CalMet Services Inc (2014) .
AGREEMENT FOR NONEXCLUSIVE COMMERCIAL
COLLECTION AND DISPOSAL SERVICES
BETWEEN
THE CITY OF RANCHO PALOS VERDES,
a municipal corporation
AND
CalMet Services,Inc.
a
California corporation
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L.
40
TABLE OF CONTENTS
Page
SECTION A. DEFINITIONS AND TERMS 3
1. DEFINITIONS 3
2. DISPUTES RELATING TO DEFINITIONS• 5
3. TERM OF AGREEMENT 6
4. NON-EXCLUSIVE RIGHTS 6
5. REPRESENTATIVES OF PARTIES AND SERVICE OF
NOTICES 6
6. ACKNOWLEDGEMENTS 7
SECTION B. COLLECTOR'S OBLIGATIONS 7
1. OBLIGATIONS 7
SECTION C. STANDARDS FOR COLLECTIONS AND OPERATIONS 10
1. STANDARDS 10
SECTION D. BREACH AND TERMINATION 13
SECTION E. ASSIGNMENT 13
1. ASSIGNMENT OF AGREEMENT 13
2. TRANSFER OF STOCK OR INTEREST 13
3. BANKRUPTCY 13
SECTION F. SPECIAL PROVISIONS AND CONDITIONS 14
1. NATURAL DISASTERS 14
2. NATURAL DISASTER CLEAN UP AND RECYCLING
PLAN 14
3. WAGES, SALARIES,TAXES, ETC 14
4. CHANGES 15
5. OWNERSHIP OF EQUIPMENT 15
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TABLE OF CONTENTS (cont.)
Page,
6. NON-WAIVER 15
7. VERBAL,UNOFFICIAL, OR UNAUTHORIZED
AGREEMENTS 15
8. SOURCE REDUCTION AND RECYCLING REPORTS: 15
SECTION G. CHARGES AND COLLECTIONS 16
1. BILLING 16
2. COLLECTOR FEE;AB 939 FEE: 16
3. DISPUTES REGARDING REMITTANCES;AUDITS. 16
SECTION H. INSURANCE AND INDEMNIFICATION PROVISIONS 17
1. INSURANCE 17
2. INDEMNIFICATION 17
3. ENVIRONMENTAL INDEMNIFICATION 18
SECTION I. MISCELLANEOUS PROVISIONS 18
1. AGREEMENT 18
2. GOVERNING LAW 19
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CITY OF RANCHO PALOS VERDES
AGREEMENT FOR NONEXCLUSIVE COMMERCIAL
COLLECTION AND DISPOSAL SERVICES
This Agreement is made and entered into this 3 ttf day of December, 2013,by and between the
CITY OF RANCHO PALOS VERDES, a municipal corporation, hereinafter referred to as
"CITY" and CalMet Services,Inc., a California corporation,hereinafter referred to as
"COLLECTOR".
RECITALS
This Agreement is entered into on the basis of the followings facts,
understandings, and intentions of the parties:
A. The Legislature of the State of California,by enactment of the California
Integrated Waste Management Act of 1989(Public Resources Code Section 49100, et seq.;
hereinafter the"Act") established a Solid Waste management process which requires cities and
other local jurisdictions to implement source reduction,reuse, and recycling as integrated waste
management practices; and
B. The Act authorizes and requires local agencies to make adequate provision for
Solid Waste handling within their jurisdictions; and
C. The City Council has enacted Chapter 8.20 of the Rancho Palos Verdes Municipal
Code, which establishes standards for the Collection and removal of Solid Waste and
Recyclables,the Disposal of Solid Waste, the Recycling of Recyclables, and requirements for
Collector Agreements; and
D. Pursuant to Sections 49300 and 49500-49523 of the Public Resources Code, and
Section 8.20.260 of the Municipal Code, CITY is authorized to enter into an exclusive or non-
exclusive agreement for the Collection and Disposal of Solid Waste; and
E. The CITY desires to enter into an nonexclusive agreement with COLLECTOR for
the Collection and Disposal of Solid Waste, and the Collection and Processing of Recyclables,
from Commercial Premises in the CITY, and to provide Boxes and Bins to Residential Premises;
and
F. WHEREAS, COLLECTOR is willing to provide Solid Waste Collection,
Disposal and Recycling services to Commercial Premises in the CITY, and to provide Boxes and
Bins to Residential Premises, on a nonexclusive basis; and
G. WHEREAS,the work to be done under this Agreement includes the furnishing of
all labor,material and equipment necessary for the Collection of Solid Waste and Recyclables,
the Disposal of Solid Waste, and Recycling of Recyclables; and
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H. COLLECTOR has represented and warranted to CITY that it has the experience,
responsibility, and qualifications to implement the Collection of Solid Waste and Recyclables,
and to arrange with Commercial Business Owners for the Collection, safe transport, Processing,
and Disposal of all materials in compliance with Applicable Laws; and
I. CITY has determined that it may enter into an exclusive agreement for the
Collection of Solid Waste and Recyclables from Commercial Premises, and on December 20,
2000 provided to all solid waste haulers then providing solid waste handling services in the City
the five year notice required by Public Resources Code Section 49520; and
J. CITY and COLLECTOR are mindful of the provisions of the laws governing the
safe Collection,transport, Recycling, and disposal of Solid Waste, including the Act,RCRA, and
CERCLA; and
K. CITY and COLLECTOR desire to leave no doubts as to their respective roles and
to make it clear that by entering into this Agreement, CITY is not thereby becoming a
"generator"or"arranger"as those terms are used in the context of CERCLA Section 107 (a) (3),
and that it is COLLECTOR,not CITY,which is"arranging for"the Collection of Solid Waste
and Recyclables from Commercial Premises in the CITY, and transporting of same for Disposal,
Recycling of Recyclables, and Processing of Green Waste; and
NOW,THEREFORE, in consideration of the mutual covenants and conditions
herein contained, the parties agree to as follows:
SECTION A.
DEFINITIONS AND TERMS
1. DEFINITIONS.
Whenever any term used in this Agreement has been defined by Section 8.20.020
of Chapter 8.20 of the Rancho Palos Verdes Municipal Code,the definitions in Chapter 8.20
shall apply unless the term is otherwise defined in this Agreement. Whenever any term used in
this Agreement has been defined by Division 30, Part 1, Chapter 2 of the California Public
Resources Code, the definitions in Division 30, Part 1, Chapter 2 shall apply,unless the term is
otherwise defined in this Agreement or in Chapter 8.20 of the City Code. In addition, the
following definitions are hereby incorporated into this Agreement:
a) "Act" shall have the meaning set forth in the first recital of this
Agreement.
b) "Administrator" shall mean the City Manager or the City Manager's
designee.
c) "Agreement" shall mean this Agreement.
d) "Applicable Law" shall mean all laws, regulations, rules, orders,
judgments, decrees,permits, approvals, or other requirement of any governmental agency having
jurisdiction over the Collection and Disposal of Solid Waste and Recyclables and the Processing
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of Recyclables that are in force on the date of this Agreement and as they may be enacted, issued
or amended during the Term.
e) "Billing"shall mean the written statement of monies due for Collection
made in compliance with this Agreement.
f) "Bin"shall mean a detachable container with a capacity equal to or less
than six(6)cubic yards that is serviced using a front end loading vehicle.
g} "Box", sometimes known as a"roll off,""drop"box or"debris"box,
means a wheeled or sledded container or compactor, generally 10 to 40 cubic yards in size, that
is picked up in its entirety by a dedicated truck.
h) "Bulky Waste"shall mean items such as stoves,refrigerators,water
heaters,washing machines, furniture, and other"hard to handle"waste materials,which have
weights or volumes greater than those allowed for Bins or Boxes,but excluding dead animals
and hazardous wastes.
i) `Bundle"shall mean all tree, shrub and brush trimmings, cardboard, or
newspapers and magazines when securely tied together to form an easily handled package not
exceeding four feet in length and 45 pounds in weight.
j) "CITY" shall mean the CITY OF RANCHO PALOS VERDES, a
California municipal corporation.
k) "Concrete and Asphalt" shall mean concrete, asphalt, or items made from
asphalt or concrete;
1) "COLLECTOR" shall mean CalMet Services,Inc.
m) "Commercial Premises" shall mean all occupied real property in the city,
except property occupied by federal, state or local governmental agencies which do not consent
to their inclusion, and except Residential Premises, and shall include,without limitation,
wholesale and retail establishments, restaurants and other food establishments,bars, stores,
shops, offices, service stations,repair, research and development establishments,professional,
services, sports or recreational facilities, construction and demolition sites, a multiple unit
residential complex that is not a Residential Premises, and any other commercial business
facilities, structures, sites, or establishments in the City.
n) "Diversion" shall have the meaning set forth in Public Resources Code
Section 40124.
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o) "Holiday"shall mean the following days:
New Year's Day
Memorial Day
Independence Day
Labor Day
Thanksgiving Day
Christmas Day
p) "May" shall mean that which is permissive.
q) "Recyclables"shall mean those items designated by the City Council,
which are to be separated from a Commercial Business Owner's daily Solid Waste for the
purpose of Recycling. Items included are aluminum, glass, green waste,newspapers, tin, steel,
plastic, cardboard, wood wastes, scrap metals, appliances,reusable building materials, concrete,
asphalt, and other recyclable materials.
r) "Residential Premises"shall mean any residential dwelling unit within the
city, including,without limitation,multiple unit residential complexes, such as rental housing
projects, condominiums, apartment houses, and mixed condominiums and rental housing, except
any multiple unit residential complex which,with the prior written approval of the city manager
or designee,receives commercial bin service.
s) "Resource Recovery Program" shall mean construction and operation of a
Solid Waste or household hazardous waste facility for transfer,Recycling, composting,
incineration of household hazardous waste or special waste accumulation or treatment or other
non-landfill use of Solid Waste.
t) "Reusable Building Materials"shall mean bathroom fixtures, lighting
fixtures, doors, windows,bricks, and other materials that may be used again;
u) "Scrap Metals and Appliances" shall mean,but is not limited to,
refrigerators, freezers, stoves,washing machines, dryers, dishwashing machines, water heaters,
furnaces, durable goods, white goods,pipes, cables, frames, structures, and other materials which
have major components that have scrap metal value;
v) "Shall" shall mean that which is mandatory.
w) "Term" shall have the meaning set forth in Paragraph 3 of this Section A.
x) "Wood Wastes" shall mean lumber,plywood,wooden furniture,wooden
fences, wood siding, and wood shingles.
2. DISPUTES RELATING TO DEFINITIONS: If any conflict arises between the
CITY and the COLLECTOR concerning the definitions of words and terms set forth above,the
Administrator will determine and resolve the conflict. The Administrator will notify the
COLLECTOR of the determination in writing. The COLLECTOR may appeal the
Administrator's determination to the City Council, and the City Council shall make the final
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decision. The COLLECTOR shall file a notice of any such appeal with the Administrator within
ten(10) calendar days after the decision of the Administrator.
3. TERM OF AGREEMENT: This Agreement shall become effective on January 1,
2014, and shall remain in force through December 31, 2014. The Agreement may, in the sole
discretion of CITY, be extended for an additional one(1) year period(or any shorter period of
time, as determined by CITY), if COLLECTOR provides written notice to CITY on or before
October 31, 2014,that COLLECTOR wishes to continue to provide services within the CITY,
and the CITY gives written notice of its approval of the extension to COLLECTOR no later than
December 21, 2014.
4. NON-EXCLUSIVE RIGHTS: Subject to the terms and conditions of this
Agreement and applicable State laws, CITY hereby grants and issues to COLLECTOR the non-
exclusive authority,right and privilege, for the Term unless earlier terminated as provided
herein:
a) to collect, transport,process, and dispose of all Solid Waste and
Recyclables generated or accumulated on those Commercial Premises within the CITY for which
COLLECTOR has an agreement with the Commercial Business Owner; and
b) to provide Boxes and Bins to Residential Premises, to the extent not in
conflict with the rights of the residential collectors as set forth in that certain agreement between
CITY and EDCO Disposal Corporation for Residential Solid Waste Management Services
(Service Area 1) dated on or about November 24, 2009, and that certain agreement between
CITY and Universal Waste Systems, Inc. for Integrated Solid Waste Management Services
(Service Area 2) dated May 5, 2009, and amended by that certain First Amendment dated
November 17, 2009, and that certain Second Amendment dated February 21, 2012.
5. REPRESENTATIVES OF PARTIES AND SERVICE OF NOTICES
a) The representatives of the parties who are primarily responsible for the
administration of this Agreement, and to whom formal notices, demands and communications
shall be given, are as follows:
The principal representative of CITY shall be:
Les Jones, Interim Director of Public Works
30940 Hawthorne Boulevard
Rancho Palos Verdes, California 90275
Telephone No.: (310) 544-5252
Fax No.: (310) 544-5292
E-mail: LesJ@rpv.com
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The principal representative of COLLECTOR shall be:
William Kalpakoff, GM
CalMet Services,Inc.
7202 Petterson Lane
P.O.Box 2137
Paramount, CA 90723
Phone: (562) 259-1239
Fax: (562)529-7688
Cell: ( )
E-mail: Bill Kalpakoff at: w.Kalpakoff ar,calmetservices.com
b) Formal notices, demands, and communications to be given hereunder by
either party shall be made in writing and shall be effective upon the date of personal delivery or,
in the case of mailing, on the date of delivery or attempted delivery as shown on the U.S. Postal
Service certified mail return receipt.
c) If the name of the principal representative designated to receive the
notices, demands, or communications, or the address of such person, is changed,written notice
shall be given to the other party within five(5) working days of the change.
6. ACKNOWLEDGEMENTS: By entering into this Agreement,CONTRACTOR
hereby acknowledges and agrees that:
a) it has read and is familiar with the provisions of Chapter 8.20 of the
Municipal Code; and
b) it has received the notice referred to in Recital I, and is aware that if the
CITY enters into an exclusive collection agreement in the future, no renewal of this Agreement
beyond December 31, 2014 may occur.
SECTION B.
COLLECTOR'S OBLIGATIONS
1. OBLIGATIONS: The COLLECTOR shall be obligated and does hereby agree to
do and perform as follows:
a) COMPLIANCE WITH APPLICABLE LAW: COLLECTOR agrees to
Collect,handle,transport,process, and dispose of all Solid Waste and Recyclables and to
perform all of the service on its part as required by the provisions of this Agreement, in a careful
manner, and in accordance with all Applicable Laws, including but not limited to Chapter 8.20 of
the Municipal Code,which is incorporated herein by this reference.
b) CITY LICENSE: COLLECTOR shall obtain and maintain all required
licenses and permits, including but not limited to a City business license, and shall pay all
applicable fees and taxes.
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c) COLLECTION AND DISPOSAL: Pursuant to the terms of this
Agreement, COLLECTOR shall furnish all labor,material and equipment necessary for, and
shall:
(1) collect and dispose of all Solid Waste from Commercial Premises
within the CITY, where COLLECTOR has an agreement with Business Owner(s) for the
Collection and disposal of such Solid Waste;
(2) collect and recycle the Recyclables at Commercial Premises in
which a Business Owner(s)has requested such service and where COLLECTOR has an
agreement with Business Owner(s) for such services;
(3) provide Boxes and Bins for Solid Waste and Recyclables to
Residential Premises,upon request from the Residential Householder; and
(4) provide Commercial Waste Generators(as that term is defined in
Public Resources Code Section 42649.1)where COLLECTOR has an agreement with the
Business Owner(s) or Residential Householder(as applicable) for the Collection and disposal of
Solid Waste, with such assistance and services as may be necessary to enable those generators to
comply with Public Resources Code Section 42649.2.
d) FREQUENCY OF COLLECTION; QUANTITY: The frequency and Bin
capacity is subject to individual arrangement between the COLLECTOR and Business Owner(s).
There shall be no limit on the quantity of Solid Waste that will be picked up from
each Commercial Premises,provided that the Solid Waste is presented for Collection in
conformity with the requirements of this Agreement.
e) HOURS OF COLLECTION: Collection from Commercial Premises shall
take place between the hours of 7 A.M. and 7 P.M. on any day of the week, except that no
pickups shall be made on Sunday. The City Manager may waive the requirements of this section
when necessitated by conditions beyond the control of COLLECTOR. Hours and days of
Collection are subject to change by the City Council.
f) COLLECTION OF SPECIAL MATERIALS: COLLECTOR may collect
and dispose of discarded automobile or truck bodies, or other heavy objects, such as dirt, sod, or
rock, which require special handling.
g) SOLID WASTE DISPOSAL: COLLECTOR shall dispose of all collected
Solid Waste in accordance with Applicable Law. COLLECTOR shall make every effort to
process Solid Waste, or to dispose of it other than in a landfill (e.g. recycle sand, rock, asphalt,
concrete at recycling or mining facilities), to the extent possible to achieve Diversion.
h) SPECIAL CLEAN-UP COLLECTIONS: The COLLECTOR agrees that
in addition to the normal schedule of Collections of regular service volumes, it will provide such
labor,materials, and equipment as may be necessary to conduct special pick-up Collections for
Commercial Business Owners. In addition,normal Collections following the Christmas and
New Year Holidays shall include discarded Christmas trees.
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i) BULKY WASTE COLLECTIONS: The COLLECTOR shall collect any
Bulky Wastes that have been abandoned on Commercial Premises if requested by the
Commercial Business Owner or CITY. COLLECTOR shall make provisions for the Recycling
of Bulky Wastes if a market for such waste is available.
j) CARE OF CONTAINERS: All containers shall be replaced where found.
Containers and lids shall not be deposited in the streets or on adjoining property. The
COLLECTOR, its agents and employees, shall not throw containers from the truck to the
ground, or in any other manner break or damage same.
k) ROUTE AND CHANGES: COLLECTOR shall establish routes and
schedules for Collection of Solid Waste and Recyclables and shall notify all Business Owners
within the CITY, in writing, of their individual scheduled days of Collection including an
alternate day for holidays occurring on the scheduled pick-up day. COLLECTOR shall maintain
these schedules except that they may be changed by notification to Business Owner(s) in writing.
COLLECTOR shall adjust the schedules if requested to do so by CITY.
1) SOLID WASTE NOT COLLECTED: When any Solid Waste is not
collected by the COLLECTOR, the COLLECTOR shall leave a tag at least 3 1/2"x 6 3/4"in
size stating the reasons for its refusal to collect the Solid Waste, giving reference to the provision
of the Municipal Code or of this Agreement which gives ground for the refusal. The information
shall be either in writing or by means of a check system. The tag shall carry the COLLECTOR's
business firm name and telephone number, and shall be securely fastened to the container or to
the article of Solid Waste.
m) OFFICE FOR INQUIRIES AND COMPLAINTS: The COLLECTOR
shall maintain an office at some fixed place, and equip all trucks, including the Field
Supervisor's or Foreperson's vehicle, with two-way radio communications with such office, and
shall maintain a telephone in the firm's name at that location. The COLLECTOR shall at all
times during the hours between 8:00 A.M. and 5:00 P.M., Monday through Friday, and during
any time that Collection services are provided on a Saturday, have some person at the office with
whom the CITY or customer may communicate. Complaints received by the COLLECTOR,
either directly from the Business Owner(s)or the CITY, shall be resolved within 24 hours from
the time of complaint. The COLLECTOR shall provide to the CITY an emergency telephone
number that can be reached 24 hours a day. Collector shall log all complaints received by
telephone and that log shall include the date and time the complaint was received,name, address
and telephone number of caller, description of complaint, employee recording complaint and the
action taken by Collector to respond to and remedy the complaint. Collector shall notify the
Administrator within twenty-four(24)hours of receipt of any complaint. Daily logs of
complaints (both verbal and written) concerning Collection of Solid Waste,Recyclable Materials
and Yard Waste shall be retained for a minimum of twenty-four(24)months and shall be
available to the City at all times upon request. The daily logs of complaints shall be included
with the quarterly reports submitted pursuant to Section F.8 of this Agreement.
n) INDEPENDENT CONTRACTOR STATUS: The COLLECTOR shall be
an independent contractor and not an agent or employee of the CITY. COLLECTOR shall have
no authority to make any contracts or other legal commitments on behalf of the CITY.
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o) FEES AND GRATUITIES: Neither COLLECTOR, any agent or
employee employed by it, shall request, demand, or accept, either directly or indirectly, any
compensation or gratuity from any person, firm, or corporation for Collections made pursuant to
this Agreement, except as herein provided.
p) CERTIFICATION: Collector shall submit to the Administrator a written
certification, signed under penalty of perjury, stating that no persons acting on behalf of
Collector has paid, or offered or attempted to pay, any elected or appointed official, officer or
employee of City any compensation or consideration, in any form whatsoever, in connection
with obtaining or entering into this Agreement.
q)
RECYCLING: COLLECTOR shall furnish labor,material and
equipment, including Recycling containers,necessary for, and shall collect and dispose of
Recyclables, at least once per week if requested by the Commercial Business Owner.
COLLECTOR shall make a good faith effort to implement a Resource Recovery Program and
assist the Business Owner(s) in establishing a Recycling program. Good faith effort shall
include establishing a means to divert RECYCLABLES,informing at least quarterly Business
Owner(s)of Recycling services which are available, identifying in promotional literature the
name and phone number of persons who can assist in establishing a Recycling program, and
responding promptly to inquiries from Business Owner(s)regarding Recycling. COLLECTOR
shall also cooperate with and assist City in implementing new Recycling programs. Recycling
services shall be offered at a rate that is no higher than 75%of the rate charged by COLLECTOR
for Solid Waste Collection of similar volumes and frequencies.
r) LANDFILL SPACE: COLLECTOR guarantees landfill space for the
dumping of the CITY's Solid Waste for the entire term of this Agreement. COLLECTOR
further guarantees the availability of such other disposal sites and/or methods as may be
necessary to fulfill the terms of this Agreement for such Solid Waste that may not be suitable for
landfill disposal.
s) SPOT INSPECTIONS: At any time, COLLECTOR shall furnish the
CITY with full access to inspect its Collection containers, equipment, trucks and transfer station
for compliance with the requirements of this Agreement.
SECTION C.
STANDARDS FOR COLLECTIONS AND OPERATIONS
1. STANDARDS: COLLECTOR shall conform all of its operations and activities to
the following:
a) TRAFFIC AND NOISE PROBLEMS: COLLECTOR shall so conduct its
operation as to offer the least possible obstruction and inconvenience to public traffic or
disruption to the peace and quiet of the area within which Collections are made. All Collections
shall be made as quietly as possible, and COLLECTOR shall ensure that the noise level shall not
exceed 75 decibels when measured at a distance of 25 feet.
b) EQUIPMENT: All equipment used by COLLECTOR to perform work
under this Agreement shall conform to the highest industry standards and shall be maintained in
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a clean and efficient condition. All vehicles shall comply with applicable laws and regulations,
including but not limited to the regulations of the California Air Resources Board. No motor
vehicle used to collect or transport Solid Waste may be older than five(5) years at any time
during the life of this Agreement unless authorized in writing by the Administrator. All vehicles
used to collect, transport, or dispose of Solid Waste shall be certified annually by the California
Highway Patrol. The certificate resulting from such inspections shall be submitted to the
Administrator upon execution of this Agreement and annually during each year that this
Agreement remains effective. Brakes shall be inspected quarterly, and copies of inspections shall
be sent to the Administrator. COLLECTOR shall cause all vehicles and Bins used to perform
this Agreement to be kept clean, free of graffiti, in good repair, and uniformly painted to the
satisfaction of the Administrator. All vehicles shall be cleaned both inside and out,not less than
once weekly.
c) Each vehicle shall be so constructed and used that no Solid Waste,
Recyclables, oil, grease or other material will blow, fall,or leak out of the vehicle. All Solid
Waste shall be transported by means of vehicles equipped with water-tight bodies and close-
fitting metal covers. Any Solid Waste, Recyclables dropped or spilled in Collection,transfer or
transportation shall be immediately cleaned or removed by COLLECTOR. A broom and a
shovel shall be carried at all times on each vehicle for this purpose.
d) A distinct identification number or letter shall be assigned to each vehicle
used in Collection activities. This number or letter shall be no less than five(5) inches high and
shall be prominently displayed on the vehicle and in plain sight from four(4)directions. Each
vehicle shall also bear COLLECTOR's business or company name and local telephone number
in letters large enough to be read from the curbside when a vehicle is moving.
e) COLLECTOR shall not store any vehicle on any public street or other
public property in the CITY.
f) Should the Administrator at any time give notification in writing to
COLLECTOR that any vehicle does not comply with the standards hereunder,that vehicle shall
forthwith be removed from service by COLLECTOR and shall not again be used until inspected
and approved in writing by the Administrator.
g) EQUIPMENT STORAGE: All vehicles and equipment used in the
Collection of Solid Waste, if kept within the boundaries of the CITY, shall at all times when not
in use in Collection of Solid Waste be kept on property of the proper zone either within a
building or fenced yard.
h) COLLECTOR'S EMPLOYEES
(1) Dress: All personnel of COLLECTOR collecting Solid Waste
within the CITY shall wear and maintain an acceptable uniform approved by the Administrator.
(2) Wages: COLLECTOR shall pay wages to its employees in
accordance with Sections 1770 and 1773 of the Labor Code of the State of California.
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i) EMERGENCY VEHICLE: At all times that Collection is occurring
COLLECTOR shall maintain an emergency service vehicle to respond to complaints or
emergency calls.
j) LIAISON WITH CITY: COLLECTOR shall visit CITY offices at such
times as the Administrator shall designate for the purpose of discussing any matters relating to,
or complaints which may be involved with the performance of the Agreement. The
COLLECTOR shall report back as directed on any action taken with reference to subject matter
so discussed.
k) COMMERCIAL COLLECTION SERVICE:
(1) Solid Waste Containers: Commercial Premises shall have Solid
Waste containers provided by the COLLECTOR. Containers shall meet CITY specifications.
All Bins shall have lids.
(2) Solid Waste Bin Availability: The COLLECTOR shall at all times
have in stock a sufficient quantity of Solid Waste Bins of each of the standard cubic yard
capacities for delivery to new Business Owner(s)accounts or for the replacement of deteriorated
or defective Solid Waste Bins in service. The COLLECTOR shall provide a sufficient number
and size of Solid Waste Bins compatible with the size of the Solid Waste Bin enclosure and the
quantity of waste generated to new Business Owner(s) accounts.
(3) Solid Waste Bin Maintenance: The COLLECTOR shall at all
times keep Solid Waste Bins and lids in good, clean and sanitary condition, free of graffiti, to the
satisfaction of the CITY. Solid Waste Bins which are used for putrescible waste materials shall
be steam cleaned once per year. Solid Waste Bins to be cleaned or repaired shall be removed
from the service location and taken to the COLLECTOR'S maintenance facility for such
cleaning or repair.
(4) Solid Waste Bin Enclosure Maintenance: It shall be the
responsibility of the Business Owner(s)to keep the Solid Waste Bin enclosure structure in good
repair and clean. The COLLECTOR,however, shall pick up any Solid Waste, debris or litter
that is deposited on the ground as a result of the dumping of the Solid Waste Bin.
(5) Solid Waste Bin Castors and/or Hasp &Lock Service:
COLLECTOR shall furnish Solid Waste Bins with castors and/or hasps and locks upon request
by the Business Owner(s). Every lock for each unit shall be"keyed alike".
(6) Solid Waste Bin Rental Service, Encroachment Permits Required:
The COLLECTOR may receive requests for Solid Waste Bin or Box container rental service.
The COLLECTOR will notify the CITY of the address of the requested service, size of Bin or
Box required, approximate duration and the type of material that will be placed in the container.
The COLLECTOR shall then place the Bin or Box at a location approved by the CITY,but only
after presentation to COLLECTOR by the Business Owner of required encroachment permits or
notification from the CITY that none is required. The Bin or Box shall not be placed or used in
any manner that violates an applicable encroachment permit. COLLECTOR shall immediately
remove any Bin or Box that does not have a valid encroachment permit, unless Collector is
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notified by the CITY that none is required. If CITY removes a Bin or Box that is placed in
violation of this Section(k)(6),the COLLECTOR shall immediately reimburse CITY all costs
incurred by CITY in removing such Bin or Box. The COLLECTOR shall maintain at all times a
sufficient quantity of various cubic yard capacity Bins to insure delivery of the Bins. The
COLLECTOR shall furnish and install flashing barricades adjacent to any Solid Waste Bin or
Box that is placed within the public right of way.
SECTION D.
BREACH AND TERMINATION
All terms,provisions and specifications of this Agreement are material and
binding, and failure to perform any portion of the work described herein shall be considered a
breach of this Agreement. Should COLLECTOR breach the Agreement in any manner,the
Administrator may, at his or her option, impose a penalty in the amount of$250 per occurrence.
Alternatively, if COLLECTOR repeatedly violates the provisions of this Agreement,the City
Council may terminate this Agreement,provided that not less than ten(10) days advance written
notification is given to COLLECTOR to remedy the violation, and COLLECTOR has failed to
remedy the violation within the stated time. If the Agreement is terminated, COLLECTOR shall,
within 10 days of the termination,cease the collection of Solid Waste or Recyclables within the
CITY, and remove its Bins and Boxes from within the City. In the event a breach does not result
in termination,but does result in costs being incurred by CITY, such costs shall be charged to
COLLECTOR. In the event of termination of this Agreement by the City Council,
COLLECTOR shall pay to CITY, on the effective date of termination, all fees collected in
advance for services that would have been provided by COLLECTOR after the effective date of
termination, and COLLECTOR shall not collect Solid Waste or Recyclables within the CITY.
COLLECTOR also shall pay to CITY any unearned fee received after the date of termination. If
the Agreement is terminated and then is reinstated by the City Council, COLLECTOR shall pay
a$500 reinstatement fee to CITY.
SECTION E.
ASSIGNMENT
1. ASSIGNMENT OF AGREEMENT: COLLECTOR shall not assign, sell,
subcontract or otherwise delegate authority to perform any portion of this Agreement without the
prior express written consent of CITY. Neither shall any interest in this Agreement of any right
or privilege accruing to COLLECTOR under the terms of this Agreement be so assigned. In the
event of any assignment duly authorized by CITY, the assignee shall assume the liability of
COLLECTOR.
2. TRANSFER OF STOCK OR INTEREST: No sale, gift or transfer of stock of
COLLECTOR which shall result in change in control of COLLECTOR during the term of this
Agreement shall be made without prior approval of the City Council. Violation of this provision
shall be a breach of the Agreement and grounds for termination by CITY.
3. BANKRUPTCY: If COLLECTOR shall at any time during the term of the
Agreement become insolvent, or if proceedings in bankruptcy shall be instituted by or against
COLLECTOR, or if COLLECTOR shall be adjudged bankrupt or insolvent by any court, or if a
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receiver or trustee in bankruptcy or a receiver of any property of COLLECTOR shall be
appointed in any suit or proceeding brought by or against COLLECTOR, or if COLLECTOR
shall make an assignment for the benefit of creditors, then and in each and every such case,this
Agreement shall immediately cease,terminate, and be canceled upon written notice by CITY and
without the necessity of suit or other proceeding.
SECTION F.
SPECIAL PROVISIONS AND CONDITIONS
1. NATURAL DISASTERS: COLLECTOR's work and service obligations
provided herein shall be excused for such time that meeting such obligations is impossible due to
a natural disaster. The standards will also be waived for such time and in such areas that the
streets are not in a condition to permit the safe passage of COLLECTOR's vehicles. Strikes and
shortages of gasoline and diesel fuel will not be considered natural disasters for purposes of this
paragraph.
2. NATURAL DISASTER CLEAN UP AND RECYCLING PLAN: At the time
when COLLECTOR'S work may continue following a natural disaster,the COLLECTOR will
divert as many Recyclables from the disaster as is possible. The provisions of this section will
include a plan of action for Rancho Palos Verdes should natural disaster strike and leave
commercial businesses in the CITY with unusually large amounts of Solid Waste.
a) DESIGNATED DROP OFF SITES: The CITY will allow designated
drop off sites at specific areas within the city limits if Bins and roll off containers cannot be
placed safely at the damaged property. The COLLECTOR will provide Bins for separation of
wastes generated within CITY limits to be delivered out of the CITY by the COLLECTOR to
processors of the recyclable Solid Waste. Should either of the designated drop-off sites be
damaged or unsafe or inconvenient to use, secondary sites may be established by the Public
Works Department of the City of Rancho Palos Verdes. The designated drop-off sites are:
(1) Eastview Park, 1700 Westmont Avenue;
(2) Fred Hesse Community Center Park,
29301 Hawthorne Boulevard.
b) ALLOWABLE PARAMETERS OF DISASTER PLAN: If CITY
determines that the drop off sites referenced to in Section F.2. are no longer necessary,
COLLECTOR must remove all roll off containers, Bins, and accumulated rubbish from the drop
off areas within 14 days of written notification.
3. WAGES, SALARIES, TAXES, ETC.: COLLECTOR shall exonerate, defend,
indemnify and hold harmless the CITY, its elected officials, employees and agents, and shall
assume full responsibility for payment of all wages or salaries and all Federal, State and local
taxes or contributions imposed and required under the Unemployment Insurance, Social
Security, Income Tax laws and Workers' Compensation laws with respect to COLLECTOR's
employees engaged in the performance of COLLECTOR's obligations hereunder.
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4. CHANGES: The CITY may at any time by a written order modify
COLLECTOR's obligations or the standards under which COLLECTOR is to perform its
services.
5. OWNERSHIP OF EQUIPMENT: The COLLECTOR shall own or lease and
maintain at its expense all equipment necessary to perform its duties as provided for under this
Agreement, including sufficient radio or cellular equipment for office to field communication.
6. NON-WAIVER: No acquiescence, failure, or neglect of either party hereto to
insist upon strict performance of any or all of the provisions of this Agreement shall be construed
to constitute a waiver of any term, condition, or provision of this Agreement nor of any
performance required hereunder, nor of any remedy, damages or other liability arising as a result
of any failure of performance,neglect, or inability to perform at any time.
7. VERBAL,UNOFFICIAL, OR UNAUTHORIZED AGREEMENTS: No verbal
agreement or conversation with any officer, agent or employee of the CITY, either before or
after the execution of this Agreement, shall affect or modify any of the terms or obligations
contained in this Agreement. Any such verbal agreement or conversation shall be considered as
unofficial information and in no way binding upon the CITY. Only direct acts of the City
Council or acts of officers specifically authorized by this Agreement shall be binding upon the
CITY.
8. SOURCE REDUCTION AND RECYCLING REPORTS:
a) QUARTERLY REPORTS: COLLECTOR shall be required to prepare
and submit quarterly reports to CITY regarding Solid Waste,Recycling and source reduction
weights generated in the CITY at no cost to CITY. Additionally, COLLECTOR shall be
required to submit verification of such weights as reported in the above-mentioned reports, as
well as related documents, as requested by the CITY at no cost to CITY. COLLECTOR shall be
required to submit, with the quarterly report a log of complaints received during the previous
quarter. COLLECTOR may also be required to submit other reports, as requested by CITY in
response to State integrated waste management policies,mandates or laws at no cost to CITY.
b) LATE REPORTS: If the quarterly report and the fees required by Section
G of this Agreement are not received within forty(40) days after the end of the preceding
quarter,(i)COLLECTOR shall pay a$250.00 penalty to CITY, and(ii) COLLECTOR is no
longer authorized to collect Solid Waste or Recyclables within the CITY until such time as the
report and all penalties and fees are submitted to CITY. If the quarterly report is not received
within sixty(60) days after the end of the preceding quarter, COLLECTOR also shall pay an
additional penalty in the amount of one percent(1%)of the gross receipts that were collected
during the quarter for which the report is delinquent. If the report is not received within ninety
(90) days after the end of the preceding calendar quarter, the City Council may terminate this
AGREEMENT,pursuant to Section D. Breach and Termination, 1. Failure to Perform. In that
event,COLLECTOR would not be able to continue collecting Solid Waste and Recyclables until
such time as all delinquent reports are submitted to, and approved by,the CITY, all outstanding
penalties and fees are paid to the CITY, a reinstatement penalty in the amount of$500.00 is paid
to the CITY, and a new Agreement is approved by the City Council.
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SECTION G.
CHARGES AND COLLECTIONS
1. BILLING: COLLECTOR shall be responsible for directly billing all accounts.
All bills shall be sent to Business Owner(s) and shall include COLLECTOR'S address.
COLLECTOR may place printed information on the bill or envelope as to the responsibility for
payment, which shall be subject to the approval of the Administrator.
Any payments for which service is not provided shall be refunded to Business Owner within
thirty(30) days notice of receipt of request by COLLECTOR from Business Owner.
2. COLLECTOR FEE;AB 939 FEE:
a) The COLLECTOR shall pay to the CITY, quarterly, a Collector Fee of
five percent(5%) of the annual gross revenues received by COLLECTOR for the Collection of
Solid Waste and Recyclables, including any income received from the sale of Recyclables.
b) The COLLECTOR shall pay to the CITY, quarterly, an AB 939 fee of five
percent(5%)of the annual gross revenues received by COLLECTOR for the Collection of Solid
Waste. This AB 939 Fee does not apply to gross revenues from the Collection,processing, or
sale of Recyclables. Further,to the extent COLLECTOR can show,by documentary evidence
satisfactory to the Administrator, that Solid Waste was processed or disposed of in a manner that
constitutes Diversion,the AB 939 Fee due for that period shall be reduced by the ratio of the
diverted Solid Waste to all Solid Waste collected during that period (e.g., if 10%of Solid Waste
is diverted, the AB 939 Fee for that period is reduced by 10%).
c) The quarterly payments are due no later than forty(40) days following the
end of each quarter. The penalties set forth in Section F.8.B for late reports also apply to
payments required by this Section G.2 that are late.
3. DISPUTES REGARDING REMITTANCES; AUDITS:
a) No acceptance of any payment by CITY shall be construed as an accord
that the amount is in fact the correct amount, nor shall such acceptance of payment be construed
as a release of any claim CITY may have against COLLECTOR for any additional sums payable
under the provisions of this Agreement. All amounts paid shall be subject to independent audit
and recomputation by CITY.
b) If, after audit, such recomputation indicates an underpayment,
COLLECTOR shall pay to CITY the amount of the underpayment within ten days of receipt of
written notice from CITY that such is the case. In addition, COLLECTOR shall pay interest on
any underpayment at the highest rate allowed by law. Such interest shall commence accruing on
the date the underpayment would have originally been due.
c) If, after audit, such recomputation indicates an underpayment of more than
two and one half percent(2.5%), COLLECTOR shall reimburse CITY for all reasonable costs
and expenses incurred in connection with the audit and recomputation,within ten days of receipt
of written notice from CITY that such is the case.
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d) If, after audit, such recomputation indicates an overpayment, CITY shall
notify COLLECTOR in writing of the amount of the overpayment, less costs and expenses
incurred in connection with the audit and recomputation. COLLECTOR may offset the payment
or payments(as appropriate)next due following receipt of such notice by the amount specified
therein.
e) In case of dispute between CITY and COLLECTOR regarding any
amounts due, COLLECTOR shall pay the amount claimed by CITY as due and notify CITY in
writing at the time of payment as to any portion that is paid under protest, specifying the basis of
its claim of overpayment.
SECTION H.
INSURANCE AND INDEMNIFICATION PROVISIONS
1. INSURANCE: During the term of this Agreement COLLECTOR shall carry
commercial general liability insurance in an amount not less than$1,000,000.00 combined single
limit.
COLLECTOR additionally shall provide Workers' Compensation insurance for
its employees or shall have been issued a certificate to self insure in accordance with California
state law. All public liability and umbrella insurance obtained by COLLECTOR shall be issued
by an authorized insurance company with a rating of at least A-VII by Best's Insurance Guide
and shall name as an additional insured the CITY, its officers, agents and employees and shall
require that forty-five(45)day's written notice be given prior to the reduction or modification of
the limits or cancellation or expiration of the policy. The certificate or certificates provided by
COLLECTOR shall state that the required insurance will be in effect at least 30 days in advance
of any day COLLECTOR will perform services under this Agreement. No work shall be done
by COLLECTOR during any period when COLLECTOR is not covered by insurance as required
in this paragraph. In the event COLLECTOR does any work while not covered by such
insurance, CITY may immediately terminate this Agreement without providing the 10 days'
written notice required by Section D.
2. INDEMNIFICATION: COLLECTOR shall indemnify, defend(with counsel
selected by CITY) and hold harmless CITY, its officers, agents, employees and volunteers from
any and all claims and losses whatsoever occurring or resulting to any and all persons, firms or
corporations furnishing or supplying work, services, materials, or supplies in connection with the
performance of this Agreement, any and all claims, lawsuits or actions arising from the awarding
or execution of this Agreement, and for any and all claims and losses occurring or resulting to
any person, firm, corporation or property for damage, injury or death arising out of or connected
with COLLECTOR's or any of its officers, agents, employees or subcontractors' performance of
its obligations pursuant to this Agreement or arising from or attributable to any alleged breach of
warranty of merchantability or fitness of purpose or other laws relating to product liability for
Recyclables collected and processed pursuant to this Agreement. COLLECTOR's obligation to
indemnify,defend and hold harmless CITY as stated herein above shall include,but not be
limited to,paying all actual legal fees and cost incurred by legal counsel of CITY's choice in
representing CITY in connection with any such claims, losses, lawsuits or actions. The
obligations of COLLECTOR pursuant to this Section H.2 are not limited by the coverage of any
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insurance maintained by COLLECTOR pursuant to Section H.1. THIS PROVISION SHALL
SURVIVE THE EXPIRATION OF THE PERIOD DURING WHICH SOLID WASTE
AND RECYCLABLES COLLECTION,PROCESSING AND DISPOSAL SERVICES
ARE TO BE PROVIDED UNDER THIS AGREEMENT.
3. ENVIRONMENTAL INDEMNIFICATION: COLLECTOR shall indemnify,
defend(with counsel selected by CITY) and hold harmless CITY, its officers, agents, employees
and volunteers from any and all claims and losses whatsoever occurring or resulting from: (a)the
repair, cleanup or detoxification, or preparation and implementation of any removal, remedial,
response, closure or other plan(regardless of whether undertaken due to governmental action)
concerning any hazardous substance or Hazardous Waste at any place where COLLECTOR or
any of its officers, agents, employees or subcontractors transfers, stores or disposes of Solid
Waste or Recyclables pursuant to this Agreement; or(b) its activities pursuant to this Agreement
result in a release of hazardous substances into the environment. The foregoing indemnity is
intended to operate as an agreement pursuant to Section 107(e) of CERCLA, codified at 42
U.S.C. Section 9607(e), and California Health and Safety Code Section 25364,to defend,
protect, hold harmless and indemnify CITY. COLLECTOR's obligation to indemnify, defend
and hold harmless CITY as stated herein above shall include,but not be limited to,paying all
actual legal fees and costs incurred by legal counsel of CITY's choice in representing CITY in
connection with any such claims, losses, lawsuits or actions. This clause shall not restrict any
rights CITY has against COLLECTOR, including,but not limited to,the right of contribution.
The obligations of COLLECTOR pursuant to this Section H.3 are not limited by the coverage of
any insurance maintained by COLLECTOR pursuant to Section H.1. THIS PROVISION
SHALL SURVIVE THE EXPIRATION OF THE PERIOD DURING WHICH SOLID
WASTE AND RECYCLABLES COLLECTION,PROCESSING AND DISPOSAL
SERVICES ARE TO BE PROVIDED UNDER THIS AGREEMENT.
SECTION I.
MISCELLANEOUS PROVISIONS
1. AGREEMENT: This Agreement contains the enter agreement of the parties
relating to the subject matter hereof, and supersedes all prior proposals, agreements, and
understandings between the parties and may not be modified or terminated orally, and no
modification,termination or attempted waiver of any of the provisions hereof shall be Binding
unless in writing and signed by both parties hereto. Any modifications to this Agreement shall
require the prior authorization of the City Council of the CITY.
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2. GOVERNING LAW: This Agreement shall be governed by the laws of the State
of California.
IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of
the date first above written.
CalMet Services,Inc.
BY•
d�
ITS: Pov) M
CITY OF RANCHO PALOS VERDES
A municipal corporation
Mayor
ATTEST:
AllW
sie. City Clerk ;=
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CALMEr SERVICES, INC
Date: 10/25/2013
TO: THE CITY OF RANCHO PALOS VERDES
CERTIFICATION
This is a written certification, signed under penalty of perjury, stating that
no person(s) acting on behalf of CalMet Services, Inc. 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.
William Kalpakoff, General Manager
Name & Title
CalMet Services, Inc.
Name of Company
/ /Aida /0,./11 3
_ _
i•nat e & Date
7202 Petterson Lane/Pd Box 2137,Paramount,CA 90723(P)562-259-1239,(F)562-529-7958