Agreement. 2416
Contractor’s Plan is provided in Exhibit 10. The Sustainability and Compliance Plan must include the 2417
following: 2418
20.02.1 City-Specific Website. Contractor shall maintain a City-specific website that fully 2419
explains the Contractor’s current services and rates, the diversion options available, and allows Service 2420
Recipients to submit service changes, inquiries, complaints or queries. The website must describe and 2421
promote the use of the available Recyclable Materials and Organics services. Contractor’s local website 2422
must provide information specific to the City’s programs. Contractor will ensure that information provided on 2423
the website is maintained and up-to-date. Content will include proper container set out, educational 2424
materials, newsletters and program descriptions. Website shall be in English, Spanish, Mandarin, and 2425
Vietnamese. 2426
20.02.2 Recycling Resources. Contractor shall maintain accurate list of recyclable materials 2427
on its website, and promote proper recycling to all Service Recipients. Contractor shall consult, collaborate, 2428
DRAFT AGREEMENT.V1 Page 68 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
and coordinate its recycling outreach and educational materials and activities with the City and incorporate 2429
the City’s input on the Contractor’s recycling resources and programs. 2430
20.02.3 School Education and Outreach. Contractor shall develop and utilize a program to 2431
educate on proper recycling that offers tools to assist with proper recycling for all ages. Educational 2432
information should include brochures, school resources such as recycling curriculums, kid’s activity flyers, 2433
posters, myth busters, and recycling art activities. Contractor shall develop and distribute educational 2434
material, and conduct onsite outreach annually to all school campuses in the franchise area. Materials must 2435
be approved by City before distribution. Examples include: Recyclable Materials list, Recycling tips, battery 2436
and bulb education, Food Waste collection and donation, and HHW education. Educational material shall 2437
be distributed to campuses by mail and/or in person on or before September 30th annually, and site visits 2438
must be completed by November 30th. 2439
20.02.4 MORe Compliance Notices. Contractor shall send Mandatory Organics Recycling 2440
(MORe) compliance notices quarterly to all eligible Commercial entities and MFDs/MXDs that do not 2441
subscribe to Organic Waste Collection Service with the Contractor, and/or do not provide an alternate 2442
method for Diverting Organic Waste, in conformance with Applicable Law, including SB 1383 and AB 1826. 2443
These notices shall also notify businesses of requirements under AB 827. Contractor shall mail notifications 2444
quarterly on or before the last day of the month following the end of the quarter. 2445
20.02.5 MCR Compliance Notices. Contractor shall send Mandatory Commercial Recycling 2446
(MCR) compliance notices quarterly to all eligible Commercial entities and MFD’s that do not subscribe to 2447
recycling collection service with the Contractor, and/or do not provide an alternate method for diverting 2448
recyclable materials, in conformance with AB 341. These notices shall also notify businesses of 2449
requirements under AB 827. Contractor shall mail notifications quarterly on or before the last day of the 2450
month following the end of the quarter. 2451
20.02.6 MORe Site Visits. Contractor shall conduct site visits to all eligible Commercial 2452
entities and MFDs/MXDs once per year for the first three years and thereafter every other year for 2453
businesses that subscribe to Organics Collection Service and every year for businesses that do not 2454
subscribe to organics collection service in conformance with SB 1383 and AB 1826. Contractor shall conduct 2455
visits on or before June 30th. 2456
20.02.7 MCR Site Visits. Contractor shall conduct site visits to all eligible Commercial 2457
entities and MFDs/MXDs once per year for the first three years and thereafter every other year for 2458
businesses that subscribe to Recycling Collection Service and every year for businesses do not subscribe 2459
to Recycling Collection Service with the Contractor. Contractor shall conduct visits on or before June 30th. 2460
20.02.8 Waste Audits. Contractor shall complete Recycling and Solid Waste audits for 2461
twenty (20) Commercial or MXD Service Recipients per month and provide recommendations to customers 2462
on how to improve overall resource efficiency. 2463
20.02.9 Compliance Reporting. Contractor shall report contaminations and overage issues 2464
via the City’s Waste Reporting System. 2465
DRAFT AGREEMENT.V1 Page 69 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
20.02.10 Right-sizing Containers. Contractor must right-size Collection Containers to 2466
maximize diversion from SFD, MFD, MXD and Commercial Service Recipients. 2467
20.02.11 Education and Outreach Materials. Contractor must implement public education 2468
and outreach in conformance with Applicable Law and in coordination with the City. Contractor shall attend 2469
public events and host booths to promote recycling education and awareness. Contractor will work with City 2470
to identify which special events will be attended. Contractor, together with City, shall work with local media 2471
to ensure information on new programs, events, recycling, organics etc. is communicated to the community. 2472
Contractor shall use a variety of options such as local paper, news, websites, social media, Homeowners 2473
Associations, schools and civic groups to distribute information and education about City solid waste and 2474
recycling programs, and events. Contractor shall distribute educational material to Service Recipients a 2475
minimum of once a quarter by mail or electronically. All educational and outreach materials shall be provided 2476
in English, Vietnamese, Chinese, and Spanish Languages. These materials should include tips on recycling 2477
properly, use of organics containers, composting, battery and electronics education, prevention of 2478
contamination issues, proper Collection Container placement, resource information, and HHW education. 2479
20.02.12 Service Recipient Personnel Training. Contractor shall advise and educate 2480
appropriate personnel (management, employees, janitors, etc.) at MFD/MXD and Commercial Service Units 2481
on methods and recommendations to increase recycling and decrease landfilling including best practices for 2482
recycling, waste reduction and availability and use of in-house recycling containers. 2483
20.02.13 Available Services Notice and Information. At least annually Contractor must 2484
publish and distribute (by mail or electronically) a notice to all Service Units regarding the full range of 2485
services offered. The notice must contain at a minimum (i) definitions of the materials to be Collected, (ii) 2486
procedures for setting out materials, (iii) the days when Garbage Integrated Solid Waste Handling Services, 2487
Recycling Services, and Organic Waste Integrated Solid Waste Handling Services will be provided, (iv) 2488
Contractor’s local customer service phone number, (v) instructions on the proper filling of Containers, (vi) 2489
instructions as to what materials may or may not be placed in Recyclable Materials or Organic Waste 2490
Containers, (vii) how to select Container sizes to maximize diversion, (viii) participation in Recycling and 2491
Organic Waste programs, (ix) the fees for overage and Contamination in the event of non-compliance, (x) 2492
the availability of on-premises Integrated Solid Waste Handling Services, including the availability of no-2493
charge on-premises Integrated Solid Waste Handling Services for qualified persons, (xi) Bulky Waste 2494
Integrated Solid Waste Handling Services, (xii) the dates and locations of Neighborhood Cleanup days, and 2495
(xiii) the dates and locations of Free Large Item Drop-off days. The notice must be provided in English, and 2496
other languages as directed by the City, and must be distributed by Contractor no later than February 1st of 2497
each year. 2498
20.02.14 Approach to Meeting City’s Diversion Requirements. Contractor must document 2499
approach to meeting City’s diversion requirements by specific diversion program type (SFD, MFD, 2500
Commercial, Recyclable Material, Organic Waste, Bulky Waste, etc.) and must be tied to both specific and 2501
public education programs. This must include an implementation schedule showing the specific programs 2502
and tasks, milestones, and time frames for meeting the diversion requirements. 2503
DRAFT AGREEMENT.V1 Page 70 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
20.02.15 Tonnage Table. Contractor must provide as part of the Plan, a tonnage table 2504
segregated by SFD, MFD, MXD, Commercial, and Additional Services that estimates tonnages for 2505
Recyclable Material and Organic Waste delivered and processed, and the estimated residual tonnages for 2506
each calendar year of the Franchise Agreement. 2507
20.02.16 Environmental Stewardship. Contractor must describe all environmental 2508
management policies and activities related to the solid waste collection service, including the use of 2509
alternative fuel vehicles, reduction of air emissions and wear and tear on the City’s streets, use of recycled 2510
products throughout operations, internal waste reduction and reuse protocol, water and resource 2511
conservation activities within facilities (design, construction and operation), compliance with laws governing 2512
e-waste, HHW, and u-waste, and use of non-toxic products when possible. 2513
20.03 News Media Relations. Contractor will work with local media to ensure information is 2514
communicated to community (new programs, events, recycling information, etc.). Contractor to use options, 2515
such as; local Newspaper, Radio/TV News outlets, Websites and Social Media. Contractor will notify the 2516
Agreement Administrator by e-mail or phone of all requests for news media interviews related to the services 2517
covered under this Franchise Agreement within one (1) Work Day of Contractor’s receipt of the request. When 2518
practicable, before responding to any inquiries involving controversial issues or any issues likely to affect 2519
participation or customer’s perception of services, Contractor will discuss Contractor’s proposed response 2520
with the City Agreement Administrator. 2521
20.04 Annual Recycling Awards. Contractor will recognize outstanding participation in Recycling 2522
and/or Organic Waste programs by identifying “recycling all-stars” for recognition at a City Council meeting 2523
during each November, beginning November 2024. 2524
20.05 News Media Requests. Contractor will notify the Agreement Administrator by e-mail or 2525
phone of all requests for news media interviews related to the services covered under this Agreement within 2526
one (1) Work Day of Contractor’s receipt of the request. When practicable, before responding to any inquiries 2527
involving controversial issues or any issues likely to affect participation or Service Recipient’s perception of 2528
services, Contractor will discuss Contractor’s proposed response with the Agreement Administrator. 2529
20.05.1 Copies of draft news releases or proposed trade journal articles that use the name 2530
of City or relate to the services provided hereunder must be submitted to the Agreement Administrator for 2531
prior review and approval at least five (5) working days in advance of release, except where Contractor is 2532
required by any Applicable Law to submit materials to any regulatory agency in a shorter period of time, in 2533
which case Contractor must submit such materials to City simultaneously with Contractor’s submittal to such 2534
regulatory agency. 2535
20.05.2 Copies of articles resulting from media interviews or news releases that use the 2536
name of City or relate to the services provided hereunder must be provided to the City within five (5) days 2537
after publication. 2538
DRAFT AGREEMENT.V1 Page 71 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
20.06 Acceptable Materials Labeling. Contractor must affix to each Recycling and Organics 2539
Collection Container a sticker that clearly lists Acceptable materials to be placed in these containers. Stickers 2540
must be replaced annually and include any updates in the list of Acceptable materials (Exhibit 12). 2541
20.07 Edible Food Recovery Support. At no cost to the City, Contractor must provide support to 2542
the City’s Edible Food Recovery program as required under SB 1383. Contractor support may include 2543
educating commercial edible food generators, providing records of site visits, conducting education efforts, 2544
and providing lists of food recovery organizations. Contractor will assist the City in conducting Food Waste 2545
and Green Waste surveys and diversion programs by providing accurate and timely service data, conducting 2546
site visits, and distributing materials. 2547
20.08 Programs and Services. Contractor must provide additional educational and outreach 2548
services and programs as requested by City at a price to be mutually agreed upon between the Contractor 2549
and the Agreement Administrator. In the event Contractor and the Agreement Administrator cannot reach a 2550
mutually agreed upon price for the requested service or program, City has the right to procure the service of 2551
other vendors or contractors to provide the requested service. 2552
20.09 Operations Plans. Contractor must adhere to the Transition Plan included as Exhibit 5, 2553
Customer Service Plan included as Exhibit 7, and Collection Service Operations Plan included as Exhibit 8 2554
that present the specific collection and processing programs that will be implemented in the City. 2555
Article 21. Emergency Service 2556
21.01 Revised Services During an Emergency. In the event of a major storm, earthquake, fire, 2557
flood, tornado, other natural or man-made disaster, or other such emergency event (collectively “Emergency 2558
Event), the Agreement Administrator may grant the Contractor a variance from regular routes and schedules, 2559
which will not be withheld unreasonably. As soon as practicable after such Emergency Event, Contractor 2560
must advise the Agreement Administrator when it is anticipated that normal routes and schedules can be 2561
resumed. The Agreement Administrator will try through the local news media to inform the public when regular 2562
services may be resumed. The clean-up from some Emergency Events may require that Contractor hire 2563
additional equipment, employ additional personnel, or work existing personnel on overtime hours to clean 2564
debris resulting from the event. Contractor will receive additional compensation, above the normal 2565
compensation contained in this Agreement, to cover the costs of rental equipment, additional personnel, 2566
overtime hours and other documented expenses based on the rates set forth in Exhibit 1 provided Contractor 2567
has first secured written authorization and approval from City through the Agreement Administrator. City will 2568
be given equal priority and access to resources as with other franchise jurisdictions held by Contractor or its 2569
affiliates. 2570
21.02 Emergency Event Planning . Within sixty (60) days from a request by City, Contractor shall 2571
prepare a draft Emergency Event plan that sets forth procedures for maintaining regular Collection service 2572
and Collection of debris following an Emergency Event. The Emergency Event plan shall address 2573
arrangements to provide needed vehicles and personnel, priorities for cleanup at critical facilities, and 2574
procedures for reimbursement for costs, describe communication plans, list key contact persons, and provide 2575
maps showing proposed sites for stockpiling of disaster debris that cannot be transported to the landfill. 2576
DRAFT AGREEMENT.V1 Page 72 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
Contractor shall coordinate the plan with City’s emergency service teams. The draft plan shall be presented 2577
to the City Manager for consideration and approval. The final plan shall be distributed to those employees of 2578
Contractor and City who would have a role in implementing upon the occurrence of an Emergency Event. 2579
21.03 Emergency Event Recovery Support. In the event of an Emergency Event, Contractor 2580
agrees to provide recovery support upon request by Agreement Administrator. This may include additional 2581
hauling of debris, special handling such as wrapping waste in plastic (i.e., “burrito wrapping”), temporary 2582
storage of debris where feasible, additional disposal, use of different transfer and disposal facilities, and 2583
documentation of debris type, weight, and diversion. Contractor should follow protocol laid out in the County’s 2584
Operational Area Mass Debris Management Plan (Annex to the Operational Area Emergency Response Plan) 2585
and any subsequent County or City Disaster Debris Plans, as applied to solid waste hauling and handling. 2586
Article 22. Record Keeping and Reporting Requirements 2587
22.01 Record Keeping. Notwithstanding Article 47 herein: 2588
22.01.1 Accounting Records. Contractor must maintain full, complete and separate 2589
financial, statistical and accounting records, pertaining to cash, billing, and provisions of all Integrated Solid 2590
Waste Handling Services, prepared on an accrual basis in accordance with generally accepted accounting 2591
principles. Such records will be subject to audit, copy, and inspection for the purposes set forth in Section 2592
17.02.3. Gross Revenues derived from provision of the Integrated Solid Waste Handling Services, whether 2593
such services are performed by Contractor or by a subcontractor or subcontractors, will be recorded as 2594
revenues in the accounts of Contractor. The Contractor shall keep and preserve, during the Term of this 2595
Agreement, and for a period of not less than four (4) years following expiration or other termination hereof, 2596
full, complete and accurate records, including all cash, billing and disposal records, as indicated in the 2597
Agreement. 2598
22.01.1.1 City reserves the right to request audited, reviewed, or compiled 2599
financial statements prepared by an independent Certified Public Accountant, or as may be provided by 2600
Contractor or its parent company. In the event that Contractor does not maintain separate financial or 2601
accounting records prepared specifically for services provided under this Agreement, Contractor may use 2602
industry standard allocation methods to provide financial information as applicable to the service provided 2603
under this Agreement. 2604
22.01.2 Agreement Materials Records. Contractor must maintain records of the quantities 2605
of (i) Residential, MFD, MXD and Commercial Solid Waste Collected and disposed under the terms of this 2606
Agreement, (ii) Recyclable Materials, by type, Collected, purchased, processed, sold, donated or given for 2607
no compensation, and residue disposed under the terms of this Agreement, and (iii) Organic Waste by type, 2608
Collected, purchased, processed, sold, donated or given for no compensation, and residue disposed under 2609
the terms of this Agreement 2610
22.01.3 Other Records. Contractor must maintain all other records reasonably related to 2611
provision of Integrated Solid Waste Handling Services, whether or not specified in this Agreement. 2612
DRAFT AGREEMENT.V1 Page 73 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
22.01.4 Failure to Report. The refusal of Contractor to file any of the reports required, or 2613
the inclusion of any materially false or misleading statement or representation made knowingly by Contractor 2614
in such report, shall be deemed a material breach of this Agreement and shall subject Contractor to all 2615
remedies, legal or equitable, which are available to City under this Agreement or otherwise. 2616
22.01.5 Report Format. All reports to be submitted in a format approved by the City, 2617
including electronic data submission in the City’s Waste Reporting System and in a format specified by the 2618
City. 2619
22.02 Quarterly Reporting. 2620
22.02.1 General. Quarterly reports must be submitted no later than 5 p.m. PT on the last 2621
day of the month following the end of Quarter in which the receipts are collected and must be provided 2622
electronically using software acceptable to the City. If the last day of the month falls on a day that City is 2623
closed or a holiday, then the report will be due on the next business day. Failure to submit complete quarterly 2624
reporting by the due date will result in penalties as specified in Exhibit 6. 2625
22.02.2 City Reports. Quarterly reports to City must include: 2626
22.02.2.1 Quarterly Payment Reporting. The payment report must include 2627
an accounting of Contractor’s Gross Revenues received during the preceding Quarter, and the calculated 2628
Franchise Fee and Marketing and Sales of Recyclable Materials Payment. 2629
22.02.2.2 Franchised Tonnage and Service Data. Contractor must report the 2630
number of unique SFD and MFD accounts serviced, the number of unique Commercial, MXD, and City 2631
accounts serviced, tonnage of Garbage, Recyclable Materials and Organic Waste collected and processed 2632
for diversion broken down by Container type, Residual amounts from Recycling and Organic Waste 2633
Diversion operations that are landfilled. Quantities should be broken down by SFD, MFD, MXD, 2634
Commercial, and City Service Integrated Solid Waste Handling Services. MXD properties must have 2635
tonnage assigned appropriately to Residential and Commercial generators. 2636
22.02.2.3 Overweight Vehicle Reporting. The quarterly report must include 2637
a summary total of all instances of overweight Collection Vehicles. This summary must include the number 2638
of overweight vehicle instances expressed as a percentage of the total number of Collection Vehicle loads 2639
transported during the reported quarter. 2640
22.02.2.4 Non-Collection. The quarterly report must include a summary of 2641
each Service Unit receiving a Non-Collection Notice in the previous quarter along with a description for the 2642
Non-Collection Notice. 2643
22.02.2.5 On-hold. The quarterly report must include each Service Unit that 2644
was not billed in the previous quarter due to vacation hold, vacancy etc. 2645
22.02.2.6 Collection Overage Charges. The quarterly report must include 2646
each Service Unit incurring a charge for a Solid Waste Overage in the previous quarter. 2647
DRAFT AGREEMENT.V1 Page 74 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
22.02.2.7 Contamination Reporting. To the extent required by Applicable 2648
Law, the quarterly report must include a summary of all instances of qualifying contamination under the 2649
procedures in Section 5.08. This summary must include the total number of accounts where contamination 2650
occurred, the total number of Contamination Violation Notices issued by Contractor to Service Recipients, 2651
a list of accounts where such notices occurred, and the total number of instances where Collection 2652
Container size or Collection frequency was increased specifically due to contamination. Within twenty (20) 2653
Work Days of request by City, Contractor will provide copies of the Contamination Violation Notices and 2654
the digital documentation of contamination. 2655
22.02.2.8 Service Recipient Complaint Log. The quarterly report must 2656
include the Service Recipient call log collected from the previous quarter. 2657
22.03 Annual Reporting. 2658
22.03.1 General. An annual report must be submitted no later than 5 p.m. PT on January 2659
31, 2024 and each January 31st thereafter for the previous Calendar Year. If January 31st falls on a day that 2660
City is closed, then the report will be due on the next business day. Annual reports must be submitted 2661
electronically in software acceptable to the City. Failure to submit complete annual reporting by the due date 2662
will result in penalties as specified in Exhibit 6. Annual reports to City must include: 2663
22.03.1.1 Financial Statements. Contractor must submit annual financial 2664
statements for the local operation. Statements need not be reviewed or audited statements. 2665
22.03.1.2 Annual Sustainability and Compliance Report. Contractor must 2666
complete and submit data sections within their Sustainability and Compliance Plan to document education 2667
and outreach conducted, public event participation, school visits, compliance notices mailed, site visits, 2668
waste audits completed, information distributed, and media used, and community events hosted. This must 2669
include public education activities undertaken during the year, including distribution of bill inserts, collection 2670
notification tags, community information and events, tours and other activities related to the provision of 2671
Integrated Solid Waste Handling Services, and must discuss the impact of these activities on recycling 2672
program participation and include amounts collected from SFD, MFD, MXD, Commercial, and City Service 2673
Units. The report should include a complete list of all non-exempt commercial accounts, which includes 2674
each non-exempt account’s status as a “covered generator” under AB 341, AB 1826 and SB 1383, the date 2675
and status of Contractor’s outreach efforts at each non-exempt account, and the current level of Recycling 2676
and Organics program participation at each non-exempt account. 2677
22.03.1.3 Summary of Programs. An analysis of any Recycling and Organic 2678
Waste Collection, processing and marketing issues or conditions (such as participation, setouts, 2679
contamination, etc.) and possible solutions, discussed separately for Residential and Commercial 2680
programs. 2681
22.03.1.4 Solid Waste Data. The number of SFD, MFD, MXD, Commercial, 2682
and City Service Units and the number of Collection Containers distributed by size and Service Unit type. 2683
DRAFT AGREEMENT.V1 Page 75 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
22.03.1.5 Waste Characterization Data. A breakdown of Solid Waste 2684
(Garbage, Recycling, and Organics) by material type as per CalRecycle material classifications. 2685
22.03.1.6 Recycling Data. Gross tons Collected daily on average by material 2686
type by route for SFD, MFD, MXD, Commercial, and City Recycling service, with map of routes. The 2687
average participation rates by quarter relative to the total number of Service Units by Service Unit type. 2688
Indicate, by material type (and grade where appropriate), annual totals of Recyclable Materials processed 2689
including facility name and location, average cost or price received per ton and total recycling cost or 2690
revenue received for the year. Indicate any quantities, by material type, donated or otherwise disbursed 2691
without compensation. Indicate number of Recycling Collection Containers distributed by size and Service 2692
Unit type. Also provide annual totals and location for residue disposed. 2693
22.03.1.7 Organic Waste Data. Include average daily gross tons Collected 2694
by route, separated by Green Waste and Food Waste, with map of routes. Include the total number of 2695
generators that receive each type of Organic Waste Collection Service provided by the Contractor. Indicate 2696
average daily number of set-outs by route. Indicate average participation rates relative to the total number 2697
of Service Units in terms of weekly set-out counts. Indicate number of Organic Waste Collection Containers 2698
distributed by size and Service Unit type. Indicate, by material type, annual totals of Organic Materials 2699
processed including facility name and location, average cost or price received per ton and total organics 2700
cost or revenue received for the year. Provide totals and location for Residue Disposed. Include the number 2701
of route reviews conducted for prohibited contaminants and the number of Non-Collection Notices issued 2702
to Service Recipients. 2703
22.03.1.8 Customer Service Log. A copy of the customer service log, 2704
including a summary of the type and number of complaints and their resolution. Copies of a written record 2705
of all calls related to missed pickups and responses to such calls. 2706
22.03.1.9 Customer Service Information Sheet. A copy of Contractor’s most 2707
recent Customer Service Information Sheet (i.e., customer call center “cheat sheet”) for the City or the 2708
equivalent information used by customer service representatives. 2709
22.03.1.10 Overweight Vehicle Data. A summary of all instances of 2710
overweight Collection Vehicles. This summary must also include the number of overweight vehicle 2711
instances as a percentage of the total number of Collection Vehicle loads transported during the Calendar 2712
Year. 2713
22.03.1.11 Summary Narrative. A summary narrative of problems 2714
encountered with Collection and processing activities and actions taken. Indicate type and number of Non-2715
Collection Notices left at Service Recipient locations. Indicate instances of property damage or injury, 2716
significant changes in operation, market factors, publicity conducted, needs for publicity. Include description 2717
of processed material loads rejected for sale, reason for rejection and disposition of load after rejection. 2718
22.03.1.12 Collection Container and Vehicle Inventory. An updated complete 2719
inventory of Collection Containers by type and size, and an updated complete inventory of Collection 2720
DRAFT AGREEMENT.V1 Page 76 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
Vehicles including for each vehicle: truck number, route number, date purchased, vehicle type, tare weight, 2721
license plate number, fuel type and vehicle make and model. 2722
22.03.1.13 Diversion Rate. Contractor must provide documentation 2723
acceptable to City in its reasonable judgment stating and supporting the Calendar Year’s Franchise 2724
Diversion Rate, as calculated in accordance with the provisions of Article 8. Any tonnages diverted and 2725
disposed from large venues and events during the reporting period will be counted towards the calculated 2726
diversion rate. 2727
22.03.1.14 AB 341, AB 1826, and SB 1383 Compliance Data. Contractor 2728
must report the total number of Commercial and MFD/MXD Service Units serviced and the number of 2729
containers, container sizes and frequency of collection for Garbage, Recyclable Materials and Organic 2730
Waste for each non-exempt Commercial and MFD/MXD Service Unit. Contractor must also provide the 2731
following information separately for both AB 341 and AB 1826: 2732
22.03.1.15 The total number of non-exempt Commercial, MFD, and MXD 2733
Service Units that fall under the AB 341 or AB 1826 thresholds, and the total number of those non-exempt 2734
Commercial, MFD, and MXD Service Units that are not subscribed to Commercial, MFD, or MXD Recycling 2735
Collection Service or Commercial, MFD, or MXD Organics Collection Service. 2736
22.03.1.16 A summary of the type of follow-up outreach that was provided to 2737
those non-exempt Commercial, MFD, and MXD Service Units that are not subscribed to Commercial, MFD, 2738
or MXD Recycling Collection Service or Commercial, MFD, or MXD Organics Collection Service. 2739
22.03.1.17 Contractor shall provide proof of training records for Service 2740
Recipient personnel, emergency procedures, Customer Service Courtesy, and how to recognize Illicit 2741
Discharges and stormwater pollution sources. 2742
22.04 Diversion Calculation and Data. By 5 p.m. PT on February 14 and annually thereafter 2743
during the term of this Agreement, Contractor must deliver to City, in the format specified by City, the Calendar 2744
Year’s Franchised Diversion Rate, as calculated in accordance with the provisions of Article 8. Any tonnages 2745
Diverted and disposed from large venues and events during the reporting period will be counted towards the 2746
calculated Diversion rate. 2747
22.05 CalRecycle Reports. Contractor will provide reasonable assistance to City in preparing 2748
annual reports to CalRecycle (the “Electronic Annual Report” or EAR), including but not limited to supplying 2749
required data for preparation of the reports, and completing all required data input in the Waste Reporting 2750
System. 2751
22.05.1 In the event that CalRecycle requires City to report an Implementation Schedule to 2752
comply with AB 341, AB 1826, SB 1383, SB 1594 and other Applicable Laws, Contractor will provide 2753
assistance to City in preparing a report, including Contractor’s policies and procedures related to compliance 2754
with AB 341, AB 1826, SB 1383, and other Applicable Laws and how Recyclable Materials or Organic Waste 2755
are collected, a description of the geographic area, routes, list of addresses served and a method for tracking 2756
DRAFT AGREEMENT.V1 Page 77 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
contamination, copies of route audits, copies of notice of contamination, copies of notices, violations, 2757
education and enforcement actions issued, and copies of educational materials, flyers, brochures, 2758
newsletters, website, and social media. 2759
22.06 Waste Characterization Audit. Contractor must conduct statistically-valid waste audits of 2760
Residential and Commercial Service Recipients’ waste once annually, including Recycling, Garbage, and 2761
Organic Waste, and provide characterization data to the City as part of its Annual Report (Section 22.03). 2762
Material types and guidance should follow CalRecycle requirements and/or recommendations. 2763
22.07 Additional Reporting. Contractor must furnish City with any additional reports as may 2764
reasonably be required, such reports to be prepared within a reasonable time following the reporting period. 2765
Article 23. Nondiscrimination 2766
23.01 Nondiscrimination. In the performance of all work and services under this Agreement, 2767
Contractor may not discriminate against any person based on such person’s race, sex, gender, gender 2768
identity, color, national origin, religion, marital status or sexual orientation. Contractor must comply with all 2769
applicable local, State and Federal laws and regulations regarding nondiscrimination, including those 2770
prohibiting discrimination in employment. 2771
Article 24. Service Inquiries and Complaints 2772
24.01 Contractor’s Customer Service. All service inquiries and complaints will be directed to 2773
Contractor. A representative of Contractor must be available to receive the complaints during normal business 2774
hours. Contractor is required to use the City’s Resident Service Center (RSC) or any customer Relationship 2775
Management System put in place by the City in the future for handling of customer complaints received by 2776
the City for hauling, illegal dumping, and any other services under this Agreement. Contractor must participate 2777
in mandatory RSC training before using system and at least annually thereafter. Customer Service training 2778
shall include Service Recipient courtesy, shall prohibit the use of loud or profane language, and shall instruct 2779
Collection crews to perform the work quietly. Contractor shall use its best efforts to assure that all employees 2780
present a neat appearance and conduct themselves in a courteous manner. All service complaints will be 2781
handled by Contractor in a prompt and efficient manner. RSC cases must be addressed and resolved within 2782
three (3) Work Days. In the case of a dispute between Contractor and a Service Recipient, the matter will be 2783
reviewed, and a decision made by the Agreement Administrator. 2784
24.01.1 Contractor will utilize the Customer Service Log to maintain a record of all inquiries 2785
and complaints in a manner prescribed by City. 2786
24.01.2 For those complaints related to missed Collections, where Containers are properly 2787
and timely set out, that are received by 12:00 noon on a Work Day, Contractor will return to the Service Unit 2788
address and Collect the missed materials before leaving the Service Area for the day. For those complaints 2789
related to missed Collections that are received after 12:00 noon on a Work Day, Contractor will have until 2790
the end of the following Work Day to resolve the complaint. For those complaints related to repair or 2791
replacement of Collection Containers, the appropriate Sections of this Agreement will apply. 2792
DRAFT AGREEMENT.V1 Page 78 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
24.01.3 Contractor agrees that it is in the best interest of City that all Garbage, Recyclable 2793
Materials, and Organic Waste be collected on the scheduled Collection day. Accordingly, missed Collections 2794
will normally be Collected as set forth above regardless of the reason that the Collection was missed. 2795
However, in the event a Service Recipient requests missed Collection service more than two (2) times in 2796
any consecutive two (2) month period the Agreement Administrator will work with Contractor to determine 2797
an appropriate resolution to that situation. In the event Contractor believes any complaint to be without merit, 2798
Contractor will notify the Agreement Administrator, by e-mail. The Agreement Administrator will investigate 2799
all disputed complaints and render a decision. 2800
24.01.4 Contractor’s service and emergency telephone numbers must be accessible by a 2801
local (City) phone number or toll-free number. The service telephone number(s) must be listed in the area’s 2802
telephone directories under Contractor’s name in the White Pages and available through an online search 2803
and listed on the Contractor’s website. 2804
Article 25. Quality of Performance of Contractor 2805
25.01 Intent. Contractor acknowledges and agrees that one of City’s primary goals in entering 2806
into this Agreement is to ensure that the Integrated Solid Waste Handling Services are of the highest caliber, 2807
that Service Recipient satisfaction remains at the highest level, that maximum diversion levels are achieved, 2808
and that materials Collected are put to the highest and best use to the extent possible. 2809
25.02 Administrative Charges and Penalties. Quality performance by the Contractor is of primary 2810
importance. In respect of this, Contractor agrees to pay City administrative charges and penalties as detailed 2811
in Exhibit 6 should Contractor fail to meet its responsibilities under this Agreement. Should Contractor be in 2812
breach of the requirements set forth in this Agreement, it is mutually understood and agreed that the public 2813
will necessarily suffer damages and that such damages, from the nature of the default in performance will be 2814
extremely difficult and impractical to fix. City finds, and the Contractor agrees, that as of the time of the 2815
execution of this Agreement, it is impractical, if not impossible, to reasonably ascertain the extent of damages 2816
which will be incurred by City as a result of a breach by Contractor of its obligations under this Agreement. 2817
The factors relating to the impracticability of ascertaining damages include, but are not limited to, the fact that: 2818
(i) substantial damage results to members of the public who are denied services or denied quality or reliable 2819
service; (ii) such breaches cause inconvenience, anxiety, frustration and deprivation of the benefits of this 2820
Agreement to individual members of the general public for whose benefit this Agreement exists, in subjective 2821
ways and in varying degrees of intensity which are incapable of measurement in precise monetary terms; (iii) 2822
services might be available at substantially lower costs than alternative services, and the monetary loss 2823
resulting from denial of services or denial of quality or reliable services is impossible to calculate in precise 2824
monetary terms; and (iv) the termination of this Agreement for such breaches, and other remedies are, at 2825
best, a means of future correction and not remedies which make the public whole for past breaches. 2826
25.03 Procedure for Review of Administrative Charges. The Agreement Administrator may 2827
assess administrative charges and penalties as specified in Exhibit 6 pursuant to this Agreement quarterly. 2828
At the end of each quarter during the term of this Agreement, the Agreement Administrator will issue a written 2829
notice to Contractor (“Notice of Assessment”) of the administrative charges assessed and the basis for each 2830
assessment. 2831
DRAFT AGREEMENT.V1 Page 79 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
25.03.1 The assessment will become final unless, within ten (10) calendar days of the date 2832
of the notice of assessment, Contractor provides a written request for a meeting with the City Manager to 2833
present evidence that the assessment should not be made. 2834
25.03.2 The Agreement Administrator will schedule a meeting between Contractor and the 2835
City Manager as soon as reasonably possible after timely receipt of Contractor’s request. 2836
25.03.3 The City Manager will review Contractor’s evidence and render a decision 2837
sustaining or reversing the administrative charges as soon as reasonably possible after the meeting. Written 2838
notice of the decision will be provided to Contractor. 2839
25.03.4 In the event Contractor does not submit a written request for a meeting within ten 2840
(10) calendar days of the date of the Notice of Assessment, the Agreement Administrator’s determination 2841
will be final. 2842
25.03.5 City’s assessment or collection of administrative charges will not prevent City from 2843
exercising any other right or remedy, including the right to terminate this Agreement, for Contractor’s failure 2844
to perform the work and services in the manner set forth in this Agreement. 2845
25.04 Uncontrollable Circumstances. 2846
25.04.1 If either party is prevented from or delayed in performing its duties under this 2847
Agreement by circumstances beyond its control, whether or not foreseeable, including, without limitation, 2848
acts of terrorism, landslides, lightning, forest fires, storms, floods, severe weather, freezing, earthquakes, 2849
other natural or man-made disasters, the threat of such natural or man-made disasters, pandemics (or threat 2850
of same), quarantines, civil disturbances, acts of the public enemy, wars, blockades, public riots, strikes, 2851
lockouts, or other labor disturbances, acts of government or governmental restraint or other causes, whether 2852
of the kind enumerated or otherwise, that are not reasonably within the control of the affected party, then the 2853
affected party will be excused from performance hereunder during the period of such disability. 2854
25.04.2 The party claiming excuse from performance must promptly notify the other party 2855
when it learns of the existence of such cause, including the facts constituting such cause, and when such 2856
cause has terminated. 2857
25.04.3 The interruption or discontinuance of services by a party caused by circumstances 2858
outside of its control will not constitute a default under this Agreement. 2859
Article 26. Performance Bond 2860
26.01 Performance Bond. Within ten (10) Business Days from the date the City Council approves 2861
this Agreement, Contractor must furnish to City, and keep current, a performance bond, or irrevocable letter 2862
of credit (hereinafter collectively “Performance Bond”), issued or drawn upon a surety, bank or financial 2863
institution reasonably acceptable to City and in a form acceptable to the City Attorney, for the faithful 2864
performance of this Agreement and all obligations arising hereunder in an amount as follows: 2865
DRAFT AGREEMENT.V1 Page 80 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
26.01.1 From August 1, 2023, and so long as this Agreement or any extension thereof 2866
remains in force, Contractor must maintain a performance bond in the amount of one million dollars 2867
($1,000,000). 2868
26.01.1.1 The performance bond must be executed by a surety company 2869
licensed to do business in the State of California; having an "A-" or better rating by A. M. Best or Standard 2870
and Poor’s; and included on the list of surety companies approved by the Treasurer of the United States. 2871
26.01.1.2 In the event City draws on the bond, all of City’s costs of collection 2872
and enforcement of the Bond, including reasonable attorney’s fees and costs, must be paid by Contractor. 2873
26.01.1.3 The Performance Bond must be renewed annually for the entire 2874
term of the Agreement and evidence must be provided to City annually. 2875
26.01.1.4 In the event Contractor shall for any reason (except as otherwise 2876
provided in this Agreement) become unable to, or fail in any way, to perform as required by this Agreement, 2877
City may declare a portion or all of the Performance Bond, as may be necessary to recompense and make 2878
whole the City, forfeited to the City. Upon partial or full forfeiture of the Performance Bond, Contractor shall 2879
restore the Performance Bond to its original amount within thirty (30) days of the City’s notice to do so. 2880
Failure to restore the Performance to its full amount within thirty (30) days shall be a material breach of this 2881
Agreement. 2882
Article 27. Insurance 2883
27.01 Insurance Policies. Contractor must secure and maintain throughout the term of this 2884
Agreement insurance against claims for injuries to persons or damages to property which may arise from or 2885
in connection with Contractor’s performance of work or services under this Contract. Contractor’s 2886
performance of work or services includes performance by Contractor’s employees, agents, representatives 2887
and subcontractors. 2888
27.02 Minimum Insurance Requirements. 2889
27.02.1 General Liability Insurance. Contractor shall maintain commercial general liability 2890
insurance with coverage at least as broad as Insurance Services Office Form CG 00 01, in an amount not 2891
less than $5,000,000 per occurrence, $10,000,000 general aggregate, for bodily injury, personal injury, and 2892
property damage. The policy must include contractual liability that has not been amended. Any endorsement 2893
restricting standard ISO “insured contract” language will not be accepted. 2894
27.02.2 Automobile Liability Insurance. Contractor shall maintain automobile insurance at 2895
least as board as Insurance Services Office Form CA 00 01 covering bodily injury and property damages for 2896
all activities of the Contractor arising out of or in connection with Work to be performed under this Agreement 2897
including any owned, hired, non-owned, or rented vehicles, in an amount not less than $10,000,000 2898
combined single limit for each accident. 2899
DRAFT AGREEMENT.V1 Page 81 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
27.02.3 Umbrella or Excess Liability Insurance. Contractor shall obtain and maintain an 2900
umbrella liability insurance policy with limits that will provide bodily injury, personal injury, and property 2901
damage liability coverage, including commercial general liability, automobile liability, and employer’s liability. 2902
Such policy or policies shall include the following terms and conditions: 2903
• A drop-down feature requiring the policy to respond if any primary insurance that 2904
would otherwise have applied proves to be uncollectible in whole or in part for any 2905
reason, other than bankruptcy or insolvency of said primary insurer; 2906
• “Pay on behalf of” working as opposed to “reimbursement”; 2907
• Concurrency of effective dates with primary policies. 2908
Should Contractor obtain and maintain an excess liability policy, such policy shall be excess over 2909
commercial general liability, automobile liability, and employer’s liability policies. Such policy or policies 2910
shall include working that the excess liability policy follows the terms and conditions of the underlying 2911
policies. 2912
27.02.4 Workers’ Compensation and Employers Liability: Workers’ Compensation limits as 2913
required by the California Labor Code and Employers Liability limits of $3,000,000 per accident. Contractor 2914
shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of 2915
Agency, its officers, agents, employees, and volunteers. 2916
27.02.5 Environmental Pollution Liability: Pollution legal liability insurance coverage shall be 2917
in an amount no less than $10,000,000 per claim and in the aggregate. Coverage shall be extended a 2918
minimum of three (3) years beyond the term of the contract and such insurance shall contain all standard 2919
extensions customary for such policy and shall cover prior acts. 2920
27.02.6 Cyber Liability Insurance. Contractor shall maintain either an endorsement to its 2921
general liability policy, or a separate policy of insurance covering cyber liability. Said coverage shall be in 2922
the amount of not less than Five Million Dollars ($5,000,000) per occurrence, and Five Million Dollars 2923
($5,000,000) in the aggregate. 2924
27.03 Insurance Provisions/Requirements. 2925
27.03.1 Additional Insured Status. General liability, automobile liability, and umbrella/excess 2926
liability insurance policies shall provide or be endorsed to provide that City and its officers, officials, 2927
employees, agents, and volunteers shall be additional insureds under such policies. 2928
27.03.2 Requirements not limiting. Requirements of specific coverage features or limits 2929
contained in this section are not intended as a limitation on coverage, limits or other requirements, or a 2930
waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature 2931
is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured 2932
to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If Contractor maintains 2933
higher limits than the minimum shown above, the City requires and shall be entitled to coverage for the 2934
DRAFT AGREEMENT.V1 Page 82 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
higher limits maintained by the Service Provider. Any available insurance proceeds in excess of the specified 2935
minimum limits of insurance and coverage shall be available to the City. 2936
27.03.3 Self-Insured Retentions. Any self-insured retentions must be declared to and 2937
approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or 2938
replaced by a deductible, or require proof of ability to pay losses and related investigations, claim 2939
administration, and defense expenses within the retention through confirmation from the underwriter. 2940
27.03.4 Primary/Non-Contributing. Coverage provided by Contractor shall be primary and 2941
any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. 2942
The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess 2943
insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such 2944
coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City’s 2945
own insurance or self- insurance shall be called upon to protect it as a named insured. 2946
27.03.5 Proof of Insurance. Contractor shall provide certificates of insurance and required 2947
endorsements to City as evidence of the insurance coverage required herein. Insurance certificates and 2948
endorsements must be approved by City’s Risk Manager prior to commencement of performance. Current 2949
certification of insurance shall be kept on file with City for the contract period and any additional length of 2950
time required thereafter. City reserves the right to require complete, certified copies of all required insurance 2951
policies, at any time. 2952
27.03.6 Duration of Coverage. Contractor shall procure and maintain for the contract period, 2953
and any additional length of time required thereafter, insurance against claims for injuries to persons or 2954
damages to property, or financial loss which may arise from or in connection with the performance of the 2955
Work hereunder by Contractor, their agents, representatives, employees, or subcontractors. 2956
27.03.7 City’s Rights of Enforcement. In the event any policy of insurance required under 2957
this Agreement does not comply with these specifications or is canceled and not replaced, City has the right 2958
but not the duty to obtain the insurance it deems necessary, and any premium paid by City will be promptly 2959
reimbursed by Contractor or City will withhold amounts sufficient to pay premium from Contractor payments. 2960
In the alternative, City may cancel this Agreement. 2961
27.03.8 Acceptable Insurers. All insurance policies shall be issued by an insurance 2962
company currently authorized by the Insurance Commissioner to transact business of insurance or is on the 2963
List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of 2964
A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best’s 2965
Key Rating Guide, unless otherwise approved by the City’s Risk Manager. 2966
27.03.9 Waiver of Subrogation. All insurance coverage maintained or procured pursuant to 2967
this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, 2968
officials, employees, and volunteers or shall specifically allow Contractor or others providing insurance 2969
evidence in compliance with these specifications to waive their right of recovery prior to a loss. Contractor 2970
DRAFT AGREEMENT.V1 Page 83 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
hereby waives its own right of recovery against City and shall require similar written express waivers and 2971
insurance clauses from each of its subcontractors. 2972
27.03.10 Enforcement of Contract Provisions (Non Estoppel). Contractor acknowledges and 2973
agrees that any actual or alleged failure on the part of the City to inform Contractor of non- compliance with 2974
any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. 2975
27.03.11 Notice of Cancellation. Contractor agrees to oblige its insurance agent or broker 2976
and insurers to provide the City with a thirty (30) day notice of cancellation (except for nonpayment for which 2977
a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. If any of the 2978
Contractor’s insurers are unwilling to provide such notice, then Contractor shall have the responsibility of 2979
notifying the City immediately in the event of Contractor’s failure to renew any of the required insurance 2980
coverages or insurer’s cancellation or non-renewal. 2981
27.03.12 Prohibition of Undisclosed Coverage Limitations. None of the coverages required 2982
herein will be in compliance with these requirements if they include any limiting endorsement of any kind 2983
that has not been first submitted to City and approved of in writing. 2984
27.03.13 Separation of Insureds. A severability of interests provision must apply for all 2985
additional insureds ensuring that Contractor’s insurance shall apply separately to each insured against whom 2986
claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not 2987
contain any cross-liability exclusions. 2988
27.03.14 Pass Through Clause. Contractor agrees to ensure that its subconsultants, 2989
subcontractors, and any other party who is brought onto or involved in the project/service by Contractor 2990
(hereinafter collectively “subcontractor”), provide the same minimum insurance coverage and endorsements 2991
required of Contractor. Contractor agrees to monitor and review all such coverage and assumes all 2992
responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. 2993
However, in the event Contractor’s subcontractor cannot comply with this requirement, which proof must be 2994
submitted to the City, Contractor shall be required to ensure that its subcontractor provide and maintain 2995
insurance coverage and endorsements sufficient to the specific risk of exposure involved with 2996
subcontractor’s scope of work and services, with limits less than required of the Contractor, but in all other 2997
terms consistent with the Contractor’s requirements under this agreement. This provision does not relieve 2998
the Contractor of its contractual obligations under the agreement and/or limit its liability to the amount of 2999
insurance coverage provided by its subcontractors. This provision is intended solely to provide Contractor 3000
with the ability to utilize a subcontractor who may be otherwise qualified to perform the work or services but 3001
may not carry the same insurance limits as required of the Contractor under this agreement given the limited 3002
scope of work or services provided by the subcontractor. Contractor agrees that upon request, all 3003
agreements with subcontractors, and others engaged in the project, will be submitted to City for review. 3004
27.03.15 City’s Rights to Revise Specifications. The City reserves the right at any time 3005
during the term of the contract to change the amounts and types of insurance required by giving the 3006
Contractor ninety (90) days advance written notice of such change. If such change results in substantial 3007
additional cost to the Contractor, the City and Contractor may renegotiate Contractor’s compensation. 3008
DRAFT AGREEMENT.V1 Page 84 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
27.03.16 Timely Notice of Claims. Contractor shall give City prompt and timely notice of 3009
claims made or suits instituted that arise out of or result from Contractor’s performance under this 3010
Agreement, and that involve or may involve coverage under any of the required liability policies. 3011
27.03.17 Additional Insurance. Contractor shall also procure and maintain, at its own cost 3012
and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper 3013
protection and prosecution of the Work. 3014
Proof of insurance must be mailed to the following address, or any subsequent address as may be 3015
directed by the City. 3016
City of Rosemead 3017
8838 E. Valley Blvd. 3018
Rosemead. CA 91770 3019
27.04 Subcontractors. Contractor must include all subcontractors performing services in the City 3020
as insureds under its policies or subcontractors must obtain separate certificates and endorsements. 3021
27.05 Modification of Insurance Requirements. The insurance requirements provided in this 3022
Agreement may be modified or waived by City’s risk manager, in writing, upon the request of Contractor if 3023
City’s risk manager determines such modification or waiver is in the best interest of City considering all 3024
relevant factors, including exposure to City. 3025
27.06 Rights of Subrogation. All required insurance policies must preclude any underwriter's 3026
rights of recovery or subrogation against City with respect to matters related to Contractor’s performance of 3027
its obligations under this Agreement, with the express intention of the parties being that the required insurance 3028
coverage protects both parties as the primary coverage for any and all losses covered by the above-described 3029
insurance. Contractor must ensure that any companies issuing insurance to cover the requirements contained 3030
in this Agreement agree that they will have no recourse against City for payment or assessments in any form 3031
on any policy of insurance. The clauses ‘Other Insurance Provisions’ and ‘Insured Duties in the Event of an 3032
Occurrence, Claim or Suit’ as it appears in any policy of insurance in which City is named as an additional 3033
insured will not apply to City. 3034
27.07 Failure to maintain insurance. Should Contractor fail to obtain or maintain insurance as 3035
required by this Agreement, Contractor shall have seven (7) days to cure the defect, during which time 3036
City shall have the option, but not the obligation to, at Contractor's sole expense: (i) hire replacement waste 3037
hauler services to perform Contractor's tasks until insurance coverage is resumed; or (ii) obtain replacement 3038
insurance coverage during said cure period. Should Contractor fail to correct this defect, City shall have the 3039
option to terminate this Agreement immediately. 3040
Article 28. Hold Harmless and Indemnification 3041
28.01 Hold Harmless for Consultant's Damages. Contractor holds City, its elected and appointed 3042
officials, officers, agents, employees, and volunteers (collectively “City Indemnitees”) harmless from all of 3043
DRAFT AGREEMENT.V1 Page 85 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
Contractor’s claims, demands, lawsuits, judgments, damages, losses, injuries or liability to Contractor, to 3044
Contractor’s employees, to Contractor’s contractors or subcontractors, or to the owners of Contractor’s firm, 3045
which damages, losses, injuries or liability occur during the work or services required under this Agreement, 3046
or performance of any activity or work required under this Agreement. 3047
28.02 Defense and Indemnity of Third Party Claims/Liability. Contractor shall indemnify, defend 3048
with legal counsel approved by City, and hold harmless City Indemnitees from and against all liability 3049
including, but not limited to, loss, damage, expense, cost (including without limitation reasonable legal counsel 3050
fees, expert fees and all other costs and fees of litigation) of every nature arising out of or in connection with 3051
Contractor’s negligence, recklessness, or willful misconduct in the performance of work hereunder or its 3052
failure to comply with any of its obligations contained in the Agreement, except such loss or damage which is 3053
caused by the active negligence or willful misconduct of City. Should conflict of interest principles preclude a 3054
single legal counsel from representing both City and Contractor, or should City otherwise find Contractor’s 3055
legal counsel unacceptable, then Contractor shall reimburse City its costs of defense, including without 3056
limitation reasonable legal counsel fees, expert fees and all other costs and fees of litigation. The Contractor 3057
shall promptly pay City any final judgment rendered against City (and its officers, officials, employees and 3058
volunteers) with respect to claims determined by a trier of fact to have been the result of Contractor’s 3059
negligent, reckless or wrongful performance. It is expressly understood and agreed that the foregoing 3060
provisions are intended to be as broad and inclusive as is permitted by the law of the State of California and 3061
will survive termination of this Agreement. 3062
28.02.1 Contractor’s obligations under this Section apply regardless of whether or not such 3063
claim, charge, damage, demand, action, proceeding, loss, stop notice, cost, expense, judgment, civil fine or 3064
penalty, or liability was caused in part or contributed to by an Indemnitee. However, without affecting the 3065
rights of City under any provision of this Agreement, Contractor shall not be required to indemnify and hold 3066
harmless City for liability attributable to the active negligence of City, provided such active negligence is 3067
determined by agreement between the parties or by findings of a court of competent jurisdiction. In instances 3068
where City is shown to have been actively negligent and where City’s active negligence accounts for only a 3069
percentage of the liability involved, the obligation of the Contractor will be for that entire portion or percentage 3070
of liability not attributable to the active negligence of City. 3071
28.03 Nonwaiver. City does not waive, nor shall be deemed to have waived, any indemnity, 3072
defense or hold harmless rights under this Section because of the acceptance by City, or the deposit with 3073
City, of any insurance certificates or policies described in Article 27. 3074
28.04 Diversion Indemnification. Subject to the requirements of Public Resources Code section 3075
40059.1, which will control in the event of any conflict with the provisions of this Section, Contractor agrees 3076
to protect and defend City Indemnitees with counsel selected by Contractor and approved by City, to pay all 3077
attorneys’ fees, and to indemnify and hold City Indemnitees harmless from and against all fines or penalties 3078
imposed by the California Integrated Waste Management Board if the diversion goals specified in California 3079
Public Resources Code section 41780, as it may be amended, are not met by City with respect to the 3080
Materials Collected by Contractor and if the lack in meeting such goals are attributable to the failure of 3081
Contractor to implement and operate the recycling or diversion programs or undertake the related activities 3082
required by this Agreement. In the event CalRecycle provides an administrative process to challenge the 3083
DRAFT AGREEMENT.V1 Page 86 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
imposition of a compliance order or a fine or fines, Contractor will be responsible for engaging any consultants 3084
or attorneys necessary to represent City in any challenge. Contractor will be responsible for the retention of 3085
and payment to any consultants engaged to perform waste generation studies (diversion and disposal). All 3086
consultants and attorneys engaged hereunder are subject to the agreement of City and Contractor. 3087
28.05 Hazardous Substances Indemnification. Contractor agrees to indemnify, defend (with 3088
counsel reasonably approved by City), protect and hold harmless the City Indemnitees from and against any 3089
and all Claims of any kind whatsoever paid, suffered or incurred by or against the City Indemnitees resulting 3090
from any repair, cleanup, removal action or response action undertaken pursuant to CERCLA, the Health & 3091
Safety Code or other similar Federal, State or local law or regulation, with respect to Solid Waste or Household 3092
Hazardous Waste Collected and Disposed of by Contractor. The foregoing indemnity is intended to operate 3093
as an agreement pursuant to Section 107(e) of CERCLA and Section 25364 of the Health & Safety Code to 3094
defend, protect, hold harmless and indemnify the City Indemnitees from all forms of liability under CERCLA, 3095
the Health & Safety Code or other similar Federal, State or local law or regulation. 3096
28.06 Proposition 218 Release. City intends to comply with all applicable laws concerning the 3097
Maximum Service Rates provided under this Agreement. Upon thorough analysis, the parties have made a 3098
good faith determination that the Maximum Service Rates for the Solid Waste Integrated Solid Waste 3099
Handling Services provided under this Agreement are not subject to California Constitution Articles XIIIC and 3100
XIIID because, among other reasons, such services are provided by a private corporation and not by City 3101
pursuant to Article 5, Contractor independently establishes the rates for services within the limits established 3102
in this Agreement, the receipt of services is voluntary and not required of any property within City, and any 3103
owner or Service Recipient of property within City has the opportunity to avoid the services available under 3104
this Agreement either through self-hauling or use of property in such a manner that Solid Waste is not 3105
generated. Accordingly, Contractor agrees to hold harmless and release the City Indemnitees from and 3106
against any and all claims Contractor may have against the City Indemnitees resulting in any form from the 3107
Maximum Service Rates provided for under this Agreement or in connection with the application of California 3108
Constitution Article XIIIC and Article XIIID to the imposition, payment or collection of the rates under this 3109
Agreement. This Section will survive the expiration or termination of this Agreement for Claims arising prior 3110
to the expiration or termination of this Agreement. 3111
28.07 Employment & Labor Practices. Contractor shall indemnify and hold harmless City 3112
Indemnitees, from any and all liability, damages, claims, costs, and expenses of any nature to the extent 3113
arising from Contractor's personnel and labor practices, including failure to pay and comply with state or 3114
federal prevailing wage laws should such be applicable to Contractor’s personnel or labor practices or to one 3115
or more of the services is provides pursuant to the Agreement. All duties of Contractor under this paragraph 3116
shall survive termination of this Agreement. 3117
28.08 Consideration. It is specifically understood and agreed that the consideration inuring to 3118
Contractor for the execution of this Agreement consists of the promises, payments, covenants, rights and 3119
responsibilities contained in this Agreement. 3120
28.09 Obligation. This Agreement obligates Contractor to comply with the foregoing 3121
indemnification and release provisions; however, the collateral obligation of providing insurance must also be 3122
DRAFT AGREEMENT.V1 Page 87 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
complied with as set forth in this Agreement. The provision of insurance and the coverage limits therein shall 3123
not in any way be a limitation on Contractor’s indemnification and defense obligations. 3124
28.10 Subcontractors. Contractor must require all subcontractors performing work in the City to 3125
enter into a contract containing the provisions set forth in Section 27.01 in which contract the subcontractor 3126
fully indemnifies City in accordance with this Agreement. 3127
28.11 Exception. Notwithstanding other provisions of this Agreement, Contractor’s obligation to 3128
indemnify, hold harmless and defend City, its officers and employees will not extend to any loss, liability, 3129
penalty, damage, action or suit arising or resulting solely from acts or omissions constituting active 3130
negligence, willful misconduct, breach of this Agreement, or violation of law on the part of City, its officers or 3131
employees. 3132
28.12 Damage by Contractor. If Contractor’s employees or subcontractors cause any injury, 3133
damage or loss to City property, including but not limited to City streets or curbs, excluding normal wear and 3134
tear, Contractor must reimburse City for City’s cost of repairing or replacing such injury, damage or loss. Such 3135
reimbursement is not in derogation of any right of City to be indemnified by Contractor for any such injury, 3136
damage or loss. With the prior written approval of City, Contractor may repair the damage at Contractor’s 3137
sole cost and expense. Any injury, damage or loss to private property caused by the negligent or willful acts 3138
or omissions of Contractor to private property must be repaired or replaced by Contractor at Contractor’s sole 3139
expense. Disputes between Contractor and its Service Recipients or private property owners as to damage 3140
to private property are civil matters and complaints of damage will be referred to Contractor as a matter within 3141
its sole responsibility and as a matter within the scope of Section 27.01 [Indemnification]. 3142
Article 29. Default of Agreement 3143
29.01 Termination. City may cancel this Agreement, except as otherwise provided below in this 3144
Section, by giving Contractor thirty (30) calendar days advance written notice, to be served as provided in 3145
this Agreement, upon the happening of any one of the following events: 3146
29.01.1 Contractor takes the benefit of any present or future insolvency statute, or makes a 3147
general assignment for the benefit of creditors, or files a voluntary petition in bankruptcy (court) or a petition 3148
or answer seeking an arrangement for its reorganization or the readjustment of its indebtedness under the 3149
Federal bankruptcy laws or under any other law or statute of the United States or any State thereof, or 3150
consent to the appointment of a receiver, trustee or liquidator of all or substantially all of its property; or 3151
29.01.2 By order or decree of a court, Contractor is adjudged bankrupt or an order is made 3152
approving a petition filed by any of its creditors or by any of the stockholders of Contractor, seeking its 3153
reorganization or the readjustment of its indebtedness under the Federal bankruptcy laws or under any law 3154
or statute of the United States or of any State thereof, provided that if any such judgment or order is stayed 3155
or vacated within sixty (60) calendar days after the entry thereof, any notice of default will be and become 3156
null, void and of no effect; unless such stayed judgment or order is reinstated in which case, such default 3157
will be deemed immediate; or 3158
DRAFT AGREEMENT.V1 Page 88 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
29.01.3 By, or pursuant to, or under the authority of any legislative act, resolution or rule or 3159
any order or decree of any court or governmental board, agency or officer having jurisdiction, a receiver, 3160
trustee or liquidator takes possession or control of all or substantially all of the property of Contractor, and 3161
such possession or control continues in effect for a period of sixty (60) calendar days; or 3162
29.01.4 Contractor has defaulted, by failing or refusing to pay in a timely manner the 3163
administrative charges or other monies due City and such default is not cured within thirty (30) calendar days 3164
of receipt of written notice by City to do so; or 3165
29.01.5 Contractor has defaulted by allowing any final judgment for the payment of money 3166
owed to City to stand against it unsatisfied and such default is not cured within thirty (30) calendar days of 3167
receipt of written notice by City to do so; or 3168
29.01.6 In the event that the monies due City under Section 29.01.3 above or an unsatisfied 3169
final judgment under Section 29.01.4 above is the subject of a judicial proceeding, Contractor will not be in 3170
default if the sum of money is bonded. All bonds must be in the form acceptable to the City Attorney; or 3171
29.01.7 Contractor has defaulted, by failing or refusing to perform or observe any of the 3172
terms, conditions or covenants in this Agreement, including, but not limited to, the maintenance of a 3173
performance bond in accordance with Article 26, or any of the rules and regulations promulgated by City 3174
pursuant thereto or has wrongfully failed or refused to comply with the instructions of the Agreement 3175
Administrator relative thereto and such default is not cured within thirty (30) calendar days of receipt of 3176
written notice by City to do so, or if by reason of the nature of such default, the same cannot be remedied 3177
within thirty (30) calendar days following receipt by Contractor of written demand from City to do so, 3178
Contractor fails to commence the remedy of such default within such thirty (30) calendar days following such 3179
written notice or having so commenced fails thereafter to continue with diligence the curing thereof (with 3180
Contractor having the burden of proof to demonstrate (a) that the default cannot be cured within thirty (30) 3181
calendar days, and (b) that it is proceeding with diligence to cure such default, and such default will be cured 3182
within a reasonable period of time). However, notwithstanding anything contained herein to the contrary, for 3183
the failure of Contractor to provide Integrated Solid Waste Handling Services for a period of three (3) 3184
consecutive Work Days, City may secure Contractor's records on the fourth (4th) Work Day in order to 3185
provide interim Integrated Solid Waste Handling Services until such time as the matter is resolved and 3186
Contractor is again able to perform pursuant to this Agreement; provided, however, if Contractor is unable 3187
for any reason or cause to resume performance at the end of thirty (30) calendar days all liability of City 3188
under this Agreement to Contractor will cease and this Agreement may be terminated by City. 3189
29.02 Violations. Notwithstanding the foregoing and as supplemental and additional means of 3190
termination of this Agreement under this Article, in the event that Contractor's record of performance shows 3191
that Contractor has defaulted in the performance of any of the covenants and conditions required herein to 3192
be kept and performed by Contractor three (3) or more times in any twenty-four (24) month period, and 3193
regardless of whether the Contractor has corrected each individual condition of default, Contractor will be 3194
deemed a "habitual violator", will be deemed to have waived the right to any further notice or grace period to 3195
correct, and all such defaults will be considered cumulative and collectively will constitute a condition of 3196
irredeemable default. City will thereupon issue Contractor a final warning citing the circumstances therefore, 3197
DRAFT AGREEMENT.V1 Page 89 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
and any single default by Contractor of whatever nature, subsequent to the occurrence of the last of such 3198
cumulative defaults, will be grounds for immediate termination of the Agreement. In the event of any such 3199
subsequent default, City may terminate this Agreement upon giving of written final notice to Contractor, such 3200
cancellation to be effective upon the date specified in City's written notice to Contractor, and all contractual 3201
fees due hereunder plus any and all charges and interest will be payable to such date, and Contractor will 3202
have no further rights hereunder. Immediately upon the specified date in such final notice Contractor must 3203
cease any further performance under this Agreement. 3204
29.03 Effective Date. In the event of any the events specified above, and except as otherwise 3205
provided in such subsections, termination will be effective upon the date specified in City's written notice to 3206
Contractor and upon such date this Agreement will be deemed immediately terminated and upon such 3207
termination, except for payment of services rendered up to and including the date of termination, all liability 3208
of City under this Agreement to Contractor will cease, and City will have the right to call the performance bond 3209
and will be free to negotiate with other contractors for the operation of interim and long-term Integrated Solid 3210
Waste Handling Services. Contractor must reimburse City for all direct and indirect costs of providing any 3211
interim Integrated Solid Waste Handling Services as a result of Contractor’s default in this Agreement. 3212
29.04 Termination Cumulative. City’s right to terminate this Agreement is cumulative to any other 3213
rights and remedies provided by law or by this Agreement. 3214
29.05 Alternative Service. Should Contractor, for any reason, except the occurrence or existence 3215
of any of the events or conditions set forth in Section 25.04 [Uncontrollable Circumstances], refuse or be 3216
unable for a period of more than forty-eight (48) hours, to Collect a material portion or all of the Solid Waste 3217
which it is obligated under this Agreement to Collect, and as a result, Solid Waste should accumulate in City 3218
to such an extent, in such a manner, or for such a time that the City Manager, in the reasonable exercise of 3219
the City Manager's discretion, should find that such accumulation endangers or menaces the public health, 3220
safety or welfare, then City will have the right to Agreement with another Solid Waste enterprise to Collect 3221
any or all Solid Waste which Contractor is obligated to Collect pursuant to this Contract. City must provide 3222
twenty-four (24) hours prior written notice to Contractor during the period of such event, before contracting 3223
with another Solid Waste enterprise to Collect any or all Solid Waste that Contractor would otherwise collect 3224
pursuant to this Agreement for the duration of period during which Contractor is unable to provide such 3225
services. In such event, Contractor must undertake commercially reasonable efforts to identify sources from 3226
which such substitute Solid Waste services are immediately available and must reimburse City for all of its 3227
expenses for such substitute services during period in which Contractor is unable to provide Integrated Solid 3228
Waste Handling Services required by this Agreement. 3229
29.06 Survival of Certain Contractor Obligations. Notwithstanding the termination of this 3230
Agreement by Contractor or City, Contractor’s obligation to indemnify, defend and hold City and City 3231
Indemnitees harmless as provided in this Agreement shall survive termination for five (5) years from the date 3232
of termination. Notwithstanding the termination of this Agreement by Contractor or City, such act shall not 3233
automatically invalidate or cancel any insurance policy, letter of credit, performance bond or similar 3234
instruments provided by Contractor under this Agreement and such policies, letters of credit, performance 3235
bonds and other instruments shall remain in full force and effect for one full year after termination. 3236
DRAFT AGREEMENT.V1 Page 90 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
Article 30. Modifications to the Agreement 3237
30.01 City-Directed Change. City has the power to make changes in this Agreement to impose 3238
new rules and regulations on Contractor under this Agreement relative to the scope and methods of providing 3239
Integrated Solid Waste Handling Services as may from time-to-time be necessary and desirable for the public 3240
welfare. The size of Collection Containers specified herein for Bundled Service are designed to meet the 3241
requirements of the Applicable Law, inclusive of the State’s recycling mandates including AB 341, AB 1826 3242
and SB 1383, and to be appropriate for the capabilities and capacities of available Materials Recovery 3243
Facilities and Organics Waste Processing Facilities at the start of this Agreement. The capabilities and 3244
capacities of such facilities may change during the term of this Agreement; as such City reserves the right to 3245
redirect materials to alternate facilities and change the designated sizes of Carts and/or Bins in Bundled 3246
Services in accordance with any such changes. City will give the Contractor notice of any proposed change 3247
and an opportunity to be heard concerning those matters, and agrees to adjust Service Rates to reflect 3248
additional costs borne by Contractor. The scope and method of providing Integrated Solid Waste Handling 3249
Services as referenced herein will be liberally construed to include procedures, operations and obligations, 3250
financial or otherwise, of Contractor. When such modifications are made to this Agreement, City and 3251
Contractor will negotiate in good faith, a reasonable and appropriate compensation adjustment for any 3252
increase or decrease in the services or other obligations required of Contractor due to any modification in the 3253
Agreement under this Article. City and Contractor will not unreasonably withhold agreement to such 3254
compensation adjustment. Should agreement between City and Contractor on compensation adjustment not 3255
be reached within six months of the change request, or other period as agreed upon by both parties, City and 3256
Contractor agree to submit the compensation adjustment to binding arbitration as described in Section 30.02. 3257
30.01.1 Change in Law. City and Contractor understand and agree that the California 3258
Legislature has the authority to make comprehensive changes in Integrated Solid Waste Handling 3259
legislation, and that these and other changes in Applicable Law in the future which mandate certain actions 3260
or programs for counties, municipalities or Contractor may require changes or modifications in some of the 3261
terms, conditions, or obligations under this Agreement. Contractor agrees that the terms and provisions of 3262
the City Municipal Code, as it now exists or as it may be amended in the future (in a manner not inconsistent 3263
with this Agreement), will apply to all of the provisions of this Agreement and the Service Recipients of 3264
Contractor located within the Service Area. In the event any future change in the Applicable Law, inclusive 3265
of any change in Federal law or regulations, State or local law of regulation, or the City Code that materially 3266
alters the obligations of Contractor, then Contractor shall be obligated to, and hereby agrees to, undertake 3267
such new or modified services or programs or take such other actions as may be necessary to comply with 3268
the Change in Law (“Modified Services”), provided that City and Contractor negotiate in good faith, and 3269
agree upon a reasonable and appropriate compensation adjustment for such Modified Services, prior to 3270
Contractor being obligated to undertake the Modified Services. City and Contractor will not unreasonably 3271
withhold agreement to such compensation adjustment. Should agreement between City and Contractor on 3272
compensation adjustment not be reached within six months of the change request, or other period as agreed 3273
upon by both parties, City and Contractor agree to submit the compensation adjustment to binding arbitration 3274
as described in Section 30.02. Nothing contained in this Agreement will require any party to perform any 3275
act or function contrary to law. 3276
DRAFT AGREEMENT.V1 Page 91 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
30.02 Arbitration. Arbitration shall be conducted by a single arbitrator. If, within twenty (20) days 3277
from the receipt of a request to arbitrate (or such longer period mutually agreed to by the parties), the parties 3278
are unable to agree on an arbitrator, then a single arbitrator shall be appointed pursuant to the Commercial 3279
Arbitration Rules of the American Arbitration Association, which shall govern any arbitration requested under 3280
this provision. Each party shall bear its own costs and expenses of any arbitration. Each party shall pay one-3281
half of the costs of the arbitrator. 3282
Article 31. Legal Representation 3283
31.01 Acknowledgement. It is acknowledged that each party was, or had the opportunity to be, 3284
represented by counsel in the preparation of and contributed equally to the terms and conditions of this 3285
Agreement and, accordingly, the rule that a contract will be interpreted strictly against the party preparing the 3286
same will not apply due to the joint contributions of both parties. 3287
Article 32. Conflict of Interest 3288
32.01 Financial Interest. Consultant is unaware of any City employee or official that has a 3289
financial interest in Consultant's business. During the term of this Agreement and/or as a result of being 3290
awarded this Agreement, Consultant shall not offer, encourage or accept any financial interest in Consultant's 3291
business by any City employee or official. 3292
Article 33. Contractor's Personnel 3293
33.01 Displaced Employees. Contractor shall offer employment to all qualified displaced 3294
employees of the City’s franchisees from the prior Exclusive Solid Waste Franchise Agreement. Contractors 3295
must retain these displaced employees for a period of not less than 90 days, as provided for in Chapter 4.6, 3296
Sections 1070 through 1076 of the California Labor Code. Contractor shall make information about wage 3297
rates, benefits and job classifications of employees available to the City prior to any subsequent procurement 3298
for solid waste collection. 3299
33.02 Personnel Requirements. Contractor shall assign only qualified personnel to perform all 3300
services required under this Agreement and shall be responsible for ensuring its employees comply with this 3301
Agreement and all Applicable Laws related to their employment and position. Contractor's employees, 3302
officers, agents, and subcontractors shall not identify themselves or in any way represent themselves as 3303
being employees or officials of City. City may request the transfer of any employee of Contractor who 3304
materially violates any provision of this Agreement, or who is wanton, negligent, or discourteous in the 3305
performance of their duties under this Agreement. 3306
33.03 Agreement Manager. Contractor shall designate a qualified employee to serve as its 3307
Agreement Manager and must provide the name of that person in writing to City within thirty (30) days prior 3308
to the Commencement Date of this Agreement and annually by January 1st of each subsequent Calendar 3309
Year of this Agreement and any other time the person in that position changes. The Agreement Manager 3310
must be available to the City through the use of telecommunications equipment at all times that Contractor is 3311
providing Integrated Solid Waste Handling Services in the Service Area. The Contract Manager must provide 3312
DRAFT AGREEMENT.V1 Page 92 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
City with an emergency phone number where the Contract Manager can be reached outside of normal 3313
business hours. 3314
33.04 Service Supervisor. Contractor shall assign a qualified employee to serve as is Service 3315
Supervisor to be in charge of the Collection Service within the Service Area and must provide the name of 3316
that person in writing to the Agreement Administrator on or before the Commencement Date, and thereafter 3317
annually before January 1st of each subsequent Calendar Year of the Term, and any other time Contractor 3318
changes the employee serving in that position changes. The Service Supervisor must be physically located 3319
in the Service Area and available to the Agreement Administrator through the use of telecommunication 3320
equipment at all times that Contractor is providing Integrated Solid Waste Handling Services. In the event the 3321
Service Supervisor is unavailable due to illness or vacation, Contractor must designate an substitute 3322
acceptable to the City who shall be available and shall have the authority to act in the same capacity as the 3323
Service Supervisor. 3324
33.05 Key Operations Staff. Contractor shall identify a full-time Key Operations Staff consisting 3325
at a minimum of: one (1) Operations Manager; one (1) Route Supervisor; one (1) Lead Mechanical 3326
Supervisor; and one (1) Service Recipient Service Supervisor 100% dedicated to the City. Each Key 3327
Operations Staff will provide the following to City Staff: email address, phone number, cell phone number and 3328
office address. 3329
33.06 Sustainability/Compliance Staff. In accordance with Section 20.01, Contractor shall provide 3330
full time Sustainability/Compliance Staff, whose primary duties are dedicated to the City. 3331
33.07 Field Personnel. Contractor’s field operations personnel are required to wear a clean 3332
uniform shirt bearing Contractor’s name. Contractor’s employees, who normally come into direct contact with 3333
the public, including drivers, must bear some means of individual photographic identification such as a name 3334
tag or identification card. Each driver of a Collection vehicle must at all times carry a valid California driver's 3335
license and all other required licenses for the type of vehicle that is being operated. 3336
33.08 Labor Certifications. Contractor certifies: (i) it is aware of the provisions of Section 3700 of 3337
the California Labor Code that require every employer to be insured against liability for Workers' 3338
Compensation or to undertake self-insurance in accordance with the provisions of that Code; (ii) in the 3339
performance of the Services, Contractor shall not, in any manner, employ any person or contract with any 3340
person so that any part of this Agreement is so performed by such person would be subject to the workers' 3341
compensation laws of the State of California unless and until Contractor gives City a certificate of consent to 3342
self-insure or a certificate of Workers' Compensation Insurance Coverage; and (iii) in the event Contractor 3343
hires any subcontractor who has employees to perform the any part thereof, then Contractor shall either 3344
require the subcontractor to obtain Workers' Compensation Insurance Coverage, or must obtain Workers' 3345
Compensation Insurance Coverage for the subcontractor's employees. Before commencing performance 3346
under this Agreement, Contractor shall provide to the City evidence of any Workers' Compensation Insurance 3347
Coverage required by or for this Agreement, and all such coverage shall be endorsed with a waiver of 3348
subrogation in favor of City for all work performed by Contractor, its employees, its agents, and its 3349
subcontractors. 3350
DRAFT AGREEMENT.V1 Page 93 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
33.09 Subcontractors. Contractor shall not subcontract any portion of this Agreement without the 3351
prior written approval of the City Manager. Contractor is fully responsible to City for the performance of any 3352
and all subcontractors, if any, and shall require any subcontractors to maintain all applicable federal, state, 3353
and local licenses required for the work they are assigned to perform. Contractor shall require any 3354
subcontractors performing work in the City to enter into a written contract that requires such subcontractors 3355
to agree they are independent contractors and have no other agency relationship with City. 3356
Article 34. Exempt Waste 3357
34.01 Contractor is not required to Collect or dispose of Exempt Waste but may offer such 3358
services. All such Collection and disposal of Exempt Waste is not regulated under this Agreement, but if 3359
provided by Contractor must be in strict compliance with all Applicable Laws. 3360
Article 35. Independent Contractor 3361
35.01 In the performance of services pursuant to this Agreement, Contractor is an independent 3362
contractor and not an officer, agent, servant or employee of City. Contractor will have exclusive control of the 3363
details of the services and work performed and over all persons performing such services and work. 3364
Contractor is solely responsible for the acts and omissions of its officers, agents, employees, contractors, and 3365
subcontractors, if any. Neither Contractor nor its officers, employees, agents, contractors, or subcontractors 3366
will obtain any right to retirement benefits, Workers Compensation benefits, or any other benefits which 3367
accrued to City employees and Contractor expressly waives any claim to such benefits. 3368
35.02 Subcontractors. Contractor will require all subcontractors performing work in the City to 3369
enter into a contract containing the provisions set forth in the preceding subsection in which contract the 3370
subcontractor agrees that Contractor and subcontractor are independent contractors and have no other 3371
agency relationship with City. 3372
Article 36. Laws to Govern 3373
36.01 The law of the State of California governs the rights, obligations, duties and liabilities of 3374
City and Contractor under this Agreement and govern the interpretation of this Agreement. 3375
Article 37. Consent to Jurisdiction 3376
37.01 The parties agree that any litigation between City and Contractor concerning or arising out 3377
of this Contract must be filed and maintained exclusively in the Superior Courts of Los Angeles County, State 3378
of California, or in the United States District Court for the Central District of California to the fullest extent 3379
permissible by law. Each party consents to service of process in any manner authorized by California law. 3380
Article 38. Assignment 3381
38.01 No assignment of this Agreement or any right occurring under this Agreement may be 3382
made in whole or in part by Contractor without the express prior written consent of the City. City will have full 3383
discretion to approve or deny, with or without cause, any proposed or actual assignment by the Contractor. 3384
DRAFT AGREEMENT.V1 Page 94 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
Any assignment of this Agreement made by Contractor without the express written consent of the City will be 3385
null and void and will be grounds for City to declare a default of this Agreement and immediately terminate 3386
this Agreement by giving written notice to Contractor, and upon the date of such notice Contract will be 3387
deemed immediately terminated, and upon such termination all liability of City under this Contract to 3388
Contractor will cease, and City will have the right to call the performance bond and will be free to negotiate 3389
with other contractors, for the services that are the subject of this Agreement. In the event of any assignment 3390
approved by City, the assignee must fully assume all the liabilities of Contractor by way of an assignment and 3391
assumption agreement. A sale or other transfer of more than fifty percent (50%) of the shares, stocks, points, 3392
or other indicia of ownership interest in Contractor shall be considered to be an assignment under this Article 3393
requiring prior written consent of the City. Upon notification to the City, Contractor shall provide to the City 3394
a payment of one hundred fifty thousand dollars ($150,000) for the city to perform its due diligence related to 3395
the requested Assignment. 3396
38.02 The use of a subcontractor to perform services under this Contract will not constitute 3397
delegation of Contractor’s duties if Contractor has received prior written authorization from the Agreement 3398
Administrator to subcontract such services and the Agreement Administrator has approved a subcontractor 3399
who will perform such services. Contractor will be responsible for directing the work of Contractor’s 3400
subcontractors and any compensation due or payable to Contractor’s subcontractor will be the sole 3401
responsibility of Contractor. The Agreement Administrator will have the right to require the removal of any 3402
approved subcontractor for reasonable cause. 3403
Article 39. Compliance with Laws 3404
39.01 In the performance of this Contractor, Contractor must comply with all Applicable Laws, 3405
including, without limitation, the Rosemead Municipal Code. 3406
39.02 City shall provide written notice to Contractor of any planned amendment of the Rosemead 3407
Municipal Code that would substantially affect the performance of Contractor’s services pursuant to this 3408
Agreement. Such notice must be provided at least thirty (30) calendar days prior to the City Council’s approval 3409
of such an amendment. 3410
Article 40. Permits and Licenses 3411
40.01 Contractor shall obtain, at its own expense, all permits, and licenses required by law or 3412
ordinance and maintain same in full force and effect throughout the term of this Agreement. Contractor must 3413
provide proof of such permits, licenses or approvals and must demonstrate compliance with the terms and 3414
conditions of such permits, licenses, and approvals upon the request of the Agreement Administrator. 3415
40.02 The Contractor must have a valid City Business Tax Certificate throughout the term of the 3416
Franchise Agreement. 3417
DRAFT AGREEMENT.V1 Page 95 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
Article 41. Ownership of Written Materials 3418
41.01 Contractor hereby grants City a non-exclusive license as to all reports, documents, 3419
brochures, public education materials, and other similar written, printed, electronic or photographic materials 3420
developed by Contractor at the request of City or as required under this Agreement, and intended for public 3421
use, without limitation or restrictions on the use of such materials by City. Contractor may not use such 3422
materials that specifically reference City for other purposes without the prior written consent of the Agreement 3423
Administrator. This Article 41 does not apply to ideas or concepts described in such materials and does not 3424
apply to the format of such materials. 3425
Article 42. Waiver 3426
42.01 Waiver by City or Contractor of any breach for violation of any term covenant or condition 3427
of this Agreement will not be deemed to be a waiver of any other term, covenant or condition or any 3428
subsequent breach or violation of the same or of any other term, covenant, or condition. The subsequent 3429
acceptance by City of any fee, tax, or any other monies which may become due from Contractor to City will 3430
not be deemed to be a waiver by City of any breach for violation of any term, covenant, or condition of this 3431
Agreement. 3432
Article 43. Prohibition Against Gifts 3433
43.01 Contractor represents that Contractor is familiar with City’s prohibition against the 3434
acceptance of any gift by a City officer or designated employee. Contractor may not offer any City officer or 3435
designated employee any gifts prohibited by the City. 3436
Article 44. Point of Contact 3437
44.01 The day-to-day dealings between Contractor and City will be between Contractor and the 3438
Agreement Administrator. 3439
Article 45. Notices 3440
45.01 Except as provided in this Agreement, whenever either party desires to give notice to the 3441
other, it must be given by written notice addressed to the party for whom it is intended, at the place last 3442
specified and to the place for giving of notice in compliance with the provisions of this Section. For the present, 3443
the parties designate the following as the respective persons and places for giving of notice: 3444
As to the City: 3445
________________ 3446
________________ 3447
________________ 3448
DRAFT AGREEMENT.V1 Page 96 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
As to the Contractor: 3449
________________ 3450
________________ 3451
________________ 3452
45.02 Notices will be effective when received at the address as specified above. Changes in the 3453
respective address to which such notice is to be directed may be made by written notice. 3454
45.03 Notice by City to Contractor of a Collection or other Service Recipient problem or complaint 3455
may be given to Contractor orally by telephone at Contractor’s local office with confirmation sent to Contractor 3456
through the Customer Service System by the end of the Workday. 3457
Article 46. Transition to Next Contractor 3458
46.01 In the event Contractor is not awarded an extension or new contract to continue to provide 3459
Integrated Solid Waste Handling Services following the expiration or early termination of this Agreement, 3460
Contractor will cooperate fully with City and any subsequent contractors to assure a smooth transition of 3461
services described in this Agreement. Such cooperation will include but not be limited to transfer of computer 3462
data, files and tapes; providing routing information, route maps, vehicle fleet information, and list of Service 3463
Recipients; providing a complete inventory of all Collection Containers; providing adequate labor and 3464
equipment to complete performance of all Integrated Solid Waste Handling Services required under this 3465
Agreement; taking reasonable actions necessary to transfer ownership of carts and bins, as appropriate, to 3466
City; including transporting such containers to a location designated by the Agreement Administrator; 3467
coordinating Collection of Materials set out in new containers if new containers are provided for a subsequent 3468
Agreements and providing other reports and data required by this Agreement. 3469
Article 47. Contractor’s Records 3470
47.01 Contractor shall keep and preserve, during the Term of this Agreement, full, complete, and 3471
accurate financial and accounting records, pertaining to cash, billing, and disposal transactions for the 3472
franchise area, prepared on an accrual basis in accordance with generally accepted accounting principles. 3473
These records and reports are necessary for the City to properly administer and monitor the Agreement and 3474
to assist the City in meeting the requirements of the Act. The Contractor shall keep and preserve, during the 3475
Term of this Agreement, and for a period of not less than four (4) years following expiration or other 3476
termination hereof or for any longer period required by law, full, complete, and accurate records as indicated 3477
in the Agreement. 3478
47.02 Any records or documents required to be maintained pursuant to this Agreement must be 3479
made available for inspection or audit for the purposes set forth in Section 17.02.3, at any time during regular 3480
business hours, upon written request by the Agreement Administrator, the City Attorney, City Auditor, City 3481
Manager, or a designated representative of any of these officers. Copies of such documents will be provided 3482
DRAFT AGREEMENT.V1 Page 97 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
to City electronically, available to City for inspection at the local Contractor office, or an alternate site if 3483
mutually agreed upon. 3484
47.02.1 Contractor acknowledges that City is legally obligated to comply with the California 3485
Public Records Act (“CPRA”). City acknowledges that Contractor may consider certain records, reports, or 3486
information contained therein, (“Records”) which Contractor is required to provide to City under this 3487
Agreement, to be of a proprietary or confidential nature. In such instances, Contractor will inform City in 3488
writing of which records are considered propriety or confidential and shall identify the statutory exceptions 3489
to disclosure provided under the CPRA that legally permit non-disclosure of the Records. At such time as 3490
City receives a request for records under the CPRA or Federal Freedom of Information Act (“FOIA”) or a 3491
subpoena or other court order requesting disclosure of the Records, City will notify Contractor of the request, 3492
subpoena or order and of City’s obligation and intent to provide a response within ten (10) calendar days. 3493
Contractor shall within five (5) calendar days either: (i) consent in writing to the disclosure of the Records; 3494
or (ii) seek and obtain, at Contractor’s sole cost and expense, the order of a court of competent jurisdiction 3495
staying or enjoining the disclosure of the Records. If Contractor fails to timely respond, then City may proceed 3496
to disclosure the Records in which event Contractor agrees waives and releases City of any liability for the 3497
disclosure of the Records. In the event Contractor seeks a court order to stay or enjoining the disclosure of 3498
the Records, Contractor agrees to indemnify and hold harmless the City, its Council, elected and appointed 3499
board or commission members, officers, employees, volunteers and agents (collectively, "Indemnitees") 3500
from and against any and all loss, liability, penalty, forfeiture, claim, demand, action, proceeding or suit in 3501
law or equity of any and every kind and description, whether judicial, quasi-judicial or administrative in nature, 3502
arising or resulting from or in any way connected with the subject CPRA or FOIA request for the Records. 3503
This Indemnity shall survive the expiration or termination of this Agreement. 3504
47.03 Where City has reason to believe that such records or documents may be lost or discarded 3505
in the event of the dissolution, disbandment or termination of Contractor’s business, City may, by written 3506
request or demand of any of the above-named officers, require that custody of the records be given to City 3507
and that the records and documents be maintained in City Hall. Access to such records and documents will 3508
be granted to any party authorized by Contractor, Contractor’s representatives, or Contractor’s successor-in-3509
interest. 3510
Article 48. Entire Agreement 3511
48.01 This Agreement and the attached Exhibits constitute the entire Agreement and 3512
understanding between the parties, and the Agreement will not be considered modified, altered, changed, or 3513
amended in any respect unless in writing and signed by the parties. 3514
Article 49. Severability 3515
49.01 If any provision of this Agreement or the application of it to any person or situation is to any 3516
extent held invalid or unenforceable, the remainder of this Agreement and the application of such provisions 3517
to persons or situations other than those as to which it is held invalid or unenforceable, will not be affected, 3518
will continue in full force and effect, and will be enforced to the fullest extent permitted by law. 3519
DRAFT AGREEMENT.V1 Page 98 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
Article 50. Right to Require Performance 3520
50.01 The failure of City at any time to require performance by Contractor of any provision of this 3521
Agreement will in no way affect the right of City thereafter to enforce same. Nor will waiver by City of any 3522
breach of any provision of this Agreement be taken or held to be a waiver of any succeeding breach of such 3523
provision or as a waiver of any provision itself. 3524
Article 51. All Prior Agreements Superseded 3525
51.01 This Agreement incorporates and includes all prior negotiations, correspondence, 3526
conversations, agreements, and understandings applicable to the matters contained in this Agreement and 3527
the parties agree that there are no commitments, agreements or understandings concerning the subject 3528
matter of this Agreement that are not contained in this document. Accordingly, it is agreed that no deviation 3529
from the terms of this Agreement will be predicated upon any prior representations or agreements, whether 3530
oral or written. 3531
Article 52. Headings 3532
52.01 Headings in this document are for convenience of reference only and are not to be 3533
considered in any interpretation of this Agreement. 3534
Article 53. Exhibits 3535
53.01 Each Exhibit referred to in this Agreement forms an essential part of this Agreement. Each 3536
such Exhibit is a part of this Agreement, and each is incorporated by this reference. In the event of any 3537
conflicts between this Agreement and the Exhibits, then this Agreement shall take priority. 3538
Article 54. Attorney’s Fees 3539
54.01 If litigation is brought by a party in connection with this Agreement, the prevailing party will 3540
be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys’ fees, 3541
incurred by the prevailing party in the exercise of any of its rights or remedies under this Agreement or the 3542
enforcement of any of the terms, conditions, or provisions of this Agreement. 3543
Article 55. Effective Date 3544
55.01 This Agreement will become effective when it is properly executed by City and Contractor 3545
and Contractor will begin Integrated Solid Waste Handling Services under this Agreement as of August 1, 3546
2023. 3547
3548
DRAFT AGREEMENT.V1 Page 99 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
IN WITNESS WHEREOF, City and Contractor have executed this Agreement on the respective 3549
date(s) below each signature. 3550
CITY OF ______________ __________________ INC. 3551
A General Law City 3552
By: ________________________ By: ________________________ 3553
3554
3555
Title: _______________________ By: _____________________________ 3556
President 3557
3558
ATTEST: ____________________ By: __________________________ 3559
City Clerk 3560
APPROVED AS TO FORM 3561
City Attorney _____________________________ 3562
Secretary 3563
By: _________________________ 3564
3565
DRAFT AGREEMENT.V1 Page 100 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
Exhibit 1 3566
City Approved Service Rates 3567
3568 3569
DRAFT AGREEMENT.V1 Page 101 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
Exhibit 2 3570
Additional Services 3571
RESERVED 3572
3573
3574 3575
DRAFT AGREEMENT.V1 Page 102 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
Exhibit 3 3576
List of City Properties and Current Service Levels 3577
City Facilities - Service Levels
Facility Address Garbage Recycling Organic / Green Waste /
Food Waste
Qty Size Qty Size Qty Size
4343 ENCINITA AV E 4 3 CY
7933 EMERSON PL 3 3 CY
8301 GARVEY AVE 1 3 CY
8471 KLINGERMAN ST 3 3 CY
8838 VALLEY BLVD 2 3 CY 1 3 CY 1 64 Gal
9101 MISSION DR E 7 3 CY
9108 GARVEY AVE 3 3 CY 1 3 CY 1 64 Gal
2714 River Ave 2 3 CY 1 64 Gal
3578
3579 3580
DRAFT AGREEMENT.V1 Page 103 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
City of Rosemead
Bus Shelter Trashcans
Street Address Existing Trashcan Street Address Existing Trashcan
Valley Blvd Garvey Ave
[Eastbound] [Eastbound]
8338 1 7556 1
8548 1 7808 1
8800 1 7822 1
9000 1 7968 1
9142 1 8170 n/a
9338 1 8210 1
9542 1 8350 1
9712 1 8526 1
[Westbound] 8738 1
9701 1 8968 1
Merwyn C Gill (NW Corner) 1 9094 1
9403 1 [Westbound]
9207 1 9105 1
9001 1 9011 1
8779 1 8735 1
8609 1 Walnut Grove Ave (NW Corner) 1
935 (NW Corner of Delta Ave) 1 8405 1
San Gabriel Blvd 8117 1
[Northbound] 8001 1
2106 1 7773 1
2404 1 7603 1
2518 1 Mission Dr
3000 1 [Eastbound]
3106 1 8410 1
3246 1 4545 (WG Ave - SW Corner) 1
3366 1 8762 1
[Southbound] 9016 Trashcan Stop Only 1
DRAFT AGREEMENT.V1 Page 104 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
City of Rosemead
Bus Shelter Trashcans
Street Address Existing Trashcan Street Address Existing Trashcan
3367 1 [Westbound]
3205 1 9063 Explorer Stop Only n/a
3003 1 Rosemead Blvd (NW Corner) 1
2722 1 8807 1
2511 1 Walnut Grove Ave (NE Corner) 1
2403 1 Walnut Grove Ave
2139 1 [Southbound]
South San Gabriel Blvd 3365 1
[Eastbound] 2751 1
1151 (Delta St - Don Bosco HS) 1 Fern Ave (NW Corner) (2605) 1
Rose Glen Ave (SW Corner) 1 Klingerman St (SW Corner) 1
[Westbound] 1683 Explorer Stop Only 1
1000 1 Montebello Town Center n/a
Village Ln (NE Corner) 1 [Northbound]
Rosemead Blvd 2112
[Southbound] Edison Way (NE Corner) 1
4461 1 2612 (south of) 1
4251 1 Garvey Ave (SE Corner) 1
3967 1
3827 1
3675 1
[Northbound]
3706 1
3848 1
4008 1
4242 1
4502 1 3581
DRAFT AGREEMENT.V1 Page 105 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
Exhibit 4 3582
Collection Container Specifications 3583
E4.01 Cart Specifications.
E4.01.1 All new or replacement Carts must be manufactured with a minimum twenty percent
(20%) post-consumer recycled material content and come with a ten (10) year warranty against defects.
E4.01.2 Carts must be constructed with material that resists deterioration from ultraviolet radiation
and be incapable of penetration by household pets or small wildlife when lids are fully closed.
E4.01.3 Contractor must provide Carts having an approximate volume of 32, 64 and 96 gallons.
Actual cart volume may vary by +/- 10% depending on manufacturer.
E4.01.4 Carts must include wheels and handles that accommodate ease of movement by able-
bodied persons, have heavy duty wheels, attached hinged lids, and be designed to be resistant to
inadvertent tipping due to high winds.
E4.01.5 Carts must include lids that continuously overlap the Cart body so as to prevent the
intrusion of rainwater and minimize odors. The lids would be of a design and weight so as to prevent the
Cart body from tilting backward when flipping the lid open.
E4.01.6 Carts must be capable of being lifted into the Collection Vehicle without damage or
distortion under normal usage.
E4.01.7 Carts be hot-stamped, embossed, or labeled/decaled with the company name, a unique
identification number (i.e., serial number for carts), weight limit, and images of the type of materials to be
Collected. All Carts shall also contain instructions for proper usage. If any of the above is accomplished
via labels or decals, such labels or decals must be maintained and/or replaced as necessary throughout
the term to maintain a near new appearance. Decals/labels showing types of materials collected in each
Cart must be replaced annually.
E4.01.8 Cart and lids must meet all applicable colors and labeling specifications as set forth by
CalRecycle (i.e., blue = recycle, black/charcoal = trash, green/brown = yard waste/mixed organics, green
w/yellow lid or yellow = food waste or other color standards as determined by CalRecycle prior to the
start of this Agreement).
E4.02 Bin Specifications.
E4.02.1 Bins must be constructed of heavy metal or heavy plastic and must be
watertight, well painted, in good condition and without rust or dents.
E4.02.2 Wheels, forklift slots, and other appurtenances, which are designed for
movement, loading, or unloading of the container, must be maintained in good repair.
DRAFT AGREEMENT.V1 Page 106 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
E4.02.3 Contractor must provide Bins having an approximate volume of 1, 2, 3, and 4-
cubic yards.
E4.02.4 Bins must have the name and phone number of Contractor on the exterior so
as to be visible when the Bin is placed for use.
E4.02.5 Each Bin must be labeled with a listing of materials that may and may not be
placed in a particular Bin type, and each Bin must include a conspicuous warning: “Not to be used for
the disposal of hazardous, electronic, or universal waste.” Bins must be labelled in English and Spanish.
E4.02.6 Bid lids must be constructed of metal or heavy plastic, so as to minimize the
intrusion of rainwater and minimize odors. Locking bins will be provided upon request at the rate set forth
in Exhibit 1.
E4.02.7 Bins must be capable of being lifted into the Collection Vehicle without damage
under normal usage.
E4.02.8 Bins must meet all applicable colors and labeling specifications as set forth by
CalRecycle (i.e., blue = recycle, black/charcoal = trash, green/brown = yard waste/mixed organics, green
w/yellow lid or yellow = food waste or other color standards as determined by CalRecycle prior to the
start of this Agreement).
E4.03 Roll-off Container Specifications.
Roll-off specifications shall be the same as Bin specifications E4.02.1 through E4.02.6, and E4.02.8.
Roll-offs shall be provided in sizes 10, 20, 30, 40 cubic yards. Compactors shall be available in sizes 10,
20,35, 40 cubic yards.
E4.04 Kitchen Food Waste Pails
Contractor is responsible for the purchase and distribution of fully assembled and functional Kitchen
Food Waste Pails to SFD and MFD Service Units in the Service Area, including to new Service Units
that are added to Contractor’s Service Area during the term of this Agreement. The initial distribution of
Kitchen Food Waste Pails must be completed no later than August 1, 2023 along with educational
outreach materials as approved by City and will be provided at no additional charge (one (1) pail per
Dwelling Unit). The distribution to new Service Units must be completed within three (3) Work Days of
receipt of notification from City or the Service Unit.
E4.05 Containers End of Life
Collection Containers must be recycled at the end of their useful life.
DRAFT AGREEMENT.V1 Page 107 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
E4.06 Containers Purchase
Contractor shall report all new Carts and Bins purchased pursuant to this Agreement to its address within
the City, and shall report all purchases of Carts and Bins under this Agreement as attributable to the City
for sales tax purposes.
3584
DRAFT AGREEMENT.V1 Page 108 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
Exhibit 5 3585
Transition Plan 3586
_____________ has extensive experience in new program roll-outs ensuring success for the City of 3587 Rosemead franchise implementation. Transition experience includes various conversions and 3588
implementations of residential and commercial program including regulatory compliance, information 3589 materials development, container delivery and removal, mailings, advertisements, routing, billings, 3590 audits, and ongoing education. 3591 3592 After Contract Execution and prior to the Contact Start Date, _____________ will provide the City an 3593 update to the Start-Up Transition Roll-Out Plan for approval. The plan will include an updated detailed 3594
timeline with descriptions and estimated dates for minimally, all of the following: 3595 3596
• Vehicles 3597
• Order specifications 3598
• Confirmation of delivery dates 3599
• Containers 3600
• Order specifications 3601
• Confirmation of delivery dates 3602
• Staging and assembly location 3603
• Customer container size selection 3604
• Distribution plan 3605
• Including collection of existing containers 3606
• Employees 3607
• Hiring progress 3608
• Training 3609
• Public Outreach and Education 3610 3611 A transition provides customers with an experience that is reliable, orderly, seamless, and without 3612 service interruptions conducted thoroughly and professionally by staff. The transition services may 3613 include the following as appropriate: 3614 3615
• Collect solid waste from outgoing contractor's containers 3616
• Allow the outgoing contractor to collect from _____________ containers 3617
• Allow the future contractor to collect from _____________ containers during the transition 3618
• Service, remove and store outgoing contractor's containers after the transition 3619
• Continue customer's services, container quantity and sizes, and applicable discounts from 3620 outgoing contractor's customer service list, including not providing containers to addresses not 3621 utilizing outgoing contractor's services 3622 3623 1. Prior to the Start of Integrated Solid Waste Handling Services 3624 3625 3626 3627 a. Transition Team Approach 3628 3629 b. Proposal/Negotiation Phase 3630 3631 c. Start-Up/Transition Phase 3632 3633 3634
DRAFT AGREEMENT.V1 Page 109 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
d. Contract Phase 3635 3636 2. Customer Communications & Selection of Equipment 3637 3638 3. Employee Retention 3639 3640
A. Training Route Drivers 3641 3642 B. Training: CSRs 3643 3644 C. Training: Mechanics 3645 3646 4. Transition Services 3647 3648 a) Regular Meetings 3649 3650 b) Activated Phone Lines 3651 3652
c) Determining Routes 3653 3654 d) Vehicle and Container Delivery from Manufacturer 3655 3656 5. Public Outreach and Education Activities 3657 3658 6. Transition Coordination 3659 3660 7. Transition Schedule 3661 3662
Phase / Activity Start Date End Date
(1) PRE-CONTRACTING PHASE
(a) City identifies recommended proposer.
(b) Order Collection Vehicles
(2) CONTRACTING PHASE
(a) Contract Award/Execute Agreement
(b) Insurance
(c) Performance Security
(d) Execute Agreement
(e) Contracting Fee
(3) TRANSITION PHASE
(a) Transition Activities:
(i) Transition Planning
(ii) Transition Team Meetings (Weekly)
(iii) After Action Meeting
(b) Employment Activities:
(i) Invitation to Apply
(ii) Recruitment / Family Fair
(iii) Employment Start Date
(c) Equipment Activities:
(i) Collection Vehicles
(ii) Residential Cart Production
(iii) Commercial Bin Procurement
(iv) Residential Cart Distribution / Removal
(v) Commercial Bin Distribution / Removal
(d) Customer Activities:
DRAFT AGREEMENT.V1 Page 110 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
Phase / Activity Start Date End Date
(i) CSR at City Hall
(ii) Customer Service Training
(iii) Residential Account Information
Customer Update & Audit
Initial Billing & Reporting
(iv) Commercial Account Information
Verification & Sustainability Programs
Customer Upload & Audit
Initial Billing
(v) Routing
(vi) City Facilities
Initial Billing & Reporting
Initial Billing
(e) Education, Outreach & Diversion Activities
(i) Residential Service Brochure
(ii) Print & Social Media
(iii) Update _____________ Website
(iv) Community Meeting
(v) Local Organizations Presentation
(vi) Neighborhood Associations
(vii) Residential Services Selection
(f) Food Recovery Assistance
(4) SERVICE START
(a) Route Adjustments
(b) Compliance Review
(c) Identify Tier One & Tier Two Customers
(d) Assist Tier One & Recovery Inspections
3663 8. Commencement Date of Collection 3664 3665 9. Commercial Generator Transition Plan Supplement 3666 3667 Below is the supplemental transition schedule highlighting major milestones of the process. 3668 3669
Commercial - Phase I Activity Start Date End Date
(a) Contract Award
(b) Collection Vehicles
(c) Compliance Review
(d) Share Review Results with City Staff
(e) Commercial Customer Outreach (Most Impacted)
(f) Commercial Customer Outreach (All Others)
(g) Community Meetings
(h) Commercial Bins Added, Replaced or Painted
(i) Recruitment (Additional Commercial Drivers)
(j) Final Customer Container Selection
(k) Bins Delivered
(l) Service Start
3670
3671
DRAFT AGREEMENT.V1 Page 111 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
Exhibit 6 3672
Administrative Charges and Penalties 3673
Item Amount if Not Cured
in 30 Days
If Cured in 30
Days
a. Failure to respond to each complaint within three (3) Work
Days of receipt of complaint. $100 per incident per Service Recipient.
b. Failure to maintain call center hours as required by this
Agreement. $100 per day. -0-
c. Failure to submit to City all reports by the deadlines
required under the provisions of this Agreement. $100 per day. -0-
d. Failure to include all parts of quarterly and annual reports
specified in Sections 22.02 and 22.03 in the submitted
report
$100 per day. -0-
e. Failure to submit to City all payments by the deadlines
required under the provisions of this Agreement.
1% of the total amount due if fees are 1
– 10 days late; and 10% of the total
amount due if fees are more than 10
days late.
f. Failure for Collection Container to be compliant with
specifications of Exhibit 4.
$50.00/each Collection
Container not
compliant.
-0-
g. Failure for Collection Container to be compliant with SB
1383 labeling requirements.
$50.00/each Collection
Container not
compliant.
-0-
h. Failure to display Contractor’s name and customer
service phone number on Collection Vehicles.
$100 per incident per
day. -0-
i. Failure to Collect a missed collection Container by close
of the next Work Day upon notice to Contractor, that
exceeds twenty (20) in any Calendar Year.
$1,000 per Calendar
year, plus $10 per
incident per day.
-0-
j. Failure to repair or replace damaged Containers within
the time required by this Agreement, that exceeds twenty
(20) in any Calendar year.
$1,000 per Calendar year, plus $10 per
incident per day.
k. Failure to maintain collection hours as required by this
Agreement. $100 per day. -0-
l. Failure to have Contractor personnel in Contractor-
provided uniforms.
$25 per day per
employee. -0-
DRAFT AGREEMENT.V1 Page 112 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
Item Amount if Not Cured
in 30 Days
If Cured in 30
Days
m
.
Failure of Contractor to follow Recyclable Materials and
Organic Waste Contamination and Overage procedures
as set forth under Section 5.07 and 5.13.
$100/day for failure to
implement correction
plan.
Submit for
approval to
City and
implement
plan of
correction to
City within 30
days.
n. Vehicle fluid leak incidents from Contractor Collection
Vehicles in excess of three (3) during a calendar year.
$5000 per
incident in
excess of
three (3)
o. Failure of Contractor to provide proof of performance
bond as required by this Agreement Agreement Default $500 per day
p. Failure of Contractor to provide proof of insurance as
required by this Agreement Agreement Default $500 per day
q. Failure to provide City with documentation verifying
Diversion, as outlined in Section 8.01.1, was achieved.
$10,000/Quarter
Submit for
approval to
City and
implement
plan of
correction
within 30
days.
r. Failure to Collect holiday trees on Collection Days. $25 per day. -0-
s. Failure to commence service to a new Service Recipient
within seven (7) days after order. $150 per day -0-
t. Failure to initially respond to a Service Recipient
complaint within one (1) business day.
$50.00 per failure to
resolve customer
compliant or request
-0-
3674
DRAFT AGREEMENT.V1 Page 113 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
Exhibit 7 3675
Customer Service Plan 3676
Overview 3677 3678 1. Service Recipient Billing 3679 3680 2. Technology Network 3681 3682 3. Staffing Levels 3683 3684 4. Payment Programs 3685 3686
DRAFT AGREEMENT.V1 Page 114 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
Exhibit 8 3687
Collection Service Operations Plan 3688
_____________’s continued growth and extensive experience in collection programs, processing and 3689 diversion have situated the company in a position to ensure that necessary resources will be available 3690
during the transition period and contract term. 3691 3692 1. Vehicles 3693 3694 New collection vehicles are on order to service the City in preparation for a contract award. 3695 _____________ will utilize uniquely numbered, new model year _____ vehicles with a useful life 3696
expectancy of fifteen (15) years. This will include: 3697 3698 3699 3700 3701 3702
3703 3704 3705 3706 3707 a) Automated Collection Vehicles 3708
3709 b) Commercial Collection Vehicles 3710 3711 c) Other Vehicles 3712 3713 d) Specialized Equipment 3714
3715 3716 e) Vehicle Specifications 3717 3718 The requested vehicle specifications are identified below. 3719 3720
Fuel Type Size # of Axles GVWR Capacity # of Collection Compartments Side Loader Side Loader Front Loader Scout Truck Flat Bed
3721 3722 f) Reduction of Air Emissions and Wear & Tear on City Streets 3723 3724 g) Vehicle Technology 3725 3726 h) Vehicle Appearance 3727 3728 i) Vehicle Maintenance Program 3729 3730 3731
Quantity Type Model Year Useful Life
DRAFT AGREEMENT.V1 Page 115 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
j) Vehicle Maintenance Schedule 3732 3733 2. Containers 3734 3735 a. Past Experience 3736 3737
b. Sufficiency of Capacity 3738 3739
Container Dimensions
Container Height Width Depth
35 Gallon Cart
65 Gallon Cart
95 Gallon Cart
1 Cubic Yard Bin
1½ Cubic Yard Bin
2 Cubic Yard Bin
3 Cubic Yard Bin
4 Cubic Yard Bin
6 Cubic Yard Bin
3740 c. Bin Enclosures and Limited Space 3741 3742 d. Container Appearance 3743 3744
1) Container Durability 3745 3746 2) Automated Carts 3747 3748 3) Commercial Bins 3749 3750
e. Container Maintenance Program 3751 3752 3. Route Operations 3753 3754 a) Advantages to Collection Vehicles Chosen 3755 3756
b) Driver Responsibilities 3757 3758 c) Anticipated Driver Productivity 3759 3760
Route Operations # of Crew # of Trucks # of Routes
Total Route Hours
On Route Hours
Total # of Containers Collected
# of Containers Collected / Hour
# of Vehicle Passes per Customer per week
Residential Trash
Residential Recycling Residential Organics
Commercial Trash
Commercial Recycling
DRAFT AGREEMENT.V1 Page 116 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
Route Operations # of Crew # of Trucks # of Routes
Total Route Hours
On Route Hours
Total # of Containers Collected
# of Containers Collected / Hour
# of Vehicle Passes per Customer per week
Commercial Organics
Bulky Collection Barrel / Bin Delivery
Scout Bin Route
3761
d) Operational Communications 3762 3763 e) Driver Contamination Monitoring 3764 3765 f) Annual Service Level and Billing Audit Approach 3766 3767
1) Audit Plan 3768 3769 2) Route Maps 3770 3771 3) Route Audit Team 3772 3773
4) Route Audit Team Training 3774 3775 5) Conducting the Audit 3776 3777 4. Facilities 3778 3779
a) Designated Facilities 3780 3781 _____________ corporate offices and hauling operations facilities used to service the City are 3782 listed below: 3783 3784
Facility Location Distance to City Center
Hauling Operations
Corporate Offices
3785 _____________ proposes delivering solid waste, commingled recyclables, and organics to the 3786 facilities listed below. 3787
3788
Commodity Disposal Facility Facility Owner Location Distance to City Center
Solid Waste/ Residue
Recyclables
DRAFT AGREEMENT.V1 Page 117 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
Commodity Disposal Facility Facility Owner Location Distance to City Center
Organic Waste
E-Waste
3789 b) Estimated Recovery Rates Net of Residue 3790 3791
Commodity Disposal Facility Recovery Rate Permitted Capacity
Recyclables
Organic Waste
3792 c) Operational Limitations of Recycling and Organic Waste Processing 3793 3794 1) Organic Waste Processing 3795 3796 2) Recyclable Material Processing 3797 3798 d) How Recyclable Materials Will Be Marketed and Sold, Contingencies 3799 3800 5. Safety 3801 3802 a. Staffing Safety Requirements 3803 3804
1) Training 3805 2) Personal Protective Equipment 3806 3807 6. Reporting 3808 3809 a. Detailed monitoring and reporting 3810 b. Method Used to Track Tonnage 3811 c. Process for Reporting Complaints 3812 3813 7. Scavenging 3814 3815
3816
DRAFT AGREEMENT.V1 Page 118 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
Exhibit 9 3817
City-Approved Processing and Disposal Facilities 3818
The City has approved the following Disposal Facilities, Organic Waste Processing Facilities, Material 3819
Recycling Facilities, and Transfer Stations to manage the specified services and otherwise assist the 3820
Contractor in the performance of the requirements of the Agreement. The Maximum Services Rates in 3821
Exhibit 1 assume all material is delivered to the approved facility. Any City-directed changes to any other 3822
non-approved facility will be considered a City-directed change in accordance with Section 30.01. The 3823
capabilities and capacities of such facilities may change during the term of this Agreement; as such City 3824
reserves the right to redirect materials to alternate facilities in accordance with any such changes. 3825
Disposal Facility 3826
3827
Approved City Facilities
SWIS Number Site Name County Enforcement Agency (LEA/EA)
3828
Transfer and Processing Facilities 3829
3830
Approved City Facilities
SWIS Number Site Name County Enforcement Agency (LEA/EA)
3831 3832
DRAFT AGREEMENT.V1 Page 119 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
Exhibit 10 3833
Sustainability and Compliance Plan 3834
1. The Approach to Programs and Facility Requirements 3835 3836
a) Proposed Operating Procedures 3837 3838 b) State Guidelines 3839 3840 c) Think Local 3841 3842
d) Partnership; Standards Development and Education 3843 3844 2. Meeting Diversion Requirements 3845 3846 3847 3. Diversion Programs 3848
3849 3850
Diversion Programs Single Family Multi-Family Commercial City Services Legislative Compliance SB 1383 Education, Outreach, and Training Variable Size Container Collection
Source Separated Recyclables
Special Event Integrated Solid Waste Handling Services
Source Separated Organics Service Level Selection Bulky Item Collection Container Contamination Minimization Holiday Tree Collection Debris Box Collection Construction & Demolition Processing Compost Delivery and Give Away Onsite Waste Consultation Source Separated Green Waste Source Separated Food Waste Manure Edible Food Recovery Assistance Sharps Program Clean-Up Days Paper Shred-Events Home Composting Units Electronic Waste, Textile, Carpet, & Mattress Events City Sponsored Events Litter Abatement Code Enforcement Clean-Up Illegal Dumping Clean-Up City Park Service Additional Programs as Required 3851
DRAFT AGREEMENT.V1 Page 120 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
4. Diversion Facilities 3852 5. Program Schedule 3853 3854
Sector Milestone 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032
Residential & Multi-Family
Education & Outreach
Route Reviews
Container Size
Adjustments
Record
Keeping
Enforcement
Support
Diversion
Programs
Commercial (includes mixed-use service recipients)
Education &
Outreach
Route Reviews
Container Size Adjustments
Commercial Business Requirements Education
Edible Food Recovery
Assistance & Education
Enforcement Support
Record Keeping
Diversion Programs
City
Services
Reporting
Procurement
Community Meetings
School Education & Outreach
Programs
Community
Event Participation
Complaint Investigations
Additional Services
Program Evaluation & Adjustment
DRAFT AGREEMENT.V1 Page 121 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
Sector Milestone 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032
Franchised Diversion Rate Goal
3855 6. Estimated Tonnages SAMPLE 3856 3857 3858
Sector Material 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033
Residential
Recyclables
Organics
Residue
Multi Family
Recyclables
Organics
Residue Commercial (includes mixed-use service recipients)
Recyclables
Organics
Residue
Additional Services
Recyclables
Organics
Residue
Diversion % 3859 7. Contamination Minimization 3860 3861
a. Compliance Review 3862 3863 b. Contamination Monitoring Plan 3864 3865 c. Route Reviews 3866 3867
d. Waste Evaluations 3868 3869 e. Contamination Noticing and Adequate Service Levels 3870 3871 f. Route Reviews & Waste Evaluations 3872 3873
g. Route Review Efficiency 3874 3875 8. Air Emission Reduction 3876 3877 9. Reducing Wear and Tear on City Streets 3878 3879 10. Environmental Stewardship 3880 3881 a. Water and Power Conservation 3882 b. Waste Reduction and Reuse 3883 c. Procurement 3884 d. Other 3885
DRAFT AGREEMENT.V1 Page 122 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
3886 3887 11. Use of Local Vendors 3888 3889 12. Innovative “Green Approach” 3890 3891
a. Electric Collection Vehicle Technology 3892 b. Innovative Facilities 3893 c. Strategic Partnerships 3894 d. Supplier Partnerships 3895 3896 13. Procurement 3897 3898
DRAFT AGREEMENT.V1 Page 123 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
Exhibit 11 3899
Outreach and Education Plan 3900
1. Prior to Service Start Activities 3901 3902 2. Implementation Programs 3903 a. Schedule of Materials 3904 b. Service Brochures 3905 c. Community Meetings 3906 d. Written Notices and Outreach Material 3907 e. City, School, Facilities, and Business Community Programs 3908
f. City Staff Training 3909 3910 3. Methods to Reduce Contamination 3911 3912 4. Benefits of Participation 3913 3914 3915
DRAFT AGREEMENT.V1 Page 124 of 124
RIV #4862-7000-7618 v1
DRAFT 12/6/22
Exhibit 12 3916
Acceptable Recyclable Materials 3917
Recyclable Materials include but are not limited to: 3918 3919
Aluminum cans
Aerosol cans
Aseptic containers
Brochures
Cardboard
Cereal boxes
Clothes hangers
Computer paper
Coupons
Envelopes
Frozen food boxes and trays
Glass bottles/jars
Glass cosmetic bottles
June mail
Laundry bottles
Magazines/catalogs
Newspaper
Paper
Paper tubes
Phone books
Pizza boxes
Plastic containers #1-#7
Plastic film
Plastic milk jugs
Plastic bags
Polystyrene (Styrofoam)
Tin cans
Tissue boxes
Wrapping paper
3920
Attachment 2
STREET SWEEPING SERVICES CONTRACT
(CONTRACTOR NAME) 1. PARTIES AND DATE
This Contract is made and entered into this ____ day of ________, _____ (Effective Date) by and between the City of Rosemead, a municipal corporation of the State of California, located at 8838 E. Valley Blvd., Rosemead, California 91770, (“City”) and [CONTRACTOR NAME] with its principal place of business at [CONTRACTOR ADDRESS] (hereinafter referred to as “Contractor”). City and Contractor are sometimes individually
referred to as “Party” and collectively as “Parties” in this Contract. 2. RECITALS 2.1 Contractor
Contractor desires to perform and assume responsibility for the provisions of certain professional services required by the City on the terms and conditions set forth in this Contract. Contractor represents that it is experienced in providing such work services to public clients, that it and its employees or subcontractors have all necessary licenses and
permits to perform the Services in the State of California, and that is familiar with the plans of City. 2.2 Project
City desires to engage Contractor to render such ongoing professional street sweeping (“Services”) as set forth in this Contract. 3. TERMS 3.1 Scope of Services and Term 3.1.1 General Scope of Services. Contractor promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work
necessary to fully and adequately supply the professional street sweeping services
necessary for the Project (“Services”). The Services are more particularly described in Exhibit “A” attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Contract, the exhibits attached hereto and
[CONTRACTOR NAME] Page 2 of 24 incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.
3.1.2 Term. The term of this Contract shall be from Effective Date shown above for a ten-year period terminating on June 30, 2033 unless earlier terminated as provided herein. Contractor shall complete the Services within the term of this Contract, and shall meet any other established schedules and deadlines.
3.2 Responsibilities of Contractor. 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Contractor or under its supervision. Contractor will
determine the means, methods and details of performing the Services subject to the
requirements of this Contract. City retains Contractor on an independent contractor basis and not as an employee. Contractor retains the right to perform similar or different services for others during the term of this Contract. Any additional personnel performing the Services under this Contract on behalf of Contractor shall also not be employees of City and shall at
all times be under Contractor’s exclusive direction and control. Contractor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Contract and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance,
and workers’ compensation insurance. 3.2.2 Schedule of Services: Contractor shall perform the Services expeditiously, within the term of this Contract, and within the schedules timeline. Contractor represents that it has the professional and technical personnel required to perform the
Services in conformance with such conditions. In order to facilitate Contractor’s conformance with the Schedule, City shall respond to Contractor’s submittals in a timely manner. Upon request of City, Contractor shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services.
3.2.3 Conformance to Applicable Requirements. All work prepared by Contractor shall be subject to the approval of City. 3.2.4 City’s Representative. The City hereby designates the Director of Public Works, Chris Daste, or his designee, to act as its representative for the performance of this
Contract (“City’s Representative”). City’s Representative shall have the power to act on behalf of the City for all purposes under this Contract. Contractor shall not accept direction or orders from any person other than the City’s Representative or his or her designee. 3.2.5 Contractor’s Representative. Contractor hereby designates Mr. Eduardo
Perry Jr., or his designee, to act as its representative for the performance of this Contract (“Contractor’s Representative”). Contractor’s Representative shall have full authority to represent and act on behalf of the Contractor for all purposes under this Contract. The Contractor’s Representative shall supervise and direct the Services, using his/her best skill
and attention, and shall be responsible for all means, methods, techniques, sequences and
procedures and for the satisfactory coordination of all portions of the Services under this
[CONTRACTOR NAME] Page 3 of 24 Contract.
3.2.6 Coordination of Services. Contractor agrees to work closely with City
staff in the performance of Services and shall be available to City’s staff, contractors and other staff at all reasonable times. 3.2.7 Standard of Care; Performance of Employees. Contractor shall perform
all Services under this Contract in a skillful and competent manner, consistent with the
standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the professional calling necessary to perform the Services. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the
Services assigned to them. Finally, Contractor represents that it, its employees and
subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License if applicable, and that such licenses and approvals shall be maintained throughout the term of this Contract. As provided for in the indemnification provisions of this Contract, Contractor
shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Contractor’s failure to comply with the standard of care provided for herein. Any employee of the Contractor or its sub-contractors who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the
safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Contractor and shall not be re-employed to perform any of the Services or to work on the Project.
3.2.8 Laws and Regulations. Contractor shall keep itself fully informed of and in compliance with all local, state aind federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA, AQMD requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with Services. If the Contractor
performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Contractor shall be solely responsible for all costs arising therefrom. Contractor shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Contract, from any claim or liability arising out of any failure or alleged failure to comply with
such laws, rules or regulations. 3.2.9 Insurance: Contractor shall maintain, prior to the beginning of and for the duration of this Contract, insurance coverage as specified in Exhibit B attached to and part of this Contract.
3.2.10 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and
regulations, and shall exercise all necessary precautions for the safety of employees
appropriate to the nature of the work and the conditions under which the work is to be
[CONTRACTOR NAME] Page 4 of 24 performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in
accident prevention for all employees and subcontractors, such as safe walkways, scaffolds,
fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures.
3.2.11 Prevailing Wages. Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on “public
works” and “maintenance” projects. If the Services are being performed as part of an
applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Contract. Contractor shall make
copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Contractor’s principal place of business and at the project site. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged
failure to comply with the Prevailing Wage Laws. 3.2.12 Bonds. 3.2.12.1 Performance Bond: If specifically requested by City,
Contractor shall execute and provide to City concurrently with this Contract a Performance Bond in the amount of the total, not-to-exceed compensation indicated in this Contract, and in a form provided or approved by the City. If such bond is required, no payment will be made to Contractor until it has been received and approved by the City.
3.2.12.2 Payment Bond. If required by law or otherwise specifically requested by City, Contractor shall execute and provide to City concurrently with this Contract a Payment Bond in the amount of the total, not-to-exceed compensation indicated in this Contract, and in a form provided or approved by the City. If such bond is required, no payment will be made to Contractor until it has been received and approved by the City.
3.2.12.3 Bond Provisions. Should, in City’s sole opinion, any bond become insufficient or any surety be found to be unsatisfactory, Contractor shall renew or replace the affected bond within 10 days of receiving notice from City. In the event the surety or Contractor intends to reduce or cancel any required bond, at least thirty (30) days
prior written notice shall be given to the City, and Contractor shall post acceptable replacement bonds at least ten (10) days prior to expiration of the original bonds. No further payments shall be deemed due or will be made under this Contract until any replacement bonds required by this Section are accepted by the City. To the extent, if any, that the total
compensation is increased in accordance with the Contract, the Contractor shall, upon
request of the City, cause the amount of the bonds to be increased accordingly and shall
[CONTRACTOR NAME] Page 5 of 24 promptly deliver satisfactory evidence of such increase to the City. To the extent available, the bonds shall further provide that no change or alteration of the Contract (including, without
limitation, an increase in the total compensation, as referred to above), extensions of time, or
modifications of the time, terms, or conditions of payment to the Contractor, will release the surety. If the Contractor fails to furnish any required bond, the City may terminate this Contract for cause.
3.2.12.4 Surety Qualifications. Only bonds executed by an
admitted surety insurer, as defined in Code of Civil Procedure Section 995.120, shall be accepted. The surety must be a California-admitted surety with a current A.M. Best’s rating no less than A:VIII and satisfactory to the City. If a California-admitted surety insurer issuing bonds does not meet these requirements, the insurer will be considered qualified if it is in
conformance with Section 995.660 of the California Code of Civil Procedure, and proof of
such is provided to the City. 3.3 Fees and Payments.
3.3.1 Compensation. The total compensation shall not exceed [INSERT WRITTEN AMOUNT] Dollars (INSERT NUMERIC AMOUNT) without advance written approval from the City for year one and allowing for annual adjustments for each subsequent contract year based upon changes in the Consumer Price Index (CPI), All Urban Consumers, for Los Angeles-Anaheim-Riverside Area, as published by the United States
Department of Labor. Requests for annual adjustments shall be submitted to the City on or before March 1 of each year. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Contract. 3.3.2 Payment of Compensation. Contractor shall submit to City a monthly
itemized statement that indicates work completed and hours of Services rendered by Contractor. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 30 days after receiving such statement, review the statement and pay all approved charges.
3.3.3 Reimbursement for Expenses. Contractor shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Extra Work. At any time during the term of this Contract, City may
request that Contractor perform Extra Work. As used herein, “Extra Work” means any work that is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Contract. Contractor shall not perform, nor be compensated for, Extra Work without written authorization from City’s Representative. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection. Contractor shall maintain complete and
accurate records with respect to all costs and expenses incurred under this Contract. All
such records shall be clearly identifiable. Contractor shall allow a representative of City
[CONTRACTOR NAME] Page 6 of 24 during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Contract. Contractor shall allow
inspection of all work, data, documents, proceedings, and activities related to the Contract
for a period of three (3) years from the date of final payment under this Contract. 3.5 General Provisions.
3.5.1 Termination of Contract. City reserves the right to terminate this
Contract in the event of any material breach of this Contract, 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 Contract provided that the 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 contend ere to a felony related to this Contract. As used in this Section, the term “Contractor” shall mean only the following: (a) the owner(s) of Contractor (whether shareholders, partners, or otherwise), (b) the members
of the Contractor’s Board of Directors, and (c) Contractor’s President, Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, and/or Secretary. 3.5.1.1 Cumulative Rights. City’s rights of termination are in addition to any other rights of the City upon a failure of Contractor to perform its obligations
under this Contract. 3.5.1.2 Additional Services. In the event this Contract is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.
3.5.2 Delivery of Notices. All notices permitted or required under this Contract shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:
CONTRACTOR: CONTRACTOR NAME CONTRACTOR ADDRESS Attn: Tel:
CITY: City of Rosemead 8838 E. Valley Boulevard
Rosemead, CA 91770
Attn: Director of Public Works
[CONTRACTOR NAME] Page 7 of 24 Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the
party at its applicable address. Actual notice shall be deemed adequate notice on the date
actual notice occurred, regardless of the method of service.
3.5.3 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Contract.
3.5.4 Attorney’s Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Contract, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney’s fees and all other costs of such action.
3.5.5 Indemnification. Contractor shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or
incident to any alleged acts, omissions or willful misconduct of Contractor, its officials, officers, employees, agents, contractors and contractors arising out of or in connection with the performance of the Services, the Project or this Contract, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. Contractor shall defend, at Contractor’s own cost, expense and risk, any and all
such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Contractor shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Contractor shall reimburse City and its directors,
officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials, officers, employees, agents or volunteers.
3.5.6 Entire Contract. This Contract contains the entire Contract of the parties with respect to the subject matter hereof, and supersedes all prior negotiations and understandings. This Contract may only be modified by a writing signed by both parties. 3.5.7 Governing Law. This Contract shall be governed by the laws of the
State of California. Venue shall be in Los Angeles County. 3.5.8 Time of Essence. Time is of the essence for each and every provision of this Contract.
3.5.9 City’s Right to Employ Other Contractors. City reserves right to employ other contractors in connection with this Project. 3.5.10 Successors and Assigns. This Contract shall be binding on the successors and assigns of the parties.
[CONTRACTOR NAME] Page 8 of 24 3.5.11 Assignment or Transfer. Contractor shall not assign, hypothecate, or
transfer, either directly or by operation of law, this Contract or any interest herein without the
prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.
3.5.12 Amendment; Modification. No supplement, modification, or amendment
of this Contract shall be binding unless executed in writing and signed by both Parties. 3.5.13 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit,
privilege, or service voluntarily given or performed by a Party shall give the other Party any
contractual rights by custom, estoppels, or otherwise. 3.5.14 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.
3.5.15 Invalidity; Severability. If any portion of this Contract is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
3.5.16 Prohibited Interests. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Contract. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift
or other consideration contingent upon or resulting from the award or making of this Contract. For breach or violation of this warranty, City shall have the right to rescind this Contract without liability. For the term of this Contract, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Contract, or obtain any present or anticipated material benefit arising therefrom.
3.5.17 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all
activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Contractor shall also comply with all relevant provisions of City’s Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted.
3.5.18 Labor Certification. By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Worker’s Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such
provisions before commencing the performance of the Services.
[CONTRACTOR NAME] Page 9 of 24 3.5.19 Authority to Enter Contract. Contractor has all requisite power and authority to conduct its business and to execute, deliver, and perform the Contract. Each
Party warrants that the individuals who have signed this Contract have the legal power, right,
and authority to make this Contract and bind each respective Party. 3.5.20 Counterparts. This Contract may be signed in counterparts, each of which shall constitute an original.
3.6 Subcontracting. 3.6.1 Prior Approval Required. Contractor shall not subcontract any portion of the work required by this Contract, except as expressly stated herein, without prior written
approval of City. Subcontracts, if any, shall contain a provision making them subject to all
provisions stipulated in this Contract.
[SIGNATURES ON NEXT PAGE]
[CONTRACTOR NAME] Page 10 of 24 CITY OF ROSEMEAD [CONTRACTOR NAME]
________________________ _______ By:____________________ ________ Ben Kim, City Manager Date Signature Date
Name:
Print Attest: Title:
________________________ _______ Ericka Hernandez, City Clerk Date [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONTRACTOR REQUIRED] Approved as to Form:
By: _
________________________ _______ Rachel Richman, City Attorney Date Name:___________________________
Title:
[CONTRACTOR NAME] Page 11 of 24
EXHIBIT A STREET SWEEPING SERVICES
Contractor shall provide street sweeping services to City during the Term in accordance with the terms and conditions of the Agreement and this Exhibit.
1. Manner of Service. Contractor shall provide a Complete Sweep of all Curb Miles on all publicly maintained City Streets once a week, at a minimum. Within any curb mile,
Contractor shall be responsible for sweeping all curbs including median islands and the corners from any cross street intersecting the subject street. The entire area of each intersection shall be swept. The balance of each street shall be swept as needed. The entire roadbed of Rosemead Boulevard (within City limits) shall be swept each time the street is swept. No debris shall be left on the street pavement after sweeping
is completed. Contractor shall obey all laws governing the operation of the sweepers on a public street and shall perform its operations so that sweepers are traversing their routes in the normal direction of traffic.
2. Labor and Materials. Contractor shall furnish all materials, labor, supervision and equipment necessary to perform all work required for regularly scheduled sweeping of
all public streets in the City. Exceptions resulting from equipment breakdowns shall be immediately reported to the City with a catch-up schedule.
3. Maps. Contractor shall provide the street sweeping service route maps to the City Representative upon request, within ninety (90) days from receipt of written notice. The maps shall be provided in a format that can be posted to the City website.
4. Sweeping Method. Unsweepable items that impede sweeping, such as palm fronds, rocks, trash and debris shall be removed from the sweeping path and properly disposed of by the operator rather than driving around them. Items that impede sweeping and are immovable such as construction debris and impaired vertical or horizontal clearance by tree limbs shall be reported to the City immediately for
correction. Contractor is not responsible for areas missed due to parked cars or other personal property. Sweeper operators shall immediately report to Contractor and the City all Illicit discharges observed during routes. Contractor shall train all operators to recognize Illicit discharges and stormwater pollution sources prior to work as street operators and annually thereafter, using City-approved training materials. Such
training shall be documented and made available for review by the City.
5. Standing Water/Drainage Problems. In areas where drainage is a problem, Contractor shall make as many passes as necessary to remove debris from standing water. In addition, all sand, dirt, rocks, gravel, vegetation, and other sweepable debris shall be removed from the street during the sweeping operation. If standing water is
over the top of curb, then Contractor shall not be required to sweep that specific area. Sweeper operators shall report all areas with drainage problems to Contractor and City monthly.
6. Standards of Service. All areas swept under this Agreement shall be thoroughly cleaned. All debris shall be picked up by the sweeper unit and disposed of at
Contractor's expense. Sweeping shall include the removal of all sand, gravel, dirt, litter, vegetation, and any and all other debris that accumulates between sweeps. Curb lines
[CONTRACTOR NAME] Page 12 of 24
shall be swept along both sides of the roadway, or to the edge of pavement where no curb exists, along all curbs on raised medians, over all portions of painted medians, painted left and right turn pockets, and all intersection cross gutters. Sweeping shall
normally require one pass over an area. Contractor shall make additional passes or make such extra effort required to adequately clean the street to the satisfaction of the City. Extra effort shall be required when sweeping equipment leaves a dirt/silt smear in its swept path. Such services will be requested in writing at least twenty-four (24) hours in advance, whenever practical, except for emergency call-outs. The service
standards in this Article may be reviewed and modified as conditions warrant to maintain cleanliness by the City or as necessary to comply with any regulatory permits issued to City.
7. Water. Contractor shall obtain water services from the appropriate water utility the water necessary in the street sweeping operation and use sufficient water to prevent
dust arising during sweeping operations. Contractor shall consult with the appropriate water utility for a map of preferred hydrant locations to be used whenever feasible. The cost of the water shall be borne by Contractor.
7.1. When possible, Contractor shall use reclaimed or tertiary recycled water.
7.2. Contractor shall not discharge liquid waste from the sweeper units onto City
streets or into the storm drain system.
7.3. Washing of sweepers on City property is prohibited. Contractor shall implement best management practices when loading water into the street sweepers to prevent any overflow/potable water discharges into the storm drain system.
8. Sweeper Speed. Contractor shall operate the sweepers at a speed of not more than
five (5) miles per hour in residential areas and eight (8) miles per hour in commercial areas when sweeping or when the sweeper brooms are down, unless Contractor can demonstrate that the sweeper can operate efficiently and safely at a higher speed. City will use industry standards, Environmental Protection Agency information, and the sweeper manufacturer’s recommendations on the speed of sweepers when
considering greater speeds.
9. Width of Sweeper Path. Contractor shall sweep all curb miles and all bike lanes with all brooms down, unless parked vehicles, structures, or other objects prohibit the safe sweeping of this path width. The path shall begin at the face of the curb and include the flow line of the gutter. Unless blocked by parked cars, Garbage Carts, Recycling
Carts, or Organics Carts the face of the curb and gutter shall always be included within the sweeper path. On those residential streets with no curb, the width of the sweeper path shall be not less than eight (8) feet measured from the edge of the pavement toward the center of the street.
10. Street Sweeping Frequency.
10.1. Residential Streets. Contractor shall provide street sweeping service for each curb mile of residential streets in the City once every other week on a scheduled route basis. However, in those instances where the scheduled street sweeping service day falls on a Holiday, Contractor may adjust the route schedule as necessary, consistent with other Integrated Solid Waste Handling
Services. This specifically includes:
[CONTRACTOR NAME] Page 13 of 24
• All public residential streets within the City limits.
10.2. Commercial Streets. Contractor shall provide street sweeping service for each
curb mile of commercial streets in the City once per week on a scheduled route basis. However, in those instances where the scheduled street sweeping service day falls on a Holiday, Contractor may adjust the route schedule as necessary, consistent with other Integrated Solid Waste Handling Services.
10.3. Parking Lots. Contractor shall provide street sweeping service for each curb
mile of designated parking areas in the City once per week on a scheduled route basis. However, in those instances where the scheduled street sweeping service day falls on a Holiday, Contractor may adjust the route schedule as necessary, consistent with other Integrated Solid Waste Handling Services.
10.4. Change in Frequency. The City may direct Contractor to change the frequency
of street sweeping for any City street. Contractor shall implement City-directed changes in frequency within fifteen (15) Work Days of receipt of written notice from the City Representative to adjust sweeping frequency. Any changes under this Article shall be treated as an Allowable Cost.
11. Street Sweeping Hours of Service.
11.1. Days. Routine street sweeping shall be conducted Monday through Friday
unless otherwise approved by the Public Works Director.
11.2. Hours. Standard operating hours for street sweeping under this agreement shall be determined by the City and the Contractor. Arterial streets and commercial streets shall be swept from 2:00 AM to 6:00 AM. Residential streets shall be
swept from 6:00 AM to 4:00 PM. Some areas may be posted with different hours than noted above. It is the Contractors responsibility to familiarize themselves with these areas and adjust the sweeping schedule accordingly with City approval.
11.3. Holidays. The contractor is not required to sweep streets on Sundays nor on
any of the following holidays:
New Years Day Labor Day
President’s Day Veterans Day
Memorial Day Thanksgiving Day
Independence Day Christmas Day
During the week of a holiday, the Contractor shall adjust the weekly schedule so as to return to the normal weekly schedule the following week. Sweeping scheduled for a holiday shall be completed within seven (7) days following the holiday. No modification of this holiday schedule shall be effective unless authorized in writing by the Public Works Director.
12. Street Changes. City and Contractor acknowledge that it may be necessary or
desirable to add or delete City streets for which Contractor will provide street sweeping services or to temporarily modify sweeping schedules. City will provide notice of any such changes to Contractor which may be caused by the following:
• Construction or development on or along a street.
[CONTRACTOR NAME] Page 14 of 24
• Pavement maintenance activities, including the chip seal program or the slurry seal program.
• Inclement weather when running water renders sweeping ineffective.
• Special sweeping on alternative schedule.
• Other legitimate reasons that make sweeping impractical as determined by the
City Representative.
13. Street Additions. As new streets are constructed and accepted by City, City may, at City’s sole option, designate such streets as part of the Service Area for the purposes of street sweeping services. If the City Representative designates such streets as part
of the Service Area, Contractor shall provide street sweeping service on such streets
under the terms and conditions of this Agreement within fifteen (15) workdays of receipt of written notice from the City Representative to begin service. Any changes under this section shall be subject to Agreement section 3.3.4 “Extra Work”.
14. Street Deletions. City may require some City streets to be temporarily or permanently
removed from the list of scheduled streets for which Contractor provides street sweeping service under this Agreement. Contractor shall immediately cease providing street sweeping service to any City Street upon receipt of written notice from the City Representative to stop such service. When a City Street has been temporarily removed from the list of scheduled streets, Contractor shall resume street sweeping
service on such street in the next regularly scheduled cycle following the receipt of written notice from the City Representative to resume service.
15. Revised Maps. Contractor shall revise the street sweeping service route maps to show the addition or deletion of City Streets as provided above and shall provide such revised maps to the City Representative upon request, within ninety (90) days from
receipt of written notice. The maps shall be provided in a format that can be posted to the City website.
16. Parking Citation Officer – Coordination. The City may use a Parking Control Officer to cite vehicles for parking during street sweeping hours. The contractor shall coordinate their sweeping activities with the Parking Control Officer. All costs for
coordination are the responsibility of the contractor, and no additional compensation will be allowed.
17. Adverse Weather Conditions. Because of varying rain conditions throughout the City, Contractor may verbally request permission from the City Representative to cancel sweeping during heavy and persistent rainstorms within the Service Area.
Contractor may cancel sweeping only with the prior consent of the City
Representative.
18. Hazardous Waste. Contractor shall not be required to remove any Hazardous Waste from the street surface. If, while performing street sweeping services, any suspected Hazardous Waste is encountered, Contractor shall immediately report the location to
the City Representative, and any other responsible agency.
19. Disposal of Sweep Waste. Contractor shall transport and deliver all sweep waste to designated bins. Contractor will collect all bins containing sweep waste and deliver to a facility in a manner that meets AB 939 requirements. In the event the facility is closed
[CONTRACTOR NAME] Page 15 of 24
on a workday or is otherwise unable to accept the sweep waste, Contractor shall transport and deliver the sweep waste to another legally permitted facility. Sweep waste Disposal shall not be calculated as part of the annual diversion rate.
20. Spillage. During hauling, all sweep waste shall be contained, covered and enclosed so that leaking, spilling and blowing of the sweep waste is prevented. Contractor shall be responsible for the immediate clean-up of any spillage caused by Contractor.
20.1. Equipment oil, hydraulic fluids, or any other liquid or debris resulting from Contractor’s operations or equipment must be covered immediately with an
absorptive material and removed from the street surface. Contractor must notify City within two (2) hours of any spills resulting from Contractor’s operations or equipment. When necessary, Contractor must apply a suitable cleaning agent to the street surface to provide adequate cleaning.
20.2. The above paragraphs notwithstanding, Contractor must clean up any spillage
caused by Contractor within two (2) hours upon notice from the City. If City deems necessary, Contractor must engage third-party environmental clean-up specialist to remove any equipment oil, hydraulic fluids, or any other liquid or debris that remains on street after Contractor’s own clean-up efforts. If clean-up is not conducted to satisfaction of City, City has right to engage environmental
clean-up specialist to perform additional clean-up work at the expense of Contractor.
20.3. To facilitate such cleanup, Contractor’s vehicles must at all times carry sufficient quantities of petroleum absorbent materials along with a broom and shovel.
21. Street Sweeping Service Routes. Not less than forty-five (45) days prior to commencement of street sweeping services, Contractor shall submit to the City Representative, Service Area maps precisely defining the Sweeper Routes for review and approval by the City Representative. The route maps shall include the days of the month sweeping shall occur, the sweeping schedules in adjacent areas, the areas of
the City to be swept, the start and finish of each route, the location of each dumpsite, and any special needs such as early starts, and late finishes.
21.1. The City Representative may provide written comments on the preliminary maps to Contractor no later than twenty (20) Work Days after receipt of the maps from Contractor. Contractor shall revise the maps to reflect such
comments and return them to the City Representative within twenty (20) workdays after receipt of the City Representative’s comments.
21.2. Upon approval by the City Representative of the final Sweeper Route maps, Contractor shall develop and maintain the Sweeping Routes on a computerized mapping system that is compatible with City’s mapping system to the extent
possible. Street Sweeping maps provided to the City shall be in a format that is suitable for posting to the City website.
21.3. Changes in maps shall be provided by the City, and Contractor shall update the maps in Contractor’s system every month. Such changes shall also be reflected in Contractor’s printed route maps. Contractor shall submit to the City
[CONTRACTOR NAME] Page 16 of 24
Representative, in writing, any proposed route change (including maps thereof) not less than forty-five (45) days prior to the proposed date of implementation.
21.4. The City Representative may provide written comments to Contractor on such
proposed change no later than ten (10) workdays after receipt of the proposal from Contractor, and Contractor shall revise the routes to reflect such comments and return them to the City Representative within ten (10) workdays of receipt of such comments.
21.5. Contractor shall not implement any route changes without the prior written
approval of the City Representative. If the approved route change will change the day on which street sweeping service will occur, Contractor shall notify the affected Service Recipients of route changes not less than thirty (30) workdays before the proposed date of implementation in a manner approved by the City Representative.
22. Other City Sweep Service. If during the Term, circumstances exist that require work associated with the street sweeping service program that is not specifically provided for in this Agreement, the City Representative may require Contractor to perform such other associated work (“OAW”). Any changes under this section shall be subject to Agreement section 3.3.4 “Extra Work”.
22.1. When Contractor performs OAW, the labor, materials, and equipment used in the performance of such work shall be subject to the prior written approval of the City Representative.
22.2. Examples of OAW that Contractor may be required to perform include: performance of special sweeps, flood clean-up, street sanitation for parades
and celebrations, City requested clean-up services, and any contingency where sweeper and supporting sweeper equipment could assist in a particular instance.
23. Street Sweeping Quality of Work. The standards of performance which Contractor is obligated to meet are those good street sweeping practices which leave the service
area in a debris and dirt-free condition and using sufficient water to avoid airborne dust arising from equipment operation.
24. Street Sweeping Equipment.
24.1. General Provisions. All street sweeping service equipment used by Contractor in the performance of services under this Agreement shall be of a high quality
and of the vacuum type in conformance with the City’s MS4 Permit. The collection vehicles shall be designed and operated to prevent collected materials from escaping from the collection vehicles. Hoppers shall be closed on top and on all sides with screening material to prevent collected materials from leaking, blowing, or falling from the collection vehicles. All sweepers shall
have an operational strobe and back-up alarm and shall conform to all Federal, State and local government safety requirements.
24.2. Clean Air Collection Vehicles. During the Term, to the extent required by law, Contractor shall provide its Street Sweeping vehicles to be in full compliance with all Applicable Laws, including State and federal clean air requirements that
are adopted or proposed to be adopted, including, but not limited to, the
[CONTRACTOR NAME] Page 17 of 24
California Air Resources Board Heavy Duty Engine Standards as currently proposed to be contained in California Code of Regulations, title 13, sections 2020 et seq., the Federal EPA’s Highway Diesel Fuel Sulfur regulations and all
other applicable air pollution control laws.
24.3. Vehicle Noise Level. All Street Sweeping operations shall be conducted as quietly as possible and must comply with Applicable Laws, including federal EPA noise emission regulations, currently codified at Code of Federal Regulations, Title 40, Part 205.
24.4. Reserve Equipment. Contractor shall have available to it, at all times, reserve collection and street sweeping service equipment that 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 Contractor to perform Contractor’s duties under this Agreement.
24.5. Condition of Equipment. All equipment shall be maintained in good mechanical condition, including brushes and brooms that shall be replaced at regular intervals. Contractor shall immediately clean any vehicle fluids (hydraulic fluids, lubricating oils, etc.) that leak or spill from equipment into the street or public right of way.
24.6. Storage. Sweeping equipment shall not be stored in the public right of way unless mechanical failure prevents immediate removal. In the event of mechanical failure, all efforts must be made to remove the equipment from the public right of way as soon as possible. The City must approve any overnight storage in public right of way. Contractor may enter into optional Storage
Agreement with City to store Sweeper equipment at City facility. In the absence of such Storage Agreement with City, sweeping equipment shall not be stored on City Property.
24.7. City inspection. All equipment is subject to inspection by the City at any time.
25. Staffing. All Street Sweeper operators shall abide by the requirements set forth in this
Agreement.
Contractor’s employees shall be required to wear a clean uniform bearing the Contractor's name. Employees who normally and regularly come into 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 in the City.
Employees driving the Contractor’s vehicles shall at all times possess and carry A valid commercial drivers license issued by the state of California.
Any person employed by the Contractor who fails or refuses to carry out the directions of the City, acts in a disorderly, improper, or unsafe manner or shows signs of intoxication or impairment shall be immediately removed from the job site by the
Contractor. Prior to returning a removed employee to work within the City, the Contractor shall provide in writing the reason for the individuals behavior and the means used to prevent the behavior from occurring again. Failure of the Contractor to prevent, prohibit, or resolve problems with its employees working within the city will result in sweeping operations being suspended until further notice. The City may enter
[CONTRACTOR NAME] Page 18 of 24
a contract with another party for street sweeping services during such a suspension, and the Contractor will be liable for all costs.
26. Communication. Contractor shall have direct communication with all sweeping
operators in the field utilizing radios or cellular telephones. Each sweeper operator shall have the ability to communicate verbal information immediately to City staff, Police and Fire Department personnel, residents, and to report illicit stormwater discharges and hazardous street or drainage conditions to the City. Contractor shall also report missed routes and citizen complaints and resolution to the City on a weekly
basis, when applicable.
26.1. Contractor shall supply a 24-hour message telephone number to the City Traffic Engineer so that the City can notify Contractor of traffic counter installations.
26.2. Drivers shall be aware of their locations to raise their brooms and avoid destruction of traffic counter cables. Contractor shall use due diligence to avoid
traffic counter cables.
26.3. All Sweepers shall have a GPS tracker located in the trucks, with all data accessible to City staff.
27. Deficiencies and Corrections. The City may also make regular unannounced inspections of Street Sweeping locations if a swept area is deemed to be below
acceptable performance standards, the substandard section shall be re-swept within one (1) workday of notification. Contractor shall resweep at their own expense. The City shall be notified of the completed re-sweep.
28. City MS4 Permit. Contractor shall meet street sweeping requirements included in the City’s current Stormwater Discharge Permit as it may be amended, revised, or
reissued from time to time (“MS4 Permit”).
[CONTRACTOR NAME] Page 19 of 24
EXHIBIT B
INSURANCE REQUIREMENTS
Prior to the beginning of and throughout the duration of the Work, Contractor will
maintain insurance in conformance with the requirements set forth below. Contractor will
use existing coverage to comply with these requirements. If that existing coverage does not
meet the requirements set forth here, Contractor agrees to amend, supplement or endorse
the existing coverage to do so. Contractor acknowledges that the insurance coverage and
policy limits set forth in this section constitute the minimum amount of coverage required.
Any insurance proceeds available to City in excess of the limits and coverage required in
this agreement and which is applicable to a given loss, will be available to City.
Contractor shall provide the following types and amounts of insurance:
Commercial General Liability Insurance. Contractor shall maintain commercial
general liability insurance with coverage at least as broad as Insurance Services Office
form CG 00 01, in an amount not less than $2,000,000 per occurrence, $4,000,000 general
aggregate, for bodily injury, personal injury, and property damage. The policy must include
contractual liability that has not been amended. Any endorsement restricting standard ISO
“insured contract” language will not be accepted.
Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including
symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no event to
be less than $2,000,000 combined single limit for each accident. If Contractor owns no
vehicles, this requirement may be satisfied by a non-owned auto endorsement to the
general liability policy described above. If Contractor or Contractor's employees will use
personal autos in any way on this project, Contractor shall provide evidence of personal
auto liability coverage for each such person.
Workers Compensation on a state-approved policy form providing statutory benefits
as required by law with employer’s liability limits no less than $1,000,000 per accident or
disease.
Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit
requirements, shall provide coverage at least as broad as specified for the underlying
coverages. Any such coverage provided under an umbrella liability policy shall include a
drop down provision providing primary coverage above a maximum $25,000 self-insured
retention for liability not covered by primary but covered by the umbrella. Coverage shall be
provided on a "pay on behalf' basis, with defense costs payable in addition to policy limits.
Policy shall contain a provision obligating insurer at the time insured's liability is
[CONTRACTOR NAME]
Page 20 of 24
determined, not requiring actual payment by the insured first. There shall be no cross-
liability exclusion precluding coverage for claims or suits by one insured against another.
Coverage shall be applicable to City for injury to employees of Contractor, subcontractors or
others involved in the Work. The scope of coverage provided is subject to approval of City
following receipt of proof of insurance as required herein. Limits are subject to review but in
no event less than $1 Million per occurrence.
Pollution (environmental impairment) Liability: Environmental Impairment Liability Insurance
shall be written on a Contractor's Pollution Liability form or other form acceptable to Agency
providing coverage for liability arising out of sudden, accidental and gradual pollution and
remediation. The policy limit shall be no less than $1,000,000 dollars per claim and in the
aggregate. All activities undertaken in this agreement shall be specifically scheduled on the
policy as "covered operations.”
Professional Liability or Errors and Omissions Insurance as appropriate shall be
Insurance procured pursuant to these requirements shall be written by insurers that
are admitted carriers in the state of California and with an A.M. Bests rating of A- or better
and a minimum financial size VII.
General conditions pertaining to provision of insurance coverage by Contractor.
Contractor and City agree to the following with respect to insurance provided by Contractor:
1. Contractor agrees to have its insurer endorse the third-party general liability
coverage required herein to include as additional insureds City, its officials,
employees and agents, using standard ISO endorsement No. CG 2010 (or
otherwise consistent with the insurer’s endorsement). Contractor also agrees
to require all contractors, and subcontractors to do likewise.
2. No liability insurance coverage provided to comply with this Agreement shall
prohibit Contractor, or Contractor's employees, or agents, from waiving the
right of subrogation prior to a loss. Contractor agrees to waive subrogation
rights against City regardless of the applicability of any insurance proceeds,
and to require all contractors and subcontractors to do likewise.
3. All insurance coverage and limits provided by Contractor and available or
applicable to this agreement are intended to apply to the full extent of the
policies. Nothing contained in this Agreement or any other agreement relating
to the City or its operations limits the application of such insurance coverage.
[CONTRACTOR NAME]
Page 21 of 24
4. None of the coverages required herein will be in compliance with these
requirements if they include any limiting endorsement of any kind that has not
been first submitted to City and approved of in writing.
5. No liability policy shall contain any provision or definition that would serve to
eliminate so-called "third party action over" claims, including any exclusion for
bodily injury to an employee of the insured or of any contractor or
subcontractor.
6. All coverage types and limits required are subject to approval, modification
and additional requirements by the City, as the need arises. Contractor shall
not make any reductions in scope of coverage (e.g. elimination of contractual
liability or reduction of discovery period} that may affect City's protection
without City's prior written consent.
7. Proof of compliance with these insurance requirements, consisting of
certificates of insurance evidencing all of the coverages required and an
additional insured endorsement to Contractor's general liability policy, shall be
delivered to City at or prior to the execution of this Agreement. In the event
such proof of any insurance is not delivered as required, or in the event such
insurance is canceled at any time and no replacement coverage is provided,
City has the right, but not the duty, to obtain any insurance it deems
necessary to protect its interests under this or any other agreement and to
pay the premium. Any premium so paid by City shall be charged to and
promptly paid by Contractor or deducted from sums due Contractor, at City
option.
8. Certificate(s) are to reflect that the insurer will provide 30 days notice to City of
any cancellation of coverage. A ten (10) day notice to City shall apply to
nonpayment of premiums. Contractor agrees to require its insurer to modify
such certificates to delete any exculpatory wording stating that failure of the
insurer to mail written notice of cancellation imposes no obligation, or that
any party will "endeavor" (as opposed to being required) to comply with the
requirements of the certificate.
9. It is acknowledged by the parties of this agreement that all insurance
coverage (except Professional Liability and Workers’ Compensation) required
to be provided by Contractor or any subcontractor, is intended to apply first
and on a primary, noncontributing basis in relation to any other insurance or
self-insurance available to City.
[CONTRACTOR NAME]
Page 22 of 24
10. Contractor agrees to ensure that subcontractors, and any other party
involved with the project who is brought onto or involved in the project by
Contractor, provide the same minimum insurance coverage required of
Contractor. Contractor agrees to monitor and review all such coverage and
assumes all responsibility for ensuring that such coverage is provided in
conformity with the requirements of this section. Contractor agrees that upon
request, all agreements with subcontractors and others engaged in the
project will be submitted to City for review.
11. Contractor agrees not to self-insure or to use any self-insured retentions or
deductibles on any portion of the insurance required herein and further
agrees that it will not allow any contractor, subcontractor, Architect, Engineer
or other entity or person in any way involved in the performance of work on
the project contemplated by this agreement to self-insure its obligations to
City. If Contractor's existing coverage includes a deductible or self-insured
retention, the deductible or self-insured retention must be declared to the
City. At that time the City shall review options with the Contractor, which may
include reduction or elimination of the deductible or self-insured retention,
substitution of other coverage, or other solutions.
12. The City reserves the right at any time during the term of the contract to
change the amounts and types of insurance required by giving the Contractor
ninety (90) days advance written notice of such change. If such change
results in substantial additional cost to the Contractor, the City will negotiate
additional compensation proportional to the increased benefit to City.
13. For purposes of applying insurance coverage only, this Agreement will be
deemed to have been executed immediately upon any party hereto taking
any steps that can be deemed to be in furtherance of or towards performance
of this Agreement.
14. Contractor acknowledges and agrees that any actual or alleged failure on the
part of City to inform Contractor of non-compliance with any insurance
requirement in no way imposes any additional obligations on City nor does it
waive any rights hereunder in this or any other regard.
15. Contractor will renew the required coverage annually as long as City, or its
employees or agents face an exposure from operations of any type pursuant
to this agreement. This obligation applies whether or not the agreement is
canceled or terminated for any reason. Termination of this
[CONTRACTOR NAME]
Page 23 of 24
obligation is not effective until City executes a written statement to that
effect.
16. Contractor shall provide proof that policies of insurance required herein
expiring during the term of this Agreement have been renewed or replaced
with other policies providing at least the same coverage. Proof that such
coverage has been ordered shall be submitted prior to expiration. A coverage
binder or letter from Contractor's insurance agent to this effect is acceptable.
A certificate of insurance and/or additional insured endorsement as required
in these specifications applicable to the renewing or new coverage must be
provided to City within five days of the expiration of the coverages.
17. The provisions of any workers' compensation or similar act will not limit the
obligations of Contractor under this agreement. Contractor expressly agrees
not to use any statutory immunity defenses under such laws with respect to
City, its employees, officials and agents.
18. Requirements of specific coverage features, or limits contained in this section
are not intended as limitations on coverage, limits or other requirements nor
as a waiver of any coverage normally provided by any given policy. Specific
reference to a given coverage feature is for purposes of clarification only as it
pertains to a given issue, and is not intended by any party or insured to be
limiting or all inclusive.
19. These insurance requirements are intended to be separate and distinct from
any other provision in this agreement and are intended by the parties here to
be interpreted as such.
20. The requirements in this Section supersede all other sections and provisions
of this Agreement to the extent that any other section or provision conflicts with
or impairs the provisions of this Section.
21. Contractor agrees to be responsible for ensuring that no contract used by any
party involved in any way with the project reserves the right to charge City or
Contractor for the cost of additional insurance coverage required by this
agreement. Any such provisions are to be deleted with reference to City. It is
not the intent of City to reimburse any third party for the cost of complying
with these requirements. There shall be no recourse against City for payment
of premiums or other amounts with respect thereto.
[CONTRACTOR NAME] Page 24 of 24
Contractor agrees to provide immediate notice to City of any claim or loss against
Contractor arising out of the work performed under this agreement. City assumes no
obligation or liability by such notice but has the right (but not the duty) to monitor the
handling of any such claim or claims if they are likely to involve City.