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EDCO Disposal Corp (Residential) AMENDMENT TO AGREEMENT BETWEEN CITY OF RANCHO PALOS VERDES AND EDCO DISPOSAL CORPORATION FOR RESIDENTIAL SOLID WASTE MANAGEMENT SERVICES THIS AMENDMENT TO EDCO AGREEMENT FO' INTEGRATED SOLID WASTE MANAGEMENT SERVICES ("Amendment") dated as of 4_ ___ 0 , 2015, is made and entered into by and between CITY OF RANCHO PALOS V4' I ES, a California municipal corporation("City"), and EDCO DISPOSAL CORPORATI t , a California corporation ("Contractor"). Collectively, City and Contractor are referred to herein as the "Parties". RECITALS: A. City and Contractor entered into that certain Agreement Between City of Rancho Palos Verdes and EDCO Disposal Corporation for Residential Solid Waste Management Services Service dated on or about November 24, 2009 ("EDCO Agreement"). All capitalized terms not otherwise defined in this Amendment shall have the meanings specified in the EDCO Agreement. B. Pursuant to the EDCO Agreement, Contractor was granted the exclusive right and privilege to provide Solid Waste and Recyclable Materials Handling Services at Residential Premises within Service Area 1. C. City and Universal Waste Systems, Inc., a California corporation ("UWS") entered into that certain Agreement Between City of Rancho Palos Verdes and Universal Waste Systems Inc. for Residential Solid Waste Management Services dated on or about May 5, 2009 ("UWS Agreement"). Pursuant to the UWS Agreement, UWS was granted the exclusive right and privilege to provide Solid Waste and Recyclable Materials Handling Services at Residential Premises within Service Area 2. D. Contractor and UWS have informed City that they have entered into an agreement whereby Contractor would acquire all rights of UWS under the UWS Agreement, and have requested that City approve the assignment of the UWS Agreement to Contractor. E. Contractor has requested an extension of the term of the EDCO Agreement, and the Parties have mutually agreed upon the conditions for such an extension. F. As an inducement to City to extend the term of the EDCO Agreement and approve the assignment of the UWS Agreement, Contractor has offered to freeze all rates in both Service Area 1 and Service Area 2 until July 1, 2016, G. Contractor and City desire to amend the EDCO Agreement to extend the term and make other changes, approve the assignment of the UWS Agreement to Contractor, and incorporate Service Area 2. NOW, THEREFORE, in consideration of the mutual promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, City and Contractor do hereby agree as follows: R6876-0333\1842117v3.doc -1- 1. The foregoing Recitals are incorporated herein this reference. 2. This Amendment shall become effective upon the occurrence of the following conditions precedent: (a) Approval of this Amendment by the City Council of the City of Rancho Palos Verdes; (b) Receipt by City of evidence reasonably satisfactory to the City Attorney that UWS has assigned its rights and obligations under the UWS Agreement to Contractor, and that Contractor has assumed those rights and obligations; and (c) Receipt by City of evidence reasonably satisfactory to the City Manager that the insurance and performance security provided by EDCO pursuant to Sections 9.4, 9.5, and 9.6 of the EDCO Agreement are current, and apply to both Service Area 1 and Service Area 2. 3. City hereby approves the assignment of the UWS Agreement to Contractor, subject to the terms and conditions of this Amendment. The transfer fee and cost reimbursement required by Section 12.5 of the UWS Agreement are hereby waived. 4. The UWS Agreement is hereby terminated, and is of no further force or effect. The EDCO Agreement is hereby amended to include Service Area 2. All references to"Service Area 1" in the EDCO Agreement are hereby revised to read "Service Area 1 and Service Area 2". 5. A map depicting Service Area 2 is attached hereto, and is hereby added to the EDCO Agreement as Exhibit 8. 6. Contractor shall commence Solid Waste and Recyclable Materials Handling Services in Service Area 2 on July 1, 2015. Contractor shall provide curbside collection service, in accordance with Section 4.2.1 of the EDCO Agreement, in the areas depicted as Area A and Area B on Exhibit 8. Contractor shall provide manual backyard Collection, in accordance with Sections 4.14, 4.16, and 4.17 of the EDCO Agreement, in the areas depicted as Area C and Area D on Exhibit 8. 7. Article 1 of the EDCO Agreement is hereby revised to add the definition of Service Area 2, as follows: "1.62.5 Service Area 2 "Service Area 2" means that area of the City identified in Exhibit 8 of this Agreement." 8. Section 2.4 of the EDCO Agreement is hereby revised to read as follows: R6876-0333\1842117v3.doc -2- "2.4 Term of Agreement The term of this Agreement shall commence on July 1, 2015 and expire June 30, 2020 (the "Term"), subject to extension or termination as herein provided. Commencing January 1, 2020 and every year thereafter for a maximum of seven renewals, automatic one year extensions shall be applied to the Term so that the Term of the Agreement shall remain between six (6)months and eighteen(18) months. If all of the automatic extensions take place, the Term shall expire on June 30, 2027. Commencing January 1, 2020, should either Party desire that the automatic one year renewal and extension provision be terminated, such Party may give the other Party written notice of such termination within sixty (60) days prior to January 1 of any year of the Agreement. Such notice will terminate the automatic one year renewal and extension provision, and the Agreement shall remain in effect for the balance of the term then outstanding. By way of example only: the Term shall be extended by one year commencing July 1, 2020, unless within sixty (60) days prior to January 1, 2020, either Party provides notice to the other Party terminating the extension." 9. Section 2.5 of the EDCO Agreement is hereby deleted. 10. For the period commencing July 1, 2015,the Collector Fee shall be $135,450.00 per quarter. Thereafter,the Collector Fee shall be adjusted as provided in Section 3.2.1 of the EDCO Agreement. The Parties acknowledge that this amount reflects the addition of Service Area 2 to the EDCO Agreement. 11. For the period commencing July 1, 2015,the Environmental Programs Fee shall be $34,210.00 per quarter. Thereafter, the Environmental Programs Fee shall be adjusted as provided in Section 3.2.2 of the EDCO Agreement. The Parties acknowledge that this amount reflects the addition of Service Area 2 to the EDCO Agreement. 12. For the period commencing July 1, 2015,the Recycling Rebate shall be $74,000.00 per quarter. Thereafter,the Recycling Rebate shall be adjusted as provided in Section 3.2.3 of the EDCO Agreement. The Parties acknowledge that this amount reflects the addition of Service Area 2 to the EDCO Agreement. 13. Section 4.4.5 (Organics Recycling Plan) is added to Section 4.4 of the EDCO Agreement, as follows: "4.4.5 Organics Recycling Plan Contractor shall provide City a plan for the implementation of organics waste recycling at Residential Premises for City's evaluation and consideration no later than June 30, 2019. City shall be under no obligation to implement the plan and retains the right to modify or consider implementation at a later date. R6876-0333\1842117v3.doc -3- At a minimum, Contractor shall identify the following elements for City consideration: projected participation rates among generators,projected recovery rates at processing facility, increased overall diversion benefit to City,public education component, program sustainability factors, financial implications and proposed implementation schedule. Contractor shall take into account any change of law that would impact the Plan." 14. All references to "Cart" in Subsection 4.6.4.2 of the EDCO Agreement are hereby revised to read"Cart and Contractor-provided manual service Container". 15. Article 4 of the EDCO Agreement is hereby revised to add the following sections, all of which apply only to Service Area 2: "4.14 Manual Backyard Refuse Collection Contractor shall Collect Refuse from Customer-provided Containers once per week from Single-Family Customers and Multi-Family Customers without Bin service in the areas depicted as Area C and Area D on the map attached hereto as Exhibit 8. The Collection location for manual service shall be Customer's back or side yard, or other location that is not visible from the street. These Customers shall be "Manual Collection Customers." The number of Containers is not limited. 4.15 Portuguese Bend Beach Club Litter Containers Contractor shall Collect and Dispose of Solid Waste and Recyclables from litter containers placed at the beach property for no more than the maximum rate identified in the approved rate schedule. Under this EDCO Agreement, Contractor is required to provide this Collection service if requested, but does not have the exclusive right to provide this service, and the Portuguese Bend Beach Club may negotiate with other haulers for this service. 4.16 Recyclable Materials Collection for Manual Collection Customers Contractor shall Collect Recyclable Materials from Contractor-provided 32-gallon Containers with unattached lids and without wheels, placed at the same Collection location as Customer-provided Refuse Containers, once per week from Manual Collection Customers. Recyclable Materials Collected shall be the same as those Collected from Cart Customers. Contractor shall provide a sufficient number of Containers to each Customer to meet each Customer's individual needs. 4.17 Green Waste Collection for Manual Collection Customers Contractor shall Collect Green Waste from Contractor-provided 32-gallon wheeled Containers with unattached lids, as well as unlimited Green Waste tied and bundled as set forth in Section 4.4.1 above,placed at the same Collection location as Customer-provided Refuse Containers, once per week from Manual R6876-0333\1842117v3.doc -4- Collection Customers. Contractor shall provide a sufficient number of Containers to each Customer to meet each Customer's individual needs. 4.18 Brush Clearing Events Contractor shall provide and service sufficient Roll-Off Boxes up to twice per year to each homeowners' association for the purpose of brush clearing. Timing and placement of Containers to be mutually agreed upon between Contractor and each homeowners' association." 16. The maximum rates approved for the Rate Year commencing July 1, 2014 for Service Area 1 and Service Area 2 are attached hereto as Exhibits A and B, respectively. Notwithstanding Article 6 of the EDCO Agreement and Article 6 of the UWS Agreement, Contractor will freeze the City approved July 1, 2014 rates through June 30, 2016 for both Service Area 1 and Service Area 2. In calculating the July 1, 2016 rate adjustment formula, there will be no retroactive recovery of the freeze. The July 1, 2016 rate adjustments will be based only on the most recent twelve month indexes (i.e. January 1, 2015 to December 31, 2015) available at that time. 17. Paragraphs (2) and (3) of Section 6.4.2 of the EDCO Agreement are hereby revised to read as follows: "(2) Annual increase in total disposal component (including Green Waste) in any one year shall be limited to no more than 8%, with non-permitted increases permitted to be applied to any subsequent year's increase to the extent the annual increase does not exceed 8%. (3) Annual increase in disposal component exclusive of disposal at the Orange County Landfill System is limited to no more than 8%, with non-permitted increases permitted to be applied to any subsequent year's increase to the extent the annual increase does not exceed 8%." 18. Section 6.4.3 of the EDCO Agreement is hereby revised to read as follows: "6.4.3 Rate Adjustment Steps All rates will be adjusted using the same methodology and cost component weightings. See Exhibits 5A, 5B and SC. Exhibit SA, Step One - Calculate Percentage Change in Indices. Calculate the percentage increase or decrease in each index listed in Section 6.4.2. The increase or decrease in the published indices for fuel, equipment and all other(CPI, less food and energy) will be the change in the average annual published index between the calendar year ended the December prior to the Rate Year anniversary date and prior calendar year. R6876-0333\1842117v3.doc -5- Example disposal component calculations are included in Exhibit 5B and Exhibit 5C: Exhibit 5B, Step 1: Determine the average disposal cost per ton for non-Orange County Landfill disposal. Exhibit 5B, Step 2: Determine whether the change in the cost per ton of non- Orange County Landfill disposal exceeds the maximum allowable increase of 8%. If so, reduce the new non-Orange County Landfill disposal index to reflect no more than an 8% increase. Exhibit 5B, Step 3: Weight the cost at the Orange County Landfill System and non-Orange County Landfill cost based upon percentage of tonnage directed to each(subject to a 50%minimum to be assumed directed to the Orange County Landfill System). Exhibit 5B, Step 4: Determine whether the change in the total Disposal Component exceeds the maximum allowable overall increase 8%. If so, reduce the new disposal index to reflect no more than an 8% increase. The resulting Average Cost Per Ton in Column P on Row 12 of Exhibit 5B will be the New Index Value used in Exhibit 5A. There may be multiple landfills used, and therefore multiple gate rates for which to calculate the percentage change, which shall be weighted by the number of tons disposed at each landfill. The change in Landfill and Green Waste Disposal indices shall be based upon the change between the per ton gate rates as of the effective date of the rate adjustment and 12 months prior. For example, the rate adjustment effective July 1, 2011 will reflect the change in the gate rate from. July 1, 2010 to July 1, 2011. There shall be no adjustment for changes in disposal rates prior to July 1, 2010. See Exhibit SC to calculate the July 1, 2010 disposal component baseline for the July 1, 2011 rate adjustment. Exhibit 5A, Step Two i. Component Weightings: The first rate adjustment cost components as a percentage of service component costs and of total costs are provided in Section 6.4.2 above, with subsequent components calculated in Step Four of the rate adjustment example in Exhibit SA. For Exhibit SA, Step Two of each subsequent rate adjustment, use the cost components recalculated in Step Four during the previous rate adjustment. ii. Service Component. Multiply the percentage changes for each rate adjustment service component by that component's weighting as a percentage of the service component and add these resulting percentages together to get the service component weighted change to the rates, subject to the service component increase cap. The annual change to the service component, calculated on row 11 of Exhibit 5, is capped at no more than a four percent(4%) increase per year. If the increase in any one year is higher than four percent (4%),the percentage R6876-0333\1842117v3.doc -6- increase not permitted may be added to any subsequent year's increase to the extent that a subsequent increase is below four percent(4%). iii. Disposal Component. The change in the disposal component is equal to the calculation on Row 5 of Exhibit 5A, Column C. iv. Combined Rate Adjustment. Multiply the permissible percentage changes for the combined service component and the disposal component, as determined on rows 13 and 14 in column G of the example rate adjustment calculation in Exhibit 5A, by the cost component weightings for the service and disposal components. Exhibit 5A, Step Three - Multiply the total weighted percent change from Step Two by the existing Customer rates to calculate the increase or decrease to the maximum rates. Add the rate increase or decrease to the existing rates to derive the newly adjusted rates. Exhibit 5A, Step Four- Recalculate weightings for the following year based upon these changes." 19. Section 6.4.4 of the EDCO Agreement is hereby revised to read as follows: "6.4.4 Government Fees New or increased Federal, State or locally imposed per ton disposal fee surcharges are excluded from the 8%per year disposal component increase caps." 20. Section 4.5.7 (Street Sweeping Contract Management) is hereby added to Section 4.5 of the EDCO Agreement, as follows: "4.5.7 Street Sweeping Contract Management Commencing July 1, 2015, or such later date as may be directed by City's Director of Public Works, and for the term of this Agreement thereafter, Contractor shall provide contract management services of City street sweeping services in accordance with the current requirements specified by City at no additional cost to City. Street sweeping services shall be provided through a street sweeping service provider engaged by City. In the event of(i) default of the street sweeping contract that is not the result of the negligence or willful act of Contractor, and/or (ii)termination of street sweeping services that is not the result of the negligence or willful act of Contractor, such default or termination shall not be cause for default and/or termination of this Agreement. R6876-0333\1842117v3.doc -7- Contractor shall initially provide contract management services under a street sweeping agreement between City and Joe's Sweeping AKA Nationwide Environmental Services, dated May 19, 2009, as amended by those certain First, Second, and Third Amendments dated July 1, 2012, July 1, 2013, and July 1, 2014 (as amended the "Joe's Street Sweeping Agreement") until it's expiration, at no additional cost to City. A copy of the Joe's Street Sweeping Agreement is attached hereto as Exhibit C and incorporated herein by this reference. Prior to expiration of the Joe's Street Sweeping Agreement, City shall select a qualified street sweeping service provider to perform street sweeping services of city streets and contract with such provider following the expiration of the Joe's Street Sweeping Agreement. City shall assign the contract to the Contractor for contract management. The Joe's Street Sweeping Agreement and any successor agreement entered into by City and a street sweeping service provider, are referred to herein as the "Street Sweeping Agreement". Contractor shall ensure that street sweeping services are provided in accordance with terms and conditions specified by City. Contractor shall be responsible for all inquiries on street sweeping through its customer service call center and shall ensure that all matters are promptly corrected to the satisfaction of City. Contractor shall coordinate street sweeping services with City's Code Enforcement Division to enforce parking regulations related to street sweeping activities, as directed by City's Director of Public Works. Contractor shall deliver an annual report to City on the number of linear miles swept, amount of street sweeping debris collected and disposed, and other pertinent statistics as may be required by the Director of Public Works. Contractor shall be responsible for supervising the street sweeping service provider to ensure the street sweeping service provider performs street sweeping services to the highest level possible and properly disposes of street sweeping debris in a lawful manner. Contractor shall ensure that all terms and provisions in the Street Sweeping Agreement are maintained. On or before the 10th day of each month, Contractor will invoice City for street sweeping services performed during the preceding month by the street sweeping service provider. Each invoice shall also itemize the additional street sweeping services performed during the preceding month, by hour, and the actual costs incurred for processing of collected sweepings and water. There shall be no additional fees added by Contractor for contract management other than those requested by the street sweeping service provider. City shall pay each invoice within thirty(30) days after receipt, except such amounts as City may in good faith dispute, which amounts City may withhold until resolution of the dispute. Payment of any disputed amounts shall be made within ten(10) days following resolution of the dispute. R6876-0333\1842117v3.doc -8- Contractor shall remit appropriate payment to the street sweeping service provider in accordance with the terms of Street Sweeping Agreement." 21. No further Changes. Except as expressly modified by this Amendment, the EDCO Agreement remains in full force and effect without modification or impairment. 22. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same document. IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date and year first above written. CITY OF RANCHO PALOS VERDES, a California municipal corporation fight, ATTEST: dA- Carla Morreale, City Clerk APPROVED AS TO FORM: Richards, Watson& Gershon Carol W. Lynch, ty Attorney R6876-0333\1842117v3.doc -9- EDCO DISPOSAL CORPORATION., a California Corporation By: zi C Its: OttittP2 By: dr // Its: C� C ft-A-4-2 R6876-0333\1842117v3.doc -10- Exhibit A MAXIMUM RATES FOR SERVICE AREA 1 IN EFFECT UNTIL JUNE 30, 2016 Exhibit A Page 1 of 1 Exhibit 4 City of Rancho Palos Verdes - Area 1 EDCO Rates Effective 7/1/2015(No Change from 2014) EDCO SINGLE-FAMILY RATES Monthly Cart Service One each Refuse, Refuse Cart Size: 35-gallon 64-gallon 96-gallon Standard Service $19.40 $24.97 $30.52 Additional Refuse Cart $6.67 $8.90 $11.13 Additional Recycling Cart Free Free Free Additional Green Waste $2.23 n/a $4.45 Cart(above three) Other Cart Rates and Services (Charted in Backyard Service-per $6.86 Pup Service-per home $5.72 Backyard and Pup $9.14 Senior Rate Reduction 10% Low-Income Rate 5% Annual Payment Rate 5% Additional Special $5.56 Overage Pickup for Automated Cart Additional Bulky Item $27.82 Cart Exchange(after free- $16.69 Cart Re-delivery Fee(if $27.82 Re-Start Fee-after $16.69 *Including all fees retained by,or paid to,City. Monthly Bin Rates Container size Pickups Extra 1 2 3 4 5 6 Pickups 2-yard $86.49 $120.53 $154.57 $171.59 $222.68 $237.30 $61.68 3-yard $120.57 $154.61 $188.67 $222.72 $273.75 $284.55 $71.96 3-yard w/compactor $241.12 $309.23 $377.30 $445.42 $547.52 $569.06 $143.94 4-yard $137.65 $171.62 $222.72 $273.79 $333.57 $354.53 $82.25 4-yard w/compactor $275.29 $343.27 $445.44 $547.59 $664.86 $709.07 $166.73 6-yard $171.70 $230.32 $273.80 $324.89 $377.57 $394.73 $123.38 Recycling bin/cart No charge Other Bin Service Rates- t3in service Pickups 1 2 3 4 5 6 LockingBin Service $6.86 $9.14 $10.28 $11.42 $13.72 $14.85 Scout Vehicles $28.56 $50.27 $71.96 $93.68 $115.38 $137.08 Bin Push-Out Service(35 $47.99 $85.68 $117.66 $145.08 $177.07 $211.33 feet or further) Exhibit 4 City of Rancho Palos Verdes - Area 1 EDCO Rates Effective 7/1/2015(No Change from 2014) Additional Service Rate Per Service Charges Bin Cleaning Per Bin $50.05 Bin Overage Clean-up $22.24 (following one written Additional Bulky Item $27.82 pickups(in excess of three Emergency Service Rates $94.55 -one crew and one Recycling Rebate Rebate per Unit (Fixed) Per Month Single Family $1.58 (No Change/Rate adjusted per Section 3.2.3 only) Multi-Family $1.58 (No Change/Rate adjusted per Section 3.2.3 only) Fees Collector $506,065 Environmental $127,906 Recycling Rebate(Fixed) Note 1 Note 1:Rebated directly to Customers Effective 1/1/2013 Exhibit B MAXIMUM RATES FOR SERVICE AREA 2 IN EFFECT UNTIL JUNE 30, 2016 Exhibit B Page 1 of 1 Exhibit 4 City of Rancho Palos Verdes - Area 2 UWS FY 15-16 Effective 7/1/2015(No Change from 2014) Single-Family Maximum not to Exceed Rates Monthly Manual Service Rates Backyard Service for refuse,recycling,and green $60.62 waste*-per home per month Manure 32-gal customer-provided can(per can per $22.04 month) Monthly Automated Cart Service Rates One each Refuse,Recycling,and Green Waste Cart,rate based upon Refuse Cart size: Refuse Cart 35-gallon 64-gallon 96-gallon Size: Standard $19.40 $24.97 $30.52 Service,based on refuse cart size Additional $6.67 $8.90 $11.13 Refuse Cart Additional free free free Recycling Cart Additional $2.23 n/a $4.45 Green Waste Cart(over tre carts) - Other Cart Rates and Services (Charged in Addition to Monthly Cart Service Rates) Backyard Service-per home per month,all cart sizes $6.62 Senior Rate Reduction 10% Low-Income Rate Reduction 5% Annual Payment Rate Reduction 5% Additional Special Overage Pickup for Automated $5.56 Cart Customers (in excess of two pickups per year), per pickup Additional Bulky Item pickups(in excess of three free $27.82 pickups per dwelling unit per year),per item Cart Exchange(after free-exchange period),per $16.69 request Cart Re-delivery Fee(if carts are pulled for non- $27.82 payment,one charge for redelivery of all carts) Re-Start Fee-after voluntary suspension of service,if $16.69 carts have not been pulled,per re-start C:\Users\awalsh\AppData\Local\Microsoft\Windows\Temporary Internet Files\Content.Outlook\GGHMZTLM\Copy of UWS-City of RPV 2015 same as 2014 final.xlsx/Rate Sheets 6/5/2015,6:16 PM 1 of 2 Exhibit 4 City of Rancho Palos Verdes - Area 2 UWS FY 15-16 Effective 7/1/2015(No Change from 2014) Multi-Family FY 15-16 Effective 7/1/2015(No Change from 2014) Following are the not to exceed rates for July 1,2015 through June 30,2016: Monthly Bin Rates No.Pickups per week Container Size 1 2 3 4 5 6 Extra Pickups 2-yard $76.06 $106.03 $135.46 $150.63 $194.87 $224.56 r $16.53 3-yard $105.83 $135.49 $165.22 $194.91 $240.55 $270.41 $27.56 4-yard $120.74 $150.38 $194.96 $240.59 $290.67 $336.80 _ $38.58 Manure 3- $137.76 $27.56 yard Recycling No charge bin/cart Other Bin Service Rates-Per Month No.Pickups per week Bin Service 1 2 3 4 5 6 Locking Bin $7.84 $9.79 $11.16 $12.54 $13.91 $15.29 Service Scout Vehicles $29.03 $49.85 $70.25 $90.85 $111.48 $132.10 Bin Push-Out $44.04 $78.40 $105.85 $133.33 $160.81 $188.30 Service(35 feet or further) Additional Service Charges Rate Per Service Portuguese Bend Beach Club-beach litter container $2,204.13 collection per month(not to exceed) Bin Cleaning Per Bin $27.56 Bin Overage Clean-up(following one written $27.56 warning)Per Clean Up Additional Bulky Item pickups(in excess of three free $27.56 pickups per dwelling unit per year)Per Item Emergency Service Rates-one crew and one $93.67 collection truck(Per Hr) Proposed Fees FY 15-16 Amount Collector $35,735 Environmental $8,930 Recycling Rebate $0 Rebate offered to customers as of 1/1/2013. No change. C:\Users\awalsh\AppData\Local\Microsoft\Windows\Temporary Internet Files\Content.Outlook\GGHMZTLM\Copy of UWS-City of RPV 2015 same as 2014 final.xlsx/Rate Sheets 6/5/2015,6:16 PM 2 of 2 Exhibit C JOE'S SWEEPING AGREEMENT, AS AMENDED Exhibit C Page 1 of 1 Exhibit C CITY OF RANCHO PALOS VERDES CONTRACT FOR: STREET SWEEPING SERVICES FISCAL YEAR 2009/10-2010/11-2011/12 THIS AGREEMENT is made and entered this Nineteenn] day of May ,2002_,by and between the CITY OF RANCHO PALOS VERDES,hereinafter referred to as"City"and NATIONWIDE ENVIRONMENTAL SERVICES DIV.OF JOE'S SWEEPING.INC„hereinafter referred to as"Contractor." WITNESS ETH: WHEREAS,Contractor and Contractor's Surety are providing the bonds attached hereto and incorporated by this reference,and WHEREAS,City desires to contract with Contractor to perform the services detailed in this contract,including the Proposal,and WHEREAS,Contractor has represented that itis fully qualified to assume and discharge such responsibility, NOW,THEREFORE,the parties hereto do agree as follows: I. Ic.po f Services. City hereby employs Contractor to perform the work and provide the services and materials for the project identified as: StREET SVS PING SERVICES FISCAL YEAR 2009/]0-2010414011/12 as described in these.Plans and Specifications, attached hereto and incorporated herein by this reference,including miscellaneous appurtenant work. Such work shall be performed in a good and workmanlike manner,under the terms as stated herein and in these Plans and Specifications,and in accordance with the latest edition of the Joint Cooperative Committee,Southern California Chapters of the American Public Works Association and the Associated General Contractors of America, document entitled"Standard Specifications." In the event of any conflict between the terms of this agreement and any of the above-referenced documents,the terms of this agreement shall be controlling. la. Term: The contract shall commence on July 1,2009 and shall continue in full force and effect through and including June 30,2012 unless earlier termination as provided in Secdon S herein. The contract maybe extended to three(3)additional-one year terms by mutual consent of both parties. 2. Compensation. in consideration of the services rendered hereunder, Contractor shall be paid according to the prices as submitted on the Bid Sheet of the Proposal,attached hereto as a part of these Plans and Specifications and in accordance with the Special Provisions. 3. laspendent Contractor. It is specifically understood and agreed by all parties hereto that Contractor is,for the purposes of this Agreement,an independent contractor and not an employee of the City. Accordingly, Contractor shall not be deemed the City's employee for any purpose whatsoever. Contractor shall not incur or have the power to incur any debt,obligation or liability whatever for or against City. 4. Assignment. This agreement may not be assigned by Contractor,in whole min part,without the prior written consent of City. 5. TErmination. This Agreement may be canceled by City at any time without penalty upon thirty(30) days'written notice. In the event of termination without fault of Contractor, the City shall pay Contractor for all services rendered prior to date of termination,and such payment shall be in full satisfaction of all services rendered hereunder. {,. Workers'Compensation Insurance. California Labor Code Sections 1860 and 3700 providethat every contractor will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861,the Contractor hereby certifies as follows: "I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to under take self- insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract." 7. Dispute Resolution. This contract Is subject to the provision of Article 1,5(commencing at Section 20104)of Division 2,Part 3 of the California Public Contract Code regarding the resolution of public works claims of less than$375,000. Article 1.5 mandates certain procedures for the filing of claims and supporting documentation by the contractor,for the response to such claims by the contracting public agency,for a mandatory meet and confer conference upon the request of the contractor,for mandatory non-binding mediation in the event of litigation is commenced,and for mandatory judicial arbitration upon the failure to resolve the dispute through mediation. This contract hereby incorporates the provisions of Article 1.5 as though fully set forth herein. 8. ,Suit Recovery of Attorney Fees&Costs. Should either party bring any action to protector enforce its rights hereunder,the prevailing party insueb action shall be entitled to recover,in addition to all other relief,its reasonable attorney fees and court costs. 9. Ins-unlace jtequiremep .The Contractor shall at all times,during the term of this contract,carry, maintain and lceep in full force and effect,a policy or policies of(1)general liability insurance with an insurance company admitted to write insurance in California,or carriers with*rating of:or equivalent to,A:VII by A.M.Best&Company to,and approved by,the Director of Public Works and City Attorney,within minimum limits of One Million Dollars ($1,000,000.00)combined single limit coverage with an aggregate ofTwo Ilion Dollars($2,000,000.00)against any injury,death,loss or damage as a result of wrongful or negligent acts or omissions by the Contractor, its officers, employees,agents,and independent emitractors in performance of services under this Agreement(2) automotive liability insurance with a minimum combined single limits.coverage of One Million Dollars($1,000,000.00)with an aggregate of Two Million Dollars($2,000,000.00);and(3)worker's compensation insurance as required by law. The Contractor shall at all times during The term of this contract carry, maintain and keep in full force and effect a policy or policies of Workers' Compensation insurance and shall provide to the City evidence of such coverage in the form set forth herein. The City, its officers,employees, attorneys, and volunteers shall be named as additional insured on the policy(les)as to comprehensive general liability,properly damage, and worker's compensation coverages. 1. All insurance policies shall provide that the insurance coverage shall not be non-renewed,canceled, reduced,or otherwise modified(except through addition of additional insured to the policy)by the insurance carrier without the insurance carrier giving the City thirty(30)day's prior written notice thereof. The Contractor agrees that it will not cancel,reduce or otherwise modify said insurance coverage. 2 2. The Contractor agrees that if it does not keep the aforesaid insurance in full force and effect,and such insurance is available at a reasonable cost,the City may take out the necessary insurance and pay the premium thereon, and the repayment thereof shall be deemed an obligation of the Contractor and the cost of such insurance may be deducted, at the option of the City, from payments due the Contractor. 3. The Contractor shall submit to the City(I)insurance certificates indicating compliance with the minimum worker's compensation insurance requirements above, and (2) insurance policy endorsements above,not less than one (1) day prior to beginning of performance under this Agreement. Endorsements must be executed on the City's appropriate standard forms entitled "Additional Insured Endorsement,"copies of which are attached hereto, 4. Upon the request of the Director ofPublic Works,or his authorized representative,the Contractor shall provide written notice to the Director of Public Works indicating all litigation and claims (past, current, or anticipated) between the Contractor and any claimants that may affect the aggregate insurance coverage. 10.Licensed in accordance with the City of Rancho Palos Verdes: License No. 01 0000 32/4 Date Issued: 2_J 1740,1 IN WITNESS WHEREOF,the parties hereto have executed the within Agreement the day and year first above written. CITY CIO E ES By: Q' Mayor ATTEST: By;.2 • City Clerk CONTRACTOR: By:17I1ge.1` 1 .T_ Aims 1 t an H1ay 29. 2OQ9 Printed Name Date 3 . a !)iY•, ' Az4.; between First Amendment to Agreement The City of Rancho Palos Verdes and Nationwide Environmental Services div. of Joe's Sweeping, Inc. This agreement Is the first amendment to the Street Sweeping Maintenance Services between the City of Rancho Palos Verdes("CITY")and Nationwide Environmental Services div. of Joe's Sweeping, Inc, ("CONTRACTOR"), dated May 19, 2009 ("Original Agreement"). This first amendment is effective as of July 1, 2012 and is being made to extend the term of the Agreement for one year. Section 1. la.Term:of Agreement is hereby amended to read as follows: "This Agreement shall commence on July 1, 2012 and shall expire on June 30, 2013, unless sooner terminated pursuant to Section 5 of this Agreement. Additionally, there are two (2)one-year options to renew the Agreement for FY 2013-2014 and 2014- 2015 with the mutual written consent of both parties.' Section 2. Except as expressly amended by this amendment to the Original Agreement, Section 1 Scope of Services: and all other provisions of the Agreement shall remain in full force and effect as written in the Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written. CITY OF RANCHO PALOS VERDES CCITY") By: 4ik"'? 1A44:11.4 Mayor ATTEST: B : C7/404414k City Clerk NATIONWIDE ENVIRONMENTAL SERVICE div. OF JOE'S SWEEPING, INC. (UCONTRAC • Signature: ir,A, �i►ttt�►�r►Z�1 �! Printed Name: Ani samueli.an Title: vice President Second Amendment to Agreement between the City of Rancho Palos Verdes and Nationwide Environmental Services Div. of Joe's Sweeping, Inc. This agreement is the second amendment ("Second Amendment") to the street sweeping services agreement between the City of Rancho Palos Verdes ("City") and Nationwide Environmental Services Div,of Joe's Sweeping, Inc.("Contractor"),dated May 19,2009("Agreement"). The first amendment,which was effective July 1,2012,extended the term of the Agreement for one year. This Second Amendment is effective as of July 1, 2013, and is being made to extend the term of the Agreement for one year more year. Section 1. Section 1 a of the Agreement is hereby amended to read as follows: "Term of Contract. This Agreement shall commence on July 1, 2009 and shall terminate on June 30, 2014, unless sooner terminated pursuant to Section 5 of this Agreement. Additionally,there Is one(1)one-year option to renew the Agreement for fiscal year 201420/5 with the mutual written consent of both parties." Section 2. Section 2 of the Agreement is hereby amended to read as follows: "Compensation. In consideration of the services rendered hereunder,City shall pay Contractor a not to exceed amount of one hundred and seventy thousand dollars ($170,000.00)each fiscal year in accordance with the prices reflected on the Bid Sheet of the Proposal, which is attached hereto as Exhibit "A" and incorporated herein by this reference." Section 3. Section 9(1)of the Agreement is hereby amended to read as follows: "All insurance policies shall provide that the insurance coverage shall not be cancelled or modified (except through addition of additional insured to the policy)by the insurance carrier without the insurance carrier giving the City thirty(30)days prior written notice thereof. Additionally, Contractor shall provide notice to the City within three business days if it receives a cancellation or policy revision notice from the insurer. Contractor agrees that it will not cancel, reduce or otherwise modify said insurance coverage." Section 4. Section 9(3)of the Agreement is hereby amended to read as follows: The Contractor shall submit to the City:(1)copies of the entire Insurance policy for all required insurance; (2) insurance certificates indicating compliance with the minimum workers' compensation insurance requirements above, and (3) insurance policy endorsements above, not less than one (1)day prior to beginning of performance under this Agreement. Endorsements must be executed on the City's appropriate standard forms titled "Additional Insured Endorsement," copies of which are attached hereto. 86576-0001115421060.d oc Section 5. Section 10 of the Agreement is hereby added to read as follows: "Notice. Except as otherwise required by law, any payment, notice or other communication authorized or required by this Agreement shall be in writing and shall be deemed received on(a)the day of delivery if delivered by hand or overnight courier service during City's regular business hours or(b)on the third business day following deposit in the United States mail, postage prepaid, to the addresses listed below, or at such other address as one party may notify the other: To CITY: Les M. Jones II, Interim Public Works Director City of Rancho Palos Verdes 30940 Hawthorne Blvd. Rancho Palos Verdes, CA 90275 To CONTRACTOR: Never Samuelian Nationwide Environmental Services Div. of Joe's Sweeping, Inc. 11914 grit Strc t- CA 90 so " Section 6. The Attachment titled Indemnification and Hold Harmless Agreement and Waiver of Subrogation and Contribution" is hereby amended to read as stated in Exhibit B, which is attached hereto and incorporated herein by this reference. Section 7. Except as expressly amended by this amendment to the Agreement, all of the other provisions of the Agreement shall remain in full force and effect as written in the Agreement. [Signatures on next page.) 86876-000111542106vi.doc IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date and year written below. Dated: April O , 2013 NATIONWIDE ENVIRONMENTAL SERVI S DIV. O TOE'S SWEEP G INC. Contactor")/ C Printed Name: Ani Samuelian Title: vice President By• „...ev-p,..y Printed Name: Suzy Samuelian Title: Corporate Secretary CITY OF RANCHO PALOS VERDES (MCity ) BY. Ma or ATTEST: 3Y: ...61i(ALAELegA______2413 City Clerk R8876-0001\1542106V1.doc Third Amendment to Agreement between the City of Rancho Palos Verdes and Nationwide Environmental Services Div. of Joe's Sweeping, Inc. This agreement is the third amendment("Third Amendment")to the street sweeping services agreement between the City of Rancho Palos Verdes ("City") and Nationwide Environmental Services Div. of Joe's Sweeping, Inc. ("Contractor"), dated May 19, 2009 ("Agreement"). The firstamendment,which was effective July 1,2012,extended the term of the Agreement for one year. The second amendment,which was effective July 1,2013, likewise extended the term of the Agreement for one year. This Third Amendment is in effect as of September 16, 2014, and is being made to extend the term of the Agreement for one more year. Section 1. The name of the Contractor is hereby amended from "Nationwide Environmental Services Div. of Joe's Sweeping, inc." to "Joe's Sweeping, Inc. d/b/a Nationwide Environmental Services." Section 2. Section 1a of the Agreement is hereby amended to read as follows: "Term of Contract. This Agreement shall commence on July 1, 2009, and shall terminate on June 30, 2015, unless sooner terminated pursuant to Section 5 of this Agreement" Section 3. Section 10 of the Agreement Is hereby amended to read as follows: "Notice. Except as otherwise required by law, any payment, notice or other communication authorized or required by this Agreement shall be in writing and shall be deemed received on(a)the day of delivery if delivered by hand or overnight courier service during City's regular business hours or(b)on the third business day following deposit in the United States mail, postage prepaid, to the addresses listed below, or at such other address as one party may notify the other: To CITY: Michael Throne, Public Works Director City of Rancho Palos Verdes 30940 Hawthorne Blvd, Rancho Palos Verdes, CA 90275 To CONTRACTOR: Never Samuelian Joe's Sweeping, Inc. 11914 Front Street Norwalk, CA 90650" R6876-0001\1542106v1 doc Section 4. The following Section 11 is hereby added to the Agreement: "Licensed in accordance with the City of Rancho Palos Verdes under Nationwide Environmental Services,"license number 3274-14,which was issued on January 9,2014. Section 5. The following Section 12 is added to the Agreement: "Fictitious Business Name Statement.Joe's Sweeping, Inc.has provided to the City a copy of its Fictitious Business Name Statement to utilize the name Nationwide Environmental Services. This Fictitious Business Name Statement was filed with the County of Los Angeles on November 10,2009,and thus will expire on November 9,2014, The Contractor shall file a new Fictitious Business Name Statement with the County of Los Angeles before November 9, 2014 and shall immediately provide the City with a copy of the new filed Fictitious Business Name Statement,marked by the County of Los Angeles, or the City'shall have the discretion to immediately terminate the Contract? Section 6. Contractor shall obtain new faithful performance and payment bonds to cover the period of time from September 16, 2014 through June 30, 2015, each in an amount that Is not less than the total compensation amount of this Third Amendment; in lieu of a new faithful performance bond, Contractor may submit proof from the surety company that the existing faithful performance bond has been extended for duration of the new term. All bonds must be submitted using the required forms, which are attached hereto and incorporated herein by this reference,or in any other form approved by the City Attorney.° Section 7. Except as expressly amended by this amendment to the Agreement, all of the other provisions of the Agreement shall remain In full force and effect as written in the Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment as of the date and year written below. [Signatures on next page] R6876-000111542108v 1.doc Dated: September , 2014 JOE'S SWEEPING, ' , , d/b/a NATION BEEN R'JNMENT• aii SERVIC Co ra' or") By: `: . , Oilling Printed Name: tetli 39g1Uelia_a_ Title: ,,- I i- i c, P IBy: if /4. O't i L •' / _ Printed Na "e: IYflL1Q1?QI') Title: SeCeg+ticy___ CITY OF RANCHO PALOS VERDES ("City") j ,..-- " ,--- 8y: Allr ATTEST-AC 4Ek �.�1f. M Or 8 : 2i4 &0 07 City Clerk R687&-0001\1542106v1,doc Exhibit 8 MAP DEPICTING SERVICE AREA 2 Exhibit 8 Page 1 of 1 RECEIVED City of RanChq Palos Verdes JUL. 8 2015 PUBLIC WORKS DEPARTMENT I� 1' •. 3 C N5.rlicf y ��`' .-�� `A. 11/la of UVVS Service Area EXHIBIT 3 ---% . .......lb 2 ,,, ..\ LUTE pd, • `1 :fra% t r^ art ;W �"� • I X11 • t •'•♦ �•/ a''• • ' �• `�'S ,•1 OC f+ � tib' `�n ^ el ., v� tJM .�• ' ,• y ' ,:j...'� •.eZ {� RU1 iik L�� '511i:".� p �y t �' _•� r �f t y v u F(E� •�- ..1 r ` YIN �� ~ �IL��` /1,• ` t `-ter,t t'� �'�• . 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V S IF I C ALLEGHENY CASUALTY COMPANY GROUP INTERNATIONAL FIDELITY INSURANCE COMPANY CONTINUATION CERTIFICATE Bond No. 0472111 Bond Amount: $1,750,000 Bond Description: INDEMNITY BONDS-NON-CONTRUCTION CONTRACT PERF BOND Term Effective Date: 11/11/18-11/11/19 Term Premium: $17,500.00 Principal/Insured: EDCO Disposal Corporation 6670 Federal Boulevard Lemon Grove CA 91945-0000 Obligee: City of Rancho Palos Verdes 30940 Hawthorne Blvd. Rancho Palos Verdes CA 90275-5391 Agent: Alliant Insurance Services, In It is hereby agreed that the captioned numbered Bond is continued in force in the above amount for the period of the continued term stated above. This continuation shall be deemed a part of the original bond and not a new obligation and is subject to all the covenants and conditions of said bond. Signed and Sealed this 1st day of October, 2018. INTERNATIONAL FIDELITY INSURANCE COMPANY `QE�ITI'lys R9 J:1 AL dit. By: r S /9f34�' Corney-in-Fact ,1f�, �o awrence F. McMahon d.1Nlt1,0 One Newark Center,20th Floor o Newark NJ 07102 o Phone(800)333 4167 o www.ific.com CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT Civil Code§ 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document,to which this certificate is attached,and not the truthfulness,accuracy or validity of that document. STATE OF CALIFORNIA County of San Diego On OCT 0 1 2018 before me, Janice R. Martin , Notary Public, Date Insert Name of Notary exactly as it appears on the official seal personally appeared Lawrence F. McMahon Name(s)of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(/$/) whose name(/$/) is/te subscribed to the within instrument and acknowledged to me that he/n)e'/ng rims"."1""""1"1"."4"""1•01*ritk, JANICE R.MARTIN executed the same in his/NifflJ if authorized capacity Al , 9 , COMM.#2158852 n and that by his/fl, /WY/signature($, on the instrument the -�."'01' NOTARY PUBLIC-CALIFORNIA a person(/$/), or the entity upon behalf of which the person(N) 3 SAN DIEGO COUNTY acted, executed the instrument. V My Commission Expires i" JULY29,2020 I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. Witness m hand and official seal. Signature i Place Notary Seal Above Signatureo ublic Janice R. Martin OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of the form to another document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s)Other Than Named Above: Capacity(ies)Claimed by Signer(s) Signer's Name: Signer's Name: ❑ Individual ❑ Individual ❑ Corporate Officer—Title(s): ❑ Corporate Officer —Title(s): ❑ Partner ❑Limited ❑General ❑ Partner ❑Limited❑ General g Attorney in Fact RIGHT THUMBPRINT ❑ Attorney in Fact RIGHT THUMBPRINT ❑ Trustee OF SIGNER ❑ Trustee OF SIGNER ❑ Guardian or Conservator Top of thumb here ❑ Guardian or Conservator Top of thumb here ❑ Other: ❑ Other: Signer is Representing: Signer is Representing: Surety Company POWER OF ATTORNEY Bond# 472111 INTERNATIONAL FIDELITY INSURANCE COMPANY ALLEGHENY CASUALTY COMPANY One Newark Center,200,Floor,Newark,New Jersey 07102-5207 PHONE:(973)624-7200 KNOW ALL MEN BY THESE PRESENTS: That INTERNATIONAL FIDELITY INSURANCE COMPANY,a corporation organized and existing under the laws of the State of New Jersey, and ALLEGHENY CASUALTY COMPANY a corporation organized and existing under the laws of the State of New Jersey,having their principal office in the City of Newark,New Jersey,do hereby constitute and appoint JAMES D. CASTLE, LAWRENCE F. MCMAHON San Diego, CA their true and lawful attorney(s)-in-fact to execute, seal and deliver for and on its behalf as surety, any and all bonds and undertakings, contracts of indemnity and other writings obligatory in the nature thereof,which are or may be allowed,required or permitted by law,statute,rule,regulation,contract or otherwise, and the execution of such instrument(s) in pursuance of these presents, shall be as binding upon the said INTERNATIONAL FIDELITY INSURANCE COMPANY and ALLEGHENY CASUALTY COMPANY, as fully and amply, to all intents and purposes, as if the same had been duly executed and acknowledged by their regularly elected officers at their principal offices. This Power of Attorney is executed, and may be revoked, pursuant to and by authority of the By-Laws of INTERNATIONAL FIDELITY INSURANCE COMPANY and ALLEGHENY CASUALTY COMPANY and is granted under and by authority of the following resolution adopted by the Board of Directors of INTERNATIONAL FIDELITY INSURANCE COMPANY at a meeting duly held on the 20th day of July,2010 and by the Board of Directors of ALLEGHENY CASUALTY COMPANY at a meeting duly held on the 10th day of July,2015 "RESOLVED, that(1) the Chief Executive Officer, President, Executive Vice President,Vice President, or Secretary of the Corporation shall have the power to appoint,and to revoke the appointments of,Attorneys-in-Fact or agents with power and authority as defined or limited in their respective powers of attorney, and to execute on behalf of the Corporation and affix the Corporation's seal thereto, bonds, undertakings, recognizances, contracts of indemnity and other written obligations in the nature thereof or related thereto; and(2)any such Officers of the Corporation may appoint and revoke the appointments of joint-control custodians, agents for acceptance of process, and Attorneys-in-fact with authority to execute waivers and consents on behalf of the Corporation;and(3)the signature of any such Officer of the Corporation and the Corporation's seal may be affixed by facsimile to any power of attorney or certification given for the execution of any bond, undertaking, recognizance, contract of indemnity or other written obligation in the nature thereof or related thereto, such signature and seals when so used whether heretofore or hereafter, being hereby adopted by the Corporation as the original signature of such officer and the original seal of the Corporation,to be valid and binding upon the Corporation with the same force and effect as though manually affixed." IN WITNESS WHEREOF,INTERNATIONAL FIDELITY INSURANCE COMPANY and ALLEGHENY CASUALTY COMPANY have each executed and attested these presents on this 31st day of December,2017 �`LAWY 40r 4STATE OF NEW JERSEY 44 GASUALTyc ,y Atj_ County of Essex .7 �3 a®a SEAL ru O r- Is3a rrt J 1936 , e." ?S'6 4 /VP- George R.James *\ ♦ 41q, Executive Vice President (International Fidelity Insurance Company)and , y Vice President (Allegheny Casualty Company) Nvv JERS� On this 31st day of December,2017 ,before me came the individual who executed the preceding instrument,to me personally known,and, being by me duly sworn,said he is the therein described and authorized officer of INTERNATIONAL FIDELITY INSURANCE COMPANY and of ALLEGHENY CASUALTY COMPANY;that the seals affixed to said instrument are the Corporate Seals of said Companies;that the said Corporate Seals and his signature were duly affixed by order of the Boards of Directors of said Companies. �,`,,,,,,,,,,,"',• IN TESTIMONY WHEREOF,I have hereunto set my hand affixed my Official Seal,at the City of Newark, ,,` P�NY CRG''' New Jersey the day and year first above written. ;•V� NOTARY��o•• - ftibitt•r111)--d :r far.•1 m .'f PUBLIC CO ' °A.% o e4%1.7 Cathy Cruz a Notary Public of New Jersey ' .9 ••?-�a-zoo. 5 %0, O• NEW My Commission Expires April 16,2019 ',,,,, t11,11 CERTIFICATION ,,,\ I,the undersigned officer of INTERNATIONAL FIDELITY INSURANCE COMPANY and ALLEGHENY CASUALTY COMPANY do hereby certify that I have compared the foregoing copy of the Power of Attorney and affidavit,and the copy of the Sections of the By-Laws of said Companies as set forth'in said Power of Attorney,with the originals on file in the home of said companies,and that the same are correct transcripts thereof,and of the whole of the said originals,and that the said Power of Attorney has not been revoked and is now in full force and effect. IN TESTIMONY WHEREOF,I have hereunto set my hand on this day, October 1,2018 itawe A00392 w Maria H.Branco,Assistant Secretary ALLEGHENY CASUALTY COMPANY INTERNATIONAL FIDELITY INSURANCE COMPANY GROUP CONTINUATION CERTIFICATE Bond No: 0472111 Bond Amount: $1,750,000 Term: 11/11/17 to 11/11/18 Principal: EDCO Disposal Corporation 6670 Federal Boulevard Lemon Grove, CA 91945-0000 Obligee: City of Rancho Palos Verdes Agent: Alliant Insurance Services, Inc. 6th Floor 701 B Street San Diego, CA 92101-8156 It is hereby agreed that the captioned numbered Bond continued in force in the above amount for the period of the continued term stated above. This continuation shall be deemed a part of the original bond and not a new obligation and is subject to all the covenants and conditions of said bond. Signed and Sealed this 26th day of September, 2017. 0tk.ITY Ip4 oiQ01w� �s o ti SEAL m I INT RN• TIONAL FIDELITY INSURANCE COMPANY d4 1904. o I ,``*,Ea p N/ * By:1 Lawrence F. McMahon/Authorized Representative One Newark Center,20th Floor,Newark,NJ 07102 I Phone(800)333-4167 I www.ific.com CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT Civil Code§ 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document,to which this certificate is attached,and not the truthfulness,accuracy or validity of that document. STATE OF CALIFORNIA County of San Diego On SEP 2 6 2017 before me, Janice R. Martin , Notary Public, Date Insert Name of Notary exactly as it appears on the official seal personally appeared Lawrence F. McMahon Name(s)of Signer(s) who proved to me on the basis of satisfactory evidence to be the person( $) whose name(M) is/ 'f1 subscribed to the within instrument and acknowledged to me that he/1410/11/0Y executed the same in his/V0100if authorized capacity($ 4, JANICE R. MARTIN and that by his/f/ //off/signature(0)) on the instrument the :c,:„,-". person( $), or the entity upon behalf of which the person(/¢, COMM.# 158852 n acted, executed the instrument. 0 �, �z e� NOTARY PUBLIC-CALIFORNIA 0 Ce ' SAN Commission01Eis0CoupirY I certify under PENALTY OF PERJURY under the laws of ' !>�!}�� My Expires JULY 29,2020 the State of California that the foregoing paragraph is true and correct. Witness •• •-•• and official seal. Signa. e j / Place Notary Seal Above Signature of ,. Public Janice R. artin OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of the form to another document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s)Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Signer's Name: ❑ Individual ❑ Individual ❑ Corporate Officer—Title(s): ❑ Corporate Officer —Title(s): ❑ Partner ❑Limited ❑General ❑ Partner ❑Limited❑ General g Attorney in Fact RIGHT THUMBPRINT ❑ Attorney in Fact RIGHT THUMBPRINT ❑ Trustee OF SIGNER ❑ Trustee OF SIGNER LI Guardian or Conservator Top of thumb here ❑ Guardian or Conservator Top of thumb here ❑ Other: ❑ Other: Signer is Representing: Signer is Representing: -eel (973)624=7200 POWER OF ATTORNEY INTERNATIONAL FIDELITY INSURANCE COMPANY ALLEGHENY CASUALTY COMPANY ONE NEWARK CENTER, 20TH FLOOR NEWARK, NEW JERSEY 07102-5207 KNOW ALL MEN BY THESE PRESENTS: That INTERNATIONAL FIDELITY INSURANCE COMPANY,a corporation organized and existing under the laws of the State of New Jersey, and ALLEGHENY CASUALTY COMPANY a corporation organized and existing under the laws of the State of Pennsylvania,having their principal office in the City of Newark,New Jersey,do hereby constitute and appoint JAMES D. CASTLE, LAWRENCE F. MCMAHON San Diego, CA. their true and lawful attorney(s)-in-fact to execute,seal and deliver for and on its behalf as surety,any and all bonds and undertakings,contracts of indemnity and other writings obligatory in the nature thereof, which are or may be allowed,required orpermitted by law,statute,rule,regulation,contract or otherwise, and the execution of such instrument(s) in pursuance of these presents,shall be as binding upon the said INTERNATIONAL FIDELITY INSURANCE COMPANY and ALLEGHENY CASUALTY COMPANY, as fully and amply, to all intents and purposes,as if the same had been duly executed and acknowledged by their regularly elected officers at their principal offices. This Power of Attorney is executed,and may be revoked, pursuant to and by authority of the By-Laws of INTERNATIONAL FIDELITY INSURANCE COMPANY and ALLEGHENY CASUALTY CUMPANY and is granted under and by authority of the(oilowing resolut:,n adopted by the Bczrd of Directors of INTERNATIONAL FIDELITY INSURANCE COMPANY at a meeting duly held on the 20th day of July,2010 and by the Board of Directors of ALLEGHENY CASUALTY COMPANY at a meeting duly held on the 15th day of August,2000: "RESOLVED,that (1)the President,Vice President, Chief Executive Officer or Secretary of the Corporation shall have the power to appoint,and to revoke the appointments of,Attorneys-in-Fact or agents with power and authority as defined or limited in their respective powers of attorney,and to execute on behalf of the Corporation and affix the Corporation's seal thereto,bonds,undertakings, recognizances, contracts of indemnity and other written obligations in the nature thereof or related thereto; and (2).any such Officers of the Corporation may appoint and revoke the appointments of joint-control custodians,agents for acceptance of process,and Attorneys-In-fact with authority to execute waivers and consents on behalf of the Corporation;and (3)the signature of any such Officer of the Corporation and the Corporation's seal may be affixed by facsimile to any power of attorney or certification given for the execution of any bond,undertaking,recognizance, contract of indemnity or other written obligation in the nature thereof or related thereto,such signature and seals when so used whether heretofore or hereafter, being hereby adopted by the Corporation as the original signature of such officer and the original seal of the Corporation,to be valid and binding upon the Corporation with the same force and effect as though manually affixed." IN WITNESS WHEREOF, INTERNATIONAL FIDELITY INSURANCE COMPANY and ALLEGHENY CASUALTY COMPANY have each executed and attested these presents on this 22nd day of July,2014. „tift),StY pix STATE OF NEW JERSEY -� oNSUAI,ry°n. +t, " '41 County of Essex - . �, 4`f y.. cm irri. 1936 I l ROBERT W.MINSTER * `�_ l J i * 1 Chief Executive Officer(International Fidelity F'vNSYL g Insurance Company)and President(Allegheny Casualty Company) On this 22nd day of July 2014, before me came the individual who executed the preceding instrument,to me personally known,and, being by me duly sworn, said he is the therein described and authorized officer of INTERNATIONAL. FIDELITY INSURANCE COMPANY and ALLEGHENY CASUALTY COlk.4PANY; `h:==a:c -:.,.1%ad to".id i. -. o^¢ ar- he C- .^iate Seals of said Companies.that tha said Corporate Seals and his cignature were duly affixed by order of the Boards of Directors of said Companies. ,`,1,1111""",/' IN TESTIMONY WHEREOF, I have hereunto set my hand affixed my Official Seal, at the City of Newark,New Jersey the day and year first above written. •�Gp'S' Nie. J•U�`N NOTARY • / .,!�.. ., =*. PUBLIC G 0•? i A NOTARY PUBLIC OF NEW JERSEY '., Q) •... jp?:B{9.. - My Commission Expires April 16,2019 �'t,,,Op NEW ��%ss ',,,,,,,,,,,,,,,, CERTIFICATION I,the undersigned officer of INTERNATIONAL FIDELITY INSURANCE COMPANY and ALLEGHENY CASUALTY COMPANY do hereby certify that I have compared the foregoing copy of the Power of Attorney and affidavit,and the copy of the Sections of the By-Laws of said Companies as set forth in said Power of Attorney, with the originals on file in the home office of said companies, and that the same are correct transcripts thereof,and of the whole of the said originals,and that the said Power of Attorney has not been revoked and is now in full force and effect. IN TESTIMONY WHEREOF, I have hereunto set my hand this SEP 26 201? day of MARIA BRANCO,Assistant Secretary INTERNATIONAL FIDELITY INSURANCE COMPANY RECEIVED (Home Office: Newark,New Jersey) City of Rancho PalosVerdes 2999 Oak Road,#820,Walnut Creek,CA 94597 HCS 24 :{� CONTINUATION-PREMIUM BILLING NOTICE PUBLIC ORKS DEPARTMENT Principal-Name&Address Bond No.: 472111 EDCO Disposal Corporation 6670 Federal Blvd. Continuation Effective Date Lemon Grove,CA 91945-1392 From: November 11,2016 To: November 11,2017 Obligee Agent: City of Rancho Palos Verdes International Fidelity Insurance Company 30940 Hawthorne Blvd. One Newark Center Rancho Palos Verdes,CA 90275-5391 Newark,NJ 07102-5207 Bond Amount Premium Billing $1,750,000.00 $ 19,950.00 ['Continuation Certificate Not Required EiContinuation Certificate Required And Is Described Below CONTINUATION CERTIFICATE It is hereby agreed that the captioned numbered Bond is continued in force in the above amount for the period of the continued term stated above and is subject to all the cov- enants and conditions of said Bond. This continuation shall be deemed a part of the original Bond,and not a new obli- gation,no matter how long the Bond has been in force or how many premiums are paid for the Bond,unless otherwise provided for by statute or ordinance applicable. In witness whereof,the company has caused this instrument to be duly signed, sealed and dated as of the above "continuation effective date". Inter tional Fidelity Insurance Company Signed and Sealed this 4th Day of October,2016 By ' Lawrence F. McMahon /Attorney-in-Fact No Signature Needed Where Continuation Certificate Is Not Required CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT Civil Code§ 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document,to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. STATE OF CALIFORNIA County of San Diego OCT 0'4 2016 On before me, Janice R. Martin , Notary Public, Date Insert Name of Notary exactly as it appears on the official seal personally appeared Lawrence F. McMahon Name(s)of Signer(s) who proved to me on the basis of satisfactory evidence to be the person* whose name(*) is/MW subscribed to the within instrument and acknowledged to me that he/ #10 executed the same in his// t/,f Nt authorized capacity(A0), and that by his/WO/00/signatureNh on the instrument the .‘,,..-,,t_ JANICE�. person( /j, or the entity upon behalf of which the person( ,Ij '� COMM.#215$452 R acted, executed the instrument. '�� '�'",�"��✓ NOTARY PUSIIC-Ck WOAJM 411 :4;,401 SAN DEGO.COUN �. I certify under PENALTY OF PERJURY under the laws of r. . My commissiTYon Exams the State of California that the foregoing paragraph is true ;:tsswmiaiwswwompULY 2s,2CQo and correct. Witness my hand and official seal. Signatur Place Notary Seal Above Signat - • otary Public Janice R. Martin OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of the form to another document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Signer's Name: ❑ Individual ❑ Individual ❑ Corporate Officer-Title(s): ❑ Corporate Officer -Title(s): ❑ Partner ❑Limited ❑General ❑ Partner ❑Limited❑ General g Attorney in Fact RIGHT THUMBPRINT ❑ Attorney in Fact RIGHT THUMBPRINT ❑ Trustee OF SIGNER ❑ Trustee OF SIGNER ❑ Guardian or Conservator Top of thumb here ❑ Guardian or Conservator Top of thumb here ❑ Other ❑ Other: Signer is Representing: Signer is Representing: 4-7200 •• ..._..: :..:. � .. ; ...., . ::•�: :::Tel (973) 62 �'�.•. :. •ATTORNEY OWER .. ..::..• H:........:..... :.... .. .... ...:::.. ::...,..::,... ..::.:.:,.:i,..,:.:.,...,.. .. . .... ,... ...: :..... ::. :. ... ..... .... ... . . . . ..... . .. .. . . ... ... .. . .. .. . . ,. ......,.. .:..... ... . .::. . - •• .:.:. .......... .............. ...... ........: . ... • -..... ...... .. . .. . .. :.:::.-:,. ::::-::: :::.,...!i•::. :..,..:.....,: ...,. ...:. ..., :::. .. : : • ... ... . .. .... .. .. .. .. . . .. ..... . ... ...• :. :INTERNATIONAL FIDELITY INSURANCE COMPANY ALLEGHENY COMPANY . ':. ONE:NEWARK'CENTER,20TH FLOORS NEWARK, NEW:JERSEY 07102-5207 KNOW ALL MEN BY THESEPRESENTS: That INTERNATIONAL FIDELITY INSURANCE COMPANY a'corporation organized and existing under the laws of the State of New Jersey, and ALLEGHENY:CASUALTY COMPANY a corporation organized and existing under the laws of the State of • Pennsylvania,having their principal office in the City of Newark,New Jersey,do hereby constitute and appoint : :JAMES D. CASTLE, LAWRENCE F, MCMAHON ... . San Diego, CA. : their true and lawful attorney s)-in-fact to execute,seal and deliver for and on its behalf as surety,any and:all bonds'and undertakings,contracts of indemnity and other writings obligatory in the nature thereof, which are or maybe allowed,required or permitted by law,.statute,rule,regulation,contract or otherwise, • : ggsuch instruments. in pursuance of these presents,shall be as binding upon the:said INTERNATIONAL FIDELITY INSURANCE and> ..the execution of COMPANY and ALLEGHENY CASUALTY COMPANY, as fully and amply, to all intents and purposes:,as if the same had been duly executed and acknowledged by their regularly elected officers at their principal offices. This Power::of:Attorney is executed,and may be revoked, pursuant to and by authority of the B Laws of INTERNATIONAL FIDELITY INSURANCE COMPANY 'ALLEGHENY CASA_!Al_.TY CMPANY and is granted:under and•by authority of the following resolution adopted by the Board of Directors. and of INTERNATIONAL FIDELITY INSURANCE COMPANY at a meeting dulyheld on the 20th day.of July,2010 and by the Board or Directors of ALLE HEN CASUALTY COMPANY at a.•rneeting duly held on the 15th day of August, 000 'RESOLVED,thatCl.:)the President,Vice President,Chief Executive Officer or Secretaryof the Corporation shall have the power to appoint,and to revoke P P the appointments of,Attorneys-in-Fact or agents with power and authority as defined or limited in their respective powers;of attorney,and to execute on behalf of the.Corporation and affix the Corporation's seal thereto,bonds,undertakings, recognizances, contracts of indemnity and other written obligations in the Officers of the Corporation oration mayappoint oint and revoke the appointments of joint-control custodians,agents nature thereof or related thereto; and (2)any such pp p ce ptance ofprocess,and with authority to execute.waivers,and consents on behalf of the Corporation;. and (3)the signature ofany li• for ac •. Attorneys-in-fact : ppof the Cor oration and the Corporation's seal may be affixed by facsimile to any power of attorney or certification given:for the execution of any such Officer p _rp gg recognizance, contract'of indemnityor other written obligation in the nature thereof or related thereto,such signature and seals when bflnd,undertaking, : so used whether heretofore or hereafter, being hereby adopted by the Corporation as the original signature of,such:-officer andthe original seal of,the Corporation,'to be valid:and bindingp upon the Corporation with the same force and effect as though manuallyaffixed." IN WITNESS WHEREOF,. INTERNATIONAL FIDELITY INSURANCE..COMPANY and ALLEGHENY CASUALTY COMPANY have each executed and attested these presents on this 22nd day of July,2014. : :: ,•:.•:•- ••: .•::.:. .::::.• ,tti),STY:4•4444.: oN$U.A0.), STATE OF NEW JERSEY ... A : G„ i' :. 1- :- ::' f.:44,,;\:......::...44011,.. . .4 County%., . of Es.ssex r ... • : 4.6,-tbit.. ., .. . , , ... SIEAL . ' yam :.:. :: H , . 09;72vri.,...,,,v.r .s : ,.,.,• .:__.,.. •• :. :.,..:,,...:, ,.::.:. ::...., : . ..: . : .:,:. ..: :: :.::, :.::. ., , ,:,. :...,„.. . -., . :: : . , 1936 :, :..: .:: . I : :4,,, :-.:.:, ,. ,:.: ::: „.: ,, ,,,::. :::: ,,. . : ::. ,:. .::,,,,. ,,, ,,,. ,. :: ::: ..: .:, ::: -..,. , .. -: :. .:, ::: .,,: .„ : .,. ..:: ... .. .. . 4.1 . . :::•. :::-..:,:::::cttio :::- H. . :. .- .,./,-...71.0.JE.tt---- :* :,, .: ::, , ,:s: :;.: ::: :,. .::, .,: :::, ::::: ..:..:,, ::.: :, : : : - . : .: :,, :::. -.: --::: ,,:: _ ,: .. .. * :.. ::., . '• :- : - — CROBERTERT W.'MINSTER .: ::: s : N't,#) - hi f Executive Ofioer(Internation al FidelityGYL ,\'' Insurance Company)and President(Allegheny CasualtyCo who a�ecuted the recediri instrument'to me personally known,and, being by me duly :.:On this 22nd day of July 2014, before me came the individualx p g � P Y :''sworn, said he is the therein.described and authorized officer INTERNATIONAL, .FIDELITY INSURANCE COMPANY and`ALLEGHENY CASUALTY COMPANY; that the seals affixed to said instrument are the Corporate Seals of said Companies;that the said Corporate Seals and his signature were . duly affixed by order of the Boards of Directors of said Companies. ii 4 TESTIMQ • Y ',AIHEREOF, FEOF, ; ;a.v s et;;i: a nd of xed y Official Seal, at�e•City ofNewark,New Jersey theday above written. .:. .; .. : .: ,,.:. ..,A5sIoN•_....c-- -.._ ••::: ...: :. .,, ::-:. . .:.::: : :.:.,:. .::: :. :. , : ::: .::: . .: :i: ::: : .:: : .: .:: ., . a 1HYC , .. :. :: . .: ...,.. E. '•� NOTARY 53; I': :::: :. ::: il ;:. :: :. :: : :. :::: i.. ::., .: H :: 1: ::: :::: i: :, .:: , ': .:' 'r:001,4!' •'.11101,, . :: ,, H r, : :. :::: „ ,... 4... -.. PUBLIC 0• .. . • ... NOTARY ''.4-16-2`"•'.• : PUBLIC OFNEW JERSEY1 '1 .... ��.`,, My Commission E p yes Apr , '',•, OF N E� �,.0 '/,,,,,,,,,,,,,,% CERTIFICATION :'l,the undersigned officer of INTERNATIONAL FIDELITY INSURANCE COMPANY and.ALLEGHENY CASUALTY COMPANY do hereby certify that I have compared the foregoing copy of the Power of Attorney and affidavit,and the copy of the::Sections of the:By-Laws of said Companies as set forth in said Power of Attorney, with the originals on file in the home office of said companies, and: that the same:.are correct transcripts thereof,and of the whole of the said originals,and that the said Power of Attorney has:not been revoked and is now in full force and effect. IN TESTIMONY WHEREOF, I have hereunto set my hand this .1::::00:4 •day' of 2016 ;• t.' ecreta ��.MAF A ' : � sitanS sRAN A s s State of California Department of Resources Recycling and Recovery(CalRecyde) CalRecyde 184(Rev.4/17) CEW Recovery and Recycling Payment System PROOF OF DESIGNATION This form may be used as a Proof of Designation under Title 14 of the California Code of Regulations(CCR)§ 18660.49 when issued by a California Local Government. It must be completed by representatives authorized to act on behalf of that Local Government and the Designated Approved Collector.A copy must be transmitted to CaiRecycle by the Local Government at least 30 days prior to use of the Designation.Detailed regulatory requirements and guidance are available at: www.calrecvcle.ca.gov/Electronics/Locals/Desiq nations Designating Local Govemment City of Rancho Palo Verdes Designated Approved Collector CEWID# EDCO Waste & Recycling 101548 Designation Begin Date Designation End Date Use of this Designation shall not occur prior to 30 days after 09/16/2017 09/15/2019 transmittal of this Proof of Designation to CaiRecycle. Geographic Area of Service , City Limits of Rancho Palos Verdes Location(s)of Authorized Collection(s)(Attach additional sheets as necessary)0 Check if attachment(s)are provided. EDCO-30940 Hawthorne Blvd, Rancho Palos Verdes, CA 90275 Method of Collection Activities Gad each authorized method-Note that generator source and volume limitations may apply) Drop-off X_Curbside Service illegal Disposal Clean-up _X Special Events Other(specify): Description of Authorized Collection(s)(Attach additional sheets as necessary)0 Check if attachment(s)are provided. Residential curbside and special event drop off • Name of Designating Authority Representative Title Terry Rodrigue Interim Director of Public Works Phone E-Mail 310-544-5252 Trodrigue@rpvca.gov Mailing Address 30940 Hawthorne Blvd., Rancho Palos Verdes, CA 90275 CERTIFICATION STATEMENT as required under Title 14 CCR§18660.49(b)(5):I am a Local Government representative authorized to execute agreements or contracts related to waste management on behalf of the Local Government. I have read and understand all applicable laws and regulations governing the Electronic Waste Recovery and Recycling Program. I agree that the Local Government shall operate in compliance with those applicable laws and regulations.I certify that the Proof of De= t ation contaiu= - d correct information to_the best of my knowledge. Signatu/ jiii Date Signed - 5' z- r '7 Name of Local .vemment Point o ontact(if different than above) Title Lauren .:amezani Senior Administrative Analyst Phone E-Mail 310-544-5245 LaurenR@rpvca.gov Name of Designated Approved Collector Signatory Title gA MizvivieRAA Di rae5true. OF f, ONS Phone E-Mail IVO- 4‘40 /��j � Jul 14.@ erX-0 ISFISSAL.COM CERTIFICATION STATEMENT as required under Title 14 CCR§ 18660.49(b)(6): I am an authorized signatory listed in the application for approval,and my organization agrees to operate in compliance with the requirements of the Electronic Waste Recove • R= ing • ogram and all applicable laws and regulations. Signature e�� Date Signe 1( l FOR CALRECYCLE USE ONLY Transmitted By Date Transmitted Date Eligible for Use Received By DMall DElectronic Mail Page 1 of 1 AGREEMENT BETWEEN CITY OF RANCHO PALOS VERDES AND EDCO DISPOSAL CORPORATION FOR RESIDENTIAL SOLID WASTE MANAGEMENT SERVICES SERVICE AREA #1 * * * November 24,2009 AGREEMENT BETWEEN CITY OF RANCHO PALOS VERDES AND EDCO DISPOSAL CORPORATION FOR RESIDENTIAL SOLID WASTE MANAGEMENT SERVICES SERVICE AREA #1 TABLE OF CONTENTS Page RECITALS 1 ARTICLE 1 3 DEFINITIONS 3 1.1 ACT 3 1.2 AFFILIATE 3 1.3 APPLICABLE LAW 4 1.4 BACKYARD SERVICE 4 1.5 BILLINGS 4 1.6 BIN 4 1.7 BIN OVERAGE CLEAN-UP FEE 4 1.8 BIN SERVICE 4 1.9 BROWN GOODS 5 1.10 BULKY ITEMS 5 1.11 CART 5 1.12 CITY 5 1.13 CITY COUNCIL 6 1.14 CITY FACILITIES 6 1.15 CITY MANAGER 6 1.16 COLLECT COLLECTION 6 1.17 COLLECTOR FEE 6 1.18 COLLECTION VEHICLE 6 1.19 COMMERCIAL 6 1.20 COMMERCIAL PREMISES 6 1.21 CONTRACTOR 7 1.22 CONTRACTOR'S PROPOSAL 7 1.23 CONTRACTOR COMPENSATION 7 1.24 CONSTRUCTION AND DEMOLITION DEBRIS 7 1.25 CONTAINER 7 1.26 CPI 8 1.27 CRV 8 1.28 CUSTOMER 8 1.29 DESIGNATED GREEN WASTE PROCESSING FACILITY 8 1.30 DESIGNATED RECYCLING FACILITY 8 November 24, 2009 City of Rancho Palos Verdes-EDCO 1.31 DISPOSAL 8 1.32 DISPOSAL SITES) 8 1.33 DIVERSION 8 1.34 EFFECTIVE DATE 9 1.35 ELECTRONIC WASTE 9 1.36 ENVIRONMENTAL PROGRAMS FEE 9 1.37 ENVIRONMENTAL LAWS 9 1.38 FACILITY 9 1.39 GREEN WASTE 9 1.40 GREEN WASTE PROCESSING FACILITY 10 1.41 GROSS RECEIPTS 10 1.42 HAZARDOUS SUBSTANCE 10 1.43 HAZARDOUS WASTE 11 1.44 HOUSEHOLD HAZARDOUS WASTE("HH W") 11 1.45 INDEMNITEES 11 1.46 MATERIALS RECOVERY FACILITY("MRF") 11 1.47 MULTI-FAMILY DWELLING 11 1.48 PERSON 11 1.49 PREMISES 12 1.50 PUBLIC EDUCATION PLAN 12 1.51 RATE SCHEDULE 12 1.52 RATE YEAR 12 1.53 RECYCLING 12 1.54 RECYCLABLE MATERIALS 12 1.55 RECYCLING REBATE 12 1.56 REFUSE 12 1.57 RESIDENTIAL 13 1.58 RESIDENTIAL PREMISES 13 1.59 ROLL-OFF Box 13 1.60 SCOUT VEHICLES) 13 1.61 SENIORS 13 1.62 SERVICE AREA 1 13 1.63 SINGLE FAMILY DWELLING 14 1.64 SOLID WASTE 14 1.65 SOLID WASTE AND RECYCLABLE MATERIALS HANDLING SERVICES 14 1.66 SOLID WASTE SERVICES AND PERFORMANCE REVIEW MEETING 14 1.67 SOURCE SEPARATED 14 1.68 STATE 14 1.69 TERM 14 1.70 TRANSFORMATION 15 1.71 TRANSFER STATION 15 1.72 WASTE GENERATOR 15 1.73 WORKING DAY 15 ARTICLE 2 16 GRANT AND ACCEPTANCE OF RIGHTS 16 2.1 GRANT AND ACCEPTANCE OF RIGHTS,INDEMNITY OF AWARD 16 2.2 ENFORCEMENT OF EXCLUSIVITY 17 2.3 EFFECTIVE DATE;COMMENCEMENT OF SERVICES 17 2.4 TERM OF AGREEMENT 17 2.5 CTTY'S OPTION TO EXTEND TERM 17 2.6 REPRESENTATIONS AND WARRANTIES OF CONTRACTOR 18 November 24, 2009 City of Rancho Pa/os Verdes-EDCO 2.7 CONDITIONS TO EFFECTIVENESS OF AGREEMENT 20 2.8 DELEGATION OF AUTHORITY 21 2.9 LIMITATIONS TO SCOPE 22 2.10 CITY'S RIGHT TO DIRECT CHANGES 24 2.10.1 General 24 2.10.2 New Diversion Programs 24 2.11 OWNERSHIP OF SOLID WASTE 25 2.12 PERMITS AND LICENSES 26 2.13 CONTRACTOR NAME 26 2.14 SERVICE AREA 2 AUTOMATED CURBSIDE CART CUSTOMER SERVICES 26 ARTICLE 3 27 FEES PAID TO THE CITY 27 3.1 CONTRACTING FEE 27 3.2 OTHER CITY FEES 27 3.2 I Collector Fee 27 3.22 Environmental Programs Fee 27 3.2.3 Recycling Rebate 28 3.3 FUTURE FEES 28 ARTICLE 4 29 DIRECT SERVICES 29 4.1 GENERAL 29 4.2 REFUSE 29 4.2.1 Cart Refuse Collection 29 4.2.2 Refuse Cart Overage 30 4.2.3 Backyard Service 30 4.2.4 Backyard Service for the Disabled 31 4.2.5 Flag Lot Service 31 4.2.6 Bin Refuse Collection 31 4.2.7 Overflowing Containers 32 4.2.8 Scout Vehicles 33 4.2.9 Bin Push-out Service 33 4.2.10 Pup Route Service 34 4.2.11 Locking Bins 34 4.2.12 Return Trip Fee 34 4.2.13 On-Call Bulky Item Pickup 35 4.2.14 Bulky Item Diversion 35 4.2.15 Household Hazardous Waste Events 36 4.2.16 Used Oil and Used Oil Filter Collection 36 4.2.17 Disposal of Electronic Waste and Other Special Wastes 36 4.2.18 Collection of Containers Used Under Prior Contract 37 4.219 Household Battery and Florescent Light Bulb Drop-Off 37 4.220 Optional Household Hazardous Waste Programs 37 4.220.1 Optional Door-to-Door HHWCollection 37 4.220.2 Optional Pharmaceutical Drop Box Collection 38 4.220.3 Direct Mail Back Sharps Kits For Purchase 38 4.3 RECYCLING 39 4.3.1 Recyclable Materials Collection for Cart Refuse Customers 39 4.3.2 Recyclable Materials Collection from Bin Refuse Customers 39 4.3.3 Additional Recyclable Materials Programs 40 4.3.4 Warning Notice 40 4.3.5 Marketing and Sale of Recyclable Materials 41 November 24, 2009 City of Rancho Palos Verdes-EDCO 4.3.6 Minimum Recycling Requirements 41 4.4 GREEN WASTE PROGRAM 42 4.4.1 Green Waste Collection for Cart Refuse Customers 42 4.4.2 Holiday Tree Collection Program 42 4.4.3 Brush Clearing Events 43 4.4.4 End Uses for Green Waste 43 4.5 CITY SERVICES 44 4.5.1 City Facilities Collection 44 4.5.2 E-Waste at City Facilities 44 4.5.3 City-Sponsored Events 44 4.5.4 Clean-Up Event Collection 45 4.5.5 Emergency Collection and Disposal Service 45 4.5.6 Abandoned Item Collection 46 4.6 OPERATIONS 46 4.6.1 Schedules 46 4.6.2 Missed Pickups 47 4.6.3 Vehicles 47 4.6.4 Containers 52 4.6.4.1 Carts 52 4.6.4.2 Cart Maintenance and Replacement Responsibilities 54 4.6.4.3 Bins 54 4.6.4.4 Roll-off Boxes 55 4.6.4.5 Repair of Bins and Roll-off Boxes 55 4.6.5 Litter Abatement 55 4.6.6 Personnel 56 4.6.7 Identification Required 58 4.6.8 Fees and Gratuities 58 4.6.9 Non-Discrimination 58 4.6.10 Report of Accumulation of Solid Waste; Unauthorized Dumping 59 4.7 TRANSPORTATION OF SOLID WASTE AND RECYCLABLE MATERIALS 59 4.8 DESIGNATED FACILITIES 59 4.8.1 Disposal Site 60 4.8.2 Designated Recycling Facility 60 4.8.3 Designated Green Waste Processing Facility 60 4.8.4 Facility Replacement Due to Non-Compliance With Applicable Law 60 4.9 STATUS OF DISPOSAL SITE 61 4.10 DEDICATED ROUTES 61 4.11 BORDER STREET ROUTING 62 4.12 ROUTE AUDIT 62 4.12 ROUTING PLAN APPROVAL 63 4.13 SERVICE EXCEPTIONS;HAZARDOUS WASTE NOTIFICATIONS 64 ARTICLE 5 65 OTHER SERVICES 65 5.1 CUSTOMER BILLING AND CONTRACTOR COMPENSATION 65 5.1.1 Cart Billing 65 5.1.2 Bin Billing 65 5.1.3 Compensation Entirely Through Approved Rates 66 5.1.4 Discounts 66 5.1.4.1 Senior Rate Reduction 66 5.1.4.2 Pre-payment Discount 66 5.1.4.3 Low-Income Rate Reduction 66 November 24, 2009 City of Rancho Pa/os Verdes-EDCO 5.1.4.4 Application of Rate Reductions 67 5.1.5 Contractor's Invoices 67 5.1.6 Customer Credits 67 5.1.7 Customer Billing Adjustments 67 5.1.8 Exemption From Service 68 5.1.9 Late Payments 68 5.1.10 Electronic Billing and Payment 68 5.2 CUSTOMER SERVICE 69 5.2.1 Local Office 69 5.2.2 Complaint Documentation 69 5.2.3 Resolution of Customer Complaints 70 5.2.4 Service Liaison 70 5.3 EDUCATION AND PUBLIC AWARENESS 70 5.3.1 General 70 5.3.2 Implementation and On-going Education Requirements 71 5.3.3 Contractor Representative 73 5.3.4 Community Events 73 5.4 WASTE GENERATION/CHARACTERIZATION STUDIES 73 ARTICLE 6 75 CONTRACTOR COMPENSATION AND RATES 75 6.1 GENERAL 75 6.3 SCHEDULE OF FUTURE ADJUSTMENTS 75 6.4 METHOD OF ADJUSTMENTS 76 6.4.1 General 76 6.4.2 Cost Components for Rate Adjustment Indices 76 6.4.3 Rate Adjustment Steps 77 6.4.4 Government Fees 79 6.4.5 Green Waste Index 79 6.5 EXTRAORDINARY ADJUSTMENTS 80 6.6 BRUSH CLEARING TONNAGE THRESHOLD ADJUSTMENT 81 6.7 SUPPORTING INFORMATION 81 ARTICLE 7 82 REVIEW OF SERVICES AND PERFORMANCE 82 7.1 PERFORMANCE REVIEW MEETING 82 ARTICLE 8 84 RECORDS,REPORTS AND INFORMATION REQUIREMENTS 84 8.1 GENERAL 84 8.2 RECORDS 84 8.2.1 General 84 8.2.2 Financial Records 85 8.2.3 Solid Waste and Recyclable Materials Records 85 8.2.4 CERCLA Defense Records 86 8.2.5 Other Programs' Records 87 8.2.6 Audit 87 8.2.7 Payments and Refunds 88 8.3 REPORTS 88 8.3.1 Report Formats and Schedule 88 8.3.2 Monthly Reports 89 8.3.3 Quarterly Reports 89 8.3.4 Annual Report 90 8.3.5 Financial Report 91 8.4 REPORTING ADVERSE INFORMATION 91 November 24, 2009 City of Rancho Pa/os Verdes-EDCO 8.5 RIGHT TO INSPECT RECORDS 92 8.6 FAILURE TO REPORT 92 ARTICLE 9 93 9.1 INDEMNIFICATION 93 9.2 HAZARDOUS SUBSTANCES INDEMNIFICATION 94 9.3 INDEMNIFICATION FOR FAILURE TO MEET DIVERSION REQUIREMENTS;GUARANTEE 96 9.4 INSURANCE 97 9.5 FAITHFUL PERFORMANCE BOND 101 9.6 FAITHFUL PERFORMANCE LETTER OF CREDIT 102 9.7 FORFEITURE OF PERFORMANCE BOND 102 9.8 FORFEITURE OF LETTER OF CREDIT 103 9.9 PERFORMANCE SECURITY BEYOND SERVICE TERM 103 ARTICLE 10 104 CITY'S RIGHT TO PERFORM SERVICE 104 10.1 GENERAL 104 10.2 BILLING AND COMPENSATION TO CITY DURING CITY'S POSSESSION 105 10.3 CITY'S RIGHT TO RELINQUISH POSSESSION 105 10.4 CITY'S POSSESSION NOT A TAKING 106 10.5 DURATION OF CITY'S POSSESSION 106 ARTICLE 11 107 DEFAULT,REMEDIES AND LIQUIDATED DAMAGES 107 11.1 EVENTS OF DEFAULT 107 11.2 RIGHT TO TERMINATE UPON DEFAULT AND RIGHT TO SPECIFIC PERFORMANCE 109 11.3 LIQUIDATED DAMAGES 110 11.4 EXCUSE FROM PERFORMANCE 114 11.5 NOTICE,HEARING AND APPEAL OF CITY BREACH 115 11.6 ASSURANCE OF PERFORMANCE 116 ARTICLE 12 117 OTHER AGREEMENTS OF THE PARTIES 117 12.1 RELATIONSHIP OF PARTIES 117 12.2 COMPLIANCE WITH LAW 117 12.3 GOVERNING LAW 117 12.4 JURISDICTION 117 12.5 ASSIGNMENT 118 12.6 CONTRACTING OR SUBCONTRACTING 120 12.7 BINDING ON ASSIGNS 120 12.8 COOPERATION IN PREPARATION FOR TERMINATION OR EXPIRATION OF CONTRACT 121 12.9 PARTIES IN INTEREST 121 12.10 WAIVER 121 12.11 CONTRACTOR'S INVESTIGATION 122 12.12 CONDEMNATION 122 12.13 NOTICE 122 12.14 CITY FREE TO NEGOTIATE WITH THIRD PARTIES 123 12.15 PRIVACY 123 12.16 PUBLIC RECORDS;EXEMPT INFORMATION 123 November 24, 2009 City of Rancho Pa/os Verdes-EDCO ARTICLE 13 125 MISCELLANEOUS PROVISIONS 125 13.1 ENTIRE AGREEMENT 125 13.2 SECTION HEADINGS 125 13.3 REFERENCES TO LAWS AND OTHER AGREEMENTS 125 13.4 INTERPRETATION 125 13.5 AGREEMENT 125 13.6 SEVERABILITY 126 13.7 EXHIBITS 126 13.8 ATTORNEYS'FEES 126 Exhibits 1. Contractor's Quarterly Accounting 2. Public Education Plan 3. List of Vehicles 4. Initial Maximum Rates 5. Rate Adjustment Formula 6. Service Area #1 7. Faithful Performance Bond November 24, 2009 City of Rancho Pa/os Verdes-EDCO AGREEMENT This Agreement for Integrated Solid Waste Management Services (hereinafter the "Agreement") is entered into thisflday of \1 • , 2009, byand between the Cityof g ) Rancho Palos Verdes, California, ("City") and EDCO Disposal Corporation ("Contractor"), for the collection, transportation, recycling, processing, and disposal of solid waste and other services related to meeting the goals and requirements of the California Integrated Waste Management Act. RECITALS WHEREAS, the Legislature of the State of California,by enactment of the California Integrated Waste Management Act of 1989 (the "Act") (California Public Resources Code Section 40000 et seq.),has declared that it is in the public interest to authorize and require local agencies to make adequate provisions for solid waste handling within their jurisdictions; and, WHEREAS, pursuant to California Public Resources Code Section 49300 and 49500-49524, the City of Rancho Palos Verdes has determined that the public health, safety, and well- being require that an exclusive collection agreement, in accordance with Section 8.20.260 of the Rancho Palos Verdes Municipal Code, be awarded to a qualified company for the collection, transfer and transportation, recycling,processing, and disposal of solid waste and other services related to meeting the diversion goals required by the Act, and other requirements of the California Integrated Waste Management Act; and, WHEREAS,City declares its intention of maintaining reasonable rates and quality service related to the collection, transfer and transportation, recycling, processing, and disposal of solid waste and other services; and, WHEREAS, in response to a Request for Proposals, Contractor has submitted a proposal to City and City selected the Contractor on the competitive advantages of that proposal over other proposals received by City; and WHEREAS, City and Contractor ("Parties") hereto desire to enter said Agreement; and, WHEREAS, City and Contractor are mindful of the provisions of the laws governing the safe collection, transport, recycling, processing and disposal of solid waste, including November 24, 2009 -1- City of Rancho Palos Verdes-EDCO the Act, the Resource Conservation and Recovery Act("RCRA") (42 U.S.C. §6901 et seq., and the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA") (42 U.S.C. §9601 et seq.). City and Contractor desire to leave no doubts as to their respective roles and to memorialize that by entering into this Agreement, City is not thereby becoming an "arranger" or a "generator" as those terms are used in CERCLA, and that it is Contractor, not City, who is "arranging for" the collection from premises in the City, transport for disposal, composting or other processing, and recycling of municipal solid waste which may contain hazardous substances; and further to confirm that as a material inducement to City entering into this Agreement, Contractor has agreed to fully indemnify City in connection with any claims,losses, liabilities, lawsuits or actions relating to the inadvertent or intentional collection, transportation and/or disposal of hazardous materials that may occur in connection with Contractor's performance under this Agreement, and WHEREAS, Contractor has agreed, as part of this Agreement, acting as an independent contractor to provide such personnel, equipment and supplies as are necessary to ensure City complies with the requirements of Public Resources Code Section 40000, et seq., NOW, THEREFORE,in consideration of the premises above stated and the terms, conditions, covenants and agreements contained herein, the Parties do hereby agree as follows: November 24, 2009 -2- City of Rancho Palos Verdes-EDCO ARTICLE 1 DEFINITIONS The terms used in this Agreement shall have the meaning set forth in this Article 1. In the event a term is not defined in this Article 1, then it shall have the meaning set forth in the Rancho Palos Verdes Municipal Code or in Division 30, Part 1, Chapter 2 of the California Public Resources Code (with precedence given to definitions in the Rancho Palos Verdes Municipal Code over conflicting definitions contained in the Public Resources Code). Except as provided in Article 1,words beginning with lower case letters are being used with their common ordinary meanings, not as defined terms. Otherwise, the following capitalized words and terms shall have the following meanings: 1.1 Act "Act" means the California Integrated Waste Management Act of 1989 (California Public Resources Code Section 40000 et seq.), sometimes referred to as"AB 939", as it may be amended from time to time. 1.2 Affiliate "Affiliate" means all businesses (including corporations, limited and general partnerships and sole proprietorships) that are directly or indirectly related to Contractor by virtue of direct or indirect ownership interest or common management. An Affiliate shall include a business in which Contractor owns a direct or indirect ownership interest, a business which has a direct or indirect ownership interest in Contractor and/or a business which is also owned,controlled or managed by any business or individual which has a direct or indirect ownership interest in Contractor. For purposes of determining whether an indirect ownership interest exists, the constructive ownership provisions of Section 318(a) of the Internal Revenue Code of 1986 (26 U.S.C. § 318(a)), as in effect on the date of this Agreement, shall apply; provided, however, that(i) "ten percent(10%)" shall be substituted for "fifty percent (50%)" in Section 318(a)(2)(C) and in Section 318(a)(3)(C) thereof; and (ii) Section 318(a)(5)(C) shall be disregarded. For purposes of determining ownership under this paragraph and constructive or indirect ownership under Section 318(a), ownership interest of less than ten percent(10%) shall be disregarded and percentage interests November 24, 2009 -3- City of Rancho Pa/os Verdes-EDCO shall be determined on the basis of the percentage of voting interest or value which the ownership interest represents, whichever is greater. 1.3 Applicable Law "Applicable Law" means all laws, regulations, rules, orders, directives,judgments, decrees, permits, approvals, or other requirement of the United States, the State of California, the County of Los Angeles, the City of Rancho Palos Verdes (including,but not limited to, Chapter 8.20 of the Rancho Palos Verdes Municipal Code), and any federal, state, regional or local administrative and regulatory agencies, that are applicable to any aspect of this Agreement or the provision of Solid Waste and Recyclable Materials Handling Services, that are in force on the Effective Date and as they may be enacted, issued or amended during the Term. 1.4 Backyard Service "Backyard Service" is defined in Section 4.2.3. 1.5 Billings "Billings" or "Billing" or "Bill" means the statement(s) of charges provided to Customers for services rendered by Contractor. 1.6 Bin "Bin" means a metal Container with hinged lids and wheels with a capacity of less than ten (10) cubic yards. 1.7 Bin Overage Clean-up Fee "Bin Overage Clean-up Fee" means a fee charged to a Customer who allows his or her Container(s) to overflow within a three-month period of receiving a written notice from Collector that Customer had an overflowing Container incident. 1.8 Bin Service "Bin Service" means Solid Waste and Recyclable Materials Handling Services in which a Bin is used for the Collection of Solid Waste and Recyclable Materials. November 24, 2009 -4- City of Rancho Pa/os Verdes-EDCO 1.9 Brown Goods "Brown Goods" mean discarded electronic equipment such as, but not limited to, cellular telephones, video cassette recorders, compact disk (CD) players, CD recorders, digital video disk (DVD) players, DVD recorders, stereos, audio receivers,video receivers, facsimile machines, central processing units (CPUs), laptop computers, and peripherals (e.g., external computer hard drives, computer keyboards,computer mice, and computer printers), and other similar items commonly known as "brown goods" and "e-waste." 1.10 Bulky Items "Bulky Items" means Solid Waste that cannot and/or would not typically be accommodated within a Cart including specifically: furniture (including chairs, sofas, mattresses, and rugs); appliances (including refrigerators, ranges, washers, dryers, water heaters, dishwashers, plumbing, small household appliances and other similar items, commonly known as"white goods");yard debris, Green Waste and small pieces of wood limited to the equivalent of two 96-gallon Carts of contained material per collection; Electronic Waste (including Brown Goods); and clothing. Bulky Items do not include car bodies, tires, Construction and Demolition Debris or items requiring more than two persons to remove. Other items not specifically included or excluded above will be Collected provided that they are not more than eight feet in length, four feet in width, or more than 150 pounds. In the event a question ever arises as to whether a specific item or category of items meets the definition of Bulky Items, the City Manager shall determine whether that definition shall apply,which determination shall be final and binding on the Parties. 1.11 Cart "Cart" means a plastic Container with a hinged lid and wheels serviced by an automated or semi-automated truck with a capacity of no less than 32-and no greater than 101-gallons. 1.12 City "City" means City of Rancho Palos Verdes,California, a municipal corporation, and all the territory lying within the municipal boundaries of City as presently existing or as such boundaries may be modified during the Term. November 24, 2009 -5- City of Rancho Palos Verdes-EDCO 1.13 City Council "City Council" means the City Council of the City of Rancho Palos Verdes, California. 1.14 City Facilities "City Facilities" means all Premises owned or operated by City,now and in the future, including but not limited to, City Hall, City offices, parks, City yard, and beaches. 1.15 City Manager "City Manager" means the City Manager of the City of Rancho Palos Verdes or the City Manager's designee. 1.16 Collect/Collection "Collect" or "Collection" means to take physical possession, transport, and remove Solid Waste or Recyclable Materials within and from City. 1.17 Collector Fee "Collector Fee" is defined in Section 3.2.1 of this Agreement. 1.18 Collection Vehicle "Collection Vehicle" is defined in Section 4.6.3 of this Agreement. 1.19 Commercial "Commercial" refers to services performed at or for Commercial Premises. 1.20 Commercial Premises "Commercial Premises" means Premises upon which business activity is conducted, including but not limited to retail sales, services, wholesale operations, manufacturing and industrial operations, but excluding Residential Premises upon which business activities are conducted when such activities are permitted under applicable zoning regulations and are not the primary use of the property; and City Facilities. Notwithstanding any provision to the contrary herein, in the Rancho Palos Verdes Municipal Code, or otherwise,for purposes of this Agreement, Premises upon which the following uses (as defined in the Rancho Palos Verdes Municipal Code) are November 24, 2009 -6- City of Rancho Pa/os Verdes-EDCO occurring shall be deemed to be Commercial Premises: Assisted Living Facilities, Convalescent Homes, Dormitories, Extended Stay Motels, Group Residential Facilities, Adult Residential Facilities, time-shares, resorts, spas, Group Care Facilities, Hotels, and Motels and any other businesses not specifically listed at which residency is transient in nature and hence should be classified as Commercial Premises. In the event a question ever arises as to whether a specific Premises meets the definition of Commercial Premises, the City Manager shall determine whether that definition will apply, which determination shall be final and binding on the Parties. 1.21 Contractor "Contractor" means EDCO Disposal Corporation, a corporation organized and operating under the laws of the State of California and its officers, directors, employees, agents, companies and subcontractors. 1.22 Contractor's Proposal "Contractor's Proposal" means the proposal submitted by Contractor to City on June 30, 2009 in response to a Request for Proposals dated May 7, 2009. This Agreement supersedes Contractor's Proposal and is the final written expression of the Parties agreement. 1.23 Contractor Compensation "Contractor Compensation" means the revenue received by the Contractor from Customers in return for providing services in accordance with this Agreement. 1.24 Construction and Demolition Debris "Construction and Demolition Debris" means Solid Waste generated at a Premises that is directly related to construction or demolition activities occurring thereon. 1.25 Container "Container" means any and all types of Solid Waste or Recyclable Materials receptacles, including cans/barrels, Carts, Bins and Roll-off Boxes. November 24, 2009 -7- City of Rancho Palos Verdes-EDCO 1.26 CPI "CPI" means the Consumer Price Index for All Urban Consumers (CPI-U), all items less food and energy index- U.S. city average, Series ID CUUR0000SAOL1E. 1.27 CRV "CRV" is defined in Section 3.2.3. 1.28 Customer "Customer" means a Person receiving Solid Waste and Recyclable Materials Handling Services from Contractor pursuant to the terms of this Agreement. 1.29 Designated Green Waste Processing Facility "Designated Green Waste Processing Facility is defined in Section 4.8.3. 1.30 Designated Recycling Facility "Designated Recycling Facility" is defined in Section 4.8.2. 1.31 Disposal "Disposal" means the ultimate disposition of Solid Waste Collected by Contractor at a landfill or otherwise as permitted by Applicable Law. 1.32 Disposal Site(s) "Disposal Site(s)" means the Solid Waste handling Facility or Facilities utilized for the ultimate Disposal of Solid Waste Collected by Contractor. 1.33 Diversion "Diversion" means any combination of waste prevention (source reduction), Recycling, reuse and composting activities that reduces waste disposed at landfills, provided such activities are recognized by the California Integrated Waste Management Board (CIWMB) as Diversion in its determination of the City's Diversion rate and compliance with the Act. The CIWMB may limit Diversion considered to be achieved through Transformation/waste-to-energy,use of Green Waste as alternative daily cover and other activities. November 24, 2009 -8- City of Rancho Pa/os Verdes-EDCO 1.34 Effective Date "Effective Date" means the date first set forth above. 1.35 Electronic Waste "Electronic Waste" means "Covered Electronic Waste" as described in the Act (Section 42463 of Public Resources Code) and all Brown Goods. 1.36 Environmental Programs Fee "Environmental Programs Fee" is defined in Section 3.2.2. 1.37 Environmental Laws "Environmental Laws" means all federal and state statutes, county, local and City ordinances concerning public health, safety and the environment including,by way of example and not limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980,42 U.S.C. § 9601 et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Clean Water Act, 33 U.S.C. § 1251 et seq.; the Toxic Substances Control Act, 15 U.S.C. § -2601 et seq.; the Occupational Safety and Health Act, 29 U.S.C. § 651 et seq.; the California Hazardous Waste Control Act, California Health and Safety Code § 25100 et seq.; the California Carpenter-Presley-Tanner Hazardous Substance Account Act, California Health and Safety Code § 25300 et seq.; the Porter-Cologne Water Quality Control Act, California Water Code § 13000 et seq.; the Safe Drinking ng Water and Toxic Enforcement Act, California Health and Safety Code §25249.5 et seq.; as currently in force or as hereafter amended, and all rules and regulations promulgated thereunder. 1.38 Facility "Facility" means any plant or site, owned or leased and maintained, operated or used by Contractor for purposes of performing under this Agreement. 1.39 Green Waste "Green Waste" means leaves, grass clippings,brush, branches, and other forms of organic materials generated from landscapes or gardens, separated from other Solid Waste. November 24, 2009 -9- City of Rancho Palos Verdes-EDCO 1.40 Green Waste Processing Facility "Green Waste Processing Facility" means a permitted Facility where Green Waste is sorted, mulched or separated for the purposes of Recycling,reuse or composting. 1.41 Gross Receipts "Gross Receipts" means any and all revenue received from Billings, and compensation in any form, of Contractor or subsidiaries, parent companies or other Affiliates of Contractor, for the Collection and transportation of Solid Waste and Recyclable Materials pursuant to this Agreement, in accordance with generally accepted accounting principles, including,but not limited to, Customer fees for Collection of Solid Waste and Recyclable Materials, without subtracting Disposal fees,City fees or other fees or any other cost of doing business. 1.42 Hazardous Substance "Hazardous Substance" shall mean any of the following: (a) any substances defined, regulated or listed (directly or by reference) as "hazardous substances", "hazardous materials", "hazardous waste", "toxic waste", "pollutants" or "toxic substances" or similarly identified as hazardous to human health or the environment, in or pursuant to (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980,42 U.S.C. § 9601 et seq. (CERCLA); (ii) the Hazardous Materials Transportation Act, 49 U.S.C. § 5101, et seq.; (iii) the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; (iv) the Clean Water Act,33 U.S.C. § 1251 et seq.; (v) California Health and Safety Code §§ 25110.02, 25115, 25117, 25249.8,25281, 25316, 25501 and 25501.1; (vi) the Clean Air Act,42 U.S.C. § 7401 et seq.; and (vii) California Water Code § 13050; (b) any amendments,rules or regulations promulgated thereunder to such enumerated statutes or acts currently existing or hereafter enacted; and (c) any other hazardous or toxic substance, material, chemical,waste or pollutant identified as hazardous or toxic or regulated under any other applicable federal, state or local Environmental Laws currently existing or hereinafter enacted, including,without limitation,friable asbestos, polychlorinated biphenyl's ("PCBs"), petroleum, natural gas and synthetic fuel products, and by-products. November 24, 2009 -10- City of Rancho Pa/os Verdes-EDCO 1.43 Hazardous Waste "Hazardous Waste" means and includes wastes defined as hazardous by Public Resources Code Section 40141 as it now exists or subsequently may be amended, as well as all substances defined as Hazardous Waste, acutely Hazardous Waste, or extremely Hazardous Waste by the State of California in Health and Safety Code§§ 25110.02, § 25115, and §25117 or in the future amendments to or recodifications of such statutes or identified and listed as Hazardous Waste by the US Environmental Protection Agency (EPA), pursuant to the Federal Resource Conservation and Recovery Act(42 U.S.C. §6901 et seq.), all future amendments thereto, and all rules and regulations promulgated thereunder. 1.44 Household Hazardous Waste ("HHW") "Household Hazardous Waste" means Hazardous Waste generated at Residential Premises. 1.45 Indemnitees "Indemnitees" means the City, its public officials, officers, employees, consultants, agents, volunteers, and independent contractors serving in the role of the City officials. 1.46 Materials Recovery Facility ("MRF") "Materials Recovery Facility" means a fully permitted Facility where Solid Wastes or Recyclable Materials are sorted or separated for the purposes of Recycling, processing or composting. 1.47 Multi-Family Dwelling "Multi-Family Dwelling" means any building or lot containing three or more dwelling units. Multi-Family Dwelling units generally receive Solid Waste and Recyclable Materials Collection through the use of shared Bins, or Carts. 1.48 Person "Person" means any individual, firm, association, organization, partnership, corporation, business trust,joint venture, the United States, the State of California, the County of Los Angeles, cities, and special purpose districts. November 24, 2009 -11- City of Rancho Pa/os Verdes-EDCO 1.49 Premises "Premises" means any land, or building in Service Area 1 where Solid Waste and Recyclable Materials are generated or accumulated. 1.50 Public Education Plan "Public Education Plan" is defined in Section 5.3.2. 1.51 Rate Schedule "Rate Schedule" means the approved schedule of maximum permissible monthly rates currently in effect on the date Solid Waste and Recyclable Materials Service is provided. See Exhibit 4 for the initial maximum rates. 1.52 Rate Year "Rate Year" means the period July 1 to June 30, for each year during the Term. 1.53 Recycling "Recycling" means the process of collecting, sorting,cleansing, treating, and reconstituting materials that would otherwise become solid waste, and returning them to the economic mainstream in the form of raw materials for new, reused, or reconstituted products which meet the quality standards necessary to be used in the marketplace. Recycling does not include Transformation. 1.54 Recyclable Materials "Recyclable Materials" means those materials that are capable of being recycled. These materials will be as defined by the City. The initial list of Recyclable Materials to be collected pursuant to this Agreement is set forth in Section 4.3.3. 1.55 Recycling Rebate "Recycling Rebate" is defined in Section 3.2.3. 1.56 Refuse "Refuse" means all Solid Waste except Construction and Demolition Debris and Bulky Items. November 24, 2009 -12- City of Rancho Pa/os Verdes-EDCO 1.57 Residential "Residential" refers to services performed at and for Residential Premises. 1.58 Residential Premises "Residential Premises" means Premises upon which dwelling units exist, including, without limitation,Single Family and Multi-Family Dwellings, apartments, boarding or rooming houses, condominiums,mobile homes, efficiency apartments, and second units. Notwithstanding any provision to the contrary herein, in the Rancho Palos Verdes Municipal Code, or otherwise,for purposes of this Agreement, Premises upon which the following uses are occurring shall not be deemed to be Residential Premises, and rather shall be deemed to be Commercial Premises: Assisted Living Facilities, Convalescent Homes, Dormitories, Extended Stay Motels, Group Residential Facilities, Adult Residential Facilities,Group Care Facilities, Hotels, Motels, time-shares, resorts, spas and any other businesses not specifically cally listed at which residency is transient in nature and hence should be classified as Commercial Premises. In the event a question ever arises as to whether a specific Premises meets the definition of Residential Premises, the City Manager shall determine whether that definition will apply, which determination shall be final and binding on the Parties. 1.59 Roll-off Box "Roll-off Box" means Solid Waste and Recyclable Materials Collection Containers of 10- yards or larger. 1.60 Scout Vehicle(s) "Scout Vehicle(s)" are defined in Section 4.2.8. 1.61 Seniors "Seniors" is defined in Section 5.1.4.1. 1.62 Service Area 1 "Service Area 1" means that area of the City identified in Exhibit 6a of this Agreement. November 24, 2009 -13- City of Rancho Pa/os Verdes-EDCO 1.63 Single Family Dwelling "Single Family Dwelling" means a dwelling unit in a building containing two or fewer Residential dwelling units. Single Family Dwelling units generally receive individual Cart Refuse Collection service. 1.64 Solid Waste "Solid Waste" means all discarded putrescible and non-putrescible solid, semisolid, and liquid wastes,including Refuse, Construction and Demolition Debris, and Bulky Items, or any combination thereof which are permitted to be disposed of in a Class III landfill, and which are included in the definition of"Non-hazardous Solid Waste" set forth in the California Code of Regulations. Solid Waste includes Recyclable Materials and Green Waste when those items are not Source Separated. 1.65 Solid Waste and Recyclable Materials Handling Services "Solid Waste and Recyclable Materials Handling Services" means the Collection, transfer, transport, Recycling, processing, and Disposal of Solid Waste and the Collection, transfer, transport, and processing of Recyclable Materials. 1.66 Solid Waste Services and Performance Review Meeting "Solid Waste Services and Performance Review Meeting" is defined in Section 7.1. 1.67 Source Separated "Source Separated" means the segregation by the Waste Generator of Recyclable Materials or Green Waste,which otherwise would become Solid Waste. 1.68 State "State" means the State of California. 1.69 Term "Term" means the Initial Term (as defined in Section 2.4), together with any extension of the Initial Term. November 24, 2009 -14- City of Rancho Pa/os Verdes-EDCO 1.70 Transformation "Transformation" means incineration, pyrolysis, distillation, gasification, or biomass conversion other than composting. 1.71 Transfer Station "Transfer Station" means a Facility that received Solid Waste from collection vehicles and transfers the material to larger vehicles for transport to landfills and other destinations. Transfer Stations may or may not also include MRFs, transferring residual Refuse (Refuse left after the sorting of Recyclable Materials) to landfills and Recyclable Materials, including Green Waste and/or Construction and Demolition debris, to processors, brokers or end-users. 1.72 Waste Generator "Waste Generator" means any Person whose act or process produced Solid Waste or Recyclable Materials, or whose act first causes Solid Waste or Recyclable Materials to become subject to regulation. 1.73 Working Day "Working Day" means any day of the week except Saturday and Sunday and the following holidays: New Year's Day, Memorial Day, Fourth of July, Labor Day, Thanksgiving Day, or December twenty-fifth. November 24, 2009 -15- City of Rancho Pa/os Verdes-EDCO ARTICLE 2 GRANT AND ACCEPTANCE OF RIGHTS 2.1 Grant and Acceptance of Rights, Indemnity of Award Subject to the terms and conditions of this Agreement(including but not limited to the exclusions set forth in Section 2.9 hereof) and Applicable Laws, and to the rights of State, county and school district facilities, and other entities that are permitted pursuant to state law, to use a Solid Waste enterprise other than Contractor, City hereby grants to Contractor and Contractor hereby accepts from City, for the Term hereof, the exclusive right and privilege to provide Solid Waste and Recyclable Materials Handling Services at Residential Premises within Service Area 1. City may grant collection agreements or permits or otherwise allow others to provide Solid Waste and Recyclable Materials Handling Services to Residential Premises or provide services exempt from this Agreement per Section 2.9. If there is a dispute as to whether the provision of a particular service to a particular customer is included under this Agreement, the City Manager will make the final determination,which determination shall be final and binding on the Parties. Contractor agrees to and shall timely take all actions that are reasonably necessary to defend the validity and enforceability of this Agreement and shall pay all costs related to such defense. Contractor shall defend, indemnify, protect and hold harmless, the Indemnitees from any and all claims, actions or proceedings to attack, set aside,void, annul or seek monetary damages resulting from an approval by the City of this Agreement; provided, however, Contractor shall not be responsible for indemnifying the City for any monetary damages which are awarded unless directly resulting from Contractor's misconduct. The City shall promptly notify Contractor of any such claim, action, or proceeding. The City and Contractor shall meet in good faith in an effort to come to a mutual agreement for a joint defense; provided that the City shall be entitled to select legal counsel of its choice to conduct the defense if an agreement cannot be reached. Contractor's obligations to pay all costs, defend, indemnify, protect and hold harmless under this section shall not be altered in the event City retains separate counsel. November 24, 2009 -16- City of Rancho Palos Verdes-EDCO 2.2 Enforcement of Exclusivity City shall have the right to enforce the exclusivity provisions hereof if,in its absolute and sole discretion, it chooses to do so, but shall have no obligation to do so for the benefit of Contractor or otherwise. City additionally shall have the right,but not the obligation, to request that Contractor enforce the exclusivity provisions hereof. Contractor shall have an affirmative obligation to enforce such exclusivity provisions when requested to do so by City. If Contractor requests that City take administrative, law enforcement, or other legal action to protect Contractor's exclusive rights, or otherwise enforce the exclusivity of this Agreement(including the adoption of any resolution or ordinance intended to facilitate the enforcement of the exclusive rights granted herein), Contractor shall reimburse City for its all administrative, law enforcement, or other legal costs and fees related to any such action. 2.3 Effective Date; Commencement of Services This Agreement shall become effective on the Effective Date. The exclusive rights granted Contractor hereunder, and the provision of Solid Waste and Recyclable Materials Handling Services by Contractor, shall commence on July 1, 2010. Contractor understands and agrees that the time between the Effective Date and July 1, 2010, is intended to provide Contractor with ample and sufficient time to, among other things, order equipment, prepare necessary routing schedules and route maps, obtain any permits and licenses, establish/build facilities, obtain required service agreements, and begin the public awareness campaign as part of Contractor's transition program as specified in this Agreement. 2.4 Term of Agreement The initial term of this Agreement shall be seven (7)years, commencing on July 1, 2010, and expiring June 30, 2017 (the"Initial Term"), subject to extension or earlier termination as provided herein. 2.5 City's Option to Extend Term City shall have the sole option to extend the Term upon expiration of the Initial Term for a period of up to thirty-six (36) months. The City may, upon ninety-day (90-day) advance written notice to the Contractor prior to the expiration of the Initial Term, exercise this extension option. If City provides this extension notice, this Agreement November 24, 2009 -17- City of Rancho Pa/os Verdes-EDCO will automatically renew monthly,up to a maximum of thirty-six (36) months. Such automatic renewals shall cease, and this Agreement shall terminate, upon the earlier of: (i) the expiration of the above mentioned thirty-six (36) months, or (ii) ninety (90) days following the date upon which City gives Contractor written notice of termination. 2.6 Representations and Warranties of Contractor Contractor hereby covenants, represents, and warrants the following to City for the purpose of inducing City to enter into this Agreement and to consummate the transaction contemplated hereby,all of which shall be true as of the Effective Date of this Agreement: a) Contractor is duly organized and validly existing as a corporation under the laws of the State of California. b) Contractor is duly organized,validly existing and in good standing under Applicable Laws. It is qualified to transact business in the State of California and has the power to own its properties and to carry on its business as now owned and operated and as required by this Agreement. c) Contractor has the authority to enter into and perform its obligations under this Agreement. The Board of Directors or partners of Contractor (or the shareholders, if necessary) have taken all actions required by law, its articles of incorporation, its bylaws or otherwise to authorize the execution of this Agreement. The Persons signing this Agreement on behalf of Contractor have authority to do so. d) Neither the execution of this Agreement nor the delivery by Contractor of services nor the performance by Contractor of its obligations hereunder: (1) conflicts with, violates or results in a breach of any Applicable Law; (2) conflicts with,violates or results in a breach of any term or condition of any judgment, decree, agreement (including,without limitation, the certificate of incorporation of Contractor) or instrument to which Contractor is a party or by which Contractor or any of its properties or assets are bound, or constitutes a default under any such judgment, decree, agreement or instrument; or (3)will result in the creation or imposition of any encumbrance of any nature whatsoever upon any of the properties or assets of Contractor. November24, 2009 -18- City of Rancho Pa/os Verdes-EDCO e) There is no action, suit or other proceeding as of the date of this Agreement, at law or in equity, or to the best of Contractor's knowledge, any investigation,before or by any court or governmental authority,pending or threatened against Contractor which is likely to result in an unfavorable decision, ruling or finding which would materially and adversely affect the validity or enforceability of this Agreement or any such agreement or instrument entered into by Contractor in connection with the transactions contemplated hereby,or which could materially and adversely affect the ability of Contractor to perform its obligations hereunder or which would have a material adverse effect on the financial condition of Contractor. [This provision may be waived by the City.) f) Contractor has no knowledge of any Applicable Law in effect as of the date of this Agreement that would prohibit the performance by Contractor of this Agreement and the transactions contemplated hereby. g) Contractor has made an independent investigation, satisfactory to it, of the conditions and circumstances surrounding this Agreement and the work to be performed by it,and is satisfied that those conditions and circumstances will not impair its ability to perform the work and provide the Collection services required by this Agreement. h) The information supplied by Contractor in all submittals made in connection with negotiation and execution of this Agreement,including but not limited to all information in Contractor's Proposal and all materials in Exhibits to this Agreement, and all representations and warranties made by Contractor throughout this Agreement are true, accurate,correct and complete in all material respects on and as of the Effective Date of this Agreement. i) Contractor's Contract Liaison, designated in Section 2.8.2, shall have authority in all daily operational matters related to this Agreement. City may rely upon action taken by such designated representative as action of Contractor unless the actions taken are not within the scope of this Agreement. j) The landfills proposed by Contractor are properly permitted by the Regional Water Quality Control Board and the California Integrated Waste Management Board (CIWMB)/Local Enforcement Agency, are classified as Class 3 landfills(permitted to receive municipal Solid Waste), comply with all Applicable Laws, are not on or November24, 2009 -19- City of Rancho Pa/os Verdes-EDCO being considered for inclusion on a state or federal Superfund list, or CIWMB list of Solid Waste facilities failing to meet State minimum standards, and that they will in fact accept all Solid Waste Collected from within Service Area 1 during the Term. k) The Designated Recycling Facility is properly permitted and in compliance with all Applicable Laws. 1) The Designated Green Waste Processing Facility is properly permitted and is in compliance with all Applicable Law. n) No elected official, officer, agent or employee of the City has a financial interest, directly or indirectly, in this Agreement, the compensation to be paid under it and, further, no City employee who acts in the City as a "purchasing agent" as defined in the appropriate Section of California Statutes,nor any elected or appointed officer of the City, nor any spouse or child of such purchasing agent, employee or elected or appointed officer, is a partner, officer, director or proprietor of the Contractor and, further, that no such City employee, purchasing agent, City elected or appointed officer, or the spouse or child of any of them,alone or in combination,has a material interest in the Contractor. Material interest means direct or indirect ownership of more than five percent(5%) of the total assets or capital stock of the Contractor. o) Contractor is familiar with City's prohibition against acceptance of any gift by a City officer or designated employee. Contractor shall not offer any City officer or designated employee any gifts prohibited by the City. 2.7 Conditions to Effectiveness of Agreement The satisfaction of each and all of the conditions set out below, each of which may be waived in whole or in part by City in writing,is a condition precedent to the effectiveness of this Agreement, and a condition of Contractor's continued right to the benefits conveyed herein: a) Accuracy of Representations. All representations and warranties made by Contractor and set forth in this Agreement shall be accurate, true and correct on and as of the Effective Date, and shall remain so during the Term hereof. November 24, 2009 -20- City of Rancho Pa/os Verdes-EDCO b) Absence of Litigation. There shall be no litigation pending in any court challenging the award of this Franchise to Contractor or the execution of this Agreement or seeking to restrain or enjoin its performance. c) Furnishing of Insurance, Bond, and Letter of Credit. Contractor shall have furnished evidence of the insurance,bonds and letter of credit required by Article 9, and shall comply with all ongoing requirements relating thereto. d) Effectiveness of City Council Action. City Council's approval of this Agreement shall have become effective pursuant to California law on or prior to the Effective Date. e) Contractor shall have paid the contracting fee to City, as provided in Section 3.1. 2.8 Delegation of Authority 2.8.1 City Representatives References in this Agreement to the"City" shall mean the City Council and all actions to be taken by City shall be taken by the City Council except where this Agreement expressly delegates the authority to the City Manager, in which case the action shall be taken by the City Manager, or his or her designee. The City Council may also delegate, in writing, additional authority to the City Manager, and/or to other City employees and may permit such employees,in turn, to delegate in writing some or all of such authority to subordinate employees. Contractor may rely upon actions taken by such delegates if they are within the scope of the authority so delegated to them. 2.8.2. Contractor Representative Contractor shall, by the Effective Date, authorize and designate in writing a responsible officer who shall serve as the representative of Contractor in all matters related to this Agreement and who shall be responsible for working with City and/or City's designated representative(s) to resolve Agreement-related issues ("Contract Liaison"). Contractor shall include in the written designation any limitations upon the Contract Liaison's authority to bind Contractor. City shall have the right to approve the Contractor's choice for Contract Liaison. City shall be notified in advance of any change in Contract Liaison. Contractor acknowledges and agrees that City may rely upon action taken by the Contract Liaison as actions of Contractor taken on behalf of November24, 2009 -21- City of Rancho Pa/os Verdes-EDCO and with the full approval of the Contractor unless the action is outside the scope of the authority delegated to him/her by Contractor as communicated in writing to City. 2.9 Limitations to Scope Notwithstanding any provision to the contrary contained herein, the exclusive franchise, right and privilege to provide Solid Waste and Recyclable Materials Handling Services at Residential Premises within Service Area 1 granted to Contractor by this Agreement specifically excludes the following services, which services may be provided by Persons other than Contractor and which may be the subject of other permits, licenses, franchises or agreements issued or entered by City: a) The sale or donation of Source Separated Recyclable Material by the Waste Generator to any Person or entity other than Contractor; provided,however, to the extent permitted by law, if the Generator is required to pay monetary or non- monetary consideration for the Collection, transportation, transfer, or processing of Recyclable Material, the fact that the Generator receives a reduction or discount in price (or in other terms of the consideration the Generator is required to pay) shall not be considered a sale or donation; b) Solid Waste, including Green Waste and Bulky Items, and Recyclable Materials which are removed from any Premises by the Waste Generator, and which is transported personally by such Generator (or by his or her full-time employees) to a processing or Disposal Facility in a manner consistent with all Applicable Laws and regulations; c) Green Waste removed from a Premises by a gardening, landscaping, or tree trimming contractor, utilizing its own equipment, as an incidental part of a total service offered by that contractor rather than as a hauling service; d) The collection, transfer, transport, Recycling,processing, and disposal of animal waste and remains from slaughterhouse or butcher shops for use as tallow; e) The collection, transfer, transport, Recycling,processing, and disposal of by- products of sewage treatment, including sludge, sludge ash, grit and screenings; November 24, 2009 -22- City of Rancho Palos Verdes-EDCO f) The collection, transfer, transport, Recycling,processing, and disposal of Hazardous Substances, Hazardous Waste, Household Hazardous Waste and radioactive waste regardless of its source; g) Construction and Demolition Debris which is removed by a duly-licensed construction or demolition company or as part of a total service offered by that licensed company or by the City, where the licensed company utilizes its own equipment; h) Solid Waste generated on a Commercial Premises; i) Solid Waste generated on or Collected from a Premises outside of Service Area 1 as identified in Exhibit 6; j) Temporary Bin and Roll-Off Box service (for material generated from temporary clean-up or Construction and Demolition projects, not generated on an on-going basis by Residents); k) The Collection, transfer, transport, Recycling,processing, and Disposal of Solid Waste and Recyclable Materials generated at City Facilities and City beaches or from public works projects, or Collected from the public right's-of-way by City through City officers or employees in the normal course of their City employment; 1) Solid Waste and Recyclable Materials Handling Services for governmental agencies other than City,which may have facilities in Service Area 1,but over which City has no jurisdiction in connection with the regulation of Solid Waste; and, m) Containers delivered for Recycling under the California Beverage Container Recycling Litter Reduction Act,Section 14500,et. seq.,California Public Resources Code. While the grant contained herein shall not be exclusive with respect to the above noted matters, Contractor shall still be obligated to provide those services which may be included in the above (including but not limited to Collection of Bulky Items, Collection of Green Waste, Collection of Recyclables, Collection of Solid Waste, and November 24, 2009 -23- City of Rancho Palos Verdes-EDCO Collection at City Facilities and other services pursuant to Section 4.5) pursuant to the rates, and other terms, as set forth in this Agreement. The exclusive franchise, right and privilege to provide Solid Waste and Recyclable Materials Handling Services within Service Area 1 granted to Contractor by this Agreement shall be interpreted to be consistent with all Applicable Laws, and the scope of this Agreement shall be limited by all Applicable Laws. In the event that future interpretations of current law, future enactments or developing legal trends limit the ability of City to lawfully grant Contractor the scope of services as specifically set forth herein,Contractor agrees that the scope of this Agreement will be limited to those services and materials which may be lawfully provided, and that City shall not be responsible for any lost profits claimed by Contractor as a result thereof. 2.10 City's Right to Direct Changes 2.10.1 General City may direct Contractor to perform additional Solid Waste and Recyclable Materials Handling Services (including new Diversion programs, etc.) or modify the manner in which it performs existing services or Bills for services. Pilot programs and innovative services which may entail new Collection methods, and different kinds of services and/or new requirements for Waste Generators are included among the kinds of changes which City may direct. Contractor acknowledges that State or City law may increase the Diversion requirement during the term of this agreement and Contractor agrees to propose services to meet such Diversion requirements. Contractor shall be entitled to an adjustment in its Contractor Compensation for providing such additional or modified services,including a profit factor equal to ten percent(10%) of the incremental cost of such additional or modified services. City may utilize cost components included in the Contractor's Proposal in calculating equitable rate adjustments. If the City Manager and Contractor cannot agree on compensation for new or additional services, then City may contract with other parties for such services, which shall be considered exempt from the exclusivity provisions of Section 2.1. 2.10.2 New Diversion Programs Contractor shall present,within thirty (30) days of a request to do so by City, a proposal to provide additional or expanded Diversion services. The proposal shall contain a complete description of the following: November 24, 2009 -24- City of Rancho Palos Verdes-EDCO • Collection methodology to be employed (equipment, manpower, etc.). • Equipment to be utilized (vehicle number, types, capacity, age, etc.). • Labor requirements (number of employees by class' 'cation). • Type(s) of Containers to be utilized. • Type(s) of material to be Collected. • Provision for program publicity/education/marketing. • Three-year projection of the financial results of the program's operations in an operating statement format including documentation of the key assumptions underlying the projections and the support for those assumptions. • The added cost for providing such additional or expanded Diversion services. • The projected increase in Service Area l's Diversion rate. 2.11 Ownership of Solid Waste City and Contractor understand and agree that it is Contractor, and not City, who will arrange to Collect Solid Waste and Recyclable Materials, that City has not, and, by this Agreement does not, instruct Contractor on its Collection methods, nor supervise the Collection process; nor do the Parties intend to place title to Solid Waste and Recyclable Materials Collected by Contractor in City. Rather, the Parties intend that whatever, if any, title in and to the Solid Waste and Recyclable Materials that is Collected by Contractor which otherwise might exist in or with City in the absence of this Agreement is hereby transferred to Contractor; and further that if Contractor gains title to such Solid Waste and Recyclable Materials it is by operation of law and agreement with its Customers and is not the result of this Agreement. At no time does City obtain any right of ownership or possession of Solid Waste or Recyclable Materials placed for Collection, and nothing in this Agreement shall be construed as giving rise to any inference that City has any such rights. City and Contractor agree that, for the purposes of the Uniform Commercial Code and all other laws imposing liability for defective products, it is Contractor, and not City which is to be considered the merchant of goods recycled pursuant to this Agreement. Subject to the provisions of this Agreement, and unless City exercises its rights to direct the location for Disposal and processing of Solid Waste and Recyclable Materials, Contractor shall have the right to retain, Recycle, November 24, 2009 -25- City of Rancho Pa/os Verdes-EDCO process, dispose of, and otherwise use Solid Waste and Recyclable Materials Collected pursuant to the terms hereof in any lawful fashion or for any lawful purpose; and, further, shall have the right to retain any benefit resulting from its right to retain, Recycle, process, dispose of, or reuse the Solid Waste and Recyclable Materials which it Collects. Ownership of Solid Waste shall transfer to Contractor when Customer places it at point of Collection. 2.12 Permits and Licenses Contractor shall acquire and maintain, at its own expense, all permits and licenses required by Applicable Law for the Collecting, transporting, processing, and storing of Solid Waste and Recyclable Materials, disposing of Solid Waste, and the Recycling of Recyclable Materials, and maintain same in full force and effect throughout the Term. Contractor shall provide proof of such permits, licenses or approvals and shall demonstrate compliance with the terms and conditions of such permits,licenses and approvals upon the request of the City Manager, or his or her designee. Failure to maintain all required permits shall be deemed a material breach of contract for which City may terminate this Agreement as provided in Section 11.2. Contractor must follow requirements of the Rancho Palos Verdes Municipal Code. 2.13 Contractor Name Contractor name may not include "Rancho Palos Verdes" or any other language indicating that the Contractor is a division of,or otherwise connected to,City. 2.14 Service Area 2 Automated Curbside Cart Customer Services City may require Contractor to provide Collection services to City residents who receive automated Cart Collection in Service Area 2. These residents are currently serviced under a separate Collection agreement. Prior to imposing this requirement, City will provide at least 180 days written notice to Contractor. If City imposes this requirement, Contractor shall provide these residents with the same services and at the same rates as automated Cart Customers in Service Area 1, they will become Customers under this Agreement, and the definition of Service Area 1 shall be automatically amended as follows: "'Service Area 1' means that area of the City identified in Exhibit 6b of this Agreement." There are approximately 200 residents in Service Area 2 that could require service under this section. Manually serviced backyard customers in Service Area 2 would not be transferred for servicing by Service Area 1 Contractor. November 24, 2009 -26- City of Rancho Pa/os Verdes-EDCO ARTICLE 3 FEES PAID TO THE CITY In addition to any other consideration set forth herein, as part of its consideration for entering into this Agreement, and for the exclusive franchise,right and privilege to provide Solid Waste and Recyclable Materials Handling Services as specified herein, Contractor shall pay the fees specified in this Article 3. 3.1 Contracting Fee Contractor shall pay to City a Contracting Fee in a one-time lump sum payment of one hundred fifty-two thousand,five hundred dollars ($152,500)within seven days of execution of this Agreement to reimburse the City for costs it incurred in connection with the procurement process that resulted in this Agreement. 3.2 Other City Fees 3.2.1 Collector Fee In consideration of the exclusive right to Collect provided in Section 2.1 of this Agreement, throughout the Term Contractor shall pay to City a fee in an amount of $113,750 per quarter("Collector Fee"). This fee shall adjust at the same rate that the Customer rates are adjusted per Article 6 of this Agreement. Rate adjustments effective each July 1 will apply as of the following September 30 quarterly payment. The quarterly Collector Fee payment to the City is due on September 30, December 30, March 30 and June 30 of each fiscal year. If payment is not received by the City by the due date, Contractor shall pay to City a penalty in an amount equal to ten percent(10%) of the amount owing for that quarter, plus interest at a rate of one and one-half(1.5%) per month. 3.2.2 Environmental Programs Fee In order to support City's environmental efforts, Contractor shall pay to City an environmental programs fee in an amount of$28,750 per quarter ("Environmental Programs Fee"). This fee shall adjust at the same rate that the Customer rates are November 24, 2009 -27- City of Rancho Pa/os Verdes-EDCO adjusted per Article 6 of this Agreement. Rate adjustments effective each July 1 will apply as of the following September 30 quarterly payment. The quarterly Environmental Programs Fee payment to City is due on September 30, December 30, March 30 and June 30 of each fiscal. If payment is not received by the City by the due date, Contractor shall pay to City a penalty in an amount equal to ten percent(10%) of the amount owing for that quarter, plus interest at a rate of one and one-half(1.5%) per month. 3.2.3 Recycling Rebate Contractor shall pay to the City a fee in the amount of$70,000 per quarter in recognition of revenue Contractor receives in California Refund Value(CRV)funds ("Recycling Rebate"). Actual CRV funds received by Contractor may be higher or lower; adjustments to this Recycling Rebate will not be made based upon actual CRV value received by Contractor. This Recycling Rebate will be fixed, unless and until the CRV rate for all beverages under 24 oz. is adjusted. The$70,000 per quarter amount will adjust by the same percentage change as the rate for the all beverages under 24 oz., which is$0.05 per container as of the execution of this Agreement. Adjustments will be prorated for any period between the date the new CRV rate becomes effective and the next scheduled payment date. An increase in this Recycling Rebate does not result in an increase in Customer rates. The quarterly Recycling Rebate payment to City is due on September 30, December 30, March 30 and June 30 of each fiscal year. If payment is not received by the City by the due date, Contractor shall pay to City a penalty in an amount equal to ten percent(10%) of the amount owing for that quarter, plus interest at a rate of one and one-half(1.5%) per month. 3.3 Future Fees In the event that City implements a new fee to be paid by the Contractor, Contractor shall be entitled to a rate adjustment in an amount sufficient to recover the fee from Customers. City may elect to have Contractor pay in accordance with terms under Section 3.2, or on another schedule as City identifies. City may set deadlines and late fees, and additional fees would be subject to audit. November 24, 2009 -28- City of Rancho Pa/os Verdes-EDCO ARTICLE 4 DIRECT SERVICES 4.1 General The work to be done by Contractor pursuant to this Agreement shall include, but not be limited to, the furnishing of all labor, supervision, equipment, materials, supplies, and all other items necessary to perform the services required. The enumeration of, and specification of requirements for, particular items of labor or equipment shall not relieve Contractor of the duty to furnish all other items, as may be required,whether enumerated elsewhere in this Agreement or not. The work to be done by Contractor pursuant to this Agreement shall be accomplished in a thorough and professional manner so that all Customers are provided reliable, courteous and high-quality Solid Waste and Recycling Materials Handling Services at all times. The enumeration of, and specification of requirements for,particular aspects of service quality shall not relieve Contractor of the duty of accomplishing all other aspects in the manner provided in this section, whether such other aspects are enumerated elsewhere in this Agreement or not. 4.2 Refuse 4.2.1 Cart Refuse Collection Contractor shall provide all Customers at Single Family Dwellings and Multi-Family Dwellings without Bin Service, with one Cart("Refuse Cart(s)"), and shall Collect all Refuse placed therein for Collection not less than once per week. If there is a dispute between a Customer and Contractor as to whether Cart or Bin service shall be provided, the City Manager will make the final determination, which determination shall be final and binding on the Parties. Cart Customers shall be instructed to place the Cart(s)in the street gutter for Collection, unless the Customer receives Backyard Service or flag lot service. However, Contractor shall relocate Carts for Collection when necessary, and return them to their original position. Cart Customers that regularly require more than one Refuse Cart may request additional Carts for an additional charge per Cart per month in accordance with the Rate Schedule. November 24, 2009 -29- City of Rancho Palos Verdes-EDCO Customers may select a 35, 64 or 96-gallon cart. The 64-gallon cart shall be the default in the event that a size is not selected. See Section 4.6.4.1 for Cart selection procedures. Multi-Family Customers receiving Refuse Cart services are entitled to the same services as Single Family Cart Customers and will pay the same rates. 4.2.2 Refuse Cart Overage Cart Customers may periodically generate more Refuse than will fit in the Refuse Cart(s). Cart Customers are therefore entitled to two annual pickups per calendar year of material that does not fit in the Refuse Cart(s) at no additional cost, so long as such material is placed beside Customer's Refuse Cart. One pickup shall consist of up to the equivalent of three (3) large bags,boxes or barrels of Refuse. Contractor shall Collect all Refuse put out for Collection, in addition to the foregoing two (2) pickups to be provided at no charge. Cart Customers may be charged per pickup in accordance with the approved Rate Schedule for overage pickups above two (2) per year. In addition to the two (2) free pickups,Contractor shall Collect all additional Refuse placed out for Collection in the Cart Customer's own Containers (bags,barrels, etc.) at no additional charge during the period beginning December 26 through the end of the holiday tree Collection period (see Section 4.4.2). This service is limited to Refuse that could otherwise be placed in the Refuse Cart, and not Bulky Items, which are Collected in accordance with Section 4.2.13. To help facilitate Contractor record keeping, Contractor may request in public education materials that Customer call in Cart overages,but will Collect an overage whether or not it was called in. Customers shall not be expected to call in from December 26 through January 22, the holiday tree Collection period. 4.2.3 Backyard Service "Backyard Service" means the Contractor removes all Collection Carts, Green Waste bundles and Refuse Cart Overages per Section 4.2.2 from a Cart Customer's designated Collection location other than curbside, such as backyard, side yard, or driveway,for Collection, and returns Carts and other containers when Collection is complete. Customer may request backyard service and Contractor may charge customers requesting Backyard Service in accordance with the Rate Schedule, unless the Customer falls under the exception for disabled customers described in Section 4.2.4 below. November 24, 2009 -30- City of Rancho Pa/os Verdes-EDCO 4.2.4 Backyard Service for the Disabled Contractor shall provide disabled Cart Customers with Backyard Service at no additional charge. Contractor will remove Refuse, Recyclable Materials and Green Waste Containers and Green Waste bundles from Customer's outdoor storage area, place them out for Collection, and return Containers to Customer's outdoor storage area after Collection,ensuring that all doors or gates are closed securely. Contractor shall not enter garages. In order to qualify as disabled,versus able-bodied, under this section, Customers must demonstrate to Contractor that they have been issued a handicap placard from the Department of Motor Vehicles, and received written confirmation from a medical doctor that the Customer is physically unable to reasonably wheel Carts to and from the curb. Doctor's letter should include the duration of this disability and Contractor may limit free Backyard Service to this time period. Walk-out service need not be provided if an able-bodied adult resides with the disabled Customer. Contractor may require annual confirmation that the disability continues and that no able-bodied adult resides at the premises. 4.2.5 Flag Lot Service The City includes Residential Premises located somewhat behind other Residential Premises (typically at cul-de-sacs), resulting in multiple driveways and limited curb space at the street where Carts would typically be placed for Collection. Such lot placements are referred to as "flag lots." Where such limited curb space makes curbside placement of all Carts impractical, Residents shall be permitted to line Carts up perpendicularly alongside their driveways, as close to the curb as reasonable for Collection. This arrangement will usually require Collection Vehicle drivers to leave their vehicles to position Carts for Collection and return them to alongside the driveway. Contractor will not be permitted to charge an additional fee for this additional effort. 4.2.6 Bin Refuse Collection Contractor shall provide Bin Refuse Service to Residential Customers that do not receive Cart Refuse service. Contractor shall Collect and remove all Refuse that is placed in Bins from the property of Customers receiving Bin Service, at least as frequently as required per the Rancho Palos Verdes Municipal Code and more November 24, 2009 -31- City of Rancho Pa/os Verdes-EDCO frequently if required to handle the waste generated at the Premises where the Bins are located. The size of Contractor-provided Bins may be determined by mutual agreement of Customer and Contractor; provided, however, the City Manager shall make the final determination as to the number and size of Containers, and frequency of Collection to be provided to Bin Customers. Special consideration shall be given when determining the pickup areas to ensure that the flow of traffic is not impeded. Contractor shall provide two, three, four and six cubic yard Bins upon request. Contractor will service Bins equipped with compaction devices or "compactors" that attach to the Bins. The sale,lease or provision of the compaction device itself is outside this Agreement. 4.2.7 Overflowing Containers Customers that regularly produce more Refuse than their current level of service can accommodate, may have their service level increased in accordance with the following procedure: First Incident in Three Month Period- If more material is placed for Collection than fits in a Bin or Cart(unless Collection of the overage has been properly arranged under Section 4.2.1), Contractor shall photograph the overflowing Container,Collect the Solid Waste, and send to the Customer (at both the service and Billing addresses,if different) the picture and a letter instructing that subsequent instances of overflowing Container may result in a charge, and possibly in an increase in the level of service. Second Incident in Three Month Period- Upon the second event of an overfilled Bin or Cart(unless Collection of the overage has been properly arranged under Section 4.2.2) in a three-month period, Contractor shall photograph the overflowing Container, Collect the Solid Waste, and send to the Customer (at both the service and Billing addresses, if different) the picture and a letter instructing that a third incident in that same three month period may result in an increase in the level of service. For Bin Customers, if the Bin overflowed sufficiently to require the driver to leave the Collection Vehicle to clean around the Bin,Contractor may charge the Bin Overage Clean-up Fee in the Rate Schedule. For Cart Customers, if Refuse was left beside the Cart for Collection other than as permitted under Section 4.2.2, Contractor may charge the Cart Overage Clean-up Fee in the Rate Schedule. November 24, 2009 -32- City of Rancho Palos Verdes-EDCO Third Incident in Three Month Period- Upon the third event of an overfilled Bin or Cart(unless Collection of the overage has been properly arranged under Section 4.2.2) in a three-month period, Contractor shall photograph the overflowing Container, Collect the Solid Waste, and send to the Customer (at both the service and Billing addresses, if different) the picture and a letter requesting that Customer increase its service level. If the Customer declines,Contractor may petition City to permit Contractor to increase the service level to accommodate the higher demand for service; the City Manager shall make the final determination of whether to implement such an increase,which determination shall be final and binding. If the Bin overflowed sufficiently to require the driver to leave the Collection Vehicle to clean around the Bin, Contractor may charge the Bin Overage Clean-up Fee in the Rate Schedule. If Refuse was left beside the Cart for Collection other than as permitted under Section 4.2.2, Contractor may charge the Cart Overage Clean-up Fee in the Rate Schedule. 4.2.8 Scout Vehicles Scout Vehicles are defined as vehicles that transport a Solid Waste Bin to and from the point of Collection to provide access by a Collection Vehicle. Scout Vehicle service may be charged for in accordance with the Rate Schedule. Any change from the service arrangements in place immediately prior to the start of this Agreement as to which Customers do and do not receive Scout Vehicle service must be approved in writing by the City Manager prior to changing service. New Customers for which Contractor requests to provide Scout Vehicle service, or for which the Customer requests such service, will be reviewed by the City Manager. The City Manager will determine whether to grant a request for Scout Vehicle service,which determination shall be final and binding. Disputes between the Contractor and the Customer as to whether Scout Vehicle service will be used will be determined by the City Manager,which determination shall be final and binding. Contractor shall make best efforts to minimize the amount of time Bins are staged on the street for Collection before being returned to their storage locations. 4.2.9 Bin Push-out Service Contractor may charge a fee for push-out service in accordance with the Rate Schedule if the driver must move a Bin a minimum of 35 feet from Customer's storage location to where the Bin must be positioned for Collection (without the use of Scout Vehicles). November 24, 2009 -33- City of Rancho Pa/os Verdes-EDCO Any change from the current service arrangements as to which Customers do and do not pay for push-out service must be approved in writing by the City prior to adding or removing fee to/from Billing. New Customers for which Contractor requests to charge push-out service will be reviewed by City Manager. The City Manager will determine whether to grant a request for push-out service, which determination shall be final and binding. Disputes between the Contractor and the Customer as to whether the Bin push-out service fee applies will be determined by the City Manager,which determination shall be final and binding. 4.2.10 Pup Route Service Cart Customers with difficult to access Collection locations shall receive service using small Collection Vehicles, or pup trucks. These small vehicles will be used for curbside and back yard services for Refuse, Recyclable Materials and Green Waste Collection. Contractor may charge pup truck customers in accordance with pup truck rates in the Rate Schedule. Customers receiving pup truck service immediately prior to the start of service under this Agreement will continue to receive this service. Customers may request pup route service and Contractor must receive written approval from the City Manager prior to adding any Customer to, or removing any Customer from, the pup route. The City Manager's decision shall be final and binding as to which Customers will or will not receive this service. Customers receiving pup truck service and backyard service shall be charged the approved fees for each of these services. 4.2.11 Locking Bins Contractor shall provide locking Bin Service (providing the hasp and lock and servicing the lock) to Customers that request such service in accordance with the Rate Schedule. The approved fee may be charged for each locked Bin, based upon the number of scheduled pickups per week. 4.2.12 Return Trip Fee Contractor may charge a fee, per the Rate Schedule, in the event that Contractor arrives on time for a scheduled Collection of Bins, is impeded from Collection due to Container being blocked or otherwise unable to be Collected due to factors within the Customer's control, and Contractor must return a second time for Collection. Charge may be assessed for the trip, not per Bin, in the event of a Customer with multiple Bins. November 24, 2009 -34- City of Rancho Palos Verdes-EDCO 4.2.13 On-Call Bulky Item Pickup Contractor shall provide Bulky Item pickup service to all Single Family Dwelling and Multi-Family Dwelling Customers. Each Residential dwelling unit,including Bin and Cart Customer Dwelling Units, shall be entitled to three (3) Bulky Item pickups per calendar year at no additional charge. Customers may put out up to four (4) Bulky Items at each pickup. Pickup location will be curbside for both backyard and curbside Cart Collection Customers (no Bulky Item pickups from backyards), and by the Refuse Bin for Bin Customers. Multi-Family complexes may arrange with Contractor for a complex-wide Bulky Item pickup day. An item may be a piece of furniture, appliance, bag,box, or bed. Contractor may instruct Customers to provide Contractor with a minimum of two Working Days' notice for the items that shall be Collected on the Customer's regular Collection day. Contractor shall Collect all Bulky Items as defined in Section 1.11 including Electronic Waste. The following provisions shall apply to this program: • No single item that cannot be handled by two workers will be accepted. • The following items will not be picked up: Hazardous Substances, Hazardous Waste, including waste oil or anti-freeze. (For the purposes of this section,universal wastes such as fluorescent bulbs,household batteries, and Electronic Waste are not considered hazardous and will be Collected by and disposed of in accordance with this Section as well as Sections 4.2.14 and 4.2.17 by Contractor.) • Contractor shall record by class and weight(in tons) the Solid Waste Collected from Bulky Item pickups. Contractor shall record the kinds and weights (in tons) of Solid Waste diverted, if any, from the landfill through Recycling, reuse, Transformation or other means of Diversion. Customers that exceed the number of free pickups per dwelling unit may receive Bulky Item Collection under the same terms for a fee, in accordance with the Rate Schedule. 4.2.14 Bulky Item Diversion Bulky Items Collected by Contractor in accordance with Section 4.2.13, or otherwise Collected under this Agreement, may not be landfilled or disposed of until the following hierarchy of Diversion efforts has been followed by Contractor: November 24, 2009 -35- City of Rancho Pa/os Verdes-EDCO 1) Reuse as is 2) Disassemble for reuse or Recycling 3) Recycle 4) Disposal This hierarchy is intended to preclude the use of front or rear loading packer vehicles for Bulky Items unless either the compaction mechanism is not used to compact the Bulky Items, or unless they have been designated for Disposal. 4.2.15 Household Hazardous Waste Events Contractor shall educate Customers regarding local County Household Hazardous Waste Events. In the event the County ceases to hold these events at its current local location, Contractor shall work with City to identify an alternative site upon which HHW events may be held. The City may request that Contractor conduct an event no more than one time per calendar year for an additional cost. 4.2.16 Used Oil and Used Oil Filter Collection Contractor shall Collect and Recycle used oil and used oil filters left curbside by Refuse Carts on Collection day. Contractor may instruct Customers to call-in for this service at least 24-hours in advance, but Contractor shall Collect used oil and used oil filters left for Collection whether or not a call-in was placed. Contractor shall provide used oil Recycling containers to Customers that request them. Upon Collection of used oil, Contractor shall leave an empty Container. Contractor shall include in its public education materials the availability of this program and the free used oil Containers, and how to properly place the oil and filters for Collection. 4.2.17 Disposal of Electronic Waste and Other Special Wastes Contractor shall divert waste requiring special handling, such as Electronic Waste Collected in accordance with Sections 4.2.13, 4.2.15, 4.2.16, 4.5.2 or 4.5.6, or by other means under this Agreement, by taking these goods to a properly permitted Facility, and not by landfilling. Contractor may encourage Customers through public education materials to bring small items requiring special handling, such as fluorescent bulbs or batteries, to a local November 24, 2009 -36- City of Rancho Pa/os Verdes-EDCO HHW drop-off location, but will properly process such material received through the provision of services under this Agreement at no additional charge. 4.2.18 Collection of Containers Used Under Prior Contract Contractor shall Collect any Customer-provided Containers placed for Collection by Customers, and any prior contractor-provided Containers not retrieved by the prior contractor and placed for Collection by Customer. Contractor shall notify Customers of how to place their unwanted Containers for Collection and shall Collect such Containers over a two week period. 4.2.19 Household Battery and Florescent Light Bulb Drop-Off Contractor shall provide two Containers for household batteries and two Containers for florescent light bulbs at City facilities as public drop-off sites. Contractor shall be responsible for transporting full Containers to a properly permitted facility and replacing the Collection Containers. Contractor shall pay for proper processing and disposal. Contractor shall promote these sites in its newsletters, Billing inserts and on its website. Service under this section shall be provided by Contractor at no additional charge. 4.2.20 Optional Household Hazardous Waste Programs City may, but is not required to, implement any or all of the following options at any time during the Agreement Term. Availability of these options does not preclude the City from using alternative programs. 4.2.20.1 Optional Door-to-Door HHW Collection City has the option at any time under this Agreement to direct Contractor to initiate a door-to-door collection program for electronic waste, universal wastes, Sharps and other pharmaceuticals. Contractor would be compensated at the rate of$0.50 per month per Residential Customer for the first Rate Year. This rate shall increase at the same rate per year as the annual calculated collection rate increase determined by Section 6.4. Items to be Collected would include: • Florescent bulbs • Household batteries November 24, 2009 -37- City of Rancho Palos Verdes-EDCO • Household items containing mercury, such as thermometers and thermostats • Televisions, computer monitors, portable computers, • Small appliances, such as printers, scanners and other small desktop machines • Cell phones and other small electrical devices • Microwave ovens, hair dryers and other small kitchen and grooming appliances • Sharps and non-controlled pharmaceuticals This program, if implemented,will be in additional to, and not replace, other services under this Agreement, such as free bulky item collection of electronic and other wastes. 4.2.20.2 Optional Pharmaceutical Drop Box Collection City has the option at any time under this Agreement to direct Contractor to place a pharmaceutical collection drop box at a City facility for the collection of all non- controlled medicines, including liquids and bottles in original packing. Items would be accepted from City Residents, not items from medical professionals that obtained such items in the course of business. The cost for this service is $275.00 per month per 24- gallon Container per month. Additional medicines Collected above 24-gallons shall be charged at$4.50 per pound. Alternatively, the City may elect to pass this cost directly through Billings at$0.10 per home per month. These rates would be applicable during the first Rate Year, shall increase at the same rate per year as the annual calculated collection rate increase determined by Section 6.4. 4.2.20.3 Direct Mail Back Sharps Kits For Purchase City has the option to purchase, or to arrange for Residents to purchase, the following items from Contractor: 1. One gallon direct mail back sharps kits at$53.00 per kit(one kit minimum) 2. One quart direct mail back sharps kits at$24.00 per kit(12 kit minimum) Residents can call to order kits. Kit cost includes shipping costs, return postage, and incineration costs. These rates would be applicable during the first Rate Year, shall November 24, 2009 -38- City of Rancho Palos Verdes-EDCO increase at the same rate per year as the annual calculated collection rate increase determined by Section 6.4. 4.3 Recycling 4.3.1 Recyclable Materials Collection for Cart Refuse Customers Contractor shall provide all Customers receiving Cart Refuse Collection, and one-unit homes with Bin service,with a Cart for Collection of Recyclable Materials ("Recycling Cart(s)"), and shall Collect all Recyclable Materials placed therein for Collection not less than once per week. Contractor shall Collect Recyclable Material placed in Recycling Carts for Collection from each Customer on the same day as Customers' Refuse Cart is Collected. Recycling Cart Customers shall be instructed to place the Cart(s) in the street gutter for Collection, unless the Customer receives Backyard Service or flag lot service. However, Contractor shall relocate Carts for Collection when necessary, and return them to their original position. Contractor shall have a Recycling program whereby it, at a minimum, Collects newspaper, mixed paper (phone books, magazines, computer paper,junk mail, and paper bags), cardboard, glass bottles and jars, aluminum cans, plastic containers, tin/steel cans and any additional materials that can be recovered at the Designated Recycling Facility used by Contractor. Contractor will update public education materials accordingly as new items are added to those recovered by the Designated Recycling Facility. Customers that regularly require more than one Recycling Cart may request additional Carts for Recyclables Collection at no additional charge. Customers may select a 35, 64, or 96-gallon cart. The 96-gallon cart shall be the default in the event that a size is not selected. See Section 4.6.4.1 for Cart selection procedures. 4.3.2 Recyclable Materials Collection from Bin Refuse Customers Contractor agrees to provide, at no additional charge, unlimited Recyclable Materials Collection service to Bin Customers requesting it from the Contractor. Contractor may purchase Recyclable Materials from its Customers as well. The Contractor agrees to provide Recycling Bins and/or Carts to such Customers in sufficient quantities to meet the Recycling needs of each Customer. Recyclable Materials Collection programs shall November 24, 2009 -39- City of Rancho Pa/os Verdes-EDCO be made available at a minimum for the same materials as included above in Section 4.2.1. 4.3.3 Additional Recyclable Materials Programs In addition to the materials included above in Section 4.3.1, Contractor also agrees to make programs available for all other Recyclable Materials for which it has established markets. The Contractor shall notify all Customers of the availability of free Recyclable Materials Collection programs via a mailed notice once prior to the start of services under this Agreement and at least once per year for the remainder of the Agreement. 4.3.4 Warning Notice Contractor shall place a red tag or other warning notice approved by the City on all Residential Recyclable Material or Green Waste loads that are contaminated, indicating to the Customer why the load was not Collected and diverted, and providing Contractor's phone number. For Bin Customers, or Cart Customers with off-site management such as small apartment buildings, Contractor shall also mail a copy of the warning to the Customer's Billing address. The warning notice shall be affixed prominently onto the Container to ensure that it is not inadvertently removed due to weather conditions. The warning notice must be protected from rain, if precipitation is present or forecasted, by placing it in a clear plastic bag prior to affixing to Container. The warning notice shall be at least two inches by six inches (2" x 6") in size. The warning notice must identify the steps the Waste Generator must take to recommence Collection service. Contractor shall document warning notices, recording the date and time of issuance, address of service recipient, reason for issuance, name of employee who issued the notice, and truck and route numbers. Contractor shall notify City on a monthly basis of any warning notices issued pursuant to this section, and shall provide copies of such warnings to City upon request. With prior written City authorization, Contractor may remove Recycling and Green Waste Containers from habitual contaminators that have received a total of three warnings on either or both Containers in any six-month period. Recycling and Green Waste Containers for Cart Customers will be returned only after six months, or upon direction of the City, or if there is a change of occupancy. Recycling and Green Waste Containers for Bin Customers will be returned upon written direction of the City, or if there is a change of occupancy. November 24, 2009 -40- City of Rancho Pa/os Verdes-EDCO 4.3.5 Marketing and Sale of Recyclable Materials Contractor shall be responsible for marketing and sale of all Recyclable Materials Collected pursuant to this Agreement. Subject to the requirement in Section 3.2.2 to pay to City the Recycling Rebate, Contractor may retain revenue from the sale of Recyclable Materials, and shall report the amount of such revenues to City upon request,with actual CRV revenue separately reported to permit City to track Customer participation in Recycling programs. 4.3.6 Minimum Recycling Requirements Contractor shall divert from landfilling a minimum of 50% of all Solid Waste it Collects under this Agreement. Compliance will be measured, initially,for the first period from July 1, 2010 to December 31, 2010, and subsequently on a calendar year basis. Solid Waste Collected shall only be considered to have been Recycled or diverted as required under this Agreement if it is deemed to be Diversion by the California Integrated Waste Management Board in connection with efforts to meet City's Diversion goals. Contractor shall provide documentation to the City within 30 days of the end of each calendar year stating and supporting that calendar year's Diversion rate. Diversion from sources other than Company's Collection and Diversion efforts(such as source reduction, reuse, or Recyclable Materials diverted by Solid Waste enterprises,Collection of materials that are not the subject of this Agreement, or the efforts of self-haulers) is not be counted as Diversion achieved by Company. If these Diversion requirements are not met,City may instruct Contractor to initiate new programs at Contractor's expense in order for this goal to be met on a consistent basis. 4.3.7 Collection and Delivery of Recyclable Materials All loads of Recyclable Materials shall be taken to the Designated Recycling Facility for material recovery. Under no circumstances shall such loads be delivered for landfilling, even temporarily. Recyclable Materials properly set out for Collection(excluding contaminated loads that have been red-tagged and recorded) shall only be Collected in vehicles on dedicated Recycling routes bound for Facilities capable of Recycling Recyclable Materials. Emptying Containers of Recyclable Materials that have been properly set out into a Refuse Collection vehicle load is prohibited. November 24, 2009 -41- City of Rancho Palos Verdes-EDCO 4.4 Green Waste Program 4.4.1 Green Waste Collection for Cart Refuse Customers Contractor shall provide all Customers receiving Cart Refuse Collection, and one-unit homes with Bin service, with a Cart for Collection of Green Waste ("Green Waste Cart(s)"). Contractor shall Collect all Green Waste placed in Green Waste Carts, as well as unlimited Green Waste tied and bundled as set forth below, and put out for Collection by Customers not less than once per week on the same day as Refuse Collection. Green Waste Cart Customers shall be instructed to place the Cart(s) in the street gutter for Collection, unless the Customer receives Backyard Service or flag lot service. However, Contractor shall relocate Carts for Collection when necessary, and return them to their original position. Contractor shall have a Green Waste Recycling program whereby it, at a minimum, Collects the types of Green Waste defined in Section 1.39. Contractor shall only be obligated to Collect Green Waste set out for Collection in bundles if it is tied and bundled and placed beside Green Waste Cart(s), and a maximum of four (4) feet long and eighteen(18) inches in diameter. Contractor may request Customer to call in unusually large Green Waste loads or bundled Green Waste in advance, and shall promote brush clearing in accordance with events held per Section 4.4.3, but will Collect all material properly set out for Collection. The Collection of Green Waste bundles under this Section is not considered a Bulky Item pickup. Customers may request two additional Carts at no additional charge. Residents with carts beyond three per dwelling unit may be charged in accordance with the Rate Schedule. Customers may select a 35 or 96-gallon cart. The 96-gallon cart shall be the default in the event that a size is not selected. See Section 4.6.4.1 for Cart selection procedures. 4.4.2 Holiday Tree Collection Program At no additional charge, Contractor shall operate an annual holiday tree Collection program from December 26 through January 15. During this period all holiday trees placed out for Collection by Cart and Bin Customers on Customer's regular Collection Days, at Customer's Collection location for Refuse Container Collection, shall be November 24, 2009 -42- City of Rancho Pa/os Verdes-EDCO Collected by Contractor. After this period, trees will be Collected as Bulky Items under Section 4.2.13. Trees up to seven(7) feet in length will be Collected and diverted without Customers needing to cut them. Contractor may request that Customers with larger trees cut the trees to pieces no longer than seven (7) feet. Contractor will divert all holiday trees from landfilling. Upon request of the Owner or property manager, provided Customer's property has sufficient space, Contractor shall place a Roll-Off Box at Multi-Family complexes for the Collection of holiday trees to be diverted. 4.4.3 Brush Clearing Events Contractor shall conduct two brush clearing events per year at no additional charge, one in April or May and one in September or October on dates to be set by the City Manager ("Brush Clearing Event"). Each Brush Clearing Event will last for four Saturdays, each Saturday focusing on one of four areas in the City. Contractor and City will instruct Residents to clear brush and other Green Waste from their properties and place it curbside for collection in tied bundles,barrels,compostable bags or other containers that will facilitate Collection by Contractor during Brush Clearing Events. Contractor shall provide unlimited curbside Collection of Green Waste. Customers may be instructed not to use plastic bags. However, Contractor will Collect and divert Green Waste that is placed for Collection in plastic bags. One hundred (100) tons of brush/Green Waste collected per year through these events shall be processed at no additional cost; the level of processing brush/Green Waste included at no additional cost will be called the threshold. Tonnage in excess of the threshold will be factored into the subsequent year's rate adjustment as described in Section 6.6. 4.4.4 End Uses for Green Waste Contractor shall divert Green Waste materials Collected through weekly Cart and bundle Collection, holiday tree Collection and Brush Clearing Events from Disposal. Contractor must provide end uses for Green Waste that maximize Diversion credit for City according to regulations established by the California Integrated Waste Management Board. Green Waste may be used as ADC only to the extent that the City will get full Diversion credit for its use. Contractor is responsible for monitoring how the Green Waste will be diverted at the Designated Green Waste Processing Facility and November 24, 2009 -43- City of Rancho Pa/os Verdes-EDCO for selecting alternative facilities if necessary to ensure full Diversion credit Failure to obtain full Diversion credit for Green Waste shall be considered a material breach and constitute an event of default by the Contractor. City has the option,but not obligation, to direct Contractor where to deliver the material. If Contractor is using a Green Waste processing facility that is in full compliance with the terms of this Agreement and providing full Diversion credit, and City directs Contractor to use another facility at an additional cost to the Contractor, Contractor may request a rate adjustment for such additional costs. City may review request for accuracy and reasonableness and shall grant a reasonable rate adjustment. 4.5 City Services 4.5.1 City Facilities Collection Contractor shall Collect and dispose of all Refuse, Recyclable Material,and Green Waste put in Containers for Collection at City Facilities at no charge. Service levels and number of City Facilities serviced may increase during the Term without any additional compensation paid to the Contractor or increase to rate payers. Collections shall be scheduled at a time mutually agreed upon by Contractor and City,but not less than once per week. Contractor shall allow each City Facility to use Carts, Bins, or Roll-off Boxes for Solid Waste and Recyclable Materials Collection, as determined by the City Manager. Contractor will provide locking Bin Service for City if requested at no additional charge. 4.5.2 E-Waste at City Facilities Contractor shall Collect and Recycle or properly dispose of all Electronic Waste placed at the City yard for Collection. This material includes both items generated at City Facilities and items abandoned in the public right-of-way, including items Collected by City crews and Contractor crews. 4.5.3 City-Sponsored Events Contractor shall provide Solid Waste and Recyclable Materials Collection and Disposal/processing service for City-sponsored events. This shall include providing Containers (Bins, Roll-off Boxes,clearly labeled Recyclable Materials Containers and cardboard waste boxes with liners) to Collect and dispose of,or process, all Solid Waste and Recyclable Materials, as determined by City. The Contractor shall provide these November 24, 2009 -44- City of Rancho Pa/os Verdes-EDCO services at City-sponsored events, at no cost to City, the ratepayers, or the event sponsors. City-sponsored events include,but are not limited to: • Whale of a Day • 4th of July Celebration • Shakespeare By the Sea • Beach Clean-up/Earth Day • Beach Clean-up/America Recycles Day • City Hall/Office Clean-up Day Additional events are anticipated as well. 4.5.4 Clean-Up Event Collection City holds approximately 15 clean-up events per year. Contractor shall provide and service twenty-four (24)40-cubic-yard Roll-Off Box pulls per year at no additional cost for these clean-up events. City estimates two Roll-Off Box pulls per event,but the number used at each event may be higher or lower, as determined by City. Contractor shall provide and service three-cubic-yard Bins at no additional cost for these clean-up events. City may exchange these Roll-Off Box pulls for additional Bin pulls at a rate of six Bin pulls per Roll-Off Box pull. 4.5.5 Emergency Collection and Disposal Service Contractor will assist City at the City's request with emergency Collection and Disposal service (in the event of major disaster, such as an earthquake, storm, riot or civil disturbance), or as otherwise determined necessary by the City, by providing Collection equipment and drivers normally assigned to City. Contractor may charge City for actual Disposal costs plus service rates per the Rate Schedule. Contractor shall develop an emergency action plan that will include items such as: • Emergency contact names and numbers; • A specific commitment of resources (such man-power,vehicles and refuse containers, to the extent not destroyed by the disaster) that would be made available to the City in the event of a natural disaster; and, November 24, 2009 -45- City of Rancho Pa/os Verdes-EDCO • Optional resources that would be moved in from other locations should local resources be unavailable. Contractor must obtain written City approval for this plan within 60 days of the execution of this Agreement. City may ask Contractor to revise its submitted plan. 4.5.6 Abandoned Item Collection City crews provide abandoned item Collection services, delivering abandoned items to the City yard for Collection and Disposal by Contractor. In the event that City crews need additional assistance, Contractor will assist City crews (for up to twelve collection requests per calendar year; each request may include one or more items), by Collecting and disposing of, at no additional charge, within one Working Day of notification from City, items left in the City's right-of-way, such as sidewalks, alleys, streets, and parkways. Contractor will properly divert from landfilling or Dispose of such items in accordance with Sections 4.2.14 and 4.2.17. 4.6 Operations 4.6.1 Schedules To preserve peace and quiet,Solid Waste and Recyclable Materials shall only be Collected between 7:00 a.m. and 7:00 p.m. Monday through Friday and between 9:00 a.m. and 5:00 p.m. on Saturday. Saturday Collection hours are extended from 8:00 a.m. to 6:00 p.m. for holiday make-up Collections and for brush clearing events. No Sunday Collection is permitted without prior written approval from the City Manager. Collection is only permitted Monday through Friday for Cart service, unless Contractor receives advance written approval from the City Manager. Saturday Collection for Cart service is permitted on Saturday without advance approval if it is necessary due to holiday scheduling or to Collect a missed pickup. Contractor shall notify City no later than 7:00 a.m. on the following Monday morning if it Collected Cart Customers on a Saturday due to a missed pickup, and Contractor shall include the location of the missed pickup in the notice. If the regularly scheduled Collection day falls on New Year's Day, Memorial Day,Fourth of July, Labor Day,Thanksgiving Day, or Christmas Day, Collection days for the remainder of that week shall all be postponed one Collection day, and regularly scheduled Collections shall resume by the following calendar week. If one of these holidays falls on a Saturday, the Company shall perform November 24, 2009 -46- City of Rancho Pa/os Verdes-EDCO Collection on the following Monday. Holiday scheduling, including the addition or deletion of holidays, is not permitted without advance written City approval. Contractor shall review its operations plan outlining the Collection routes, intervals of Collection and Collection times for all materials Collected under this Agreement with City at least once annually, and upon thirty (30) day written notice requesting a review of its operations plan. Contractor shall submit a copy of its Collection schedule and route map within seven days if requested by City. If the plan is determined to be inadequate by City,Contractor shall revise it incorporating any changes necessary to make it satisfactory to City within thirty(30)days. No change in schedules and routing shall be implemented until fifteen(15) days after Contractor receives approval from City and notifies Customers. 4.6.2 Missed Pickups When notified of a missed pickup prior to 1:00 p.m., Contractor shall Collect the Refuse, Recyclable Materials, and/or Green Waste that was not Collected the same day. If notified after 1:00 p.m., Collection must take place no later than noon of the next Working Day. 4.6.3 Vehicles A. General. Contractor is responsible for providing all vehicles required for the Collection of Solid Waste and Recyclable Materials in sufficient number and capacity to efficiently perform the work required by this Agreement in strict accordance with its terms, and at a minimum as described in Exhibit 3 ("Collection Vehicles"). Contractor shall provide such Collection Vehicles and routes as are required to meet the service standards set forth herein, even if such Collection Vehicles and routes exceed those set forth in Contractor's Proposal. Contractor shall have available on Collection days sufficient back-up vehicles for each type of Collection Vehicle used to respond to complaints and emergencies. B. Specifications. Within 12 months of the start of service under this Agreement, the fuel used by all Route Collection Vehicles shall be liquefied natural gas or compressed natural gas. "Route Collection Vehicles" means all Collection vehicles used for the weekly Collection of Refuse, Recycling or Green Waste, including Cart and Bin services, but excluding pup trucks and Scout Vehicles, and other Collection Vehicles used only for occasional services such as brush clearing events, Bulky Item Collection, November 24, 2009 -47- City of Rancho Pa/os Verdes-EDCO City-sponsored events, clean-up events, Roll-Off Services, and holiday tree Collection. Both Collection Vehicles and Route Collection Vehicles must be registered with the California Department of Motor Vehicles and shall have water-tight bodies designed to prevent leakage, spillage or overflow. Collection Vehicles that use other fuel than natural gas may be used as spares to replace Route Collection Vehicles that are unavailable for no more than a total of 30 days per year per route, provided that the vehicles meet all other requirements of this Agreement. At all times during the Term, Contractor's Collection Vehicles shall comply with all applicable air pollution control laws, including but not limited to South Coast Air Quality Management District(CARB) emission standards for Solid Waste Collection Vehicles as established in the California Code of Regulations Title 13 Section 2020 et sem., and as they may be approved for Solid Waste and Recyclable Materials removal vehicles, as well as other Applicable Laws. Annually, Company shall provide City with documentation of such compliance for each vehicle. For example,with regard to CARB regulations, such documentation shall demonstrate, at a minimum, the vehicle number, make, model,year, control technology used or planned, and the year that the control technology was applied or is planned to be applied. C. Vehicle Identification and Labeling. Each Collection Vehicle shall be marked with Contractor's name, toll free phone number, and a vehicle identification number designated by Contractor for each Collection Vehicle which shall be prominently displayed on all such Vehicles,in lettering at least six inches in height and in contrasting colors, on each side and the rear of all Collection Vehicles. City must approve truck labeling, and may place billboards with public notices on vehicles at no additional charge; no other advertising is permitted. If requested by City,Contractor shall place signage on Route Collection Vehicles indicating which material (Refuse, Recycling, Green Waste) is being Collected in the Vehicle. As vehicles may be used to Collection different materials at different times, the signage may be required to be changeable. D. Cleaning and Maintenance 1) Contractor shall maintain all properties,vehicles,facilities, and equipment used in providing service under this Agreement in a good, safe, neat, clean and operable condition at all times. November 24, 2009 -48- City of Rancho Pa/os Verdes-EDCO 2) Collection Vehicles shall be painted, thoroughly washed, and thoroughly steam cleaned on a regular basis so as to present a dean appearance. City may inspect Collection Vehicles or any other equipment used in providing service pursuant to this Agreement at any time to determine compliance with this Agreement. Contractor shall also make all Collection Vehicles available to the County of Los Angeles for inspection regarding health concerns and requirements, at any frequency it requests. Contractor agrees to replace or repair to the City's satisfaction, any Collection Vehicle that City determines to be of unsightly appearance, leaking, or in unsatisfactory operating condition. 3) Contractor shall repaint any or all Collection Vehicles within thirty (30) days' notice from City, if City determines that their appearance warrants painting. City may not require a vehicle to be repainted if it has been repainted within the previous thirty (36) months. 4) Contractor shall inspect each Collection Vehicle daily to ensure that all equipment is operating properly. Collection Vehicles which are not operating properly shall be removed from service until repaired and operating properly. Contractor shall perform all scheduled maintenance functions upon Collection Vehicles in accordance with the manufacturer's specifications and schedule. Contractor shall keep accurate records of all Collection Vehicle maintenance, recorded according to date and mileage, and shall make such records available to City upon request. 5) Contractor shall repair, or arrange for the repair of, all of its vehicles and equipment for which repairs are needed because of accident,breakdown or any other cause so as to maintain all equipment in a safe and operable condition. Contractor shall maintain accurate records of repair,which shall include the date and mileage,nature of repair and the verification by signature of a maintenance supervisor that the repair has been properly performed and shall make such records available to City upon request. 6) Contractor shall clean up any leaks or spills from its vehicles per the National Pollutant Discharge Elimination System (NPDES) permit in effect at the time. No fluids shall be washed into storm drains at any time. All NPDES dry-cleaning measures shall be complied with. All Collection Vehicles must be equipped with absorbent for such clean-up efforts. November24, 2009 -49- City of Rancho Pa/os Verdes-EDCO 7) Upon request, Contractor shall furnish City a written inventory of all equipment, including Collection Vehicles,used in providing service pursuant to this Agreement. This inventory shall list all equipment by manufacturer,year of production, ID number, date of acquisition, type, capacity,and whether the vehicle is a spare. E. Operation. Vehicles shall be operated in compliance with the California Vehicle Code, and all applicable safety and local ordinances. Contractor shall not load vehicles in excess of the manufacturer's recommendations or limitations imposed by state or local weight restrictions on vehicles. Contractor's equipment shall comply with US EPA noise emission regulations, currently codified at 40 CFR Part 205 and other applicable noise control regulations (including but not limited to Section 8.20.120 of the Rancho Palos Verdes Municipal Code), as well as other Applicable Laws, and such noise control features shall be incorporated throughout the entirety of all Collection Vehicle. Noise levels of equipment used for Collection shall comply with City ordinance and in no event shall the noise level exceed 75 dba when measured at a distance of 25 feet from the vehicle, five feet from the ground. Contractor shall store all equipment in safe and secure locations in accordance with City's applicable zoning regulations. Contractor shall be responsible for any damage resulting from or directly attributable to negligence or wrongful acts associated with any of its operations, and which it causes to: driving surfaces in Service Area 1,whether or not paved, public or private; associated curbs, gutters and traffic control devices; and all other public and private improvements. F. Vehicle Certification. Contractor shall obtain a certificate of compliance (smog check) issued pursuant to Part 5 of Division 26 of the California Health and Safety Code (Section 43000 et seq.) and regulations promulgated thereunder and/or a safety compliance report issued pursuant to Division 14.8 of the California Vehicle Code (Section 34500 et seq.) and the regulations promulgated thereunder, as applicable to the vehicle. Contractor shall maintain copies of such certificates and reports and shall make such certificates and reports available for inspection upon request by the City. G. City Inspection Per Code. City may cause any vehicle used in performance of this Agreement to be inspected and tested at any commercially reasonable time and in November 24, 2009 -50- City of Rancho Pa/os Verdes-EDCO such manner as may be appropriate to determine that the vehicle is being maintained in compliance with the provisions of the State Vehicle Code, including,but not limited to, California Vehicle Code Sections 27000(b), 23114, 23115, 42030, 42032, and all Vehicle Code Sections regarding smog equipment requirements. City may direct the removal of any vehicle from service if that vehicle is found to be in nonconformance with applicable codes. No vehicle directed to be removed from service shall be returned to service until it conforms with Applicable Laws, and its return to service has been approved by City. H. Vehicle Inspections. Contractor shall submit the Safety Compliance Report/Terminal Record Update from its Biennial Inspection of Terminal, or BIT. If Contractor receives a terminal rating below satisfactory, Contractor shall notify the City. Contractor has the time allowed by the Department of California Highway Patrol ("CHP") to cure violations and bring the terminal rating up to satisfactory. If the CHP does not adjust the rating to satisfactory or better within six (6) months, then this shall be considered a material breach of the Agreement, the Contractor shall be considered in default and the City may terminate this Agreement. I. California Heavy Duty Inspection Program. No later than the start of service under this agreement, Contractor shall submit to the City verification that each Collection Vehicle has passed the California Heavy Duty Vehicle Inspection. Thereafter,Contractor shall cause each Collection Vehicle to be tested annually in the California Heavy Duty Inspection Program and shall submit written verification to City within ten(10) Working Days of the completion of such test. Contractor shall not use any vehicle that does not pass such inspection. J. Correction of Defects. Following any inspection, the City Manager shall have the right to cause Contractor, at its sole cost and expense, to recondition or replace any vehicle or equipment found to be unsafe, unsanitary or unsightly. The City Manager's determination may be appealed to the City Council, whose decision shall be final. K. Collection Containers on Front of Vehicles. At no time shall Contractor use a compartment mounted on the front of a Collection vehicle, or drive with a container held out in front of the vehicle, in operating Refuse, Recycling and Green Waste Routes. Prohibited examples include the Curotto Can method, or using a bin held out to the front of the vehicle into which material is loaded. These Collection methods may November 24, 2009 -51- City of Rancho Palos Verdes-EDCO however be used for extra services such as brush clearing events, holiday tree Collection, City-sponsored events, clean-up events, and Bulky Item Collection. 4.6.4 Containers Contractor will provide Containers to be used under this Agreement. City may select upgraded cart finishes, such as"granite," at no additional charge. 4.6.4.1 Carts A. Cart Selection, Distribution and Exchanges Contractor shall provide Customers with new Carts at the start of service under this Agreement, at no extra charge. In advance of initial new Cart distribution, Contractor shall mail each Residential Cart Customer a return, postage-paid, card that allows each Customer to select preferred sizes (as described in Sections 4.2.1, 4.3.1 and 4.4.1) for Customer's Refuse Cart(s), Recycling Cart(s) and Green Waste Cart(s). Residential Customers may request different Cart sizes for each waste stream. In the event a Customer does not indicate a preference, the standard, default size will be distributed (64-gallon for Refuse Cart, 96-gallon for Recycling Cart and 96-gallon for Green Waste Cart). The initial new Cart distribution shall be free to all existing Customers. Customers may each request one free exchange in Cart sizes beginning 60 days after the initial Cart is delivered and ending six months after the initial Cart is delivered. One exchange includes all Cart size changes included in the same Customer request and may include changes made to any number of the Customer's Carts. If a second request is made, or if a request is made following the initial six-month period,Contractor may charge for each request,regardless of the number of carts exchanged, in accordance with the Rate Schedule. This procedure shall be described in the initial Cart distribution mailing and in public education materials during the initial six-month window. Customers that participated in the City's pilot automated Cart Collection program will receive new Carts and be entitled to the same selection and exchange options. If requested, new Customers shall receive Carts at the commencement of services and be granted one free exchange within six months of their beginning service. November 24, 2009 -52- City of Rancho Pa/os Verdes-EDCO B. Cart Design Requirements Carts and Cart lids must meet color, size, uniformity and quality requirements of the City. The City will not permit Carts and Cart lids with inconsistent colors or in poor condition to be used in the City at any time during the term of this Agreement, and may require Contractor to replace such Carts. All Carts provided by Contractor utilized in the performance of this Agreement shall be manufactured by injection or rotational molding and meet the Cart design and performance requirements as specified ed below. All Carts selected shall be subject to City's approval prior to Contractor placing order for Carts. C. Capacity The references in Sections 4.2.1, 4.3.1,4.4.1 and 4.6.4.1 to Cart sizes of 96, 64 and 35- gallons may be approximate. The Cart size, excluding lid capacity, may fall within the following range: • 30- 35 gallons • 60- 70 gallons • 90- 101 gallons The selected sizes must be consistent throughout the City for a uniform appearance. D. Cart Color and Appearance The Refuse Carts shall be black or grey, the Recycling Carts blue and the Green Waste Carts green in color. The colors shall be colorfast and resistant to fading as a result of weathering or ultraviolet degradation. Color must be approved in advance by the City. Cart colors shall be consistent throughout Service Area 1. E. Cart Labeling and Hot Stamping Carts will be hot stamped with written and graphic instructions indicating which materials should and should not be deposited in the Cart. Cart labels will identify, at a minimum,written and graphic instruction indicating what items do and do not belong in each Cart, the name and telephone number of Contractor, and where to call for November 24, 2009 -53- City of Rancho Palos Verdes-EDCO proper disposal of HHW and Bulky Items and other service needs. Design for both the labels and the hot stamps must be approved by City prior to ordering labels or Carts. City shall approve what information is included on the label and in the hot stamp, as well as approve design and quality. Labels shall be replaced when worn, and when information on the label is in need of updating. 4.6.4.2 Cart Maintenance and Replacement Responsibilities Contractor shall be responsible for Cart repair and maintenance, unlimited graffiti removal, and replacing lost, stolen, damaged,worn-out or otherwise unsightly Carts within two (2) Working Days at no additional charge to the Customer or to City, unless Contractor can demonstrate to the City Manager beyond a reasonable doubt that the damage or loss was due exclusively to the Customer's intentional or negligent behavior. The City Manager's determination shall be final and binding. If City permits a repair or replacement charge to be assessed against a Customer, charge shall be no more than the actual cost of repair or the Contractor's purchase price for a new Cart,whichever is lower. No shipping/handling/delivery costs are to be charged to City or Customer. All repairs must restore the Cart to its full functionality. Replacement of lost/stolen Carts at no cost to Customer may be limited to one of each type (Refuse, Recycling,Green Waste) for each dwelling unit during the Contract term. 4.6.4.3 Bins A. Cleaning. Contractor shall provide Customers with Bins required during the Term at no extra charge. Contractor shall maintain Bins in a clean, sound condition free from putrescible residue. All Bins in use shall be constructed of heavy metal, or other suitable, durable material, and shall be watertight and well painted. Wheels, forklift slots, and other apparatuses, which were designed for movement, loading, or unloading of the Bin shall be maintained in good repair. Upon Customer or City request, or if required to maintain the Containers in a clean condition, Contractor shall clean all Bins for a fee in accordance with the Rate Schedule. When a Bin is removed for cleaning, Contractor shall replace the Bin, either temporarily or as a change-out, with another Container. Contractor shall remove graffiti from any Container within two Working Days of request by City or Customer. Contractor is required to proactively look for graffiti when Collecting Bins,with all graffiti removed November 24, 2009 -54- City of Rancho Pa/os Verdes-EDCO from Containers in no later than one Working Day after any Collection without notification. B. Bin Identification and Color. Each Bin placed in Service Area 1 by Contractor shall have the name of Contractor and phone number in letters not less than three (3) inches high on the exterior of the Bin so as to be visible when the Bin is placed for use. Contractor shall label Bins with bilingual(English and Spanish) and graphic instruction on what materials should and should not be placed in each Bin. Contractor shall repaint Bins upon City's request if the City deems it necessary to maintain a neat appearance. All Refuse Bins shall be painted a uniform color of grey, and all Recycling Bins shall be painted a different, uniform color of blue. 4.6.4.4 Roll-off Boxes Contractor shall provide sufficient Roll-off Boxes to meet City's demand throughout the Term of the Agreement, and will keep all Roll-off Boxes clean, free from graffiti, equipped with reflectors,and with the name and phone number of Contractor in letters not less than three (3) inches high on the exterior of the Roll-off Box so as to be visible when the Roll-off Box is placed for use. Contractor shall properly cover all open Roll- off Boxes during transport as required by the State Vehicle Code. 4.6.4.5 Repair of Bins and Roll-off Boxes Contractor shall be responsible for repair and maintenance of Bins and Roll-off Boxes at no additional charge, and replacing lost, stolen or damaged Bins and Roll-off Boxes within two (2) Working Days at no additional charge to the Customer or to City. All repairs must restore the Bins and Roll-off Boxes to their full functionality. Unsightly/worn-out Bins and Roll-off Boxes shall be replaced by Contractor upon Customer request. 4.6.5 Litter Abatement A. Minimization of Spills. Contractor shall use due care to prevent Solid Waste, Recyclable Materials, or fluids from leaking, being spilled and/or scattered during the Collection or transportation process. If any Solid Waste, Recyclable Materials, or fluids leak or spill during Collection,Contractor shall promptly clean up all such materials. Each Collection Vehicle shall carry a broom, shovel, absorbent, and containment materials at all times for this purpose. November 24, 2009 -55- City of Rancho Palos Verdes-EDCO Contractor shall not transfer loads from one vehicle to another on any public street, unless it is necessary to do so because of mechanical failure, or accidental damage to a vehicle,without prior written approval by City. B. Clean Up. During the Collection or transportation process, Contractor shall clean up all litter spilled during Collection or otherwise caused by Contractor. Contractor shall leave a"red tag" notice for Customer if litter not caused by Contractor is found in Container enclosure or around Containers. Contractor may charge Customers in accordance with the Rate Schedule for the cleaning of Container enclosures or around the Container if it is littered due to overflowing Containers. Contractor may address habitual offenders in accordance with Section 4.3.4. In the event of a spill of materials (vehicle fluids, Green Waste leachate,etc.), Contractor shall provide a clean-up of the spill to the satisfaction of City and other governing agencies. Clean-up methods may include pressure washing(Contractor must capture and reclaim water) or other similar clean-up methods. C. Covering of Loads. Contractor shall properly cover all open debris boxes during transport to the Disposal Site. 4.6.6 Personnel A. Qualified Personnel. Contractor shall furnish such qualified drivers, mechanical, supervisory, clerical, management and other personnel as may be necessary to provide the services required by this Agreement in a satisfactory, safe, economical and efficient manner. All drivers shall be trained and qualified in the operation of vehicles they operate and must possess a valid license, of the appropriate class, issued by the California Department of Motor Vehicles. The Contractor shall be responsible for ensuring that its employees comply with all Applicable Laws and regulations and meet all federal, state and local requirements related to their employment and position. B. Hazardous Waste Employee Training. Contractor shall establish and vigorously enforce an educational program which will train Contractor's employees in the identification of Hazardous Waste. Contractor's employees shall not knowingly place such Hazardous Waste in the Collection Vehicles, nor knowingly dispose of such Hazardous Wastes at the processing Facility or Disposal Site. November 24, 2009 -56- City of Rancho Palos Verdes-EDCO C. Customer Courtesy. Contractor shall train its employees in Customer courtesy, shall prohibit the use of loud or profane language, and shall instruct Collection crews to perform the work quietly. Contractor shall use its best efforts to assure that all employees present a neat appearance and conduct themselves in a courteous manner. If any employee is found to be discourteous or not to be performing services in the manner required by this Agreement, Contractor shall take all necessary corrective measures including, but not limited to, transfer, discipline or termination. If City has notified Contractor of a complaint related to discourteous or improper behavior, Contractor will consider reassigning the employee to duties not entailing contact with the public while Contractor is pursuing its investigation and corrective action process. Contractor shall record Customer complaints regarding Customer service personnel in accordance with Section 5.2.2. Customer service representatives receiving multiple complaints are to be transferred from Customer service duties or,with City approval, disciplined and appropriately trained. D. Unauthorized Material Removal. Contractor shall dismiss or discipline employees who remove documents or any other material from Containers, other than specifically for the purposes of Disposal and Diversion as described in this Agreement E. Training. Contractor shall provide suitable operations, health and safety training for all of its employees who use or operate equipment or who are otherwise directly involved in Collection or other related operations. F. Compliance with Immigration Laws. Contractor shall be knowledgeable of and comply with all Applicable Laws. Contractor warrants and represents that all of its employees, including any and all prospective employees hired to perform services for the City under this Agreement and the employees of any subcontractor retained by the Contractor to perform a portion of the services under this Agreement, are and will be authorized to perform the services contemplated by this Agreement in full compliance with all applicable state and federal laws,rules and regulations, including, but not limited to, the Immigration and Nationality Act of 1952 (commencing with Section 1101 of Title 8 of the United States Code), and the Immigration Reform and Control Act of 1986 (commencing with Section 1324a of Title 8 of the United States Code), as amended. Contractor agrees to verify the legal status of all of its employees and provide documentation of such verification whenever requested by the City. If November 24, 2009 -57- City of Rancho Palos Verdes-EDCO Contractor discovers that any employee it has retained is not in compliance with Immigration Laws, Contractor agrees to terminate such employee. G. Representations. Contractor's employees, officers, and agents shall at no time be allowed to identify themselves or in any way represent themselves as being employees of the City. Contractor's employees shall wear a company uniform when performing services on behalf of Contractor within the City. 4.6.7 Identification Required Contractor shall provide its employees, companies and subcontractors with identification for all individuals who may make personal contact with residents or businesses in Service Area 1,including drivers. City may require Contractor to notify Customers yearly of the form of its identification. Contractor shall provide a list of current employees, companies, and subcontractors to City upon request. City reserves the right to perform a security and identification check through the Los Angeles County Sheriffs Department on the Contractor and all its present and future employees employed by Contractor to work in the City, in accordance with accepted procedures established by City, or for probable cause. 4.6.8 Fees and Gratuities Contractor shall not,nor shall it permit any agent, employee, or subcontractors employed by it to request, solicit, demand, or accept, either directly or indirectly, any compensation or gratuity for services authorized to be performed under this Agreement except as described in this Agreement, in accordance with Exhibit 4 as updated and approved by City throughout the Term. 4.6.9 Non-Discrimination Contractor shall not discriminate in the provision of service or the employment of Persons engaged in performance of this Agreement on account of race, color, religion, sex, age, physical handicap or medical condition in violation of any applicable federal, state or local law. November 24, 2009 -58- City of Rancho Palos Verdes-EDCO 4.6.10 Report of Accumulation of Solid Waste;Unauthorized Dumping Contractor shall direct its drivers to note (1) the addresses of any Premises at which they observe that Solid Waste and/or Recyclable Materials are accumulating and is not being delivered for Collection; and (2) the address, or other location description, at which Solid Waste and/or Recyclable Materials have been dumped in an apparently unauthorized manner. Contractor shall deliver the address or description to City within one(1) Working Day of such observation. 4.7 Transportation of Solid Waste and Recyclable Materials Contractor shall transport all Refuse Collected to a Facility designated by the Contractor pursuant to Section 4.8 (e.g. Transfer Station,Waste-to-Energy Facility, Green Waste Processing Facility, MRF, Disposal Site). Contractor agrees to make all reasonable efforts to separate Recyclable Materials from Refuse for Diversion from landfill Disposal. Contractor shall maintain accurate records of the quantities of Solid Waste and Recyclable Materials transported to all Facilities utilized and will cooperate with City in any audits or investigations of such quantities. Contractor shall cooperate with the operator of any Disposal Site or Facility it uses with regard to operations therein, including,for example, complying with directions from the operator to unload Collection Vehicles in designated areas, accommodating to maintenance operations and construction of new facilities, cooperating with its Hazardous Waste exclusion program, and so forth. 4.8 Designated Facilities Contractor shall designate each transfer station, transformation facility, processing facility or other Facility used by Contractor in the fulfillment of this Agreement,unless the City exercises its rights pursuant to Section 4.8.4. Contractor must receive written advance approval from City to use each transfer station, transformation facility, processing facility or other Facility used by Contractor in the fulfillment of this Agreement. When requesting approval for a new facility, Contractor shall provide the reasoning for such a change to City. Contractor is responsible for ensuring that each Facility it uses is properly permitted prior to requesting City approval to use such Facility. November24, 2009 -59- City of Rancho Pa/os Verdes-EDCO Contractor guarantees the City capacity at its EDCO Recycling and Transfer in the City of Signal Hill (anticipated to open in 2011) for the Agreement Term for all of the City's Refuse, Recyclables and Green Waste generated and required to be Collected under this Agreement. 4.8.1 Disposal Site The Contractor shall dispose of Refuse Collected, that is not required to be processed,at the Disposal Site. Contractor has designated the Orange County Landfill System, Puente Hills Landfill and SERRF (Southeast Resource Recovery Facility) as the Disposal Site(s) as of the effective date of this Agreement. 4.8.2 Designated Recycling Facility Contractor has designated EDCO Recycling and Transfer (when completed), Potential Industries (primary facility until EDCO Recycling and Transfer opens) and CR&R Recycling (as an alternative) , as the Recycling Facility(ies) as of the effective date of this Agreement("Designated Recycling Facility"). Contractor shall deliver all Recyclables collected in the City to the Designated Recycling Facility,at Contractor's expense and in accordance with all Applicable Laws. Contractor shall ensure that, after processing, residue material shall not exceed the amount permitted by Applicable Law. Contractor shall ensure that Recyclable Materials are used in a manner that is classified as Diversion. 4.8.3 Designated Green Waste Processing Facility Contractor has designated EDCO Recycling and Transfer (when complete), Falcon Transfer Station(until EDCO Recycling and Transfer opens) and, as possible alternative/backup sites,Carson Transfer Station, Bel Art Transfer Station, CR Transfer, and Paramount Resource Recycling as the Green Waste Processing Facility(ies) as of the effective date of this Agreement("Designated Green Waste Processing Facility"). Company shall deliver all Green Waste collected in the City to the Designated Green Waste Processing Facility. 4.8.4 Facility Replacement Due to Non-Compliance With Applicable Law Contractor shall ensure that the Disposal Site,Designated Recycling Facility, Designated Green Waste Processing Facility, and other designated Facilities are November 24, 2009 -60- City of Rancho Pa/os Verdes-EDCO properly permitted and in compliance with Applicable Law at all times during the Term. Contractor shall immediately inform City Manager in writing in the event of any non-compliance, and City, in its sole discretion, shall have the right to require the use of a different Disposal Site, Designated Recycling Facility, Designated Green Waste Processing Facility,or other designated Facility, to be selected by Company. The City may also,in its sole discretion, require the use of a different site at any time during the Term if the Disposal Site, Designated Recycling Facility, Designated Green Waste Processing Facility, or other designated Facility is found to not be in compliance with the provisions of Sections 2.6.0), 2.6.(k) or 2.6(1) (as the case may be), and the City determines that the Disposal Site, Designated Recycling Facility, Designated Green Waste Processing Facility, or other designated Facility is not acceptable due to a failure to comply with the terms of this Agreement or a finding by State or federal regulatory agencies that it is not in compliance with Applicable Law, including the Environmental Laws, and is unable to accept City's Solid Waste, Recyclable Materials, or Green Waste (as the case may be). Under no circumstances, however, shall a change in one or more of Disposal Site, Designated Recycling Facility, Designated Green Waste Processing Facility or other designated Facility pursuant to this Section provide a basis for an increase in the Rates. 4.9 Status of Disposal Site Any Disposal Site utilized by Contractor, shall be designed and constructed in accordance with 23 California Code of Regulations Section 2510 et seq. ("Subchapter 15"). Any such Disposal Site shall have been issued all permits from federal, state, regional, county and city agencies necessary for it to operate as a Class III Sanitary Landfill and is in full regulatory compliance with all such permits. 4.10 Dedicated Routes Solid Waste Collected in the City shall not be commingled in Collection Vehicles with Solid Waste from other jurisdictions unless and until Contractor has obtained written advance approval from the City as to the Contractor's method of tonnage allocation. November 24, 2009 -61- City of Rancho Pa/os Verdes-EDCO 4.11 Border Street Routing The following streets bordering the City of Rolling Hills Estates shall be Collected on Wednesdays: Browndeer Lane,Elkridge Drive, Indian Valley Road,Quailwood Drive, Stonecrest Road, and Whitley Collins Drive. 4.12 Route Audit Once during the first year and subsequently at City's request, but not more often than every three years thereafter, Contractor shall conduct an audit of its Collection routes in Service Area 1 at Contractor's expense. City may use information from the audit to develop a request for proposals for a new service provider. City may instruct Contractor when to conduct the audit in order for the results to be available for use in preparation of a request for proposals or for other City uses. City may also instruct Contractor to conduct an audit at a time that would produce the most accurate Customer service information for a new service provider to use in establishing service with Customers. City will establish the deadlines by which Contractor will provide City with(A) routing and account information, and (B) the route audit summary report. The route audit, at minimum, shall consist of an independent physical observation by person(s) other than the route driver of each Customer in Service Area 1. This person(s) is to be approved in advance by City. The routing and account information shall include, as a minimum, the following information for each account: For Cart Customers: • Route Number; • Truck Number; • Number of Cart Customers • Number and size of Carts by waste stream (Refuse, Recycling, Green Waste) • Cart condition; For Bin Customers: • Route Number; • Truck Number; • Account Name; • Account Number; • Account Service Address; November 24, 2009 -62- City of Rancho Palos Verdes-EDCO • Service Level per Contractor Billing system (Quantity, Size, Frequency); • Observed Containers (Quantity and Size); • Container condition; • Proper signage; and, • Graffiti. Within thirty (30) days after the completion of the route audit, Contractor shall submit to City a report summarizing the results of the audit The route audit summary report shall include: • Identification of the routes; • Route map; • Truck numbers; • Number of accounts, by route and in total (Cart and Bin); • Confirmation that all routes are dedicated exclusively to Service Area 1 Customers; • Number and type of exceptions observed; • Total monthly service charge (Cart and Bin), pre-audit; • Total monthly service charge (Cart and Bin), post-audit(subsequent to corrections of identified exceptions);and, The route audit summary report shall include a description of the procedures followed to complete the route audit. This description shall include the names and titles of those supervising the route audits and the name and titles of those performing the observations. Additionally, the report shall include a description of the pre-audit training of the route auditors, particularly if temporary personnel are used. The route audit summary report shall also include a description of the changes and Contractor's plans to resolve the exceptions. The results of the audit, and supporting back-up data, shall be available for review by City or its representative. 4.12 Routing Plan Approval Contractor's routing plan is subject to City approval and will limit cross-City traffic, traffic on major streets during rush hour, and avoid streets by schools at times when children are going to and coming from school. November 24, 2009 -63- City of Rancho Pa/os Verdes-EDCO 4.13 Service Exceptions;Hazardous Waste Notifications A. Failure to Collect. When Solid Waste and/or Recyclable Materials are not Collected from any Solid Waste and/or Recyclable Materials service recipient, Contractor shall notify its service recipient in writing, at the time Collection is not made, through the use of a "red tag" or otherwise, of the reasons why the Collection was not made, pursuant to Section 4.3.4. B. Hazardous Waste Inspection and Reporting. Contractor reserves the right to inspect Solid Waste and Recyclable Materials put out for Collection and to reject Solid Waste and Recyclable Materials observed to be contaminated with Hazardous Waste and the right not to Collect Hazardous Waste put out with Solid Waste and/or Recyclable Materials. Contractor shall notify all agencies with jurisdiction,if appropriate, including the California Department of Toxic Substances Control, Local Emergency Response Providers, and the National Response Center of reportable quantities of Hazardous Waste,found or observed in Solid Waste and Recyclable Materials anywhere within Service Area 1. In addition to other required notifications, if Contractor observes any substances which it or its employees reasonably believe or suspect to contain Hazardous Wastes unlawfully disposed of or released on any City property, including storm drains, streets or other public rights of way, Contractor will immediately notify City Manager or City Manager's designee. Contractor shall implement and maintain a training program that will assist its employees in identifying and properly disposing of any Hazardous Waste that may come into their possession. C. Hazardous Waste Diversion Records. Contractor shall maintain records showing the types and quantities, if any, of Hazardous Waste found in Solid Waste and Recyclable Materials and which was inadvertently Collected from service recipients within Service Area 1,but diverted from landfilling. November 24, 2009 -64- City of Rancho Pa/os Verdes-EDCO ARTICLE 5 OTHER SERVICES 5.1 Customer Billing and Contractor Compensation 5.1.1 Cart Billing Contractor shall Bill Cart Customers on a quarterly basis during the first month of each quarter, with payment due no sooner than 45 days after the invoice date. Contractor shall Bill any one-time charges, such as extra Bulky Item or overage pickups. Contractor shall absorb any bad debt. If payment is not made by the due date,Contractor shall notify Customer in writing that the payment is late. If payment is not made within 30 days after due date, Contractor shall notify Customer that the invoice is over-due and that non-payment will result in suspended service and further collection action. If payment is not made within 15 days after this subsequent notice (a minimum of 90 days after initial Billing), Contractor may submit a list of overdue Customers to the City Manager and, with City Manager's advanced written approval, may suspend service and/or pursue collection remedies. This entire sequence of notifications must be followed by Contractor prior to suspending service or pursuing collection. City shall not lien property or assist in payment collection process. Billings shall include Contractor's telephone number for Billing and service inquiries. 5.1.2 Bin Billing Contactor shall Bill Bin Customers monthly at the beginning of the month,with payment due no sooner than 30 days after the invoice date. Contractor shall Bill any one-time charges, such as extra pickups or extra Bin cleanings. Contractor shall absorb any bad debt. If payment is not made within 15 days after the due date, Contractor shall notify Customer in writing that the payment is late. If payment is not made within 30 days after due date,Contractor shall notify Customer that the invoice is over-due and that non-payment will result in suspended service and further collection action. If payment is not made within 15 days after this subsequent notice, Contractor shall provide November24, 2009 -65- City of Rancho Pa/os Verdes-EDCO written notice to Customer that the Billing remains unpaid and that service will be suspended if payment is not received within 15 days (a minimum of 90 days from initial Billing). This entire sequence of notifications must be followed by Contractor prior to suspending service or pursuing collection. City shall not lien property or assist in payment collection process. Billings shall include Contractor's telephone number for Billing and service inquiries. 5.1.3 Compensation Entirely Through Approved Rates Contractor Compensation is exclusively derived from revenue received as a result of the Billings for services listed on the Rate Schedule,and Contractor shall charge no additional fees unless approved in advance by the City. 5.1.4 Discounts Contractor shall offer the following discounts to its Customers: 5.1.4.1 Senior Rate Reduction Monthly service rates for qualifying Senior Cart Customers, including Backyard Service and pup route surcharges, will be reduced by ten percent(10%). "Senior(s)" are defined as persons who are 65 years of age or older. To qualify for this reduced rate, the Senior must reside at the Premises, own or lease the Premises in his/her name, and the Bill must be in the Senior's name. Senior landlords are not entitled to the discount. Contractor may request Seniors to re-confirm their entitlement to this reduction no more than once per year, using an application form that must be approved in advance by City. 5.1.4.2 Pre-payment Discount Cart Customers that pay annually, at the beginning of the year for the full upcoming year's service, shall receive a five percent(5%) reduction in their rate. This reduction applies to the entire rate, including both pup route and Backyard Service surcharges. 5.1.4.3 Low-Income Rate Reduction Low-income Cart Customers may apply to receive a five percent(5%) reduction in service rates. The income threshold for determination of applicability of this reduction November 24, 2009 -66- City of Rancho Palos Verdes-EDCO shall be based upon the low-income thresholds established for utilities under the California Alternate Rates for Energy (CARE) program. The Bill must be in the name of the party qualifying for this reduction. Contractor may request reduction recipients to re-confirm their entitlement to this reduction no more than once per year, using an application form that must be approved in advance by City. 5.1.4.4 Application of Rate Reductions Rate reductions under Sections 5.1.4.1, 5.1.4.2 and 5.1.4.3 are not exclusive and a Customer may receive all reductions, if applicable. The amount of each rate reduction shall be calculated on the full rate prior to application of any other reduction. Reductions apply to the monthly rate, including both pup route and Backyard Service surcharges, but excluding extra Cart charges,bulky item charges or overage charges. Contractor shall handle the administration of these rate reductions. In the event of dispute between Contractor and Customer as to the applicability of each rate reduction, the City Manager shall make the determination, which determination shall be final and binding. 5.1.5 Contractor's Invoices Bills must include a customer service telephone number, service description, including Container size, frequency of service, Backyard Service and/or Scout Vehicle service and period billed for. City must approve Contractor billings as to content and format of invoice. All bills must carry a due date, and shall not use the phrase "due upon receipt" Bills must use the rates as they appear on the Rate Schedule, and will not separately itemize City fees, surcharges, disposal components or other breakdown of rates without advance written approval from City. 5.1.6 Customer Credits If a missed pickup is not made within the time required per Section 4.6.2, Customer may request a credit Credit will be in proportion to the amount of service missed versus the total amount of service scheduled for the Billing period. 5.1.7 Customer Billing Adjustments Should Contractor determine that Contractor has underbilled a Customer, or Customers, Contractor may back-Bill for no more than six months. Amounts November 24, 2009 -67- City of Rancho Palos Verdes-EDCO overbilled to Customers shall be refunded upon discovery and such refunds are not limited by time. 5.1.8 Exemption From Service Customers may request that service be suspended for a period of no less than 2 months, provided that the entire residence will be uninhabitable for that period, that Containers will not be placed for Collection, and that gardeners will not use the Green Waste Containers during that period. Customers may request that service be suspended for a period of no less than six months for a long-term vacation, provided that Containers will not be placed for Collection, and that gardeners will not use the Green Waste Containers during that period. Contractor may request proof of vacancy, such as suspended utility service or plane tickets. In the event of a dispute between Customer and Contractor as to whether a Customer warrants a voluntary suspension of service, City shall make the determination,which determination shall be final and binding. Contractor shall be permitted to charge a re- start fee to resume service after a service suspension in accordance with the approved rate schedule and shall notify Customers requesting a suspension of this fee at the time of suspension request. 5.1.9 Late Payments Contractor may charge interest on outstanding balances of no more than 1.5% per month beginning no sooner than 90 days after the date of the invoice. Contractor may charge a maximum of$20.00 per check fee for checks returned for lack of sufficient funds. In no event may Contractor charge an interest rate or a check fee in excess of that permitted by State or Federal law. 5.1.10 Electronic Billing and Payment Contractor shall offer electronic invoice payment to Customers at no additional charge. November 24, 2009 -68- City of Rancho Palos Verdes-EDCO 5.2 Customer Service 5.2.1 Local Office Contractor shall maintain an office, which shall be open("Office Hours"), at a minimum, from 8:00 A.M. to 5:00 P.M., Monday through Friday, exclusive of holidays. Contractor shall also provide a telephone number for service calls. The telephone number shall be a toll-free number from all portions of the City. The telephone number shall be listed in the phone director(ies) distributed to Service Area 1 in the firm name by which the Contractor conducts business in Service Area 1. Contractor shall be available to take live service calls at this telephone number between 8:00 A.M. and 5:00 P.M. on Monday through Friday, and between 8:00 A.M. and 12:00 P.M. on Saturday ("Telephone Service Hours"). Contractor's telephone system shall be adequate to handle the volume of calls typically experienced on the busiest days. If City receives more than five (5) complaints in any thirty (30) day period that Customers are unable to contact Contractor by phone, City may require Contractor to increase capacity. Contractor shall have either a representative, a message machine,or an answering service available outside of Telephone Service Hours. Calls received outside of Telephone Service Hours shall be responded to on the next Working Day. Contractor's route supervisor shall remain accessible by phone during Collection hours. The Contractor shall provide City with an emergency phone number where the Contractor can be reached outside of the required Office Hours. A live person, not voice-mail, shall be available at that number at all times, twenty-four hours per day. 5.2.2 Complaint Documentation Service complaints received by City will be directed to Contractor. Contractor shall keep daily logs of complaints forwarded to it for a minimum of three (3)years. Contractor shall log all complaints received, including the date and time the complaint was received, the name, address and telephone number of the caller/complainant, a description of the complaint, the name of the employee recording the complaint and the action taken by Contractor to respond to and remedy the complaint. Log shall also include each instance that Solid Waste and/or Recyclable Materials are not Collected and the form of notification used to inform the participants of the reasons of non- Collection and the end result or means of resolution of the incident November 24, 2009 -69- City of Rancho Palos Verdes-EDCO All written Customer complaints and inquiries shall be date-stamped when received. All complaints,both oral and written, shall be initially responded to within one(1) Working Day of receipt Contractor shall use best efforts to resolve complaints within two (2) Working Days. Contractor shall log action taken by Contractor to respond to and remedy the complaint. All Customer service records and logs kept by Contractor shall be available to City upon request. City shall, at any time during regular Office Hours,have access to Contractor's Customer service department for purposes that may include monitoring the quality of Customer service or researching Customer complaints. 5.2.3 Resolution of Customer Complaints Should Contractor and Customers not be able to resolve a complaint,not be able to establish a mutually acceptable fee to be charged for services not included on the Rate Schedule, or otherwise disagree, the matter shall be determined by City, and City's decision shall be final. Intervention by City is not a condition precedent to any rights or remedies third parties might otherwise have in any dispute with Contractor. Nothing in this section is intended to affect the remedies of third parties against Contractor. 5.2.4 Service Liaison Contractor shall designate in writing a field supervisor as"Service Liaison" who shall be responsible for working with City and/or City's designated representative(s) to resolve Customer service related complaints. City shall have the right to approve the Contractor's choice for a liaison. City shall be notified in advance of any change in Service Liaison. Service Liaison shall be accessible to the City daily by phone or in person. 5.3 Education and Public Awareness 5.3.1 General Contractor acknowledges and agrees that education and public awareness are critical, key and essential elements of any efforts to achieve the requirements of the Act. Accordingly, Contractor agrees to take direction from City to exploit opportunities to November24, 2009 -70- City of Rancho Palos Verdes-EDCO expand public and Customer knowledge concerning needs and methods to reduce, reuse and Recycle Solid Waste and to cooperate fully with City in this regard. Contractor shall maintain its own program of providing information relevant to needs and methods to reduce, reuse and Recycle Solid Waste, including materials for inclusion with its Bills. All public education materials, including those listed in Section 5.3.2 below, shall be approved in advance by City prior to reproduction and distribution. 5.3.2 Implementation and On-going Education Requirements In order to promote public education,in addition to any other materials it develops, Contractor shall create the following public education materials and programs at its expense, which will be distributed as indicated below. All of these materials and programs shall be produced and/or available in English and in graphics wherever applicable. All brochures, mailings, and other educational materials are to be approved by City in advance of distribution. A public education plan("Public Education Plan") shall be submitted to City for review within sixty (60) days after the Effective Date. The plan shall address the items described in this section. The approved Public Education Plan shall be attached to this Agreement as Exhibit 2. • Initial Mailing- Forty-five (45) days prior to the start of Collection service under this Agreement,Contractor will prepare and mail an initial mailing to all Customers explaining the transition from the existing Solid Waste and Recyclable Materials Handling Service program to the new program as defined by this Agreement The mailing will describe program changes, route changes if any, dates of program implementation, Recycling and Diversion programs available, and other pertinent information, and include Contractor's customer service number and website address. • Instructional "How-to" Packets- An information packet shall be provided to each Customer at the start of service under this Agreement and to each new Customer throughout this Agreement term. All Customers shall receive the "How-to" information packets distributed at the July 1, 2010 start of service as hard copies,not electronic copies. This packet shall: describe available services, including available Recycling and Diversion programs; provide instructions for proper use of the Carts and Bins provided (such as how to place Carts or other permitted items for November 24, 2009 -71- City of Rancho Palos Verdes-EDCO Collection, the types of materials to be placed in each Cart); detail holiday Collection schedules; and provide Billing and Customer service telephone numbers. This packet will contain updated information on how to use Containers, when, where and how to place Solid Waste and Recyclable Materials for Collection,and who to contact with service or Billing questions, and for Bulky Item pickups. The packet should also clearly indicate what materials, such as syringes and other Sharps, and other Household Hazardous Wastes (HHW), should not be disposed of in these Containers. This packet shall include instructions on how Customers should dispose of HHW, such as information on the HHW drop-off facilities and other available programs. When new Customers contact Contractor to start service, Contractor shall provide new Customers with the option of receiving this new Customer "How-to" packet through electronic mail. • Container Labels and Hot Stamps- Recyclables and Green Waste Containers shall carry stickers/labels and hot stamps as described in Sections 4.6.4.1.E and 4.6.4.3.B. • Billing Inserts -City may require Contractor to insert notices in Contractor's Billings four (4) times per year for each Customer type,Cart and Bin. Notices will be prepared and delivered to Contractor for insertion. Additionally, City may periodically request that Contractor include informative language directly on the invoices it sends. • Annual Brochures/Mailings- Not less than once per year during each Rate Year, Contractor shall prepare and distribute to each Customer a mailing to update Customers regarding program basics, program changes, holiday schedules and other service related information. Mailings should promote and explain: all Solid Waste and Recyclable Materials programs offered by City and Contractor (such as Recycling, Green Waste,Holiday Tree and Bulky Item Collections) described in detail; the environmental, regulatory, and other benefits of participating in Recycling; how to properly dispose of Household Hazardous Waste such as syringes,paint, etc.;Collection schedules, including holiday schedules;Customers service numbers; and the procedures to begin and terminate services. This brochure shall be at least four(4) pages, and printed in full color. Contractor is responsible for all associated costs. November 24, 2009 -72- City of Rancho Palos Verdes-EDCO • Corrective Action Notice- Contractor shall develop a corrective action notification form for use in instances where a Customer sets out inappropriate materials for Collection, that explains the appropriate manner for Disposal of such items. • Website - Contractor shall develop and maintain a website to enable Customers to contact Contractor and to display holiday schedules, proper HHW disposal procedures, which materials are to be placed in Recyclable Materials Containers and other useful information. Contractor's website will provide Customers the means of entering their address to easily determine what their new Collection day will be. • Newsletter- Contractor shall produce and distribute a localized edition of EDCO's quarterly "Environmental Times" to Customers. Customers that sign up for electronic Bill payment shall receive this newsletter by electronic mail. 5.3.3 Contractor Representative Contractor shall retain on its staff an individual who shall, as part of his or her job function, routinely visit civic groups, school assemblies,homeowners' associations, Multi-Family complexes and businesses, to promote and explain the Recycling and other programs Contractor offers, and participate in demonstrations, and civic events. 5.3.4 Community Events At the direction of City, Contractor shall participate in and promote Recycling and other Diversion techniques at community events and local activities. Such participation would normally include providing, without cost, Collection and educational and publicity information promoting the goals of City's Solid Waste and Recyclable Materials program. 5.4 Waste Generation/Characterization Studies Contractor acknowledges that City must perform Solid Waste and Recyclable Materials generation and Disposal characterization studies periodically to comply with the requirements of the Act. Contractor agrees to participate and cooperate with City and its agents and to accomplish studies and data collection and prepare reports, as needed and directed by City, to determine weights and volumes of Solid Waste and Recyclable Materials Collected and characterize Solid Waste and Recyclable Materials generated, November 24, 2009 -73- City of Rancho Pa/os Verdes-EDCO disposed, transformed, diverted or otherwise handled/processed, by Customer type (Cart, Bin), to satisfy the requirements of the Act. Contractor will at its sole expense conduct such a waste generation and characterization study upon request of City, but not more than once every two years. November 24, 2009 -74- City of Rancho Pa/os Verdes-EDCO ARTICLE 6 CONTRACTOR COMPENSATION AND RATES 6.1 General The maximum rates set forth in Exhibit 4, and as more fully defined as Contractor Compensation in this Article, shall be the maximum amount Contractor may charge Customers as full, entire and complete compensation due pursuant to this Agreement for all labor, equipment, materials and supplies, taxes, insurance, bonds, letters of credit, overhead, Disposal, transfer, profit and all other things necessary to perform all the services required by this Agreement in the manner and at the times prescribed. Contractor shall impose no other charges for services provided to Customers unless approved in advance in writing by the City Manager. Contractor shall not charge for Collection at Premises owned and/or operated by the City now and in the future. 6.3 Schedule of Future Adjustments Beginning with the Rate Year starting July 1, 2011 and ending on June 30, 2012 and for all subsequent Rate Years, Contractor may request an annual adjustment to the maximum rates shown in Exhibit 4. The Contractor shall submit its request in writing, to be received by City in Person or via certified mail or by other means approved by the City, by the preceding March 30, and shall be based on the method of adjustment described in Section 6.4. Failure to submit a written request by March 30 shall result in Contractor waiving the right to request such an increase for the subsequent Rate Year. Missed rate adjustments may not be added to rate adjustment applications in ensuing years. Adjustment to the maximum rates is subject to the approval of the City Council at a public hearing, although the Council's discretion shall be limited to determining, based on substantial evidence, whether the requested maximum rate adjustment meets the requirements as set forth herein. November 24, 2009 -75- City of Rancho Palos Verdes-EDCO 6.4 Method of Adjustments 6.4.1 General Pursuant to Section 6.3, the Contractor may request an adjustment to the maximum rates according to the method described below and the formulas shown in Exhibit 5, subject to review and approval of City. All future adjustments are to be effective July 1 of the same year. 6.4.2 Cost Components for Rate Adjustment Indices The approved rates consist of the following cost component categories. Each cost component may be adjusted by the change in the corresponding index below. See Section 6.4.3 for detailed rate adjustment procedures. Initial Weightings Cost Category - Rate Adjustment Factor Subtotal Total Service Component 73% Classification to be in effect as of the date the new rates go into effect(January 1st)under the Agreement between local haulers and Package and General Utility Drivers Local Union 396, Labor 29%. International(1) Producer Price Index WPU 0531,Fuels and related products and Fuel 8% .power,natural gas Producer Price Index,PCU336120336120,Heavy duty truck Equipment 21%, manufacturing Consumer Price Index for All Urban Consumers (CUUR0000SAOL1 E), all items less food and energy index -U.S. All Other 42%, city average Subtotal 100%, Disposal Component(2) 27% Actual change in Puente Hills green waste rate(new index to be Green Waste (3) actual selected after closure of Puente Hills Landfill,see Section 6.4.5) Transformation(3) actual.■ Actual change in gate rate at SERRF waste to energy facility Actual change in gate rate at Puente Hills Landfill(or Puente Hills Other Landfills (3) actual Transfer Station after closure of Puente Hills Landfill) O.C. Landfill >50%(4).. ,Actual change in Orange County Landfill System import rate Sub-total 100 Total 100% November 24, 2009 -76- City of Rancho Palos Verdes-EDCO (1) Under the agreement terminating September 30,2012, these rates are: Contract Date 4/01/10 4/01/11 4/01/12 Hourly Rate $20.15 $20.80 $21.80 Rate Adjustment Date n/a 7/01/11 7/01/12 Change to Labor Component n/a 3.2% 4.8% Comparable rates from subsequent labor agreements will similarly apply. If a subsequent labor contract has not been executed prior to a rate adjustment calculation, the percentage change in the labor cost component used in the prior year's adjustment calculation will be used. In the event that the estimated labor component change is higher or lower than the actual change after a new labor contract is executed, no compensation adjustment shall be provided for prior periods. (2) Annual increase in total disposal component(including Green Waste)in any one year shall be limited to no more than 10%,with non-permitted increases permitted to be applied to any subsequent year's increase to the extent the annual increase does not exceed 10%. (3) Annual increase in disposal component exclusive of disposal at the Orange County Landfill System is limited to no more than 10%, with non-permitted increases permitted to be applied to any subsequent year's increase to the extent the annual increase does not exceed 10%. (4) For rate adjustment purposes, for the term of Contractor's import agreement with the Orange County Landfill System, tonnage assumed to have been directed to the Orange County Landfill System shall be equal to the higher of actual tons directed or 50% of total Refuse and Green Waste tons. 6.4.3 Rate Adjustment Steps All rates will be adjusted using the same methodology and cost component weightings. See Exhibits 5A, 5B and 5C. Exhibit 5A,Step One-Calculate Percentage Change in Indices. Calculate the percentage increase or decrease in each index listed in Section 6.4.2. The increase or decrease in the published indices for fuel,equipment and all other (CPI, less food and energy) will be the change in the average annual published index between the calendar year ended the December prior to the Rate Year anniversary date and prior calendar year. Example disposal component calculations are included in Exhibit 5B and Exhibit 5C: November24, 2009 -77- City of Rancho Pa/os Verdes-EDCO Exhibit 5B, Step 1: Determine the average disposal cost per ton for non-Orange County Landfill disposal. Exhibit 5B, Step 2: Determine whether the change in the cost per ton of non- Orange County Landfill disposal exceeds the maximum allowable increase of 10%. If so,reduce the new non-Orange County Landfill disposal index to reflect no more than a 10% increase. Exhibit 5B, Step 3: Weight the cost at the Orange County Landfill System and non-Orange County Landfill cost based upon percentage of tonnage directed to each (subject to a 50% minimum to be assumed directed to the Orange County Landfill System). Exhibit 5B, Step 4: Determine whether the change in the total Disposal Component exceeds the maximum allowable overall increase of 10%. If so, reduce the new disposal index to reflect no more than a 10% increase. The resulting Average Cost Per Ton in Column P on Row 12 of Exhibit 5B will be the New Index Value used in Exhibit 5A. There may be multiple landfills used,and therefore multiple gate rates for which to calculate the percentage change, which shall be weighted by the number of tons disposed at each landfill. The change in Landfill and Green Waste Disposal indices shall be based upon the change between the per ton gate rates as of the effective date of the rate adjustment and 12 months prior. For example, the rate adjustment effective July 1, 2011 will reflect the change in the gate rate from July 1, 2010 to July 1,2011. There shall be no adjustment for changes in disposal rates prior to July 1, 2010. See Exhibit 5C to calculate the July 1, 2010 disposal component baseline for the July 1,2011 rate adjustment. Exhibit 5A,Step Two - i. Component Weightings: The first rate adjustment cost components as a percentage of service component costs and of total costs are provided in Section 6.4.2 above, with subsequent components calculated in Step Four of the rate adjustment example in Exhibit 5A. For Exhibit 5A, Step Two of each subsequent rate adjustment, use the cost components recalculated in Step Four during the previous rate adjustment. November 24, 2009 -78- City of Rancho Pa/os Verdes-EDCO ii. Service Component. Multiply the percentage changes for each rate adjustment service component by that component's weighting as a percentage of the service component and add these resulting percentages together to get the service component weighted change to the rates, subject to the service component increase cap. The annual change to the service component, calculated on row 11 of Exhibit 5, is capped at no more than a six percent(6%) increase per year. If the increase in any one year is higher than six percent(6%),the percentage increase not permitted may be added to any subsequent year's increase to the extent that a subsequent increase is below six percent(6%). ii. Disposal Component. The change in the disposal component is equal to the calculation on Row 5 of Exhibit 5A, Column C. iv. Combined Rate Adjustment. Multiply the permissible percentage changes for the combined service component and the disposal component, as determined on rows 13 and 14 in column G of the example rate adjustment calculation in Exhibit 5A, by the cost component weightings for the service and disposal components. Exhibit 5A, Step Three - Multiply the total weighted percent change from Step Two by the existing Customer rates to calculate the increase or decrease to the maximum rates. Add the rate increase or decrease to the existing rates to derive the newly adjusted rates. Exhibit 5A,Step Four- Recalculate weightings for the following year based upon these changes. 6.4.4 Government Fees New or increased Federal,State or locally imposed per ton disposal fee surcharges are excluded from the 10% per year disposal component increase caps. 6.4.5 Green Waste Index After the Puente Hills Landfill ceases to accept Green Waste, City and Contractor will mutually agree upon a replacement Green Waste index. If such an index cannot be agreed to, adjustments shall be based upon changes in Contractor's actual incremental cost to transport and dispose of Green Waste,and Contractor shall provide City with access to all data necessary to assist in determining actual costs. November 24, 2009 -79- City of Rancho Pa/os Verdes-EDCO 6.5 Extraordinary Adjustments Contractor may request in writing an adjustment to maximum rates other than that allowed under Section 6.3 in the event of extraordinary changes in the cost of providing service under this Agreement. Contractor may submit a request not more frequently than once every twelve months. Such changes shall not include changes in tipping fees for Refuse Disposal (beyond the change permitted in Section 6.3), or Recyclable Material or Green Waste processing costs, changes in the market value of Recyclables from the values assumed in Contractor's Proposal, inaccurate estimates by the Contractor of its proposed cost of operations, unionization of Contractor's work force, change in wage rates or employee benefits, or the inability of the Contractor to dispose of any or all Solid Waste at a selected landfill, including due to closure of the Disposal Site. The only exception that would permit an extraordinary adjustment based upon changes to the Refuse Disposal gate rate would be an increase in a direct per ton surcharge assessed at the Disposal Site by federal, state or local regulatory agencies after the Effective Date. Contractor is expected to comply with SCAQMD Rule 1193, and the Air Resource Board's emission standards as they may be approved for Refuse removal vehicles, as well as other Federal,State and local laws and regulations that may be enacted during the Term, with no additional compensation. Extraordinary rate adjustments shall only be effective after approval by City Council and may not be applied retroactively. For each request for an adjustment to the maximum rates that Contractor may charge Customers brought pursuant to this section Contractor shall prepare a schedule documenting the extraordinary costs. Such request shall be prepared in a form acceptable to City with support for assumptions made by Contractor in preparing the estimate. Contractor shall also submit a schedule showing how its total costs and total revenues have changed over the past three years for the services provided under this Agreement. City shall review the Contractor's request and, in City's sole judgment and absolute, unfettered discretion, make the final determination as to whether an adjustment to the maximum rates will be made, and, if an adjustment is permitted, the appropriate amount of the adjustment. City may consider increases or decreases in the Contractor's total revenues and total cost of services when reviewing an extraordinary rate adjustment request. November 24, 2009 -80- City of Rancho Palos Verdes-EDCO 6.6 Brush Clearing Tonnage Threshold Adjustment Customer rates are assumed to include the cost of processing up to 100 tons of brush (the "threshold") Collected per Section 4.4.3 per calendar year. In the event that the number of tons Collected during these brush clearing events in any one calendar year exceeds this 100 ton threshold, the threshold for subsequent calendar years will be set at this higher amount. The rate adjustment effective the July 1 following the calendar year in which the threshold was exceeded will include the annual cost to process the number of brush tons by which the threshold was exceeded, as follows: (new tonnage threshold-old tonnage threshold) x per ton brush processing rate(1)= Y Y :Current annual rate revenue = % increase to the annual rate adjustment(2) (1)The per ton brush processing rate per ton shall be$80.00 for rate adjustments based upon calendar year 2011 tonnage,and increased by CPI,less food and energy,annually thereafter. (2)As calculated in Section 6.4 above. Rate adjustments will only be made in this manner and apply to subsequent years;no adjustments shall be made for the actual year in which the threshold was exceeded. The threshold for subsequent calendar years and, if applicable, subsequent rate adjustments shall be the new, higher tonnage volume upon which the rate adjustment was based. This rate adjustment may be carried out at least three decimal points (to one-tenth of one percent). 6.7 Supporting Information Any request for an adjustment to the maximum rates made pursuant to Section 6.5 shall be accompanied by a copy of Contractor's certified annual financial statements prepared by a Certified Public Accountant, which shall have been prepared in compliance with Rule 58 of the "Rules and Regulations of the State Board of Accountancy," as established by the California Code of Regulations, Title 16, Chapter I. Such Certified Public Accountant shall be entirely independent of the Contractor and shall have no financial interest whatsoever in the business of Contractor. City may specify the form and detail of the financial statements. November 24, 2009 -81- City of Rancho Palos Verdes-EDCO ARTICLE 7 REVIEW OF SERVICES AND PERFORMANCE 7.1 Performance Review Meeting City may hold a meeting or a public hearing annually to review Contractor's Solid Waste and Recyclable Materials Collection efforts, source reduction, processing and other Diversion services and overall performance under this Agreement(the "Solid Waste Services and Performance Review Meeting"). The purpose of the Solid Waste Services and Performance Review Meeting is to provide for a discussion and review of technological, economic, and regulatory changes in Collection, source reduction, Recycling, processing and Disposal to achieve a continuing, advanced Solid Waste and Recyclable Materials Collection, source reduction and Recycling and Disposal system; and to ensure services are being provided by Contractor with adequate quality, effectiveness and economy, and in full compliance with the terms of this Agreement. Topics for discussion and review at the Solid Waste Services and Performance Review Meeting shall include, but shall not be limited to, services provided,feasibility of providing new services, application of new technologies, Customer complaints, amendments to this Agreement, developments in the law, new initiatives for meeting or exceeding the Act's goals, regulatory constraints, results of route audits, and Contractor performance. City and Contractor may each select additional topics for discussion at any Solid Waste Services and Performance Review Meeting. City shall notify Contractor of its intent to hold a Solid Waste Services and Performance Review Meeting at least sixty (60) days in advance thereof. Thirty (30) days after receiving notice from City of a Solid Waste Services and Performance Review Meeting, Contractor shall submit a report to City which may contain such information as it wishes to have considered, and shall contain the following: a) Current Diversion rates and a report on Contractor's outreach activities for the past year. b) Recommended changes and/or new services to improve City's ability to meet the goals of the Act and to contain costs and minimize impacts on rates. A specific plan for the Act compliance shall be included. c) Any specific plans for provision for new or changed services by Contractor. November 24, 2009 -82- City of Rancho Palos Verdes-EDCO d) Reports on Customer complaints. The reports required by this Agreement regarding Customer complaints shall be used as one basis for review of Contractor's performance, and Contractor may submit other relevant performance information and reports for consideration at the Solid Waste Services and Performance Review Meeting. In addition to the above, City may request Contractor to submit any other specific c information relating to its performance for consideration at the Solid Waste Services and Performance Review Meeting, and any Customer may submit comments or complaints during or before the Meeting, either orally or in writing. Contractor shall be present at and participate in the Solid Waste Services and Performance Review Meeting. As a result of its findings following any Solid Waste Services and Performance Review Meeting, City may require Contractor to provide expanded or new services within a reasonable time and City may direct or take corrective actions for any performance inadequacies (although nothing contained in this provision should be construed as requiring City to hold a Solid Waste Services and Performance Review Meeting in order to enforce any rights or remedies it has pursuant to the terms hereof.) Should City require expanded or new services as a remedy for Contractor's failure to perform its obligations hereunder, no additional compensation shall be due for such services. Otherwise, any new or expanded services required of Contractor shall be subject to the provisions of Section 2.10.1. November 24, 2009 -83- City of Rancho Palos Verdes-EDCO ARTICLE 8 RECORDS, REPORTS AND INFORMATION REQUIREMENTS 8.1 General Contractor shall maintain such accounting, statistical and other records related to its performance under this Agreement as shall be necessary to develop the financial statements and other reports required by this Agreement. Also, Contractor agrees to conduct data collection,information and record keeping,and reporting activities needed to comply with Applicable Laws and regulations and to meet the reporting and Solid Waste and Recyclable Materials program management needs of City. To this extent, such requirements set out in this Agreement shall not be considered limiting or necessarily complete. In particular, this Article is intended to only highlight the general nature of records and reports and is not meant to exactly or comprehensively define the scope and content of the records and reports. Further,with the written direction or approval of City, the records and reports to be maintained and provided by Contractor in accordance with this Agreement shall be adjusted in number,format,or frequency. Contractor shall maintain all records necessary to allow the City to determine Contractor's compliance with the terms of this Agreement and compliance with the performance standards presented in this Agreement. The records shall be maintained in a manner that allows for easy verification of Contractor's performance. 8.2 Records 8.2.1 General Contractor shall maintain records required to conduct its operations, to support requests it may make to City, and to respond to requests from City in the conduct of City business. Adequate record security shall be maintained to preserve records from events that can be reasonably anticipated such as a fire, theft and earthquake. Electronically maintained data/records shall be protected,backed up and stored at a separate site from the original data. All records shall be maintained for five (5)years, and shall continue to be available for five (5)years after the expiration of this Agreement, unless a shorter retention period is specifically provided in this Agreement November24, 2009 -84- City of Rancho Pa/os Verdes-EDCO (e.g.,Section 5.2.2"Complaint Documentation"). After minimum holding periods are met, Contractor will notify City 90 days before destroying records. Contractor agrees that the records of any and all companies conducting operations addressed in this Agreement shall be provided or made available to City and its official representatives during normal business hours. Account histories shall be accessible to the City by computer for a minimum of five (5)years. City may review or utilize any of the records described in this section for any purpose whatsoever. Such records include, but are not limited to,financial,Solid Waste and Recyclable Materials,CERCLA and Disposal records. 8.2.2 Financial Records Contractor shall maintain financial records relating to its operations pursuant to this Agreement separate and segregated from such records relating to its other operations. Contractor shall maintain at least the following records: • Audited financial statements for Contractor; • Financial statements of revenue and expense for this Agreement segregated from the other operations of Contractor (including without limitation those operations of Contractor in Service Area 2 and surrounding jurisdictions which are not covered by this Agreement),including a description of segregation methodology (City may require this information to be at least complied if requested under Section 6.7 or 8.3.5); and, • Complete descriptions of related party transactions (corporate and/or regional management fees, inter-company profits from transfer,processing or Disposal operations). 8.2.3 Solid Waste and Recyclable Materials Records Contractor shall maintain and make available to the City upon request the following records relating to its operations pursuant to this Agreement a) Customer services and Billing/Service Area 1 payment records; November24, 2009 -85- City of Rancho Pa/os Verdes-EDCO b) Records of tons Collected,processed, diverted and disposed by waste stream (Refuse, Recycling,Green Waste),by Customer type (Cart, Bin), and the Facilities (Transfer Station, MRF, Transformation Facility or landfill)where such material was taken; c) Quantity of Recyclable Materials recovered by material type, as well as quantity of material diverted from landfills in compliance with the Act; d) Bulky Item results and Special Event tonnages, including tons disposed and diverted; e) Routes; 0 Facilities, equipment and personnel used; g) Facilities and equipment operations, maintenance and repair; h) Number and type of Refuse, Recycling and Green Waste Containers in service; i) Complaints; and, j) Missed pickups. 8.2.4 CERCLA Defense Records City views the ability to defend against actions arising under the Comprehensive Environmental Response, Compensation and Liability Act(CERCLA) and related litigation as a matter of great importance. For this reason,City regards the ability to prove where Solid Waste Collected in Rancho Palos Verdes was taken for Disposal,as well as where it was not taken, to be matters of concern. Contractor shall maintain data retention and preservation systems which can establish where Solid Waste Collected in Service Area 1 was landfilled (and therefore establish where it was not landfilled), as well as where Recyclable Materials and Green Waste Collected in Service Area 1 were taken for processing and where any residual Refuse was taken for Disposal,for not less than five (5)years following the termination of this Agreement, and agrees to notify City's Risk Administrator and City Attorney at least ninety (90) days before destroying such records thereafter. At any time,including after the expiration of the Term hereof, Contractor shall provide copies of such records to City within fifteen(15) days of City's request for such records. Records shall be in chronological and organized form and November24, 2009 -86- City of Rancho Pa/os Verdes-EDCO readily and easily interpreted. The requirements of this section shall survive the expiration of the Term. 8.2.5 Other Programs' Records Records for other programs shall be tailored to specific needs. In general, they shall include: a) Plans, tasks, and milestones; and, b) Accomplishments in terms such as dates, activities conducted, quantities of products used, produced or distributed, and numbers of participants and responses. 8.2.6 Audit City may conduct an audit of Contractor at any time. The scope of the audit, and auditing party, will be determined by City and the scope may include,but is not limited to, compliance with terms of this Agreement, Customer service levels and Billing,fee payments, Gross Receipts, tonnage, and verification of Diversion rate. The first audit, to be performed during 2012, will be based on the Contractor's reports and records from July 12010 through calendar year 2011. Audits will be performed every third year thereafter, (e.g., the audit performed during 2015 will be based upon revenue from calendar year 2014). Contractor will reimburse to the City the cost of such audits (including audits conducted by City staff) up to$60,000 for the first audit, and $25,000 for each subsequent audit in 2012 dollars. The $25,000 amount shall be increased annually by the change in CPI using the formula for the change in the service component of the rates in Section 6.4. Costs incurred by Contractor for conducting its own route audits, as required under this Agreement, are not included as part of this audit cost. Should an audit conducted or authorized by the City disclose that fees payable by Contractor were underpaid by two percent(2%) or more, that tonnage was mis- reported by 2% or more, or that more than two percent(2%) of the Customers were inaccurately billed based on the auditor's sampling,for the period under review, City may expand the scope of the audit and also recover additional audit costs from the Contractor. November 24, 2009 -87- City of Rancho Palos Verdes-EDCO 8.2.7 Payments and Refunds Should an audit disclose that fees payable by the Contractor were underpaid or that Customers were overcharged for the period under review, Contractor shall pay to City any underpayment of fees and/or refund to Contractor's Customers or to City, as directed by City, any overcharges within thirty (30) days following the date of the audit. Contractor shall pay interest to the City for any underpayment or overcharges at an annual rate of 12%. Undercharges shall not be billed in arrears for more than six(6) months of service, with any remaining undercharges absorbed by Contractor. Should an audit disclose that fees were overpaid,City shall credit such amounts against future fees payable by Contractor. 8.3 Reports 8.3.1 Report Formats and Schedule Records shall be maintained in forms and by methods that facilitate flexible use of data contained in them to structure reports,as needed. Reports are intended to compile recorded data into useful forms of information that can be used to, among other things: a) Determine and set rates and evaluate the financial efficacy of operations; b) Evaluate past and expected progress towards achieving the Act goals and objectives; c) Determine needs for adjustment to programs; and, d) Evaluate Customer service and complaints. Contractor may propose report formats that are responsive to the objectives and audiences for each report. The format of each report shall be approved by City. In addition to submitting all reports on paper, Contractor agrees to submit all reports in an electronic format approved by City,compatible with City's software/computers at no additional charge. Reports shall be submitted within thirty (30) calendar days after the end of the reporting period. Annual reports for which a date is not otherwise specified in this Agreement shall be submitted within thirty (30) calendar days after the end of the November 24, 2009 -88- City of Rancho Palos Verdes-EDCO calendar year. If requested,Contractor's complaint summary, described in Section 5.2.2, shall be sent to the City Manager within five (5) Working Days of request. All reports shall be submitted to: City Manager (or designated representative) City of Rancho Palos Verdes 30940 Hawthorne Blvd. Rancho Palos Verdes,CA 90275 8.3.2 Monthly Reports The information listed below shall be the minimum reported for the preceding month: a) Warning notices issued for contaminated Recyclable Materials and Green Waste Containers. 8.3.3 Quarterly Reports Quarterly Report should contain at a minimum the information required in the monthly report and include the following: a) Solid Waste and Recyclable Materials Collected by Contractor for each month, sorted by type of Solid Waste Collected and diverted (Refuse, Construction and Demolition Waste,Green Waste) or Recyclable Materials in tons (including contamination and Diversion rates for each waste stream and Customer type), Customer type (Cart,Bin) and identifying by tonnage and type the Facilities where the Solid Waste or Recyclable Materials were processed or disposed. b) Quantity of Recyclable Materials recovered by material type,as well as quantity of material diverted from landfills in compliance with the Act; c) Gross Receipts by sector (Cart, Bin). d) Narrative summary of problems encountered(including scavenging) and actions taken with recommendations for City,as appropriate. e) Materials Sales. Sales statement showing: kinds of material, quantity sold (in tons), and materials rejected for sale. 0 Complaint summary for the quarter summarized by nature of complaints. November 24, 2009 -89- City of Rancho Pa/os Verdes-EDCO g) Description of Contractor outreach activities and copies of promotional and public education materials sent during the quarter. h) Other information or reports that City may reasonably request or require. 8.3.4 Annual Report The Annual Report is to be essentially in the form and content of the quarterly reports, but shall also include: a) A summary of the number of accounts and of Containers in service as of December 31 by size(number of gallons,number of yards),sector (Cart, Bin), service frequency, and type of service(Refuse, Recyclable Materials, Green Waste, Construction and Demolition Waste). b) Records of tons Collected, processed, diverted and disposed by waste stream (Refuse, Recycling,Green Waste), by Customer type (Cart, Bin), and the Facilities (Transfer Station, MRF, or landfill)where such material was taken; c) Gross Receipts by sector (Cart, Bin). d) A complete inventory of vehicles used to provide all services,including make, year, type,fuel used, use,California license number and whether or not it is used as a spare. e) Documentation of compliance with all applicable air pollution control laws for each vehicle. 0 A summary of the number of Containers by size (number of gallons,number of yards) and type of service (Refuse, Recyclable Materials, Green Waste). g) General information about the Contractor and its most recent annual report. h) Copy of Hazardous Waste Diversion records showing types and quantities,if any, of Hazardous Waste that was inadvertently Collected, but diverted from landfilling. i) Number of routes and route hours per day by type of service as of December 31. j) Operations plan outlining the Collection routes, intervals of Collection and Collection times for all materials Collected under this Agreement. k) Documentation supporting that calendar year's Diversion rate. 1) Other information or reports that City may reasonably request or require. November24, 2009 -90- City of Rancho Pa/os Verdes-EDCO 8.3.5 Financial Report The City may, at City's option, request and be provided with Contractor's financial reports for the most recently completed fiscal year in connection with any audit, extraordinary rate adjustment request, or verification of other information required under this Agreement. Contractor shall be required to provide the City with its audited financial statements only in the event that Contractor requests an extraordinary rate adjustment under Section 6.5. City and Contractor agree to use reasonable efforts to protect the confidential nature of the Audited Financial Statements, subject to the provisions of Section 12.16. Financial statements shall include a supplemental combining schedule showing Contractor's results of operations, including the specific revenues and expenses in connection with the operations provided for in this Agreement, separated from others included in such financial statements. The financial statements and footnotes shall be prepared in accordance with generally accepted accounting principles (GAAP) and audited, in accordance with generally accepted auditing standards (GAAS) by a certified public accountant(CPA) licensed (in good standing) to practice public accounting in the State of California as determined by the State of California Department of Consumer Affairs Board of Accountancy. The cost for preparation of the financial statements and audit shall be borne by Contractor as a direct cost of service. In addition, Contractor shall provide to City the supplemental schedule on a compiled basis. 8.4 Reporting Adverse Information Contractor shall provide City two copies (one to the City Manager, one to the City Attorney) of all reports, pleadings, applications,notifications, Notices of Violation, communications or other material relating in any way to Contractor's performance of services pursuant to this Agreement, submitted by Contractor to, or received by Contractor from, the United States, California Environmental Protection Agency, the California Integrated Waste Management Board, the Securities and Exchange Commission or any other federal, state or local agency, including any federal or state court. Contractor need not submit routine traffic and parking violations. Copies shall be submitted to City within thirty (30) days of receipt by Contractor, or sooner if reasonably apparent that to do so is materially relevant, and any responses by Contractor shall be submitted to City simultaneously with Contractor's filing or November 24, 2009 -91- City of Rancho Pa/os Verdes-EDCO submission of such matters with these agencies. Contractor's routine correspondence to these agencies need not be routinely submitted to City,but shall be made available to City promptly upon City's written request. 8.5 Right to Inspect Records City shall have the right to inspect or review the specific documents or records required expressly or by inference pursuant to this Agreement, or any other similar records or reports of Contractor or its Affiliates that City shall deem,in its sole discretion, necessary to evaluate annual reports, compensation applications provided for in this Agreement and Contractor's performance provided for in this Agreement. Contractor shall make all records and documents to be reviewed and inspected by City as a part of any audit or other record review conducted by City,available for City's review, inspection and copying within five (5) days of receiving written notice from City requesting the same. 8.6 Failure to Report The refusal or failure of Contractor to file any required reports,or to provide required information to City, or the inclusion of any materially false or misleading statement or representation by Contractor in such report shall be deemed a material breach of this Agreement as described in Section 11.1 and shall subject Contractor to all remedies which are available to the City under this Agreement or otherwise. November24, 2009 -92- City of Rancho Palos Verdes-EDCO ARTICLE 9 INDEMNIFICATION, INSURANCE, BOND AND LETTER OF CREDIT 9.1 Indemnification Contractor hereby agrees to and shall indemnify and hold harmless Indemnitees from and against any and all loss, liability, penalty, damage, costs and fees (including but not limited to all fees and charges of engineers, architects, attorneys and other professionals as well as all Court or other dispute resolution costs, and costs of exhibits, reports and other similar defense expenses),forfeiture, claim, demand, action, proceeding or suit in law or equity of any and every kind and description (including, but not limited to, injury to and death of any Person and damage to property, or for contribution or indemnity claimed by third parties) arising or resulting from and in any way connected with (1) the negligence or willful misconduct or intentional acts or omissions of Contractor, its officers, employees, agents,contractors and/or subcontractors in performing services under this Agreement; (2) the failure of Contractor, its officers, employees, agents, representatives, contractors and/or subcontractors to comply in all respects with the provisions of this Agreement, Applicable Laws (including,without limitation, the Environmental Laws), ordinances and regulations, and/or applicable permits and licenses; (3) the acts of Contractor, its officers, employees, agents, representatives, contractors and/or subcontractors in performing services under this Agreement for which strict liability is imposed by law (including, without limitation, the Environmental Laws). The foregoing indemnity shall apply to any such loss, liability, penalty, damage, cost, forfeiture, claim, demand, action, proceeding, suit, injury, death or damage, except that which is caused solely by the negligence or willful misconduct of the Indemnitees', provided such willful misconduct or negligence is determined by agreement between the parties or by the findings of a court of competent jurisdiction. In instances where an Indemnitee is determined by agreement between the parties or by the findings of a court of competent jurisdiction to have engaged in willful misconduct or been negligent and where the Indemnitees' willful misconduct or negligence accounts for only a percentage of the liability involved, the obligation of Contractor under this Section 9.1 will be for that entire portion or percentage of liability not attributable to the willful misconduct or negligence of the Indemnitee(s). Contractor further agrees to and shall, upon demand of City, at Contractor's sole cost and expense, defend (with attorneys acceptable to City) the Indemnitees against any November 24, 2009 -93- City of Rancho Palos Verdes-EDCO claims, actions, suits in law or equity or other proceedings,whether judicial, quasi- judicial or administrative in nature, arising or resulting from any of the aforementioned events, and to reimburse City for any and all costs and expenses City incurs in providing any such defense, either before, during or after the time Contractor elects to provide such defense, including any and all costs incurred in overseeing any defense to be provided herein by Contractor. Contractor, upon demand of City, made by and through the City Attorney, shall protect City and appear in and defend the Indemnitees in any claims or actions by third parties, whether judicial, administrative or otherwise,including,but not limited to disputes and litigation over the definitions of"Solid Waste" or "Recyclable Materials," the scope of the rights granted herein,conflicts between the rights granted herein and rights asserted by other Persons, or the limits of City's authority with respect to the grant of licenses, or agreements, exclusive or otherwise, or asserting rights under the United States or California Constitutions or any federal or state law to provide Solid Waste and Recyclable Materials Handling Services in the Service Area. THE PROVISIONS OF THIS SECTION SHALL NOT TERMINATE OR EXPIRE, SHALL BE GIVEN THE BROADEST POSSIBLE INTERPRETATION AND SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. 9.2 Hazardous Substances Indemnification A. Without regard to any insurance coverage or requirements, and without limiting the above general indemnification obligation in any way, Contractor specifically agrees to and shall, to the maximum extent permitted by law, defend (with counsel acceptable to City), reimburse, indemnify, and hold harmless the Indemnitees from and against any and all claims, actions, liabilities, damages, demands,judgments, losses, costs, liens, expenses, suits, actions, attorneys' fees, consultant fees, penalties and any and all other losses, damages, fees and expenses of whatever kind or nature ("Claims") (including but not limited to response costs, investigative costs, assessment costs, monitoring costs, treatment costs, clean-up costs, removal costs, remediation costs, and similar costs, damages and expenses) that arise out of or are alleged to arise out of or in any way relate to any action,inaction or omission of Contractor that November 24, 2009 -94- City of Rancho Pa/os Verdes-EDCO 1. results in any demand, claim,notice, order, or lawsuit, asserting that any Indemnitee is liable,responsible or in any way obligated to investigate, assess, monitor, study, test, treat,remove, remediate, or otherwise clean-up, any Hazardous Contaminant(as defined herein); or 2. relates to material Collected, transported, recycled, processed, treated or disposed of by Contractor. B. Contractor's obligations pursuant to this section shall apply,without limitation, to: 1. any Claims brought pursuant to or based on the provisions of any Environmental Law; 2. any Claims based on or arising out of or alleged to be arising out of the ownership, use,lease, sale, design,construction, maintenance or operation of Contractor of any Facility; 3. any Claims based on or arising out of or alleged to be arising out of the marketing, sale, distribution, storage, transportation, Disposal, processing or use of any materials recovered by Contractor; 4. any Claims based on or arising out of or alleged to be arising out of any breach of any express or implied warranty, representation or covenant arising out of or in connection with this Agreement. C. The foregoing indemnity and defense obligations shall apply irrespective of the negligence or willful misconduct of Contractor or any Affiliate of Contractor. D. For purposes of this section, the term "Hazardous Contaminant" shall mean any Hazardous Substance, any Hazardous Waste, any crude oil or refined or unrefined petroleum product or any fraction or derivative thereof; and any asbestos or asbestos- containing material. The term "Hazardous Contaminant" shall also include any substances added by any and all amendments to any Environmental Laws defining the terms in the prior sentence, whether made before or after the date of execution of this Agreement. E. In the event that the City exercises its right in writing under Section 4.8 to direct Contractor to use a Disposal Site other than a site approved in this Agreement, and that November 24, 2009 -95- City of Rancho Palos Verdes-EDCO site is not owned or operated by Contractor, this indemnification shall not apply for the tonnage directed by the City to this Disposal Site. F. THE PROVISIONS OF THIS SECTION SHALL NOT TERMINATE OR EXPIRE, SHALL BE GIVEN THE BROADEST POSSIBLE INTERPRETATION AND SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. 9.3 Indemnification For Failure to Meet Diversion Requirements; Guarantee A. To the extent authorized by law, Contractor agrees to indemnify and hold harmless City from and against all fines and/or penalties imposed by the California Integrated Waste Management Board in the event the source reduction and Recycling goals or any other requirement of the Act are not met by City with respect to the waste stream Collected under this Agreement. B. Contractor warrants and represents that it is familiar with City's waste characterization study as set forth in City's Source Recovery and Recycling Element (SRRE), and that it has the ability to and will provide sufficient programs and services to ensure City will meet or exceed the Diversion requirements (including, without limitation,amounts of Solid Waste to be diverted, time frames for Diversion, and any other requirements) set forth in the Act,with respect to that portion of the Solid Waste and Recyclable Materials generated in Service Area 1 that is the subject of this Agreement. C. Contractor agrees to protect and defend Indemnitees with counsel selected by Contractor and approved by City, to pay all costs and fees(including, without limitation,fees and charges of engineers, architects, attorneys and other professionals, and costs of exhibits, reports and other similar defense expenses) and to indemnify and hold Indemnitees harmless from and against all fines or penalties imposed by the California Integrated Waste Management Board if the Diversion goals specified in California Public Resources Code Section 41780 as of the date hereof and hereafter throughout are not met by the City with respect to the Solid Waste and Recyclable Materials Collected by Contractor and if the lack in meeting such goals are attributable to the failure of the Contractor to implement and operate the Recycling or Diversion programs or undertake the related activities required by this Agreement. November 24, 2009 -96- City of Rancho Palos Verdes-EDCO 1 9.4 Insurance Contractor shall procure and maintain during the entire Term of this Agreement the following types of insurance, and shall maintain the following minimum levels of coverage, which shall apply to any claims which may arise from or in connection with Contractor's performance hereunder or the actions or inactions of any of Contractor's officers, agents, representatives, employees, or subcontractors in connection with Contractor's performance. The insurance requirements hereunder in no way limit Contractor's various defense and indemnification obligations, or any other obligations as set forth herein. A. Minimum Scope of Insurance. Coverage shall be at least as broad as: 1. Insurance Services Office Commercial General Liability form CG 00 01, or current equivalent as approved by the Insurance Services Office. 2. Insurance Services Office form number CA 00 01 covering Automobile Liability, code 1 "any auto" and endorsement CA 00 25. 3. Workers' Compensation insurance as required by the Labor Code of the State of California and Employers Liability insurance. B. Minimum Limits of Insurance. Contractor shall maintain in force for the Term limits no less than: 1. Comprehensive General Liability: Ten Million Dollars ($10,000,000) limit aggregate and Five Million Dollars ($5,000,000) limit per occurrence for bodily injury, personal injury and property damage. 2. Automobile Liability: Ten Million Dollars ($10,000,000) limit aggregate and Five Million Dollars ($5,000,000) limit per accident for bodily injury and property damage. 3. Environmental Impairment Liability: Three Million Dollars ($3,000,000) limit aggregate. 4. Workers' Compensation and Employers Liability: Workers' compensation limits as required by the Labor Code of the State of California or provide November 24, 2009 -97- City of Rancho Pa/os Verdes-EDCO I I evidence of State approval to be self-insured and Employers Liability limits of$1,000,000 per accident. 5. Crime Insurance Policy/Fidelity Bond: Contractor shall secure and maintain during the life of this contract a blanket fidelity bond or proof of crime insurance policy from a company doing business in the State of California on all personnel in its employment. The bond or policy shall be issued in the amount of at least$1,000,000 per occurrence. Said bond shall protect City from any losses sustained through any fraudulent or dishonest act or acts committed by any employees of the provider and subcontractors, if any. Proof of coverage must be submitted to City within 60 calendar days after execution of the contract and prior to the delivery of services. Proof of the fidelity bond or crime insurance policy shall be submitted to the agency annually during the contract renewal period. C. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by City,which approval shall not be unreasonably withheld. If,in the reasonable opinion of the City, Contractor does not have sufficient financial resources to protect the City from exposure with respect to any deductibles or self-insured retentions, at the option of City, either: the insurer shall reduce or eliminate such deductibles or self-insured retention's as respects City, its officials, employees and agents; or Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. D. Other Insurance Provisions. The policies are to contain, or be endorsed to contain, the following provisions: 1. General Liability and Automobile Liability Coverages a) City, its elective and appointive boards, commissions, officials, employees, agents and volunteers are to be named as additional insureds as respects: liability arising out of activities performed by or on behalf of Contractor; products and completed operations of Contractor; Premises owned,leased or used by Contractor; or vehicles owned, leased, hired or borrowed by Contractor. The coverage shall contain no special limitations on the scope of November 24, 2009 -98- City of Rancho Palos Verdes-EDCO protection afforded to City, its elective and appointive boards, commissions, officials, employees, agents or volunteers. b) Contractor's insurance coverage shall be primary insurance as respects City, its elective and appointive boards, commissions, officials, employees, agents and volunteers. Any insurance or self- insurance maintained by City,its officials, elective and appointive boards, commissions, employees, agents or volunteers shall be excess of Contractor's insurance and shall not contribute with it. c) Any failure to comply with reporting provisions of the policies shall not affect coverage provided to City,its officials, elective and appointive boards, commissions, employees,agents or volunteers. d) Coverage shall state that Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 2. Workers' Compensation and Employers Liability Coverage-The insurer shall agree to waive all rights of subrogation against City, its officials, elective and appointive boards, commissions, employees, agents and volunteers for losses arising from work performed by Contractor for City. 3. All Coverages-Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended,voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to City. E. Acceptability of Insurers. The insurance policies required by this section shall be issued by an insurance company or companies authorized to do business in the State of California and with a rating in the most recent edition of Best's Insurance Reports of size category VII or larger and a rating classification of A or better. F. Verification of Coverage. Simultaneously with the execution of this Agreement, Contractor shall furnish City certificates of each policy of insurance required hereunder, in form and substance satisfactory to City. The certificates and endorsements for each insurance policy are to be signed by a Person authorized by that insurer to bind November 24, 2009 -99- City of Rancho Palos Verdes-EDCO 1 coverage on its behalf. Such certificates shall show the type and amount of coverage, effective dates and dates of expiration of policies and shall have all required endorsements. The certificates and endorsements are to be on forms provided by or acceptable to City and are to be received and approved by City before work commences. If City requests, copies of each policy, together with all endorsements, shall also be promptly delivered to City. Renewal certificates will be furnished periodically to City to demonstrate maintenance of the required coverage throughout the Term. G. Contractors and Subcontractors. Contractor shall include all contractors and subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each contractor and subcontractor. All coverages for contractors and subcontractors shall be subject to all of the requirements stated herein. H. Required Endorsements 1. Insurance policies shall contain an endorsement in substantially the following form: "Thirty (30) days prior written notice by certified mail, return receipt requested, shall be given to City in the event of cancellation, reduction in coverage, or non-renewal of this policy. Such notice shall be sent to: City Manager City of Rancho Palos Verdes 30940 Hawthorne Blvd. Rancho Palos Verdes, CA 90275 2. "City, its public officials, officers, employees,consultants, agents, volunteers, and independent contractors serving in the role of City officials are additional insureds on this policy." 3. "This policy shall be considered primary insurance as respects any other valid and collectible insurance maintained by City, including any self- insured retention or program of self-insurance, and any other such insurance shall be considered excess insurance only." November 24, 2009 -100- City of Rancho Palos Verdes-EDCO 4. "Inclusion of City as an insured shall not affect City's rights as respects any claim, demand, suit or judgment brought or recovered against Contractor. This policy shall protect Contractor and City in the same manner as though a separate policy had been issued to each,but this shall not operate to increase Contractor's liability as set forth in the policy beyond the amount shown or to which Contractor would have been liable if only one party had been named as an insured." I. Other Insurance Requirements 1. In the event any services are delegated to another company or subcontractor, Contractor shall require such Contractor or subcontractor to provide statutory workers' compensation insurance and employer's liability insurance for all of the Contractor or subcontractor's employees engaged in the work in accordance with this Section 9.4. The liability insurance required by this Section 9.4 shall cover all Contractor or subcontractors or the Contractor or subcontractor must furnish evidence of insurance provided by it meeting all of the requirements of this Section 9.4. 2. Contractor shall comply with all requirements of the insurers issuing policies. The carrying of insurance shall not relieve Contractor from any obligation under this Agreement. If any claim exceeding the amount of any deductibles or self-insured reserves is made by any third Person against Contractor or any Contractor or subcontractor on account of any occurrence related to this Agreement, Contractor shall promptly report the facts in writing to the insurance carrier and to City. If Contractor fails to procure and maintain any insurance required by this Agreement, City may take out and maintain, at Contractor's expense, such insurance as it may deem proper and deduct the cost thereof from any moneys due Contractor. 9.5 Faithful Performance Bond Concurrently with execution of this Agreement, Contractor shall deliver to City a performance bond in the sum of the amount of One Million Seven Hundred Thousand Fifty Dollars ($1,750,000), similar in form to that attached hereto as Exhibit 8, which November 24, 2009 -101- City of Rancho Palos Verdes-EDCO secures the faithful performance of this Agreement, including, without limitation, payment of any penalty and the funding of any work to cure a breach of this Agreement, unless such requirement is waived by the City Manager. The performance bond shall be executed by a surety company licensed to do business in the State of California,having an A: VII or better rating, and approved by the City; and included on the list of surety companies approved by the Treasurer of the United States. The bond shall contain the original notarized signature of an authorized officer of the surety and affixed thereto shall be a certified and current copy of his or her power of attorney. The bond shall be unconditional and remain in force during the entire Term, and during the continuation period after the Term as provided in Section 9.9. 9.6 Faithful Performance Letter of Credit In addition the performance bond required by Section 9.5 above, Contractor shall furnish an irrevocable letter of credit in the amount of Two Hundred Fifty Thousand Dollars ($250,000),from a financial institution acceptable to the City and in a form acceptable to the City Attorney as security for the performance of this Agreement(the "LOC"). The LOC shall be the sole responsibility of Contractor. The LOC shall be remain in force during the entire Term, and during the continuation period after the Term as provided in Section 9.9. The LOC shall be released within thirty (30) days after both (i) the expiration of the continuation period provided in Section 9.9, or upon the earlier termination hereof; and (ii) Contractor's satisfactory performance of all obligations hereunder. 9.7 Forfeiture of Performance Bond In the event Contractor shall for any reason become unable to, or fail in any way to, perform as required by this Agreement,City may declare a portion or all of the performance bond which is necessary to recompense and make whole the City forfeited to the City. Upon partial or full forfeiture of the performance bond,Contractor shall restore the performance bond to its face amount within thirty (30) days of the City's declaration. Failure to restore the performance bond to its full amount within thirty (30) days shall be a material breach of this Agreement. November24, 2009 -102- City of Rancho Pa/os Verdes-EDCO 9.8 Forfeiture of Letter Of Credit Thirty (30) days following City providing Contractor with written notice of its failure to pay City any amount owing under this Agreement, City may draw upon the LOC for purposes including,but not limited to: a. Payment of sums due under the terms of this Agreement which Contractor has failed to timely pay to City b. Reimbursement of costs borne by City to correct violations of this Agreement not corrected by Contractor, including but not limited to the liquidated damages described in Section 11.3. City may draw upon the entire LOC and convert it to a cash deposit if Contractor fails to cause the LOC to be extended or replaced with another satisfactory letter of credit no later than 60 days prior to its expiration during the term hereof. 9.9 Performance Security Beyond Service Term Some Agreement requirements extend beyond the Term and other requirements, such as minimum Diversion rates per Section 4.3.6,will not be substantiated until after the final service date. Therefore, the Contractor shall not terminate the performance bond or letter of credit, and will renew them to ensure continuous availability to the City, until receiving a written release from the City. Any performance bond or letter of credit will automatically expire at the end of 36 months after the end of the Term. Permission from the City to discontinue holding these performance securities does not relieve Contractor of payments to the City that may be due, or may become due. November24, 2009 -103- City of Rancho Pa/os Verdes-EDCO ARTICLE 10 CITY'S RIGHT TO PERFORM SERVICE 10.1 General In the event that Contractor, for any reason whatsoever, fails, refuses or is unable to Collect, Recycle,process, transport or dispose of any or all Solid Waste or Recyclable Materials as required by this Agreement, at the time and in the manner provided in this Agreement, for a period of more than forty-eight(48) hours, and if, as a result thereof, Solid Waste should accumulate in Service Area 1 to such an extent,in such a manner, or for such a time that such accumulation endangers or menaces the public health, safety or welfare, then City shall have the right, but not the obligation, (1) to perform, or cause to be performed, such services itself with its own or other personnel without liability to Contractor; and/or (2) to take possession of any or all of Contractor's land, equipment and other property used or useful in the Collection and transportation of Solid Waste and Recyclable Materials, and to use such property to Collect and transport any Solid Waste and Recyclable Materials generated within Service Area 1 which Contractor would otherwise be obligated to Collect, transport and properly dispose of or process pursuant to this Agreement. Notice of City's determination to effect its rights under this Section may be given orally by telephone to Contractor at its principal office and shall be effective immediately. Written confirmation of such oral notification shall be sent to Contractor within twenty- four (24) hours of the oral notification. Contractor further agrees that in such event: A. It will take direction from City to effect the transfer of possession of equipment and property to City for City's use, or for use by any Person or entity designated by the City. B. It will, if City so requests, keep in good repair and condition all of such equipment and property, provide all motor vehicles with fuel, oil and other service, and provide such other service as may be necessary to maintain this property in operational condition. November 24, 2009 -104- City of Rancho Palos Verdes-EDCO C. City may immediately engage all or any personnel necessary or useful for the Collection and transportation of Solid Waste and Recyclable Materials,including, if City so desires,employees previously or then employed by Contractor. Contractor further agrees, if City so requests, to furnish City the services of any or all management or office Personnel employed by Contractor whose services are necessary or useful for Solid Waste and Recyclable Materials Collection, transportation, processing and Disposal operations and for the Billing and Collection of fees for these services. City agrees that it assumes responsibility for the proper and normal use of such equipment and facilities while in its possession. If the interruption or discontinuance in service is caused by any of the reasons listed in Section 11.4, City shall pay to Contractor the reasonable rental value of the equipment and facilities, possession of which is taken by City, for the period of City's possession, if any, which extends beyond the period of time for which Contractor has rendered Bills in advance of service, for the class of service involved. If the interruption or discontinuance in service is caused by any other reason,regardless of City's implementation of options under this agreement, City may consider this a default. 10.2 Billing and Compensation to City During City's Possession Contractor agrees that it shall reimburse City for any and all costs and expenses incurred by City,beyond that billed and received by City,in taking over possession of the above-mentioned equipment and property for Solid Waste and Recyclable Materials service in such manner and to an extent as would otherwise be required of Contractor under the terms of this Agreement. Such reimbursement shall be made from time to time after submission by City to Contractor of each statement listing such costs and expenses, but in no event later than five(5) Working Days from and after each such submission. 10.3 City's Right to Relinquish Possession It is further mutually agreed that City may at any time at its discretion relinquish possession of any or all of the above-mentioned property to Contractor and thereupon demand that Contractor resume the Solid Waste and Recyclable Materials Handling Services as provided in this Agreement,whereupon Contractor shall be bound to resume the same. November24, 2009 -105- City of Rancho Pa/os Verdes-EDCO 10.4 City's Possession Not A Taking The Parties agree that City's exercise of its rights under this Article(1) does not constitute a taking of private property for which compensation must be paid, (2) shall not create any liability on the part of City to Contractor, and (3) does not exempt Contractor from any of the indemnity and insurance provisions of this Agreement, which are meant to extend to circumstances arising under this section provided that Contractor is not required to indemnify City against claims and damages arising from the sole negligence of City,its public officials,officers,employees,consultants, agents, volunteers, and independent contractors serving in the role of City officials in the operation of Collection Vehicles during the time City has taken possession of such vehicles. 10.5 Duration of City's Possession City's right pursuant to this Article to retain temporary possession of Contractor's facilities and equipment,and to render Collection services, shall terminate when City determines that such services can be resumed by Contractor, or when City no longer reasonably requires such property or equipment. In any case, City has no obligation to maintain possession of Contractor's property or equipment and/or continue its use for any period of time and may at any time, in its sole discretion, relinquish possession to Contractor. November24, 2009 -106- City of Rancho Pa/os Verdes-EDCO ARTICLE 11 DEFAULT, REMEDIES AND LIQUIDATED DAMAGES 11.1 Events of Default All provisions of this Agreement to be performed by Contractor are considered material. Each of the following shall constitute an event of default by the Contractor: A. Fraud or Deceit or Misrepresentation. If the Contractor engages in, or attempts to practice, any fraud or deceit upon City or makes a misrepresentation regarding material information to City. B. Insolvency or Bankruptcy. If Contractor becomes insolvent, unable, or unwilling to pay its debts, files a bankruptcy petition or takes steps to liquidate its assets. C. Failure to Maintain Coverage. If Contractor fails to provide or maintain in full force and effect the Workers' Compensation, liability, or indemnification coverage as required by this Agreement; or if Contractor fails to provide or maintain in full force and effect the faithful performance bond and faithful performance letter of credit required by Sections 9.5 and 9.6 of this Agreement. D. Violations of Regulations. If Contractor violates any order, rule or regulation of any regulatory body having jurisdiction over Contractor relative to this Agreement, provided that Contractor may contest any such orders or filings by appropriate proceedings conducted in good faith,in which case no breach of this Agreement shall be deemed to have occurred until a final decision adverse to the Contractor is entered. E. Failure to Perform. If Contractor ceases to provide all or a portion of the Collection, processing or Recycling services, or any other Solid Waste and Recyclable Materials Handling Services as required under this Agreement for a period of two (2) consecutive days or more,for any reason within the control of Contractor. This includes,without limitation, any failure to perform by Contractor due to labor unrest, including strike, work stoppage or slowdown, sickout, picketing, or other concerted job action, if not excused pursuant to Section 11.4. November 24, 2009 -107- City of Rancho Palos Verdes-EDCO F. Failure to Pay. If Contractor fails to make any payments required under this Agreement and/or refuses to provide City,within ten (10) days of the demand,with required information, reports, and/or records in a timely manner as provided for in this Agreement. G. Failure to Cooperate with Audits. Failure to complete, perform or cooperate with any audit as described by this Agreement. H. Failure to Submit Reports or Documentation. Failure to complete or to provide required reports or documents to City as required by this Agreement. I. Acts or Omissions. 1) Any act or omission by Contractor relative to the services provided under this Agreement which violates the terms, conditions, or requirements of this Agreement, or the Act, or any Applicable Law. Any failure to correct or remedy any such violation within the time set in the written notice of the violation or, if Contractor cannot reasonably correct or remedy the breach within the time set forth in such notice, if Contractor should fail to commence to correct or remedy such violation within the time set forth in such notice and diligently effect such correction or remedy thereafter. 2) Any situation in which Contractor or any of its officers, directors or employees are found guilty of any crime related to the performance of this Agreement, or of any crime related to anti-trust activities, illegal transport or Disposal of hazardous or toxic materials, or bribery of public officials. The term"found guilty" shall be deemed to include any judicial determination that Contractor or any of Contractor's officers, directors or employees is guilty as well as any admission of guilt by Contractor or any of Contractor's officers, directors or employees including,but not limited to, the plea of"guilty", "nolo contendere", "no contest", and "guilty to a lesser charge." J. False or Misleading Statements. Any representation or disclosure made to City by Contractor in connection with or as an inducement to entering into this Agreement, or any future amendment to this Agreement,which proves to be false or misleading in any material respect as of the time such representation or disclosure is made,whether or not any such representation or disclosure appears as part of this Agreement. November 24, 2009 -108- City of Rancho Palos Verdes-EDCO K. Attachment. The seizure of, attachment of, or levy on, the operating equipment of Contractor, including,without limits, its equipment, maintenance or office facilities, or any part thereof. L. Suspension or Termination of Service. Any termination or suspension of the transaction of business by Contractor lasting more than two (2) consecutive days. This includes,without limitation, any termination or suspension of the transaction of business by Contractor due to labor unrest, including strike, work stoppage or slowdown, sickout, picketing, or other concerted job action, if not excused pursuant to Section 11.4. M. Failure to Provide Assurance of Performance. If Contractor fails to provide reasonable assurances of performance as required under Section 11.6. N. Commingling of Recyclables With Refuse/Landfilling of Recyclables. If Contractor empties a Container of properly set out Recyclable Materials or Green Waste into a Refuse load, or transports Recyclable Materials or Green Waste to a landfill or other location at which the material will not be diverted from landfilling (with the exception of Green Waste used as alternative daily cover, provided full Diversion credit is received). 0. Failure to Meet 50%Diversion Goal. Contractor fails to divert at least 50% of all Solid Waste it Collects, per Section 4.3.6,for two consecutive calendar years. Contractor shall have forty-eight(48) hours from the time it is given notification by City to cure any default arising under subsections C, E, F, G, H, I, K, L, M and N provided, however, that City shall not be obligated to provide Contractor with a notice and cure opportunity if Contractor has committed the same or similar breach within a twenty- four (24) month period. Contractor acknowledges that it is not entitled to receive notice of default, or to cure such default, with respect to those matters listed in subsections A, B, D,J and 0 above. 11.2 Right to Terminate Upon Default and Right to Specific Performance If Contractor commits a material breach, including specifically any of the matters listed in subsections A through P of Section 11.1 above (and, if permitted to cure, does not cure it within the forty-eight(48) hours), City shall be entitled to unilaterally terminate this Agreement or impose other such sanctions (which may include financial sanctions, November 24, 2009 -109- City of Rancho Palos Verdes-EDCO temporary suspensions or any other conditions it deems appropriate short of termination) as it shall deem proper. Should City decide to terminate this Agreement upon a default by Contractor, City shall have the right to do so upon giving ten(10) days notice to Contractor, and shall not be required to take any further action(such as holding any hearing,bringing any suit or taking any other action.) City's rights to terminate this Agreement and to take possession of Contractor's Facility and/or equipment are not exclusive, and City's termination of this Agreement shall not constitute an election of remedies. Instead, such remedies shall be in addition to any and all other legal and equitable rights and remedies that City may have. By virtue of the nature of this Agreement, the urgency of timely continuous and high- quality service, the time required to effect alternative service, and the rights granted by City to Contractor, the remedy of damages for a breach hereof by Contractor is inadequate and City shall be entitled to seek injunctive relief and/or specific performance of any breach of this Agreement. 11.3 Liquidated Damages A. General. City finds, and Contractor agrees, that as of the time of the execution of this Agreement, it is impractical, if not impossible, to reasonably ascertain the extent of damages which shall be incurred by City as a result of a breach by Contractor of certain specific obligations under this Agreement The factors relating to the impracticability of ascertaining damages include, but are not limited to, the fact that (i) substantial damage results to members of the public who are denied services or denied quality or reliable service; (ii) such breaches cause inconvenience, anxiety,frustration, and deprivation of the benefits of this Agreement to individual members of the general public for whose benefit this Agreement exists, in subjective ways and in varying degrees of intensity which are incapable of measurement in precise monetary terms; (iii) that the services that are the subject of this Agreement might be available at substantially lower costs than alternative services and the monetary loss resulting from denial of services or denial of quality or reliable services is impossible to calculate in precise monetary terms; and (iv) the termination of this Agreement for such specific breaches, and other remedies are, at best, a means of future correction and not remedies which make the public whole for past breaches. November 24, 2009 -110- City of Rancho Pa/os Verdes-EDCO B. Service Performance Standards;Liquidated Damages for Failure to Meet Standards. The parties further acknowledge that consistent, reliable Solid Waste and Recyclable Materials Handling Service is of utmost importance to City and that City has considered and relied on Contractor's representations as to its quality of service commitment in entering this Agreement with it. The Parties further recognize that some quantified standards of performance are necessary and appropriate to ensure consistent and reliable service and performance. The Parties further recognize that if Contractor fails to achieve the performance standards, or fails to submit required documents in a timely manner, City and its residents will suffer damages and that it is and will be impractical and extremely difficult to ascertain and determine the exact amount of damages that City will suffer. Therefore, without prejudice to City's right to treat such breaches as an event of default under this Article 11, the Parties agree that the following liquidated damage amounts represent a reasonable estimate of the amount of such damages for such specific breaches,considering all of the circumstances existing on the date of this Agreement,including the relationship of the sums to the range of harm to City that reasonably could be anticipated and the anticipation that proof of actual damages would be costly or impractical. In placing their initials at the places provided, each party specifically confirms the accuracy of the statements made above and the fact that each party has had ample opportunity to consult with legal counsel and obtain an explanation of the liquidated damage provisions at the time that the Agreement was made. Contractor 6. City Initial Here 46 Iruhal Here 44-- Contractor agrees to pay (as liquidated damages and not as a penalty) the amounts set forth below: 1. Collection Reliability a) For each failure to commence service to a new Customer account within seven (7) days after order, which exceeds five (5) such failures annually: $100.00 b) For each failure, which exceeds ten (10) such failures annually, to Collect Solid Waste and/or Recyclable Materials from any established Customer November 24, 2009 -111- City of Rancho Palos Verdes-EDCO account on the scheduled Collection day and not make up the Collection within the time allotted per Section 4.6.2: $100.00 2. Collection Quality a) For each occurrence of failure to properly return empty Containers to avoid pedestrian or vehicular traffic impediments or to place Containers upright which exceeds ten (10) such occurrences annually: $50.00 b) For each occurrence of excessive noise or discourteous behavior: $250.00 c) For each occurrence of Collecting Solid Waste and/or Recyclable Materials during unauthorized hours which exceeds ten (10) such occurrences annually: $100.00 d) For each occurrence of damage to private property that exceeds five (5) such occurrences annually: $250.00 e) For each failure to clean up Solid Waste and/or Recyclable Materials spilled from Solid Waste and/or Recyclable Materials Containers within ninety (90) minutes that exceeds ten (10) such failures annually: $100.00 3. Customer Responsiveness a) For each failure to initially respond to a Customer complaint within one (1) Working Day, and for each additional day in which the complaint is not addressed, which exceed a cumulative total for all Customers of ten (10) such days annually: $50.00 b) For each failure to process Customer complaints as required by Article 5, which exceed a cumulative total for all Customers of ten (10) such failures annually: $50.00 c) For each failure to remove graffiti from Containers, or to replace with Containers bearing no graffiti, within two (2) Working Days of request from City or Customer: $ 50.00 per day November 24, 2009 -112- City of Rancho Palos Verdes-EDCO d) For each failure to repair or replace a damaged or missing Container within two (2) Working Days of request from City or Customer: $50.00 per day e) For each failure to process a claim for damages within thirty (30) days from the date submitted to Contractor: $50.00 f) For each additional thirty (30) day increment of time in which Contractor has failed to resolve a claim for damages within thirty (30) days from the claim date: $50.00 4. Diversion Efforts For every Green Waste or Recycling Cart Collected as Refuse without issuing a red tag per Section 4.3.4: $50 per Cart 5. Timeliness of Submissions to City Any report shall be considered late until such time as a correct and complete report is received by City. For each calendar day a report is late, the daily liquidated damage amount shall be: i) Monthly Reports: $50 per day ii) Quarterly Reports: $50 per day iii) Annual Reports: $100 per day 6. Accuracy of Billing Each Customer invoice that is not prepared in accordance with the Rate Schedule,in excess of ten(10) such invoices annually: $25 per invoice 7. Cooperation with Service Provider Transition a) For each day routing information requested by City in accordance with Section 12.8 is received after City-established due dates,both for preparation of a request for proposals and for new service provider's implementation of service : $1,000/day November 24, 2009 -113- City of Rancho Pa/os Verdes-EDCO b) For each day delivery of keys, access codes,remote controls, or other means of access to Solid Waste and/or Recyclable Materials Containers is delayed beyond one (1) day prior to new service provider servicing Customers with access issues, as described in Section 12.8: $1,000/day c) For delay in not meeting the requirements contained in Sections 4.12 and 12.8 in a timely manner,in addition to the daily liquidated damages for breach under 7(a) and 7(b) above,liquidated damages of: $10,000 City may determine the occurrence of events giving rise to liquidated damages through the observation of its own employees or representative or investigation of Customer complaints. Prior to assessing liquidated damages, City shall give Contractor notice of its intention to do so. The notice will include a brief description of the incident(s)/non-performance. Contractor may review (and make copies at its own expense) all information in the possession of City relating to incident(s)/non-performance. Contractor may, within ten (10) days after receiving the notice, request a meeting with City. Contractor may present evidence in writing and through testimony of its employees and others relevant to the incident(s)/non-performance. City will provide Contractor with a written explanation of its determination on each incident(s)/non-performance prior to authorizing the assessment of liquidated damages. The decision of City shall be final. C. Amount. City may assess liquidated damages for each calendar day or event, as appropriate, that Contractor is determined to be liable in accordance with this Agreement. D. Timing of Payment. Contractor shall pay any liquidated damages assessed by City within ten(10) days after they are assessed. If they are not paid within the ten (10) day period, City may proceed against the performance bond required by this Agreement or find Contractor in default and terminate this Agreement pursuant to Section 11.2, or both. 11.4 Excuse from Performance The Parties shall be excused from performing their respective obligations hereunder in the event they are prevented from so performing by reason of floods, earthquakes, other natural disasters, war,civil insurrection, riots, acts of any government(including November24, 2009 -114- City of Rancho Pa/os Verdes-EDCO judicial action), and other similar catastrophic events which are beyond the control of and not the fault of the party claiming excuse from performance hereunder. Labor unrest,including,but not limited to, strike, work stoppage or slowdown, sick- out, picketing, or other concerted job action conducted by Contractor's employees or directed at Contractor is excused from performance only to the extent that the following requirements are met • Contractor provides a contingency plan to the City prior to the execution of this Agreement demonstrating how services will be provided during the period of labor unrest. The contingency plan is subject to City approval and Contractor shall amend the plan until it meets City requirements, including reasonably demonstrating how City's basic Collection and sanitary needs will be met to the City's satisfaction. • Contractor shall meet all requirements of this plan or City may choose to revoke this excuse from performance offered under this Agreement and may choose to use enforcement provisions under this Agreement, including Sections 11.1, 11.2 and 11.3, in which case Contractor is not excused from performance and Contractor shall be obligated to continue to provide service notwithstanding the occurrence of any or all of such events. The party claiming excuse from performance shall,within two (2) days after such party has notice of such cause, give the other party notice of the facts constituting such cause and asserting its claim to excuse under this section. The interruption or discontinuance of Contractor's services caused by one (1) or more of the events excused shall not constitute a default by Contractor under this Agreement. Notwithstanding the foregoing, however,if Contractor is excused from performing its obligations hereunder for any of the causes listed in this section for a period of ninety (90) days or more,City shall nevertheless have the right, in its sole discretion, to (i) take possession of Contractor's land, equipment and other property and engage Contractor's personnel pursuant to Article 10, or (ii) terminate this Agreement by giving ten(10) days' notice. 11.5 Notice, Hearing and Appeal of City Breach A. Administrative Hearing. Should Contractor contend that City is in breach of any aspect of this Agreement,it shall give notice to the City Manager requesting an November24, 2009 -115- City of Rancho Pa/os Verdes-EDCO administrative hearing on the allegation. A hearing officer shall be appointed by the City Manager, and the hearing shall occur as soon as reasonably possible, or on such date as mutually agreed by the City Manager. The hearing officer shall make an advisory ruling on Contractor's allegations, and suggest a remedy if a breach by City is determined to exist. The hearing officer's ruling and recommendations shall become final and binding if the Parties so agree in writing within thirty (30) days of the date of notice of the decision is given to both Parties. Otherwise, the hearing officer's ruling shall have no further force or effect. B. Other Remedies; Claims. Contractor shall be entitled to all available remedies in law or equity for City's breach of this Agreement; provided, however, Contractor shall not file or otherwise commence any action against City, in law or equity, in any court, until after an administrative hearing as set forth above has been completed, and the above noted 30 day period to accept the hearing officer's decision has passed, or either City or Contractor has given timely written notice to the other that it will not accept the hearing officers decision. C. Actions for Damages. As a prerequisite to the filing and maintenance of any action for damages by Contractor against City arising out of this Agreement,Contractor shall present a claim to City, as required by Government Code section 910 et seq,within thirty (30) days of the date of the occurrence giving rise to the claim for damages. 11.6 Assurance of Performance City may, at its option and in addition to all other remedies it may have, demand from Contractor reasonable assurances of timely and proper performance of this Agreement, in such form and substance as City may require. If Contractor fails or refuses to provide satisfactory assurances of timely and proper performance in the form and by the date required by City, such failure or refusal shall be an event of default. November 24, 2009 -116- City of Rancho Palos Verdes-EDCO ARTICLE 12 OTHER AGREEMENTS OF THE PARTIES 12.1 Relationship of Parties The Parties intend that Contractor shall perform the services required by this Agreement as an independent contractor engaged by City and not as an officer or employee of City nor as a partner of or joint venture with City. No employee or agent or Contractor shall be or shall be deemed to be an employee or agent of City. Except as expressly provided herein,Contractor shall have the exclusive control over the manner and means of conducting the Solid Waste and Recyclable Materials Handling Services performed under this Agreement, and all Persons performing such services. Contractor shall be solely responsible for the acts and omissions of its officers, employees, Affiliates, contractors, subcontractors and agents. Neither Contractor nor its officers, employees, Affiliates,contractors, subcontractors and agents shall obtain any rights to retirement benefits, workers' compensation benefits, or any other benefits which accrue to City employees by virtue of their employment with City, and Contractor waives any claim it may have or acquire to such benefits. 12.2 Compliance with Law In providing the services required under this Agreement, Contractor shall at all times, at its sole cost, comply with all Applicable Laws, including but not limited to the payment of prevailing wages, if applicable. 12.3 Governing Law This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of California. 12.4 Jurisdiction Except for those matters where Federal Courts have exclusive jurisdiction, any lawsuits between the Parties arising out of this Agreement shall be brought and concluded in the courts of the State of California,which shall have exclusive jurisdiction over such lawsuits. November 24, 2009 -117- City of Rancho Pa/os Verdes-EDCO With respect to venue, the Parties agree that this Agreement is made in and will be performed in Los Angeles County, Superior Court Southwest Judicial District. 12.5 Assignment Except as may be provided for in Article 10 (City's Right to Perform Service), Contractor shall not assign its rights, nor delegate, subcontract or otherwise transfer its obligations under this Agreement(collectively referred to as an"assignment") to any other Person without the prior written consent of City. Any such assignment made without the consent of City shall be void and the attempted assignment shall constitute a material breach of this Agreement. For purposes of this section the term "assignment" shall be given the broadest possible interpretation, and shall include, but not be limited to (i) a sale, exchange or other transfer of substantially all of Contractor's assets dedicated to service under this Agreement to a third party; (ii) a sale, exchange or other transfer of outstanding common stock of Contractor to a third party provided such sale, exchange or transfer may result in a change of control of Contractor; (iii) any dissolution, reorganization, consolidation, merger,re-capitalization, stock issuance or re-issuance,voting trust, pooling agreement, escrow arrangement, liquidation or other transaction which results in a change of ownership or control of Contractor; (iv) any assignment by operation of law,including those resulting from mergers or acquisitions by or of Contractor of any of its Affiliates, insolvency or bankruptcy, making assignment for the benefit of creditors,writ of attachment for an execution being levied against this Agreement, appointment of a receiver taking possession of Contractor's property, or transfer occurring in the event of a probate proceeding; and (v) any combination of the foregoing(whether or not in related or contemporaneous transactions) which has the effect of any such transfer or change of ownership, or change of control of Contractor. Contractor acknowledges that this Agreement involves rendering a vital service to City's residents and businesses, and that City has selected Contractor to perform the services specified herein based on(1) Contractor's experience, skill and reputation for conducting its Solid Waste and Recyclable Materials Handling Services in a safe, effective and responsible fashion, at all times in keeping with applicable Environmental Laws, regulations and best Solid Waste and Recyclable Materials management practices, and (2) Contractor's financial resources to maintain the required equipment and to support its indemnity obligations to City under this Agreement. City has relied November 24, 2009 -118- City of Rancho Pa/os Verdes-EDCO on each of these factors, among others, in choosing Contractor to perform the services to be rendered by Contractor under this Agreement. If Contractor requests City's consideration of and consent to an assignment, City may deny or approve such request in its sole and absolute discretion. Any request for an assignment must be approved by the City Council, and no request by Contractor for consent to an assignment need be considered by City unless and until Contractor has met(or with respect to matters that would only occur upon completion of the assignment if approved,made reasonable assurances that it will meet) the following requirements: a) Contractor shall pay City its reasonable expenses for attorney's fees and investigation costs necessary to investigate the suitability of any proposed assignee, and to review and finalize any documentation required as a condition for approving any such assignment. An advance payment of fifty thousand dollars ($50,000) towards expenses shall be paid to City prior to City consideration of any assignment request and Contractor shall be responsible to pay all costs incurred by City in considering a request for assignment,including those in excess of this deposit amount, regardless of whether City consents to the assignment. b) Contractor shall pay the City a transfer fee equal to one percent(1%) of the Gross Receipts it, or its assignee,will receive during the remaining Term, as estimated by City. This transfer fee shall be waived for a transfer to an affiliate. For purposes of this subsection, "affiliate" means an entity under the same management and Control as EDCO Disposal Corporation(the original contracting party). As used in this subsection, "Control" means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a corporation, partnership,joint venture, trust, or other association. c) Contractor shall furnish City with audited financial statements for itself, and the proposed assignee's operations for the immediately preceding three (3) operating years. d) A proforma financial statement(income statement and balance sheet) for the proposed assignee with the projected results of operations assuming that the November 24, 2009 -119- City of Rancho Palos Verdes-EDCO assignment is completed. Such proforma financial statement shall reflect any debt to be incurred by the assignee as part of the acquisition of Contractor's operations. e) Contractor shall furnish City with satisfactory proof: (i) that the proposed assignee has at least ten (10)years of Solid Waste and Recyclable Materials management experience on a scale equal to or exceeding the scale of operations conducted by Contractor under this Agreement; (ii) that in the last five (5)years, the proposed assignee has not suffered any significant citations or other censure from any federal,state or local agency having jurisdiction over its Solid Waste and Recyclable Materials management operations due to any significant failure to comply with state,federal or local Environmental Laws and that the assignee has provided City with a complete list of any such citations and censures; (iii) that the proposed assignee has at all times conducted its operations in an environmentally safe and conscientious fashion; (iv) that the proposed assignee conducts its Solid Waste and Recyclable Materials Handling Services in accordance with sound Solid Waste and Recyclable Materials management practices in full compliance with all federal, state and local laws regulating the Collection and Disposal of Solid Waste and Recyclable Materials including Hazardous Substances and Hazardous Waste; and, (v) of any other information required by City to ensure the proposed assignee can fulfill the terms of this Agreement in a timely, safe and effective manner. Under no circumstances shall City be obliged to consider any proposed assignment by City if Contractor is in default at any time during the period of consideration. Should City consent to any assignment request, such assignment shall not take effect until all conditions relating to City's approval have been met. In the event of any permitted assignment, the assignee shall fully assume all the liabilities of the Contractor. 12.6 Contracting or Subcontracting Contractor shall not engage any contractors or subcontractors for the Collection, transfer, processing, Recycling or Disposal of Solid Waste or Recyclable Materials. 12.7 Binding on Assigns The provisions of this Agreement shall inure to the benefit to and be binding on the permitted assigns(if any) of the Parties. November 24, 2009 -120- City of Rancho Pa/os Verdes-EDCO 12.8 Cooperation in Preparation for Termination or Expiration of Contract Prior to, and at, the end of the Term or in the event this Agreement is terminated for cause prior to the end of the Term, Contractor shall cooperate fully with City and any subsequent Solid Waste enterprise it designates to assure a smooth transition of Solid Waste and Recyclable Materials Handling Services. Contractor's cooperation shall include, but not be limited to, providing route lists, Billing information and other operating records needed to service all Premises covered by this Agreement. The failure to cooperate with City following termination shall be conclusively presumed to be grounds for specific performance of this covenant and/or other equitable relief necessary to enforce this covenant. Contractor shall provide a new service provider with all keys, security codes and remote controls used to access garages and Bin enclosures. Contractor shall be responsible for coordinating transfer immediately after Contractor's final pickups, so as not to disrupt service. Contractor shall provide City with detailed route sheets containing service names and addresses, Billing names and addresses, monthly rate and service levels(number and size of Containers and pickup days) at least 90 days prior to the transition date, and provide an updated list two weeks before the transition and a final list of changes the day before the transition. Contractor shall provide means of access to the new service provider at least one full Working Day prior to the first day of Collection by another party, and always within sufficient time so as not to impede in any way the new service provider from easily servicing all Containers. 12.9 Parties in Interest Nothing in this Agreement,whether express or implied, is intended to confer any rights on any Persons other than the Parties to it and their representatives, successors and permitted assigns. 12.10 Waiver The waiver by either party of any breach or violation of any provisions of this Agreement shall not be deemed to be a waiver of any breach or violation of any other provision nor of any subsequent breach of violation of the same or any other provision. The subsequent acceptance by either Party of any moneys that become due hereunder shall not be deemed to be a waiver of any pre-existing or concurrent breach or violation by the other Party of any provision of this Agreement. November 24, 2009 -121- City of Rancho Palos Verdes-EDCO 12.11 Contractor's Investigation Contractor has made an independent investigation (satisfactory to Contractor) of the conditions and circumstances surrounding this Agreement and the work to be performed by it. 12.12 Condemnation City fully reserves the rights to acquire Contractor's property utilized in the performance of this Agreement,by purchase or through the exercise of the right of eminent domain. This provision is additive, and not intended to alter the rights of the Parties set forth in Article 10. 12.13 Notice All notices, demands, requests, proposals, approvals, consents and other communications which this Agreement requires, authorizes or contemplates shall be in writing and shall either be personally delivered to a representative of the Parties at the address below or be deposited in the United States mail,first class postage prepaid, addressed as follows: If to City: City Manager City of Rancho Palos Verdes 30940 Hawthorne Blvd. Rancho Palos Verdes, CA 90275 If to Contractor: President EDCO 6670 Federal Blvd. Lemon Grove, CA 91945 The address to which communications may be delivered may be changed from time to time by a written notice given in accordance with this section. Notice shall be deemed given on the day it is personally delivered or, if mailed, three days from the date it is deposited in the mail. November 24, 2009 -122- City of Rancho Pa/os Verdes-EDCO 12.14 City Free to Negotiate with Third Parties City may investigate all options for the Collection, transporting, Recycling, processing and Disposal of Solid Waste and Recyclable Materials for periods during which this Agreement has expired or been terminated. Without limiting the generality of the foregoing, City may solicit proposals from Contractor and from third parties for the provision of Solid Waste and Recyclable Materials Handling Services which are the subject of this Agreement, including without limitation Collection services, Disposal services, Recycling services,Green Waste services and processing, and any combination thereof, and may negotiate and execute agreements for such services which will take effect upon the expiration or earlier termination of this Agreement pursuant to Section 11.1 or otherwise. 12.15 Privacy Contractor shall strictly observe and protect the rights of privacy of Customers. Information identifying individual Customers or the composition or contents of a Customer's waste stream shall not be revealed to any Person, governmental unit, private agency, or company, unless upon the authority of a court of law, by statute, or upon valid authorization of the Customer. This provision shall not be construed to preclude Contractor from preparing, participating in, or assisting in the preparation of waste characterization studies or waste stream analyses that may be required by the Act. This provision shall not apply to reports or records provided to City pursuant to this Agreement. 12.16 Public Records;Exempt Information Contractor is obligated to permit City inspection of its records on demand and to provide copies to City where requested. All documents that are provided to the City will be subject to disclosure if requested by a member of the public pursuant to the Public Records Act(Government Code Section 6250 et seq.). There are a very limited number of narrow exemptions to this disclosure requirement. If Contractor believes the copies it provides to City are exempt from disclosure under the Public Records Act, Contractor must mark the portions considered as such and state the specific provisions of the Public Records Act that provides the exemption as well as the factual basis for claiming the exemption. City,if it concurs with Contractor's conclusion, will endeavor to maintain the confidentiality of documents so marked but will not guarantee to do so. November 24, 2009 -123- City of Rancho Pa/os Verdes-EDCO If the City chooses to withhold records from disclosure at the Contractor's request, and an action is brought against the City to force disclosure, the Contractor shall pay all attorney fees and litigation costs associated with defending that action, including without limitation, the City's and the prevailing plaintiff's attorney fees and litigation costs. November 24, 2009 -124- City of Rancho Palos Verdes-EDCO ARTICLE 13 MISCELLANEOUS PROVISIONS 13.1 Entire Agreement This Agreement contains the entire integrated agreement and understanding concerning the subject matter herein and supersedes and replaces any prior negotiations, promises, proposals (including Contractor's Proposal), and agreements between the Parties, whether written or oral. The Parties acknowledges this document has been executed with the consent and upon the advice of counsel. Each of the Parties acknowledges that no Party or agent or attorney of any other party has made any promise, representation, or warranty, express or implied, not contained in this Agreement, to induce the other Party to execute this instrument. 13.2 Section Headings The article headings and section headings in this Agreement are for convenience of reference only and are not intended to be used in the construction of this Agreement nor to alter or affect any of its provisions. 13.3 References to Laws and Other Agreements All references in this Agreement to laws shall be understood to include such laws as they may be subsequently amended or recodified, unless otherwise specifically provided. 13.4 Interpretation This Agreement,including the Exhibits attached hereto, shall be interpreted and construed reasonably and neither for nor against either Party, regardless of the degree to which either Party participated in its drafting. Where used in this Agreement, "shall" is mandatory and "may" is permissive. 13.5 Agreement This Agreement may not be modified or amended in any respect except by a writing signed by the Parties. November 24, 2009 -125- City of Rancho Palos Verdes-EDCO 13.6 Severability If any non-material provision of this Agreement is for any reason deemed to be invalid and unenforceable, the invalidity or unenforceability of such provision shall not affect any of the remaining provisions of this Agreement, which shall be enforced as if such invalid or unenforceable provision had not been contained herein. 13.7 Exhibits Each of Exhibits identified as Exhibit"1" through "8" is attached hereto and incorporated herein and made a part hereof by this reference. 13.8 Attorneys'Fees If either Party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to recover its reasonable attorney's fees and costs. Attorneys' fees shall include attorney's fees on any appeal, and in addition a Party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. November 24, 2009 -126- City of Rancho Pa/os Verdes-EDCO IN WITNESS WHEREOF, City and Contractor have executed this Agreement as of the day and year first above written. CITY OF RANCHO PALOS VERDES CONTRACTOR a municipal corporatio- and general law city By: auMP." By: a/4,/4 Edward Gurr, Chairman Af Mayor By: 09: Sand a L. Burr,Vice Chairman EDCO Disposal Corporation 6670 Federal Blvd. Lemon Grove, CA 91945 Telephone (619) 287-7555 ATTEST (1:- /L. C7/140iA1-012 - City Clerk November 24, 2009 -127- City of Rancho Pa/os Verdes-EDCO EXHIBIT 1 CONTRACTOR'S QUARTERLY ACCOUNTING November 24, 2009 City of Rancho Pa/os Verdes-EDCO Quarterly Accounting Report A WASTE & RECYCLING COMPANY City of Rancho Palos Verdes www.edcodisposal.com Reporting Period: 7/1/2010 - 9/30/2010 I. Tonnage Report Tons Collected Facility Name Material Type Delivered Jul-10 Aug-10 Sep-10 Quarter Total Site A Res Trash - Site C M/F Trash - Site C Curbside Greenwaste - Site D Curbside Recycle - Site E M/F Recycle - Total Tons Collected - - - - Tons Landfilled Facility Name Material Type Jul-10 Aug-10 Sep-10 Quarter Total Site A Res Trash - Site C M/F Trash - Site C Curbside Greenwaste Residual - Site D Curbside Recycle Residual _ - Site E M/F Recycle Residual - Total Tons Landfilled - - - - Tons Diverted Diversion Facility Name Material Type Jul-10 Aug-10 Sep-10 Quarter Total 0/0 Site A Res Trash - - - - Site C M/F Trash - - - - Site C Curbside Greenwaste - - - - Site D Curbside Recycle (1) - - - - Site E M/F Recycle (1) - - - - Total Tons Diverted - - - - Diversion as % of Tons Collected Note 1 Breakdown by Recycling Commodity attached SAMPLE OF RESIDENTIAL QUARTERLY REPORT City of Rancho Palos Verdes EDCO - 2010 Residential Solid Waste Collection January February March April May June July August September October i November December Total Residential Generation 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 ; 0.00 0.00 0.00 0.00 0.00 Residential Diversion Rate(w/o SERRF credit) Residential Diversion Rate(w/SERRF credit) flu. t,,•ii l 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 I I I I I, 0.00 0.00 0.00 0.00 Single Family Accounts 0.00 0.00 0.00 0.00 0.00 ' 0.00 0.00 ; 0.00 , 0.00 0.00 0.00 0.00 0.00 Refuse Collection 0.00 Refuse to SERRF 0.00 Residual from Residential Recycling 0.00 Residual from Green Waste Recycling 0.00 Multi Family Accounts 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Refuse Collection 0.00 Refuse to SERRF 0.00 l)i,,,,,,►i II Hi )).))0 0.00 O.OiI 11.01► O()ti 11.00 0.00 0.00 0.00 0.00 0.00 0.00 Recycling 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Residential Curbside 0.00 Multi-Family Recycling 0.00 Special Events 0.00 Total Recycling,by Commodity 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Aluminum I 0.00 Glass 0.00 i Newspaper 0.00 Cardboard 0.00 Mixed Paper i 0.00 PET Plastic 0.00 HDPE Plastic 0.00 Mixed Plastics I 0.00 Tin I 0.00 Other 0.00 Green Waste 0.00 0.00 0.00 0.00 I 0.00 I 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Residential Green Waste 0.00 Christmas Trees/Bulk collection 0.00 Other 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 CR'T's 0.00 Other E-Wastc Other - -- - 0.00 Oil al - - - +- 0 Filters(ca) 0 White Goods(ea) 0 Other Bulky Items(ea) _ I 0 date City of Rancho Palos Verdes Residential Quarterly Report For the months of .. 201 Hauler: EDCO Waste Tonnage Information Month Refuse Recyclable Green Waste Total April 0.00 0.00 0.00 0.00 May 0.00 0.00 0.00 0.00 June 0.00 0.00 0.00 0.00 Total 0.00 0.00 0.00 0.00 Month Motor Oil(gal) Filters(ea) CRTs Other E-Waste Bulky Items White Goods April 0 0 0.00 0.00 0 0 May 0 0 0.00 0.00 0 0 June 0 0 0.00 0.00 0 0 Total 0 0 0.00 0.00 0 0 Cash Receipts and City Fees Multi-Family Month Residential Carts Bins Total April $ 0 May $ 0 June $ 0 Subtotal $ 0 $ 0 $ 0 Amount Date Due Status Collector Fee Environment Fee Recycling Fee Subtotal $ 0 Other Information Contamination Contamination Courtesy Customer Warning- Warning- Month Missed Pickups Pickups Complaints Recycling Greenwaste April May June Totals 0 0 0 0 0 date EXHIBIT 2 PUBLIC EDUCATION PLAN (to be attached after City approval per Section 5.3.2) November 24, 2009 City of Rancho Pa/os Verdes-EDCO EXHIBIT 3 LIST OF VEHICLES Contractor has proposed to use the following vehicles under this Agreement,with the understanding that, should additional vehicles be needed to meet the City's service needs, they will be provided as well at no additional charge (see Section 4.6.3.A): Model Year Make ModeVBody ,#of Vehicles Fuel Service 2010 Autocar Expeditor/Bridgeport 7 CNG Cart 2010 Autocar Expeditor/CWS 1 , CNG Bin 2010 Autocar Expeditor/Sparton 1 CNG Roll-Off Box 2010 Wayne Pup 2 Diesel Pup Routes 2009 Hino 268 1 Diesel Bulky Item 2009 Chevrolet 1500 1 Gas Supervisor November24, 2009 City of Rancho Pa/os Verdes-EDCO EXHIBIT 4 INITIAL MAXIMUM RATES' Following are the rates for July 1, 2010 through June 30, 2011: Monthly Cart Service Rates One each Refuse, Recycling, and Green Waste Cart, rate based upon Refuse Cart size: Refuse Cart Size: 35-gallon 64-gallon 96-gallon Standard Service $17.44 22.44 27.44 Additional Refuse Cart $6.00 $8.00 $10.00 Additional Recycling Cart Free Free Free Additional Green Waste Cart $2.00 n/a $4.00 (above three) Other Cart Rates and Services (Charged in Addition to Monthly Cart Service Rates) Backyard Service- per home per month, all cart sizes $6.16 Pup Service - per home per month, all cart sizes $5.14 Backyard and Pup Services- per home per month, all cart sizes $8.22 Senior Rate Reduction 10% Low-Income Rate Reduction 5% Annual Payment Rate Reduction 5% Additional Special Overage Pickup for Automated Cart Customers $5.00 per pickup (in excess of two pickups per year) Additional Bulky Item pickups (in excess of three free pickups per $25.00 per item dwelling unit per year) Cart Exchange (after free-exchange period) $15.00 per request Cart Re-delivery Fee (if carts are pulled for non-payment, one charge $25.00 for redelivery of all carts) Re-Start Fee- after voluntary suspension of service,if carts have not $15.00 per re-start been pulled *Including all fees retained by,or paid to,City. **Pup route customers with backyard services shall pay both fees. November24, 2009 City of Rancho Pa/os Verdes-EDCO EXHIBIT 4 INITIAL MAXIMUM RATES' Following are the rates for July 1, 2010 through June 30, 2011: Monthly Bin Rates Pickups per week Container Size 1 2 3 4 5 6 Extra Pickups 2-yard $77.76 $108.37 $138.98 $154.28 $200.20 $213.35 $55.46 3-yard $108.40 $139.01 $169.62 $200.24 $246.13 $255.83 $64.71 3-yard w/ $216.79 $278.02 $339.23 $400.47 $492.27 $511.65 $129.41 compactor 4-yard $123.76 $154.31 $200.24 $246.17 $299.91 $318.76 $73.95 4-yard w/ $247.51 $308.63 $400.49 $492.33 $597.77 $637.51 $149.90 compactor 6-yard $154.37 $207.08 $246.18 $292.10 $339.47 $354.90 $110.93 Recycling No charge bin/cart Other Bin Service Rates-Per Month Pickups per week Bin Service 1 2 3 4 5 6 Locking Bin Service $6.16 $8.22 $9.24 $10.27 $12.33 $13.35 Scout Vehicles $25.68 $45.19 $64.71 $84.22 $103.74 $123.25 Bin Push-Out Service $43.14 $77.03 $105.79 $130.44 $159.20 $190.01 (35 feet or further) Additional Service Charges Rate Per Service Bin Cleaning $45.00 per cleaning Bin Overage Clean-up(following one written warning) $20.00 per clean-up Additional Bulky Item pickups (in excess of three free pickups $25.00 per item per dwelling unit per year) Emergency Service Rates- one crew and one collection truck $85.00/hour *Including all fees retained by,or paid to,City. November24, 2009 City of Rancho Pa/os Verdes-EDCO EXHIBIT 5A EXAMPLE RATE ADJUSTMENT FORMULA Step One: Calculate percentage change in indices A B C Old Index Value(prior Percent Change In Index Row Adjustment Factor Index New Index Value ((Column B/ years"New Index") Column A)-1) ` Service Component 1 Labor (1) 20.15 20.80 3.2% 2 Fuel (2) 292.1 235.8 -19.3% - 3 Equipment (3) 116.4 120.7 3.7% 4 All Other (4) 212.356 ▪ 216.100 1.8% 5 Disposal Component 1 (5) I $22.25 I$ 23.66 I 6.3% Step Two: Determine components D E F G . Cost Component Percent Change In Total Weighted Change Total Weighted Row Adjustment Factor Weighted as a%of Index(from Column (Column D x E) Change,Subject to Component Total(6) C) Increase Cap Service Component 9 Labor 29% 3.2% 0.9% 10 Fuel 8% -19.3% -1.5% 11 Equipment 21% 3.7% 0.8% 12 All Other 42% 1.8% 0.8% 13 Service Sub-Total 100.0% 1.0% 1.0%(7) 14 Disposal Component I 100% I 6.3% I 6.3% I 6.3%(8) 1 Total Rate Adjustment 22 Service 73% 1.0% 0.7% 0.7% 23 i Disposal 27% 6.3% 1.7% 1.7% 24 Total Rate Adjustment 100% 2.4% Step Three:Apply percentage change to rates H I J K ■ Total Weighted Rate Increase or Row Rate Category Existing Customer Percentage Change Decrease(Column H x Adjusted Rate Rate (Column H+Column J) (Row 13,Column F) Column I) 20 Residential Service $ 20.00 2.4% $ 0.48 $ 20.48 21 Additional Refuse Cart $ 5.00 2.4% $ 0.12 $ 5.12 22 3 Yd Bin,lx week $ 80.00 2.4% $ 1.92 $ 81.92 23 3 Yd Bin 2x week $ 120.00 2.4% $ 2.88 $ 122.88 24 Extra Empty-2 yd $ 30.00 2.4% $ 0.72 $ 30.72 25 Extra Bulky Item $ 25.00 2.4% $ 0.60 $ 25.60 26 Extra Bin Cleaning $ 40.00 2.4% $ 0.96 $ 40.96 Step Four. Re-weight cost components L M N 0 P Cost Component Percent Change as Increase in Cost Cost Component Cost Components Applied to Rate Row Adjustment Factor Index Weighting(Column Components(Column L Increased(Column L+ Reweighted to Equal D) Adjustment x Column M) Column N) 100% (Column E) 27 Labor (1) 29.0% 3.2% 0.9% 29.9% 29.6% 28 Fuel (2) 8.0% -19.3% -1.5% 6.5% 6.4% 29 Equipment (3) 21.0% 3.7% 0.8% 21.8% 21.6% 30 All Other (4) 42.0% 1.8% 0.8% 42.8% 42.4% 31 Service Sub-Total 100.0% 101.0% 100.0% 38 Service Component 73.0% 1.0% 0.7% 73.7% 72.0% 39 Disposal Component 27.0°,6 6.3% 1.7% 28.7°,6 28.0% 40 Total 100.0% 102.4% 100.0% (1)Driver A/B rate from Agreement between local haulers and Package and General Utility Drivers Local Union 396,International Brotherhood of Teamsters. (2)Producer Price Index,WPU 0531 not seasonally adjusted,Fuels and related products and power,natural gas-average annual change. (3)Producer Price Index,PCU336120336120,Heavy duty truck manufacturing-average annual change. (4)Consumer Price Index for All Urban Consumers(CUUR0000SAOL1E),all items less food and energy index-U.S.city average-average annual change. (5)As determined in Exhibit 5B. (6)Based on Proposal.After the first rate adjustment,this column comes from Column P of the previous year's rate adjustment worksheet. (7)Service component change is limited to 6%in any one year.Increases over the cap may be applied in any subsequent year,provided total increase in any year does not exceed 6%cap. (8)Increase capped at 10%.Increases over the cap may be applied in any subsequent year,provided total increase in any year does not exceed 10%cap. November 24, 2009 City of Rancho Palos Verdes-EDCO EXHIBIT 5B EXAMPLE RATE ADJUSTMENT FORMULA Determination of"New Index Value"for Disposal Component Step 1:Determining Average Cost Per Ton for Current Year _ A B C D Tons Disposed Prior Gate Rates Per Ton as of Row Adjustment Factor Index Calendar Year(1) July 1 Effective Date of Rate Total Disposal Costs Average Cost Per Ton Adjustment 1 O.C.Landfill System (3) 13,000(2) $23.35 $303,550 $23.35 2 All Other Disposal Components 3 Non-O.C.Landfill(s) (4) 920 $45.25 $41,630 4 Transformation (5) 1,200 $58.00 $69,600 5 Green Waste (6) 10,200 $19.00 $193,800 6 Non-O.C.Landfill Total 12,320 $305,030 $24.76 7 Total 25,320 I Step 2:Application of 10%Cap on Non-Orange County Landfill Disposal Increase If Column G below indicates a percengage increase greater than 10%,the Permitted Non-O.C.Disposal Increase shall be the Prior Year Non-O.C.Disposal Increase plus no more than a 10%increase.Increases above 10%will be rolled forward to subsequent year E F G H Prior Year Permitted Non- Current Year Non-O.C. Allowed Increase: Permissable Current Year Row Adjustment Factor O.C.Landfill Average Cost Landfill Average Cost Per Lower of 10%or Non-O.C.Average Cost Per Per Ton(7) Ton(Column D,Row 6) ((Column F/Column E)-1) Ton,Up to Maximum 10% Increase 8 Permitted Non-O.C.Increase $21.80 $24.76 - 10.0% $23.98 Step 3:Determining Average Total Disposal Cost Per Ton for Current Year I J K L Determine Weightings Of Tons Disposed Prior O.C.Vs.Non-O.C.Tonnage Weighted Average Cost Per Row Adjustment Factor Calendar Year(1) (tonnage by category/total Average Cost Per Ton Ton(Column J x Column K) tons on Row 11) 9 O.C.Landfill System 13,000(2) 51% $23.35(9) $11.91 10 All Other Disposal Components 12,320 49% $23.98(10) $11.75 11 Total 25,320 100% $23.66 Step 4:Application of 10%Cap on Total Disposal Component Increase If Column 0 below indicates a percengage increase greater than 10%,the Total Disposal Component increase shall be the Prior Year Total Disposal Component Increase plus no more than a 10%increase. M N 0 P . Allowed Increase: Permissable Current Year Prior Year Permitted Current Year Disposal Lower of 10%or Disposal Component Row Adjustment Factor Disposal Component Component Average Cost ((Column N/Column M)- Average Cost Per Ton, Average Cost Per Ton(8) Per Ton(Column L,Row 11) 1) Column M x(1+Column 0) 12 Permitted Disposal Increase $22.25 $23.66 6.35% $23.66 (1)Example tonnage used.To based upon actual tonnage disposed for six months(July 1,2010 through December 1,2010)for the July 1,2011 adjustment,and on tonnage for the 12 months ended the prior December 31 for all subsequent adjustments. (2)Shall be no less than 50%of total disposal tons,including green waste.If actual quantities are lower,sufficient non-Orange County Landfill tonnage shall be moved to the O.C.Landfill category for rate adjustment purposes to reach 50%. (3)Actual import contract gate rate per ton at the Orange County Landfill System. (4)Actual gate rate paid at the non-Orange County landfills used. (5)Gate rate for transformation at SERRF waste-to-energy facility. (6)Green Waste rate at Puente Hills for alternative daily cover.After Puente Hills ceases to accept green waste,new index will be selected. (7)From Column H,Row 8 of prior year's adjustment.For first adjustment on July 1,2011,use Exhibit 5C,Column E,Row 6. (8)From Column L,Row 11 of prior year's adjustment.For first adjustment on July 1,2011,use Exhibit 5C,Column E,Row 7. (9)From Column D,Row 1. (10)From Column H,Row 8. November 24, 2009 City of Rancho Palos Verdes-EDCO EXHIBIT 5C EXAMPLE RATE ADJUSTMENT FORMULA Determination of July 1,2010 Disposal Component"Old Index Value"for July 1,2011 Rate Adjustment Establish July 1,2010 Baseline for July 1,2011 Adjustment-Data below is only an example.To be completed with actual tonnage and gate rates.There shall be no rate or index adjustments for changes in gate rates prior to July 1,2010.The average cost per ton calculated in Column E,Row 7 shall be the Disposal Index as of July 1,2010 for"Old Index Value"Used in July 1,2011 Rate Adjustment.Subsequent adjustments shall use the prior year's"New Index Value"as the"Old Index Value." A • B C D E Tons Disposed July Percentage of Total Tons Disposed(tonnage Gate Rates Per Ton Disposal Costs Average Cost Per Row Adjustment Factor 1,2010 to December 31, by category/total tons as of July 1,2010 (Column A x C) Ton(Column D/A) 2010(1) on Row 7) 1 10.C.Landfill System I (3) 1 13,000(2) 1 51%(2) J $22.67 I $294,710 $22.67 2 All Other Disposal Components 3 Non-O.C.Landfill(s) (4) 920 4% $38.26 $35,199 4 Transformation (5) 1,200 5% $50.00 $60,000 5 Green Waste (6) 10,200 40% $17.00 $173,400 6 Non-O.C.Landfill Total 12,320 49% $268,599 $21.80 7 Notal 25,320 I 100% $563,309 I $22.25 (1)Example tonnage shown.To based upon actual tonnage disposed July 1,2010 through December 31,2010.The same tonnage will be used to calculate the "New Index Value"for the disposal component per Exhibit 5B for the July 1,2011 rate adjustment. (2)Shall be no less than 50%of total disposal tons as included on Row 7.If lower,sufficient non-Orange County Landfill tonnage shall be moved from Row 3 to the O.C.Landfill category on Row 1 to reach 50%. (3)Actual import contract gate rate per ton at the Orange County Landfill System. (4)Actual average gate rate paid at the non-Orange County landfills used. (5)Gate rate for transformation at SERRF waste-to-energy facility. (6)Green Waste gate rate per ton at Puente Hills for alternative daily cover.After Puente Hills ceases to accept green waste,new index will be selected. November 24, 2009 City of Rancho Palos Verdes-EDCO EXHIBIT 6a SERVICE AREA #1 November 24, 2009 City of Rancho Palos Verdes-EDCO EXHIBIT 6b SERVICE AREA #1 As Modified by City's Exercise of its Rights Under Section 2.14 November 24, 2009 City of Rancho Palos Verdes-EDCO 4 EXHIBIT 7 INTERNATIONAL FIDELITY INSURANCE COMPANY BOND NO. 0472111 PREMIUM:$26,250.(X) Premium is for contract KNOW ALL MEN BY THESE PRESENTS THAT WE, term and is subject to adjustment based on final EDCO Disposal Corporation contract price. as Principal, and INTERNATIONAL FIDELITY INSURANCE COMPANY, a corporation duly organized and doing business under and by the virtue of the laws of the State of New Jersey, and duly licensed for the purpose of making, guaranteeing or becoming sole surety upon bonds or undertakings required or authorized by the laws of the said State, as Surety,are held and firmly bound unto City of Rancho Palos Verdes (Hereinafter called the Obligee) in the sum of One Million Seven Hundred Fifty Thousand Dollars and 00/100 Dollars 031,750,000.00 ) for the payment whereof well and truly to be made we and each of us bind ourselves,our heirs,executors, administrators, successors and assigns,jointly and severally,firmly by these presents. THE CONDITION OF THE ABOVE OBLIGATION IS SUCH THAT, WHEREAS, the above bounden PRINCIPAL entered into a written Agreement dated November 11, 2009 ,( a copy of which agreement is or may be attached hereto.and is hereby referred to and made a part hereof),with the said Obligee to do and perform the following, to wit: I.This bond shall have the term beginning November 11, 2009 and ending November 11, 2010 but may be continued by certificate at the option of the Surety. Neither non-renewal by the surety,nor failure, nor inability of the Principal to file a replacement bond shall constitute a loss to the Obligee recoverable under this bond. Surety shall provide Obligee and Principal with a written notice of its intent not to continue this bond at least sixty (60) days prior to its anniversary date. 2. In the event of default by the Principal in the performance of the franchise agreement during the term of this bond, the Surety shall be liable only for damages incurred by Obligee up to termination date of this bond. 3. No claim shall be had or maintained against the Surety on this instrument unless such be brought or instituted and process served upon the Surety prior to expiration date of the bond;no suit shall be maintained against the Surety unless it be brought within one year from the termination or expiration date of the bond. 4. If any conflict or inconsistency exists between the Surety's obligations or undertakings as described in this bond and as described in the underlying document.then the terms of this bond shall prevail. 5. The aggregate liability of the surety is limited to the penal sum stated herein regardless of the number or amount of claims brought against this bond and regardless of the number of years this bond remains in force. 6. This bond shall not bind the surety unless the bond is accepted by the Obligee. If the Obligee objects to any language contained herein, within 30 days of the date this bond is signed and sealed by the Surety, Obligee shall return this bond. certified mail or express courier,to the Surety at its address at: International Fidelity Insurance Company Attention: Dorothy O'Connor 1575 Treat Blvd.,Suite 208 Walnut Creek, CA 94598 Failure to return the bond as described above shall constitute Obligee's acceptance of the terms and conditions,herein. NOW, THEREFORE, if the above bounden Principal shall well and truly perform the work contracted to be performed under said Franchise agreement, then this obligation to be null and void, otherwise to remain in full force and effect. No right of action shall accrue under this bond to or for the use of any person other than the said Obligee. SIGNED AND SEALED THIS list day of November 2009 EDCO Disposal Corporation �Iy 1r js . .. L,,:✓ � - f"".l' 1 i Inte� :tional Fidelity Insurance Company By: Ai fp- Lawrence F.McMahon, Attorney-in-Fact • CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of San Diego On N� 2009 before me, Audrey Rodriguez , Notary Public personally appeared Lawrence F. McMahon who proved to me on the basis of satisfactory evidence to be the person(p) whose name(s) is/aze subscribed to the within instrument and acknowledged to me that he/Alle/Viitty executed the same in his/Mit/Mir capacity(1611), and that by his/Iilithlitif signature() on the instrument the person(g}, or the entity upon behalf of which the person(s) acted,executed the instrument. I certify under PENALTY OF PURJURY under the laws of the state of California that the foregoing paragraph is true and correct. ti! • F=: WITNESS my hand and official seal. i A Adi," r4. ..ti: r.:,,..- ...,.. ice-,..i .....,. .--' y:• S i nature of i' otary rY• PTIOA : :::. Though the data below is not required by law,it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT O INDIVIDUAL ❑ CORPORATE OFFICER Title or Type of Document ❑ PARTNER(S) Number of Pages O MEMBER of LLC • ATTORNEY-IN-FACT • TRUSTEES) ❑ GUARDIAN/CONSERVATOR Date of Document OTHER: - - I w v. SIGNER IS REPRESENTING: Signer(s)other than named above NAME OF PERSON(S)OR ENTITY(IES) •:' r Tel(§73)624-720 POWER OF.ATTORNEY • . . FIDELITY INSURANCE.••COMP HOME OFFICE:ONE NEWARK CENTER,20TH FLOOR NEWARK,NEW JERSEY 07102-5207. KNOW ALL MEN BY THESE PRESENTS: That INTERNATIONAL FIDELITY INSURANCE COMPANY, a corporation organized.and-existing laws of the State of New Jersey,and having its principal office in the City of Newark,New Jersey,does hereby constitute and appoint • LAWRENCE•1. MCMAHON • • San Diego, CA. its true and lawful attorney(s)-in-fact to execute,seal and deliver for and on its behalf as surety,any and all bonds and undertakings,contracts of indemnity and • other writings obligatoryin the nature thereof, which are or may be allowed,required or permitted by law,stature,rule regulation,contract or otherwise;and instrument(s) the execution of such in pursuance of these presents, shall be as binding upon the said INTERNATIONAL FIDELITY INSURANCE:. COMPANY,as fully and amply, to all intents and purposes,as if the same had been duly executed and acknowledged by its regularly elected officers at its principal office. This Power of Attorney is executed,and may be revoked pursuant to and by authority of Article 3-Section 3,of the By-Laws adopted by the Board of Directors of INTERNATIONAL FIDELITY INSURANCE COMPANY at a meeting called and held on the 7th day of February,1974. The President or any Vice President,Executive Vice President,Secretary or Assistant Secretary,shall have power and authority (1)To appoint Attorneys-in-fact,and to authorize them to execute on behalf of the Company,and attach the Seal of the Company thereto,bonds and undertakings,contracts of indemnity and other writings obligatory in the nature thereof and, (2)To remove,at any time,any such attorney-in-fact and revoke the authority given. Further,this Power of Attorney is signed and sealed by,facsimile pursuant to resolution of the Board of Directors of said Company adopted at a meeting duly called and held on the 29th day of April. 1982 of which the following is a true excerpt: Now therefore the signatures of such officers and the seal of the Company may be affixed to any such power of attorney or any certificate relating thereto by facsimile,and any such power of attorney or certificate bearing such facsimile signatures or facsimile seal shall be valid and binding upon the Company and any such power so executed and certified by facsimile signatures and facsimile seal shall be valid and binding upon the Company in the future with respect to any bond or undertaking to which it is attached. /k,, IN TESTIMONY WHEREOF,INTERNATIONAL FIDELITY INSURANCE COMPANY has caused this instrument to be 0 signed and its corporate seal to be affixed by its authorized officer,this 16th day of October,A.D.2007. o '� SEAQ, IN ERNATIONAL FIDELITY INSURANCE COMPANY � �" goo ep FrouAliTt .OF NEW JERSEY 444;( 47P.1110_11:$‘ <1:11.11 .106 � of Essex Secretary On this 16th day of October 2007,before me came the individual who executed the preceding instrument, to the personallyknown,and,being by me duly sworn,said the he is the therein described and authorized officer of the INTERNATIONAL FIDELITY INSURANCE CMPANY;that the.seal affixed to - said instrument is the Corporate Seal of said Company;that the said Corporate Seal and his signature were duly affixed by order of the Board of Directors of said Company. A{ ( IN TESTIMONY WHEREOF,I have hereunto set my hand affixed my Official Seal, �.• at the City of Newark,New Jersey the day and year first. above written. Nt ,,..C1) NOTARY ke. ISA .0 I• PUBLIC • "''JEW' A NOTARY PUBLIC OF NEW JERSEY. CERTIFICATION My Commission Expires Nov:21,2010 1,the undersigned officer of INTERNATIONAL FIDELITY INSURANCE.COMPANY.do hereby certify that Ihave compared the foregoing copy of the Power of Attorney and:affidavit,and the copy of the Section of the By-Laws of said Company as set forth in said Power of Attorney,with the ORIGINALS ON IN THE HOMEOFFICE OF SAID COMPANY,and that the same are correct transcripts thereof,and of the whole of the said originals,and that the said Power of Attorney has not been revoked and is now in full force and effect NOV I 1 2009 IN TESTIMONY WHEREOF,I have hereunto set my hand this day of • ",)4, • Assistant Secretary ACORD TM CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 11/11/2009 PRODUCER Phone: 619-849-3947 Fax: 619-699-2149 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Al l iant Insurance Services, Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 701 B Street, 6th floor HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. San Diego CA 92101 INSURERS AFFORDING COVERAGE NAIC# INSURED INSURER A:Hudson Ins Co ,25054 EDCO Disposal Corporation INsuRERB:National Union Fire 19445 6670 Federal Blvd. Lemon Grove CA 919451392 INSURERC:EVereSt National Insurance Co 10120 INSURER D:The Travelers In 87726 INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADD'L POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION/YLIMITS LTR INSRD� TYPE OF INSURANCE DATE(MM/DD/YY) DATE(MM/DDIYYI A GENERAL LIABILITY HAS00009004 10/15/2009 10/15/2010 EACH OCCURRENCE $1,000,000 X COMMERCIAL GENERAL LIABILITY PRS(RENTED PREMISES(Ea occurence) $300, 000 CLAIMS MADE X OCCUR MED EXP(Any one person) $15,000 PERSONAL&ADV INJURY ,$1,000,000 GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $2,000,000 7 POLICY JE LOC A AUTOMOBILE LIABILITY HAS00009004 10/15/2009 10/15/2010 COMBINED SINGLE LIMIT X ANY AUTO (Ea accident) $1,000,000 ALL OWNED AUTOS BODILY INJURY SCHEDULED AUTOS (Per person) $ X HIRED AUTOS BODILY INJURY X NON-OWNED AUTOS (Per accident) $ X Pollution PROPERTY DAMAGE (Per accident) $ GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $ ANY AUTOOTHER THAN EA ACC $ AUTO ONLY: AGG $ C EXCESS/UMBRELLALIABILITY 71G7000018091 10/15/2009 10/15/2010 EACH OCCURRENCE $25,000,000 B X OCCUR CLAIMS MADE BE019210660 10/15/2009 10/15/2010 AGGREGATE ,$25,000,000 DEDUCTIBLE $ RETENTION $ $ WC STATU- OTH- WORKERS COMPENSATION AND TORY LIMITS ER EMPLOYERS'LIABILITY E.L.EACH ACCIDENT $ ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? E.L.DISEASE-EA EMPLOYEE $ If yes,describe under SPECIAL PROVISIONS below E.L.DISEASE-POLICY LIMIT $ D OTHER 104826714 10/15/2009 10/15/2010 $1,000,000 Limit Employee Dishonesty $10,000 Retention (Fidelity Bond) DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS CITY OF RANCHO PALOS VERDES, ITS PUBLIC OFFICIALS, OFFICERS, EMPLOYEES, CONSULTANTS, AGENTS, VOLUNTEERS AND INDEPENDENT CONTRACTORS SERVING IN THE ROLE OF CITY OFFICIALS ARE NAMED AS ADDITIONAL INSUREDS ON THIS POLICY. THIS POLICY SHALL BE CONSIDERED PRIMARY INSURANCE AS RESPECTS ANY OTHER VALID AND COLLECTIBLE INSURANCE MAINTAINED BY CITY, INCLUDING ANY SELF-INSURED RETENTION OR PROGRAM OF SELF-INSURANCE, ANY OTHER SUCH INSURANCE SHALL BE CONSIDERED EXCESS INSURANCE ONLY. INCLUSION OF CITY AS AN INSURED SHALL NOT AFFECT CITY'S RIGHTS AS RESPECTS ANY CLAIM, DEMAND, SUIT OR JUDGMENT BROUGHT OR RECOVERED AGAINST CONTRACTOR. THIS POLICY SHALL PROTECT CONTRACTOR AND CITY IN THE SAME MANNER AS THOUGH A Continued.. . CERTIFICATE HOLDER CANCELLATION*10 DAY NOC FOR NONPAY. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER CITY OF RANCHO PALOS VERDES WILL ENDEAVOR TO MAIL *30 DAYS WRITTEN NOTICE TO THE PUBLIC WORKS CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO 30940 HAWTHORNE BLVD SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON RANCHO PALOS VERDES CA 90275 THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIV ACORD 25(2001/08) 0ACORD CORPORATION 1988 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25(2001/08) DESCRIPTION OF OPERATIONS/ LOCATIONS /VEHICLES / EXCLUSIONS / SPECIAL PROVISIONS SEPARATE POLICY HAD BEEN ISSUED TO EACH, BUT THIS SHALL NOT OPERATE TO INCREASE CONTRACTOR'S LIABILITY AS SET FORTH IN THE POLICY BEYOND THE AMOUNT SHOWN OR TO WHICH CONTRACTOR WOULD HAVE BEEN LIABLE IF ONLY ONE PARTY HAD BEEN NAMED AS AN INSURED. POLICY NUMBER:HAS 000090 04 GL COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: As per certificate(s) on file with the Company which specify that the Transfer Rights or Recovery be waived for the Certificate holder. RE: As per contract/agreement (s) with the Certificate Holder above. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph 8. Transfer of Rights Of Recovery Against Others To Us of Section IV-Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products- completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 05 09 Q Insurance Services Office, Inc., 2008 Page 1 of 1 0 ENDORSEMENT NO. ATTACHED TO AND ENDORSEMENT EFFECTIVE FORMING A PART OF (Standard Time) INSURED AGENCY AND CODE POLICY NUMBER MO. DAY YR. 12:01 NOON A.M. 123 Y O 15 2 0 0 9 Alliant Spec alty HAS 000090 04 GL X moo Disposal Corporation Insurance Services,Inc Aa per Named Ined. Ext. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED—OWNERS, LESSEES OR CONTRACTORS—(FORM B) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE SCHEDULE Named of Person or Organization: As per Certificate(s)on file with the company which specify that the Certificate Holder be named as an Additional Insured. RE:As per Contract(s)with the Certificate Holder above. (If no entry appears above, information required to complete this endorsement wll be shown in the Declarations as applicable to this endorsement.) WHO IS AN INSURED (Section II) is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of "your work" for that insured by or for you. The person or organization will be included as an insured only for the length of time specified in the contract. Coverage provided by this endorsement is primary and non-contributory. Any other insurance the additional insured may have is excess. However, coverage is not provided for"bodily injury", "property damage" or"personal and advertising injury"arising out of the sole negligence of the additional insured. ALL OTHER TERMS AND CONDITIONS OF THIS POUCY REMAIN UNCHANGED WHIPCG 0025 4 2005 Page 1 of 1 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Copyright,Insurance Services Office,Inc.,1984 AcoRD CERTIFICATE OF LIABILITY INSURANCE 11/10/2009 PRODUCER (760)730-2939 FAX: (760)730-2936 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Michael Ehrenfeld Company ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 2333 State Street, Suite 201 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Carlsbad CA 92008 INSURERS AFFORDING COVERAGE NAIC# INSURED INSURER A:Travelers Property Casualty 25674 EDCO Disposal Corporation INSURER B: 6670 Federal Blvd INSURER C: INSURER D: Lemon Grtove CA 91945 INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADD'L POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS LTR INSRD TYPE OF INSURANCE DATE(MM/DD/YYYYI DATE(MM/DDJYYYYI GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE TO RENTED COMMERCIAL GENERAL LIABILITY PREMISES(Ea occurrence) ,$ CLAIMS MADE OCCUR MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GENERAL AGGREGATE $ GE 'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ _ POLICY PRO- JECT AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT ANY AUTO (Ea accident) ALL OWNED AUTOS BODILY INJURY $ SCHEDULED AUTOS (Per person) HIRED AUTOS BODILY INJURY (Per accident) NON-OWNED AUTOS PROPERTY DAMAGE $ (Per accident) GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $ ANY AUTO EA ACC $ OTHER THAN AUTO ONLY: AGG $ EXCESS/UMBRELLA LIABILITY EACH OCCURRENCE $ OCCUR CLAIMS MADE AGGREGATE $ DEDUCTIBLE $ RETENTION $ $ A WORKERS COMPENSATION X WC STATU- OTH- AND EMPLOYERS'LIABILITY Y/N TORY LIMITS ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) TC2JUB419J185609 9/19/2009 9/19/2010 E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under SPECIAL PROVISIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 OTHER DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS WC Waiver of Subrogation applies to the City of Rancho Palos Verdes, its officials, elective and appointive boards, commissions, employees, agents and volunteers per attached form #WC99037600. *10 DAY NOTICE IN THE EVENT OF CANCELLATION FOR NONPAYMENT CERTIFICATE HOLDER CANCELLATION ISHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION City of Rancho Palos VerdesDATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 3 * DAYS WRITTEN City Manager NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,BUT FAILURE TO DO SO SHALL 30940 Hawthorne Blvd Rancho Palos Verdes, CA 90275 IMPOSE NO OBLIGATION OR UABILITY OF ANY KIND UPON THE INSURER,ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE Jamie Reid/LIANAB ;°Q.4) ACORD 25(2009/01) ©1988-2009 ACORD CORPORATION. All rights reserved. INS025(200901) The ACORD name and logo are registered marks of ACORD IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER This Certificate of Insurance does not constitute a contract between the issuing insurer(s), authorized representative or producer,and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25(2009/01) INS025(200901) TRAVELERS J WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 03 76 (00) — 001 POLICY NUMBER: TC2JUB419J185609 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA (BLANKET WAIVER) We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 5 .0 of the California workers' compensation pre- mium otherwise due on such remuneration. Schedule Person or Organization Job Description As required by written contract DATE OF ISSUE' 9/19/09 ST ASSIGN: City of Rancho Palos Verdes Contingency Plan for Residential Solid Waste Management Services November 10, 2009 This Contingency Plan has been specifically developed for Residential Solid Waste Management Services provided under Agreement between the City of Rancho Palos Verdes and EDCO. While there are any number of emergency operating conditions that could potentially arise, this Contingency Plan is intended to be a foundational document on terms of resources, key contacts, methodology and commitment. This contingency plan has four key elements: • Communications • Personnel • Collection • Disposal These elements are described in greater detail in the balance of this document. Communications In the event of any natural disaster, war, riots, personnel unrest or similar catastrophic events, direct communication will be the foundation of service continuation. The City will immediately be notified of any issues and priority action steps. The primary contact for the City is identified The secondary contact for the City is as: identified as: Lauren Ramezani Ray Holland Sr. Administrative Analyst-Public Works Interim Director of Public Works City of Rancho Palos Verdes City of Rancho Palos Verdes 30940 Hawthorne Blvd. 30940 Hawthorne Blvd. Rancho Palos Verdes, CA 90275-5391 Rancho Palos Verdes, CA 90275-5391 Office: 310.544.5245 Office: 310.544.5252 Cellular: 310.872.8527 Cellular: 760.845.9277 Facsimile: 310.544.5292 Facsimile: 310.544.5292 E -Mail: Laurenr@rpv.com E-Mail: ray@rpvh@rpv.com r/k10 1 "We'll Take Care of It" The back-up contact for the City is identified as: Carolyn Lehr City Manager City of Rancho Palos Verdes 30940 Hawthorne Blvd. Rancho Palos Verdes, CA 90275-5391 Office: 310.544.5205 Cellular: 310.944.5708 Facsimile: 310.544.5291 E-Mail: clehr@rpv.com The Primary Contact for EDCO is identified The secondary contact for EDCO is as: identified as: Efrain Ramirez Mark Perumean Vice President Director of Operations EDCO EDCO 6254 Paramount Blvd. 6254 Paramount Blvd. Long Beach, CA 90805 Long Beach, CA 90805 Office: 310.540.2977 Office: 310.540.2977 Cellular: 714.240.3811 Cellular: 714.240.4885 Facsimile: 562.423.1971 Facsimile: 562.423.1971 E-Mail: eramirez@edcodisposal.com E-Mail: mperumean@edcodisposal.com The back-up contact for the City is identified as: Steve South President EDCO 224 Las Posas Road San Marcos, CA 92078 Office: 760.744.5615 x155 Cellular: 619.520.8764 Facsimile: 760.744.83 64 E-Mail: ssouth@edcodisposal.com EDCO will verbally notify the City in advance of any threshold issue and then subsequently provide written documentation via electronic mail and/or facsimile outlining additional information and steps to be taken. EDCO will prepare Media Release for City review, subject to availability. The release will identify the issue, solution and direct residents to the EDCO web site for accurate, updated i!r! F77, 2 ___ Jill W'e'll Take Care of It" information. At a minimum, Press Releases shall be distributed to the Palos Verdes Peninsula News and Daily Breeze. EDCO will post information on its City web site as to the respective issues. EDCO will update the City as needed, likely in the range of every 24-48 hours. As needed, EDCO will initiate computerized, outbound calling to City residents utilizing pre- recorded messages identifying the issue, solutions, a telephone number for additional information and the address of the EDCO web site. As available and depending upon the timing of the circumstances, EDCO may utilize direct mail postcards. EDCO will utilize a combination of cellular, direct connect and open frequency radio for internal communications. All collection vehicles are equipped with radios. Personnel EDCO will utilize support personnel from throughout Southern California to continue customer service, collection and maintenance operations. EDCO has over one thousand dedicated employees based within a three hour range of the City at over eleven different Southern California locations. The primary source of additional personnel will be the Long Beach terminal, with the Buena Park terminal serving as a secondary source of support. EDCO will utilize the full resources of the entire organization to work through threshold issues. As such, EDCO will immediately convene its Senior Management team to provide the combined experience, resources and commitment of the organization to work through the issues. EDCO will prioritize collection and customer service functions in the event this Contingency Plan is activated. Support drivers, Relief Drivers and Field Supervisors will provide support to existing operations personnel and in the event of any personnel unrest, they will assume primary support functions. EDCO will arrange temporary housing so that support personnel are available on an extended daily basis to address the needs of the City. Collection EDCO has over 400 vehicles domiciled within a three hour range of the City at over eleven different Southern California locations. IF7! g711 3 "We'll Take Care of It" Given that the City requires less than three percent of the overall fleet, as necessary EDCO will draw on support collection vehicles to supplement existing fleet. The primary source of additional equipment will be the Long Beach terminal, with the Buena Park terminal serving as a secondary source of support. The initial priority will be to collect all trash on regularly scheduled days and as necessary, collection crews will be available to work on Saturdays. In extreme operating conditions and with the permission of the City, collection crews will also be available to work on Sundays. Descending priority will then be placed on green waste and then recycling. With trash being collected one day per week effective July 1, 2010, this will minimize potential issues and allow full resources to be placed on refuse collection operations. Depending upon the circumstances an initial 24-48 hour delay in service may be experienced, particularly in the case of natural disasters. Depending upon the specific circumstances, residents may be asked to hold green waste and/or recycling for collection the following week or two weeks. EDCO will operate extended daily hours during the activation of this contingency plan. In the event roads are unable to be accessed, a central collection spot will be designated and EDCO support personnel will make reasonable attempts to move carts this location. In the event of a catastrophic situation, EDCO will utilize best management practices for central drop-off for refuse removal. Disposal In the event this contingency plan is activated,the ability to access disposal sites for collection vehicles will be a critical component. The primary disposal site for trash, green waste&recycling will be: EDCO Recycling&Transfer 2755 California Avenue Signal Hill The secondary support disposal site for trash, green waste&recycling will be: Carson Transfer Station Bel Art Transfer Station 321 W. Francisco St., Carson 2495 E. 68th Street, Long Beach Falcon Transfer Station CR Transfer(CRT) 3031 East "I" St., Wilmington 11232 Knott Ave., Stanton ! !r7V 4 4111 W'e'll Take Care of It" Paramount Resource Recycling 7230 Petterson Lane, Paramount The following will serve as back-up recycling sites: Potential Industries CR&R Recycling 922 East "E" St.,Wilmington 11292 Western Avenue, Stanton The majority of these facilities have the permitted capability to operate extended hours. It is also important to note that the operator can request the Local Enforcement Agency (LEA) to issue permit waivers for extended operating hours under extreme conditions. Most importantly, EDCO Recycling & Transfer is permitted for up to seven day a week operations up to 24 hours per day. With the concurrence of the Local Enforcement 5 _ 2111 "We'll Take Care of It" — 11! WASTE & RECYCLING SERVICES January 2, 2010 TO: The city of Rancho Palos Verdes CERTIFICATION Residential This is a written certification, signed under penalty of perjury, stating that no person acting on behalf of EDCO Disposal Corporation has paid, or offered or attempted to pay any elected or appointed official, officer or employee of the city of Rancho Palos Verdes any compensation or consideration, in any form whatsoever, in connection with obtaining or entering into this agreement. Steve South, President/ CEO Name & Title EDCO Disposal Corporation Name of Company Signature Date JAYI-‘1"21 c2, -24 t‘7- INTERNATIONAL FIDELITY INSURANCE COMPANY BOND NO. 0472111 PREMIUM: $26,250.00 Premium is for contract KNOW ALL MEN BY THESE PRESENTS THAT WE, term and is subject to adjustment based on final EDCO Disposal Corporation contract price. as Principal, and INTERNATIONAL FIDELITY INSURANCE COMPANY, a corporation duly organized and doing business under and by the virtue of the laws of the State of New Jersey, and duly licensed for the purpose of making, guaranteeing or becoming sole surety upon bonds or undertakings required or authorized by the laws of the said State, as Surety,are held and firmly bound unto City of Rancho Palos Verdes (Hereinafter called the Obligee) in the sum of One Million Seven Hundred Fifty Thousand Dollars and 00/100 Dollars ($1,750,000.00 ) for the payment whereof well and truly to be made we and each of us bind ourselves, our heirs, executors, administrators, successors and assigns,jointly and severally,firmly by these presents. THE CONDITION OF THE ABOVE OBLIGATION IS SUCH THAT, WHEREAS, the above bounden PRINCIPAL entered into a written Agreement dated November 11, 2009 ,( a copy of which agreement is or may be attached hereto, and is hereby referred to and made a part hereof), with the said Obligee to do and perform the following, to wit: 1.This bond shall have the term beginning November 11, 2009 and ending November 11, 2010 , but may be continued by certificate at the option of the Surety. Neither non-renewal by the surety,nor failure, nor inability of the Principal to file a replacement bond shall constitute a loss to the Obligee recoverable under this bond. Surety shall provide Obligee and Principal with a written notice of its intent not to continue this bond at least sixty (60) days prior to its anniversary date. 2. In the event of default by the Principal in the performance of the franchise agreement during the term of this bond, the Surety shall be liable only for damages incurred by Obligee up to termination date of this bond. 3. No claim shall be had or maintained against the Surety on this instrument unless such be brought or instituted and process served upon the Surety prior to expiration date of the bond;no suit shall be maintained against the Surety unless it be brought within one year from the termination or expiration date of the bond. 4. If any conflict or inconsistency exists between the Surety's obligations or undertakings as described in this bond and as described in the underlying document,then the terms of this bond shall prevail. 5. The aggregate liability of the surety is limited to the penal sum stated herein regardless of the number or amount of claims brought against this bond and regardless of the number of years this bond remains in force. 111,44, r 6. This bond shall not bind the-surety unless the bond is accepted by the Obligee. If the Obligee objects to any language contained herein, within 30 days of the date this bond is signed and sealed by the Surety, Obligee shall return this bond, certified mail or express courier,to the Surety at its address at: International Fidelity Insurance Company Attention: Dorothy O'Connor 1575 Treat Blvd., Suite 208 Walnut Creek, CA 94598 Failure to return the bond as described above shall constitute Obligee's acceptance of the terms and conditions,herein. NOW, THEREFORE, if the above bounden Principal shall well and truly perform the work contracted to be performed under said Franchise agreement, then this obligation to be null and void, otherwise to remain in full force and effect. No right of action shall accrue under this bond to or for the use of any person other than the said Obligee. SIGNED AND SEALED THIS 11 st day of November 2009 . EDCO Disposal Corporation Ai ,, t i'd6 ( t,- WI tional Fidelity Insurance Company By:tLawrence F.McMahon, Attorney-in-Fact CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of San Diego On NOV 112009 before me, Audrey Rodriguez , Notary Public personally appeared Lawrence F. McMahon who proved to me on the basis of satisfactory evidence to be the person(A) whose name(s) is/ut subscribed to the within instrument and acknowledged to me that he/AbellYthy executed the same in his/Iihr/tAt it capacity(iiii), and that by his/Wits/Mt signature() on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PURJURY under the laws of the state of California that the foregoing paragraph is true and correct. • pQ,� ka` .y e.�i 1p �.��.`' 1a c!.5-1 WITNESS my hand and official seal. n' �t...j4 i:'t a f Al .,r J e° Signature of I, otary Though the data below is not required by law,it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL [I] CORPORATE OFFICER Title or Type of Document ❑ PARTNER(S) Number of Pages Li MEMBER of LLC El ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR Date of Document OTHER: SIGNER IS REPRESENTING: Signer(s)other than named above NAME OF PERSON(S) OR ENTITY(IES) r i Z • Tel (§7Y24-7200 624-7200 WER OF ATTORNEI INTERNATIONAL FIDELITY INSURANCE COMPANY HOME OFFICE: ONE NEWARK CENTER, 20TH FLOOR NEWARK, NEW JERSEY 07102-5207 KNOW ALL MEN BY THESE PRESENTS: That INTERNATIONAL FIDELITY INSURANCE COMPANY, a corporation organized and existing laws of the State of New Jersey,and having its principal office in the City of Newark, New Jersey,does hereby constitute and appoint LAWRENCE F. MCMAHON San Diego, CA. its true and lawful attorney(s)-in-fact to execute, seal and deliver for and on its behalf as surety,any and all bonds and undertakings,contracts of indemnity and other writings obligatory in the nature thereof, which are or may be allowed, required or permitted by law,stature, rule,regulation,contract or otherwise, and the execution of such instrument(s) in pursuance of these presents, shall be as binding upon the said INTERNATIONAL FIDELITY INSURANCE COMPANY, as fully and amply, to all intents and purposes, as if the same had been duly executed and acknowledged by its regularly elected officers at its principal office. This Power of Attorney is executed,and may be revoked,pursuant to and by authority of Article 3-Section 3,of the By-Laws adopted by the Board of Directors of INTERNATIONAL FIDELITY INSURANCE COMPANY at a meeting called and held on the 7th day of February, 1974. The President or any Vice President,Executive Vice President,Secretary or Assistant Secretary,shall have power and authority (1)To appoint Attorneys-in-fact,and to authorize them to execute on behalf of the Company,and attach the Seal of the Company thereto,bonds and undertakings,contracts of indemnity and other writings obligatory in the nature thereof and, (2)To remove,at any time,any such attorney-in-fact and revoke the authority given. Further,this Power of Attorney is signed and sealed by facsimile pursuant to resolution of the Board of Directors of said Company adopted at a meeting duly called and held on the 29th day of April, 1982 of which the following is a true excerpt: Now therefore the signatures of such officers and the seal of the Company may be affixed to any such power of attorney or any certificate relating thereto by facsimile,and any such power of attorney or certificate bearing such facsimile signatures or facsimile seal shall be valid and binding upon the Company and any such power so executed and certified by facsimile signatures and facsimile seal shall be valid and binding upon the Company in the future with respect to any bond or undertaking to which it is attached. t‘1T Y/H IN TESTIMONY WHEREOF,INTERNATIONAL FIDELITY INSURANCE COMPANY has caused this instrument to be k•s signed and its corporate seal to be affixed by its authorized officer,this 16th day of October,A.D.2007.0� INTERNATIONAL RNATIONAL FIDELITY INSURANCE COMPANY o � y `' SEAL , -- y904STATE OF NEW JERSEY Of' ' 4 County of Essex %7vik as Secretary On this 16th day of October 2007, before me came the individual who executed the preceding instrument, to me personally known, and, being by me duly sworn,said the he is the therein described and authorized officer of the INTERNATIONAL FIDELITY INSURANCE COMPANY;that the seal affixed to said instrument is the Corporate Seal of said Company; that the said Corporate Seal and his signature were duly affixed by order of the Board of Directors of said Company. A AIN TESTIMONY WHEREOF,I have hereunto set my hand affixed my Official Seal, • at the City of Newark,New Jersey the day and year first above written. 4 NOTARY PUBLIC • ttk ERS A NOTARY PUBLIC OF NEW JERSEY CERTIFICATION My Commission Expires Nov.21,2010 I,the undersigned officer of INTERNATIONAL FIDELITY INSURANCE COMPANY do hereby certify that I have compared the foregoing copy of the Power of Attorney and affidavit,and the copy of the Section of the By-Laws of said Company as set forth in said Power of Attorney,with the ORIGINALS ON IN THE HOME OFFICE OF SAID COMPANY,and that the same are correct transcripts thereof, and of the whole of the said originals,and that the said Power of Attorney has not been revoked and is now in full force and effect WHEREOF,I have hereunto set IN TESTIMONYmy hand this day of NOV 1 1 2009 Assistant Secretary • Hca <f '\ \ international FidelityInsurance Company One Newark Cel-2040 Roar . ' Newark, 07102 (973)524 7200 Sa.401,0 wwwiftc.com awe CONTINUATION CERTIFICATE Bond No. 0472111 Bond Amount: $1,750,000 Bond Description: INDEMNITY BONDS-NON-CONTRUCTION CONTRACT PERF BOND Term Effective Date: 11/11/11 - 11/11/12 Term Premium: $26,250.00 Principal/Insured: EDCO Disposal Corporation 6670 Federal Boulevard Lemon Grove CA 91945 -0000 Obligee: City of Rancho Palos Verdes 30940 Hawthorne Blvd. Rancho Palos Verdes CA 90275 -5391 Agent: Alliant Insurance Service,Inc It is hereby agreed that the captioned numbered Bond is continued in force in the above amount for the period of the continued term stated above . This continuation shall be deemed a part of the original bond and not a new obligation and is subject to all the covenants and conditions of said bond. INTERNATIONAL FIDELITY INSURANCE COMPANY : o� � B g SAI y c-, y,� Attorney-in-Fact : Lawrence F. McMahon19O4� 44-3ItiviklEV3.40p* CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of San Diego On 9 2011 before me, H.L.Martinez,Notary Public Date Here Insert Name and Title of the Officer personally appeared Lawrence F.McMahon Name(s)of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/4re subscribed to the within instrument and acknowledged to me that he/61AWRIAN executed the same in his/hey/their authorized capacity(f fi), and that by his/Wf/ &signature(s) on the instrument the person(s), or the entity upon behalf of K: .. :.. N L. t�AR II' EZ 1� . . which the person() acted, executed the instrument. �' COMM. #1896421 0 NOTARY f-'uibl_C-C ►iFQRNItie A . I certify under PENALTY OF PERJURY under the laws � My Cor:s issiao�Expi1 es JULY r.r 4 of the State of California that the foregoing is �,�.,�Y�.�,2��1 � 9 g true and correct. WITNESS my hand and fficial seal. Signature Place Notary Seal Above ignature of Notary Public OPTIONAL Though the information below is not required by law,it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s)Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Signer's Name: ❑ Individual ❑ Individual ❑ Corporate Officer—Title(s): ❑Corporate Officer—Title(s): ❑ Partner—❑ Limited ❑ General RIGHTTHUMBPRINT ❑Partner—❑ Limited 1:1 General RIGHTTHUMBPRINT ❑ Attorney in Fact OF SIGNER ❑Attorney in Fact OF SIGNER ❑ Trustee Top of thumb here ❑Trustee Top of thumb here ❑ Guardian or Conservator ❑Guardian or Conservator ❑ Other: ❑Other: Signer Is Representing: Signer Is Representing: +�.\_.+\ +��+�.+\_..\ +��• •✓+�• +\,\ +�.+�..' . +\_�+�.+\�\�•✓+�..�`�+�.+�.+�.+��+moi+�.+��.�.+tom+�.+�.+��•�1+� +��+��+��+'�+ +�. ©2007 National Notary Association•9350 De Soto Ave.,P.O.Box 2402•Chatsworth,CA 91313-2402•www.NationalNotary.org Item#5907 Reorder:Call Toll-Free 1-800-876-6827 ' el_•97,3.........,.,.T:::6,• :62442--x::::: _: :.::: ;.:` :; :::: :` .. ( .. . ::.: . ;.. .:: .::. •.:..: ::..: . . . •. :..: :•.:. •.:.. . EWER OF.ATT( :....: .:• ;..... ...: ....: .:..:. ::. ::.-.... .:•.::;- :..• :..:... :. •.•. ••.:•.:• •::.:. .:..: :.INTEh:NATI(JNAL FIDELITY INSLTRANCE COMPANY ::::*'..i.. ,!.'.:..:..!:! .::.:,:::::::::::, r....::..„ ,-, ..-...- -::.::-.---:....--::: � :: NEWARKCENTER,20TH FLOORL.', �•. ::• ...::.....HOME OFFICE. ONE CE :., = NEWARK, NEW JERSEY 07102-5207 : KNOW ALL MEN BY THESE PRESENTS. That INTENATIONAL FIDELITY INSURANCE COMPANY, a corporation organized and existing • laws of the State of New Jersey,and having its priR ncipal office in the City of Newark, New Jersey,does hereby constitute and appoint JAMES D. CASTLE, LINDSEY LAUX, LAWRENCE F. MCMAHON '::,.:. i:::::: ::..:-:,. :::::,::: :::::;::::. -:::....:.:::...:,: .. ,..: . _ .. San Diego, CA. its true and lawful attorney(s)-in-fact to execute, seal and deliver for and on its behalf as surety,any and all bonds and undertakings,contracts of indemnity and other writings obligatory in the nature thereof, which are or may be allowed, required or permitted by law,stature, rule, regulation,contract or otherwise, and the execution of such instruments) in pursuance of these presents, shall be as binding upon the said INTERNATIONAL FIDELITY INSURANCE COMPANY, as fully and amply, to all intents and purposes, as if the same had been duly executed and acknowledged by its regularly elected officers at its principal office. This Power of Attorney is executed,and may be revoked,pursuant to and by authority of Article 3-Section 3,of the By-Laws adopted by the Board of Directors of INTERNATIONAL FIDELITY INSURANCE COMPANY at a meeting called and held on the 7th day of February, 1974. The President or any Vice President, Executive Vice President,Secretary or Assistant Secretary,shall have power and authority (1)To appoint Attorneys-in-fact, and to authorize them to execute on behalf of the Company,and attach the Seal of the Company thereto,bonds and undertakings,contracts of indemnity and other writings obligatory in the nature thereof and, (2)To remove,at any time,any such attorney-in-fact and revoke the authority given. Further,this Power of Attorney is signed and sealed by facsimile pursuant to resolution of the Board of Directors of said Company adopted at a meeting duly called and held on the 29th day of April, 1982 of which the following is a true excerpt: Now therefore the signatures of such officers and the seal of the Company may be affixed to any such power of attorney or any certificate relating thereto by facsimile, and any such power of attorney or certificate bearing such facsimile signatures or facsimile seal shall be valid and binding upon the Company and any suchpower so executed and certified by facsimile signatures and facsimile seal shall be valid and binding upon the Company in the future with respect to any bond r undertaking to which it is attached. c\-1T Y/Ns IN TESTIMONY WHEREOF,INTERNATIONAL FIDELITY INSURANCE COMPANY has caused this instrument to be 0 O signed and its corporate seal to be affixed by its authorized officer,this 16th day of October,A.D.2007. � �'?°R4 INTERNATIONAL FIDELITY INSURANCE COMPANY 'IR. �'' G t=3 SEAL � )904 STATE OF NEW JERSEY 6 56' p County of Essex �� a 1N/ * Secretary On this 16th day of October 2007, before me came the individual who executed the preceding instrument, to me personallyknown, and, being by me duly sworn, said the he is the therein described and authorized officer of the INTERNATIONAL FIDELITY INSURANCE COMPANY;that the seal affixed to said instrument is the Corporate Seal of said Company; that the said Corporate Seal and his signature were duly affixed by order of the Board of Directors of said Company. 0A R Qi, IN TESTIMONY WHEREOF,I have hereunto set my hand affixed my Official Seal, / 1"iat the City of Newark, New Jersey the day and year first above written. NOTARY PUBLIC �'JER' ANOTARY PUBLIC OF NEW JERSEY ::- .:. CERTIFICATION My Commission Expires Nov. 21,2010 I, the undersigned officer of INTERNATIONAL FIDELITY INSURANCE COMPANY do hereby certify that I have compared the foregoing copy of th€ ... Power of Attorney and affidavit,and the copy of the Section of the By-Laws of said Company as set forth in said Power of Attorney with the ORIGINALS ON .-....--- ...!.. ;*- -,: IN THE HOME OFFICE OF SAID COMPANY,and that the same are correct transcripts thereof,and of the whole of the said originals;and that the said owg. of Attorney has not been revoked and is now in full force and effect TESTIMONY WIEREOF,I have hereunto set m hand this >;.:;:.;:..• da of::::!.:;:: . ' . . •.. ....:.e :::::.:::....:::,,,.. .....,...:.:::..::i...:................:.....:.... ....:..._ ,,.:....., .„.:.....,......:::.: ... :...::. ..:...: ..,,,:..; ...::NOV G.'4,',2011.-.:':;'.;:;::.:.',.,:::.,:.:.:.;:::... ,,,,..,:::::::.:::::.::,.. .::.,:k::::::::.:-.,...:...,...:.:::::::::::;:::.. :::.:::::„.........:::.:.:::.: ::::,: ...... $(J '- - ........ ....- .....- -..:-: "::.'.'. -.:::. ..:: . ... ...."'''''''':"-:,1.:H.. . ot,... ..Lei51-4.::::: ''-':.e::':'::- -:::..:: • - -- .-:..-. ....:' :i.•-• -...:- ':...: ::.:.': -:':;:... -'.::::" ':.'..":- ":*.::.- 4f4.4ditil,:.:.::-- .,4i-- - .:::-'-: --,--::--: •:„::.:::---:::-:', .-?..,.:::.::: -',.:;;.;;: .:;'!„::?. :,ASiS tont Sec e ..::!:: ::'''.:.:: '''i!:.:::. '.;;::.:. '.:: ..:.::' '''''::';:: -:.;:.::.*:-' :.::!'.:.''..'::::::::: -'::::.:::. ..: !':!'. -'1.:;::.::.:... :::::::::.:::::- :::.':.:::* :'...::..: '''''' ::rf.::1-'..::::.....—' .-- i!:::i::. ::: ::::'•:,'...::1:.:.,.::. ..'.;:,;:.:.::'::.-'.ii..:.::::.::::::;F:.:::::!:.."'....„.::::::.:.-:::' .-.....::::::::::i:' -]::.:::::-..::: -!!::.......:..:::-.:!:.!...i.::::.:.:::::' .'.:.:..'-.:- ...:::..:.'!.'... ':..'.::...:.:.:!'...' s Date: _12_1_02_12011 TO: THE CITY OF RANCHO PALOS VERDES CERTIFICATION This is a written certification, signed under penalty of perjury, stating that no persons acting on behalf of EDCO Disposal Corporation has paid, or offered or attempted to pay, any elected or appointed official, officer or employee of the City of Rancho Palos Verdes any compensation or consideration, in any form whatsoever, in connection with obtaining or entering into this Agreement. Efrain Ramirez Vice President Name & Title EDCO Disposal Corporation Name of Company 6/0;44 ieatts44"1.-- /oz_ 2 -.), Signature & Date "We'll Take Care of It" C:\UserslEfraiMDocuments12anctig 8.Vgt(ififsEio:l earkoew oaciyCa)itornia5yF14 (562)423-8161 • Fax: (562)423-1971 •www.edcodisposal.com • Printed on Recycled Paper + Premium: $26,250.00 INTERNATIONAL FIDELITY INSURANCE COMPANY (Home Office:Newark,New Jersey) 1575 Treat Blvd.,#208,Walnut Creek,CA 94598 VERIFICATION CERTIFICATE-PREMIUM BILLING NOTICE Principal-Name&Address Bond No.: 472111 EDCO Disposal Corporation Continuation Effective Date 6670 Federal Blvd. From: November 11, 2012 Lemon Grove, CA 91945-1392 Obligee A¢ent:, City of Rancho Palos Verdes International Fidelity Insurance Company 30940 Hawthorne Blvd. One Newark Center Rancho Palos Verdes, CA 90275-5391 Newark, NJ 07102-5207 Bond Amount PREMIUM BILLING $26,250.00 $1,750,000.00 III Continuation Certificate Not Required IN Continuation Certificate Required And Is Described Below CONTINUATION CERTIFICATE It is hereby agreed that the captioned numbered Bond is continued in force in the above amount for the period of the continued term stated above and is subject to all the cov- enants and conditions of said Bond. This continuation shall be deemed a part of the original Bond,and not a new obli- gation,no matter how long the Bond has been in force or how many premiums are paid for the Bond,unless otherwise provided for by statute or ordinance applicable. In witness whereof,the company has caused this instrument to be duly signed, sealed and dated as of the above"continuation effective date". Int: ational Fidelity Insurance Company a L. ence F. McMahon Attorney-in-Fact No Signature Needed Where Continuation Certificate Is Not Required • CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA County of San Diego On NOV 0 1 2012 before me, Lilia Robinson , Notary Public, Date Insert Name of Notary exactly as it appears on the official seal personally appeared Lawrence F. McMahon Name(s)of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(( whose name( is/#f# subscribed to the within instrument and acknowledged to me that he/ WIM executed the same in his/Y/ f/i A/f authorized capacity(10), LILIA ROBINSON and that by hisMAIA4MilsignatureW on the instrument the COMM.#1570129 n person(, or the entity upon behalf of which the person(( r 4 "- NOTARY PUBLIC-CALIFORNIA n acted, executed the instrument. ' SAN DIEGO COUNTY f My CommissionBE29 Expires I certifyunder PENALTY OF PERJURY under the laws of •..,, NOVEMBER 2013 the State of California that the foregoing •. ag -ph is true and correct. Witness myhand and official seal. , � Signature Place Notary Seal Above Signature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of the form to another document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s)Other Than Named Above: Capacity(ies)Claimed by Signer(s) Signer's Name: Signer's Name: ❑ Individual ❑ Individual ❑ Corporate Officer-Title(s): ❑ Corporate Officer -Title(s): ❑ Partner ❑Limited ❑General ❑ Partner ❑Limited❑ General C1 Attorney in Fact RIGHT THUMBPRINT ❑ Attorney in Fact RIGHT THUMBPRINT ❑ Trustee OF SIGNER 0 Trustee OF SIGNER ❑ Guardian or Conservator Top of thumb here ❑ Guardian or Conservator Top of thumb here ❑ Other: ❑ Other: Signer is Representing: Signer is Representing: •• _•• .••••• • is .. . �: . .•: .. . . .. . .... . OWER OF ATTORNE . .. '' • SURANCE/COMPAM(-- . •. .:::• . . ......: . :.: •:...: .:..... : •:.•••••••• •••'. •••. :• ••••. ":•••••• •••••• • .• ',Y.'''...: : FI C E�.:ONE•.::NEWARK•:CENTER 20TH FLOOR • ( lE.QF C ...::...... : :..: K. :EWAR ..NES JERSEY--...07:1t 2-5207 .. ALLByTHESE-PRESENTS': That TERNATION.ALFIDELITY.INSURANCE COMPANY, •a:'corporation organized and existing haws:.of the•.State of New.JerseY,:and•havin its Principal office eCity of Newark,Newydoes::hereby constitute and appoin :AHo .0 F� C �M JAMES.I3• :C.A.STLE:•`LAWREN., E... :.. Ste:Diego,.CA .. ..... nd of mni a d deliver.for Nand:on:its behal€as sure -:an• and all bonds and undertakings,contracts inde . ty true and:�•�law f ul Otto-rne (s)in fact:fo e�cecut_e;:seal an .. .. surety;,.-Any. other writings:obll to '.m:the.mature::thereof,:which.are or,May be'allowed,required or rmitted by:law,stature;_rule,:-re .lation,::contract or otherwise: and ttie execution.:of:such.l istrutnerrt(s)..in pursuance: or•these presents,.sliall :be as binding .upon AL-'FIDELITY IN CE COMPANY, as full and::-am`ly`to all.intents and purposes;as if:the':same.had.been duly executed and'•acknowledged by its regularly elected-officers at its Y PY.:. • rind al::office. `rd o .d b. au: ari of Article 3..Section 3. of.ahe B �L.aws ado -ted-.b� the Boa f This Power of Attorne�.: s•.e�cecuted,an4d i�nay�be::�e�roked;pPrsuant to:.an y . � . ty... y Y IN- ANCE COMPANY`at a meetin :called and held'or the.7th•da of Febniary,.1974: Directors of:INTERNATIONAL FIDELITY; S�7R .... g � • .. tar. ,'shall have ower'and;authority ::::...'...> The president:nr> ny Vice PFesdent;Executive Vice Secretary or Ass:istarkt Secre y p and ` --dattach:- Seal of the Com: �1•�:To a .' int:Attorne`s-in-fact,.:and to authorize.tll�er�i to execute.-on behalf of the Co7npa n y}..an . pan Y ribs thereto,bo . . .•:: ' • '`` wrtir s obli to in titc natu_re.aheeof.:and,:. ..::•• 'pndertakmgs,:contracts;©f_iilderr�nity and other . g .. 1�..�. (2)To remove,at'an .tiine,..'an.-such attorney-in-fact and revoke the'authority:given. • o r:��so u_':on-of the .oard of'Directors of said Com.:an `ado ted at a meeting ._ :�Furtlier this'Power.of:Attorney is_signed:and sealed by'facsimile pursuant t e l ti4 E P y P dulycalled and held an:the 29th day of.:April, 19 2 of which:the following.is a.-true excerpt: Now therefore the-.Si gnats res of:such officers and the seal'of the Company may be affixed'to any.•such .. wer of attorney or any certificate relating thereto.:by : c'i ile and an such wer of:lattorne: or certificate'beariri�� such::facsimile signatures.:or facsimile sea:•shall.:be valid and binding..0Po n.the.company and:an such. ower;so•executed and:certified:b-: facsimile signatures and facsimile seal shall.be valid and binding upon the-company:in a future..with:.respect o ny :.. bond:ar undertaking.:.to:which it is attached. :. TESTIM{3ATY WHEREQF;:INTERNATIONAL F'IDELITY..INSi3RANCE COMPANY has:caused-:this institinient to.he • ..signed and its: iCe aPPo • 4!. •:: .• •::•.: . INTERNATIONAL FIDELI` Y'INSURANCE COMPANY EAI •-• •• STATE..OF NEW JERSEY ••••194 . County.of Essex :...:. Secretary duly .i: me be Inc rsonal 1 :known�•and n -b • ��On:::;hs`loth dna.:�Of October:20p7, before.:Fne•came:.the:individual:who-executed the ��.recedingg.:.instrument, to.. ....� ... , F • :..sworn aid the he.is::the therein-•.described:.and..'authorized;officer of:the ...:INTERNAT ONAL II)ELI 'Y INS CE COMPANY,that.the:seal affixed to ::::: m.nt is..::the.Co• `rate..Seal.of said Com an��.;..that the said.C:o.-orate.:•Seal..and his signature'were.duly affixed by order of the Board of Directors of . ....aaid�x:�stru..e ..... .. . ..:.. :. P Y ... rP said Company. .* ( � .IN TESTIMONY WHEREOF;I have hereunto'set my hand affixed my Official Seal,' :�'�.: 4�•:x*. ..: r : .':. :' ... , r e .e day- d ear first above.written: . •.:••••, ... at the Vii. orf.Newark,New-Je s th. f (PA 471 •.• •:rs •:.: •.:•• •..rs •••:• •••:••• A NOTARY':•••UBLIC.OF NEW JERSEY • Coinrnission'Epires March.27-2014 • •.:: CERTIFICATION# : ' I,the undersigned officer of INTERNATIONAL:FIDELITY INSURANCE::CO 'ANY_do hereby::certify that I have compared the foregoing copy:.of the t in.said Power of Attorne• ..with-the ORIGINALS N a se forth .PovKer:•af.Attorney acid:-affidavit;:'•aud.:the copy of the Section of the B.1-,Laws of said Company. s Y e mals;:and.that the said.Power IN•THE HOSE O-FACE-0.�`:'SAID....COMPANY and that the samerare correct transcripts thereof,and of.th whore of the..said.'prig' • ::n't been revoked-:and•�is.•now in full.force::and.:effect of Attorney_.ba .:.4:.,..::.•• ,. .:• of myhand this .`:::.:: <..`:.::da' <:::':�:IN TBSTIlVi01'�'�::WI-IEREOF,I have hereunto set �� •�`• ... : • : . • • •••••••• •••••••••••••. ••• • 1r4(4?. .•••••• ••••••-• r e•: A., nt Secr to �1Sta y a V . • INTERNATIONAL FIDELITY INSURANCE COMPANY (Home Office: Newark,New Jersey) 2999 Oak Road,#820,Walnut Creek,CA 94597 CONTINUATION-PREMIUM BILLING NOTICE Principal-Name&Address Bond No.: 472111 EDCO Disposal Corporation 6670 Federal Blvd. Continuation Effective Date Lemon Grove,CA 91945-1392 From: November 11,2013 To: November 11,2014 Obligee Agent: City of Rancho Palos Verdes International Fidelity Insurance Company 30940 Hawthorne Blvd. One Newark Center Rancho Palos Verdes,CA 90275-5391 Newark,NJ 07102-5207 Bond Amount Premium Billing $1,750,000.00 $21,000.00 ❑Continuation Certificate Not Required ✓�Continuation Certificate Required And Is Described Below CONTINUATION CERTIFICATE It is hereby agreed that the captioned numbered Bond is continued in force in the above amount for the period of the continued term stated above and is subject to all the cov- enants and conditions of said Bond. This continuation shall be deemed a part of the original Bond,and not a new obli- gation,no matter how long the Bond has been in force or how many premiums are paid for the Bond,unless otherwise provided for by statute or ordinance applicable. In witness whereof,the company has cause, . is instrument to be duly signed, sealed and dated as of the above"continuation effe • date". Inte , tonal Fidelity Insurance Company Signed and Sealed November 5,2013 1 1 k B A raWrence F.McMahon /Attorney-in-Fact No Signature Needed Where Continuation Certificate Is Not Required , CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA County of San Diego On NOV 0 5 2013 before me, Janice R. Martin , Notary Public, Date Insert Name of Notary exactly as it appears on the official seal personally appeared Lawrence F. McMahon Name(s)of Signer(s) , who proved to me on the basis of satisfactory evidence to be the person( ] whose name( ] is/00 subscribed to the within instrument and acknowledged to me that he/'lfIfl M/ A-4., JANICE R. MARTIN executed the same in his/Mt/NW authorized capacity(10), COMM. #1986564 n and that by his/f tf l /i signature( on the instrument the UAtts�`�'. NOTARY PUBLIC-CALIFORNIA C4 person(], or the entity upon behalf of which the person( Ft -45,: -,,,'-',°%1_ SAN DIEGO COUNTY - acted, executed the instrument. VMy Commission Expires *flii.rii'' JULY 29 2016 I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. Witness m •-•d and official seal. IIIIIISignatur- '' Place Notary Seal Above Signat I otary Public Ja' ice R. Martin OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of the form to another document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s)Other Than Named Above: Capacity(ies)Claimed by Signer(s) Signer's Name: Signer's Name: ❑ Individual ❑ Individual El Corporate Officer-Title(s): ❑ Corporate Officer -Title(s): ❑ Partner ❑Limited ❑General ❑ Partner ❑Limited❑ General g Attorney in Fact RIGHT THUMBPRINT ❑ Attorney in Fact RIGHT THUMBPRINT ❑ Trustee OF SIGNER ❑ Trustee OF SIGNER ❑ Guardian or Conservator Top of thumb here ❑ Guardian or Conservator Top of thumb here ❑ Other: ❑ Other: Signer is Representing: Signer is Representing: r : . '....--:•-•:',.........::::;:. --:::::::••••••...ii..:-. ........: ... .:. ...-...;......:7::iT::•••:...--.:.•;:::.:-.:*:„:.:. ....•.-T-... .•.•'POWER .O.F.:ATTORNE:-.. --- -------..... -....--. ....-- ------ ---....- -.....---- '.....- -...--- ..-... .,,.., .:. ,.. ::.... .,...... :. ..... : ...... .: ..:...... .,. ..... ..,.:. :. .... .. ...... :. ... .:„ ............ ... : .... .... ::. ..:.:.,. ... .:...: .... . ..: .... ... .. :. ...... .. ...,.... .. ... .. :..... ..,. ,.. .. . . ... ... . ., . .. . , ....... ...... .. ....,.. .... .. ...7.•, •, • ,•.•: ..• •,._• ... .. ... .. •. ....:.: . . ,. . ,. :.... :.• ..". .•i.1 :.. I ..:••. ....,-..:•.... '.......:.. ..,..:.: .•.. ::.'::.:... .:::..:::: :,,.....:.... ,:,.••• -•-.. •...• ••:......::.•::,••::. :::'.::::..:::";:..::':..:i..-:..'.-......::::,,-..:..,-.. •?-..:..::-::::-i.l.•.:•...::::-...:.i..::•':.:••:::..U...•- ..••.•:.•.:::::•:::::::::-;•.:::,::::.....:L.::.:•. ., .•:•HI.:.•: -:::: -::::. .:: ,:::....;i'.,. •:..::.::-::.::::.;.....i..:...-.-...:....:.:.:::•:.•-••....-......:.-' .::: ... IDELITY INSURAN.CE..COMPANY:.. :. .. . . ATIE�NAL.F .. ...1-...::.. ..-::::-:..:;:. ALLEGHENY CASA ALTY COMPANY .:: ......:..".•••.-.-.:.:::::::.::::::::.:.:...-...:.:.:".-.......:.--Th•...:--:.-.:..::.::.::--::•.:::.-...7... -.-•.--......-:::."::.:1..:. :::::::.;:'..:.:-.;;-:..:i::::::..:::::::::.::,...:!:: :•... R 2'..:H FLOOR NEWARK NEW .R'SEY ,07102=520 ••:. :. . ON:E N-.-• CENTS , 20 ' and exist under ed N•• ....�. 4lVlP Y� a co. �4on.. . �. KNOW ALL`:11IlEN�:BY:T�iESE��f�EseFV�''5..:.'.. That:-.INTERNATIONAL FIDELITY;INSI�FiA C�..� AN .., .. ._ .. . � .. .... .:. :.: .:. ... . Mate--of�..• .:...:.:. ..::::::::::the.laws. of:•---#he::State of New terse.:.;::.and ALLEGHENY CASUALTY;::COMPANY a-:corporation..or anized•and-existin under--the::laws of the .:. y the C' of Ne a �:- ::Penns. lvania;:haven-::...their: .•rand al..off�e.:.ir1:. •:`. .�.. qty:•:":... :w rk,New Jersey,:do::hereby...eorts#itu#e:and appoint ;• .• ..• '-.._:.'• .. LAWRENCE:iF :MCMAHON : :- <:' .....:....... ::.. ...:..::::.'San Die c •:�::CA. .• 9 .. ...: _ :• • l and: eliv r:for and`omits�behalf:as sure'-,an:� :and all.:bonds and•:ur dertakings,contracts.of indemnity. • .. their.,tare:and law#�ul attorney s�-rn,fact tri Execute,sea d .. a ty. y • t... in:the. n ture thereof• which are or may he allowed;::required or permitted.0y law,..statute:rule,r ulabon,contract-or:otherwise : acid:nth et wRtir1 s'obliga ory,.- �e a.. .. .., May :he •�: and the execution:of such instrument•s iii:'ursuance of t'fully ese presents,shall:-be as'.binding upon :the.•said;.l ERNAT:.ONAL FIDEL1TY.INSE :.:.; :COMPANY and•`ALLEGHENY CASUA Y:COMPANY,<as• fu I I y and:::amply,:�to.:all intents::•and.:purposes,•as if•'the same:.had been .duly:.executed'.and :*:acknowled ed:<b: their re ularl :elected-officers:at_-their principal:.offtces. .. . 9 y 9... y. : `of�.INTERNATIONAL FIDELITY IN S U RANCE •:-.-::i ::�: ::`This Power of•Attome�t::is executed,..and::rr�a . bei:revoked,-:pursuan#'::�tc �-arrd b:: authori of:the: By-Laws" .... 4. MPANY and s-�ranted-under and authoriof the following resolution::adopted�b- the Board of Directors ' -�IENY -ASUf�-LTY':C� .. � Y .::: .:::� .:•COMPANI�and ALLEGHENY.C ... 0 . • Of.INTERNATIONAL F1:DE LITY NSURANCE::COMPANY.:.at a:meeting duly:.held on the 20th'•day of duly'20.- ar t:by:the.Board'o.Directors of:ALLEG NY •. ••:-..••••••••••••••• CASUALTY:COMPANY at a'meeting duly•-•held::on�the:15th day of.August;.� 000 ... .. :,, ..... t>and>:to:revoke..:the a intment--....:•:..#, th e .::::::.---::.-•• ;R . : .. �. • . .. :.. �r Secretary of-#he Corporation shall have a .r th eRpoin,... ESOL: D-'that:�1).-:the President,.:Vice President, :� _pow PPo •-in=l act::or a--ents:with • er.and:authori•:.as defined or limited in their respective powers of attorne •and to execute o n t ehalf of:the:Corporation . -�:: Attorneys a ..: �.: ' . for . .and affix the Cor :oration s.:•seal.:thereto;:.bonds,un ertakings;: r:-ecognizances,•:.contracts of;.indernni .and-.o er:wntten;obli tions in the nature thereof relat :-:.thereto; and::2).an�...such Officers of the Co oration may appoint and..revoke the.a intmen •ofjoint.control custodians;agents for acceptance-of :: :.'.rocess,and Attorneys-in-fact with authonty.to-execute-waivers and consents.:on behalf of.: a Corporation;-and :3.)the signatyre ofany:such Off er'of.:•the . :. {{ bond,�underta#ci , :: .. ... - se l:ma .be affixed b .faesimrle.to•an wer of attome or•certification:given:for e��.ecutron_of-eny�..._ .. ng ::..'.:. . �orpor�t}Qn a nil ahe,,orporataons_ a :.. :.y y Po ni n ' ntract::of:indemni or..other•wntten:•obli -atlor:.in the nature• thereof or.:re ated:.-thereto,:.ouch signature and.seals<'when:so used whether : •. reC Via ca . . � •rationthe og .. .f' '�r r r fter ::bei-:: here ad ted b- the C p: : •as. original signature of such officer and the Original seal of the Corporation,to be valid • here ofo e.o ire ea. .. -hg;. oP. •:Nand binding upon-`the'(orporatroo w�h:the same orce.and•effect as though man is y affixed.,":: ....... .• ' W E .-'O:'"::INTERNATIONAL FIDELITY::INSURANCE COPi NY:::.axed ALLEGHENY:::CASUALTY:COMPANY..have each execut an . ... 'l:N.WITNESS . H RE..F,..� attested these: esents.on this 12th::day of.:March,:2.012.::•.-*...• •:: P' • ''.. 7-14SUAt.i''''''\ '. -.:. ....' '- • ..:' .WJER S EY . •: -•••••- _.. . STATE OF N� Coun of Essex.. >. , ': �.: . �.>;:-::::.. '< -/•� . :::::"::':H."":....': ." ':".. '.:41s!..-.:4F. 77.Y'''''751T''''' ''' :."• ':.... ''iL:: ''" ::: 1". ....... •": ''."•• 1" .::: ' ':: ' .:::. :•.:- ' : ' ... ...:. - . -.• h.....':- -: .....i: .:' ..1 H: ' • ...: ....; ''' ' -.'.-.' ' ' ' ..:: ' c ...:'' ''.......::".. ::1 ....:: ''.:::: .:::. ..:* ::::-.H.- ...:. '' E.' '::::'..::':: *---J:'''.-..:1-936-''' '-- '' ''-'::. --- ... ....:..:... .:..... .:.... CV,:;::. ... ..„:,- ..:.::.•,. ;PIO: :::: ......... ...:: :...-.. .:.:.•:. ..:.::' ...H.. ....::-....-'.H.. ..:....."..-..- . .. ::.:. ......1:...:......:::':::::::.:.. .ZI.-i::,,....i''::::1104.: ...iiii".',..,..-.....''.:!::::.:1........'::::: ..:.::':.':.:!:-..;::. .. .::11.'.... ..'......-- fb '.:::-.':- .::::----....-::.:.. ''' ''..:::.:..-...:-.:....-.. ..---''-:::'• :.•'••••••-:::. ::,..• ...,-;.,:..,:t-•...:.:.:-,..:-.ii.::::::.ii..-:.:-.... :-.::.-. ..--- ,:::-::,' -H.-----:.::::: :.':-. -:.-:::HH------ 4.-----.-H-::- .i'.'...-:EH-'-:":---..4:-::' ::.-.'1 --:-...'::'--:--:.--' ... :.I. ,..46'. - • .:'-. .::.'. :.. ROBERT W.::::.:Ms. INSTER Executive.. esidenCtr : Vice President/Chief..ief O: rating fficer; _ ��'� . . ``•.:. onal:Fidelity Insurance::Company). �YL. •:.:::::.... •:::::.-.::..: -. `arid .President:(A[Iegheny-Casualty Company) ,:• .: day o ,.•and, bein : b me duly. . .:.�:••.:On this.::.12th :b#March 2012, before.rne camethe rndrwicfual•who-executed the:preceding•instrument,to nye personalty k�nwri. - .g Y- rn a i he is` therein described and authorized-:officer of INTERNATIONAL- FIDELITY INSURANCE•:•COMPAiNY and ALLEGHENY CASUALTY �- :� swo said the . . . . .. COMPANY; that the.seals affixed<:to said'instrument•are the Corporate Seals'.of.saidCompanies,that the said:Corporate`seals and his signature were • .. . duly•affixed by order.:of.the Boards.of`Directors of said Companies. -.::.::•::•-•:•:•:.:- ... . t a 1 ': ... -:. ..::. OF: :I:hare::hereun to:::-.-set �::hand ffixed my:�fficia Sea#, .: ' . at.the:. ity o ewark;Never Jersey the:day and:Yearfirst above written :•::.::::::: ..'Hi:'::•:••:::•::.::.........I.:P7tt.b..ic)7k.47.45-.P.0::-S•...,..•:.•. -. . •'••••••:. . .........:•:- ...--•:::. .:;-:••:••• .. - - ..s....--. -.l........s..:. - ..::.:...::: 1;-::':** .... '''':::::.Z/:.'::::.. '''- -''...::.''''.. - ...f.:1:. ..::.' otz;,...e.z...) :• : .:: • -. � �., ►��►�::., ...: . . *•• A.NOTARY PUBLCof NEVN JERSEY %: +.:: r... . : :..- . . :.„:„:, :,:::,.,,:::: •....: My:.,Commission'Ex ires:Mar.;27,2Q14::::: • . � �1� : .:: 'CERTIFICATION • • .. l.,•.the undersr-nedsofficer:of1fiTERN4TlONAL FIDELITY-INSURANCE.:CflMPANY and ALLEGHEhY-CASUALTY::COIPANYo hereby certifyahat lhav e co ared::the•:fo �r� oin co of.the Power of Attorney-and aflidavit,.and-the.copy.of..the::::Sections of the By:Laws of:said`Companies::as set forth in said,. � � g pY Power of Attory,••:::with:the fur . als<on-.:file.:.in: the home office of said companies .•:and: that the same are'correct transcripts thereof;and.of the"whole. Attorney ha�� not been revoked,and is now in full force-and:effect: Of the said ongrn-als,ai�d>that�ahe:said•'ower•.:of o y s . .: I.N TESTIMONY...WHEREOF,.-..t have hereunto . set.my hand this ....y Z013 ''''--.....'.... :::- 7." .::' ' ::•-:-.:-....:.:....::' ''.."-.:::......'- -.....":" :::: :•:::.•,....•-:.•-•...-.-:::: .--':::,....-...,::...-:::::•, --.... .-::::. ::.,...".......-...---...--....-.-:,-: ....,.:•:,...-.......•••:.-.---... ::.....--,.::: .....:-.-......, ,............. -._ ir4-44e..../ ... .., )-_,-.0f.,,ipocieg64.-- -."-:.----.,..-- -..,:-.----..--:::::-...-...-----...::::: ,.........,. :::::.,..,... :-.........-::::,. :....11...::•::::::....:::::. --...:;.:-:-:,....,•......:.....: -..,..,:.:-....:::;:.:-...:..„ :::::::..r.::::. .:••:..„..............E. ::..............::::-..:::::.:::.:: .:::-...,....i..-,..:,:: ..-..-:::::-.:.:.:::„....,:::„ -...::::::,.......„ .:-.:-:,..,..-........:,:,..-:1:.::::,..............:.;,..:::.., •.:,......::::::::.:.:::::: .....,,::.--,...::::1::::: -.::::::,,,..:::: -,..,:::.-............:..i..,-::.,...::::-..,...-..:::::. -:.:-.::,!:::::,:-......: -:::;;;;::::,... :::::::-.::::::. ....:,.:;::::: ......:....:::::-.1.,1-... :::::.::::::;ii.:i. ::::...,...-,•.,..!..i::::.: ::::.!:-:::::.:_ :::::,..:::::::....:::::-..„,:,-.:::::.......::::. -:.!.,_.::::-..::::!.... ... .. . :. .:':'.. ::'': :. •:.: CO,Assistant Secre ary MARIA BRA fi INTERNATIONAL FIDELITY INSURANCE COMPANY (Home Office: Newark,New Jersey) 2999 Oak Road,#820,Walnut Creek,CA 94597 CONTINUATION-PREMIUM BILLING NOTICE OCT 2 0 2014 Principal-Name&Address Bond No.: 0472111 EDCO Waste Services LLC 6670 Federal Blvd. Continuation Effective Date Lemon Grove,CA 91945 From: 11/11/14 To: 11/11/15 03±1e Airi. LurZey' •Pa vn P z 1 Agent: City of Rancho Palos Verdes Alliant Insurance Services,Inc. 30940 Hawthorne Blvd. 701 B Street,6th Floor Rancho Palos Verdes,CA 90275-5391 San Diego,CA 92101 Bond Amount Premium Billing $1,750,000.00 $21,000.00 ❑Continuation Certificate Not Required ®Continuation Certificate Required And Is Described Below CONTINUATION CERTIFICATE It is hereby agreed that the captioned numbered Bond is continued in force in the above amount for the period of the continued term stated above and is subject to all the cov- enants and conditions of said Bond. This continuation shall be deemed a part of the original Bond,and not a new obli- gation,no matter how long the Bond has been in force or how many premiums are paid for the Bond,unless otherwise provided for by statute or ordinance applicable. In witness whereof,the company has caused this instrument to be duly signed, sealed and dated as of the above"continuation effective date". Signed and Sealed this 13th Day of October,2014 In ational Fidelity Insurance Company B fre Lawrence F.McMahon /Attorney-in-Fact No Signature Needed Where Continuation Certificate Is Not Required r , CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA County of San Diego On OCT 2014 before me, Janice R. Martin , Notary Public, Jãte3 Insert Name of Notary exactly as it appears on the official seal personally appeared Lawrence F. McMahon Name(s)of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(* whose name( is/$## subscribed to the within instrument and acknowledged to me that he/#YW1/ executed the same in his/r/WOM.authorized capacity(10), 1 „, JANICE R. MARTIN and that by hisa#Witi signature(} on the instrument the COMM. #1986564 s��.. n person(, or the entity upon behalf of which the person(�IjU limEziA r NOTARY PUBLIC-CALIFORNIA ”' -=' acted, executed the instrument. U 17 4 SAN DIEGO COUNTY If n My Commission Expires "r' JULY 29,2016 I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. Witness my .--. and official seal. Signature .. Place Notary Seal Above Signature. otary Public Janic: R. Martin OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and couldp revent fraudulent removal and reattachment of the form to another document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s)Other Than Named Above: Capacity(ies)Claimed by Signer(s) Signer's Name: Signer's Name: ❑ Individual ❑ Individual ❑ Corporate Officer-Title(s): ❑ Corporate Officer -Title(s): ❑ Partner ❑Limited ❑General ❑ Partner ❑Limited❑ General g Attorney in Fact RIGHT THUMBPRINT ❑ Attorney in Fact RIGHT THUMBPRINT ❑ Trustee OF SIGNER ❑ Trustee OF SIGNER ❑ Guardian or Conservator Top of thumb here ❑ Guardian or Conservator Top of thumb here ❑ Other: ❑ Other: Signer is Representing: Signer is Representing: . . . . . . .. . .. . . . .. . .. . .. ... .. .. .. ..... ._ . . . .. . .. . . ._ . ... . .. _ . . . • . . , - .. . —. . . . . . ....,. . .... . . • .. . .. . . .. . . . . .• • .• .. ••. . .'....' ... 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OWER-OF ATTORNE ,-, .-:.......::- .:............,..,„:„. ,...::: „ :„..........,:::.:.,:. -:...:,:....:.........•.:::...,•:::..........!.::;:-..„.: ..::::::..:..,:,.......,..::::.::• ••:...,.....:-....•• ,...:::. .....:,...:. -. ........:- . :.,:.: ::...: ...-...:.::, ••:..:......:.:... ..:.........:..,:. ....,........,..:...... ::: ....,.........:.......::. „,:....::::. :.............._.....:.....:...:.. ..._:.. .:......,........ .:.:.:...........:: :.... ... - •-•• ••........• -.....-.........• ••••.•:. -•••••-• -..- .--...-• •• •••• •• .. • .:i-,,:z.:-:.-::.:.,: :....,..-.:-.... ::....-!.:: ::::-.:::::::::::-.......-.::.::•!:::::-.::::.::::::::.::::::::.::::,:::.:-:. :::-......:: -:-::1NTERNATIONAL::iFIDELITYNSURANCE.COM:PANY'IH-::::':: :::..:.T::::::-.::::-:::::..:.,...H:::. ... . .. . . .. .. . .. .. . .. . ALLEGHENY CASUALTY COMPANY ....,..::::...:: .,.....•.:..:...... ........::::::-.....:. ........,:............ .....:.-.....:: ::.....-•.:. -.,. .... .....:. .:: ... ....ii...„ .... ... .... ..,............ ::..-:::.....::: ..,......:..::........,...i....,:.,...:.:::.......:. .....::::....:... ,.:-.:::..:.....:....:..... ::::::-.,. : ..::i:: :E!:. ..-,:...-.•;::::::::.:-....,...::::.:.....-.:,:.,.:-..:..x..,--.::::.:....-.:. ....:.ONE:NEWARK::QENTER, 201717FFLQQRNEWARK. NEW JERSEY 07102&207.:.: !:......:...:..::::-:.....!H::-.....-:::::::::•H-. :',..1:- --::::.1.-.::::::....:1::::....:::::: .-.7::::.• :::•'...1..... KNOW ALLMEN:.BY THESE PRESENTS: • That.INTERNATIONAL FIDELITY INSURANCE COMPANY,a corporation organized and existing under .-...-• ...:::. H: ,•'.:.•the laws of the State of New Jersey, and ALLEGHENY CASUALTY COMPANY a corporation organized and existing under the laws of the State of •::..--._ ::.-:•:..- ::H :::•:' Pennsylvania,having their:::prinCipal office in the .City of Newark,New Jersey‘do hereby constitute and appoint JAM ES D. CASTLE LAWRENCE F. MCMAHON-::::•:•I.:': .:-::.:.:••••':':..:H :::::-• :':...1:::: .::.........•:-.:..-. ..-.......:-' .::::: .:•::':--•::::::.:.....:.H '.:::.. '-:•:.•::.::::.-...:::.:::•:-.......-1::. ::.:-..::: .•:.:::. '•:::-....'''.... ::::-.. ::: -•:.:::: ..:'•:::::: -.i.....:::::. .-:-......::.H:v• ::.....::.:-.:::.:•: ••••••:.....-...-...:..:......H •::.,.:-.:::::: •••••••••:-..::.;:s.:•• •:-..:.:...:.•:.i: -:::i....:.-:-.:.--::.:-:• •H--..:...•:•-• ••••••:-.-....-..:::::• ..H-...----:-•-• -'.•:::.:-..-.-..:-.:. :-:'::.: ::-::•.. „.... .::.: . .' .. . . .:.,:. .:::::::...::::,.., ..:.::.:-....:....:..... .::::.,... ..„....-.::.....:. ....,.....,.......:............ ..................:..........„..:::...............:,...:.... .......i.:::::.:„.. .........H::,..:.... ......::....-:-....:,......,. ...:::::i.:.:..::....,:::....:::...-:.:.:...::::.:....... ........:-..:...-..... ..............::::.,. .....:...-....:.:::.:::.:,:. ..,:i.:.-.H:.:.:.::. ...::.„-::..-...-......,... :::-.......:::..... : :::-::::.: 1.:: ::. ,:. :•-•:.':::.H H: '.:. ::: ',:- :...: : . . :'::..:: :::,--,. ::.....:::......,....:::,:.. ::.... ..:!:: ::: i:.•::,:::.....::.•::: :.:::::...:.i....-,....i... .........-...!:.: .::::::.......::•:::::•:-.;::: •.:.:::. :!..'...... ..........:... ....-..:•:.....•:::-.-...,:*....::::•:..::::::: ::.. .. .......-.....1:....-: ..:•:....:t...:...::...:........:,, .2,:... •-.:•:. !::. ,:::.:-..:::•::..,:,..::.•-.H.......:..•:::..,...::::.... ...-.:•.....-.Z.: ::.:-..:'•-:.•::-.......::•;.... ...:!.:.. ::.•,:.:-.. .:' :. . . . .. . . . . :. :.. .... ... .: .. :. :.. :.. .. ..: ... .:. :.:. ... ... .... :. :.. .... .... :.. .: ::. ... ... .... ..: ... ......:. ..: ..:. .. .:.:.:.. ..... .... .. .:. :... ..... ............ ..... ... .... ... ..... ... ... .. ::...: .: . :.. :. ....... .. .. .. :. :: :.: .: „ :......:: .. : :. ::. ::.. :.. :.::::.. .:..: ...:.. :.,::....::: :::. .... ...::..:.. ......,:.....:........ .....:. .:............:.: ...:,. .........,..:..:,......„ ::. .... .......:.. „........::.:.: ::... ..„. ::::........ .... ......:....,.. ..... ...... .::::.. .................... .....: .:: :...:.. . : : . . :. ...„. .:„.......:. . ........::.::. ::.......„... .........„..,......,....... .......,...:... ..:..... ..,:.... .:... ,.. ........; ::....... .....:......:.. ..................„ ...................: ......:............,„. ...........: SanDipgo, CA.:.:,...2;•.::... .:-:;::•:;:..:.,:::•.;-.-..... :H.:::-: ,,H.-:•:•:: .:::-:::.::::::::.:. :::.::::;::::::::.:::...::::.::;',..;:-:;:h.... .:::.:::::::... ...:.........::: ..::::::::•:::•:•::..... ....:::::.-...::::-:. ...:-.::-:::.:,..-.::::::. .-......-::.?:: -::.:......-.... :::::.-..::".::... .:..-:.-...::::•:. ....:.:-:::.:::::: .:.:-..... :::..,....::: :...:..r....:: :: .-,: •::::: their true and lawful attorney(s)-in-fact to execute,seal and deliver for and on its behalf aS surety,:any and all:bonds..and:Ondertakings,contracts of indemnity .:.:-!.. and other writings obligatory in the nature thereof, which are or may be allowed,required or permitted by law,statute rule,regulation,contract or otherwise, --:-:-.....,.....E :.'' ...••••••-and the.execution of such instrument(s) in pursuance of these presents,shall be as: binding:up0n *the saidl.NTERNAT1ONAL FIDELITY-INSURANCE :.......-----... COMPANYand ALLEGHENY CASUALTY COMPANY, as fully and amply, to all intents and purposes,as if the same had been duly executed and ..:•.:::iEi'...-: ::.• ::: :acknowledged by their regularly:elected.officers at their principal offices. . • • .. .:::. This Power of Attorney_is executed,and may be revoked, .pursuant to and: by authority ,Of-the By-Laws oVINTERNATIONAL FIDELITY INSURANCE : . .COMPANY and ALLEGHENY CASUALTYCOIMPANY and is granted under and by authority-of the following resOlution-adoptedby the Board of Directors of INTERNATIONAL FIDELITY INSURANCE COMPANY at a meeting duly:held on the 20th day of July,2010 and by the Board of Directors of ALLEGHENY • .•:::-. CASUALTY COMPANY at a meeting duly held on the 15th day of August,2000;..,:::..:. ...:...:.. :..:::.. . :.:::::..... . .._ : ::.....i...... • :::,.....:. .::::.:,...::. . .......:::.:.. .......:...... ..:.....:,..:. • .::::::::.::-.•••••:-... •:: . ';: "RESOLVED,that (1)the President,Vice President, Executive Vice President or Secretary of the Corporation shall have:the:oower to appoint,i:and to revoke the appointments of,Attorneys-in-Fact or agents::with power and authority as defined or limited in their respective pOwers of attorney,and to execute on behalf ...•: .:.E..: : of the: Corporation and affix: the Corporation's seal thereto,bonds.,undertakingS,.::..recognizances, contracts of indemnity and other Written.Obligations in the s.:..:.-•-•„...:.,.. :•:•:.::.: :..nature thereof or related thereto; and(2)any such Officers of the Corporation..may appoint.and revoke the appointments of joint-control custodians,agents '..-,......:::: for:.acceptance of process,:andAttorneys-in,fact with authorityto execute waivers and consents.on behalf of the Corporation;and,:-...(3)the signature of any :.*.'.:.•: such Officer Of the Corporation:and:the.:COrporation's seal may be affixed by facsimile tri'any power of attorney or certification-given.forthe execution.:of any -::: '• .bond,undertaking,recognizance, contract of indemnity or other written obligation in the nature thereof or related :thereto,such signature and seals :when. !•.. :-' so used whether heretofore or hereafter, being hereby adopted' by theCorporationas the original signature Of:..such officer and :th0. original seal•Ot:ithe Corporation,to be valid arid binding upon the Corporation with the Same force and effect as though manually affixed." .:-:-..:H".:. ::::.:•.:-- ...::. ..zi. :::::.::::. :-.:•••••:.:-.:: -:::.-.:::h:......... ::•.-.. .-.:::. IN WITNESS WHEREOF, INTERNATIONAL FIDELITY INSURANCE COMPANY.'and ALLEGHENY CASUALTY-COMPANYhave each executed and attested these presents on hisl2th.day of March,2012 : , : i:-..-.;:. .i. :-.::i: : -:,:: •....• „ s.:... :.:-:: :i. ...:.; :::*•:: .::: .i.: ±:,..::-.: -:: . : . : ..:01. 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'. • : - ,itiroi.,,,,_:.: ',....... .:.,,,,..-•,;kvp..... -..,...:. ::.: :::: . :., ,.. - :, ::: - : :. .:: -:,: : ROBERT W.MINSTER •!' ..' •I .i :'- - ::: ::: :-: •.: ± .:'• : I. . :.. i]•••:•,-"c41'.i..- 1,,,IN-.- -: ' :: ' :- ' . ..' : - - : ' • Executive Vide:President/Chief Operating Officer :-.: i.. p,,\ :: :. z• - -.: „ : : :: . *.. . - - .... : . . . :. : : - . .: - l'i,V ••:. :::: .:: ..*.:::::':: .: . . :.. :.. , -.:::::: H ..:..:. -'-.:::•. - :,..•:.•:.,•:. •::::.. '. :f ::. ..: . :... • ::- .::.:' (International Fidelity Insurance Company) :: •-•::::,.:--i•-• :.:. .i :. ..: -- .- :.• - '.::*. . .. - . :' .. . .. and President(Allegheny Casualty Company) .- :: : - ::H::::.-:-..•••••- :: On this 12th day Of March 2012, before me cal*the individual who executed: the preceding.instrumenttO rne,:personally,knoWn,and, being•-....by: me duly .•::::,:••••:,',..:sworn, said he is the therein described and authorized officer of INTERNATIONAL FIDELITY..INSURANCE COMPANY and ALLEGHENY CASUALTY: -ii.:•.:- COMPANY.; that the seals affixed to said instrument are the Corporate Seals of said Companies;that the.said Corporate Seals and his signature were se::-....:.. duly affixed by order of the Boards of Directors of said Companies.:::...,.:::...:...: IN TESTIMONY WHEREOF,.,'.1..have hereunto Set:0i yhand::affixed.mk Official Seat; :. : .. :. ,H :-: .iii., '..:•: :.- :-:- :: :.:., l ::- ::: .1.: . :: l: •,:: ':. .:.*:. ::s. at the City of Newark,New Jersey the day and:.year first.. above written. , . :- .. - ,,,,, •Ipc,-. ::: .. ., ::. : :. . ::. .. . .:. ... :,, : . ..: •: .., ' • 'I. ,Ori, ,: ..: ,:.:' •::: ::. ..: : :::. : ...: : :: . .:• :. :. .:, ..- ,. ...• :.,.:.:: ::.. .:::. .-::- .i -: -: ..... ..:. - ii.elf VJAZ 1'0 .. .. 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H:•••,....-::::,.....:..:: :.:,. ..:'•-: : .i.:/••••:.:-....''H :.: ' My Commission-Expires Mar.27,2044:.::: ::::' -:::.:-:::.•: :-::. ::. ..:: ••• :.:-: ..,... :.• •::: ::. :.- .. ::i ,...:,,‘, lap NE*4 ;O.' .:..:::: ± ::., :: 1:. : .: -y.i Hi. .: .H ::.. ::-Ii- H:.::': .:::' .-:::: ,' .::: .:: '': '.: ....:::. .: :::, :::: :::..,:- r.::. ...: ... .± ::: ..is. :-: :.:':-: .::-. .. •:-...... .:::,....... ::::' s'H:.: :... :::. :...:.:: :.:. .:. — ' :- 'it :• .4N ' -. :': — s ' :'. .-: —: •s '. — :- •: :: •: •.: '•: • " : : '::' •: .• .•-• --.• :.• s. .. s.. :. .- :: .-- :.:.— — -. . — •-•• •• - :•:. '. .' ... .; . • . . " . ' htif. . .:0' ::: :: .: ..1 :-. •:: .: s, .: -; :s• ., -• ' .... ... — — ... s. : .. :. -.. .:. :: : :: ' .. .:- ..,: , i • — .-.- -. -: . -*, • — -:- '. .. ,.•. : CERTIFICATIQN.. ::: : ' :::. -1-: ' ' :: ..: ' •• ' : ' ::' ' :: :-is :-:: '-'. — .::: ::.: ' ::. .:-:. .I /-:H '. -:: I,the undersigned officer of INTERNATIONAL FIDELITY INSURANCE COMPANY and ALLEGHENY CASUALTY COMPANY do hereby certify that I have .: .. ' compared the foregoing copy of the Power of Attorney and affidavitand:theidOpy of the Sections of the By-Laws of said Companies as set fOrth in said Power of Attorney, with the originals on file in the home office of..:saidcompanies, and that thesame are correct transcripts.thereof,and of the whole of the said Originals,and.:that the said Power of Attorney has not been:revoked and is now in full force and effect. : ....,...........„....... . .,:.,...........:: ,,,.....,..,: ::.,... ..:.....:..:. :,...... .,., ......... . .. . OCT ...:1.:.3..:2014...:,: . i...,.,..... .::. .. . .. ..,..................i...: ..::•:: IN TESTIMONY WHEREOF I...have.hereunto-.set' my hand this t... :.::-..•..-:-..:::-....:-.....•- .:.:.•-:::- .:...-::: ..-.day:of ::::.---.. . ... .. .. .... ... . .. ... ... ••- ...----.. ..-- -..... .......-- .....••• --•-..-.. -.• .....• .......- -..---• -.....---. ....-... ••••.. •-...--. -•••••• •-••• - -•-. .- •-- ....:-..,.. .: ... .: ::: :•... •:: :.:. ::...:.............:•:.: :.... :.... ::. ::....••• ....• .......„ ...........-...:.......::.: ..„... ...,:. ::.. :.:..::•••.........::::,.....: ..:.......,..........:..:•••••,: :,.,•-•:::. ::..:••-:.........:-... . .. .. ... .. .. ... . ........ ..... .::::.':'......::'-....: ':•••••••:•:* ..:::........::.• ::::::....Hi'•'.....:. .::'..••••••••::'......:„.. ....•:•••..."'.:••••••• 'i-. *'.-•:':-..: -:.:::..--':::•••••••••:'... 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'...:::....':;".....:.... .....,....:::.....„'......i:.:....:::. ••••_...'..E..::;-.......:".::....::: .......:1:..?..:.::::.•:::. ......:..::-::,.......h'... ......!:: :'......::...":"..H.:,::•:::.":'.::!:".::::' :::.•',.,..::',..i;:...::,::. :.:::,':::'..........:::::.•_...'...:. .:::::-.:.1'. ...:::.:......:::.:.::::' City of Rancho Palos Verdes Contingency Plan for Residential Solid Waste Management Services September, 2015 This Contingency Plan has been specifically developed for Residential Solid Waste Management Services provided under Agreement between the City of Rancho Palos Verdes and EDCO. While there are any number of emergency operating conditions that could potentially arise, this Contingency Plan is intended to be a foundational document on terms of resources, key contacts, methodology and commitment. This contingency plan has four key elements: • Communications • Personnel • Collection • Disposal These elements are described in greater detail in the balance of this document. Communications In the event of any natural disaster, war, riots, personnel unrest or similar catastrophic events, direct communication will be the foundation of service continuation. The City will immediately be notified of any issues and priority action steps. The primary contact for the City is identified The secondary contact for the City is as: identified as: Lauren Ramezani Michael Throne Sr. Administrative Analyst- Public Works Director of Public Works City of Rancho Palos Verdes City of Rancho Palos Verdes 30940 Hawthorne Blvd. 30940 Hawthorne Blvd. Rancho Palos Verdes, CA 90275-5391 Rancho Palos Verdes, CA 90275-5391 Office: 310.544.5245 Office: 310.544.5252 Cellular: 310.872.8527 Cellular: 707.319.5137 Facsimile: 310.544.5292 Facsimile: 310.544.5292 E-Mail: LaurenR@rpvca.gv_ E-Mail: michaelt@rpvca.gv COIM 1 _____ "We'll Take Care of It" �� t � The back-up contact for the City is identified as: Nicole Jules Deputy Director of Public Works City of Rancho Palos Verdes 30940 Hawthorne Blvd. Rancho Palos Verdes, CA 90275-5391 Office: 310.544.5275 Cellular: 310.938.3244 Facsimile: 310.544.5291 E-Mail: nicolej@rpvca.gv The Primary Contact for EDCO is identified The secondary contact for EDCO is as: identified as: Efrain Ramirez Mark Perumean Vice President Director of Operations EDCO EDCO 950 27th Street 950 27th Street Signal Hill, CA 90755 Signal Hill, CA 90755 Office: 310.540.2977 Office: 310.540.2977 Cellular: 714.240.3811 Cellular: 714.240.4885 Facsimile: 562.423.1971 Facsimile: 562.423.1971 E-Mail: eramirez@edcodisposal.com E-Mail: mperumean@edcodisposal.com The back-up contact for the City is identified as: Steve South President EDCO 224 Las Posas Road San Marcos, CA 92078 Office: 760.744.5615 x155 Cellular: 619.520.8764 Facsimile: 760.744.8364 E-Mail: ssouth@edcodisposal.com EDCO will verbally notify the City in advance of any threshold issue and then subsequently provide written documentation via electronic mail and/or facsimile outlining additional information and steps to be taken. EDCO will prepare Media Release for City review, subject to availability. The release will identify the issue, solution and direct residents to the EDCO web site for accurate, updated 2 "We'll Take Care of It" _� information. At a minimum, Press Releases shall be distributed to the Palos Verdes Peninsula News and Daily Breeze. EDCO will post information on its City web site as to the respective issues. EDCO will update the City as needed, likely in the range of every 24-48 hours. As needed, EDCO will initiate computerized, outbound calling to City residents utilizing pre- recorded messages identifying the issue, solutions, a telephone number for additional information and the address of the EDCO web site. As available and depending upon the timing of the circumstances, EDCO may utilize direct mail postcards. EDCO will utilize a combination of cellular, direct connect and open frequency radio for internal communications.All collection vehicles are equipped with radios. Personnel EDCO will utilize support personnel from throughout Southern California to continue customer service, collection and maintenance operations. EDCO has over one thousand dedicated employees based within a three hour range of the City at over eleven different Southern California locations. The primary source of additional personnel will be the Long Beach terminal, with the Buena Park terminal serving as a secondary source of support. EDCO will utilize the full resources of the entire organization to work through threshold issues. As such, EDCO will immediately convene its Senior Management team to provide the combined experience, resources and commitment of the organization to work through the issues. EDCO will prioritize collection and customer service functions in the event this Contingency Plan is activated. Support drivers, Relief Drivers and Field Supervisors will provide support to existing operations personnel and in the event of any personnel unrest, they will assume primary support functions. EDCO will arrange temporary housing so that support personnel are available on an extended daily basis to address the needs of the City. Collection EDCO has over 400 vehicles domiciled within a three hour range of the City at over eleven different Southern California locations. 3 "We'll Take Care of It" • Given that the City requires less than three percent of the overall fleet, as necessary EDCO will draw on support collection vehicles to supplement existing fleet. The primary source of additional equipment will be the Long Beach terminal, with the Buena Park terminal serving as a secondary source of support. The initial priority will be to collect all trash on regularly scheduled days and as necessary, collection crews will be available to work on Saturdays. In extreme operating conditions and with the permission of the City, collection crews will also be available to work on Sundays. Descending priority will then be placed on green waste and then recycling. With trash being collected one day per week effective July 1, 2010, this will minimize potential issues and allow full resources to be placed on refuse collection operations. Depending upon the circumstances an initial 24-48 hour delay in service may be experienced, particularly in the case of natural disasters. Depending upon the specific circumstances, residents may be asked to hold green waste and/or recycling for collection the following week or two weeks. EDCO will operate extended daily hours during the activation of this contingency plan. In the event roads are unable to be accessed, a central collection spot will be designated and EDCO support personnel will make reasonable attempts to move carts this location. In the event of a catastrophic situation, EDCO will utilize best management practices for central drop-off for refuse removal. Disposal In the event this contingency plan is activated,the ability to access disposal sites for collection vehicles will be a critical component. The primary disposal site for trash, green waste &recycling will be: EDCO Recycling& Transfer 2755 California Avenue Signal Hill The secondary support disposal site for trash, green waste &recycling will be: Carson Transfer Station Bel Art Transfer Station 321 W. Francisco St., Carson 2495 E. 68th Street, Long Beach Falcon Transfer Station CR Transfer(CRT) 3031 East "I" St., Wilmington 11232 Knott Ave., Stanton 4 444"We'll Take Care of It" Paramount Resource Recycling 7230 Petterson Lane, Paramount The following will serve as back-up recycling sites: Potential Industries CR&R Recycling 922 East "E" St., Wilmington 11292 Western Avenue, Stanton The majority of these facilities have the permitted capability to operate extended hours. It is also important to note that the operator can request the Local Enforcement Agency (LEA) to issue permit waivers for extended operating hours under extreme conditions. Most importantly, EDCO Recycling & Transfer is permitted for up to seven day a week operations up to 24 hours per day. With the concurrence of the Local Enforcement ...1.s24)._ ,s P I CJ-' (-° RECEIVED cI • RANCHO PA' feiS `�:,-D1 ...., EilOOF )SE '2O15 ( • 97717'' ` LERK'S OFFICE ,74 "We'll Take Care of It" ,,