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RPVCCA_SR_2010_12_07_03_Annual_Approval_Commercial_HaulerCITY OF MEMORANDUM RANCHO PALOS VERDES Project Manager:Lauren Ramezani,Sr.Administrative Analyst TO: FROM: DATE: SUBJECT: REVIEWED: HONORABLE MAYOR &CITY COUNCIL MEMBERS RAY HOLLAND,DIRECTOR OF PUBLIC WORK~j~ DECEMBER 7,2010 ~~ APPROVAL OF ANNUAL COMMERCIAL HAULER AGREEMENTS FOR 2011 CAROLYN LEHR,CITY MANAGER RECOMMENDATIONS 1.Authorize the Mayor and the City Clerk to execute one-year non-exclusive commercial refuse collection and disposal services agreements for 2011 with ten companies:California Waste Services LLC;CalMet Services,Inc.;Consolidated Disposal Service,LLC;Easy Roll Off Services;EDCO Disposal Corporation;JJK Roll-Offs,Inc.;S & H Disposal Company &Recycling Services;Universal Waste Systems,Inc.;USA Waste of California,Inc.,dba Waste Management of Los Angeles;and West Coast Waste &Roll Off Service. 2.Adopt Resolution No.2010-_,A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RANCHO PALOS VERDES LIMITING THE NUMBER OF HAULERS AUTHORIZED TO PROVIDE SOLID WASTE COLLECTION AND RECYCLING SERVICES FROM COMMERCIAL PREMISES,AND ROLL OFF SERVICES TO RESIDENTIAL AND COMMERCIAL PREMISES IN THE CITY OF RANCHO PALOS VERDES IN CALENDAR YEAR 2011 EXECUTIVE SUMMARY Staff recommends the approval of the annual non-exclusive commercial hauling agreements with ten haulers.Additionally,staff recommends limiting the number of authorized commercial haulers doing business in the City in 2011 to ten companies. 3-1 CITY OF MEMORANDUM RANCHO PALOS VERDES Project Manager:Lauren Ramezani,Sr.Administrative Analyst TO: FROM: DATE: SUBJECT: REVIEWED: HONORABLE MAYOR &CITY COUNCIL MEMBERS RAY HOLLAND,DIRECTOR OF PUBLIC WORK~j~ DECEMBER 7,2010 ~~ APPROVAL OF ANNUAL COMMERCIAL HAULER AGREEMENTS FOR 2011 CAROLYN LEHR,CITY MANAGER RECOMMENDATIONS 1.Authorize the Mayor and the City Clerk to execute one-year non-exclusive commercial refuse collection and disposal services agreements for 2011 with ten companies:California Waste Services LLC;CalMet Services,Inc.;Consolidated Disposal Service,LLC;Easy Roll Off Services;EDCO Disposal Corporation;JJK Roll-Offs,Inc.;S & H Disposal Company &Recycling Services;Universal Waste Systems,Inc.;USA Waste of California,Inc.,dba Waste Management of Los Angeles;and West Coast Waste &Roll Off Service. 2.Adopt Resolution No.2010-_,A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RANCHO PALOS VERDES LIMITING THE NUMBER OF HAULERS AUTHORIZED TO PROVIDE SOLID WASTE COLLECTION AND RECYCLING SERVICES FROM COMMERCIAL PREMISES,AND ROLL OFF SERVICES TO RESIDENTIAL AND COMMERCIAL PREMISES IN THE CITY OF RANCHO PALOS VERDES IN CALENDAR YEAR 2011 EXECUTIVE SUMMARY Staff recommends the approval of the annual non-exclusive commercial hauling agreements with ten haulers.Additionally,staff recommends limiting the number of authorized commercial haulers doing business in the City in 2011 to ten companies. CITY OF MEMORANDUM RANCHO PALOS VERDES Project Manager:Lauren Ramezani,Sr.Administrative Analyst TO: FROM: DATE: SUBJECT: REVIEWED: HONORABLE MAYOR &CITY COUNCIL MEMBERS RAY HOLLAND,DIRECTOR OF PUBLIC WORK~j~ DECEMBER 7,2010 ~~ APPROVAL OF ANNUAL COMMERCIAL HAULER AGREEMENTS FOR 2011 CAROLYN LEHR,CITY MANAGER RECOMMENDATIONS 1.Authorize the Mayor and the City Clerk to execute one-year non-exclusive commercial refuse collection and disposal services agreements for 2011 with ten companies:California Waste Services LLC;CalMet Services,Inc.;Consolidated Disposal Service,LLC;Easy Roll Off Services;EDCO Disposal Corporation;JJK Roll-Offs,Inc.;S & H Disposal Company &Recycling Services;Universal Waste Systems,Inc.;USA Waste of California,Inc.,dba Waste Management of Los Angeles;and West Coast Waste &Roll Off Service. 2.Adopt Resolution No.2010-_,A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RANCHO PALOS VERDES LIMITING THE NUMBER OF HAULERS AUTHORIZED TO PROVIDE SOLID WASTE COLLECTION AND RECYCLING SERVICES FROM COMMERCIAL PREMISES,AND ROLL OFF SERVICES TO RESIDENTIAL AND COMMERCIAL PREMISES IN THE CITY OF RANCHO PALOS VERDES IN CALENDAR YEAR 2011 EXECUTIVE SUMMARY Staff recommends the approval of the annual non-exclusive commercial hauling agreements with ten haulers.Additionally,staff recommends limiting the number of authorized commercial haulers doing business in the City in 2011 to ten companies. Annual Commercial Hauling Agreements-2011 December 7,2010 Page 2 BACKGROUND The City currently has eleven (11)non-exclusive franchise agreements for Commercial Refuse Collection and Disposal with various small,medium,and large size companies. These haulers provide bins to businesses for on-going business activities,and roll off dumpsters to residential and commercial customers during construction,demolition, cleanup,and remodeling activities.The City has been awarding commercial non- exclusive agreements on an annual basis for two decades. On November 4,2009,the City Council selected a new exclusive residential (single- family and mUlti-family)solidwaste and recycling services provider,EDCO Disposal Corporation (EDCO)for Service Area 1,the area previously serviced by Waste Management.Similarly,in May 2009,the City Council approved a negotiated exclusive agreement with Universal Waste Systems,Inc.for Service Area 2 (the Portuguese Bend landslide and southern coastal areas of the City).These two residential agreements are independent of the City's annual non-exclusive commercial hauling contracts. DISCUSSION Each commercial hauler is required to annually sign an agreement,submit a "Certification"of non-bribery,obtain a City business license,submit proof of general liability and workers compensation insurance,and provide the City an additional insured endorsement.Furthermore,all are required to submit quarterly payments and reports, providing refuse disposal and recycling tonnage information,and a log of complaints received. The non-exclusive franchise allows the City to collect a franchise fee of five (5)percent of gross receipts and an AB 939 fee of up to five (5)percent of gross receipts from haulers doing business in the City.Haulers are also entitled to a reduction in their AB 939 fees if they divert solid waste tonnage from landfills to recycling,waste-to-energy,or material recovery facilities.The City's goal is to encourage haulers by providing a financial incentive to recycle construction, demolition,remodeling and business waste such as dirt, concrete,asphalt,cardboard,paper,etc.As a result of their recycling efforts in FY 09-10, various haulers saved a total of $8,000 in AB 939 fees. The City Staff has the following two recommendations: 1.Approve ten haulers for 2011-Out of the eleven authorized haulers in 2010,staff recommends renewing ten of the agreements.In late 2009 two haulers,EDCO and Arakelian Enterprises,Inc.,dba Athens Services (Athens)were the City's finalists for the residential contract.Thus,both were added to the 2010 commercial hauler list.EDCO has been active in RPV in 2010,while Athens has not.Staff contacted Athens and inquired about Athens'plans for 2011 in RPV. Athens did not object to staff's suggestion to be removed from the list for 2011. W\LAUREN\STAFFRPTIREFUSE\201 O\COMMERCIAL HAULER RENEWAL 2011 3.doe 3-2 Annual Commercial Hauling Agreements-2011 December 7,2010 Page 2 BACKGROUND The City currently has eleven (11)non-exclusive franchise agreements for Commercial Refuse Collection and Disposal with various small,medium,and large size companies. These haulers provide bins to businesses for on-going business activities,and roll off dumpsters to residential and commercial customers during construction,demolition, cleanup,and remodeling activities.The City has been awarding commercial non- exclusive agreements on an annual basis for two decades. On November 4,2009,the City Council selected a new exclusive residential (single- family and mUlti-family)solidwaste and recycling services provider,EDCO Disposal Corporation (EDCO)for Service Area 1,the area previously serviced by Waste Management.Similarly,in May 2009,the City Council approved a negotiated exclusive agreement with Universal Waste Systems,Inc.for Service Area 2 (the Portuguese Bend landslide and southern coastal areas of the City).These two residential agreements are independent of the City's annual non-exclusive commercial hauling contracts. DISCUSSION Each commercial hauler is required to annually sign an agreement,submit a "Certification"of non-bribery,obtain a City business license,submit proof of general liability and workers compensation insurance,and provide the City an additional insured endorsement.Furthermore,all are required to submit quarterly payments and reports, providing refuse disposal and recycling tonnage information,and a log of complaints received. The non-exclusive franchise allows the City to collect a franchise fee of five (5)percent of gross receipts and an AB 939 fee of up to five (5)percent of gross receipts from haulers doing business in the City.Haulers are also entitled to a reduction in their AB 939 fees if they divert solid waste tonnage from landfills to recycling,waste-to-energy,or material recovery facilities.The City's goal is to encourage haulers by providing a financial incentive to recycle construction, demolition,remodeling and business waste such as dirt, concrete,asphalt,cardboard,paper,etc.As a result of their recycling efforts in FY 09-10, various haulers saved a total of $8,000 in AB 939 fees. The City Staff has the following two recommendations: 1.Approve ten haulers for 2011-Out of the eleven authorized haulers in 2010,staff recommends renewing ten of the agreements.In late 2009 two haulers,EDCO and Arakelian Enterprises,Inc.,dba Athens Services (Athens)were the City's finalists for the residential contract.Thus,both were added to the 2010 commercial hauler list.EDCO has been active in RPV in 2010,while Athens has not.Staff contacted Athens and inquired about Athens'plans for 2011 in RPV. Athens did not object to staff's suggestion to be removed from the list for 2011. W\LAUREN\STAFFRPTIREFUSE\201 O\COMMERCIAL HAULER RENEWAL 2011 3.doe Annual Commercial Hauling Agreements-2011 December 7,2010 Page 2 BACKGROUND The City currently has eleven (11)non-exclusive franchise agreements for Commercial Refuse Collection and Disposal with various small,medium,and large size companies. These haulers provide bins to businesses for on-going business activities,and roll off dumpsters to residential and commercial customers during construction,demolition, cleanup,and remodeling activities.The City has been awarding commercial non- exclusive agreements on an annual basis for two decades. On November 4,2009,the City Council selected a new exclusive residential (single- family and mUlti-family)solidwaste and recycling services provider,EDCO Disposal Corporation (EDCO)for Service Area 1,the area previously serviced by Waste Management.Similarly,in May 2009,the City Council approved a negotiated exclusive agreement with Universal Waste Systems,Inc.for Service Area 2 (the Portuguese Bend landslide and southern coastal areas of the City).These two residential agreements are independent of the City's annual non-exclusive commercial hauling contracts. DISCUSSION Each commercial hauler is required to annually sign an agreement,submit a "Certification"of non-bribery,obtain a City business license,submit proof of general liability and workers compensation insurance,and provide the City an additional insured endorsement.Furthermore,all are required to submit quarterly payments and reports, providing refuse disposal and recycling tonnage information,and a log of complaints received. The non-exclusive franchise allows the City to collect a franchise fee of five (5)percent of gross receipts and an AB 939 fee of up to five (5)percent of gross receipts from haulers doing business in the City.Haulers are also entitled to a reduction in their AB 939 fees if they divert solid waste tonnage from landfills to recycling,waste-to-energy,or material recovery facilities.The City's goal is to encourage haulers by providing a financial incentive to recycle construction, demolition,remodeling and business waste such as dirt, concrete,asphalt,cardboard,paper,etc.As a result of their recycling efforts in FY 09-10, various haulers saved a total of $8,000 in AB 939 fees. The City Staff has the following two recommendations: 1.Approve ten haulers for 2011-Out of the eleven authorized haulers in 2010,staff recommends renewing ten of the agreements.In late 2009 two haulers,EDCO and Arakelian Enterprises,Inc.,dba Athens Services (Athens)were the City's finalists for the residential contract.Thus,both were added to the 2010 commercial hauler list.EDCO has been active in RPV in 2010,while Athens has not.Staff contacted Athens and inquired about Athens'plans for 2011 in RPV. Athens did not object to staff's suggestion to be removed from the list for 2011. W\LAUREN\STAFFRPTIREFUSE\201 O\COMMERCIAL HAULER RENEWAL 2011 3.doe Annual Commercial Hauling Agreements-2011 December 7,2010 Page 3 2.Limiting Number of Haulers:Since December 2005,the City Council annually approved resolutions limiting the number of haulers.Similarly,staff recommends the City approve the attached resolution,not accepting any new or additional commercial haulers in 2011.The City currently has an adequate number of small, medium,and large companies that provide small and large size bins,and rolloffs for commercial,and business activities.Furthermore,the continued slow economy has reduced the revenue generated by haulers.Allowing new haulers in the City could negatively impact the revenue and market share of the current authorized haulers.Finally,this limitation allows for better administration and monitoring of the haulers especially for the implementation of the new State mandated commercial recycling program,which will go into effective July 1,2012. The ten active haulers reported approximately $1,545,000 in gross receipts for FY 09-10, compared to $1,645,000 in FY 08-09.The reported revenues vary from year to year depending on the economy,and construction and remodeling activities in the City.In FY 09-10,two haulers reported gross receipts of $1 ,358,000,which combined represented 88%of the total commercial hauling market activity in RPV.The two haulers were WM ($1,035,000)and Consolidated/Republic ($320,000).The remaining eight active haulers represent the remaining balance of 12%or $187,000.Finally,the City Attorney's Office has reviewed the attached resolution and agreement. ALTERNATIVE Do not limit the number of commercial haulers in 2011 FISCAL IMPACT The City received approximately $77,000 in franchise fees and $69,000 in AB 939 fees in FY 09-10 from commercial haulers.AB 939 fees are deposited in the Waste Reduction Fund and are used to develop and implement recycling programs to meet the AB 939 mandate.Franchise fees and late submittal penalties are deposited in the General Fund. Attachments:Resolution No.2010- Commercial Hauler Agreement Certificate of Non-Bribery W:\LAUREN\STAFFRPT\REFUSE\2010\COMMERCIAL HAULER RENEWAL 2011 3.doc 3-3 Annual Commercial Hauling Agreements-2011 December 7,2010 Page 3 2.Limiting Number of Haulers:Since December 2005,the City Council annually approved resolutions limiting the number of haulers.Similarly,staff recommends the City approve the attached resolution,not accepting any new or additional commercial haulers in 2011.The City currently has an adequate number of small, medium,and large companies that provide small and large size bins,and rolloffs for commercial,and business activities.Furthermore,the continued slow economy has reduced the revenue generated by haulers.Allowing new haulers in the City could negatively impact the revenue and market share of the current authorized haulers.Finally,this limitation allows for better administration and monitoring of the haulers especially for the implementation of the new State mandated commercial recycling program,which will go into effective July 1,2012. The ten active haulers reported approximately $1,545,000 in gross receipts for FY 09-10, compared to $1,645,000 in FY 08-09.The reported revenues vary from year to year depending on the economy,and construction and remodeling activities in the City.In FY 09-10,two haulers reported gross receipts of $1 ,358,000,which combined represented 88%of the total commercial hauling market activity in RPV.The two haulers were WM ($1,035,000)and Consolidated/Republic ($320,000).The remaining eight active haulers represent the remaining balance of 12%or $187,000.Finally,the City Attorney's Office has reviewed the attached resolution and agreement. ALTERNATIVE Do not limit the number of commercial haulers in 2011 FISCAL IMPACT The City received approximately $77,000 in franchise fees and $69,000 in AB 939 fees in FY 09-10 from commercial haulers.AB 939 fees are deposited in the Waste Reduction Fund and are used to develop and implement recycling programs to meet the AB 939 mandate.Franchise fees and late submittal penalties are deposited in the General Fund. Attachments:Resolution No.2010- Commercial Hauler Agreement Certificate of Non-Bribery W:\LAUREN\STAFFRPT\REFUSE\2010\COMMERCIAL HAULER RENEWAL 2011 3.doc Annual Commercial Hauling Agreements-2011 December 7,2010 Page 3 2.Limiting Number of Haulers:Since December 2005,the City Council annually approved resolutions limiting the number of haulers.Similarly,staff recommends the City approve the attached resolution,not accepting any new or additional commercial haulers in 2011.The City currently has an adequate number of small, medium,and large companies that provide small and large size bins,and rolloffs for commercial,and business activities.Furthermore,the continued slow economy has reduced the revenue generated by haulers.Allowing new haulers in the City could negatively impact the revenue and market share of the current authorized haulers.Finally,this limitation allows for better administration and monitoring of the haulers especially for the implementation of the new State mandated commercial recycling program,which will go into effective July 1,2012. The ten active haulers reported approximately $1,545,000 in gross receipts for FY 09-10, compared to $1,645,000 in FY 08-09.The reported revenues vary from year to year depending on the economy,and construction and remodeling activities in the City.In FY 09-10,two haulers reported gross receipts of $1 ,358,000,which combined represented 88%of the total commercial hauling market activity in RPV.The two haulers were WM ($1,035,000)and Consolidated/Republic ($320,000).The remaining eight active haulers represent the remaining balance of 12%or $187,000.Finally,the City Attorney's Office has reviewed the attached resolution and agreement. ALTERNATIVE Do not limit the number of commercial haulers in 2011 FISCAL IMPACT The City received approximately $77,000 in franchise fees and $69,000 in AB 939 fees in FY 09-10 from commercial haulers.AB 939 fees are deposited in the Waste Reduction Fund and are used to develop and implement recycling programs to meet the AB 939 mandate.Franchise fees and late submittal penalties are deposited in the General Fund. Attachments:Resolution No.2010- Commercial Hauler Agreement Certificate of Non-Bribery W:\LAUREN\STAFFRPT\REFUSE\2010\COMMERCIAL HAULER RENEWAL 2011 3.doc Annual Commercial Hauling Agreements-2011 December 7,2010 Page 4 RESOLUTION 2010- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RANCHO PALOS VERDES LIMITING THE NUMBER OF HAULERS AUTHORIZED TO PROVIDE SOLID WASTE COLLECTION AND RECYCLING SERVICES FROM COMMERCIAL PREMISES,AND ROLL OFF SERVICES TO RESIDENTIAL AND COMMERCIAL PREMISES IN THE CITY OF RANCHO PALOS VERDES IN CALENDAR YEAR 2011 WHEREAS,pursuant to Section 8.20.260 of the City of Rancho Palos Verdes Municipal Code,and to improve monitoring and reporting of commercial and roll off disposal and recycling tonnage,and public education activities,only those solid waste haulers who have entered into a collection agreement with the City may collect solid waste and recyclables from commercial premises,and roll off services to residential premises in the City ("Commercial Haulers");and WHEREAS,on November 17,2009,the City Council of the City of Rancho Palos Verdes adopted Resolution No.2009-82,thereby limiting the number of Commercial Haulers in calendar year 2010 to nine Commercial Haulers that provided such services in 2009,and two new haulers;and WHEREAS,the City Council,in adopting Resolution No.2009-82,found that more than eleven authorized haulers providing solid waste collection and recycling services from commercial premises,and roll off services to residential and commercial premises, would overburden the streets and create traffic problems,as well as potentially damaging the pavement,and would increase the difficulty of efficiently monitoring and reporting commercial and roll off disposal and recycling tonnage,and public education activities; and NOW THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF RANCHO PALOS VERDES THAT: 1.The following ten solid waste haulers who entered into commercial collection agreements in calendar year 2010 and provided required quarterly reports and insurance documentation are permitted to enter into such agreements in calendar year 2011:California Waste Services LLC;CalMet Services,Inc.; Consolidated Disposal Service,LLC;Easy Roll Off Services;EDCO Disposal Corporation;JJK Roll-Offs,Inc.;S & H Disposal Company &Recycling Services;Universal Waste Systems,Inc.;USA Waste of California,Inc.,dba Waste Management of Los Angeles;and West Coast Waste &Roll Off Service. 2.No other solid waste haulers will be authorized to collect solid waste and recyclables from commercial premises,or provide roll off services to residential premises in the City in calendar year 2011. W:\LAUREN\STAFFRPT\REFUSE\2010\COMMERCIAL HAULER RENEWAL 2011 3.doc 3-4 Annual Commercial Hauling Agreements-2011 December 7,2010 Page 4 RESOLUTION 2010- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RANCHO PALOS VERDES LIMITING THE NUMBER OF HAULERS AUTHORIZED TO PROVIDE SOLID WASTE COLLECTION AND RECYCLING SERVICES FROM COMMERCIAL PREMISES,AND ROLL OFF SERVICES TO RESIDENTIAL AND COMMERCIAL PREMISES IN THE CITY OF RANCHO PALOS VERDES IN CALENDAR YEAR 2011 WHEREAS,pursuant to Section 8.20.260 of the City of Rancho Palos Verdes Municipal Code,and to improve monitoring and reporting of commercial and roll off disposal and recycling tonnage,and public education activities,only those solid waste haulers who have entered into a collection agreement with the City may collect solid waste and recyclables from commercial premises,and roll off services to residential premises in the City ("Commercial Haulers");and WHEREAS,on November 17,2009,the City Council of the City of Rancho Palos Verdes adopted Resolution No.2009-82,thereby limiting the number of Commercial Haulers in calendar year 2010 to nine Commercial Haulers that provided such services in 2009,and two new haulers;and WHEREAS,the City Council,in adopting Resolution No.2009-82,found that more than eleven authorized haulers providing solid waste collection and recycling services from commercial premises,and roll off services to residential and commercial premises, would overburden the streets and create traffic problems,as well as potentially damaging the pavement,and would increase the difficulty of efficiently monitoring and reporting commercial and roll off disposal and recycling tonnage,and public education activities; and NOW THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF RANCHO PALOS VERDES THAT: 1.The following ten solid waste haulers who entered into commercial collection agreements in calendar year 2010 and provided required quarterly reports and insurance documentation are permitted to enter into such agreements in calendar year 2011:California Waste Services LLC;CalMet Services,Inc.; Consolidated Disposal Service,LLC;Easy Roll Off Services;EDCO Disposal Corporation;JJK Roll-Offs,Inc.;S & H Disposal Company &Recycling Services;Universal Waste Systems,Inc.;USA Waste of California,Inc.,dba Waste Management of Los Angeles;and West Coast Waste &Roll Off Service. 2.No other solid waste haulers will be authorized to collect solid waste and recyclables from commercial premises,or provide roll off services to residential premises in the City in calendar year 2011. W:\LAUREN\STAFFRPT\REFUSE\2010\COMMERCIAL HAULER RENEWAL 2011 3.doc Annual Commercial Hauling Agreements-2011 December 7,2010 Page 4 RESOLUTION 2010- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RANCHO PALOS VERDES LIMITING THE NUMBER OF HAULERS AUTHORIZED TO PROVIDE SOLID WASTE COLLECTION AND RECYCLING SERVICES FROM COMMERCIAL PREMISES,AND ROLL OFF SERVICES TO RESIDENTIAL AND COMMERCIAL PREMISES IN THE CITY OF RANCHO PALOS VERDES IN CALENDAR YEAR 2011 WHEREAS,pursuant to Section 8.20.260 of the City of Rancho Palos Verdes Municipal Code,and to improve monitoring and reporting of commercial and roll off disposal and recycling tonnage,and public education activities,only those solid waste haulers who have entered into a collection agreement with the City may collect solid waste and recyclables from commercial premises,and roll off services to residential premises in the City ("Commercial Haulers");and WHEREAS,on November 17,2009,the City Council of the City of Rancho Palos Verdes adopted Resolution No.2009-82,thereby limiting the number of Commercial Haulers in calendar year 2010 to nine Commercial Haulers that provided such services in 2009,and two new haulers;and WHEREAS,the City Council,in adopting Resolution No.2009-82,found that more than eleven authorized haulers providing solid waste collection and recycling services from commercial premises,and roll off services to residential and commercial premises, would overburden the streets and create traffic problems,as well as potentially damaging the pavement,and would increase the difficulty of efficiently monitoring and reporting commercial and roll off disposal and recycling tonnage,and public education activities; and NOW THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF RANCHO PALOS VERDES THAT: 1.The following ten solid waste haulers who entered into commercial collection agreements in calendar year 2010 and provided required quarterly reports and insurance documentation are permitted to enter into such agreements in calendar year 2011:California Waste Services LLC;CalMet Services,Inc.; Consolidated Disposal Service,LLC;Easy Roll Off Services;EDCO Disposal Corporation;JJK Roll-Offs,Inc.;S & H Disposal Company &Recycling Services;Universal Waste Systems,Inc.;USA Waste of California,Inc.,dba Waste Management of Los Angeles;and West Coast Waste &Roll Off Service. 2.No other solid waste haulers will be authorized to collect solid waste and recyclables from commercial premises,or provide roll off services to residential premises in the City in calendar year 2011. W:\LAUREN\STAFFRPT\REFUSE\2010\COMMERCIAL HAULER RENEWAL 2011 3.doc Annual Commercial Hauling Agreements-2011 December 7,2010 Page 5 PASSED,APPROVED,AND ADOPTED THE 7th DAY OF DECEMBER,2010. ATTEST: CITY CLERK State of California ) County of Los Angeles )ss City of Rancho Palos Verdes ) MAYOR I,CARLA MORREALE,City Clerk of The City of Rancho Palos Verdes,hereby certify that the above Resolution No.2010-_was duly and regularly passed and adopted by the said City Council at a regular meeting thereof held on December 7,2010. CITY CLERK W\LAUREN\STAFFRPl\REFUSE\2010\COMMERCIAL HAULER RENEWAL 2011 3.doc 3-5 Annual Commercial Hauling Agreements-2011 December 7,2010 Page 5 PASSED,APPROVED,AND ADOPTED THE 7th DAY OF DECEMBER,2010. ATTEST: CITY CLERK State of California ) County of Los Angeles )ss City of Rancho Palos Verdes ) MAYOR I,CARLA MORREALE,City Clerk of The City of Rancho Palos Verdes,hereby certify that the above Resolution No.2010-_was duly and regularly passed and adopted by the said City Council at a regular meeting thereof held on December 7,2010. CITY CLERK W\LAUREN\STAFFRPl\REFUSE\2010\COMMERCIAL HAULER RENEWAL 2011 3.doc Annual Commercial Hauling Agreements-2011 December 7,2010 Page 5 PASSED,APPROVED,AND ADOPTED THE 7th DAY OF DECEMBER,2010. ATTEST: CITY CLERK State of California ) County of Los Angeles )ss City of Rancho Palos Verdes ) MAYOR I,CARLA MORREALE,City Clerk of The City of Rancho Palos Verdes,hereby certify that the above Resolution No.2010-_was duly and regularly passed and adopted by the said City Council at a regular meeting thereof held on December 7,2010. CITY CLERK W\LAUREN\STAFFRPl\REFUSE\2010\COMMERCIAL HAULER RENEWAL 2011 3.doc AGREEMENT FOR NON EXCLUSIVE COMMERCIAL COLLECTION AND DISPOSAL SERVICES BETWEEN THE CITY OF RANCHO PALOS VERDES, a municipal corporation AND a corporation R6876-0333\1183963v3.doc 12/1/2010 3-6 AGREEMENT FOR NON EXCLUSIVE COMMERCIAL COLLECTION AND DISPOSAL SERVICES BETWEEN THE CITY OF RANCHO PALOS VERDES, a municipal corporation AND a corporation R6876-0333\1183963v3.doc 12/1/2010 AGREEMENT FOR NON EXCLUSIVE COMMERCIAL COLLECTION AND DISPOSAL SERVICES BETWEEN THE CITY OF RANCHO PALOS VERDES, a municipal corporation AND a corporation R6876-0333\1183963v3.doc 12/1/2010 CITY OF RANCHO PALOS VERDES AGREEMENT FOR NON EXCLUSIVE COMMERCIAL COLLECTION AND DISPOSAL SERVICES This Agreement is made and entered into this th day of December,2010,by and between the CITY OF RANCHO PALOS VERDES,a municipal corporation,hereinafter referred to as "CITY"and ____~---------------------,acorporation,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 ~;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 R6876-0333\1183963v3.doc 1 12/1/20103-7 CITY OF RANCHO PALOS VERDES AGREEMENT FOR NON EXCLUSIVE COMMERCIAL COLLECTION AND DISPOSAL SERVICES This Agreement is made and entered into this th day of December,2010,by and between the CITY OF RANCHO PALOS VERDES,a municipal corporation,hereinafter referred to as "CITY"and ____~---------------------,acorporation,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 ~;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 R6876-0333\1183963v3.doc 1 12/1/2010 CITY OF RANCHO PALOS VERDES AGREEMENT FOR NON EXCLUSIVE COMMERCIAL COLLECTION AND DISPOSAL SERVICES This Agreement is made and entered into this th day of December,2010,by and between the CITY OF RANCHO PALOS VERDES,a municipal corporation,hereinafter referred to as "CITY"and ____~---------------------,acorporation,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 ~;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 R6876-0333\1183963v3.doc 1 12/1/2010 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 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: R6876-0333\1183963v3.doc 2 12/1/20103-8 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 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: R6876-0333\1183963v3.doc 2 12/1/2010 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 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: R6876-0333\1183963v3.doc 2 12/1/2010 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 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 used in connection with Commercial Premises 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. R6876-0333\1183963v3.doc 3 12/1/2010 3-9 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 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 used in connection with Commercial Premises 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. R6876-0333\1183963v3.doc 3 12/1/2010 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 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 used in connection with Commercial Premises 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. R6876-0333\1183963v3.doc 3 12/1/2010 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 m)~Diversion"shall have the meaning set forth in Public Resources Code Section 40124. n)"Holiday"shall mean the following days: New Year's Day Memorial Day Independence Day Labor Day Thanksgiving Day Christmas Day 0)"May"shall mean that which is permissive. p)"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 styrofoam containers and other recyclable materials. q)"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. r)"Reusable Building Materials"shall mean bathroom fixtures,lighting fixtures,doors,windows,bricks,and other materials that may be used again; R6876-0333\1183963v3.doc 4 12/1/2010 3-10 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 m)~Diversion"shall have the meaning set forth in Public Resources Code Section 40124. n)"Holiday"shall mean the following days: New Year's Day Memorial Day Independence Day Labor Day Thanksgiving Day Christmas Day 0)"May"shall mean that which is permissive. p)"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 styrofoam containers and other recyclable materials. q)"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. r)"Reusable Building Materials"shall mean bathroom fixtures,lighting fixtures,doors,windows,bricks,and other materials that may be used again; R6876-0333\1183963v3.doc 4 12/1/2010 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 m)~Diversion"shall have the meaning set forth in Public Resources Code Section 40124. n)"Holiday"shall mean the following days: New Year's Day Memorial Day Independence Day Labor Day Thanksgiving Day Christmas Day 0)"May"shall mean that which is permissive. p)"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 styrofoam containers and other recyclable materials. q)"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. r)"Reusable Building Materials"shall mean bathroom fixtures,lighting fixtures,doors,windows,bricks,and other materials that may be used again; R6876-0333\1183963v3.doc 4 12/1/2010 s)"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; t)"Shall"shall mean that which is mandatory. u)"Term"shall have the meaning set forth in Paragraph 3 of this Section A. v)"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 I s determination to the City Council,and the City Council shall make the final 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 I,2011,and shall remain in force through December 31,2011.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 31,2011, 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 21,2011. 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 R6876-0333\1183963v3.doc 5 12/1/20103-11 s)"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; t)"Shall"shall mean that which is mandatory. u)"Term"shall have the meaning set forth in Paragraph 3 of this Section A. v)"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 I s determination to the City Council,and the City Council shall make the final 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 I,2011,and shall remain in force through December 31,2011.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 31,2011, 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 21,2011. 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 R6876-0333\1183963v3.doc 5 12/1/2010 s)"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; t)"Shall"shall mean that which is mandatory. u)"Term"shall have the meaning set forth in Paragraph 3 of this Section A. v)"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 I s determination to the City Council,and the City Council shall make the final 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 I,2011,and shall remain in force through December 31,2011.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 31,2011, 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 21,2011. 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 R6876-0333\1183963v3.doc 5 12/1/2010 residential collector as set forth in that certain agreement between CITY and ED CO 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. 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: Ray Holland,Director of Public Works 30940 Hawthorne Boulevard Rancho Palos Verdes,California 90275 Telephone No.:(310)544-5252 Fax No.:(310)544-5292 The principal representative of COLLECTOR shall be: 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: R6876-0333\1183963v3.doc 6 12/1/20103-12 residential collector as set forth in that certain agreement between CITY and ED CO 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. 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: Ray Holland,Director of Public Works 30940 Hawthorne Boulevard Rancho Palos Verdes,California 90275 Telephone No.:(310)544-5252 Fax No.:(310)544-5292 The principal representative of COLLECTOR shall be: 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: R6876-0333\1183963v3.doc 6 12/1/2010 residential collector as set forth in that certain agreement between CITY and ED CO 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. 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: Ray Holland,Director of Public Works 30940 Hawthorne Boulevard Rancho Palos Verdes,California 90275 Telephone No.:(310)544-5252 Fax No.:(310)544-5292 The principal representative of COLLECTOR shall be: 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: R6876-0333\1183963v3.doc 6 12/1/2010 (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 31,2011 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.COLLECTOR acknowledges that City is developing a commercial recycling ordinance and/or policy,pursuant to the Mandatory Commercial Recycling Measure (RW-3)provisions of the Scoping Plan adopted by the State Air Resources Board pursuant to Assembly Bill 32 (Nunez,2006),AND Collector agrees to comply with the terms set forth in that City approved policy/ordinance. 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. 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;and R6876-0333\1183963v3.doc 7 12/1/20103-13 (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 31,2011 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.COLLECTOR acknowledges that City is developing a commercial recycling ordinance and/or policy,pursuant to the Mandatory Commercial Recycling Measure (RW-3)provisions of the Scoping Plan adopted by the State Air Resources Board pursuant to Assembly Bill 32 (Nunez,2006),AND Collector agrees to comply with the terms set forth in that City approved policy/ordinance. 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. 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;and R6876-0333\1183963v3.doc 7 12/1/2010 (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 31,2011 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.COLLECTOR acknowledges that City is developing a commercial recycling ordinance and/or policy,pursuant to the Mandatory Commercial Recycling Measure (RW-3)provisions of the Scoping Plan adopted by the State Air Resources Board pursuant to Assembly Bill 32 (Nunez,2006),AND Collector agrees to comply with the terms set forth in that City approved policy/ordinance. 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. 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;and R6876-0333\1183963v3.doc 7 12/1/2010 (3)provide Boxes and Bins for Solid Waste and Recyclables to Residential Premises,upon request from the Residential Householder. 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 unless specifically authorized in writing by the Administrator.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. 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 R6876-0333\1183963v3.doc 8 12/1/20103-14 (3)provide Boxes and Bins for Solid Waste and Recyclables to Residential Premises,upon request from the Residential Householder. 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 unless specifically authorized in writing by the Administrator.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. 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 R6876-0333\1183963v3.doc 8 12/1/2010 (3)provide Boxes and Bins for Solid Waste and Recyclables to Residential Premises,upon request from the Residential Householder. 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 unless specifically authorized in writing by the Administrator.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. 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 R6876-0333\1183963v3.doc 8 12/1/2010 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. 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. R6876-0333\1183963v3.doc 9 12/1/2010 3-15 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. 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. R6876-0333\1183963v3.doc 9 12/1/2010 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. 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. R6876-0333\1183963v3.doc 9 12/1/2010 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. 0)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)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. q)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. r)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. S.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. R6876-0333\1183963v3.doc 10 12/1/20103-16 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. 0)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)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. q)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. r)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. S.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. R6876-0333\1183963v3.doc 10 12/1/2010 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. 0)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)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. q)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. r)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. S.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. R6876-0333\1183963v3.doc 10 12/1/2010 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 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.All vehicles and Bins used to perform this Agreement shall be kept clean,in good repair,and will be 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 R6876-0333\1183963v3.doc 11 12/1/20103-17 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 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.All vehicles and Bins used to perform this Agreement shall be kept clean,in good repair,and will be 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 R6876-0333\1183963v3.doc 11 12/1/2010 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 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.All vehicles and Bins used to perform this Agreement shall be kept clean,in good repair,and will be 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 R6876-0333\1183963v3.doc 11 12/1/2010 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 a)Dress:All personnel of COLLECTOR collecting Solid Waste within the CITY shall wear and maintain an acceptable uniform approved by the Administrator. b)Wages:COLLECTOR shall pay wages to its employees in accordance with Sections 1770 and 1773 of the Labor Code of the State of California. 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 R6876-0333\1183963v3.doc 12 12/1/20103-18 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 a)Dress:All personnel of COLLECTOR collecting Solid Waste within the CITY shall wear and maintain an acceptable uniform approved by the Administrator. b)Wages:COLLECTOR shall pay wages to its employees in accordance with Sections 1770 and 1773 of the Labor Code of the State of California. 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 R6876-0333\1183963v3.doc 12 12/1/2010 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 a)Dress:All personnel of COLLECTOR collecting Solid Waste within the CITY shall wear and maintain an acceptable uniform approved by the Administrator. b)Wages:COLLECTOR shall pay wages to its employees in accordance with Sections 1770 and 1773 of the Labor Code of the State of California. 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 R6876-0333\1183963v3.doc 12 12/1/2010 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 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: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 R6876-0333\1183963v3.doc 13 12/1/20103-19 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 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: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 R6876-0333\1183963v3.doc 13 12/1/2010 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 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: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 R6876-0333\1183963v3.doc 13 12/1/2010 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.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. R6876-0333\1183963v3.doc 14 12/1/20103-20 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.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. R6876-0333\1183963v3.doc 14 12/1/2010 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.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. R6876-0333\1183963v3.doc 14 12/1/2010 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 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. R6876-0333\1183963v3.doc 15 12/1/20103-21 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 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. R6876-0333\1183963v3.doc 15 12/1/2010 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 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. R6876-0333\1183963v3.doc 15 12/1/2010 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 ) (2 ) Eastview Park,1700 Westmont Avenue; 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 paragraph F.2.A.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 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. 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 equipment for office to field communication. R6876-0333\1183963v3.doc 16 12/1/20103-22 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 ) (2 ) Eastview Park,1700 Westmont Avenue; 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 paragraph F.2.A.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 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. 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 equipment for office to field communication. R6876-0333\1183963v3.doc 16 12/1/2010 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 ) (2 ) Eastview Park,1700 Westmont Avenue; 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 paragraph F.2.A.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 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. 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 equipment for office to field communication. R6876-0333\1183963v3.doc 16 12/1/2010 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 Councilor 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 R6876-0333\1183963v3.doc 17 12/1/20103-23 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 Councilor 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 R6876-0333\1183963v3.doc 17 12/1/2010 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 Councilor 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 R6876-0333\1183963v3.doc 17 12/1/2010 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. 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. R6876-0333\1183963v3.doc 18 12/1/20103-24 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. 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. R6876-0333\1183963v3.doc 18 12/1/2010 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. 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. R6876-0333\1183963v3.doc 18 12/1/2010 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. (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 R6876-0333\1183963v3.doc 19 12/1/20103-25 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. (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 R6876-0333\1183963v3.doc 19 12/1/2010 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. (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 R6876-0333\1183963v3.doc 19 12/1/2010 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 R6876-0333\1183963v3.doc 20 12/1/20103-26 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 R6876-0333\1183963v3.doc 20 12/1/2010 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 R6876-0333\1183963v3.doc 20 12/1/2010 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 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 resul ting 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 2.5364,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 tci; 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. R6876-0333\1183963v3.doc 21 12/1/2010 3-27 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 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 resul ting 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 2.5364,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 tci; 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. R6876-0333\1183963v3.doc 21 12/1/2010 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 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 resul ting 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 2.5364,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 tci; 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. R6876-0333\1183963v3.doc 21 12/1/2010 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. 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. BY:--------------- ITS:------------ CITY OF RANCHO PALOS VERDES A municipal corporation BY:_ Mayor ATTEST: City Clerk R6876-0333\1183963v3.doc 22 12/1/20103-28 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. 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. BY:--------------- ITS:------------ CITY OF RANCHO PALOS VERDES A municipal corporation BY:_ Mayor ATTEST: City Clerk R6876-0333\1183963v3.doc 22 12/1/2010 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. 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. BY:--------------- ITS:------------ CITY OF RANCHO PALOS VERDES A municipal corporation BY:_ Mayor ATTEST: City Clerk R6876-0333\1183963v3.doc 22 12/1/2010 TABLE OF CONTENTS PAGE(S) RECITALS 1 SECTION A.DEFINITIONS AND TERMS 3 1.DEFINITIONS 3 2.DISPUTES RELATING TO DEFINITIONS 5 3 .TERM OF AGREEMENT:5 4.NON-EXCLUSIVE RIGHTS:5 5.REPRESENTATIVES OF PARTIES AND SERVICE OF NOTICES ..6 6 .ACKNOWLEDGEMENTS:..................................6 SECTION B.COLLECTOR'S OBLIGATIONS 7 1.OBLIGATIONS:7 SECTION C.STANDARDS FOR COLLECTIONS AND OPERATIONS 11 1.STANDARDS:11 SECTION D.BREACH AND TERMINATION 14 SECTION E.ASSIGNMENT 15 1.ASSIGNMENT OF AGREEMENT:15 2.TRANSFER OF STOCK OR INTEREST:15 3 .BANKRUPTCy:.......................................15 SECTION F.SPECIAL PROVISIONS AND CONDITIONS 15 1.NATURAL DISASTERS:15 2.NATURAL DISASTER CLEAN UP AND RECYCLING PLAN:16 3.WAGES,SALARIES,TAXES,ETC.:16 4.CHANGES:16 5.OWNERSHIP OF EQUIPMENT:16 6.NON-WAIVER:17 7.VERBAL,UNOFFICIAL,OR UNAUTHORIZED AGREEMENTS:17 8.SOURCE REDUCTION AND RECYCLING REPORTS:17 SECTION G.CHARGES AND COLLECTIONS 18 1.BILLING:18 2.COLLECTOR FEE;AB 939 FEE:18 3.DISPUTES REGARDING REMITTANCES;AUDITS:19 SECTION H.INSURANCE AND INDEMNIFICATION PROVISIONS 20 1 .INSURANCE:20 2.INDEMNIFICATION:20 3.ENVIRONMENTAL INDEMNIFICATION:21 SECTION I.MISCELLANEOUS PROVISIONS 22 1 .AGREEMENT:22 2 .GOVERNING LAW:22 R6876-0333\1183963v3.doc i 11/11/09 3-29 TABLE OF CONTENTS PAGE(S) RECITALS 1 SECTION A.DEFINITIONS AND TERMS 3 1.DEFINITIONS 3 2.DISPUTES RELATING TO DEFINITIONS 5 3 .TERM OF AGREEMENT:5 4.NON-EXCLUSIVE RIGHTS:5 5.REPRESENTATIVES OF PARTIES AND SERVICE OF NOTICES ..6 6 .ACKNOWLEDGEMENTS:..................................6 SECTION B.COLLECTOR'S OBLIGATIONS 7 1.OBLIGATIONS:7 SECTION C.STANDARDS FOR COLLECTIONS AND OPERATIONS 11 1.STANDARDS:11 SECTION D.BREACH AND TERMINATION 14 SECTION E.ASSIGNMENT 15 1.ASSIGNMENT OF AGREEMENT:15 2.TRANSFER OF STOCK OR INTEREST:15 3 .BANKRUPTCy:.......................................15 SECTION F.SPECIAL PROVISIONS AND CONDITIONS 15 1.NATURAL DISASTERS:15 2.NATURAL DISASTER CLEAN UP AND RECYCLING PLAN:16 3.WAGES,SALARIES,TAXES,ETC.:16 4.CHANGES:16 5.OWNERSHIP OF EQUIPMENT:16 6.NON-WAIVER:17 7.VERBAL,UNOFFICIAL,OR UNAUTHORIZED AGREEMENTS:17 8.SOURCE REDUCTION AND RECYCLING REPORTS:17 SECTION G.CHARGES AND COLLECTIONS 18 1.BILLING:18 2.COLLECTOR FEE;AB 939 FEE:18 3.DISPUTES REGARDING REMITTANCES;AUDITS:19 SECTION H.INSURANCE AND INDEMNIFICATION PROVISIONS 20 1 .INSURANCE:20 2.INDEMNIFICATION:20 3.ENVIRONMENTAL INDEMNIFICATION:21 SECTION I.MISCELLANEOUS PROVISIONS 22 1 .AGREEMENT:22 2 .GOVERNING LAW:22 R6876-0333\1183963v3.doc i 11/11/09 TABLE OF CONTENTS PAGE(S) RECITALS 1 SECTION A.DEFINITIONS AND TERMS 3 1.DEFINITIONS 3 2.DISPUTES RELATING TO DEFINITIONS 5 3 .TERM OF AGREEMENT:5 4.NON-EXCLUSIVE RIGHTS:5 5.REPRESENTATIVES OF PARTIES AND SERVICE OF NOTICES ..6 6 .ACKNOWLEDGEMENTS:..................................6 SECTION B.COLLECTOR'S OBLIGATIONS 7 1.OBLIGATIONS:7 SECTION C.STANDARDS FOR COLLECTIONS AND OPERATIONS 11 1.STANDARDS:11 SECTION D.BREACH AND TERMINATION 14 SECTION E.ASSIGNMENT 15 1.ASSIGNMENT OF AGREEMENT:15 2.TRANSFER OF STOCK OR INTEREST:15 3 .BANKRUPTCy:.......................................15 SECTION F.SPECIAL PROVISIONS AND CONDITIONS 15 1.NATURAL DISASTERS:15 2.NATURAL DISASTER CLEAN UP AND RECYCLING PLAN:16 3.WAGES,SALARIES,TAXES,ETC.:16 4.CHANGES:16 5.OWNERSHIP OF EQUIPMENT:16 6.NON-WAIVER:17 7.VERBAL,UNOFFICIAL,OR UNAUTHORIZED AGREEMENTS:17 8.SOURCE REDUCTION AND RECYCLING REPORTS:17 SECTION G.CHARGES AND COLLECTIONS 18 1.BILLING:18 2.COLLECTOR FEE;AB 939 FEE:18 3.DISPUTES REGARDING REMITTANCES;AUDITS:19 SECTION H.INSURANCE AND INDEMNIFICATION PROVISIONS 20 1 .INSURANCE:20 2.INDEMNIFICATION:20 3.ENVIRONMENTAL INDEMNIFICATION:21 SECTION I.MISCELLANEOUS PROVISIONS 22 1 .AGREEMENT:22 2 .GOVERNING LAW:22 R6876-0333\1183963v3.doc i 11/11/09 Company Letterhead Date:_/__./2010 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 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. Name &Title Name of Company Signature &Date W:\LAUREN\Solid Waste\SOLlDWSnCOMM\2011\certification of non-bribary.doc 11/29/2010 3-30 Company Letterhead Date:_/__./2010 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 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. Name &Title Name of Company Signature &Date W:\LAUREN\Solid Waste\SOLlDWSnCOMM\2011\certification of non-bribary.doc 11/29/2010 Company Letterhead Date:_/__./2010 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 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. Name &Title Name of Company Signature &Date W:\LAUREN\Solid Waste\SOLlDWSnCOMM\2011\certification of non-bribary.doc 11/29/2010