EDCO Disposal Corporation - FY2023-008 LPV
NON-EXCLUSIVE COMMERCIAL FRANCHISE AGREEMENT
FOR
PROVISION OF SOLID WASTE HANDLING SERVICES
BETWEEN
THE CITY OF RANCHO PALOS VERDES
AND
EDCO DISPOSAL CORPORATION
JULY 19, 2022
Table of Contents
SECTION 1 DEFINITIONS 4
1 1 AB 32 4
1 2 AB 341 4
1 3 AB 876 4
1 4 AB 901 4
1 5 AB 939 4
1 6 AB 939 Fee 5
1 7 AB 1826 5
18 Administrator 5
19 Affiliate 5
1 10 Agreed Upon Procedures 6
111 Agreement 6
1 12 Annual Diversion Report 6
1 13 Animal Waste 6
1 14 Applicable Laws 6
115 Back-haul 6
1 16 BASIC Score 7
117 Billings 7
1 18 Bin 7
1 19 Blue Container 7
1 20 Bulky Waste 7
1 21 C&D 7
1 22 California Code of Regulations (CCR) 8
123 CalRecycle 8
124 Cart 8
125 City 8
1 26 City Limits 8
1 27 City Manager 8
128 Collect/Collection/Collecting 8
1 29 Commercial or Commercial Business 8
1 30 Commercial Edible Food Generators 9
1 31 Commercial Generator 9
1 32 Commercial Premises 9
1 33 Community Composting 9
134 Compactor 9
1 35 Compliance Review 9
i
136 Complaint 10
137 Compost 10
1 38 Compostable Plastics 10
1 39 Construction and Demolition Debris (C&D) or C&D Materials 10
1 40 Container or Franchisee Provided Container 10
141 Contamination or Contaminated Container 10
142 Customer 10
1 43 Discarded Materials 11
1 44 Disposal or Dispose 11
1 45 Disposal Site(s) 11
1 46 Divert or Diversion 11
1 47 EDCO Residential Agreement 11
148 Edible Food 12
1 49 Effective Date 12
1 50 Electronic or E Waste 12
1 51 Environmental Laws 12
1 52 Excluded Waste 12
153 Facility(ies) 13
1 54 Food Recovery 13
1 55 Food Recovery Organization 13
1 56 Food Recovery Service 13
1 57 Food Scraps 14
1 58 Food-Soiled Paper 14
1 59 Food Waste 14
160 Franchisee 14
1 61 Franchise Area 14
1 62 Franchise Fee 14
163 Generator 14
1 64 Gray Container 14
1 65 Gray Container Waste 15
1 66 Green Container 15
1 67 Green Container Waste 15
1 68 Green Waste or Yard Waste 15
1 69 Gross Receipts 15
1 70 Hauler Route 15
1 71 Hazardous Substance 15
1 72 Hazardous Waste 16
1 73 Infectious Waste 16
174 Holiday 16
175 Landfill 17
1 76 Large Event 17
1 77 Large Venue 17
178 Manure 17
1 79 Materials Recovery Facility 17
1 80 Medical Waste 18
1 81 Multi-family or Multi-family Dwelling 18
182 Mulch 18
1 83 Non-Compostable Paper 18
1 84 Non-Exclusive Franchise Agreement 19
1 85 Non-Organic Recyclables 19
186 On-Call 19
1 87 Organic Waste 19
1 88 Organic Waste Generator 19
189 Owner 19
1 90 Party or Parties 20
191 Person 20
192 Premises 20
1 93 Printing and Writing Papers 20
1 94 Process, Processed, or Processing 20
1 95 Prohibited Container Contaminants 20
1 96 Property Owner 20
1 97 Putrescible Waste 21
1 98 Reasonable Business Effort 21
1 99 Recyclables or Recyclable Materials 21
1 100 Recycle/Recycling 21
1 101 Refuse 21
1 102 Refuse Impact Reduction Laws 21
1 103 Remodel 22
1 104 Renewable Natural Gas (RNG) 22
1 105 Roll-off Box 22
1 106 Route Reviews 22
1 107 SB 1383 22
1 108 SB 1383 Regulations 22
1 109 Single-family 23
1 110 Self-hauler (or Self-haul) 23
1 111 Service Level 23
1 112 Solid Waste 23
1 113 Solid Waste Enterprise 23
1 114 Source Separated 23
1 115 Source Separated Blue Container Organic Waste (SSBCOW) 24
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1 116 Source Separated Green Container Organic Waste (SSGCOW) 24
1 117 Source Separated Recyclable Materials 24
1 118 Split Container 24
1 119 State 24
1 120 Term 24
1 121 Temporary Bin Service 24
1 122 Tier One Commercial Edible Food Generators 25
1 123 Tier Two Commercial Edible Food Generators 25
1 124 Transfer 26
1 125 Transformation 26
1 126 Transportation or Transport 26
1 127 Universal Waste 26
1 128 Work Days 26
1 129 White Goods 26
SECTION 2 Representations and Warranties of Franchisee 27
2 1 Corporate Status 27
2 2 Corporate Authorization 27
2 3 Accuracy of Representation and Warranties 27
SECTION 3 Grant of Franchise, Scope of Franchise, Exclusions 28
3 1 Grant and Acceptance of Agreement 28
3 2 Annexations 28
3 3 Rights in Annexed Territories 28
3 4 Acknowledgment that Modification to Rights is Occurring 29
3 5 "Five-year Notice" Pursuant to Public Resources Code Section
49520 29
3 6 Scope of Franchise, Exceptions 29
3 7 Legally-Required Exemptions 31
3 8 Effective Date, Commencement of Services 32
3 9 Term and Extended Term 32
3 10 Conditions to Effectiveness of Agreement 32
3 11 Delegation of Authority 33
SECTION 4 General Agreement 34
4 1 Ownership of Discarded Materials 34
4 2 Subcontracting 34
SECTION 5 COLLECTION SERVICES 35
5 1 General Standards 35
5 2 Commercial Collection- General 36
iv
5 2 1 Automated Rollout of SB 1383-compliant Services 36
5 2 2 Bin Collection —Gray Container Waste (Refuse) 36
5 2 3 Source Separated Blue Container Waste 36
5 2 4 Bin Collection —Source Separated Green Container
Organic Waste 37
5 2 5 Special Collection Consideration for Commercial Premises 37
5 3 On-Call Container Services 38
5 4 Encroachment Permits Required 38
5 5 On-Call Services for Collection of Bulky Waste 38
SECTION 6 Other Services 40
6 1 Designated Disposal Site 40
6 2 Contamination Monitoring 40
6 2 1 Route Reviews 40
6 2 2 Waste Evaluations 40
6 2 3 Quarterly Contamination Reporting Requirements 41
6 3 Education and Outreach 41
6 3 1 General 41
6 3 2 Program Objectives 41
6 3 3 Minimum Content Requirements 42
6 3 4 Annual Education Plan 43
6 3 5 On-going Education Requirements 43
6 4 Materials Distribution Methods 44
6 4 1 Personnel 44
6 5 Technical Assistance Program 45
6 5 1 Site Visits and Waste assessments 45
6 5 2 Recordkeeping and Reporting Requirements 46
6 6 Procurement of Products with Recycled and Organic Contents 46
6 6 1 Recycled —Content Paper 46
6 6 2 Provision of Mulch 47
6 6 3 Renewable Natural Gas 47
6 6 4 Recordkeeping Requirements 48
6 7 Billings 48
6 7 1 Direct Billing 48
6 7 2 Delinquent Accounts 48
6 8 Customer Waiver Program Coordinator 48
6 8 1 Franchisee Waiver Request on Behalf of Customer 48
6 8 2 Waiver Reverification 49
6 8 3 Franchisee Recordkeeping of Customer Granted Waivers 49
6 9 Inspection and Enforcement 49
6 9 1 Annual Compliance Reviews 49
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6 9 2 Compliance Review Process 50
6 10 Service Complaints 51
6 10 1 General 51
6 10 2 SB 1383 Regulatory Non- Compliance Complaints 51
6 10 3 Investigation of SB 1383 Regulatory Non-Compliance
Complaints 51
6 10 4 Reporting 52
6 11 Solid Waste Composition Studies 52
SECTION 7 Standards of Performance 53
71 General 53
7 2 Availability of Franchisee 53
7 3 Franchisee Liaison to the City 53
7 4 Hours and Dates of Collection 53
7 5 Changes in Collection Schedule 54
7 6 Citizen Complaints 54
7 7 Record of Complaints 55
7 8 Disputes 55
7 9 Tags and Records of Non-Collected Materials 55
7 10 Property Damage Caused by Franchisee 55
7 11 Quality of Service Surveys 56
7 12 Annual Route Audit 56
7 13 On-Call Equipment and Personnel 56
7 14 Collection Standards 56
7 15 Collection Vehicle Requirements 56
7 15 1 General 56
7 16 Truck Bodies 57
7 16 1 Backup Alarm 57
7 16 2 Gross Vehicle- Weight Limit 58
7 16 3 Preventive Maintenance and Repair Program 58
7 16 4 Vehicle Cleaning 58
7 16 5 Vehicle Storage 58
7 16 6 Litter Abatement 58
7 17 City Inspections 59
7 17 1 Brake Inspections 59
7 18 Correction of Defects 60
7 19 Containers Condition 60
7 19 1 Bins 60
7 20 Personnel 61
7 20 1 General 61
7 20 2 Driver Qualifications 61
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7 20 3 Uniforms and Identification Badges 61
7 20 4 Employee Appearance and Conduct 62
7 20 5 Safety Training 62
7 20 6 Safety 62
7 20 7 Non-Discrimination 62
7 20 8 No Gratuities 63
7 20 9 Notice of Labor Disputes 63
7 21 Hazardous Materials Inspection and Handling 63
7 22 Diversion Requirements 64
7 22 1 State Mandate 64
7 22 2 Development of Diversion Program 64
7 23 Oversight of City Manager or Designee 64
SECTION 8 Recordkeeping and Reporting 65
81 Recordkeeping 65
8 1 1 Record Retention and Security 65
8 1 2 City Ownership of Data Provided by Franchisee 66
8 1 3 Billing Records 66
8 1 4 CERCLA Defense Records 66
8 2 Inspection of Franchisee's Other Accounts and Records 66
8 3 Payments and Refunds 66
8 4 Cost of Agreed Upon Procedures 67
8 5 Reporting and Information Transfer 67
8 5 1 Reports and Data— Purpose and Format 67
8 5 2 Customer Data Transfer 67
8 5 3 Reports-Schedule 68
8 5 4 Reports— Quarterly 68
8 6 Annual Reports 69
8 6 1 Proprietary Information Public Records 70
8 6 2 Reporting of Adverse Information 71
8 6 3 Failure to Report 71
SECTION 9 City Fees 72
9 1 Franchise Fee 72
9 2 AB 939 Fee 72
9 3 Payment Protocol 72
SECTION 10 Rates 74
10 1 Franchisee Sets Rates, Discounted Rate for Recyclables 74
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SECTION 11 Insurance and Indemnity 75
11 1 Insurance 75
11 1 1 Proof of Insurance 75
11 1 2 Duration of Coverage 75
11 1 3 Primary Noncontributing 75
11 1 4 Agency's Right to Enforcement 75
11 1 5 Acceptable Insurance 76
11 1 6 Waiver of Subrogation 76
11 1 7 Enforcement of Contract Provision (Non-Estoppel) 76
11 1 8 Requirements Not-limiting 76
11 1 9 Notice of Cancellation 76
11 1 10 Additional Insured Status 77
11 1 11 Prohibition of Undisclosed Coverage
Limitation 77
11 1 12 Separation of Insured 77
11 1 13 Pass-through Clause 77
11 1 14 Agency's Right to Revise Specifications 77
11 1 15 Self-insured Retentions 78
11 1 16 Timely Notice of Claims 78
11 1 17 Additional Insurance 78
11 2 Indemnification 78
11 3 Refuse Impact Reduction Laws Guarantee Indemnification 79
SECTION 12 Transfer of Interest 81
12 1 Restrictions on Transfer 81
12 2 Definition of Transfer 81
12 3 Transfers Require City Approval 81
12 4 Exceptions 82
12 5 Assumption of Obligations 83
12 6 Release of Franchise 83
SECTION 13 Defaults and Remedies 84
13 1 California Law 84
13 2 Dispute, Default 84
13 3 Waiver 84
13 4 Rights and Remedies are Cumulative 85
13 5 Legal Action 85
13 6 City's Right to Perform or Transfer Service 85
13 7 Attorneys' Fees 85
13 8 Cooperation Following Termination 86
13 9 Default for Criminal Activity 86
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13 10 Basis for Liquidated Damages 86
13 11 Remedies for Nuisance Violations, Liquidated Damages 87
13 11 1 Liquidated Damages 87
13 11 2 Nuisance Conditions 87
13 12 No Waiver of City's Police Powers or Legal Rights 88
13 13 Force Majeure 88
SECTION 14 Other Agreements of the Parties 89
14 1 Relationship of Parties 89
14 2 Permits and License 89
14 3 Notice 89
SECTION 15 Miscellaneous Agreements 91
15 1 Entire Agreement 91
15 2 Section Headings 91
15 3 Laws and Regulations 91
15 4 No Liability of City Officials 91
15 5 Interpretation 91
SECTION 16 Integration Amendments 93
161 Severability 93
16 2 Exhibits 93
16 3 Conflict of Interest 93
16 4 No Joint Venture 94
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AGREEMENT
This Non-Exclusive Commercial Franchise Agreement for Provision of Commercial Solid
Waste Handling Services ("Agreement") is made and entered into this 19th day of July
2022, by and between EDCO Disposal ("Franchisee") and the City of Rancho Palos Verdes,
a municipal corporation of the State of California (`City") City and Franchisee are
occasionally in this Agreement referred to each as a "Party" and collectively as the
"Parties"
RECITALS
WHEREAS,the Legislature of the State of California, by enactment of the California
Integrated Waste Management Act of 1989 ("AB 939") declares that a city may determine
all aspects of solid waste handling which are of local concern, including, but not limited
to, frequency of Collection, means of Collection and transportation, level of services,
charges and fees and the nature, location and extent of providing solid waste handling
services, and
WHEREAS, the passage of AB 32, the California Global Warming Solutions Act of
2006, ("AB 32"), required by law a sharp reduction of greenhouse gas ("GHG") emissions
AB 32 requires California to reduce its GHG emissions to 1990 levels by 2020 — a
reduction of approximately 15% below emissions expected under a "business as usual"
scenario Local governments will play a vital role in the implementation of AB 32 by
identifying opportunities and best practices to increase waste reduction and recycling,
thereby reducing carbon emissions Franchisee's operation of a mixed waste processing
system will contribute to GHG emissions reductions by maximizing diversion to reduce
gas-producing landfill deposits and utilizing latest fuel and vehicular technologies to
reduce carbon emissions produced by waste hauling vehicles in performing waste
Collection and Diversion activities for the City and by recovering and recycling
commodities in the waste stream, and
WHEREAS, in 2011, the State of California enacted Assembly Bill 341 ("AB 341"),
which provides further procedures for complying with AB 32 The purpose of AB 341 is to
achieve the reduction in GHG by increasing the amount of commercial waste recycled in
California,specifically, by requiring businesses and public entities that generate four cubic
yards or more of solid waste per week, and multifamily residences with five or more units,
to recycle The provision of commercial recycling services is required by this Agreement,
and
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WHEREAS, the Legislature of California, by enactment of Chapter 12 9 of Part 3 of
Division 30 of the Public Resources Code (Section 42649 8, et seq , also known as the
Mandatory Commercial Organics Recycling Act of 2014, or "AB 1826"), requires each
Jurisdiction to implement an Organic Waste Recycling program on and after January 1,
2016, and requires business that generate eight or more cubic yards of waste per week
to arrange for organic waste recycling services by April 1, 2016 The provision of organic
waste recycling services is required by this agreement, and
WHEREAS, AB 939, AB 32, AB 341, AB 1826, SB 1383 and Related Laws pertaining
to the environmental impacts of solid waste, as may be enacted or amended in the future,
are collectively referred to in this Agreement as the "Refuse Impact Reduction Laws "
Pursuant to California Public Resources Code Section 40059(a)(2), and Rancho Palos
Verdes Municipal Code Section 8 20 110260, the City Council of the City of Rancho Palos
Verdes has determined that the public health, safety, and welfare require that a non-
exclusive franchise be awarded to qualified Solid Waste Enterprises for Commercial Solid
Waste handling and On-Call Commercial Bin and Rolloff Box services in the City, and
WHEREAS,the successful implementation of Commercial solid waste handling and
On-Call Commercial Bin and Roll-off Box services in the City will entail the expenditure of
large sums of capital by the Franchisee, for which the Franchisee is entitled to be
compensated City intends that this Agreement will contribute to safeguarding public
health by providing the most cost-effective, efficient, reliable, and environmentally
appropriate solid waste services to its citizens, and
WHEREAS, the State of California has found and declared that the amount of Solid
Waste generated in California, coupled with diminishing Disposal capacity and interest in
minimizing potential environmental impacts from landfilling and the need to conserve
natural resources, have created an urgent need for State and local agencies to enact and
implement an aggressive integrated waste management program The State has, through
enactment of AB 939 and subsequent related legislation including, but not limited to the
Jobs and Recycling Act of 2011 ("(AB 341"),), the Event and Venue Recycling Act of 2004
("(AB 2176"),), SB 1016 (Chapter 343, Statutes of 2008 [Wiggins, "SB 1016"]),]), the
Mandatory Commercial Organics Recycling Act of 2014 (AB 1826), and the Short-Lived
Climate Pollutants Bill of 2016 ("(SB 1383"),), directed the responsible State agency, and
all local agencies, to promote a reduction in Landfill Disposal and to maximize the use of
feasible waste reduction, Reuse, Recycling, and Composting options in order to reduce
the amount of material that must be Disposed, and,
WHEREAS, SB 1383 establishes regulatory requirements for jurisdictions,
Generators, haulers, Solid Waste facilities, and other entities to support achievement of
State-wide Organic Waste Disposal reduction targets, and,
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WHEREAS, SB 1383 Regulations require the City to implement Collection
programs, meet Processing facility requirements, conduct contamination monitoring,
provide education, maintain records, submit reports, monitor compliance, conduct
enforcement, and fulfill other requirements, and the City has chosen to delegate some of
its responsibilities to the Franchisee, acting as City's designee, through this Agreement,
and
WHEREAS,the successful implementation of Commercial solid waste handling and
On-Call Commercial Bin and Rolloff Box services in the City will entail the expenditure of
large sums of capital by the Franchisee, for which the Franchisee is entitled to be
compensated City intends that this Agreement will contribute to safeguarding public
health by providing the most cost-effective, efficient, reliable, and environmentally
appropriate solid waste services to its citizens, and
WHEREAS, prior to entering into this Agreement, City entered into an exclusive
franchise agreement, and a subsequent amendment thereto, with EDCO Disposal
Corporation for Residential Solid Waste Management Services ("EDCO Agreement") The
current Agreement is intended to compliment and not conflict with the EDCO
Agreement ,
NOW,THEREFORE, in consideration of the promises and covenants contained in this
Agreement, the above recitals, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows
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SECTION 1 DEFINITIONS
Whenever any term used in this Agreement has been defined by the provisions of Chapter
8 20 of the Rancho Palos Verdes Municipal Code (hereafter "Chapter 8 20") or by Division
30, Part 1 or Part 3 of the California Public Resources Code, the definitions in the
Municipal Code or the Public Resources Code shall apply unless the term is otherwise
defined in this Agreement, in which case this Agreement shall control
1 1 AB 32
"AB 32" shall mean Assembly Bill 32, the Global Warming Solutions Act of 2006
1 2 AB 341
"AB 341" shall mean the Assembly Bill approved by the Governor of the State of California
on October 5, 2011, which amended Sections 41730, 41731,41734, 41735,41736,41800,
42926, 44004, and 50001 of, and added Sections 40004, 41734 5, and 41780 01 and
Chapter 12 8 (commencing with Section 42649)to Part 3 of Division 30 of, and added and
repealed Section 41780 02 of, the Public Resources Code, relating to Solid Waste, as
amended, supplemented, superseded and replaced from time to time shall mean Regular
Session of the California Legislature (Chapter 476, Statutes 2011)
1 3 AB 876
"AB 876" shall mean the Assembly Bill approved by the Governor of the State of California
on October 8, 2015, which added Section 418214 to the Public Resources Code, relating
to Solid Waste as amended, supplemented, superseded, and replaced from time to time
1 4 AB 901
"AB 901" shall mean Assembly Bill approved by the Governor of the State of California on
October 10, 2015, which amended Section 41821 5 of, amended, renumbered and added
Section 41821 6 of, and added Sections 41821 7 and 41821 8 to, the Public Resources
Code, relating to Solid Waste, as amended, supplemented, superseded, and replaced
from time to time
1 5 AB 939
"AB 939" shall mean the California Integrated Waste Management Act of 1989, currently
codified as California Public Resources Code Section 40000 et seq , as it may be amended,
supplemented, superseded and replaced from time to time from time to time
Page 4 of 94
1 6 AB 939 Fee
"AB 939 Fee" shall mean the fee paid by Franchisee to the City to aid the City's compliance
with Refuse Impact Reduction Laws, as described in Section 9 2 hereof
1 7 AB 1826
"AB 1826" shall mean Chapter 12 9 of Part 3 of Division 30 of the Public Resources Code,
beginning at Section 42649 8, as it may be amended, supplemented, superseded and
replaced from time to time and which requires each jurisdiction to implement an Organic
Waste Recycling program on and after January 1, 2016 and requires businesses that
qualify as "Organic Waste Generators" to arrange for Organic Waste recycling services on
and after April 1, 2016
18 Administrator
"Administrator" shall mean the City Manager or the City Manager's designee
19 Affiliate
"Affiliate" shall mean all businesses (including corporations, limited and general
partnerships and sole proprietorships) which are directly or indirectly related to
Franchisee by virtue of direct or indirect ownership interest or common management All
such businesses shall be deemed to be "Affiliated with" Franchisee and included within
the term "Affiliates" as used in this Agreement An Affiliate shall include a business in
which Franchisee owns a direct or indirect ownership interest, a business which has a
direct or indirect ownership interest in Franchisee and/or a business which is also owned,
controlled or managed by any business or individual which has a direct or indirect
ownership interest in Franchisee For purposes of determining whether an indirect
ownership interest exists, the constructive ownership provisions of Section 318(a) of the
Internal Revenue Code of 1986, as in effect on the date of this Agreement, shall apply,
provided, however, that (i) "ten percent (10%)" shall be substituted for "fifty percent
(50%)" in Section 318(a)(2)(C) and in Section 318(a)(3)(C) thereof, and (ii) Section
318(a)(5)(C) shall be disregarded For purposes of determining ownership under this
paragraph and constructive or indirect ownership under Section 318(a), ownership
interest of less than ten percent(10%)shall be disregarded, and percentage interests shall
be determined on the basis of the percentage of voting interest or value which the
ownership interest represents, whichever is greater Being an Affiliate does not exempt a
business from the application of assignment requirements under Article VIII hereof
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1 10 Agreed Upon Procedures
"Agreed Upon Procedures" shall mean the procedures and methodology approved by
the City's Finance Department for review and audit of Franchisee's financial records in
connection with this Agreement
111 Agreement
"Agreement" shall mean this Agreement for Provision of Commercial Solid Waste
Handling Services
1 12 Annual Diversion Report
"Annual Diversion Report" shall mean the annual report submitted by the Franchisee to
the City describing the previous year's Diversion activities, Diversion percentages and
associated calculations and the description of the Diversion activity planned for the
upcoming year, if applicable The Annual Diversion Report shall be prepared in a manner
that directly corresponds to the reporting requirements of the California Department of
Resources Recycling and Recovery (CalRecycle) and the California Integrated Waste
Management Act, as amended
1 13 Animal Waste
"Animal Waste" shall mean animal carcasses, dead animals, and/or parts or portions of
dead animals Animal waste shall not include Manure
1 14 Applicable Laws
"Applicable Laws" shall mean all Federal, State, County, and local laws, regulations, rules,
orders, judgments, decrees, permits, approvals, or other requirements of any
governmental agency having jurisdiction over an aspect of this Agreement that are in
force on the Effective Date, and as may be enacted, issued or amended thereafter,
including without limitation City's Municipal Code, AB 341, AB 876, AB 901, AB 939, AB
1594, AB 1826 and SB 1383
115 Back-haul
"Back-haul" shall mean Transporting Recyclable Materials or Organic Waste to a
destination operated by the waste generator using the generator's own vehicles,
equipment and employee's vehicle or trailer that was originally used to deliver products
or finished goods to the waste generator's location (see, 14 CCR Section 18982(a)(66)(A))
Page 6 of 94
1 16 BASIC Score
"BASIC Score" shall mean the Behavior Analysis and Safety Improvement Category
percentile score assigned to motor carriers and determined by the Federal Motor Carrier
Safety Administration's Safety Measurement System BASIC Scores are also known as 'CSA
Scores ' BASIC scores are calculated on a zero to 100 percentile scale, with 100 indicating
the worst performance and zero indicating the best performance
117 Billings
"Billings" or "Billing" or "Bill" or "invoice" shall mean the statements of charges provided
to Customers or Responsible Customers for services rendered by Franchisee pursuant to
the terms of this Agreement
1 18 Bin
"Bin" shall mean a container with hinged lids and wheels and a capacity from two (2) to
six (6) cubic yards
1 19 Blue Container
"Blue Container" shall mean a container with a blue lid and/or body used to store and
Collect Source Separated Recyclable Materials or Source Separated Blue Container
Organic Waste
1 20 Bulky Waste
"Bulky Waste shall mean Solid Waste that cannot or would not typically be
accommodated with a Cart including specifically furniture (including chairs, sofas,
mattresses, and rugs), appliances (including refrigerators, ranges, washers, dryers, water
heaters, dishwashers, plumbing, small household appliances and other similar items,
commonly known as "White Goods"), electronic waste (including stereos, televisions,
laptops, computers, and computer monitors, microwaves and other similar items
discarded from Premises, fluorescent bulbs, household batteries, and clothing Bulky
Items include tree trunks and large branches that do not exceed two (2) feet in diameter
or four (4) feet in length Bulky Items do not include Green Waste that is bundled and
placed for Collection Bulky Items do not include car bodies, auto parts, tires,
Construction and Demolition Debris, or items requiring more than two persons to
remove
1 21 C&D
"C&D" shall mean Construction and Demolition Debris
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1 22 California Code of Regulations (CCR)
"California Code of Regulations" or "CCR" shall mean the State of California Code of
Regulations CCR references in this Chapter are preceded with a number that refers to the
relevant title of the CCR (e g , "14 CCR" refers to Title 14 of CCR)
123 CalRecycle
"CalRecycle" shall mean California's Department of Resources Recycling and Recovery
124 Cart
"Cart" shall mean a plastic Container with a hinged lid and wheels serviced by an
automated or semi-automated truck with a capacity of no less than 32-gallons and no
greater than 101-gallons
125 City
"City" shall mean the City of Rancho Palos Verdes and all the territory within its City Limits
1 26 City Limits
"City Limits" shall mean the territorial boundaries of the City together with all
amendments and changes thereto, which boundaries are depicted on maps, incorporated
in this Agreement by reference, that are kept on file in the office of the City Clerk of the
City of Rancho Palos Verdes,and which are from time to time amended to reflect changes
1 27 City Manager
"City Manager" shall mean the City Manager or their designee(s) who is/are partially or
wholly responsible for enforcing this Agreement
128 Collect/Collection/Collecting
"Collect," "Collection," or "Collecting" shall mean the operation of gathering together
within the City, and transporting by means of a motor vehicle to the point of disposal or
processing, of any Solid Waste, Recyclables, Organic Waste or other Discarded Materials
1 29 Commercial or Commercial Business
"Commercial" or "Commercial Business" shall mean a firm, partnership, proprietorship,
joint-stock company, corporation, or association, whether for-profit or nonprofit, strip
mall, industrial facility For purposes of this Agreement, Commercial does not include
Multi-family or Multi-family Dwellings
Page 8 of 94
1 30 Commercial Edible Food Generators
"Commercial Edible Food Generators" shall mean a Commercial Premises that generates
recoverable edible food including a Tier One or a Tier Two Commercial Edible Food
Generator For the purposes of this definition, Food Recovery Organizations, and food
recovery services, are not Commercial Edible Food Generators
1 31 Commercial Generator
"Commercial Generator" shall mean any legal entity that generates Solid Waste at
Commercial Premises, which may include businesses, charitable or nonprofit
organizations, including hospitals, educational institutions, and civic or religious
organizations, governmental organizations, agencies, or entities, and nonresidential
tenants or entities that lease or occupy space "Commercial Generator" also includes the
City and its facilities and nonresidential properties
1 32 Commercial Premises
"Commercial Premises" shall mean all occupied real property in the City, except property
occupied by Federal, State or local governmental agencies which do not consent to their
inclusion, and except Single-family and Multi-family Dwellings, and shall include, without
limitation, wholesale and retail establishments, restaurants and other food service
establishments, bars, stores, shops, offices, service stations, repair, research and
development establishments, professional services, sports or recreational facilities
1 33 Community Composting
"Community Composting" shall mean any activity that composts green material,
agricultural material, food material, and vegetative food material, alone or in
combination, and the total amount of feedstock and Compost on-site at any one time
does not exceed 100 cubic yards and 750 square feet, as specified in 14 CCR Section
17855(a)(4), or as otherwise defined in 14 CCR Section 18982(a)(8)
134 Compactor
"Compactor" shall mean any Bin or Roll-off Box that has a compaction mechanism,
whether stationary or mobile
1 35 Compliance Review
"Compliance Review" shall mean a review of records of a commercial business by the City
or its designee to determine compliance with this Chapter and/or State law
Page 9 of 94
136 Complaint
"Complaint" shall mean any complaint received by mail, email, in writing, verbally, by
telephone or in person
137 Compost
"Compost" has the same meaning as in 14 CCR Section 17896 2(a)(4), which stated, as of
the Effective Date of this Agreement, that "Compost" means the product resulting from
the controlled biological decomposition of organic Solid Wastes that are Source
Separated from the municipal Solid Waste stream, or which are separated at a centralized
Facility
1 38 Compostable Plastics
"Compostable Plastics" shall mean plastic materials that meet the ASTM D6400 standard
for compostability, or as otherwise described in 14 CCR Section 18984 1(a)(1)(A) or
18984 2(a)(1)(C)
1 39 Construction and Demolition Debris (C&D) or C&D Materials
"Construction and Demolition Debris" (C&D) or "C&D Materials" shall mean any non-
hazardous Discarded Solid Waste generated materials or Recyclables generated at a
Premises and is directly related to construction or demolition activities These activities
include, but are not limited to, construction, demolition, remodeling, grading, land
clearing, or renovation on any Commercial, institutional or industrial building, road,
driveway,walkway or other structure C&D debris includes but is not limited to, concrete,
asphalt paving, asphalt roofing, lumber, gypsum board, rock, soil and metal
1 40 Container or Franchisee Provided Container
"Container" or "Franchisee Provided Container" refers to either a Bin or a Roll-off Box
provided by Franchisee to Customers
1 41 Contamination or Contaminated Container
"Contamination" or "Contaminated Container" shall mean a Container, regardless of
color, that contains Prohibited Container Contaminants
142 Customer
"Customer" or "Customers" shall mean any Person receiving Solid Waste Collection
services from Franchisee within the Franchise Area
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1 43 Discarded Materials
"Discarded Materials" shall mean a form of Solid Waste and shall be regulated as such
For purposes of this Agreement, material is deemed to have been discarded, without
regard to whether it is destined for Recycling or Disposal, and whether or not is has been
separated from other Solid Wastes, in all cases where a fee or other compensation, in any
form or amount, is directly or indirectly solicited from, or, levied, charged, or otherwise
imposed on, or paid by, the Generator or Customer in exchange for handling services
Discarded Materials do not include Edible Food that is recovered for human consumption
and is not discarded For the purposes of this Agreement, Discarded Materials include
Recyclables, Organic Materials, and C&D Materials once such materials have been placed
in Containers for Collection "Discarded Materials" means Solid Waste debris discarded
by the Waste Generator or customer
1 44 Disposal or Dispose
"Disposal" or "Dispose" shall mean the final disposition of any Discarded Materials
Collected by (or residue from Franchisee's processing activities at) a permitted Landfill or
other permitted Facility
1 45 Disposal Site(s)
"Disposal Site(s)" means a final end-point or permanent site for the Disposal of Solid
Waste Discarded Materials, such as a Landfill, incineration Facility or final processing
Facility for Recyclables
1 46 Divert or Diversion
"Divert" or "Diversion" means any combination of waste prevention (source reduction),
recycling, reuse and Composting activities that reduces waste disposed at Landfills,
provided such activities are recognized by Cal Recycle as diversion in its determination of
the City's diversion targets and compliance with Applicable Laws
1 47 EDCO Residential Agreement
"EDCO Residential Agreement" means that certain agreement between City and EDCO
Disposal Corporation for exclusive Residential Solid Waste Management Services dated
on or about January 18, 2022, as has been or may be amended from time to time The
scope of the EDCO Agreement includes providing service to all Single Family and Multi-
family Customers
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1 48 Edible Food
"Edible Food" means food intended for human consumption For the purposes of this
Chapter edible food is not solid waste if it is recovered and not discarded Nothing in this
Chapter requires or authorizes the recovery of edible food that does not meet the food
safety requirements of the California Retail Food Code (California Health and Safety Code
Sections 113700 et seq )
1 49 Effective Date
"Effective Date" means the date on which this Agreement becomes binding upon the
Parties, which is the date when the latter of the Parties has executed this Agreement
1 50 Electronic or E Waste
"Electronic Waste" or "E Waste" shall mean discarded electronic equipment and includes,
but is not limited to, stereos, televisions, CRTs, computers and computer monitors, VCRs,
cellular phones, fax machines, household copiers, computer printers, video game
consoles, other items with electric plugs that are banned from landfilling Electronic
Waste is a subset of Universal Waste
1 51 Environmental Laws
"Environmental Laws" means all Federal and State statutes and City ordinances
concerning public health, safety, and the environment including, by way of example and
not limitation, the Comprehensive Environmental Response, Compensation and Liability
Act of 1980, 42 USC Section 9601, et seq , the Resource Conservation and Recovery Act,
42 USC Section 6901, et seq , the Federal Clean Water Act, 33 USC Section 1251, et seq ,
the Toxic Substance Control Act, 15 USC Section 2601, et seq , the Occupational Safety
and Health Act, 29 USC Section 651, et seq , the California Hazardous Waste Control Act,
California Health and Safety Code Section 25100, et seq , the Carpenter-Presley-Tanner
Hazardous Substance Account Act, California Health and Safety Code Section 25300, et
seq , the Porter-Cologne Water Quality Control Act, California Water Code Section 13000,
et seq , the Safe Drinking Water and Toxic Enforcement Act of 1986, California Health and
Safety Code Section 25249 5, et seq , all as currently in force or as hereafter amended,
and all rules and regulations promulgated thereunder
1 52 Excluded Waste
"Excluded Waste" means Hazardous Substances, Hazardous Waste, Infectious Waste (as
defined in 14 CCR Section 17225 36), designated waste, volatile, corrosive, Medical
Waste, regulated radioactive waste, and toxic substances or material that facility
operator(s), which receive materials from the City and its Waste Generators, reasonably
believe(s) would, as a result of or upon acceptance, transfer, Processing, or Disposal, be
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a violation of local, State, or Federal law, regulation, or ordinance, including land use
restrictions or conditions, waste that cannot be disposed of in Class III Landfills or
accepted at the Facility by permit conditions, waste that in the City's opinion would
present a significant risk to human health or the environment, cause a nuisance or
otherwise create or expose the City to potential liability, but not including de minimis
volumes or concentrations of waste of a type and amount normally found in Single-family
or Multi-family Solid Waste
153 Facility(ies)
"Facility(ies)" means any plant, site, or operation used for the purpose of handling
Discarded Materials, including, but not limited to, Disposal, Transfer, Recycling,
Composting, and Processing facilities or operations
1 54 Food Recovery
"Food Recovery" means actions to collect and distribute food for human consumption
which otherwise would be disposed
1 55 Food Recovery Organization
"Food Recovery Organization" means an entity that primarily engages in the collection or
receipt of Edible Food from Commercial Edible Food Generators and distributes that
Edible Food to the public for Food Recovery either directly or through other entities,
including, but not limited to
a) A food bank as defined in Section 113783 of the Health and Safety Code,
b) A nonprofit charitable organization as defined in Section 113841 of the Health and
Safety code, and
c) A nonprofit charitable temporary food facility as defined in Section 113842 of the
Health and Safety Code
If the definition in 14 CCR Section 18982(a)(25) for Food Recovery Organization differs
from this definition, the definition in 14 CCR Section 18982(a)(25) shall apply to this
Agreement
1 56 Food Recovery Service
"Food Recovery Service" means a Person or entity that collects and transports Edible Food
from a Commercial Edible Food Generator to a Food Recovery Organization or other
entities for Food Recovery
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1 57 Food Scraps
"Food Scraps" means all discarded food such as, but not limited to, fruits, vegetables,
meat, poultry, seafood, shellfish, bones, rice, beans, pasta, bread, cheese, and eggshells
Food Scraps excludes fats, oils, and grease when such materials are source separated
from other Food Scraps
1 58 Food-Soiled Paper
"Food-Soiled Paper" means compostable paper material that has come in contact with
food or food-related liquid, such as, but not limited to, compostable paper plates, paper
coffee cups, napkins, pizza boxes, and milk cartons
1 59 Food Waste
"Food Waste" shall mean Food Scraps, Food-soiled Paper, and Compostable plastics
160 Franchisee
"Franchisee" shall mean the signatory entity identified in the preamble to this
Agreement
1 61 Franchise Area
"Franchise Area" shall mean all Premises within the City Limits, including Premises which
may be annexed and thereby added to the City Limits following the Effective Date
1 62 Franchise Fee
"Franchise Fee" shall mean that consideration paid by Franchisee to the City as
consideration for the grant of non-exclusive franchise effected by the Agreement and as
described in Section 9 1
163 Generator
"Generator" means any Person whose act or process produces Solid Waste or whose act
first causes Solid Waste to become subject to regulation
1 64 Gray Container
"Gray Container" means a Container with a gray or black lid and/or body used to store
and Collect Gray Container Waste
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1 65 Gray Container Waste
"Gray Container Waste" means refuse or mixed waste that is Collected in a Gray Container
that is part of Collection service that prohibits the placement of Green or Blue Container
Waste in the Gray Container
1 66 Green Container
"Green Container" means a Container with a green lid and/or body used for storage and
collection of Source Separated Green Container waste
1 67 Green Container Waste
"Green Container Waste" means Green Waste, Organic Waste, Food Scraps, food-soiled
Paper, and compostable plastic that is collected in a Green Container that is part of a
service that prohibits the placement of Refuse, mixed waste, and Non-organic Recyclables
in the Green Container
1 68 Green Waste or Yard Waste
"Green Waste" or "Yard Waste" means yard waste such as leaves, grass clippings, brush,
branches, mulch, and other forms of organic materials generated from landscapes or
gardens, separated from other Solid Waste
1 69 Gross Receipts
"Gross Receipts" means any and all revenue received from Billings by Franchisee, and
compensation in any form, of Franchisee or subsidiaries, parent companies or other
Affiliates of Franchisee, for the Collection and Transportation and Disposal of Solid Waste
pursuant to this Agreement, in accordance with generally accepted accounting principles,
including, but not limited to, monthly customer fees for Collection of Solid Waste,without
subtracting Franchise Fees or AB 939 Fees or any other cost of doing business
1 70 Hauler Route
"Hauler Route" shall mean the designated itinerary or sequence of stops for each segment
of the City's Collection service area
1 71 Hazardous Substance
"Hazardous Substance" shall mean any of the following (a) any substance defined,
regulated or listed (directly or by reference) as "Hazardous Substances", "hazardous
materials", "hazardous wastes", "toxic waste", "pollutant" or "toxic substances" or
similarly identified as hazardous to human health or the environment, in or pursuant to
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(i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980,
42 USC Section 9601, et seq , (ii) the Hazardous Materials Transportation Act, 49 USC
Section 5101, et seq , (iii) the Resource Conservation and Recovery Act, 42 USC Section
6901, et seq , (iv) the Clean Water Act, 33 USC Section 1251, et seq , (v) California Health
and Safety Code Sections 25115-25117, 25249 8, 25281, and 25316, (vi) the Clean Air Act,
42 USC Section 7401, et seq , and (vii) California Water Code Section 13050, (b) any
amendments, rules, or regulations promulgated thereunder to such enumerated statutes
or acts currently existing or hereinafter enacted, and (c) any other hazardous or toxic
substance, material, chemical, waste, or pollutant identified as hazardous or toxic or
regulated under any other applicable Federal, State, and local environmental laws
currently existing or hereinafter enacted, including without limitation, friable asbestos,
polychlorinated biphenyl ("PCBs"), petroleum, natural gas and synthetic fuel products,
and by-products
1 72 Hazardous Waste
"Hazardous Waste" shall mean and includes waste defined as hazardous by Public
Resources Code Section 40101 as it now exists or may subsequently be amended, namely,
a waste or combination of wastes, which because of its quantity, concentration, or
physical, chemical or infectious characteristics, may do either of the following (i) cause
or significantly contribute to, an increase in mortality or an increase in serious irreversible,
or incapacitating reversible, illness, (ii) pose a substantial present or potential hazard to
human health or environment when improperly treated, stored, transported, or disposed
of, or otherwise managed "Hazardous Waste" includes extremely Hazardous Waste and
acutely Hazardous Waste, and any other waste as may hereafter from time to time be
designated as hazardous by the Environmental Protection Agency("EPA")or other agency
of the United States Government, or by the California Legislature or any agency of the
State of California empowered by law to classify or designate waste as hazardous,
extremely hazardous or acutely hazardous
1 73 Infectious Waste
"Infectious Waste" shall mean waste capable of producing an infection or pertaining to
or characterized by the presence of pathogens including, but not limited to, certain
wastes generated by medical practitioners, hospitals, nursing homes, mortuaries,
taxidermists,veterinarians,veterinary hospitals and medical testing labs See also, 14 CCR
Section 17225 36
174 Holiday
"Holiday" shall mean New Years' Day, Memorial Day, Independence Day, Labor Day,
Thanksgiving, and Christmas and, with prior City written approval, any additional official
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Holidays declared in the future by the State or Federal government that apply to
municipalities Holidays shall also mean any additional Holidays coinciding with the
Holiday schedule observed by the County to the extent such County- observed Holiday
results in the closure of the County' s Disposal Sites
175 Landfill
"Landfill" shall mean a "Solid Waste Landfill" defined by Public Resources Code Section
40195 1
1 76 Large Event
"Large Event" shall mean an event, including, but not limited to, a sporting event or a flea
market, that charges an admission price, or is operated by a local agency, and serves an
average of more than 2,000 individuals per day of operation of the event, at a location
that includes, but is not limited to, a public, nonprofit, or privately owned park, parking
lot, golf course, street system, or other open space when being used for an event
1 77 Large Venue
"Large Venue" shall mean a permanent venue facility that annually seats or serves an
average of more than 2,000 individuals within the grounds of the facility per day of
operation of the venue facility For purposes of 14 CCR, Division 7, Chapter 12 and this
Agreement, a venue facility includes, but is not limited to, a public, nonprofit, or privately
owned or operated stadium, amphitheater, arena, hall, amusement park, conference or
civic center, zoo, aquarium, airport, racetrack, horse track, performing arts center,
fairground, museum, theater, or other public attraction facility For purposes of 14 CCR,
Division 7, Chapter 12 and this Agreement, a site under common ownership or control
that includes more than one Large Venue that is contiguous with other Large Venues in
the site, is a single Large Venue
178 Manure
"Manure" shall mean animal excrement especially that of livestock and domestic farm
animals, and secondary materials used for bedding or sanitary purposes
1 79 Materials Recovery Facility
"Materials Recovery Facility" shall mean a permitted Solid Waste Facility where Solid
Wastes or Recyclables, or Organic Materials and other Discarded Materials are sorted or
separated for the purposes of Recycling, Processing or Composting
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1 80 Medical Waste
"Medical Waste" shall mean any discarded material that is generated or has been used in
the diagnosis, treatment, or immunization of human beings or animals, or research
pertaining thereto, and shall include, but not limited to, biomedical, biohazardous and
medical waste, or other Solid Waste resulting from medical activities or services any State
or Federal law or regulation, all as currently enacted or subsequently amended
1 81 Multi-family or Multi-family Dwelling
"Multi-family" or "Multi-family Dwelling" means a Residential structure with five (5) or
more dwelling units Multi-family Premises do not include hotels, motels, or other
transient occupancy facilities, which are considered Commercial Businesses
182 Mulch
"Mulch" means a layer of material applied on top of soil, and, for the purposes of the
Agreement, Mulch shall conform with the following conditions,or conditions as otherwise
specified in 14 CCR Section 18993 1(f)(4)
a) Meets or exceeds the physical Contamination, maximum metal concentration, and
pathogen density standards for land application specified in 14 CCR Section
17852(a) (24 5) (A)(1) through (3)
b) Was produced at one or more of the following types of Facilities
i A compostable material handling operation or Facility as defined in 14 CCR
Section 17852(a)(12),that is permitted or authorized under 14 CCR, Division
7, other than a chipping and grinding operation or Facility as defined in 14
CCR Section 17852(a)(10),
ii A Transfer/Processing Facility or Transfer/Processing operation as defined
in 14 CCR Section 17402(a)(30) and (31), respectively, that is permitted or
authorized under 14 CCR, Division 7, or
iii A Solid Waste Landfill as defined in PRC Section 40195 1 that is permitted
under 27 CCR, Division 2
1 83 Non-Compostable Paper
"Non-Compostable Paper" includes, but is not limited to, paper that is coated in a plastic
material that will not breakdown in the composting process
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1 84 Non-Exclusive Franchise Agreement
"Non-Exclusive Franchise Agreement" shall mean this Agreement entered into between
the Franchisee and the City where the Franchisee agrees to Collect Discarded Materials,
and subsequently Transport,Transfer, Process, and/or Dispose of the Discarded Materials
that Franchisee has Collected in the City
1 85 Non-Organic Recyclables
"Non-Organic Recyclables" shall mean non-putrescible and non-hazardous Recyclables
waste including, but not limited to, bottles, cans, metals, plastics, and glass Non-Organic
Recyclables are a subset of Source Separated Recyclable Materials
186 On-Call
"On-Call" shall mean service provided by Franchisee that is not regularly scheduled or is
scheduled more than twenty-four (24) hours in advance On-Call service is initiated by a
customer by calling, writing, emailing, or requesting the service in person at Franchisee's
office
1 87 Organic Waste
"Organic Waste" shall mean Solid Waste containing material originated from living
organisms and their metabolic waste products, including but not limited to non-edible
food, nonhazardous wood waste, Food-soiled Paper, Food Scraps, landscape and pruning
waste, Green Waste, organic textiles and carpets, lumber,wood, paper products, Printing
and Writing Paper, Manure, biosolids, digestate, and sludges
1 88 Organic Waste Generator
"Organic Waste Generator" means a person or entity that is responsible for the initial
creation of Organic Waste
189 Owner
"Owner" shall mean the person, organization or corporation holding the legal title to the
real property constituting the Premises to which Solid Waste and Recycling management
services are provided For the purposes of provisions in this Agreement pertaining to the
sending of notices, Billings or other communications by Franchisee to an Owner,
Franchisee may regard as the Owner the Person, organization, corporation or other entity
shown in the records of the Assessor of the County or as may be indicated by documents
recorded in the Office of the Recorder of the County "Owner" includes the Owner's
authorized representative(s)
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1 90 Party or Parties
"Party" or "Parties" refers to the City and Franchisee, individually or together
191 Person
"Person" has the same meaning as in Public Resources Code Section 40170, which states,
as of the Effective Date of this Agreement, that a Person includes an individual, firm,
limited liability company, association, partnership, political subdivision, government
agency, municipality, industry, public or private corporation, or any other entity
whatsoever "Person" means any individual, legal entity, association, firm, partnership,
corporation, or any other group or combination thereof acting as a unit
192 Premises
"Premises" shall mean any land, or building in the City where Solid Waste, Recyclable
Material, or Organic Waste or other Discarded Material is generated or accumulated
1 93 Printing and Writing Papers
"Printing and Writing Papers" include, but are not limited to, copy, xerographic,
watermark, cotton fiber, offset, forms, computer printout paper, white wove envelopes,
manila envelopes, book paper, note pads, writing tablets, newsprint, and other uncoated
writing papers, posters, index cards, calendars, brochures, reports, magazines, and
publications
1 94 Process, Processed, or Processing
"Process", "Processed", or "Processing" shall mean the controlled separation, recovery,
volume reduction, conversion, or Recycling of Discarded Materials
1 95 Prohibited Container Contaminants
"Prohibited Container Contaminants" shall mean the following (i) Discarded Materials
placed in the Blue Container that are not identified as acceptable source separated
Recyclable Materials for the City's Blue Container, (ii) Discarded Materials placed in the
Green Container that are not identified as acceptable source separated Green Container
Organic Waste for the City's Green Container, (iii) Discarded Materials placed in the Gray
Container that would otherwise be acceptable Source Separated Recyclable Materials,
(iv) Excluded Waste placed in any Container
1 96 Property Owner
"Property Owner" shall mean the owner of real property Premises
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1 97 Putrescible Waste
"Putrescible Waste" shall mean wastes that are capable of being decomposed by micro-
organisms with sufficient rapidity as to cause nuisances because of odors, gases, or other
offensive conditions, and includes materials such as, but not limited to Food Waste, offal,
and dead animals
1 98 Reasonable Business Effort
"Reasonable Business Efforts" shall mean those efforts a reasonably prudent business
person would expend under the same or similar circumstances in the exercise of such
Person's reasonable business judgment and standards in the industry, intending in good
faith to take steps calculated to satisfy the obligation which such Person has undertaken
to satisfy
1 99 Recyclables or Recyclable Materials
"Recyclables" or "Recyclable Materials" shall mean Commercial Source Source-separated
byproducts of some potential economic value, set aside, handled, packaged, or offered
for Collection in any manner different from Refuse
1 100 Recycle/Recycling
"Recycle" or "Recycling" means the process of Collecting, sorting, cleansing,treating, and
reconfiguring materials for the purpose of returning them to the economic mainstream
in the form of raw material for new, Reused, or reconstituted products that meet the
quality standards necessary to be used in the marketplace Recycling includes processes
deemed to constitute a reduction of Landfill Disposal pursuant to 14 CCR, Division 7,
Chapter 12, Article 2 Recycling does not include gasification or transformation as defined
in Public Resources Code Section 40201
1 101 Refuse
"Refuse" means putrescible and non-putrescible wastes, including garbage, trash,
rubbish, and mixed waste
1 102 Refuse Impact Reduction Laws
"Refuse Impact Reduction Laws" shall mean AB 939, AB 32, AB 341, AB 1826, SB 1383 and
related laws pertaining to the environmental impacts of Solid Waste, as may be enacted
or amended in the future
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1 103 Remodel
"Remodel" or "Remodeling" shall refer to any construction or demolition project (other
than mere repair work) requiring the issuance of a building permit or such construction
and demolition project that generates for disposal bulky structural items, appliances
(household or Commercial) like showers, tubs, toilets, ovens, stoves, cabinetry and built-
in units, roofing materials, etc , and other C&D Material
1 104 Renewable Natural Gas (RNG)
"Renewable Natural Gas" or "RNG" means gas derived from Organic Waste that has been
diverted from a California Landfill and processed at an anerobic digestion facility that is
permitted or otherwise authorized by Title 14 of the CCR to recycle Organic Waste
1 105 Roll-off Box
"Roll-Off Box" shall mean a Discarded Materials Solid Waste Collection container of 10-
yards to 40-yards capable of being loaded via winch onto a roll-off vehicle equipped with
rails
1 106 Route Reviews
"Route Reviews" shall mean a visual inspection of Containers along a Hauler Route for the
purpose of determining Container Contamination and may include mechanical inspection
methods such as the use of cameras
1 107 SB 1383
"SB 1383" shall mean Senate Bill 1383 of 2016 approved by the Governor on September
19, 2016, which added Sections 39730 5, 39730 6, 39730 7, and 39730 8 to the Health
and Safety Code, and added Chapter 13 1 (commencing with Section 42652) to Part 3 of
Division 30 of the Public Resources Code, establishing methane emissions reduction
targets in a statewide effort to reduce emissions of short-lived climate pollutants as
amended, supplemented, superseded, and replaced from time to time
1 108 SB 1383 Regulations
"SB 138 Regulations" or"SB 1383 Regulatory" refers to the Short-Lived Climate Pollutants
(SLCP) Organic Waste Reductions regulations developed by CalRecycle and adopted in
2020 that created Chapter 12 of 14 CCR, Division 7 and amended portions of regulations
of 14 CCR and 27 CCR, as they may be amended, or revised from time to time
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1 109 Single-family
'Single-family' means any residential dwelling or premises with fewer than five (5)
dwelling units
1.110 Self-hauler(or Self-haul)
"Self-hauler" or "Self-haul" shall mean a Person who hauls Solid Waste, Recyclables,
Organic Waste, or recovered material they have generated to another Person, or as
otherwise defined in 14 CCR Section 18982(a)(66) Self-hauler also includes a Person
who Back-hauls materials waste
1 111 Service Level
"Service Level" refers to the number and size of a Customer's Container(s) and the
frequency of Collection service, as well as ancillary services such as lock/unlock service,
Container push/pull service, etc
1 112 Solid Waste
"Solid Waste" means all putrescible and non-putrescible solid,semisolid wastes, including
garbage, trash, Refuse, paper, rubbish, ashes, industrial wastes, Construction and
Demolition Debris, discarded white goods, manure, vegetable or animal solid and
semisolid wastes, and other discarded solid and semisolid wastes 'Solid Waste' includes
Recyclable Materials, Organic Waste, Green Waste, Construction and Demolition Debris,
and Bulky Waste Solid Waste does not include Hazardous Waste, or untreated Medical
Waste
1 113 Solid Waste Enterprise
"Solid Waste Enterprise" shall mean any individual, partnership, joint venture,
unincorporated private organization, or private corporation regularly engaged in the
business of providing Solid Waste Collection, Transportation and Processing services)
Services
1 114 Source Separated
"Source Separated" shall mean materials, including commingled Recyclable Materials
and/or Organic Waste, that have been separated or kept separate from the Solid Waste
stream, at the point of generation, for the purpose of additional sorting or processing to
return them to the economic mainstream in the form of raw material for new, reused, or
reconstituted products
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1 115 Source Separated Blue Container Organic Waste (SSBCOW)
"Source Separated Blue Container Organic Waste" or "SSBCOW" shall mean Source
Separated non-putrescible Organic Wastes that can be placed in a Blue Container that is
limited to the Collection of those Organic Wastes and Non-organic Recyclables
1 116 Source Separated Green Container Organic Waste (SSGCOW)
"Source Separated Green Container Organic Waste" or "SSGCOW" shall mean Source
Separated Organic Waste that can be placed in a Green Container that is specifically
intended for the separate Collection of Organic Waste by the Organic Waste Generator,
excluding Source Separated Blue Container Organic Waste, carpets, Non-compostable
Paper, and textiles
1 117 Source Separated Recyclable Materials
"Source Separated Recyclable Materials" shall mean Recyclable Materials separated on
Commercial Premises from Solid Waste for the purpose of sale, not mixed with or
containing more than incidental or minimal Solid Waste, and having a market value
1 118 Split Container
"Split Container" shall mean Container that is split or divided into segregated sections,
instead of an entire Container, for the purpose of collecting Refuse and Recyclables in the
same Container by different Collection vehicles
1 119 State
"State" means the State of California
1 120 Term
"Term" means the duration of this Agreement, including extension periods if granted, as
provided for in Section 3 9
1 121 Temporary Bin Service
"Temporary Bin Service" means Solid Waste Collection Services provided on a project
basis, such as Construction and Demolition projects and occasional clean-up projects
using a Roll-off Box or Bin
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1 122 Tier One Commercial Edible Food Generators
"Tier One Commercial Edible Food Generator" means a Commercial Edible Food
Generator that is one of the following, each as defined in 14 CCR Section 18982
a) Supermarket
b) Grocery Store with a total facility size equal to or greater than 10,000 square feet
c) Food Service Provider
d) Food Distributor
e) Wholesale Food Vendor
If the definition in 14 CCR Section 18982(a)(73) of Tier One Commercial Edible Food
Generator differs from this definition, the definition in 14 CCR Section 18982(a)(73) shall
apply to this Agreement
1 123 Tier Two Commercial Edible Food Generators
"Tier Two Commercial Edible Food Generator" means a Commercial Edible Food
Generator that is one of the following, each as defined in 14 CCR Section 18982
a) Restaurant with 250 or more seats, or a total facility size equal to or greater than
5,000 square feet
b) Hotel with an on-site food facility and 200 or more rooms
c) Health facility with an on-site food facility and 100 or more beds
d) Large Venue
e) Large Event
f) A State agency with a cafeteria with 250 or more seats or total cafeteria facility
size equal to or greater than 5,000 square feet
g) A local education agency with an on-site food facility
If the definition in 14 CCR Section 18982(a)(74) of Tier Two Commercial Edible Food
Generator differs from this definition, the definition in 14 CCR Section 18982(a)(74) shall
apply to this Agreement
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1 124 Transfer
"Transfer" means the act of transferring Discarded Materials Collected by Franchisee
from Franchisee's Collection vehicles into larger vehicles at a transfer facility for Transport
to other Facilities for Processing or Disposing of such materials Transfer allows for
removal of materials excluded or prohibited from handling at the Transfer Facility (e g ,
removal of Hazardous Waste)
1.125 Transformation
"Transformation" means incineration, pyrolysis, distillation, gasification, or biological
conversion other than Composting "Transformation" does not include Composting
1 126 Transportation or Transport
"Transportation" or "Transport" means the act of conveying Collected materials from one
location to another
1 127 Universal Waste
"Universal Waste" means hazardous wastes that are widely produced by households and
different types of businesses including televisions, computers and other electronic
devices as well as batteries, fluorescent lamps, mercury thermostats, and other mercury
containing equipment Universal Waste is handled in a manner that differs from the
requirements for most hazardous wastes Universal Waste is not to be placed for
Collection with Solid Waste Universal Wastes are defined by 22 CCR Subsections 66273 1
through 66273 9
1 128 Work Days
"Work Days" or "Working Days" means days on which the Franchisee is required to
provide regularly scheduled Collection services under this Agreement
1 129 White Goods
"White Goods" shall mean inoperative and discarded refrigerators, microwave ovens,
ranges, water heaters, freezers, and other similar appliance
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SECTION 2 Representations and Warranties of Franchisee
2 1 Corporate Status
Franchisee is a company duly organized, validly existing and in good standing under the
laws of the State of California Franchisee is qualified to transact business in the State of
California and has the corporate power to own its properties and to carry on its business
as now owned and operated and as required by this Agreement
2.2 Corporate Authorization
The Persons executing this Agreement on behalf of the Franchisee hereto warrant that (i)
they are duly authorized to execute and deliver this Agreement on behalf of said Party,
(ii) by so executing this Agreement, such Party is formally bound to the provisions of this
Agreement, and (iii) that entering into this Agreement does not violate any provision of
any other Agreement to which said Party is bound
2 3 Accuracy of Representation and Warranties
The representations and warranties made by the Franchisee in this section are true and
correct on and as of the Effective Date of this Agreement
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SECTION 3 Grant of Franchise, Scope of Franchise, Exclusions
3 1 Grant and Acceptance of Agreement
The City grants to Franchisee, and the Franchisee shall have during the Term of this
Agreement, the non-exclusive franchise, right, license and privilege except as provided in
Section 3 6 below to engage in the business of Collecting, Transporting, Transferring,
Processing, Recycling, treating, Diverting, converting, and Collecting for Disposal all Solid
Waste, and Recyclable Materials and Organic Waste generated by Commercial Premises,
and to provide On-Call Roll-off Box and Bin Services to Commercial Premises, within the
City of Rancho Palos Verdes Franchise Area It is expressly understood that the Solid
Waste and Recycling management business is conducted by Franchisee and not City, and
while City grants the right to conduct the business within the terms of this Agreement,
the Franchisee must determine what personnel to employ, terms and conditions of
employment, what equipment to utilize and at what cost, rates and charges to establish
for Customers, and all means, methods, costs, obligations and mechanisms to perform
the terms of the franchise
3 2 Annexations
This Agreement shall extend to any territory annexed to the City during the Term that is
not covered by an existing Solid Waste permit, license, agreement or franchise granted
by another public entity, except to the extent that Collection by Franchisee within that
annexed territory would violate the provisions of Public Resources Code Section 49520
In such event, this Agreement shall become effective as to such area at the earliest
possible date permitted by law, and City agrees that it shall cooperate with Franchisee to
fulfill any requirement necessary for Franchisee to serve the annexed area consistent with
this Section
3 3 Rights in Annexed Territories
It is the intention of the Parties that, subject to all of the limitations to the scope of this
agreement set forth in Section 3 3, the nonexclusive franchise granted herein shall apply
to any property incorporated into the City Limits during the Term hereof, provided,
however, the exercise of the rights granted herein within annexed territories shall be
limited by and subject to any legal right held by any Solid Waste enterprise to continue to
operate (whether pursuant to a pre-existing Solid Waste permit, license, agreement,
franchise, or otherwise), so long as any such legal right shall continue to exist
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3 4 Acknowledgment that Modification to Rights is Occurring
If Franchisee has a pre-existing permit, license, agreement, franchise or other rights to
provide services in the City, including because of being a Franchisee under any prior
agreement with the City, then Franchisee expressly acknowledges that any change or
modification to the scope of such rights that may be effectuated by this Agreement is
occurring pursuant to Public Resources Code Section 49523, is included herein upon
mutually satisfactory terms, and is part of the consideration for entering into this
Agreement Moreover, Franchisee expressly acknowledges that any change in scope of
such prior rights is occurring pursuant to Public Resources Code Section 49523 and is not
a waiver of rights set forth in Public Resources Code Section 49520 which would be subject
to the provisions of Public Resources Code Section 49524 Franchisee acknowledges that
City has advised it that if it has rights pursuant to Public Resources Code Section 49520
which it does not wish to modify by entering this Agreement, it may choose to continue
to operate in City pursuant to such rights rather than enter into this Agreement
3 5 "Five-year Notice" Pursuant to Public Resources Code Section 49520
The rights granted pursuant to the terms hereof shall expire upon the end of the Term of
this Agreement Franchisee shall have no right to continue to provide services in City
pursuant to Public Recourses Code Section 49520 (i e , a "five-year notice"),or otherwise,
following the end of the Term hereof unless a subsequent franchise, contract, or permit
is granted to Franchisee by City, or unless this Agreement is amended to provide such
rights This provision is intended to, and shall serve as the notice contemplated by Section
49520 with respect to the franchise rights granted herein
3 6 Scope of Franchise, Exceptions
The franchise granted to Franchisee shall be non-exclusive within City limits such that
Franchisee and all other contractors to whom City may grant a franchise (collectively,
"franchise haulers"), shall be the only providers of general Solid Waste, Recyclable
Materials, and Organic Waste hauling services to City's Commercial Customers To this
end, at all times during the Term of this Agreement the City shall require that all Solid
Waste, Recyclable Materials and Organic Waste Collected from Commercial Premises for
a fee, service charge, or other consideration be Collected by a franchise hauler, with the
following exceptions
a) Solid Waste Collection Services for governmental agencies other than City, which
may have facilities in City, but over which City has no jurisdiction in connection
with the regulation of Solid Waste
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b) The sale or donation of source-separated Recyclable Material by the Waste
Generator or Customer to any Person other than Franchisee, provided, however,
to the extent permitted by law, if the Waste Generator or Customer is required to
pay monetary or nonmonetary consideration for the Collection, Transportation,
Transfer, or Processing of Recyclable Material, then it shall not be considered a
sale or donation
c) Recyclables delivered to a recycling center or drop-off station by the Waste
Generator for recycling under the California Beverage Container Recycling Litter
Reduction Act, Section 14500, et seq
d) Green Waste removed from a Premise by a gardening, landscaping, or tree
trimming contractor, utilizing its own equipment, as an incidental part of a total
service offered by that Contractor rather than as a hauling service
e) The Collection, Transfer, Transport, Recycling, Processing, and Disposal of
hazardous substances, Hazardous Waste, untreated Medical Waste, and
radioactive waste regardless of its source
f) The Collection, Transfer, Transport, Recycling, and Processing of animal
byproducts, fats, oils, or grease to be rendered and used as tallow
g) City Collection Nothing in this Agreement prohibits the City, through City officers
or employees in the normal course of their City employment, from engaging in
casual or emergency Collection, removal, Disposal or Diversion of Solid Waste
h) Self-hauling Solid Waste, including Recyclable Materials and Green Waste, which
is removed from any Premises by the Waste Generator, and which is Transported
personally by such Waste Generator (or by his or her full-time employees) to a
Processing Facility or Disposal site in a manner consistent with all Applicable Laws
and regulations
i) Remodeling Construction Contractors-The Collection,Transportation and Disposal
by a construction contractor of C&D Material from Remodeling jobs which are
generated as an incidental part of providing such Remodeling services, provided
that the construction contractor is not a hauling service or Solid Waste Enterprise,
does not separately or additionally charge for the incidental service of removing,
Transporting or Disposing (except for tipping fee) of the C& D Material, and utilizes
only his/ her own employees and equipment to Collect, Transport and Dispose of
the C& D Material Recycling Materials-Recyclable Materials, Organic Waste that
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are source separated at any Premises by the Waste Generator and donated to
youth, civic or charitable organizations Recyclables delivered to a recycling center
or drop-off station by the Waste Generator for recycling under the California
Beverage Container Recycling Litter Reduction Act, Section 14500, et seq
j) Junk Removal- Franchisee's franchise does not preclude the Collection, Processing
and/or Transport of junk by a duly licensed non-franchise privately-contracted junk
removal service company (e g , 1-800 Got Junk) Junk removal service companies
provide staff for removal of junk, and do not place Containers for the storage of
materials
k) Edible Food-Edible Food that which is Collected from a Waste Generator by other
Person (s), such as a Person from a Food Recovery Organization or Food Recovery
Service, for the purposes of Food Recovery, or which is Self-hauled by the
Customer to another Person(s), such as a Person from a Food Recovery
Organization, for the purposes of Food Recovery, regardless of whether the
Customer donates, sells, or pays a fee to the other Person(s) to collect or receive
the Edible Food
I) Food and Beverage Byproducts-The hauling of byproducts from the Processing of
food or beverages and use of such material as animal feed if the byproducts
originate from agricultural or industrial sources, do not include animal (including
fish) processing byproducts, are Source Separated by the Waste Generator of the
byproducts, and are not discarded, and, if the use as animal feed is in accordance
with 14 CCR Section 18983 1(b)(7)
m) On-site or Community Composting-Organic Waste Composted or otherwise legally
managed at the Premises site where it is generated (e g , backyard Composting, or
on-site anaerobic digestion) or at a Community Composting site
n) Franchisee's rights and services provided hereunder do not extend to those
exclusive franchise rights set forth in the EDCO Residential Agreement
3 7 Legally-Required Exemptions
Franchisee's franchise rights shall be limited by any other exemption created by City,
State, or Federal law
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3 8 Effective Date, Commencement of Services
This Agreement shall become effective at the "Effective Date " However, except where
specified, the provision of Solid Waste and Recycling Collection and other services by
Franchisee, shall commence on July 19, 2022 (the "Commencement Date")
3 9 Term and Extended Term
Unless earlier terminated in accordance with Article Error1 Reference source not found
of this Agreement,this Agreement shall continue in full force and effect from the Effective
Date until July 7, 2027
3 10 Conditions to Effectiveness of Agreement
The satisfaction of each and all the conditions set out below,each of which may be waived
in whole or in part by City in writing, is a condition precedent to the effectiveness of this
Agreement, and a condition of Franchisee's continued right to the benefits conveyed in
this Agreement
a) Accuracy of Representation - All representations and warranties made by
Franchisee and set forth in this Agreement shall be accurate, true, and correct on
and as of the Effective Date of this Agreement and shall remain true throughout
its Term, including any extension, unless waived by the City
b) Absence of Litigation - There shall be no existing litigation or administrative
proceedings pending in any court or venue challenging the award of this
Agreement to Franchisee or the execution of this Agreement or seeking to restrain
or enjoin its performance
c) No Litigation Adverse to Franchisee -There is no action, suit, proceeding, or
investigation, at law or in equity, before or by any court or governmental authority,
commission, board, agency, or instrumentality pending or, to the best of
Franchisee's knowledge, threatened, by or against the Franchisee wherein any
unfavorable decision, ruling, or finding, in any single case or in the aggregate,
would materially adversely affect the performance by the Franchisee of its
obligations under this Agreement or in connection with the transactions
contemplated by this Agreement, or which, in any way, would adversely affect the
validity or enforceability of this Agreement or any other agreement or instrument
entered into by the Franchisee in connection with the transactions contemplated
by this Agreement Furnishing of Insurance, bond, and letter of credit- Franchisee
shall have furnished, and shall maintain in good standing throughout the Term and
any extension, the evidence of insurance, letter of credit, and performance bond
required by this Agreement
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d) Effectiveness of City Council Action - City Council's action approving this
Agreement shall have become effective pursuant to California law and the time for
any legal challenge shall have expired
e) Payment of Fees and Cost- Franchisee shall have made payment to City of all fees,
costs and other payments due as more fully set forth in Section 9
f) Notification - City has notified Franchisee in writing that all conditions to
effectiveness have been met and notified Franchisee of Effective Date
3 11 Delegation of Authority
The administration of this Agreement by the City shall be under the supervision and
direction of the City Manager or his/her designee and the actions specified in this
Agreement shall be taken by the City Manager or his/her designee
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SECTION 4 General Agreement
4 1 Ownership of Discarded Materials
City and Franchisee understand and agree that it is the Franchisee, and not City, who will
arrange to Collect Discarded Materials Solid Waste, that City has not, and, by this
Agreement does not, instruct Franchisee on its Collection means and methods, nor
supervise the Collection process, nor do the Parties intend to place title to Discarded
Materials Solid Waste collected by Franchisee in City Rather, the Parties intend that
whatever, if any, title in and to Discarded Materials the Solid Waste that is Collected by
Franchisee that otherwise might exist in or with City in the absence of this Agreement is
hereby transferred to Franchisee, and further that if Franchisee gains title to such
Materials Solid Waste, it is by operation of law and agreement with its Customers and is
not the result of this Agreement At no time does City obtain any right of ownership or
possession of Solid Waste, Recyclable Materials, and Organic Waste placed for Collection,
and nothing in this Agreement shall be construed as giving rise to any inference that City
has any such rights City and Franchisee agree that, for the purposes of the Uniform
Commercial Code and all other laws imposing liability for defective products, it is the
Franchisee, and not City, that which is to be considered the merchant of goods recycled
pursuant to this Agreement Subject to the provisions of this Agreement, Franchisee shall
have the right to retain, Recycle, Process, Dispose, and otherwise use Discarded Materials
Solid Waste Collected pursuant to the terms hereof in any lawful fashion or for any lawful
purpose, and, further, shall have the right to retain any benefit resulting from its right to
retain, Recycle, Process, Dispose of, or reuse the Discarded Materials Solid Waste that
which it Collects
4 2 Subcontracting
This Agreement, or any portion thereof, shall not be subcontracted except with the prior
written consent of the City, which consent shall not be unreasonably withheld No such
consent shall be construed as making the City a Party to such subcontract or subject the
City to liability of any kind to any subcontractor Franchisee shall submit all subcontracts
for review and approval by the City and any permitted subcontract shall terminate on or
before the termination of this Agreement All subcontractors shall be licensed as required
under State, Federal and local laws and regulations to perform their subcontracted work
and obtain and maintain a City business license if required Franchisee shall remain
otherwise liable for the full and complete performance of its obligation hereunder
No subcontract shall be valid unless the subcontractor has assumed, in writing, all of the
subcontracted obligations in this Agreement Franchisee shall remain otherwise liable for
the full and complete performance of its obligations in this Agreement
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SECTION 5 COLLECTION SERVICES
5 1 General Standards
Franchisee shall provide Bin Collection Service to Commercial Customers that use Carts
and Bins For each Commercial Customer account serviced by Franchisee,the Franchisee
shall provide the full three-stream Collection service as required by RPV municipal code
Chapter 8 20 (Unless Customer has received a City-approved waiver) All three
Containers must be serviced by the same Franchisee Customers shall use Franchisee
Provided Containers only Franchisee Provided Containers shall meet the color and
labeling requirements for SB 1383 Franchisee shall Collect and remove all Refuse,
Recyclables, and Organic Waste that is placed in Carts and Bins from Commercial
Premises Customers may lease compaction or other ancillary Solid Waste Collection
equipment from Franchisee or third parties
Franchisee shall replace empty Containers to their original location with gates or doors of
enclosures secured after Collection is completed A Bin shall be considered properly
located for Collection if it is feasibly accessible by Franchisee's front-loading Collection
vehicles A Cart shall be considered properly located for Collection if it is feasibly
accessible by Franchisee's automated side-loading Collection vehicles Furnishing of
Services
a) The work to be performed pursuant to this Agreement shall include the furnishing
of all labor, materials and equipment necessary for, and the scheduled Collection
of all Solid Waste and Recyclables, and Organics from, Commercial Premises within
the City where Franchisee has a valid subscribed account with the Commercial
Premises Owner(s) for such services, and
b) The furnishing of all labor, materials and equipment necessary for the Temporary
provision of Bins and Roll-off Boxes for Solid Waste and Recyclables, and Organics
to Commercial Premises upon request from Customers and the subsequent
Collection of the same in accordance with a schedule to be determined by the
Franchisee and Customer, to the extent not in conflict with the EDCO Agreement
or other such agreements with other Solid Waste Enterprise franchised haulers
Enterprises
All services shall be provided according to the terms of this Agreement Franchisee shall
own or lease and maintain at its expense all equipment necessary to perform its duties as
provided for under this Agreement, including sufficient office-to-field communication
equipment All work shall be accomplished in a courteous, thorough and workmanlike
manner and adhere to the highest standards consistent with the best practices in the
industry As of the Effective Date of this Agreement, Franchisee shall not be required to
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Collect materials unless they have been properly placed in Franchisee Provided
Containers unless otherwise specifically stated in this Agreement, including but not
limited to Bulky Waste, Christmas trees and Green Waste Notwithstanding the foregoing,
the Parties hereto acknowledge that a need may arise for Franchisee to Collect materials
that are either placed in alternative, non-Franchisee Provided Containers or that are
placed directly for Collection without containment, to this end, the Parties may meet and
confer in good faith in order to reach an accord as to how such needs may be met Any
program specifically requiring Franchisee to Collect materials from alternative Containers
or to Collect uncontained materials shall be memorialized in writing executed by each
Party and in compliance with Applicable Laws
5 2 Commercial Collection- General
5 2 1 Automated Rollout of SB 1383-compliant Services
For all Commercial Customers that do not qualify for a waiver pursuant to Section 6 8,
Franchisee shall automatically enroll those Customers in Recycling and Organics Recycling
service such that no later than October 1, 2022 Franchisee shall provide a three-
Container Collection program to all Commercial Customers that do not qualify for a
waiver or as otherwise exempted from Franchisee's service pursuant to either this
Agreement or RPV Municipal Code Chapter 8 20 Nothing in this Agreement shall give a
Customer the right to decline service as required by RPV Municipal Code Chapter 8 20,
unless such Customer is already receiving Solid Waste services pursuant to such Chapter
5 2 2 Bin Collection—Gray Container Waste (Refuse)
Franchisee shall Collect Gray Container Waste (Refuse) from Commercial Premises as
frequently as scheduled by Customer, but not less than once per week and more
frequently if required to handle the waste generated at the Premises where the
Containers are located The Franchisee shall provide Containers as part of the Collection
services The size of the Container and the frequency (above the minimum) of Collection
shall be determined by agreement between the Customer and the Franchisee Size and
frequency shall be sufficient to provide that no Refuse need be placed outside the
Container Unless expressly instructed by the City, Franchisee shall provide Franchisee
Provided Containers only to those Commercial Premises that provide an appropriate
location for such Container in accordance with the Rancho Palos Verdes Municipal Code
5 2 3 Source Separated Blue Container Waste
Franchisee shall provide Source Separated Blue Container Waste Collection Service to all
Commercial Customers without a waiver approved by the City Franchisee shall Collect
Recyclable Materials from Commercial Premises that have subscribed to Recyclable
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Materials Collection services as frequently as scheduled by the Customer, but not less
than once per week Franchisee may determine the method of Recyclable Materials
Collection, except that any such method must enable Commercial Customers to comply
with Public Resources Code Section 42649 2 either through Source Separation or through
mixed waste processing that yields Diversion results comparable to Source Separation
Franchisee shall Collect Recyclable Materials at the location agreed upon by Franchisee
and Customer The designated Collection location, if disputed by Franchisee or Customer,
shall be determined by the City Franchisee shall not be required to furnish a separate
Container for Recyclable Materials unless such is required by Franchisee's chosen method
of compliance with this paragraph
Franchisee shall use Reasonable Business Efforts to provide Commercial Customers who
qualify as Commercial Waste Generators (as that term is defined in Public Resources Code
Section 42649 1) with such assistance and services as may be necessary to enable those
Generators to comply with Public Resources Code Section 42649 2
5 2 4 Bin Collection—Source Separated Green Container Organic Waste
Franchisee shall provide Source Separated Green Container Organic Waste Collection
Service to all Commercial Customers without a waiver approved by the City Franchisee
shall provide Recycling Bins or Carts to Customers in sufficient quantities to meet the
Recycling needs of each Customer as frequently as scheduled by the Customer, but not
less than once per week Franchisee may determine the method of Organic Waste
Collection, except that any such method must enable Commercial Customers to comply
with SB 1383 either through Source Separation or through mixed waste processing that
specifically recycles Organic Waste Franchisee shall Collect Organic Waste at the location
agreed upon by Franchisee and Customer The designated Collection location, if disputed
by Franchisee or Customer, shall be determined by the City Franchisee shall not be
required to furnish a separate Container for Organic Waste unless such is required by
Franchisee's chosen method of compliance with this paragraph Franchisee shall use
Reasonable Business Efforts to provide Commercial customers who qualify as Organic
Waste Generators (as that term is defined in Public Resources Code Section 42649 8)with
such assistance and services as may be necessary to enable those Generators to comply
with Public Resources Code Section 42649 81
5 2 5 Special Collection Consideration for Commercial Premises
a) Shared Containers Commercial Premises may share Containers with neighboring
Commercial Business establishments provided that all sharing units share the same
Premises and so long as the sharing of Containers does not result in the overfilling
of, or overflow from, Containers
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Food Establishments Those Commercial Premises consisting of food processing
operations shall utilize a non-shared Container for the disposal of food-related
Solid Wastes (i e , a Container not shared with other Commercial Premises unless
such Premises sharing the Container are also food processing operations
disposing of food-related Solid Wastes)
5 3 On-Call Container Services
Franchisee shall provide Bins and Roll-off Boxes to Commercial Premises on an On-Call
basis as requested by Customers Container services shall include, but not be limited to,
moving manually or by a specialized "scout" truck the Bins or Roll-off Boxes from their
non-curbside or non-regular storage location for Collection and returning the Bins or Roll-
off Boxes to such storage location
5 4 Encroachment Permits Required
Franchisee shall not place any Container at any location within the City until Franchisee
has verified that the Owner of the Premises has obtained any required permit from the
City or has verified with the City that none is required No Container shall be placed or
used in any manner that violates an applicable permit Franchisee shall immediately
remove any Container that does not have a valid permit, unless notified by the City that
none is required All Containers placed on the street or in the public right of way shall
first obtain an encroachment permit and shall be placed in accordance with the
encroachment permit
Upon request by the City, Franchisee shall provide the City with the address of any
Premises where a Container will be placed, the size of the Container, the duration of the
placement, and the type of material that will be placed in the Container City may remove
a Container that is placed in violation of this Section, and Franchisee shall immediately
reimburse City for all costs incurred by City in removing such Container
5 5 On-Call Services for Collection of Bulky Waste
Franchisee shall provide Bulky Waste Collection service for Commercial Premises upon
request Franchisee shall make provisions for the Recycling of Bulky Waste if a market for
such waste is available
a) Bulky Waste Collection Restrictions The following applies to items Collected under
this Section
i No single item that cannot be handled by two (2) workers shall be accepted
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ii The following items shall not be picked up Hazardous Substances and
Hazardous Waste
iii Vehicles used for Collection of Bulky Waste shall not use compactor
mechanisms or mechanical handling equipment that may damage reusable
goods or release Freon or other gases from pressurized appliances
b) Bulky Waste Containing Freon In the event that Franchisee Collects Bulky Waste
that contains Freon, Franchisee shall handle such Bulky Waste in a manner such
that the Bulky Waste is not subject to regulations as Hazardous Waste under
applicable State and federal laws or regulations
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SECTION 6 Other Services
6 1 Designated Disposal Site
Franchisee shall dispose of all Collected Refuse at Franchisee's expense at a Disposal Site
determined by the Franchisee, except that any such Disposal Site shall be certified to
accept all Discarded Materials Solid Waste delivered by Franchisee and shall be in
compliance with all Federal, State, local laws, and Applicable Laws
6 2 Contamination Monitoring
The Franchisee shall implement a Contamination monitoring program to minimize
Prohibited Container Contaminants in a manner that complies with Section 18984 5 of
Title 14 of the California Code of Regulations The Franchisee may conduct its
Contamination monitoring requirements through either Route Reviews or Waste
Evaluations, or a combination of the two methods The Franchisee's Contamination
monitoring program shall include, but not be limited to, the following
6 2 1 Route Reviews
For routes on which the Franchisee conducts Route Reviews (i e , on-route observations
of individual Containers), the routes must be reviewed at least once per year Upon
finding Prohibited Container Contaminates in a Container, Franchisee shall notify the
Customer of the Contamination The notice of Contamination may be left at the
Customer's location, mailed, e-mailed, or electronically messaged to the Customer The
notification shall include information about 1) the Collection day on which the Container
was Contaminated, 2) the nature of the Contamination (e g , which type of Container was
Contaminated, etc , 3) information regarding the Customer's obligation to properly
Source Separate materials in the appropriate Containers and, 4) the consequences of
further Contamination If feasible, the notice should include photographic evidence of the
Contamination
6 2 2 Waste Evaluations
For routes on which the Franchisee performs Waste Evaluations (i e , conducting waste
characterizations of Collected material at the Processing Facility), Waste Evaluations shall
be conducted at least twice per year from vehicle loads of Source Separated Blue
Container Waste and from Source Separated Green Container Organics Waste, and at
least once per quarter from vehicle loads of Gray Container Waste Waste Evaluations
shall include samples of each material type, and samples from different areas of the City,
and from different seasons in the year The Waste Evaluations shall include at least the
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number of samples required in Section 18984 5 (C)(1)(e) of Title 14 of the California Code
of Regulations
If the sampled weight of Prohibited Container Contaminants in the Waste Evaluations
exceeds 25 percent of the measured sample for any Container type, the Franchisee shall
perform one of the following
a) Notify all Customers on the sampled Hauler Route of their requirement to properly
separate materials into the appropriate Containers The Franchisee may provide
this information by placing a notice on the Customer's Container, gate, or door,
and/or by mail, e-mail, or electronic message to the Customer, or
b) Perform a targeted Route Review of Containers on the routes sampled for Waste
Evaluations to determine the sources of Contamination and notify those
Customers of their obligation to properly separate materials The Franchisee may
provide this information to these Customers by placing a notice on the Customer's
Container gate, or door, and/or by mail, e-mail, or electronic message to the
applicable Customers
6 2 3 Quarterly Contamination Reporting Requirements
Franchisee shall maintain records and report to the City quarterly on Contamination
monitoring activities and actions taken (See Section 8 5 4)
6 3 Education and Outreach
6 3 1 General
To promote public education, Franchisee shall create and distribute all public education
materials and conduct education programs and activities described in this Section at its
expense
6 3 2 Program Objectives
Franchisee's public education and outreach strategy shall focus on improving its
Customers' understanding of the benefits of and opportunities for source reduction,
reuse, and Diversion Landfill Disposal reduction, and furthering climate goals In general,
Franchisee-provided public education and outreach, which shall include all content
required by this Section, shall
a) Inform Franchisee's Customers about the services that are provided under
this Agreement with specific focus on describing the methods and benefits
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of source reduction, reuse, and Diversion reduction of Solid Waste Disposal,
and
b) Instruct Franchisee's Customers on the proper method for placing materials
in Containers for Collection and setting Containers out for Collection with
specific focus on minimizing Contamination of Source Separated Recyclable
Materials and Source Separated Organic Waste, and
c) Clearly define Excluded Waste and educate Customers about the hazards of
such materials and their opportunities for proper handling, and
d) Encourage Customers to buy products if the product and its packaging are
readily reusable, Recyclable, or Compostable, and
e) Inform Customers subject to Food Recovery requirements under SB 1383
Regulations of their obligation to recover Edible Food and actions they can
take to prevent the creation of Food Waste, and
f) Encourage the use of Compost, and
g) Encourage Customers to purchase products/packaging made with Recycled-
content materials, and
h) Explain the process by which fines and penalties may be incurred for non-
compliance
The cumulative intended effect of these efforts is to reduce each Customer's reliance on
Franchisee Provided Gray Container Waste/Mixed Waste service and, ultimately,
Disposal Although Franchisee is only responsible for educational program obligations for
its direct Customers, and not the accounts of other franchised haulers, Franchisee's
education program may have broader reach through the provision of educational
materials on its website or a dedicated education page (see also, Section 6 3 5(b))
6 3 3 Minimum Content Requirements
Franchisee shall include the following education and outreach content to Customers by
incorporation of this content into the public education materials
a) Information on the Waste Generator's requirements to properly separate
materials in appropriate Containers
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b) Information on methods for waste prevention, recycling Organic Waste on-site,
sending Organic Waste to Community Composting, and any other local
requirements regarding Organic Waste
c) Information regarding the methane reduction benefits of reducing the Landfill
Disposal of Organic Waste, and the methods of Organic Waste recovery
d) Information regarding how to recover Organic Waste
e) Information related to the public health and safety and environmental impacts
associated with the Landfill Disposal of Recyclable Materials and Organic Waste
f) Information regarding programs for the donation of Edible Food
6 3 4 Annual Education Plan
Franchisee shall develop and submit to the City an annual public education plan The
annual public education plan shall present the education and outreach activities planned
for the upcoming calendar year This plan shall be submitted with the Franchisee's annual
report The public education plan shall specify how Franchisee will accomplish the
education and outreach program objectives
The City shall be allowed up to thirty (30) calendar days after receipt to review and
request modifications Franchisee shall make any changes to the plan directed by the City
Franchisee shall have up to fifteen (15) calendar days to revise the plan in response to any
changes directed by the City
Franchisee shall obtain advance approval from the City for any education or outreach
activities not included in the annual education plan and approval of such requests shall
not be unreasonably withheld The City shall have the right to request that Franchisee
include City identification and contact information on public education materials The City
reserves the right to direct the Franchisee to modify the education and outreach program
at any time Franchisee shall promptly provide the City with copies of any modifications
to the to the education and outreach plan
6 3 5 On-going Education Requirements
a) Annual Service Guides - Not less than once per year, Franchisee shall prepare and
distribute to each Commercial Customer in the City a service guide that describes
available services, including information about how to place Containers for
Collection, which materials should be placed in each Container, Prohibited
Container Contaminants, Collection Holidays, and the Franchisee's contact
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information The service guide must also include the information specified in
Section 6 3 3
b) Website - Franchisee shall develop and maintain a website (with a unique URL
specific to the City) that is specifically dedicated to the City to provide Customers
with detailed service information The website shall be accessible by the public and
shall include all education and outreach materials being provided Franchisee shall
update the website regularly so that information provided is current
c) Provision of Educational Materials to Non-Compliant Entities - Franchisee shall
provide educational materials to non-compliant Customers under this Agreement,
as further described in Section 6 2 1
6 4 Materials Distribution Methods
Franchisee shall use the following methods to provide education information to
Customers All materials are to be approved by the City prior to distribution
Printed materials The Franchisee shall be responsible for the design, printing, and
distribution of these materials, subject to City approval All Franchisee-printed public
education materials shall, at a minimum, use recycled paper and/or be made of
Recyclable Material The Franchisee will use 100% post-consumer paper and procure
printed materials from local businesses
Electronic materials and website content Franchisee shall provide website content for
education and outreach materials, which may include, but are not limited to digital
graphics, digital versions of print materials, social media posts, and blog posts The
Franchisee shall be responsible for the design, posting, and electronic distribution of
these materials, and for assuring compliances with any applicable copyright rules and for
licensing the use of these materials to the City Franchisee authorizes the City to use
Franchisee generated content pursuant to this Agreement on the City's website
6 4 1 Personnel
The Franchisee shall designate one or more staff member(s) to serve as "Outreach
Coordinators" The duties of the Outreach Coordinator(s) shall be focused on public
education, community outreach, site visits, and technical assistance The Outreach
Coordinator(s) shall educate Customers and Customers' employees on the importance of
Recycling, Food Recovery, resource recovery, Landfill Disposal reduction, as well as all
State, federal, county, and City mandates and Applicable Laws, including SB 1383 and SB
1383 Regulations, and shall work with Customers to implement services, increase
participation in Source Separated Recyclable Materials and Source Separate Organic
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Waste Collection programs, and reduce Contamination The Outreach Coordinator(s)
shall identify potential organizations and partners involved with Food Recovery and
resource recovery The Outreach Coordinator(s) shall be responsible for implementing
the education plans and programs specified in this section
6 5 Technical Assistance Program
6 5 1Site Visits and Waste assessments
No later than two weeks after the Effective Date, Franchisee will provide an outreach and
technical assistance plan to the City identifying the site visit schedule for which to send a
Franchisee representative to visit each Commercial Customer's Premises for the purpose
of assessing how much Source Separated Recyclable Materials and Source Separated
Organic Waste is being Disposed, assessing the Source Separated Recyclable Materials
and Source Separated Organic Waste Collection Service Levels needed to meet the
requirements of SB 1383 Regulations, and encouraging all Customers to establish Source
Separated Recyclable Materials and Source Separated Organic Waste Collection service
at least four (4) weeks prior to October 1, 2022 when mandatory service is required
Franchisee shall also notify Customers of opportunities to reduce costs by subscribing to
Source Separated Recyclable Materials and Source Separated Organic Waste Collection
service and reducing Gray Container Waste/Mixed Waste Collection service Franchisee
shall contact each Commercial Customer and provide site visits according to the City-
approved schedule Franchisee will also provide a site visit to any Commercial Customer
that requests a site visit, even if it is ahead of schedule
Beginning October 1, 2022, and July 1 annually thereafter, Franchisee representative shall
follow up with Commercial Customers who are required to participate in Source
Separated Recyclable Materials and Source Separated Organic Waste Collection service
under Applicable Law, including but not limited to AB 341,AB 1826, and SB 1383 and their
corresponding regulations The Franchisee shall ensure that these Customers are
participating in the Source Separated Recyclable Materials and Source Separated Organic
Waste Collection Service If the Customer is not in compliance or not participating, the
Franchisee representative shall assist the Customers with selecting appropriate
Containers and Container sizing, identify acceptable Solid Waste Collection services as set
forth in the Agreement, and attempt to resolve any logistical barriers to providing Source
Separated Recyclable Materials and Source Separated Green Cart Organics Waste
Collection service Franchisee shall provide ongoing, on-site training for Commercial
Customers' staff, including, but not limited to management, kitchen staff, service
employees, janitorial staff, maintenance, and any other on-site staff members or
contractors that handle Solid Waste
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For each on-site waste assessment conducted by Franchisee, Franchisee shall include
documentation of the items listed below The City reserves the right to receive
Franchisee's documentation of additional information and shall authorize the format for
required information
a) Pictures of material in all Containers, and,
b) Characteristics of the property, business, and Customer type, and,
c) Written recommendations for the appropriate Service Level for each material type,
and,
d) Provision of outreach and education materials appropriate to the Customer type,
and,
e) Determination of signage placement, and,
f) Determination of any on-going training needs, and,
g) Determination of any access needs, and,
h) Documentation of any special service needs (such as, but not limited to, seasonal
Collection service, automated on-call Compactor, etc ), and,
i) Documentation of records of communications with the Customer
6 5 2 Recordkeeping and Reporting Requirements
Franchisee shall maintain records of all technical assistance activities and educational
materials conducted pursuant to this Section and submit reports to the City
6 6 Procurement of Products with Recycled and Organic Contents
The Franchisee shall comply with the purchasing and recordkeeping requirements
described in this Section
6 6 1 Recycled—Content Paper
The Franchisee shall procure Paper Products and Printing and Writing Paper for invoices,
billing statements and inserts, reports, and public education materials, consistent with
the requirements of the Public Contract Code (PCC) Sections 22150 through 22154
Additionally, Paper Products and Printing and Writing Paper procured by the Franchisee
shall be eligible to be labeled with an unqualified recyclable label, as defined in 16 Code
of Federal Regulations (CFR) Section 260 12 (2013) Franchisee shall state on all materials
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prepared with post-consumer recycled content the following 'Printed on Recycled
Paper ' In accordance with 14 CCR Section 18993 3(c), the Franchisee shall require all
businesses from whom it purchases paper products and printing and writing paper to
certify in writing
a) The minimum percentage, if not the exact percentage, of postconsumer material
in the Paper Products and Printing and Writing Paper offered or sold to the
Franchisee The certification shall be furnished under penalty of perjury in a form
and manner determined by the Franchisee and approved by the City The City may
waive the certification requirement if the percentage of postconsumer material in
the paper products, Printing and Writing Paper, or both can be verified by a
product label, catalog, invoice, or a manufacturer or vendor Internet website, and,
b) That the paper products and printing and writing paper offered or sold to the
Franchisee are eligible to be labeled with an unqualified recyclable label as defined
In 16 CFR Section 260 12 (2013)
6 6 2 Provision of Mulch
Upon notification by City, Franchisee shall procure and provide on the City's behalf an
amount of bulk Mulch derived from recovered Organic Waste for use in City parks and
facilities The amount shall be up-to five hundred (500) cubic yards per calendar year and
or a greater amount (as determined by the City) that will feasibly meet the City's State-
mandated procurement goals
Franchisee shall deliver Mulch in Roll-off Boxes or via dump truck within thirty (30)
calendar days of request to any accessible location within the City limits Upon request,
Franchisee shall provide the City with Mulch lab results and specifications All Mulch
provided by Franchisee must meet or exceed State requirements for Mulch quality,
Including those standards regarding Mulch maturity, reduction of pathogens, elimination
of weed seeds, and concentrations of physical contaminants such as glass, plastic, metal,
and other Non-organic Recyclables All Mulch provided by Franchisee must be suitable for
use in landscaping, parks, sports fields, and community gardens, and must be suitable for
distribution to the general public
6 6 3 Renewable Natural Gas
If requested by City, Franchisee shall provide the name, location, and contact
Information of each entity, operation, or Facility from whom the Franchisee procured
Renewable Natural Gas (RNG) If requested by City, Franchisee shall provide the total
amount of RNG procured by the Franchisee for use in Franchisee vehicles in the City of
Rancho Palos Verdes, in diesel gallon equivalents (DGE), including copies of any
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receipts, invoices, or other similar documentation, with efforts to maximize the City's
ability to meet the State-mandated procurement goals
6 6 4Recordkeepung Requirements
Franchisee shall maintain records that demonstrate ongoing compliance with these
requirements, including, but not limited to, copies of receipts, invoices, or other proof of
purchase that describe the products purchased, by volume and type for all products
specified in this section, and copies of certifications or other verifications required by this
Agreement Franchisee shall submit these records, upon the City request
6 7 Billings
6.7 1 Direct Billing
All accounts shall be directly billed by Franchisee and in accordance with reasonable
protocols established by Franchisee in accord with Applicable Laws
6 7 2 Delinquent Accounts
Franchisee shall use Reasonable Business Efforts to collect all delinquent accounts for
services provided under this Agreement If, after using Reasonable Business Efforts for
ninety (90) days, Franchisee remains unable to collect on any delinquent account,
Franchisee may stop service Franchisee shall notify City at least one week prior to
stopping service Nothing in this Agreement waives or supersedes the City's rights to
initiate code enforcement action(s) in response to the build-up, long-term stagnation, or
misplacement of Solid Waste as a result of any termination of Franchisee's service,
including those enforcement mechanisms available under Chapter 8 20
6 8 Customer Waiver Program Coordinator
The City has the authority, pursuant to Chapter 8 20, to grant to individual Customers
waivers from the requirement to subscribe to Recyclable Materials and Organic Waste
Collection service These waivers may be granted for de minimis generation, lack of space,
every other week service, or for reasons allowed under SB 1383 The City cannot delegate
to a private entity (e g , Franchisee) the authority to grant these waivers However,
Franchisee can advise the City in determining which Customers may qualify for a waiver
6 8 1 Franchisee Waiver Request on Behalf of Customer
Upon reasonable belief that a Customer may qualify for a de minim's, physical space,
Collection frequency, or other waiver allowed by SB 1383, the Franchisee may submit a
request to the City to grant a waiver to the Customer, provided that adequate evidence
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of the de minim's, physical space, Collection frequency, or other waiver allowed by SB
1383 requirements specified in 14 CCR Section 18984 11 is included with the request The
City shall review and approve or deny the waiver request Franchisee's request for
consideration of a waiver shall include the Customer's name and address, type of
Commercial Customer, reasons Customer may be eligible for the waiver, and evidence
such as, but not limited to Service Level data, photo documentation, weight records, and
technical assistance assessment results
6 8 2 Waiver Reverification
It shall be the responsibility of the Franchisee to verify that the Customers with de
minim's, physical space constraint, Collection frequency, or other waiver allowed under
SB 1383, continue to meet the waiver requirements set forth in this Section Franchisee
shall conduct such reverifications of waivers through inspection of each Customer's
Premises and review of applicable records at least once every five (5)years for de minimis
and physical space constraint waivers The Franchisee shall maintain a record of each
waiver verification and provide a report to the City documenting the waiver
reverifications performed and recommendations to the City on those waivers that
Franchisee concludes are no longer warranted The City shall make a final determination
of the waiver eligibility of Customers
6 8 3 Franchisee Recordkeeping of Customer Granted Waivers
Upon Franchisee request, no more than four (4) times per year, the City shall provide
Franchisee an updated listing of waivers approved by the City, including the Customers'
names, mailing address, service address, and type of waiver Franchisee shall maintain
waiver-related records and report on waiver verifications
6 9 Inspection and Enforcement
6 9 lAnnual Compliance Reviews
a) General Franchisee shall perform compliance reviews described in this Section
commencing October 1, 2022, and at least at the end of every calendar year, thereafter
unless otherwise noted
b) Commercial Customer Compliance Reviews The Franchisee shall complete a
compliance review of all Commercial Customers that generate two (2) cubic yards
or more per week of Solid Waste, including Organic Waste, to determine their
compliance with (i) Customer requirements under the City's Solid Waste
Collection program, and, (ii) if applicable for the Customer, Self-hauling
requirements pursuant to 14 CCR Section 18988 3 and the Municipal Code,
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including whether a Commercial Customer is complying through Back-hauling
Source Separated Recycled and Organics Waste Source Separated Organic
Materials The compliance review may mean a 'desk' review of records to
determine Customers' compliance with the above requirements and does not
necessarily require on-site observation of service, however, the City may require
that the Franchisee perform an on-site observation of service in addition to or in
lieu of the desk review if needed to obtain the required information
6 9 2 Compliance Review Process
a) Number of Reviews The Franchisee shall conduct enough compliance reviews,
Hauler Route Reviews, and inspections of Customers, to adequately determine the
Customers' overall compliance with Applicable Laws, including without limit SB
1383 Regulations, AB 1826, AB 341, and the Municipal Code The number of
reviews shall be no less than one (1) per year The City reserves the right to require
additional inspections, if the City determines in its sole discretion that the number
of inspections conducted by the Franchisee is insufficient The City may require the
Franchisee to prioritize inspections of entities that the City determines are more
likely to be out of compliance
b) Non-Compliant Entities From October 1, 2022, through June 30, 2023, Franchisee
shall provide educational materials in response to non-compliant Commercial
Customers Franchisee shall provide these educational materials to the non-
compliant Customers within thirty (30) days of determination of non-compliance
or immediately upon determination of non-compliance if such non-compliance is
determined during an inspection or a Route Review Franchisee shall document
the non-compliant Customers and the date and type of education materials
provided and shall report such information to the City Beginning January 1, 2024,
the Franchisee shall, in addition to providing the education materials described in
this subsection, document non-compliant Customers determined through
Franchisee's compliance reviews pursuant to Section 6 9 and shall report all
Customers with violations of SB 1383 Regulations to the City The City shall be
responsible for subsequent enforcement action against the Customers
c) Documentation of Inspection Actions The Franchisee shall generate a written
and/or electronic record and maintain documentation for each inspection, hauler
Route Review, and compliance review conducted and shall provide copies to the
City on request
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6 10 Service Complaints
6 10 1 General
The Franchisee agrees to maintain a computer database log of all oral and written
Complaints received by Franchisee from Customers or other Persons Franchisee shall be
responsible for the prompt and courteous attention to, and prompt and reasonable
resolution of, all Customer Complaints Franchisee shall maintain a log of all Complaints
received including, but not limited to, the date and time of the Complaint, the nature of
the Complaint, the person making the Complaint and their contact information, and how
and when the Complaint was resolved Franchisee agrees to maintain for a period of at
least three (3) years all Complaints registered by Customers and Persons
6 10 2 SB 1383 Regulatory Non-Compliance Complaints
For Complaints received in which the Person alleges that a Customer is in violation of SB
1383 Regulations, Franchisee shall document the information The Franchisee shall
provide this information in a brief Complaint report to the City for each SB 1383
Regulatory non-compliance Complaint within ten (10) working days of receipt of such
Complaint, and a monthly summary report of SB 1383 Regulatory non-compliance
Complaints
6 10 3 Investigation of SB 1383 Regulatory Non-Compliance Complaints
Franchisee shall commence an investigation, within thirty (30) days of receiving a
Complaint in the following circumstances (i) upon Franchisee receipt of a Complaint that
an Customer may not be compliant with SB 1383 Regulations, and, (ii) upon City request
to investigate a Complaint received by the City, in which the City determines that the
allegations against the Customer, if true, would constitute a violation of SB 1383
Regulations Franchisee is required to investigate Complaints against Customers, but not
against Food Recovery Organizations, or Food Recovery Services
Franchisee shall investigate the Complaint using one or more of the methods
a) Reviewing the Service Level of the Customer that may not be compliant with SB
1383 Regulations, and
b) Reviewing the waiver list to determine if the Customer has a valid de minim's,
physical space constraint, Collection frequency, or other waiver allowed by SB
1383, and
c) Reviewing the Self-haul registration list to determine if the Customer has
registered and reviewing the Customer's reported Self-haul information, and
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d) Inspecting Premises of the Customer identified by the complainant, if warranted,
and/or
e) Contacting the Customer to gather more information, if warranted
6 10 4 Reporting
Within ten (10) working days of completing an investigation of an SB 1383 Regulatory
non-compliance Complaint, Franchisee shall submit an investigation complaint report
that documents the investigation performed, findings, and recommends to the City on
whether or not the Customer investigated is in violation of SB 1383 Regulations based on
the Franchisee's investigation The City Manager or his or her designee shall make a final
determination of the allegations against the Customer
6 11 Solid Waste Composition Studies
Franchisee acknowledges that City may need to perform Solid Waste generation and
Disposal characterization studies occasionally to comply with the requirements of AB 939
and other Applicable Laws and regulations Upon City request, but not more than once
every two years, Franchisee, at its sole expense, shall cooperate with such studies to
satisfy the requirements of AB 939 and other Applicable Laws and regulations
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SECTION 7 Standards of Performance
71 General
Franchisee shall always comply with Applicable Law and regulations as the same exist at
the time and provide services in a manner that is safe to the public and the Franchisee's
employees
7 2 Availability of Franchisee
Franchisee shall maintain an office for the purpose of receiving customer payments and
handling customer inquiries, orders and Complaints, via phone, mail, or e-mail The office
shall be open to the public between the hours of 8 00 a m to 5 00 p m , five (5) Days per
week, Monday through Friday, except Holidays A representative of Franchisee shall be
available during office hours for communication with the public at such office
Additionally, the Franchisee shall continue to employ the services of a telephone
representative, answering exchange, or message system for calls during non-business
hours and provide a telephone system sufficient and adequate to handle calls during peak
periods
7 3 Franchisee Liaison to the City
Franchisee shall be reasonably available to the City The Franchisee shall provide the City
Manager or their designee, the local Los Angeles County Sheriff's Department, and the
local Los Angeles County Fire Department with an emergency telephone number for
effectively reaching Franchisee in the case of off-hour emergencies Franchisee shall also
provide the City Manager or their designee with the cellular phone number of a
representative(s) with day-to-day managerial responsibility over Franchisee services
provided within the City One or more of the Franchisee's representatives described in
this Section shall visit City offices at such reasonable times as the City Manager or their
designee shall designate for the purpose of discussing any matters relating to this
Agreement or the Franchisee's performance thereof Any representative appointed by
the Franchisee shall occupy a position of sufficient managerial authority and knowledge
of day-to-day Franchisee operations as to be able to meaningfully discuss performance
issues with the City Manager or their designee
7 4 Hours and Dates of Collection
Franchisee shall so conduct its operations so 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 affected In accordance therewith, Collection services by Franchisee
shall not be performed prior to 7 00 a m and no later than 7 00 pm from Monday through
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Saturday, and no Collections shall be made on Sunday City may, from time to time, revise
the Collection hours specified in this Section by duly adopted resolution Further,
Franchisee shall observe the following Holidays annually (whereby there will be no
Collection services and Collection shall occur one non-Holiday weekday following the
Holiday)
• New Year' s Day
• Memorial Day
• Independence Day
• Labor Day
• Thanksgiving Day
• Christmas Day
Franchisee shall also observe any additional holidays coinciding with the holiday schedule
observed by the County to the extent such County-observed holiday results in the closure
of the County's Disposal Sites In any week in which one of these Holidays falls on a
Collection day, Collection will be delayed to the next business day Any changes to the
Holiday Collection schedule shall be approved by the City in advance in writing
7 5 Changes in Collection Schedule
The Contractor shall notify the City thirty (30) calendar days prior to any change in
Collection operations which results in a change in the day on which Solid Waste Collection
occurs The Contractor will not permit any Customer to go more than seven (7) calendar
days without service in connection with a collection schedule change The City's approval
of any change in collection is required prior to such change, and such approval will not be
withheld unreasonably
7 6 Citizen Complaints
The Franchisee shall commence response to all Complaints within eight (8) business
hours, shall return all customer phone calls within eight (8) business hours, and shall
exercise Reasonable Business Efforts to resolve all Complaints The City may, but is not
obligated to, respond to Complaints that have not been addressed within two (2) business
days and may charge the Franchisee for the actual costs incurred therefor In connection
herewith, Franchisee shall adequately staff its communication system so that it is capable
of handling all calls during peak business hours
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7 7 Record of Complaints
Franchisee shall maintain a record of all Complaints received by mail, e-mail, by telephone
or in person (including date, time, name, address of complainant and nature of
Complaint)for a period of three (3)years Franchisee will maintain records listing the date
of consumer Complaints, the customer, describing the nature of the Complaint or
request, and when and what action was taken by the Franchisee to resolve the Complaint
Copies of all Complaints and records described in this Section shall be submitted to the
City Manager, or designee on a quarterly basis, no later than thirty (30) business days
following the end of each quarter
7 8 Disputes
Disputes between the Franchisee and its Customers regarding the services provided in
accordance with this Agreement may be resolved by the City, provided, however,the City
shall not be obligated to resolve any such disputes The City Manager or designee may
prescribe the procedures for processing Customer Complaints If the City chooses to
resolve a dispute,the City's decision shall be final and binding unless challenged in a court
of competent jurisdiction
7 9 Tags and Records of Non-Collected Materials
The Franchisee shall notify Customers in the event any item left for Disposal is not picked
up Said notification shall be in the form of a written tag placed upon the Customer's
Container, stating Franchisee's telephone, mailing address, and electronic mail address,
and the reason for non-collection Reasons for non-collection may include but are not
limited to the following Containers inaccessible to Franchisee (after Franchisee has made
a reasonable effort to secure access), improper Container or use of a non-Franchisee
Provided Container, Container overfilled, overweight Container (in excess of 175 lbs per
cubic yard), or, the Container includes Hazardous Waste or Prohibited Container
Contaminates The Franchisee shall maintain a record of all items not collected
7 10 Property Damage Caused by Franchisee
The Franchisee shall be responsible for the cost of repairing any property damaged by the
Franchisee or its agents The City may, but is not obligated to, respond to Complaints that
have not been addressed in accordance with Section 7 6 hereof and may charge the
Franchisee for the actual costs incurred by the City therefor plus overhead charges equal
to thirty (30%) of the City's expenses in Collection
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7 11 Quality of Service Surveys
The City may, at its own expense, conduct periodic quality of service surveys of
Franchisee's customers Prior to finalizing the survey form, the City shall review the survey
with the Franchisee Results of the quality-of-service survey shall be reviewed with the
Franchisee and used to discuss improvements in service delivery
7 12 Annual Route Audit
At least once annually, Franchisee shall, at its own expense, conduct an audit of its
Collection routes The annual route audit shall include the truck identity servicing each
route, number of accounts serviced per route,frequency of pick-ups, size of container for
each account on the route, frequency of service for each account on the route, as well as
the weight of the truck and refuse delivered to the applicable Disposal Site Results of the
annual route audit shall be available for review by the City
7 13 On-Call Equipment and Personnel
During normal business hours, the Franchisee shall have "On-call" at least one (1) truck
to handle called-in pick-ups or missed Collections After normal business hours, the
Franchisee shall have "On-Call" the necessary manpower and equipment (including
without limitation an emergency service vehicle to attend to Complaints or emergency
calls) to respond to customer emergencies that are an immediate threat to life or
property Franchisee's on-call equipment and personnel shall also be available to assist
the City with debris Collection and removal within a reasonable time resulting from
emergencies and natural disasters, excepting that nothing in this Section shall require
Franchisee to Collect, Transport or Dispose of waste that Franchisee is not permitted to
handle
7 14 Collection Standards
Franchisee shall provide Commercial Collection service with as little disturbance as
possible and shall leave any Container in an upright position and leave Cans, Carts, and
Bin Containers at the same point from which they were Collected without obstructing
alleys, roadways, driveways, sidewalks, or mailboxes
7 15 Collection Vehicle Requirements
7 15 1 General
Franchisee shall continue to provide a fleet of Collection vehicles sufficient in number and
capacity to perform efficiently the work required by this Agreement in strict accordance
with its terms Franchisee agrees to maintain each piece of equipment used by it in good
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order and repair, and not more than ten (10) years of age All vehicles shall be uniformly
painted and fully equipped for efficient automated Collection All vehicles shall be
registered with the California Department of Motor Vehicles and shall meet or exceed all
applicable State and local requirements, including all applicable air pollution control laws
Each vehicle shall also carry a fire extinguisher, first aid kit and a broom and shovel to be
used for the immediate removal of any spilled material All spilled material shall be
immediately removed by Franchisee Franchisee shall be responsible for the cost of
repairing all damage to public and private property caused by Franchisee's vehicles
Franchisee shall comply with the requirements of the Air Resources Board, or any
successor agency, regarding Solid Waste Collection Vehicles, found in Title 13, California
Code of Regulations, Sections 2020 through 2021 2, as may be amended from time to
time The City may require the Franchisee to improve or upgrade Collection vehicles to
incorporate the latest technology available to control environmental impacts of the
services provided in this Agreement
7 16 Truck Bodies
All truck bodies used by Franchisee shall be watertight and leak-proof and shall be so
constructed as to prevent odors or the falling, leaking or spilling of Solid Waste,
Recyclables, Organic Waste, or other Discarded Materials Franchisee shall maintain all
trucks and equipment used within City in good mechanical condition and the same shall
be clean and uniformly painted and numbered All trucks and equipment shall have
painted thereon, or affixed thereto, in letters and numbers at least six(6) inches in height,
the name and telephone number of Franchisee, which name and telephone shall be
clearly visible at all times Each vehicle utilized by Franchisee shall be identified by
numerals at least six (6) inches in height in a location or locations on such vehicles to be
clearly visible at all times A list showing each vehicle so identified shall be made available
to City and maintained in the current status by Franchisee and, upon notice given by City,
Franchisee shall make the equipment available for inspection If City finds that any truck
or equipment being used by Franchisee is not in satisfactory condition then the truck or
equipment requiring correction of defects shall not be used by Franchisee in the
performance of the Agreement until corrected to the reasonable satisfaction of City In
addition, if Franchisee's trucks are inspected by any other public agencies, copies of any
inspection report shall be made available to the City upon request
7 16 1 Backup Alarm
Each vehicle used for Collecting, Transporting or Disposing of Solid Waste, Recyclables
Materials, or Organic Waste shall be equipped with an audible warning device that is
activated when the vehicle is backing up The warning device shall operate
automatically and immediately while the vehicle is backing The warning sound shall
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be of such magnitude that it will be at least 100 decibels and be audible from a
distance of 200 feet
7 16 2 Gross Vehicle-Weight Limit
No vehicle used for Collecting, Transporting or Disposing of Solid Waste, Recyclables
Materials, or Organic Waste Discarded Materials shall be loaded in excess of the
manufacturer's gross vehicle weight rating or in excess of the maximum weight specified
by the California Vehicle Code, whichever is less Evidence of the manufacturer's name
and gross vehicle weight rating shall be maintained in, or upon, every vehicle
7 16 3 Preventive Maintenance and Repair Program
Within thirty (30) Days of the Effective Date of this Agreement, Franchisee shall have
implemented a complete and comprehensive preventive maintenance and repair
program, or if such repair program has already been implemented, Franchisee shall
continue its performance thereof Upon request, Franchisee shall provide a copy of its
preventative maintenance program to City for its review Franchisee shall perform all
scheduled maintenance functions in accordance with the manufacturer's specifications
and schedule and shall inspect each vehicle daily to ensure that all equipment is in good
working order Franchisee shall keep accurate records of all vehicle maintenance and
repairs, recorded according to date and mileage, nature of maintenance or repair and the
signature of a maintenance supervisor or mechanic that the maintenance or repair has
been properly performed Franchisee shall make such maintenance records available to
City on request
7 16 4 Vehicle Cleaning
Franchisee shall wash its vehicles completely at least once a week and steam-clean them
on a regular basis so as to present a clean appearance and minimize odors
7 16 5 Vehicle Storage
No vehicle used by Franchisee in performance of this Agreement shall be stored on any
public street or other public property in the City All Franchisee's vehicles if kept within
the boundaries of the City shall at all times when not in use be kept on property owned
or leased by the Franchisee and of the proper zoning, either within a building or fenced
yard
7 16 6 Litter Abatement
a) Minimization of Spills Franchisee shall use due care to prevent Solid Waste,
Recyclables, Organic Materials or fluids from leaking, being spilled and/or
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scattered during the Collection or Transportation process If any Solid Waste,
Recyclables, Organic Materials or fluids leak or spill during Collection, Franchisee
shall promptly clean up all such materials Each Collection Vehicle shall carry a
broom, shovel, absorbent, and containment materials at all times for this purpose
Franchisee shall not transfer loads from one vehicle to another on any public
street, unless it is necessary to do so because of mechanical failure, or accidental
damage to a vehicle, without prior written approval by City
b) Clean Up During the Collection or Transportation process, Franchisee shall clean
up all litter spilled during Collection or otherwise caused by Franchisee Franchisee
shall leave a notice for Customer if litter not caused by Franchisee is found in
Container enclosure or around Containers
c) Covering of Loads Franchisee shall properly cover all Containers containing Solid
Waste during Transport to the Disposal Site
7 17 City Inspections
Franchisee shall give the City at least fifteen (15) Days prior written notice of any vehicle
inspection to be performed by the California Highway Patrol ("CHP") and the City may
elect to observe the CHP inspection Without limiting the City's right to observe the CHP
inspections, City reserves the right to cause any vehicle used in performance of this
Agreement to be inspected and tested at any commercially reasonable time and in such
manner as may be appropriate to determine that the vehicle is being maintained in
compliance with the provisions of the Rancho Palos Verdes Municipal Code and the State
Vehicle Code, including but not limited to California Vehicle Code §§ 27000(b), 23114,
23115, 42030, 42032, and all Vehicle Code Sections regarding smog equipment
requirements City may direct the removal of any vehicle from service if that vehicle is
found to be in nonconformance with applicable codes No vehicle directed to be removed
from service shall be returned to service until it conforms with applicable codes and such
conformance has been acknowledged by City The City may elect in its sole discretion to
hire an independent contractor to perform a comprehensive inspection of Franchisee's
vehicles If the City hires an independent contractor to perform the inspection on behalf
of the City the Franchisee shall pay for the cost of such inspection City shall act prudently
in requesting any such inspection
7 17 1 Brake Inspections
The brake system of each vehicle used in performance of this Agreement shall be
inspected pursuant to State law Upon request by City, notice of certification shall be filed
with the City within thirty (30) Days after each such certification Failure to submit the
required certification shall be grounds for terminating this Agreement
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7 18 Correction of Defects
Following any inspection, the City Manager or their designee shall have the right to
reasonably require Franchisee to take out of service any vehicles and equipment not in
good working order and cause Franchisee to recondition or replace any vehicle or
equipment found to be unsafe, unsanitary or unsightly within thirty (30) Days of
notification of defect in such vehicle or equipment The City Manager or their designee's
determination may be appealed to the City Council
7 19 Containers Condition
Franchisee at its sole cost and expense shall maintain all Provided Containers in good
condition and repair as needed and shall clean and/or paint each Container annually, if
needed More frequent cleaning and painting shall be conducted by Franchisee if needed
Franchisee shall, at no charge, replace any Franchisee Provided Containers which become
unusable by reason of normal conditions of wear and tear If damages occur to a Provided
Container necessitating repairs or replacement of the Container, and if said damages
were incurred as a direct result of customer negligence, the customer may be liable for
such repair costs and/or replacement costs for the Container During all times that a
Franchisee Provided Container is in the custody and control of Franchisee, Franchisee
shall not store such Container in or on public streets or rights-of-way
7 19 1 Bins
Franchisee shall provide Bin Collection Customers with Bins required during the Term of
this Agreement The size and quantity of Bins shall be determined by mutual agreement
between the Customer and Franchisee and shall be subject to City approval The
Franchisee shall maintain Bins in a clean condition and free from Putrescible residue Bins
shall be watertight, and constructed of heavy metal, or other durable material Bins shall
be well painted and maintained in good repair
Franchisee shall mark each Bin with the name of Franchisee and phone number in letters
not less than three (3) inches high Bins shall be labeled to include instructions on what
materials should and should not be placed in the Bin All Bins shall be painted a uniform
color to comply with the Container color requirements of 14 CCR Section 18984 1 and
Section 18984 7
Franchisee Provided Containers that have graffiti on them must be (i) removed and
replaced, or (ii) cleaned of all graffiti, or (iii) repainted to a like-new appearance within 24
hours of Franchisee reasonably becoming aware of such graffiti
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If new laws or regulations are enacted such that additional receptacles are required to be
provided to Customers for purposes of complying with such new laws, Franchisee will
supply appropriate Containers
Commercial Franchisee Provided Containers shall be steam-cleaned at least once per year
at no cost to the City or Customers in a manner that does not materially disrupt the
services provided under this Agreement or create a nuisance
Commercial Franchisee Provided Containers shall not block/ obstruct traffic motorists'
line of sight in any direction and shall not infringe on any driveway approach,fire hydrant,
emergency facility, utility cabinet, or any other access whatsoever Commercial
Franchisee Provided Containers shall have cones or delineators, reflectors, and
reflectorized tape at corners Containers will be equipped with wheel chocks to prevent
movement of the Container
7 20 Personnel
7 20 1 General
Franchisee shall furnish such qualified drivers, mechanical, supervisory, clerical, and other
personnel as may be necessary to provide the services required by this Agreement in a
courteous, safe and efficient manner Franchisee shall keep itself fully informed of
existing and future State and Federal laws, rules and regulations in any manner affecting
those engaged and employed in or on the work contemplated in this Agreement or in any
way affecting the conduct of that work and of all orders or decrees of bodies of officials
having jurisdiction or authority over the same, and shall, at all times, observe and comply
with and cause any and all persons employed by Franchisee or under Franchisee to
observe and comply with all such laws, ordinances, rules, regulations, orders, and decrees
and Applicable Laws Franchisee and any subcontractors and/or employees under
Franchisee shall comply with and be governed by the law of the State of California having
to do with working hours as set forth in the Labor Code of the State of California, as the
same may be amended from time to time
7 20 2 Driver Qualifications
All Franchisee's drivers shall be trained and qualified in the operation of Collection
vehicles and must have in effect a valid license, of the appropriate class, issued by the
California Department of Motor Vehicles
7 20 3 Uniforms and Identification Badges
Franchisee shall require its drivers and all other Collection personnel to wear a suitable
and appropriate uniform as a means of identifying the employee All employees of
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Franchisee who come into contact with the public shall carry suitable identification
badges or cards upon their person
7 20 4 Employee Appearance and Conduct
All employees, while engaged in the Collection of Solid Waste and/or Recyclables within
the City or otherwise engaged in services described in this Agreement, shall be attired in
uniform At least one member of every Collection truck crew shall be able to read and
speak English Franchisee shall use its best efforts to assure that all employees present a
neat appearance and conduct themselves in a courteous manner Franchisee shall
regularly train its employees in customer courtesy, shall prohibit the use of loud or
profane language, and shall instruct Collection crews to perform the work as quietly as
possible If any employee is found not to be courteous or not to be performing services in
the manner required by this Agreement, Franchisee shall take all appropriate corrective
measures
7 20 5 Safety Training
Franchisee shall provide suitable operational and safety training for all its employees who
use or operate vehicles or equipment for Collection of Solid Waste or who are otherwise
directly involved in such Collection Franchisee shall train its employees involved in Solid
Waste, Recycling, Organics Discarded Materials, or any Collection services described in
this Agreement, to identify,and not to Collect, Hazardous Wastes/Substances or Excluded
Waste Franchisee and its employees shall comply with the terms of all contracts between
the Los Angeles County Department of Public Works and any Disposal Site that is used by
the Franchisee
7 20 6 Safety
All work performed pursuant to this Agreement shall be performed in a manner that
provides safety to the public and meets or exceeds safety standards outlined by the
California Construction Safety Orders under the State of California Code of Regulations
("CAL-OSHA") City reserves the right to issue restraint or cease and desist orders to
Franchisee when unsafe or harmful acts are observed or reported to City Franchisee shall
instruct its employees to report immediately any hazardous conditions or Hazardous
Wastes/Substances they observe within the City during the course of their work to the
City
7 20 7 Non-Discrimination
Franchisee covenants that, by and for itself, its heirs, executors, assigns and all persons
claiming under or through them, that there shall be no discrimination against or
segregation of, any person or group of persons on account of race, color, creed, religion,
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sex, marital status, national origin, sexual orientation, or ancestry in the performance of
this Agreement Franchisee shall take affirmative action to ensure that applicants are
employed and that employees are treated during employment without regard to their
race, color, creed, religion, sex, marital status, sexual orientation, national origin or
ancestry
7 20 8 No Gratuities
Franchisee shall not permit its employees or subcontractors to demand or solicit, directly
or indirectly, any additional compensation or gratuity from members of the public for the
work performed by those employees or subcontractors pursuant to this Agreement
7 20 9 Notice of Labor Disputes
Franchisee shall advise City in writing at the time any negotiations are undertaken
between the Franchisee and its employees relating to the wages and benefits that are
likely to result in any new or continuation of a strike, lock out, walkout, boycott or other
labor dispute
7 21 Hazardous Materials Inspection and Handling
The scope of this Agreement and franchise excludes the handling of Hazardous Waste and
Substance Materials, and no right to provide Hazardous Substances Materials handling
services is conferred on the Franchisee as a result of this Agreement Franchisee shall
ensure that only persons duly-licensed to handle Hazardous Waste/Substance Materials
shall be engaged when such services become necessary
Franchisee shall implement a system of Hazardous Waste/Substance screening,
identification, and prevention protocol reasonably designed to screen-out Hazardous
Waste/Substances and prohibited materials that the Franchisee is not permitted to
handle pursuant to Applicable Laws prior to Franchisee accepting such materials If the
Franchisee inadvertently collects Hazardous Waste/Substances or other materials that
Franchisee is not qualified or permitted to handle(under any applicable permit conditions
or Applicable Laws), the Franchisee shall arrange, at no cost and without liability to City,
for the proper disposal of such materials in accordance with Applicable Laws and
regulations, provided however, that the Franchisee shall be entitled to return any such
Hazardous Waste/Substances, if the customer can be identified, or at its own expense
pursue all legal rights and remedies at may have against the customer(s) who generated
such materials The City shall be indemnified by the Franchisee from liability for any
disposal of Hazardous Waste/Substances or other materials that Franchisee is not
qualified or permitted to handle pursuant to Section 11 2 hereof
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7 22 Diversion Requirements
7 22 1 State Mandate
The Refuse Impact Reduction Laws currently set the directive of Diverting Solid Waste
from Landfills The City anticipates that the State Legislature will adopt new legislation
that will increase the minimum Diversion requirement Upon the effective date of any
new legislation that affects the Diversion requirements currently imposed by the current
Refuse Impact Reduction Laws, Franchisee agrees to implement a revised or new
Diversion program meeting such amended legislative requirements, to the extent
reasonably necessary to enable the City to comply with the Refuse Impact Reduction
Laws Failure to implement an amended Diversion program based upon new State
legislation mandating Waste Diversion levels shall constitute a default of this Agreement
7 22 2 Development of Diversion Program
Upon City's request, Franchisee shall meet and confer with City in good faith to jointly
develop Solid Waste Diversion strategies and develop Diversion programs adequate to
meet the requirements established by the State In the event of any change to State or
regional laws, regulations or mandates setting new Diversion requirements applicable to
the City, the Parties shall promptly meet and confer to negotiate in good faith the
implementation of such amendments to law through the City's Solid Waste Diversion
program City and the Franchisee shall reasonably cooperate in good faith to meet
statutory Diversion requirements and otherwise to ensure compliance with the Refuse
Impact Reduction Laws If the City and Franchisee cannot agree on a program within
ninety (90) Days after initially commencing any meet and confer process, City shall be
entitled to specify the program to be implemented
7 23 Oversight of City Manager or Designee
Performance of each of the provisions of this Agreement shall be under the direction of
the City Manager or designee and the work in this Agreement shall be done in a thorough
and workmanlike manner under the direction, and to the satisfaction,of the City Manager
or designee To this end, the City Manager or designee shall have the power to establish
rules and regulations relating to the accumulation, Collection, Recycling, Transportation,
Disposal, and management of Solid Waste not inconsistent herewith and/or as necessary
to ensure compliance with laws, ordinances and regulations, and which the City Manager
or designee finds are reasonably necessary for enforcement hereof or of Applicable Laws,
ordinances and regulations, or for preservation of the public peace, health, and safety
Franchisee shall be given thirty (30) Days prior written notice of any such changes in rules
or regulations excepting in those circumstances where the changes are necessitated by
an immediate threat to the public health, safety and/or welfare
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SECTION 8 Recordkeeping and Reporting
81 Recordkeeping
Franchisee shall maintain Customer contact data, customer service, accounting,
statistical, operational, and other records related to its performance as shall be necessary
to provide reporting required by this Agreement and Applicable Laws, and to demonstrate
compliance with this Agreement and applicable laws (such as, but not limited to, AB 939,
AB 341, AB 1826, AB 876, AB 901, and SB 1383 statutes and corresponding regulations)
Franchisee shall maintain adequate records, and corresponding documentation, of
information required by Sections 8 2 and 8 5 of this section, such that the Franchisee is
able to produce accurate monthly, quarterly, and annual reports, and is able to provide
records to verify such reports Franchisee will make these records available and provide
to the City any record or documentation necessary for the City to fulfill obligations under
applicable law including, but not limited to,AB 939,AB 341,AB 1826, AB 876, AB 901, and
SB 1383 statutes and corresponding regulations, and, other current or future Federal,
State, or local statutes and regulations, as amended Upon request by the City, the
Franchisee shall provide access to Franchisee's requested records in a timely manner, not
to exceed ten (10) business days from the time of the City's request to Franchisee
8 1 1 Record Retention and Security
Records shall be maintained in forms and by methods that facilitate flexible use of data
contained in them to structure reports Franchisee's records shall be stored in one central
location, physical or electronic, that can be readily accessed by the Franchisee The City
reserves the right to require the Franchisee to maintain the records required in this
Agreement through the use of a City-selected web-based software platform, at
Franchisee's expense Franchisee shall retain all records and data required to be
maintained by this Agreement for the Term of this Agreement plus five (5) years after its
expiration or earlier termination Records and data shall be in chronological and organized
form and readily and easily interpreted Franchisee shall maintain adequate record
security to preserve records from events that can be reasonably anticipated such as a fire,
theft, and an earthquake Electronically-maintained data and records shall be protected
and backed-up To the extent that Franchisee utilizes its computer systems to comply with
record keeping and reporting requirements under this Agreement, Franchisee shall, on a
monthly basis, save all system-generated reports supporting those record keeping and
reporting requirements in a static format in order to provide an audit trail for all data
required City shall own all Customer data generated, received or retained by Franchisee
related to Customers and services provided under this Agreement
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8 1 2 City Ownership of Data Provided by Franchisee
Notwithstanding the data provided to City by Franchisee, upon receipt of any and all data
by Franchisee, ownership of data shall vest with City City shall retain ownership of all
data received by Franchisee for any and all services provided within the Franchise Area
8 1 3 Billing Records
The Franchisee shall maintain records of billings and receipts for a period of five (5) years
after the date of service for inspection by the City upon request at no cost
8 1 4 CERCLA Defense Records
The City views the ability to defend against the Comprehensive Environmental Response,
Compensation and Liability Act (CERCLA), State Hazardous Substance Law, and related
litigation as a matter of great importance For this reason, the City regards the ability to
prove where Discarded Materials Solid Waste Collected in the City was taken for Disposal,
as well as where it was not taken, to be of utmost importance The Franchisee shall
maintain data retention and preservation systems which can establish where Solid Waste
Discarded Materials Collected in the City was landfilled (and therefore establish where it
was not landfilled) and provide a copy of the tonnage reports required in Section 8 5 for
twenty-five (25) years after the Term during which Collection services are to be provided
pursuant to this Agreement, or to provide copies of such records to the City The
Franchisee agrees to notify the City at least ninety (90) days before destroying such
records This provision shall survive the expiration of the Term of this Agreement
8 2 Inspection of Franchisee's Other Accounts and Records
Franchisee's records of customer Complaints, Refuse Impact Reduction Laws compliance
records, maps, billing records, Gross Receipts, franchise fee payments and Customer
payment histories shall be available at the Franchisee's local office as set forth in Section
7 2 at any time during regular business hours for inspection on twenty-four (24) hours'
notice, and/or performance of financial review of Franchisee's records by the City or its
duly authorized representative in accordance with the Agreed Upon Procedures (as such
term is associated with standard audit procedures),for a period of five (5) years following
the close of the Franchisee's fiscal year Franchisee shall provide City with a copy of any
requested record at no cost to City
8 3 Payments and Refunds
The City may annually perform an Agreed Upon Procedure of Franchisee's books and
records Should the performance of an Agreed Upon Procedure by the City disclose that
the Franchise Fee or AB 939 Fee payable by the Franchisee was underpaid or that
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customers were overcharged for the period under review, Franchisee shall pay to City any
underpayments of the Franchise Fee or AB 939 Fee and/or refund to Franchisee's
Customers any overcharges Should the performance of an Agreed Upon Procedure by
the City disclose that Franchise Fee or AB 939 Fee were overpaid, City shall promptly
refund to Franchisee the amount of the overpayment
8 4 Cost of Agreed Upon Procedures
Should the City's performance of Agreed Upon Procedures disclose that the Franchise Fee
or AB 939 Fee payable by the Franchisee was underpaid by three percent (3%) or more,
or that Customers were overcharged by three percent (3%) or more, for the period under
review, Franchisee shall pay for the cost of City's performing the Agreed Upon Procedures
in addition to the reimbursing the City for the underpayment and/or refunded the
Customers for their overpayment
8 5 Reporting and Information Transfer
8 5 1 Reports and Data— Purpose and Format
Franchisee shall maintain records and data in forms that facilitate preparation of useful
reports, and the efficient transfer of needed data All reports and data shall be adequate
to enable the City to
a) Meet current and future reporting requirements to CalRecycle under Applicable
Laws, including but not limited to AB 939, AB 341, AB 1826, and SB 1383
b) Monitor the individual SB 1383 compliance of the Franchisee's Commercial
Customers
c) Determine and set rates and evaluate the efficiency of operations
d) Evaluate progress toward the City's waste Diversion and climate goals
e) Evaluate Customer service communications and Complaints The Franchisee may
propose report formats that are responsive to the City's objectives
The City reserves the right to approve or modify the format of each report The Franchisee
will provide a statement with each report that the report is true and correct
8 5 2 Customer Data Transfer
The Franchisee shall submit all reports by electronic means in a format compatible with
the City's computers and software The City reserves the right to require Franchisee to
periodically transfer Customer data via an Application Program Interface (API) to a City-
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selected web-based software platform (similar to 'Minerva®' or 'Recyclist'), at
Franchisee's expense
8 5 3 Reports-Schedule
Franchisee shall submit quarterly reports within thirty (30) calendar days after the end of
each quarter Franchisee shall submit annual reports before February 15 following the
reporting calendar year If requested by the City, the Franchisee shall submit to the City
its Complaint summary, described in Section 6 10, within five (5) days of request
All reports shall be sent electronically to the City electronically (via email) to
City Manager (or designated representative)
City of Rancho Palos Verdes
30940 Hawthorne Boulevard
Rancho Palos Verdes, CA 90275
publicworks@rpvca gov
8 5 4 Reports—Quarterly
Quarterly reports shall include, at a minimum, the following information
a) The amount in tons of material Collected by the Franchisee for the quarter, sorted
by type of material (Refuse, Recycling, Organics, Bulky Item waste, etc ) and type
of Customer (Commercial, Roll-off, etc )
b) The number of tons taken during the quarter to each Facility and where the tons
were Processed or disposed
c) A summary of the number of missed pickups
d) A summary of Commercial Customer information, including for each type of
Customer
i Total number of Commercial Customers, and
ii Number of each type of account subject to (i e , 'covered') under AB 341
and AB 1826, and
iii Number of accounts compliant with SB 1383 via participation in
Franchisee's recycling and Organics recycling programs, and
iv Number of Customers with waivers by type of waiver (such as de minim's,
physical space, Collection frequency), and
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v Number of Customers participating in an Edible Food recovery program,
and
vi The total number of Containers disposed due to the observation of
Prohibited Container Contaminants, and
vii Number of Compliance Reviews (pursuant to Section 6 8) conducted during
the quarter with a summary of the results, and
viii The number of Customers that received a Notice of Violation, and
ix Copies of public educational and outreach materials sent to commercial
customers
e) A Summary of Roll-off Customer information, including a The number of loads
hauled by type of Customer (permanent, C&D), and by material type
f) A summary of contamination monitoring activities, including
i Results of Route Reviews (Section 6 2 1 ) performed during the quarter, and
ii Results of Waste Evaluations (Section 6 2 2) performed during the quarter,
and
iii A list of all Customers issued warning notices for Contamination, and
iv A list of all Customers assessed Contamination Fees, if applicable, and
g) Quarterly status of the Franchisee's public education and outreach activities, and
h) Narrative summary of any problems encountered (including scavenging) during
the quarter and actions taken with recommendations for the City, as appropriate,
and
i) Any other information requested by the City
8 6 Annual Reports
Franchisee shall prepare and submit an annual report that summarizes the information in
the quarterly reports on an annual basis In addition to the information in the quarterly
reports, the annual report shall include, at minimum
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a) The Franchisee's annual waste Diversion rate calculated as follows The total
amount of Recycled Materials and Organic Waste Collected and Diverted from
Landfills, divided by the total amount of Solid Waste Collected, and
b) A recap of key events and accomplishments during the year, and
c) Copy of Hazardous Waste Diversion records showing types and quantities, if any,
of Hazardous Waste or Substances that was inadvertently Collected, but Diverted
from Landfilling, and
d) An inventory of vehicles and summary of the number of routes by type of service,
and
e) A summary of the Franchisee's education and outreach accomplishments during
the year, and
f) A summary of information recorded in the Franchisee's Complaint log (See Section
6 10), and
g) A summary of the quantity of recycled-content products and recovered-organic
products procured by Franchisee pursuant to Sections 6 6 and Section 6 6 1 of this
Agreement, and
h) Franchisee's most recent BASIC Score determined by the Federal Motor Carrier
Safety Administration, and
i) Any of Franchisee's terminal inspection reports resulting from the California
Highway Patrol's Basic Inspection of Terminals (BIT) program, and
j) A summary of Franchisee's Gross Receipts collected from Customers, and all fees
paid to the City, during the previous calendar year, and
k) Any other information requested by the City
8 6 1 Proprietary Information Public Records
The City acknowledges that a number of the records and reports of the Franchisee are
proprietary and confidential Franchisee is obligated to permit City inspection of certain
of its records, as provided in this Agreement, on demand and to provide copies to City
where requested City will endeavor to maintain the confidentiality of all proprietary
information provided by Franchisee and shall not voluntarily disclose such proprietary
information Notwithstanding the foregoing, any documents provided by Franchisee to
City that are public records may be disclosed pursuant to a proper public records request
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City shall notify Franchisee of any such request affecting Franchisee's records or reports
at least five (5) business days prior to their release, to enable the Franchisee to seek a
protective order or otherwise prevent disclosure, provided, however, that City's failure
to provide such notice shall not be a breach of this Agreement
8 6 2 Reporting of Adverse Information
Franchisee shall provide the City two (2) copies (one to the City Manager or designee and
one to the City Attorney) of all reports, pleadings, applications, notifications, Notices of
Violation, communications or other material relating specifically to the Franchisee's
performance of services pursuant to this Agreement, submitted by the Franchisee to, or
received by the Franchisee from,the United States or California Environmental Protection
Agency, CalRecycle, the Securities and Exchange Commission or any other Federal, State
or local agency, including any Federal or State court Copies shall be submitted to the City
simultaneously with the Franchisee filing or submission of such matters with said
agencies The Franchisee's routine correspondence to said agencies need not be routinely
submitted to the City but shall be made available to the City promptly upon the City's
written request
8 6 3 Failure to Report
The refusal or failure of Franchisee to file any required reports, or to provide required
information to City, or the inclusion of any materially false or misleading statement or
representation by Franchisee in such report shall be deemed a material breach of the
Agreement and shall subject Franchisee to all remedies which are available to the City
under this Agreement
The City shall have the right to inspect or review the specific documents or records
required expressly or by inference pursuant to this Agreement, or any other similar
records or reports of the Franchisee or its related party entities that the City shall deem,
in its sole discretion, necessary to evaluate annual reports, compensation applications
provided for in this Agreement and the Franchisee's performance provided for in this
Agreement Failure to make such records readily available shall be deemed a material
breach of this Agreement
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SECTION 9 City Fees
9 1 Franchise Fee
In consideration for the grant of the franchise provided in this Agreement, Franchisee
agrees to pay the City a Franchise Fee equaling five percent (5%) of the Gross Receipts
received by the Franchisee from the services provided in the City pursuant to this
Agreement
9 2 AB 939 Fee
To aid the City in complying with the Refuse Impact Reduction Laws, and during the entire
Term of this Agreement, Franchisee shall also pay to the City an AB 939 Fee of five percent
(5%) of Gross Receipts received by Franchisee from the services provided in the City
pursuant to this Agreement Further, to the extent Franchisee can show by documentary
evidence satisfactory to the City Manager or designee 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%)
9 3 Payment Protocol
All such Franchise Fees and AB 939 Fees required pursuant to this Section 9 3 shall be
made to City within thirty (30) Days of the conclusion of each calendar quarter during the
Term hereof, including any extension thereof Upon the expiration of any such thirty (30)
Day period, a delinquent assessment of twenty-five percent (25%) of the amount due per
month, or Two Hundred Dollars Even (200 00) whichever is higher, shall be levied against
any unpaid balance Each payment of the Franchisee Fee and AB 939 Fee shall be
accompanied by a statement setting forth the Gross Receipts collected by Franchisee and
the computation of the total of each fee due Each statement shall include the following
certification executed by an officer of the Franchisee
"I hereby certify that the foregoing statement of the
Franchise Fee and AB 939 Fee payments is made by
me, that I am authorized to make such statement,
and that, to the best of my knowledge and belief, it is
true, correct and complete "
No acceptance by City of any payment shall be construed as an accord that the amount is
the correct amount, nor shall such acceptance of payment be construed as a release of
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any claim City may have against Franchisee for any additional sums payable under the
provisions of this Agreement All amounts paid shall be subject to independent audit and
recompilation by City
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SECTION 10 Rates
10 1 Franchisee Sets Rates, Discounted Rate for Recyclables
Franchisee shall receive payment for services rendered under this Agreement according
to rates set by the Franchisee as set forth in the service contract between Franchisee and
Franchisee's Customers
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SECTION 11 Insurance and Indemnity
11 1 Insurance
Franchisee shall procure and maintain, at its sole cost and expense, in a form and content
satisfactory to City, during the entire term of this Agreement including any extension
thereof, the policies of insurance contained in Exhibit A hereto
11 1 1 Proof of Insurance
Franchisee shall provide certificates of insurance to City as evidence of the insurance
coverage required herein, along with a waiver of subrogation endorsement for workers'
compensation Insurance certificates and endorsements must be approved by City's Risk
Manager prior to commencement of performance Current certification of insurance shall
be kept on file with City at all times during the term of this contract City reserves the
right to require complete, certified copies of all required insurance policies, at any time
11 1 2 Duration of Coverage
Franchisee shall procure and maintain for the duration of the contract insurance against
claims for injuries to persons or damages to property, which may arise from or in
connection with the performance of the Work hereunder by Franchisee, his agents,
representatives, employees or subconsultants
11 1 3 Primary Noncontributing
Coverage provided by Franchisee shall be primary and any insurance or self-insurance
procured or maintained by City shall not be required to contribute with it The limits of
insurance required herein may be satisfied by a combination of primary and umbrella or
excess insurance Any umbrella or excess insurance shall contain or be endorsed to
contain a provision that such coverage shall also apply on a primary and non-contributory
basis for the benefit of City before the City's own insurance or self-insurance shall be
called upon to protect it as a named insured
11 1 4 Agency's Right to Enforcement
In the event any policy of insurance required under this Agreement does not comply with
these specifications or is canceled and not replaced, City has the right but not the duty to
obtain the insurance it deems necessary and any premium paid by City will be promptly
reimbursed by Franchisee or City will withhold amounts sufficient to pay premium from
Franchisee payments In the alternative, City may cancel this Agreement
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11 1 5 Acceptable Insurance
All insurance policies shall be issued by an insurance company currently authorized by the
Insurance Commissioner to transact business of insurance or is on the List of Approved
Surplus Line Insurers in the State of California, with an assigned policyholders' Rating of
A (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest
edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager
11 1 6 Waiver of Subrogation
All insurance coverage maintained or procured pursuant to this Agreement shall be
endorsed to waive subrogation against City, its elected or appointed officers, agents,
officials, employees and volunteers or shall specifically allow Franchisee or others
providing insurance evidence in compliance with these specifications to waive their right
of recovery prior to a loss Franchisee hereby waives its own right of recovery against City,
and shall require similar written express waivers and insurance clauses from each of its
subconsultants
11 1 7 Enforcement of Contract Provision (Non-Estoppel)
Franchisee acknowledges and agrees that any actual or alleged failure on the part of the
City to inform Franchisee of non-compliance with any requirement imposes no additional
obligations on the City nor does it waive any rights hereunder
11 1 8 Requirements Not-limiting
Requirements of specific coverage features or limits contained in this Section are not
intended as a limitation on coverage, limits or other requirements, or a waiver of any
coverage normally provided by any insurance Specific reference to a given coverage
feature is for purposes of clarification only as it pertains to a given issue and is not
intended by any party or insured to be all inclusive, or to the exclusion of other coverage,
or a waiver of any type If the Franchisee maintains higher limits than the minimums
shown above, the City requires and shall be entitled to coverage for the higher limits
maintained by the Franchisee Any available insurance proceeds in excess of the specified
minimum limits of insurance and coverage shall be available to the City
11 1 9 Notice of Cancellation
Franchisee agrees to oblige its insurance agent or broker and insurers to provide to City
with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10)
day notice is required) or nonrenewal of coverage for each required coverage
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11 1 10 Additional Insured Status
General liability policies shall provide or be endorsed to provide that City and its officers,
officials, employees, and agents shall be additional insureds under such policies This
provision shall also apply to any excess/umbrella liability policies
11 1 11 Prohibition of Undisclosed Coverage Limitation
None of the coverages required herein will be in compliance with these requirements if
they include any limiting endorsement of any kind that has not been first submitted to
City and approved of in writing
11 1 12 Separation of Insured
A severability of interests provision must apply for all additional insureds ensuring that
Contractor's insurance shall apply separately to each insured against whom claim is made
or suit is brought, except with respect to the insurer's limits of liability The policy(ies)
shall not contain any cross-liability exclusions
11 1 13 Pass-through Clause
Franchisee agrees to ensure that its sub-consultants, sub-contractors, and any other party
involved with the project who is brought onto or involved in the work by Franchisee,
provide the same minimum insurance coverage and endorsements required of
Franchisee Franchisee agrees to monitor and review all such coverage and assumes all
responsibility for ensuring that such coverage is provided in conformity with the
requirements of this section Franchisee agrees that upon request, all Agreements with
consultants, subcontractors, and others engaged in the project will be submitted to City
for review
11 1 14 Agency's Right to Revise Specifications
The City reserves the right at any time during the term of the contract to change the
amounts and types of insurance required by giving the Franchisee ninety (90) days
advance written notice of such change
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11 1 15 Self-insured Retentions
Any self-insured retentions must be declared to and approved by City City reserves the
right to require that self-insured retentions be eliminated, lowered, or replaced by a
deductible Self-insurance will not be considered to comply with these specifications
unless approved by City
11 1 16 Timely Notice of Claims
Franchisee shall give City prompt and timely notice of claims made or suits instituted that
arise out of or result from Franchisee's performance under this Agreement, and that
involve or may involve coverage under any of the required liability policies
11 1 17 Additional Insurance
Franchisee shall also procure and maintain, at its own cost and expense, any additional
kinds of insurance, which in its own judgment may be necessary for its proper
protection and prosecution of the work
11 2 Indemnification
Without regard to the limits of any insurance coverage, Franchisee agrees to indemnify,
defend with counsel appointed by the City, protect and hold harmless the City, its
representatives, officers, agents and employees against any and all fines, response costs,
assessments, actions, suits, injunctive relief, claims, damages to persons or property,
losses, costs penalties, obligations, errors, omissions or liabilities, ("claims or liabilities")
that may be asserted or claimed by any person, firm or entity arising out of or in
connection with (i) violations of the commerce clause of the U S Constitution, Refuse
Impact Reduction Laws,the Comprehensive Environmental Response, Compensation and
Liability Act, Title 42 U S C §9601 et seq ("CERCLA"), HSAA, RCRA, any other Hazardous
Waste laws, or other Federal, State or local environmental statutes, ordinances and
regulations which arise from this Agreement, (ii) the negligent performance of the work
or services of Franchisee, its agents, employees, subcontractors, or invitees, provided for
in this Agreement, (iii) the negligent acts or omissions of Franchisee, or arising from
Franchisee's negligent performance of or failure to perform any term, provision, covenant
or condition of this Agreement, whether or not there is concurrent passive or active
negligence, on the part of the City, its representatives, officers, agents or employees but
excluding such claims or liabilities arising from the sole negligence or willful misconduct
of the City, its representatives, officers, agents or employees,who are directly responsible
to the City, and in connection therewith
Page 78 of 94
a) Franchisee will defend any action or actions filed in connection with any of said
claims or liabilities and will pay all costs and expenses, including legal costs and
attorneys' fees, incurred in connection therewith,
b) Franchisee will promptly pay any judgment rendered against the City, its officers,
agents or employees for any such claims or liabilities arising out of or in connection
with the negligent performance of or failure to perform such work or services of
Franchisee in this Agreement, and Franchisee agrees to save and hold the City, its
officers, agents and employees harmless therefrom,
c) In the event the City, its officers, agents or employees is made a party to any action
or proceeding filed or prosecuted against Franchisee for such damages or other
claims arising out of or in connection with the negligent performance of or failure
to perform the work or services of Franchisee in this Agreement, Franchisee agrees
to pay to the City, its officers, agents or employees, any and all costs and expenses
incurred by the City, its officers, agents or employees in such action or proceeding,
including but not limited to, legal costs and attorneys' fees
Franchisee's obligations in this Section 11 2 shall survive the termination or expiration
of this Agreement
11 3 Refuse Impact Reduction Laws Guarantee Indemnification
Without in any way limiting the indemnification provisions in Section 112 above,
Franchisee unconditionally guarantees compliance for each of its Customers in the City
with the requirements of the Refuse Impact Reduction Laws, to the extent permitted by
law, as amended from time to time Franchisee shall carry out its obligations under this
Agreement so that the City will meet or exceed the Diversion requirements set forth in
the Refuse Impact Reduction Laws, and all amendments thereto City and Franchisee shall
reasonably assist each other to meet the City's Diversion requirements under the Refuse
Impact Reduction Laws In carrying out the provisions of this Section, Franchisee agrees
to perform the following obligations at its sole cost and expense
a) Defend, with counsel approved by City, indemnify and hold harmless the City
against all fines and/or penalties imposed by CalRecycle, if Franchisee fails or
refuses to provide information relating to its operations which is required under
this Agreement and such failure or refusal prevents or delays City from submitting
reports required by the Refuse Impact Reduction Laws in a timely manner,
b) Assist City in preparing for, and participating in, any review of the City's source
reduction and recycling element pursuant to Public Resources Code Section 41825,
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c) Assist City in conducting any hearing conducted by CalRecycle relating to the
Refuse Impact Reduction Laws, or in any other investigative or enforcement
manner undertaken by any agency,
d) Defend, with counsel acceptable to City, and indemnify and hold harmless the City
against any fines or penalties levied against it for violation of the Diversion
requirements under the Refuse Impact Reduction Laws, provided that Franchisee's
obligation to indemnify City shall be subject to the limitations set forth in Public
Resources Code Section 40059 1 as may be amended from time to time,
e) Cooperate with the City, should it seek to become its own enforcement agency, to
the extent it may be permitted under State law
Franchisee's obligations in this Section 11 3 shall survive the termination or expiration of
this Agreement
Page 80 of 94
SECTION 12 Transfer of Interest
12 1 Restrictions on Transfer
The City, in entering into this Agreement, has placed a special value, faith and confidence
in the experience, background, and expertise of the Franchisee in the field of waste
Disposal Such faith and confidence being a substantial consideration in the granting of
this Agreement warrants the transfer restrictions provided in this SECTION 12
12 2 Definition of Transfer
As used in this Section, the term "Transfer" shall include any hypothecation, mortgage,
pledge, or encumbrance of this Agreement by Franchisee, subject to the exceptions set
forth in Section 12 4 below A Transfer shall also include the transfer to any person or
group of persons acting in concert of more than thirty percent (30%) of the present equity
ownership and/or more than thirty percent (30%) of the voting control of Franchisee
(jointly and severally referred to in this Agreement as the "Trigger Percentages"), taking
all transfers into account on a cumulative basis, except transfers of such ownership or
control interest to an Affiliate owned or controlled by the present beneficial owners of
Franchisee or members of their immediate family, or between members of the same
immediate family, or transfers to a trust, testamentary or otherwise, in which the
beneficiaries are limited to members of the transferor's immediate family A transfer of
interests (on a cumulative basis) in the equity ownership and/or voting control of
Franchisee in amounts less than Trigger Percentages shall not constitute a Transfer
subject to the restrictions set forth in this Agreement In the event Franchisee or its
successor is a corporation or trust, such Transfer shall refer to the transfer of the issued
and outstanding capital stock of Franchisee, or of beneficial interests of such trust, in the
event that Franchisee or any general partner comprising Franchisee is a limited or general
partnership or a limited liability company, such Transfer shall refer to the transfer of more
than the Trigger Percentages in the limited or general partnership or limited liability
company interest, in the event that Franchisee or any general partner is a joint venture,
such Transfer shall refer to the transfer of more than the Trigger Percentages of such joint
venture partner, taking all transfers into account on a cumulative basis
12 3 Transfers Require City Approval
Franchisee shall not Transfer this Agreement or any of Franchisee's rights in this
Agreement, directly or indirectly, voluntarily or by operation of law, except as provided
below, without the prior written approval of City Manager—unless the Transfer is of such
significance that, in the sole discretion of the City Manager, the approval of the City
Council is required—and if so purported to be transferred, such Transfer shall be null and
void Franchisee will submit its request for City consent to the City together with
Page 81 of 94
documents, including but not limited to (i) the transferee's audited financial statements
for at least the immediately preceding three (3) operating years, (ii) proof that the
proposed transferee has municipal Solid Waste management experience on a scale equal
to or exceeding the scale of operations conducted by Franchisee, (iii) proof that in the last
five (5) years, the proposed transferee has not suffered any citations or other censure
from any Federal, State, or local agency having jurisdiction over its waste management
operations due to any significant failure to comply with Federal, State, or local waste
management law and that the transferee has provided the City with a complete list of
such citations and censures, (iv) proof that the proposed transferee has at all times
conducted its operations in an environmentally safe and conscientious fashion, (v) proof
that the proposed transferee conducts its municipal Solid Waste and Recycling
management practices in accordance with sound waste management practices in full
compliance with all Federal, State, and local laws and all Applicable Laws regulating the
Collection and Disposal of Discarded Materials waste, including Hazardous Waste, (v)
proof that the transferee's officers or directors have no criminal convictions for fraud,
deceit, false claims or racketeering with respect to the transferee's course of business,
(vi) a "transition plan" describing how Franchisee proposes to efficiently transition the
rights and obligations in this Agreement to the transferee or assignee without material
disruptions to service, and (vii) any other information required by the City to ensure the
proposed transferee can fulfill the terms of this Agreement, including the payment of
indemnities and damages and provision of bonds and/or the Standards of Performance
in Section 5 1, in a timely, safe, and effective manner
12 4 Exceptions
The requirement to obtain City approval for a Transfer shall not apply to any of the
following
a) Any mortgage, deed of trust, sale/lease-back, or other form of conveyance for
financing and any resulting foreclosure therefrom
b) A sale or transfer resulting from or in connection with a reorganization as
contemplated by the provisions of the Internal Revenue Code of 1986, as amended
or otherwise, in which the ownership interests of a corporation are assigned
directly or by operation of law to a Person or Persons, firm or corporation which
acquires the control of the voting capital stock of such corporation or all or
substantially all of the assets of such corporation
c) A sale or transfer to an Affiliate of Franchisee owned or controlled by the present
beneficial owners of Franchisee or members of their immediate family, or
between members of the same immediate family, or transfers to a trust,
Page 82 of 94
testamentary or otherwise, in which the beneficiaries are limited to members of
the transferor's immediate family
12 5 Assumption of Obligations
No attempted Transfer of any of Franchisee's obligations in this Agreement shall be
effective unless and until the successor party executes and delivers to City an assumption
agreement in a form approved by the City assuming such obligations Following any such
assignment or Transfer of any of the rights and interests of Franchisee under this
Agreement, the exercise, use and enjoyment shall continue to be subject to the terms of
this Agreement to the same extent as if the assignee or transferee were Franchisee
12 6 Release of Franchise
City's consent to a Transfer shall not be deemed to release Franchisee of liability for
performance under this Agreement unless such release is specific and in writing executed
by City, which release shall not be unreasonably withheld Upon the written consent of
City to the complete assignment of this Agreement and the express written assumption
of the assigned obligations of Franchisee under this Agreement by the assignee,
Franchisee shall be relieved of its legal duty from the assigned obligations under this
Agreement, except to the extent Franchisee is in default under the terms of this
Agreement prior to said Transfer Franchisee shall cooperate with the City and transferee
or assignee to assist in an orderly transition of obligations and rights, including without
limitation Franchisee timely providing route lists, billing information, etc , to the
transferee or assignee Heirs and Successors
The Terms, covenants and conditions of this Agreement shall apply to and shall bind the
heirs, successors, executors, administrators, and assigns of the Franchisee and City
Page 83 of 94
SECTION 13 Defaults and Remedies
13 1 California Law
This Agreement shall be interpreted, construed and governed both as to validity and to
performance of the Parties in accordance with the laws of the State of California Legal
actions concerning any dispute, claim or matter arising out of or in relation to this
Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of
California, or any other appropriate court in such county, and Franchisee covenants and
agrees to submit to the personal jurisdiction of such court in the event of such action In
the event of litigation in a U S District Court, venue shall lie exclusively in the Central
District of California, in the County of Los Angeles, State of California
13 2 Dispute, Default
In the event that Franchisee is in default under the terms of this Agreement, the City shall
have the right, but not the obligation, to give notice to Franchisee of the default and the
reasons for the default The notice shall include the timeframe in which Franchisee may
cure the default This timeframe is presumptively thirty (30) days, but may be extended
by City,though not reduced, if circumstances outside the Franchisee's control so warrant
If Franchisee does not cure the default, the City may take necessary steps to terminate
this Agreement under this Article or to assess liquidated damages under Section 13 11
Any failure on the part of the City to give notice of the Franchisee's default shall not be
deemed to result in a waiver of the City's legal rights or any rights arising out of any
provision of this Agreement
13 3 Waiver
Waiver by any Party to this Agreement of any term, condition, or covenant of this
Agreement shall not constitute a waiver of any other term, condition, or covenant Waiver
by any Party of any breach of the provisions of this Agreement shall not constitute a
waiver of any other provision or a waiver of any subsequent breach or violation of any
provision of this Agreement Acceptance by City of any services by or payments from
Franchisee shall not constitute a waiver of any of the provisions of this Agreement No
delay or omission in the exercise of any right or remedy by a non-defaulting Party on any
default shall impair such right or remedy or be construed as a waiver Any waiver by either
Party of any default must be in writing and shall not be a waiver of any other default
concerning the same or any other provision of this Agreement
Page 84 of 94
13 4 Rights and Remedies are Cumulative
Except with respect to rights and remedies expressly declared to be exclusive in this
Agreement, the rights and remedies of the Parties are cumulative and the exercise by
either Party of one or more of such rights or remedies shall not preclude the exercise by
it, at the same or different times, of any other rights or remedies for the same default or
any other default by the other Party
13 5 Legal Action
In addition to any other rights or remedies, either Party may take legal action, in law or in
equity, to cure, correct or remedy any default, to recover damages for any default, to
compel specific performance of this Agreement, to obtain declaratory or injunctive relief,
or to obtain any other remedy consistent with the purposes of this Agreement
Notwithstanding any contrary provision in this Agreement, Franchisee shall file a
statutory claim pursuant to Government Code Sections 905 et seq and 910 et seq , in
order to pursue a legal action under this Agreement
13 6 City's Right to Perform or Transfer Service
In addition to any and all other legal or equitable remedies, in the event that Franchisee,
for any reason whatsoever, fails, refuses or is unable to Collect, Transport or Process any
or all Solid Waste or Recyclables Discarded Materials as which it is required by this
Agreement to Collect, Transport or Process, at the time and in the manner provided in
this Agreement, City may undertake such services through its own employees or contract
with another Solid Waste Enterprise for the performance of such services
13 7 Attorneys' Fees
If either Party to this Agreement is required to initiate or defend or made a Party to any
action or proceeding in any way connected with this Agreement, the prevailing Party in
such action or proceeding, in addition to any other relief which may be granted, whether
legal or equitable, shall be entitled to all reasonable attorney's fees and costs Attorney's
fees shall include attorney's fees on any appeal, and in addition a Party entitled to
attorney's fees shall be entitled to all other reasonable costs for investigating such action,
taking depositions and discovery and all other necessary costs the court allows which are
incurred in such litigation All such fees shall be deemed to have accrued on
commencement of such action and shall be enforceable whether or not such action is
prosecuted to judgment
Page 85 of 94
13 8 Cooperation Following Termination
At the end of the Term or in the event this Agreement is terminated for cause prior to the
end of the Term, Franchisee shall cooperate fully with City and any subsequent contractor
to assure a smooth transition of Solid Waste management services Franchisee's
cooperation shall include, but not be limited to, providing operating records needed to
service all properties previously serviced by Franchisee under this Agreement
13 9 Default for Criminal Activity
Franchisee shall be in default of this Agreement should any of Franchisee's officers or
directors have a criminal conviction from a court of competent jurisdiction for any offence
related to Solid Waste activities, or for any other activity involving
a) Fraud or a criminal offense in connection with obtaining, attempting to obtain, or
performing a public or private agreement, or
b) Bribery or attempting to bribe a public officer or employee of a local, State, or
Federal agency in such person's official capacity, or
c) Embezzlement, racketeering,false claims,false statements,forgery,falsification or
destruction of records, obstruction of justice, receiving stolen property, or theft
13 10 Basis for Liquidated Damages
The Parties recognize that if Franchisee recurrently fails to prevent and remediate
nuisance conditions, the City and its residents will suffer damages and that it is and will
be impractical and extremely difficult to ascertain and determine the exact number of
damages which City and its citizens will suffer Therefore, the Parties agree that the
liquidated damages established in this Agreement represent a reasonable estimate of the
amount of such damages for such specific violations, considering all of the circumstances
existing on the date of this Agreement, including the relationship of the sums to the range
of harm to City that reasonably could be anticipated and the anticipation that proof of
actual damages would be costly or impractical In placing their initials at the places
provided,each Party specifically confirms the accuracy of the statements made above and
the fact that each Party has had ample opportunity to consult with legal counsel and
obtain an explanation of these liquidated damage provisions prior to entering this
Agreement
il,
Franchisee's Initials City Initials 4/j
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Page 86 of 94
13 11 Remedies for Nuisance Violations, Liquidated Damages
13 11 1 Liquidated Damages
In addition to any and all other legal or equitable remedies, in the event that Franchisee
produces any nuisance condition, City may assess liquidated damages against Franchisee
in the following amounts
a) $250 per day for every day the condition persists after City has given
Franchisee written notice of the condition, for up to three (3) Days,
b) $350 per day, beginning on the fourth day and every day thereafter that the
condition either persists or recurs
13 11 2 Nuisance Conditions
For purposes of this Section, the term "nuisance conditions" shall include the following
a) Failure to duly collect Solid Waste and/or Recyclables Discarded Materials
that have been properly set out for Collection through the willful or
negligent conduct of Franchisee employees,
b) Uncured damage to the property of third parties or customers through the
willful or negligent conduct of Franchisee employees,
c) Legitimate Complaints of rude or unprofessional behavior or conduct by
Franchisee's employees in the course of their duties,
d) Failure to perform route audits as required by Section 7 12 hereof,
e) Unreasonable leakage or spillage of Solid Waste or other Collected
materials from Franchisee's vehicles,
f) Failure to immediately or promptly Collect Solid Waste or other materials
that spilled or fell from Franchisee's vehicles onto public streets or third-
party property,
g) Poor maintenance of Franchisee's vehicles, Containers and equipment in
violation of Sections 7 15 through 7 17 hereof,
h) Violations of personnel standards and qualifications in contravention of
Section 7 20 hereof,
Page 87 of 94
i) Any other failure to meet the Standards of Performance in SECTION 7 in
such a manner as to give rise to a condition of public nuisance or threat to
public health and safety
13 12 No Waiver of City's Police Powers or Legal Rights
Nothing in this Agreement is intended to limit the power and ability of the City or any law
enforcement agency to initiate administrative and/or judicial proceedings for the
abatement of nuisance conditions or violations of any applicable law Nothing in this
Agreement shall waive or limit any other legal rights or recourses the City may have in
response to Franchisee's repeated, material violations of the Standards of Performance
in SECTION 7 or failure to mitigate nuisance conditions
13 13 Force Majeure
The time period(s) specified for performance of the provisions of this Agreement shall be
extended because of any delays due to unforeseeable causes beyond the control and
without the fault or negligence of the Franchisee, including, but not restricted to, acts of
God or of the public enemy, unusually severe weather, fires, earthquakes, floods,
epidemics, quarantine restrictions, riots, freight embargoes, wars, litigation, and/or acts
of any governmental agency, including the City if the Franchisee shall within ten (10) Days
of the commencement of such delay notify the City Manager in writing of the causes of
the delay, no extension of time for performance shall be granted, however, by reason of
the unavailability of any Disposal Site or by reason of strikes, lockouts, or other labor
disturbances, or breakage or accidents to vehicles, equipment, machinery or plants The
City Manager shall ascertain the facts and the extent of delay and extend the time for
performing the services for the period of the enforced delay when and if in the judgment
of the City Manager such delay is justified In no event shall Franchisee be entitled to
recover damages against the City for any delay in the performance of this Agreement,
however caused, Franchisee's sole remedy being extension of the Agreement pursuant to
this Section 13 13
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SECTION 14 Other Agreements of the Parties
14 1 Relationship of Parties
The Parties intend that the Franchisee shall perform the services required by this
Agreement as an independent Franchisee engaged by the City and not as an officer or
employee of the City nor as a partner of or joint venture with the City No employee or
agent or Franchisee shall be or shall be deemed to be an employee or agent of the City
Except as expressly provided in this Agreement, the Franchisee shall have the exclusive
control over the manner and means of conducting the Discarded Materials Solid Waste
Collection Services performed under this Agreement, and all Persons performing such
services The Franchisee shall be solely responsible for the acts and omissions of its
officers, employees, companies, subcontractors, Affiliates, and agents Neither the
Franchisee nor its officers, employees, companies, subcontractors, Affiliates, and agents
shall obtain any rights to retirement benefits, workers' compensation benefits, or any
other benefits which accrue to the City employees by virtue of their employment with the
City
14 2 Permits and License
Franchisee shall obtain, at its own expense, all permits, and a City of Rancho Palos Verdes
business license required by law or ordinance and maintain same in full force and effect
throughout the Term of this Agreement Franchisee shall provide proof of such permits,
business license or approvals and shall demonstrate compliance with the terms and
conditions of such permits, business license and approvals upon the request of the City
Manager
14 3 Notice
All notices, demands, requests, approvals, disapprovals, proposals, consents, or other
communications whatsoever which this Agreement contemplates or authorizes, or
requires or permits either Party to give to the other, shall be in writing and shall be
personally delivered, sent by telecopier or sent by registered or certified mail, postage
prepaid, return receipt requested, or email to the extent mutually agreed by the Parties,
addressed to the respective Party as follows
If to Franchise c1 C L.
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401404 Geor/El CA I'3 '1
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Page 89 of 94
Email 55s Ll-SlafL L. Cc)rA
If to City Director of Public Works
City of Rancho Palos Verdes
30940 Hawthorne Blvd
Rancho Palos Verdes, CA 90275
Phone (310) 544-5252
Fax (310) 544-5292
Email publicworks@rpvca gov
With copy to Aleshire & Wynder, LLP
18881 Von Karman Avenue, Suite 1700
Irvine, CA 92612
Attention Dave Aleshire, City Attorney
daleshire@awattornevs corn
or to such other address as either Party may from time to time designate by notice to the
other given in accordance with this Section 14 3 Notice shall be deemed effective on the
date personally served or by facsimile or, if mailed, three (3) Days from the date such
notice is deposited in the United States mail
Page 90 of 94
SECTION 15 Miscellaneous Agreements
15 1 Entire Agreement
This Agreement, including the Exhibits, represents the full and entire Agreement between
the Parties with respect to the matters covered in this Agreement No verbal agreement
or conversation with any office, agent, or employee of the City, either before, during, or
after the execution of this contract, shall affect or modify any of the Terms or obligations
in this Agreement contained nor such verbal agreement or conversation entitle the
Franchisee to any additional payment whatsoever under the Terms of this contract
15 2 Section Headings
The article headings and section headings in this Agreement are for convenience of
reference only and are not intended to be used in the construction of this Agreement nor
to alter or affect any of its provisions
15 3 Laws and Regulations
Franchisee shall observe all the terms of any City ordinance or resolution now in effect,
or as the same maybe subsequently adopted or amended by the City, governing or
affecting the Collection, removal and disposal of Municipal Solid Waste in the City of
Rancho Palos Verdes Franchisee further agrees to comply with all Applicable Laws,
applicable County, State or Federal laws or regulations as they exist now or may
subsequently be adopted or amended, governing the Collection, removal and Disposal of
Municipal Solid Waste or related environmental laws Franchisee further agrees to
comply with all applicable State and Federal laws governing employment,wages, working
conditions, use of materials, equipment, supplies and the like Franchisee shall comply
with all applicable immigration laws and regulations
15 4 No Liability of City Officials
No officer, employee or agent of the City shall be personally liable to the Franchisee, or
any successor in interest, in the event-of any default or breach by the City or for any
amount that may become due to the Franchisee or to its successor, or for breach of any
obligation of the terms of this Agreement
15 5 Interpretation
The terms of this Agreement shall be construed in accordance with the meaning of the
language used and shall not be construed for or against either Party by reason of the
authorship of this Agreement or any other rule of construction which might otherwise
apply Where the terms of this Agreement conflict with the City's Municipal Code, the
Page 91 of 94
Municipal Code shall govern However, it shall not be deemed a conflict if this Agreement
is narrower than, but not inconsistent with, the City's Municipal Code
Page 92 of 94
SECTION 16 Integration Amendments
It is understood that there are no oral agreements between the Parties hereto affecting
this Agreement and this Agreement supersedes and cancels any and all previous
negotiations,arrangements, agreements and understandings, if any, between the Parties,
and none shall be used to interpret this Agreement This Agreement may only be
amended at any time by the mutual consent of the Parties by an instrument in writing
This Agreement is intended, in part, to carry out City's obligation to comply with the
provisions of AB 939, AB 341, AB 1826, and SB 1383, and/or other Applicable Laws and
regulations promulgated thereunder, as amended from time to time In the event that AB
939,AB 341, AB 1826, SB 1383 and/or other Applicable Laws or regulations enacted after
this Agreement prevent or preclude compliance with one or more provisions of this
Agreement, such provisions of this Agreement shall be modified or suspended as may be
necessary to comply with such State or Federal laws or regulations No other amendment
of this Agreement shall be valid unless in writing duly executed by the Parties
161 Severability
In the event that part of this Agreement shall be declared invalid or unenforceable by a
valid judgment or decree of a court of competent jurisdiction, such invalidity or
unenforceability shall not affect any of the remaining portions of this Agreement which
are hereby declared as severable and shall be interpreted to carry out the intent of the
Parties in this Agreement unless the invalid provision is so material that its invalidity
deprives either Party of the basic benefit of their bargain or renders this Agreement
meaningless
16 2 Exhibits
Each of the Exhibits identified in this Agreement is attached hereto and incorporated in
this Agreement and made a part hereof by this reference
16 3 Conflict of Interest
No officer or employee of the City shall have any financial interest, direct or indirect, in
this Agreement nor shall any such officer or employee participate in any decision relating
to the Agreement which affects his financial interest or the financial interest of any
corporation, partnership or association in which he is, directly or indirectly, interested, in
violation of any State statute or regulation The Franchisee warrants that it has not paid
or given and will not pay or give any officer, employee or agent of the City any money or
other consideration for obtaining this Agreement
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16 4 No Joint Venture
Neither the City nor any of its employees shall have any control over the manner, mode ,
methods, or means by which Franchisee, its agents or employees, perform the services
required in this Agreement, except as otherwise set forth Franchisee shall perform all
services required in this Agreement independent from the City and shall remain at all
times as to City a wholly independent entity with only such obligations as are consistent
with that role Franchisee shall not at any time or in any manner represent that it or any
of its agents or employees are agents or employees of City City shall not in any way or
for any purpose become or be deemed to be a partner of Franchisee in its business or
otherwise or a joint venture or a member of any joint enterprise with Franchisee
IN WITNESS WHEREOF, the Parties hereto do hereby set their hands and seals as of the
day and the year first written above
CITY OF RANCHO PALOS VERDES EDCO Disposal
BY BY N
Name David Bradley Name
Title Mayor Title
Ap: ov- as . for by
By / •i 1� By 46.—, 4.244:4/
Name William W Wynder Name EARal 4L.\
Title City Attorney Title s " ,/t L� 1)1( .���•f
ATTEST V 1
,1
By y w . �
N e T •n Takaoka
Title City Clerk
Page 94 of 94
EXHIBIT "A"
INSURANCE COVERAGES
Franchisee shall procure and maintain, at its sole cost and expense, in a form and content
satisfactory to City, during the entire term of this Agreement including any extension
thereof, the following policies of insurance which shall cover all elected and appointed
officers, employees and agents of City
(a) Commercial General Liability Insurance Franchisee shall maintain
commercial general liability insurance with coverage at least as broad as
Insurance Services Office form CG 00 01, in an amount not less than
$2,000,000 per occurrence, $4,000,000 general aggregate, for bodily injury,
personal injury, and property damage, and $4,000,000 completed
operations aggregate The policy must include contractual liability that has
not been amended Any endorsement restricting standard ISO "insured
contract" language will not be accepted
(b) Worker's Compensation Insurance A policy of worker's compensation
insurance in such amount as will fully comply with the laws of the State of
California and which shall indemnify, insure and provide legal defense for
the Franchisee against any loss, claim or damage arising from any injuries
or occupational diseases occurring to any worker employed by or any
persons retained by the Franchisee in the course of carrying out the work
or services contemplated in this Agreement, and a policy of Employer's
Liability Insurance with limits of at least$1,000,000
Franchisee shall submit to City, along with the certificate of insurance, a
Waiver of Subrogation endorsement in favor of City, its officers, agents,
employees and volunteers
(c) Automobile Liability Insurance Franchisee shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01
covering bodily injury and property damage for all activities of the
Franchisee arising out of or in connection with work to be performed under
this Agreement, including coverage for any owned, hired, non-owned or
rented vehicles used or operated by Franchisee, in an amount not less than
$3,000,000 combined single limit for each accident, and endorsed to
include pollution liability (written on form CA 99 48 or its equivalent)
(d) Umbrella or Excess Liability Insurance Franchisee shall obtain and maintain
an umbrella or excess liability insurance that will provide bodily injury,
personal injury and property damage liability coverage at least as broad as
the primary coverages set forth above, including commercial general
liability and employer's liability Such policy or policies shall include the
following terms and conditions
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• A drop-down feature requiring the policy to respond in the event that
any primary insurance that would otherwise have applied proves to be
uncollectable in whole or in part for any reason,
• Pay on behalf of wording as opposed to reimbursement,
• Concurrency of effective dates with primary policies,
• Policies shall "follow form" to the underlying primary policies,
• Must include a non-contributory and primary coverage endorsement,
and
• Insureds under primary policies shall also be insureds under the
umbrella or excess policies
(e) If the Franchisee maintains higher limits than the minimums shown above,
the City requires and shall be entitled to coverage for the higher limits
maintained by the Franchisee Any available insurance proceeds in excess
of the specified minimum limits of insurance and coverage shall be available
to the City
Subcontractors Franchisee shall include all subcontractors as insureds under its policies
or shall furnish separate certificates and certified endorsements for each subcontractor
All coverages for subcontractors shall include all of the requirements stated in this
Exhibit A
GENERAL INSURANCE REQUIREMENTS
All of the above policies of insurance shall be primary insurance and shall name the City,
its elected and appointed officers, employees and agents as additional insureds and any
insurance maintained by City or its officers, employees or agents may apply in excess of,
and not contribute with Franchisee's insurance The insurer is deemed hereof to waive all
rights of subrogation and contribution it may have against the City, its officers, employees
and agents and their respective insurers Moreover,the insurance policy must specify that
where the primary insured does not satisfy the self-insured retention, any additional
insured may satisfy the self-insured retention
All of said policies of insurance shall provide that said insurance may not be amended or
cancelled by the insurer or any Party hereto without providing thirty (30) days prior
written notice by certified mail return receipt requested to the City In the event any of
said policies of insurance are cancelled, the Franchisee shall, prior to the cancellation
date, submit new evidence of insurance in conformance with this Exhibit A to the City
Manager
No work or services under this Agreement shall commence until the Franchisee has
provided the City with Certificates of Insurance, additional insured endorsement forms or
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appropriate insurance binders evidencing the above insurance coverages and said
Certificates of Insurance or binders are approved by the City City reserves the right to
inspect complete, certified copies of and endorsements to all required insurance policies
at any time Any failure to comply with the reporting or other provisions of the policies
including breaches or warranties shall not affect coverage provided to City
All certificates shall name the City as additional insured (providing the appropriate
endorsement) and shall conform to the following "cancellation" notice
Franchisee agrees to oblige its insurance agent or broker and insurers to provide the City
with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10)
day notice is required) or nonrenewal of coverage for each required coverage If any of
the Independent Contractor's insurers are unwilling to provide such notice, then
Independent Contractor shall have the responsibility of notifying the Agency immediately
in the event of Independent Contractor's failure to renew any of the required insurance
coverages or insurer' -:ncellation or non-renewal
Franchisee's Initials ,_ City Initials Coe!
/211
City, its respective elected and appointed officers, directors, officials, employees, agents
and volunteers are to be covered as additional insureds as respects liability arising out of
activities Franchisee performs, products and completed operations of Franchisee,
premises owned, occupied or used by Franchisee, or any automobiles owned, leased,
hired or borrowed by Franchisee The coverage shall contain no special limitations on the
scope of protection afforded to City, and their respective elected and appointed officers,
officials, employees or volunteers Franchisee's insurance shall apply separately to each
insured against whom claim is made or suit is brought, except with respect to the limits
of the insurer's liability
Any deductibles or self-insured retentions must be declared to and approved by City At
the option of City, either the insurer shall reduce or eliminate such deductibles or self-
insured retentions as respects City or its respective elected or appointed officers, officials,
employees and volunteers or the Franchisee shall procure a bond guaranteeing payment
of losses and related investigations, claim administration, defense expenses and claims
The Franchisee agrees that the requirement to provide insurance shall not be construed
as limiting in any way the extent to which the Franchisee may be held responsible for the
payment of damages to any persons or property resulting from the Franchisee's activities
or the activities of any person or persons for which the Franchisee is otherwise
responsible nor shall it limit the Franchisee's indemnification liabilities as provided in this
Agreement
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If the Franchisee maintains higher limits than the minimums shown above, City requires
and shall be entitled to coverage for the higher limits maintained by Franchisee Any
available insurance proceeds in excess of the specified minimum limits of insurance and
coverage shall be available to City
In the event the Franchisee subcontracts any portion of the work, the contract between
the Franchisee and such subcontractor shall require the subcontractor to maintain the
same policies of insurance that the Franchisee is required to maintain pursuant to this
Exhibit A, and such certificates and endorsements shall be provided to City Insurance
required by this Agreement shall be satisfactory only if issued by companies qualified
authorized to do business in California, rated "A" or better in the most recent edition of
Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of
a financial category Class VII or better, unless such requirements are waived by the Risk
Manager of the City ("Risk Manager") due to unique circumstances If this Agreement
continues for more than 3 years duration, or in the event the Risk Manager determines
that the work or services to be performed under this Agreement creates an increased or
decreased risk of loss to the City, the Franchisee agrees that the minimum limits of the
insurance policies may be changed accordingly upon receipt of written notice from the
Risk Manager
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