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Home My WebLink AboutItem 4.9 - 3293 6th Amendment to AVI Agreement Page 1 of 5 STAFF REPORT CITY COUNCIL DATE: June 16, 2020 TO: Honorable Mayor and City Councilmembers FROM: Linda Smith, City Manager SUBJECT: Sixth Amendment to the Collection Service Agreement Between the City of Dublin and Amador Valley Industries, LLC Prepared by: Jay Baksa, Assistant Administrative Services Director EXECUTIVE SUMMARY: The City Council will consider approval of a Sixth Amendment to the Collection Service Agreement between the City of Dublin and Amador Valley Industries, LLC. The amendment will extend the term for 15 years, revise how the annual rate adjustments are calculated and create new programs to improve the local diversion rate. STAFF RECOMMENDATION: Adopt the Resolution Approving a Sixth Amendment to the Collection Service Agreement Between the City of Dublin and Amador Valley Industries, LLC. FINANCIAL IMPACT: Incorporation of the terms of the amendment to the agreement will result in a 17.5% rate increase in the first year. The overall annual rate adjustment for Fiscal Year 2020-21 will be 21.83% after adjustments for increases to the Consumer Price Index and costs such as labor and waste disposal are factored into the final adjustment. DESCRIPTION: Background On December 6, 2004, the City Council approved a Collection Services Agreement with Amador Valley Industries, LLC (AVI) for the collection and disposal of solid waste in the City of Dublin. The original contract term was seven years, expiring June 30, 2012. Page 2 of 5 Since then, five amendments to the agreement have been executed to include, among other things, collection of recyclable materials produced by commercial units, provision of large item collection services, adjustments to the compensation model and franchise payments, and collection of an annual community benefit payment for small business assistance. On June 1, 2010, the City Council extended the term of the agreement for an additional eight years, terminating on June 30, 2020. The original agreement and first five amendments are included as Attachment 4. At the meeting of August 21, 2018, the City Council discussed a request by AVI to begin negotiations with the City to extend the agreement again in order to make necessary investments in new equipment over the next several years. The City Council dire cted Staff to bring back a review of the existing contract arrangement, along with a brief discussion of potential focus areas of contract negotiations. That item was brought back to the City Council on November 8, 2018, highlighting the main components th at would be included in a contract extension, including capital equipment replacement, operational cost increases, and incorporation of future local and state requirements. The City Council then directed Staff to proceed with negotiations on a contract ext ension. At the April 21, 2020, meeting Staff presented the terms of the final negotiation to solicit feedback in preparation for bringing the amended agreement to the City Council for approval in June of 2020. Sixth Amendment to the Agreement The City’s objective for the Sixth Amendment to the Collection Services Agreement (Amendment) was to continue to keep customer rates low while engaging in a long -term agreement that considers current and future challenges facing the refuse and recycling industry. This was accomplished by resetting AVI’s baseline compensation and creating a new rate model to calculate the annual rate adjustment. In addition, new and enhanced programs were added to help the City increase diversion rates. The New Rate Model As originally structured, the Agreement with AVI provided a lump sum revenue figure. The initial rates were established to generate that lump sum revenue. Thereafter, a procedure was established in which a revised compensation figure would be calculated annually, and the rates adjusted accordingly, to generate the calculated amount. While this approach did work for a time, it became problematic in that it assumes long -term predictability in how a hauler operates and disposes of material. However, over the past few years, recycling markets have become increasingly volatile and unpredictable, and the costs to dispose of certain materials have increased. For example, in 2017, local disposal sites stopped paying for recycling as the commodities market dwindled, leading AVI to absorbing large disposal costs with no offsetting revenue. This subsequently led to their request for an extraordinary rate adjustment, which was approved by the City Council in June 2019. In addition to market volatility, there have been state and lo cal legislative changes in recent years related to the handling of certain recyclable material and compostable waste, and programs that support diversion efforts. In short, locking AVI into a 15 -year contract that incorporates assumptions about uncontrollable and volatile factors would result in a rate increase more than double the amount that Staff and AVI are now Page 3 of 5 projecting with a new model. To factor in this new environment in which haulers operate, a new model approach was agreed to which is a hybrid of annual rate adjustments, component cost separation, and regular financial reviews. The important distinction with the hybrid model is that the cost elements in the service agreement are more separated rather than blended, and while the baseline amounts would continue to be adjusted annually, a third-party administrator would review costs and revenues every three years to confirm reasonableness and to ensure that an industry standard level of operating margin is being maintained by AVI. This type of contact is now becoming the predominate form used in the industry, due to the previously discussed issues. Setting a New Baseline Reviewing the baseline compensation involved Staff and AVI analyzing the actual costs of providing services and comparing the costs to the revenue generated by the rates for the last two years. Furthermore, Staff and AVI reviewed where cost increases were occurring and discussed why the rate model was not adequately generating the required revenue for those expenses. It became appare nt that over the course of the agreement, as previously mentioned, the environment in which haulers operate had evolved in ways not controllable by agencies. Therefore, it became important to create a rate structure that provided the City and AVI the flexibility to adapt to these changes. Next, Staff and AVI realigned expenses into the appropriate cost elements and, when appropriate, created new cost elements. Costs of capital equipment replacement, operational cost increases, additional program costs, and the incorporation of future local and state requirements were calculated and applied to the baseline compensation. It should be noted that the creation of new elements shifts costs that would have otherwise been factored into other elements. Original Cost Elements vs. Updated Cost Elements Original Cost Elements Updated Cost Elements Collection Element Collection Element Commercial Recycling Element Commercial Recycling Element Disposal Element Disposal Element Container Element Container Element Fee Element Fee Element (NEW) Recycling Disposal Element (NEW) Organics Disposal Element (NEW) Vehicle and Admin Asset Element The following is a brief summary of the new cost elements and programs included in the Amendment. New Cost Components 1. Recycling Disposal and Organics Disposal Elements - While the cost to dispose of recycling was included in the FY 2019-20 rates, it was not included as its own element but as part of an extraordinary rate adjustment. The Amendment will Page 4 of 5 take the same methodology used to calculate the extraordinary rate adjustment recycling costs and will include these costs as their own element along with organics disposal costs. Costs will be reviewed annually and adjusted using the rate paid by AVI, multiplied by the total tonnage from the prior calendar year. This proposed methodology will protect the Dublin rate payers should the recycling markets rebound and AVI is able to sell their goods once again. If this does occur, Dublin customers will receive a credit toward their rates. 2. Fleet/Asset Replacement Element - The largest single cost associated with the contract extension is the replacement of two-thirds of AVI’s fleet in the first year. The amounts contained in the Vehicle and Admin Asset Element are estimates. These costs will be tracked as a separate element and once the assets have been purchased the amount will be reconciled and adjusted. This element will not be adjusted annually as part of the annual rate adjustment. AVI will continue to utilize natural gas vehicles with their upcoming replacements, but the contract includes language relating to the future consideration of alternative fuel vehicles. After receiving feedback at the April 21, 2020 City Council meeting, Staff discussed the use of alternative fuel vehicles, such as bio-diesel, with AVI, but the research indicates that the natural gas vehicles currently being used are still the most cost effective and environmentally friendly vehicles available. Hybrid and electric vehicles were also thoroughly researched for the upcoming vehicle replacement cycle but both the City and AVI determined that, given the current technology and functional use of these vehicles, it does not yet make operational or economic sense to pursue them. New Programs The mandates being implemented by the County and the State include the requirement to improve the local diversion rate, or the amount of waste that is diverted from garbage landfills. The proposed Amendment with AVI will increase the minimum diversion requirement from the current 50% to 75% within five years. To help with this effort, the following new/expanded programs have been included: 1. Expanded Large Item Pick-Up - This will focus on outreach and assistance to Multi-Family Dwellings that may be underutilizing the service. 2. Quarterly Residential Textile Collection - Under this program, AVI will work with charities and local companies to recycle and re-use textiles. 3. Enclosure Clean-Up - This will focus on the cleaning of overflowing bins and working with customers to proactively address the issue. 4. Collection of Illegally Dumped Material in the City Right-A-Way - This will focus on the prompt identification and removal of material illegally dumped on City property. Attachment 3 presents a summary of all changes that were made as part of the Amendment. Page 5 of 5 Mandatory Recycling Ordinance (MRO) Update On June 19, 2019, the City Council approved opting into Alameda County Waste Management Authority’s MRO Phase II, which places requirements on businesses and multi-family property owners regarding the handling of certain recyclable material and compostable waste. Participation in the MRO gives City staff, Dublin businesses, and AVI time to expand waste diversion programs before additional state mandates are enacted. As the program continues to expand, additional AVI resources have become necessary, including another hauler and increased staff time. These costs have been incorporated into the Amendment. The costs associated with the MRO will be tracked separately and adjusted as necessary every three years. STRATEGIC PLAN INITIATIVE: None. NOTICING REQUIREMENTS/PUBLIC OUTREACH: None. ATTACHMENTS: 1. Resolution Approving a Sixth Amendment to the Collection Service Agreement Between the City of Dublin and Amador Valley Industries, LLC. 2. Exhibit A to the Resolution - Sixth Amendment to Collection Service Agreement 3. Summary of Changes 4. Original Agreement and Amendments 1 - 5 RESOLUTION NO. XX-20 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN ************** APPROVING A SIXTH AMENDMENT TO THE COLLECTION SERVICE AGREEMENT BETWEEN THE CITY OF DUBLIN AND AMADOR VALLEY INDUSTRIES, LLC WHEREAS, under Chapter 5.32.130 of the Dublin’s Municipal Code, the City of Dublin (“City”) has the authority to issue an exclusive franchise to a contractor to provide for the Collection of Solid Waste and Organic Materials; and WHEREAS, on January 12, 2005, the City executed a Collection Service Agreement with Amador Valley Industries, LLC (“Contractor”), satisfactory to both parties, setting forth the respective rights and obligations of the parties with respect to the Collection of Solid Waste and Materials and granting Contractor an exclusive right to provide Collection Services within the Service Area; and WHEREAS, on June 20, 2006, the parties executed a First Amendment to the Collection Service Agreement in order to modify certain provisions in Exhibit 2 of the Collection Service Agreement relating to the Compensation Adjustment Model; and WHEREAS, on June 17, 2008, the parties executed a Second Amendment to the Collection Service Agreement in order to provide for: compensation to Contractor for the collection of Recyclable Materials produced by Commercial Service Units; to modify Contractor’s obligation to provide Large Item Collection Service to City Service Units; to require Contractor to perform a minimum of two waste audits per day; to require Contractor to increase its Commercial and MFD outreach and education programs and to perform at least twelve campaigns each Agreement Year and to require Contractor to submit an annual diversion plan for approval by the City each Agreement Year; and WHEREAS, on June 23, 2009, the parties executed a Third Amendment to the Collection Service Agreement in order to modify certain indices used to calculate the RRI Factor, relating to the Compensation Adjustment Model; and WHEREAS, on June 1, 2010, the parties executed a Fourth Amendment to the Collection Service Agreement in order to modify certain indices used to calculate the RRI Factor as listed in Exhibit 2, pages 78 and 79; to increase the RRI factor cap from 5% to 10%; to modify the AG, AGT, and RRI Factors to clarify that negative values are not to be included in the compensation adjustment model; to clarify that all City facilities receive free City collection services; to modify the definition of Calculated Revenue to include commercial recycling bins; and to extend the term of the Collection Service Agreement; and WHEREAS, on July 1, 2012, the parties executed a Fifth Amendment to the Collection Service Agreement in order to modify to reflect the Contractor’s offer of making a continuing community benefit paym ent to an organization selected by the City as a means of contributing to the community it serves; to incorporate Construction and Demolition Debris Collection Services; to reduce the cost of Collection Services for the Dublin Unified School District; and bundle 50% of the cost of Commercial Organics Collection Services and 100% of the cost of Dublin Unified School District Organics Collection Services within the solid waste rate structure; and WHEREAS, the Sixth Amendment to the Collection Service Agreement has been developed by and is satisfactory to the City and the Contractor; and WHEREAS, the Sixth Amendment to the Collection Service Agreement intends to extend the term of the Collection Service Agreement; to provide for expand ed services; to revise the process for which the contractor’s compensation is calculated; and to otherwise revise the Collection Service Agreement as shown in the Sixth Amendment to the Collection Service Agreement. NOW THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does hereby approve the Sixth Amendment to the Collection Service Agreement , which shall be in substantially the form attached hereto as Exhibit A, and authorizes the City Manager to execute the same. BE IT FURTHER RESOLVED by the City Council of the City of Dublin that it hereby authorizes the City Manager to approve and execute minor changes to the Sixth Amendment to the Collection Service Agreement and any other documents, including without limitation, an Amended and Restated version of the Collection Service Agreement consolidating all amendments through this Sixth Amendment, and any other mino r changes, as necessary to effectuate the intent of this resolution. PASSED, APPROVED AND ADOPTED this 16th day of June, 2020, by the following vote: AYES: NOES: ABSENT: ABSTAIN: ______________________________ Mayor ATTEST: _________________________________ City Clerk 3540949.1 SIXTH AMENDMENT TO THE COLLECTION SERVICE AGREEMENT BETWEEN THE CITY OF DUBLIN AND AMADOR VALLEY INDUSTRIES, LLC Th is Sixth Amendment to the Collection Service Agreement , dated as of ________ , (the "Amendment ") modifies and amends that certain "Collect ion Service Agreement" between the C ity of Dublin ("CITY ") and Amador Va ll ey Industr ies , LLC ("CONTRACTOR ") dated January 12 , 2005 , as previously amended by the Part ies (the "Agreement "). Capitalized terms used herein and not otherwise defined shall have t he meanings ascribed to such terms in the Agreement. Recitals WHEREAS, the Agreement sets forth the respective rights and ob l igations of the parties with respect to the Collection of Solid Waste and Organic Materials and grants CONTRACTOR an exclusive right to provide Collection Services within the Service A rea ; and WHEREAS, on June 20 , 2006 , the parties executed a First Amendment to the Agreement in order to modify certain provisions in Exhibit 2 of the Agreement relating to the Compensation Adjustment Model ; and WHEREAS, on June 17 , 2008 , the parties executed a Second Amendment to the Agreement in order to provide for : compensation to CONTRACTOR for the collection of Recyclable Materials produced by Commercial Service Units ; to modify CONTRACTOR 'S obligation to provide Large Item Collection Service to City Serv ice Units ; to require CONTRACTOR to perform a minimum of two waste aud its per day ; to requ ire CONTRACTOR to increase its Commercial and MFD outreach and education programs and to perform at least twelve campaigns each Agreement Year and to require CONTRACTOR to submit an annual diversion plan for approval by the City each Agreement Year ; and WHEREAS, on June 23 , 2009 , the parties executed a Third Amendment to the Agreement in order to modify certain indices used to calculate the RRI Factor , relating to the Compensation Adjustment Model ; and WHEREAS, on June 1, 2010 , the parties executed a Fourth Amendment to the Agreement in order to modify certain indices used to calculate the RRI Factor as listed in Exhibit 2 , pages 78 and 79 , of the Collection Services Agreement ; to increase the RRI factor cap from 5% to 10%; to modify the AG , AGT, and RRI Factors to clarify that negative values are not to be included in the compensation adjustment model ; to clarify that all CITY facilities receive free City collection services ; to modify the defin ition of Calculated Revenue to include commercial recycling bins ; and to extend the term of the Agreement ; and WHEREAS, on July 1, 2012 , the parties executed a Fifth Amendment to the Agreement in order to modify to reflect the CONTRACTOR 'S offer of making a continuing community benefit payment to an organization selected by the City as a means of contributing to the community it serves pursuant to this Agreement and to incorporate Construction and Demolition Debris Collection Services into the Agreement ; reduce the cost of Collection Services for the Dublin Unified School District ; and bundle 50% of the cost of Commercial Organics Collection Services and 100% of the cost of Dublin Unified School District Organics Collection Services within the solid waste rate structure ; and NOW, THEREFORE , for good and valuable consideration , the sufficiency of which is hereby acknowledged , CITY and CONTRACTOR hereby agree to amend the Agreement as follows : Section 1. Article 1 Definitions is hereby amended to include the following rev ised or new definitions to read as follows , which shall be inserted in alphabetical order and all paragraphs in Article 1 shall be renumbered accordingly : City Representative . The City Manager, or their designee . Commercial Organic Collection Service . The Collection of Commercial Organic Waste from Commercial Service Units and Commercial Organic Service Units and the delivery of the Commercial Organic Waste to an Organics Processing Facility . Commercial Organic Collection Service for any Commercial Service Unit or Commercial Organic Service Unit on a Saturday will require a minimum of three (3) service days for such Unit during the week (Monday through Friday). Disposal or Dispose (or other variation thereof). The final disposition of Solid Waste in accordance with this Agreement at the Disposal Facility . Diversion or Divert. Activities that reduce or eliminate the amount of Solid Waste Disposed , including, but not limited to, Composting , Recycling, and reuse . Large Items. Those large materials including furniture ; carpets ; mattresses ; White Goods ; Brown Goods ; E-Waste ; Recyclable Materials ; Reusable Materials ; Textiles ; tires without rims ; Large Green Waste ; or some combination of such items in a container the dimensions of which container do not exceed four feet by four feet by two feet (4 'x4 'x2 ') and weighing no more than sixty (60) pounds , which are attributed to the normal activities of a SFD , MFD , or City Service Unit. Large Items must be generated by and at the Service Unit where the Large Items are Collected . Large Items do not include items herein defined as Exempt Waste . Large Item Collection Service. The periodic on-call Collection of Large Items , by the CONTRACTOR , from Service Units in the Service Area and the delivery of those Large Items to a Disposal Facility , Materials Recovery Facility , Green Waste Processing Facility , Reuse Vendor or such other facility as may be appropriate under the terms of this Agreement. Large Item Collection Service does not include the Collection of Large Items through the use of Roll-Off Containers or C&D Debris Boxes , except that Roll -Off Con t ainers may be used for MFD Large Item Collection Service . Recycle or Recycling (or any variation thereof). The process of sorting , c lea nsing , treating and reconstituting materials that would otherwise be Disposed of at a landfill for the purpose of returning such materials to the economy in the form of raw mate rials for new , reused or reconstituted products . Reusable Materials. Items that are capable of being used again after minimal pro cessing . Reusable Materials may be collected source separated or recovered thro ugh a Disposal Facility , Mater ials Recovery Facility , Green Waste Processing Fac ility , Reuse Vendor or such other facility. Reusable Materials may include , but are not limited to , Textiles , furniture , and/or sporting equipment , toys, house wares , work in g co m puters , undamaged monitors , cell phones , books , working small Wh ite Goods , wor king VCRs and working stereos . Reuse Vendor . A vendor (e .g., St. Vincent dePaul or Goodwill Industries , or other non p rofit or for-profit organizations) that will collect used furniture , clothing , sporting equ ipment , and other re -usable items for purposes of reuse rather than Disposal. Textiles. Clean items made of thread, yarn , fabric , or cloth . Examples i nclude clothes , fabric trimmings , draperies , and all natural and synthetic cloth fibers . This waste typ e does not include cloth-covered furniture , mattresses , leather shoes , leather bags , or leather belts. Uncontrollable Circumstance(s). Floods , earthquakes , other "acts of nature", pan demic , war , civil insurrection , riots , acts of any government (including judic ial action), labor unrest , including, but not limited to , strike , work stoppage or slowdown , s ick -out , picketing, or other concerted job action , and other similar catastrophic events whi c h are beyond the control of and not the fault of the Party claiming excuse from perfo rmance hereunder . However, the following are not Uncontrollable Circumstances : (a) power outages , or (b) labor unrest by employees of CONTRACTOR or of a ny sub contracto r that controls , is controlled by , or is under common control with CONTRACTOR directed against CONTRACTOR or such subcontractor , includ ing , but not lim ited to , strike , work stoppage or slowdown , sick-out , lockout , picketing , or othe r con certed job action . No event which merely increases CONTRACTOR 'S cost of perfo rmance shall be an Uncontrollable Circumstance ; and no event , the effects of w hic h could have been prevented by reasonable precautions , including compliance with agr eements and applicable laws , shall be an Uncontrollable Circumstance . Section 2 . Section 2 .01 is hereby amended to read as follows: 2 .01 Term . The term of this Agreement shall be extended for a fifteen (15) year period beginning July 1, 2020 and terminating on June 30 , 2035. Section 3 . Section 3 .05 .2 is hereby amended to read as follows : 3.05 .2 Commercial , DUSO , C&D Debris , and City Collection Service shall be provided , commencing no earlier than 4 :00 a .m. (or 6:00 a .m . if the property is within two hundred (200) feet of a residential property), and terminating no later than 9 :00 p .m., Monday through Friday , with service on Saturday starting no earlier than 6 :00 a .m . (or 7 :30 a .m . if the property is within two hundred (200) feet of a residential property). The hours , days , or both of Collection may be extended due to extraordinary circumstances or conditions with the prior written consent of the City Representative. Section 4 . Section 3.07 .3 is hereby amended to read as follows : 3 .07 .3 Repair of Carts and Bins . CONTRACTOR shall be responsible for repair of any damaged carts and bins to include , but not be limited to , damage to hinged lids , wheels , axles , and anything causing leakage. Within three (3) Work Days of notification by the CITY or a Service Recipient of the need for such repairs, the CONTRACTOR shall repair the cart or bin or if necessary, remove the cart or bin for repairs and deliver a replacement cart or bin to the Service Recipient. Section 5 . Section 3 .07 .9 is hereby amended to read as follows : 3 .07 .9 Organic Waste Pails . As requested by the Service Recipient , CONTRACTOR shall provide each SFD Service Unit with a pail for use in the kitchen that is suitable for the collection and storage of food scraps and that is consistent in function to meet the Alameda County Waste Management Authority 's Residential Food Scrap Subsidy Program guideline requirements . The kitchen pail shall have a capac ity of 1.5 to 2 .5 gallons , a wire or plastic handle, and a lid and must be approved by the CITY . When requested by the CITY , the CONTRACTOR shall promote the availability of the Organic Waste Pails, as part of its annual Public Education and Outreach Program Plan pursuant to Section 16 .02. Section 6 . Section 3 .10 .5 is hereby amended to read as follows : 3.10 .5 CONTRACTOR shall not Dispose such Large Items unless the Large Items cannot be Diverted . 3 .10 .5.1 White Goods shall be reused , Recycled, or Disposed by CONTRACTOR in accordance with requirements of applicable law . Section 7 . Section 3 .10 .6 is hereby amended to read as follows: 3 .10 .6 CITY Direction of Large Items . CITY reserves the right to direct CONTRACTOR to take Large Items Collected pursuant to this Agreement to a designated site or sites for the purpose of permitting persons who will reuse or recycle such Large Items to obtain the Large Items at no cost. CONTRACTOR shall have no obligation to dispose of the Large Items or Large Item residue remaining at the directed site or sites after reusers and recyclers have removed reusable or recyclable Large Items. CONTRACTOR shall encourage and facilitate the participation of Reuse Vendor(s) to select and sort out Reusable Materials at the point of Collection or at the Reuse Vendo r, Disposal Facility , Materials Recovery Facility , Green Waste Process ing Facility , or other such facility as may be appropriate . Section 8 . Section 3 .18 .3 is hereby amended to read as follows : 3.18 .3 Response to Hazardous Waste Identified during Collection . Under no c ircumstances shall CONTRACTOR 'S employees knowingly Collect Hazardous Was te , o r remove unsafe or poorly containerized Hazardous Waste , from a Collection conta iner . If CONTRACTOR determines that material placed in any container fo r collection is Hazardous Waste , or other mater ial that may not legally be accepted at t he Disposal Fac ility , or one of the Process ing Facilities , or presents a haza rd to CONTRACTOR 'S employees, the CONTRACTOR shall have the right to refuse to accept such material. The generator shall be contacted by the CONTRACTOR and requested to arrange for proper Disposal service . If the generator cannot be reached im mediately , the CONTRACTOR shall , before leaving the premises , leave a Non- Collect ion Notice , which indicates the reason for refusing to Collect the material and lists the phone number for the Alameda County Household Hazardous Waste Facility . CONTRACTOR 'S environmental technic ian , on file with the CITY 's Cont ract Manage r, sha ll be notified to resolve the issue with the generator . Section 9 . Section 5.03 is hereby amended to read as fo llows : 5 .03 Collection Service Compensation Elements. Collection Service compensation to the CONTRACTOR shall consist of the following elements ; a Collect ion Compensation Element , a Disposal Compensat ion Element , a Conta iner Compensation Element , a Fee Compensation Element , a Commercial Recycl ing Compensation Element , a Recyclable Materials Diversion Compensation Element , an O rganic Waste Diversion Compensation Element , and a Vehicle and Administration Asset Element. Section 10 . Section 5 .04 is hereby amended to read as follows : 5 .04 Compensation to CONTRACTOR . CONTRACTOR 'S compensat ion for t he Agreement Year that begins July 1, 2020 shall not be less than $23 ,930 ,176 as set forth in Exhib it 1 to this Agreement. Section 11 . Section 5 .04 .1 is hereby deleted in its entirety . Section 12 . Section 5.05 .7.4 is amended to read as follows : 5.05 .7.4 Commercial Recycling Compensat ion Element. For the Agreement Year beginning July 1, 2020 , the Commercial Recycling Compensation Element shal l be $639 ,330 (the "Initial Element") minus $607 ,266 (the "Reduction Amoun t"). The Comme rcial Recycl ing Compensation Element for each subsequent Agreement Yea r shall be calculated with reference to the Initial Element as adjusted each Agreement Year in accordance with Section 5.05 .7 .3, minus the Reduction Amount. Section 13 . A new Section 5 .05 .8 is hereby added to the Agreement to read as follows : 5 .05 .8 Adjustments to Recyclable Materials Diversion Compensation Element. Beginning with the compensation adjustment for July 1, 2021 , the City shall calculate the Recyclable Materials Diversion Compensation Element annually by multiplying (a ) the actual tonnage of Recyclable Materials delivered by CONTRACTOR to the Tracy Materials Recovery and Solid Waste Transfer, Inc. (or other MRF used for processing of Recyclable Materials) in the prior calendar year (January 1 -December 31) by (b) the anticipated per-ton tip fee to be charged by such MRF during the subsequent Agreement Year . Section 14 . A new Section 5 .05 .9 is hereby added to the Agreement to read as follows : 5 .05.9 Adjustments to Organic Waste Diversion Compensation Element. Beginning with the compensation adjustment for July 1, 2021 , the City shall calculate the Organic Waste Diversion Compensation Element annually by multiplying (a) the actual tonnage of Organic Waste delivered by CONTRACTOR to the Organic Waste Processing Facility in the prior calendar year (January 1 -December 31) by (b) the anticipated per-ton tip fee to be charged by the Organic Waste Processing Facility during the subsequent Agreement Year . Section 15 . A new Section 5.18 is hereby added to the Agreement to read as follows : 5.18 Vehicle and Administration Asset Element. For the Agreement Year beginn ing July 1, 2020 , the Vehicle and Administration Asset Element (the "Baseline Vehicle and Administration Asset Element") shall be $1 ,595 ,575 , which includes depreciation , interest expense and operating ratio on the assets acquired before June 30 , 2020 and estimated expenses associated with assets to be acquired as set forth in Exhibit 13 to this Agreement. The portion of this Element reflected on Exhibit 13 includes (a) depreciation of the estimated purchase price of new vehicles acquired in equal annual amounts over the remaining term of this Agreement, (b) estimated interest expense over the periods for which an interest expense is scheduled , and (c) operating ratio on the purchase price and interest for the periods for which they are included . During the first and every subsequent compensation review under Section 27 .07 below, the CITY will review CONTRACTOR's expenses associated with the actual asset acquisitions included in Exhibit 13 and make corresponding adjustments in Rates to reflect those actual expenses in accordance with the new Exhibit referred to in Section 27 .07 below (as further adjusted under this Section 5 .18 and Section 5 .18 .1 below). 5.18.1 Adjustments to Vehicle and Administration Asset Element. From the Agreement Year that begins on July 1, 2021 until the Agreement Year that begins on July 1, 2029 , CONTRACTOR may request , no more than once per Agreement Year , that the CITY consider the addition of vehicle or administration assets to the Baseline Vehicle and Administration Asset Element. In conjunction with such requests , CONTRACTOR shall provide (a) a narrative justification for the ratepayer-funded acquisition , including whether or not the acquisition replaces an existing asset ; (b) a proposed est imated or actual cost of the acquisition (including interest or other financ ing costs); and (c) a proposed schedule for amortization of the asset in the Baseline Vehicle and Administration Asset Element. If an asset is replaced , any remaining amortization o r depreciation associated with the replaced asset shall be removed from the Baseline Vehicle and Administration Asset Element. Unless the City accepts CONTRACTOR 's reques t as proposed , the Parties shall meet and confer to attempt to reach agreemen t on the need for the asset , the costs of the acquisition , and the amortization schedule . The Parties shall consider and analyze the useful life of the asset in relationsh ip to the remain ing term and how to address depreciat ion of any assets that will have a useful li fe that extends beyond the remaining Term. In the event that the parties fa il to reach agreement on the need for the asset , the costs of its acquisition , or the amort ization schedule during the meet and confer process , CONTRACTOR may elect to either w ithdraw all or any portion of the request or allow the City Manager to make the final determ ination . Section 16 . Section 6 .01 is hereby amended to read as follows: 6 .01 Minimum Requirements . CONTRACTOR shall perform services under this Agreement in a manner which supports the CITY 's environmental goals , and at all t imes complies with and supports the Alameda County Mandatory Recycling Ordinance and SB 1383 . This includes , but is not limited to , providing services , education , and outreach to Customers and in the community which promote source reduction , reuse, Recycling , Composting , and other methods to reduce landfill Disposal. Contractor is expected to suggest opportunities for Customers to reduce their Solid Waste subscription levels and in crease landfill diversion through reducing , recycling or composting the ir materials . Contractor shall use commercially reasonable efforts to achieve the following minimum annual Diversion rates by the Agreement Year beginning July 1, 2025 : • Materials Collected from Single -Family , Multi -Fam ily , and Commerc ial Customers: seventy -five percent (75 %) Diversion ; and • C&D Debris Collected : ninety percent (90%) of Portland cement concrete and asphalt concrete , and • at least seventy -five percent (75%) of the remaining C&D (except as otherwise provided in the City Municipal Code), taking into account only C&D projects where Contractor Collects all materials. The parties shall meet annually within s ixty (60) days of the due date for the annual report to discuss CONTRACTOR 's progress toward meeting the min imum annual D ivers ion rates for the Agreement Year beginning July 1, 2025 . If necessary to ensure adequate progress , CITY may establish reasonable interim Diversion rate objectives . Section 17 . Section 6 .02 is hereby amended to read as follows : 6 .02 Failure To Meet Minimum Requirements . CONTRACTOR 'S failure to meet the min imum Diversion rates set forth in Section 6 .01 above due to CONTRACTOR 's failure to use commercially reasonable efforts to ach ieve such rates may result in the termination of this Agreement or the imposition of liquidated damages. In determining whether or not to assess liquidated damages or terminate the Agreement , the CITY will consider the good faith efforts put forth by the CONTRACTOR to meet the minimum Diversion rates . This consideration will include the methods and level of effort of the CONTRACTOR to fully implement the public education and d iversion plans attached to and included in this Agreement as Exhibits 8 and 9 respectively. The CONTRACTOR shall be held to the standards of an effective , professional , and prudently designed and operated diversion and public educational program within a similar municipal jurisdiction . Section 18. Section 6.03 and all subsections thereof are hereby deleted in the ir entirety . Section 19 . Section 8.07 .1 is hereby amended to read as follows : 8.07.1 Conditions of Service . The CONTRACTOR shall provide Large Item Collection Service to all SFD Service Units in the Service Area whose Large Items have been placed by 6 :00 a .m . on the day of Large Item Collection Service , within three (3 ) feet of the curb , swale , paved surface of the public roadway , closest accessible roadway , or other such time and location agreed to by the CONTRACTOR and Service Recipient , that will provide safe and efficient accessibility to the CONTRACTOR 'S Collection crew and vehicle . The Service Recipient shall be limited to seven (7) cubic yards of Large Items per Collection . Accordingly , CONTRACTOR shall be compensated for the cost of Collecting Large Items in excess of this limitation in accordance with the "Additional Large Item Collection " service rate as set by the City and as may be adjusted under the terms of this Agreement. Each SFD Service Unit in the Service Area shall be entitled to receive Large Item Collection Service up to three (3) times per Agreement Year . Large Item Collection Service shall be provided within seven (7) Work Days of the SFD Service Unit 's request on a day agreed to by CONTRACTOR and such SFD Service Unit. CONTRACTOR shall not be required to provide Large Item Collection Service if the items left for Collection include Exempt Waste , Used Oil , Construction and Demolition Debris , more than four (4) tires , or items that are not Large Items . CONTRACTOR may also develop rules and policies , subject to CITY approval , that allow it to reject Large Items that are not appropriately bundled or containerized . Section 20 . A new Section 8.07 .3 is hereby added to the Agreement to read as follows : 8 .07.3 Management and Promotion of Service : CONTRACTOR shall promote , manage , staff, operate and administer the Large Item Collection Service in a manner designed to encourage its wide use by residential occupants. More specifically , but w ithout limiting the generality of the foregoing , CONTRACTOR shall promote the Service annually in the annual collection brochure and on CONTRACTOR 's website . CONTRACTOR shall obtain CITY approval of all public announcements related to the Large Item Collection Service . CONTRACTOR shall also consider implementing othe r reasonable promotions of this Service suggested by CITY . Section 21 . A new Section 8 .09 is hereby added to the Agreement to read as follows : 8 .09 Quarterly Textile Collection . CONTRACTOR shall collect Textiles that a re placed with in three (3) feet of the curb , swale , paved surface of the publ ic roadway , closest accessible roadway , or other such locat ion agreed to by the CONTRACTOR and Serv ice Recipient , contained in Service Recipient-prov ided bags , during one (1) week periods quarterly , as mutually determined by the CITY and the CONTRACTOR. Textile Collect ion Service shall be provided during the one (1) week period quarterly . Service Recipient shall call CONTRACTOR seven (7) Work Days in advance to receive such Service . During the one (1) week period in which Textiles are collected , the CONTRACTOR will not be required to make Large Item Collection Service pick -ups . To t he extent they are properly set out for collection , Textiles shall be collected and delive red to the Materials Recovery Facility for processing . CONTRACTOR sha ll develop and provide notification to Serv ice Recip ients that includes the Textile Collect ion schedule , an indication of acceptable and proh ibited Textiles , and the p lacement requirements. Such notificat ions shall be provided in the annual co ll ection brochure and on CONTRACTOR 's website . Section 22 . Section 9 .02 .1 is hereby amended to read as follows : 9 .02.1 Conditions of Service. The CONTRACTOR shall provide Large Item Collect ion Service to all MFD Service Units in the Service Area at the times and in a manner agreed to between the CONTRACTOR and the MFD Service Un it management. The service shall be limited to the Collection of a maximum number of c u bic yards of material per Agreement Year calculated by multiplying the number of Dwelling Un its in the Service Unit by three (3) cubic yards . An MFD Service Un it management may schedule Large Item Collection Service up to three (3 ) times per Agreement Year for no cost up until the MFD Service Unit exceeds the three (3) cub ic yard per Dwelling Unit annual maximum . Accordingly CONTRACTOR shall be compensated for the cost of Collecting Large Items in excess of this lim itation in accordance with the "Addit ional Large Item Collection " service rate as set by the City and as may be adjusted under the terms of this Agreement. CONTRACTOR shall not be required to provide Large Item Collection Service if the items left for Collect ion in clude Exempt Waste , Used Oil , Construction and Demolit ion Debris , more than fou r (4 ) tires , or items that are not Large Items . CONTRACTOR may also develop rules a nd policies , subject to CITY approval , that allow it to reject Large Items that are not appropriately bundled or containerized. CONTRACTOR may adopt reasonable regulations , subject to CITY approval , to ensure that Large Items are appropr iately staged for efficient and economical Collect ion a nd processing . Such regulations may include a requirement that materials be placed in the agreed -upon location prior to 6 :00 a.m . on pick -up day , that only Large Items be p laced in the Roll-Off Container , and that the customer is liable for a reasonab le ext ra handl i ng charge for failure to conform to such regulations . Large Items may be collected in Roll-Off Containers . If a Roll-Off Container is used to collect non-working Large Items , CONTRACTOR and MFD Service Unit management must identify a separate location to stage Reusable Materials and Recyclable Materials for pick-up , including , but not limited to , E-waste , mattresses , and tires , for separate Collection using a flatbed truck. Section 23 . A new Section 9 .02.3 is hereby added to the Agreement to read as follows : 9 .02.3 Management and Promotion of Service: CONTRACTOR shall promote , manage , staff, operate and administer the Large Item Collection Service in a manner designed to encourage its wide use by residential occupants. More specifically , but without limiting the generality of the foregoing , CONTRACTOR shall promote the service annually by direct mailing and emailing a Large Item Collection Service guide to each MFD Service Unit management. CONTRACTOR shall also provide an electronic Large Item Collection Service guide that the MFD Service Unit management can use to educate residents about the Large Item Collection Services . CONTRACTOR shall obtain CITY approval of all public announcements related to the Large Item Collection Service . CONTRACTOR shall also consider implementing other reasonable promotions of this Service suggested by CITY . Section 24 . A new Section 9 .04 is hereby added to the Agreement to read as follows : 9 .04 Quarterly Textile Collection. CONTRACTOR shall collect Textiles that are placed in a location agreed to by the CONTRACTOR and MFD Service Unit management , contained in Service Recipient-provided bags , during one (1) week periods quarterly , as mutually determined by the CITY and the CONTRACTOR. Textile Collection Service shall be provided during the one (1) week period quarterly . Service Recipient shall call CONTRACTOR seven (7) Work Days in advance to receive such Service . To the extent they are properly set out for collection , Textiles shall be collected and delivered to the Materials Recovery Facility for processing . CONTRACTOR shal l develop and provide notification to MFD Service Unit management that includes the Textile Collection schedule , an indication of acceptable and prohib ited Textiles , and the placement requirements . Such notifications shall be provided by direct mailing and emailing . CONTRACTOR shall develop educational material that can be distributed to property residents by the MFD Service Unit management to promote participation in the Textile Collection program . Section 25. Section 11 .09 is hereby amended to read as follows: 11.09 Abandoned Waste . CONTRACTOR shall direct its Collection vehicle d r ivers to note the address , or other location description , at which Solid Waste , Recyclable Material , C&D , and/or Organic Material has been dumped in an apparent ly u nauthorized manner. CONTRACTOR shall deliver the address or description to CITY w ithin three (3) Work Days of such observation . When requested by CITY , CONTRACTOR shall dispatch a truck to Collect any abandoned waste at locat ions in the CITY , whether or not identified by CONTRACTOR pursuant to the foregoing sentence. CONTRACTOR shall Collect abandoned waste from such location within two (2 ) Work Days of receiving the verbal or written request unless special c ircumstances warrant a longer per iod , in which case CONTRACTOR shall notify the CITY of such circumstances and the need for additional time to Collect materials within twenty -four (24) hours of the CITY 's verbal or written notice to Collect abandoned waste . Contractor shall be responsible for Collection , transportation , and Recycling or Disposal of such material. CONTRACTOR shall record the date , time , location , and description of material Collected including estimated volume of such material ; location where such material was Disposed ; and cost of Disposal . Section 26. Section 14 .01 .3 is hereby amended to read as follows : 14.01 .3 Alternative Fuel, Hybrid or Electric Vehicles . CONTRACTOR's fuel- based Collection Service vehicles shall utilize Compressed Natural Gas or Clean Diesel as a fuel. During the term of this Agreement , to the extent required by law , CONTRACTOR shall convert and/or retrofit its Collection Service vehicles to be in ful l compliance with local , State and federal clean air requirements that are adopted during the Term. CONTRACTOR shall be responsible for monitoring the market for alternative fuel , hybrid , and electric Collection Service vehicles and advising CITY of the availab ili ty of such vehicles that CONTRACTOR believes to be economical and of significant economic benefit. In the event that CITY determines it appropriate , it may direct that future acquis itions of Collection Service vehicles be of a specified alternative fuel , hybrid , or electric , subject to the provisions of section 5 .18 .1. Section 27 . Section 14.01 .8 is hereby amended to read as follows : 14 .01 .8 Bin Signage , Painting , and Cleaning . All metal bins of any serv ice type furnished by the CONTRACTOR shall be painted and galvanized . All bins shall display the CONTRACTOR 'S name , CONTRACTOR 'S customer service telephone number, and the number of the bin and shall be kept in a clean and sanitary condition . Such b ins as are provided by the CONTRACTOR shall be steam cleaned by the CONTRACTOR as frequently as necessary to maintain them in a sanitary condition and in a manner that does not allow discharge of wash water into the storm drain system . Bins will be subject to periodic , unscheduled inspections by the CITY and determination as to sanitary condition shall be made by the CITY . Section 28 . Section 14 .04 is hereby amended to read as follows : 14 .04 Equipment Maintenance. CONTRACTOR shall maintain Collection equipment in a clean condition and in good repair always . All parts and systems of the Collect ion equipment shall operate properly and be maintained in a condition reasonably satisfactory to CITY . CONTRACTOR shall wash all Collection vehicles at least once a week , in a manner that does not allow discharge of wash water into the sto rm drain system . Section 29 . A new Section 15 .01 .06 hereby added to the Agreement to read as follows : 15 .01 .06 Contract Manager. CONTRACTOR shall provide a half time contract manager during the term of the Agreement , whose sole function during half of all normal business hours of each Work Day shall be to provide services related to this Agreement. Section 30. Section 16 .01 is hereby amended to read as follows : 16 .01 Recycling Coordinator . CONTRACTOR shall provide a full-time Recycling Coordinator during the Term of this Agreement to conduct targeted outreach , and to coordinate and implement all public education and outreach activities required by this Agreement throughout the Agreement Term . CONTRACTOR shall add one (1) additional full -time equivalent staff member (Recycling Coordinator) during the Agreement Year that begins July 1, 2021, to be primarily focused on working with Customers to achieve the higher diversion and compliance with the requirements of SB 1383 , including participation in edible food waste recovery . CONTRACTOR will meet with CITY annually to develop a work plan for the Recycling Coordinator , to be implemented in the following year , to address compl iance with state law and CITY pr iorities . Beginning with the Rates for the Agreement Year in which the state 's final SB 1383 implementing regulations first take effect and annually thereafter , the Rates shall be adjusted to include the costs of such additional full -time equivalent staff person or persons . Such cost shall not exceed one hundred fifty thousand dollars ($150 ,000) per FTE . Section 31. Section 16 .02 is hereby amended to read as follows : 16 .02 Public Outreach and Education Services . CONTRACTOR , at its own expense , shall prepare , submit and implement an annual (Agreement Year) Public Education and Outreach Program beyond the City 's Public Education and Outreach Program. The proposed action plan shall be created in consultation with the CITY and be submitted annually for City Approval no later than March 3P1 for the next Agreement Year . The program must include a minimum of twelve (12) campaigns per year , designed to increase diversion as well as residential and commercial participation. Campaigns should target certain Recyclable Materials or "problem areas " of the CONTRACTOR 'S Service Area where improvements can be maximized . Targets of outreach should be based on local trends and recycling patterns based on informat ion obtained by both the City Representative and CONTRACTOR staff. Section 32 . Section 18 .06 .2 of the Agreement is amended to read as follows : 18.06 .2 Recycling Data. Indicate , by material type (and grade where appropriate), the monthly totals of Recyclable Materials processed and Diverted , including facility name and location, average price received or paid per ton and total recycling revenue , expenditures , and total net costs or proceeds . Indicate any quantities , by material type , donated or otherwise Diverted without compensation . Indicate number of Recycling Bins and Carts distributed by size and Service Unit type . Also provide the location for residue Disposed. Tons of Recyclable Materials Diverted and of residue Disposed may be based on average amounts for such items published by the relevant Processing or Disposal Facility or on waste characterizat ion studies by such Facilities . Section 33 . Section 18 .06 .3 of the Agreement is amended to read as follows : 18.06 .3 Organic Waste . Indicate the monthly totals of Organic Waste processed and Diverted , including facility name and locat ion , average price received or paid per ton and total Organic Waste revenue , expenditures , and total net costs or proceeds. Indicate total tons provided to CITY , to CITY residents or otherwise Diverted w ith out compensation . Indicate number of Organic Waste Bins and Carts distributed by s ize and Service Unit type . Indicate number of Organic Waste Pails ("kitchen pails ") and commercial indoor organic containers distributed. Also provide the locat ion for residue Disposed . Tons of Organic Waste Diverted and of residue Disposed may be based on average amounts for such items published by the relevant Processing or Disposal Facility or on waste characterization studies by such Facilities . Section 34 . A new Sect ion 18 .08 is hereby added to the Agreement to read as follows : 18 .08 Large Item Service Collection, Textiles, and New Programs . Indicate , by material type (and grade where appropriate), the monthly totals of items and mater ials processed and Diverted through Large Item Collection Service , Textile Collection and/or any new program added after the Effective Date , inc luding facility name and location , average price received or paid per ton and total revenue , expenditures , and total net costs or proceeds. Indicate any quantities , by material type , donated or otherw ise Diverted without compensation. Indicate number of Roll-Off Conta i ners , Recycling Bin s and Carts distributed by size and Service Unit type . Also provide the location for residue Disposed . Tons of materials Diverted and of residue Disposed may be based on average amounts for such items published by the relevant Processing or Disposal Facility or on waste characterization studies by such Facilit ies. Section 35: Section 25 .02 is amended to read as follows : 25.02 Subject to Public Resources Code Section 40059 .1, CONTRACTOR agrees to protect and defend CITY with counsel selected by CONTRACTOR and approved by CITY , to pay all attorneys ' fees , and to indemnify and hold CITY harmless from and against all fines or penalties imposed by the Cal ifornia Integrated Waste Management Board if the diversion goals specified in California Public Resources Code Section 41780 as of the date hereof and hereafter throughout are not met by the CITY with respect to the Materials Collected by CONTRACTOR and if the lack in meeting such goals are attributable to the failure of the CONTRACTOR to implement and operate the recycling or diversion programs or undertake the related act ivities required by this Agreement. Section 36: Section 25.05 is amended to read as follows : 25 .05 Subcontractors . CONTRACTOR shall require all subcontractors that control, are controlled by or are under common control with CONTRACTOR to enter into an agreement containing the provisions set forth in the preceding subsection in which agreement the subcontractor fully indemnifies the CITY in accordance with this Agreement. Section 37 . A new Section 26 .06 is hereby added to the Agreement to read as follows : 26 .06 Excuse From Performance. The parties shall be excused from performing their respective obligations hereunder in the event they are prevented from so performing by reason of Uncontrollable Circumstances . In the case of labor unrest or job action directed at a third party over whom CONTRACTOR has no control , the inability of CONTRACTOR to provide Collection Services due to the unwillingness or failure of the third party to provide reasonable assurance of the safety of CONTRACTOR's employees while providing Collection Services or to make reasonable accommodations with respect to container placement and point of delivery , time of Collection or other operating circumstances to minimize any confrontation with pickets or the number of persons necessary to make Collections shall , to that limited extent , excuse performance and provided further that the foregoing excuse shall be conditioned on CONTRACTOR's cooperation in making Collection at different times and in different locations . The party claiming excuse from performance shall , within a reasonable period of time under the circumstances but no later than two (2) calendar days after such party has notice of such cause , give the other party notice of the facts constituting such cause and asserting its claim to excuse under this Section . In the event that either party validly exercises its rights under this Section , the other party hereby waives any claim against the exercising party for any damages sustained thereby , including , without limitation , liquidated damages . The partial or complete interruption or discontinuance of CONTRACTOR 's services caused by one or more of the Uncontrollable Circumstances described in this Article shall not constitute a default by CONTRACTOR under this Agreement. Notwithstand ing the foregoing , however, (1) the existence of an excuse from performance will not affect CITY's right to perform Collection Services under Section 26 .01 .6; and (2) if CONTRACTOR is excused from performing its obligations hereunder for any of the causes listed i n this Section for a period of thirty (30) calendar days or more , other than as the result of third party labor disputes where service cannot be provided for reasons described earlier in this Section , CITY shall nevertheless have the right , in its sole d iscretion , to terminate this Agreement by giving ten (10) calendar days ' notice , in which case the provisions of Article 26 shall apply . Section 38 . Section 27 .01 is hereby amended to read as follows : 27.01 Agreement Modifications and Changes in Law . The CITY and the CONTRACTOR understand and agree that the California Legislature has the authority to make comprehensive changes in Solid Waste Management legislation and that these and other changes in law in the future which mandate certain actions or programs for counties or municipalities may require changes or modifications in some of the terms , conditions or obligations under this Agreement. The CITY and CONTRACTOR acknowledge that, as of the date of this Agreement , legislation (including , but not limited to , SB 1383) has been enacted into law that upon its implementation by regulatory agencies will have a significant impact on the manner in which Collection Services are provided. The CITY and CONTRACTOR agree that , as the appropriate regulatory bodies continue to develop final rules and regulations implementing such legislation , the CITY and CONTRACTOR will meet and confer as requested by CONTRACTOR or the CITY Contract Manager or their designees to discuss how such rules and regulations may impact the services provided and CONTRACTOR 's costs under th is Agreement. Prior to such meet and confer period , CONTRACTOR agrees to minimize actions (such as replacement of Collection vehicles) that may be affected by such rules and regulations . The CONTRACTOR agrees that the terms and provisions of the City of Dublin Municipal Code , as it now exists or as it may be amended in the future , shall apply to all of the provisions of this Agreement and the Service Recipients of the CONTRACTOR located within the Service Area . In the event any future change in any law or regulat ion applicable to this Agreement (including , without limitation , pursuant to the preceding paragraph), modifications to the Municipal Code , or directed changes by the CITY materially alters the obligations of the CONTRACTOR , then the affected compensat ion as established under this Agreement shall be adjusted . Nothing contained in th is Agreement shall require any party to perform any act or function contrary to law . The CITY and CONTRACTOR agree to enter into good faith negotiations regarding modifications to this Agreement which may be required in order to implement changes in the interest of the public welfare or due to change in law . When such modifications are made to t his Agreement , the CITY and the CONTRACTOR shall negotiate in good faith , a reasonable and appropriate compensation adjustment for any increase or decrease in the services or other obligations required of the CONTRACTOR due to any modification in this Agreement under this Article . The CITY and the CONTRACTOR shall not unreasonably withhold agreement to such compensation adjustment. Section 39 . A new Section 27 .06 hereby added to the Agreement to read as follows : 27 .06 Agreement Performance Review . The CITY may conduct , and CONTRACTOR shall cooperate with , one or more performance reviews at any point during the Term of this Agreement to verify CONTRACTOR has fulfilled operat ional obligations under this Agreement. The purpose of such review shall be , without limitation, to determine if CONTRACTOR has met the performance standards described in this Agreement. CITY may choose to enlist professional service providers that are reasonably acceptable to CONTRACTOR to perform such reviews , and CONTRACTOR shall be required to pay CITY 'S actual costs for such services up to fifty thousand dollars ($50 ,000) per performance review, which shall be a pass-through cost included in the Collection Service Rates in the subsequent Agreement Year . CONTRACTOR shall cooperate with the CITY and its agents during the review process . If any noncompliance with the Agreement is found , the CITY may direct the CONTRACTOR to correct the inadequacies. Performance and service quality review hearings may be scheduled by the CITY at its discretion throughout the Term of the Agreement. Section 40 . A new Section 27 .07 hereby added to the Agreement to read as follows : 27 .07 Agreement Compensation Review . Once every three (3) years , the CONTRACTOR may request that CITY , or CITY may on its own initiative , conduct a compensation review to verify CONTRACTOR 's compensation is and will be consistent with an operating ratio not greater than 90%. CONTRACTOR shall fully cooperate with CITY 's review. The purpose of such review shall be , without limitation , to review all of CONTRACTOR 's actual costs and revenues , excluding any costs contained in the Recyclable Materials Diversion Compensation Element and in the Organic Waste Diversion Compensation Element , and compare them to the compensation received over the same time period. CITY may choose to enlist professional service providers that are reasonably acceptable to CONTRACTOR to perform such reviews , and CONTRACTOR shall be required to pay CITY 'S actual costs for such services up to fifty thousand dollars ($50 ,000) per review , which shall be a pass-through cost through the Collection Service Rates . CONTRACTOR shall cooperate with the CITY and its agents during the review process . The review shall be used to adjust the estimated costs that are used to calculate Rates in the next rate setting , and the next rate setting shall i nclude an adjustment by an amount necessary to ensure that CONTRACTOR 's compensation was and is consistent with an operating ratio not greater than 90%. The Parties acknowledge that the review may result in an increase or decrease in Rates to reflect actual costs and revenues . A new Exhibit that describes the methodology for performing such review and is mutually agreeable to CITY and CONTRACTOR will be added to the Agreement within one hundred and eighty (180) days after the effective date of this Agreement. Section 41. A new Section 35 .03 .1 is hereby added to the Agreement to read as follows : 35.03 .1 Notwithstanding the foregoing , "assignment" shall not include a sale , exchange or other transfer of outstanding voting securities of CONTRACTOR to other members , or from an existing member to his or her family members or trusts of which his or her family members are the beneficiaries . Section 42 . Article 42 is hereby amended to read as follows: 42 .01 Except as provided herein , whenever either party desires to give notice to the other , it must be given by written notice by personal delivery , U .S. mail or nationally- recognized courier addressed to the party for whom it is intended , at the place last specified and to the place for giving of notice in compliance with the provisions of this paragraph . For the present , the parties designate the following as the respective persons and places for giving of notice : As to the CITY : Linda Smith City Manager City of Dublin 100 Civic Plaza Dublin , CA 94568 Telephone : (925) 833-6650 Fax : (925) 833-6651 E-Mail : linda .smith@dublin .ca.gov As to the CONTRACTOR: Robert J . Molinaro President Amador Valley Industries , LLC . P .O. Box 1048 Pleasanton , CA 94566 Telephone : (925) 846-4062 Fax : (925) 846-8058 E-Mail : Debb ie@pleasantongarbageservice .com 42 .02 Notices shall be effective when received at the address as specified above . Changes in the respective contact name , title or address to which such notice is t o be d irected may be made by written notice . Facs imile or electronic ma il transm iss io n is acceptable notice , effective when received , however, facsim ile or electronic ma il transmissions received (i .e ., printed or sent) after 4 :30 p .m . or on weekends or holidays , w ill be deemed received on the next business day . The original of items that are transm itted by facsimile or electronic mail must also be sent by persona l delivery , U .S . m a il o r nationa lly -recognized courier as requ ired here in . 42 .03 Notice by CITY to CONTRACTOR of a Collection or other Service Recipient problem or complaint may be given to CONTRACTOR orally by telephone at CONTRACTOR 'S local office with confirmation sent as requ ired above by the end of t he Work Day . Section 43 . Exhibit 1 is hereby deleted in its entirety and replaced to read as shown in Exhib it A to th is Amendment. Section 44. Pages 79-80 of Exhibit 2 are hereby deleted and replaced t o read as shown in Exhibit B to this Amendment. Section 45 . Exhibit 13 is hereby added to read as shown in Exhibit C to this Amendment. Section 46 . In the event of a conflict between the Agreement and this Amendment , this Amendment will control. Except to the extent inconsistent with this Amendment , t he parties ratify and confirm all of the terms and conditions of the Agreement. [SIGNATURES ON THE NEXT PAGE] IN WITNESS WHEREOF , the parties hereto have caused this Amendment to be executed as of the date and year first written above . Dated : ------ Attest: By : Marsha Moore City Clerk APPROVED AS TO FORM : By : John D. Bakker City Attorney Dated : t ..,,..) l-2--0 CITY OF DUBLIN By :----------- Linda Smith City Manager AMADOR VALLEY INDUSTRIES , LLC , a California limited liability company By : Its : f t,GS /JJ(SJ1_!1 Exhibit A Revised Exhibit 1 Exhibit 1 City of Dublin, CA COMPENSATION AND RATES CONTRACTOR Compensation Collection Compensation Element ** Collect ion Comp . Element -Officer Compensation * Commercial Recycl i ng Compensation Element Com . Recycling Comp . Element Reduction Amount Disposal Compensation Element Conta i ner Compensation Element Recyc la ble Materials Diversion Compensation Element Organ ic Waste Diversion Compensation Element Vehicle and Administration Asset Element** Fee Compensation Element Total Costs *Set amount not updated annually ** Fee includes operating ratio per Section 27.07 Agreement Year July 1, 2020 -June 30, 2021 $12 ,560,248 $84 0 ,000 $639,330 -$607,266 $1 ,379 ,947 $312,244 $1 ,272,002 $350,399 $1,595,576 $5 ,587 ,696 $23,930,176 Exhibit 1 (Cont) City of Dublin, CA COMPENSATION AND RATES EMERGENCY SERVICE RATES EMERGENCY SERVICES RATES -EMPLOYEES Page 1 of 1 Pages Hourly Rate Hourly Rate Labor Po sition Monday -Saturday Sunday Operations Manager $ 300.00 $ 390.00 Route Sup erv isor $ 300.00 $ 390.00 Driv e r $ 225.00 $ 255 .00 Recycling Co ordinator $ 225 .00 $ 255 .00 Cieri cal $ 105 .00 $ 105 .00 EMERGENCY SERVICE RATES -EQUIPMENT Page 1 of 1 Pages Equipme nt Type Make & Model Hourly Rate Vehi cle Roll Off $ 168 .00 Vehi cle Rear Loader $ 228 .00 Vehi cle Front End Loader $ 228 .00 Vehi cle Automated Side Loader $ 228 .00 Exhibit B Revised Exhibit 2 (Partial) Step 1 la l b le l d le Exhib it 2 City of Dublin , CA Com pensation Adjust men t Model The annua l compensation adjustment is calculated in accordance wi th the procedures set forth in Article 5 of the Collection Service Agreement. This exhibit is provided as an example of how the indiv idual calculations are used to develop the overall compensation Collection Compensation Element Calcu late RRI F actor Use "RRI Input" Mod ule to input current yea r i n di ces Ind ice s 2018 2019 Labor -Teamsters Union Local 70 Contract (summation of monthly average perperson of salary +benefits+pension) 10,449 .59 11 ,236.42 Series ID · wpu141301 Motor Vehicle Mfg -Vehicles on Purchased Chassis 245 .00 258 .00 Series 1u· wpu1144UJ /ti Ina I ruck & tractor Mrg . -Parts ror tnaustrial work trucks 266.23 276.90 Series ID : CUURS498SAO -CPI -All Urban Con sumers -CUUR$49BSAO 285.55 295 .00 Model calculates% chan ge in current and prior year Indices Delta % Previous Yea r to Yea r 2018 2019 Labor -Teamsters Union Local 70 Contract -0 .08% 7.53% Series ID : wpu141301 Motor Vehicle Mfg .-Vehicles on Purchased Chassis 3.33% 5 .31% Series ID : wpu1144u,H ts Ind . Truck 6. tractor Mfg. -Parts for 1naustna1 work trucks 1.30% 4 .01% Series ID : CUURS49BSAO -CPI -All Urban Cons umers -CUURS49BSAO 3 .87 % 3.31% Use "RRI Input" Modu l e to In p ut CONTRAC TOR fi n ancia l data Contracto r Financial Da ta Calendar Year 2018 2019 Labor $ 4,307 ,722 $ 4 ,738,408 Vehicle Replacement $ 252 ,539 $ 296 ,530 Vehicle Maintenance $ 2,166 ,72 7 $ 2,374 ,551 All Other $ 2,880 ,378 $ 3 ,872,450 $ 9,607 ,366 $ 11 ,28 1,939 Mode l calculates we ig htin g factor for eac h cat eg ory Co ntractor Weighting '/, 2018 2019 Labor 44 .84% 42 .00% Vehicle Replacement 2.63% 2 .63% Veh icle Maintenance 22 .55% 21 .05% All Other 29 .98% 34 .32% Total 100.00 % 100 .00 % Model multiplies in dex change (1b) by w eig hti ng factor (1d) RRI % (Li m ited to 10%1 2018 2019 Labor -T eamslers Union Local 70 Contract -0.04 % 3 .16% Series ID : wpu141301 Motor Vehicle Mfg .-Vehicles on Purchased Chassis 0 .09% 0 .14% Series ID : wpu114 40378 Ind . Truck & tractor Mfg .• Parts for Industrial wor1< trucks 0 .29% 0 .84% l~enes IU : _ ~~u .• -._,,.., -All uroan l;onsumers - CUURS49BSAO 1.16% 1.14% RR I Fact or 1.50% 5.28 % Calculate An n ual Growth Factor Annual Growth % 2018 2019 Average M on thly Rev enue Beginnin g Calculated Revenue $ 1,878,786 $ 2,189 ,135 Ending Calculated Revenue $ 1,980,886 $ 2,215,739 Ann ua l Growth Factor 5.43% 1.22% Ca lcul ate Co l lectio n Co mpens at io n E le m ent A dj ustm e nt (((Collection Compensation(·) $840,000) x Annual Growth Factor)) x RRI Factor (+) $840 ,000) 2018 2019 AG Factor 5.43% 1.22% RRI Factor 1.50% 5 .28% Total AG & RR I Factors 6.93% 6.50% 4 11 D is posal Compens ati on Element Calcu l ate App rove d Tip Fee Factor Tippi n g Fee % 2019 2020 IApprovec 11pp 1ng t-ee $ 41 .07 $ 42 .25 Ti pp in g Fee Fact or 3 .14% 2 .8 7% 5 Calculate Annu al Tonnage Factor Calc ulated To n nage % 20 18 20 19 Prior Calculated Tonn ag e 30,647 31 ,554 Icurrent Ca lculated I onnage 31,554 32 ,662 Ton nag e Factor 2 .96% 3 .51% Calculate Disposal Compensation Element Adjustment ((Annual Tonnage Factor x Disposal Compe nsa tion) x Tip Fee Factor) 2018 2019 Tip Fee Factor 3.14% 2.87 % Annual Tonnage Factor 2.96% 3.51% Commercial Recyc ling Compensation Annual Co mmerci al Ton nage Diverted 2 01 8 2019 Prior Calculated Tonnag e 3,372 3,163 vurrem 1...,aIcuIa1ea I onnage 3,163 3,007 To n nage Fa ctor -6 .2 1% -4.9 2% Calculate Commercial Recycling Element Adj ustment ((Annual Tonnage Factor x Commercial Recycli ng Compensation) x RRI Factor)(-) $607 ,266 2018 2019 RRI Factor 1.50% 5.28 % Annual Tonnage Factor (Cannot be less than 0) 0 .00% 0.00% 9 Recyclable Materials Diversion Compensation Element 20 18 2019 Tonnage 8,480 , Ippmg f-ee $ 150 .00 Tota l $ 1,272 ,002 10 Organic Waste Diversion Compensation Element 2018 20 19 Tonnage 9,470 I IppIng t-ee $ 37 .00 Total $ 350 ,399 1 Veh icle and Admin Asset Replacement Element 2019 2020 Annual Amount $ 1,595 ,576 I:;ectIon o. rn -ACJus tment 0 Tota l $ 1,595 ,576 2 Calculate Fee Element Adjustment Fee % 201 9 2020 Franchise Fee % 16 .35% 16 .35% IACmImstra1Ive t-ee % 7.00% 7.00% Fee Per ce ntag e 23 .35 % 23 .35% Collection Serv ice Compensation 20 19* 2 020 Collection Compensat i on Ele m e n t $ 12,626 ,531 $ 13,400 ,248 Commercial R e cycling Compensation Element $ -$ 32,064 D i sposal Compe nsation El em e n t $ 1 ,295 ,959 $ 1,379,947 Cont aine r Compe nsati on Elem e n t $ 308,481 $ 312,244 Rec yclable Ma ter ials D ive r sion Compensatio n Ele me nt $ 1 ,484 ,670 $ 1 ,272 ,002 Organ ic Was te Divers ion Co mpen sation Eleme nt $ 370,659 $ 350,399 Veh icl e an d Adm inistrat ion El emen t $ 1 ,595 ,575 $ 1 ,595 ,576 Subtotal $ 17 ,68 1,875 $ 18 ,342,4 80 Fee Comp ens ation Element $ 5 ,386,455 $ 5 ,587 ,696 Total Compensation $ 23,068 ,330 $ 23 ,930 ,17 6 • Inc ludes u pdated cost s from t he Amended and R estated Agreement Exhibit C Exhibit 13 (New) Exhi bit 13 Vehicle & Administrative Equipment Acqu isition Cost I (Estimated Cost) Type of Vehicle Number of Vehic les Agreeme nt Year July 1, 2020 -June 30 , 2021 Automated Trucks (Cart Pick -Up) -Replacement 5 $2,582 ,130 Front End Loader Trucks (Commercial Bin Pickup) -Replacement 6 $3,412,452 Rol l Off Trucks (Drop Box Pick-Up ) -Replacement 2 $487 ,146 Rear Loader -Replaceme nt 1 $481 ,364 Flat Bed Truck -Replacement 1 $103 ,177 Fork Truck -Replacemen t 1 $243 ,027 Pick-up Trucks & Trailer -Rep lacement 2 $157,959 Flatbed (Stakebed) -New 1 $103 ,177 Rear Loader -New 1 $481 ,364 r Estimated Vehicle Replacement Cost $8,051,796 Administative Equipment Adm in istrat ive Equipment $250,000 Estimated Asset Costs $8,301,796 Estimated Annual Amortized Cost s Estimated Annual Expense Estimated Vehicle Replacement a nd Ad m inist r ative Equ i pment Cos t s (e q ual annual amortiza t ion over 15 years ) $553,453 Estimated Year 1 Financing Costs • $435 ,844 Est imated Operati ng Ratio Costs $109,922 I Total Estimated Annual Cost $1 ,099,219 *Represents 1st year interest costs. ATTACHMENT 3 Summary of Changes to AVI Collection Service Agreement FINANCIAL CHANGES Extend the term of the agreement for 15 years. Updated Year 1 Baseline Compensation to account for increases in operational costs, capital equipment replacement and new or expended programs, including the need for additional administrative staff. New Hybrid Rate Model was created, in which annual rate adjustments would continue to be made, but regular financial reviews will also be conducted, by a third-party administrator. The third-party administrator will review costs and revenues every three years to confirm reasonableness and to ensure that an industry standard level of operating margin is being maintained by AVI. Administrative compensation costs are capped at $840,000. The cost will be included in the Collection Element and will not be increased by the annual rate adjustment. Three new elements are being created to help separate costs, rather then blended, which the rate model has historically done. Recycling Element will capture the cost to dispose of recycling materials, by taking the prior calendar years tonnage and multiplying that amount by the cost per ton. If the recycling market rebounds and AVI is able to sell their goods, Dublin customers will receive a credit toward their rates. The costs associated with processing recyclables (hauling, bailing etc.) will continue to be reported in the collection element. Organics Elements will capture the cost to dispose of organic materials, by taking the prior calendar years tonnage and multiplying that amount by the cost per ton. The costs associated with organics processing costs (hauling, grinding, floor processing. loading, etc.) will continue to be reported within the Collection Element. Vehicle and Admin Asset Element is being created to track the costs of vehicle and Admin Asset replacements. The amounts contained in the Vehicle and Admin Asset Replacement Element are estimates. Once the assets have been purchased the amount will be reconciled and adjusted. This element will not be adjusted annually as part of the annual rate adjustment. Commercial Recycling Element will continue to be calculated as prescribed in the Agreement, but a credit of $607,266 will be applied to the final compensation calculation each year. PROGRAM/SERVICE CHANGES Enclosure Clean-Up - This will focus on the cleaning of overflowing bins and working with customers to proactively address the issue. Collection of Illegally Dumped Material in the City Right-of-Way - This will focus on the prompt identification and removal of material illegally dumped on City property. Quarterly Residential Textile Collection - Under this program, AVI will work with charities and local companies to recycle and re-use textiles. ATTACHMENT 3 Expanded Large Item Pick-Up - This will focus on outreach and assistance to Multi-Family Dwellings that may be underutilizing the service. Saturday Commercial Organic Collection Services will be available for Commercial Service Units that have a minimum of three (3) service days during the week (Monday through Friday). On June 19, 2019, The City Council opted into participating in the Alameda County Waste Management Authority’s Mandatory Recycling Ordinance Phase II (MRO). As the program continues to expand, additional AVI resources have become necessary, including another hauler and increased staff time. These costs are now being incorporated into the agreement extension. The costs associated with the MRO will be tracked separately and adjusted as necessary every three years. Increase diversion within 5 years from 50% to: • Non Construction & Debris(C&D) – 75% • C&D Portland Cement – 90% • Remaining C&D except as otherwise provided in the City Municipal Code where AVI Collects all material – 75% AVI and the City will continue to look into the feasibility of alternate fuel vehicles, such as hybrid or electric, when purchasing new vehicles. AVI will add an additional recycling coordinator to help implement SB 1383. AVI’s public outreach plan will be created in consultation with the City, at the expense of the Contractor. Specifically, Contractor will promote the Large Item Pick-up program. MINOR ITEMS/CLEAN-UP LANGAUGE Required metal bins and equipment will be washed in a manner that does not allow discharge of wash water into the storm drain system. Required AVI to dedicate a half time-contract manager. Added an Uncontrollable Circumstance(s) clause that excuses the contractor from performance of certain obligations when events outside the control of the contractor are occurring. Added language that requires the City and AVI to meet and confer when any law is enacted that will have a significant impact on Collection Services. Added a clause that allows the City to do performance reviews. Updated assignment language. Updated/Added Definitions. COLLECTION SERVICE AGREEMENT How 80 Whore to Rocyclo I. Ii 3fr:;¡.pwÖ<o\e· Executed Between the City of Dublin and Amador Valley Industries, LLC January 12, 2005 1,%_ l~,'i.[i\W\}.~' Page 1 Collection Service Agreement This page intentionally left blank. Page 2 City of Dublin TABLE OF CONTENTS Collection Service Agreement ARTICLE 1_ Definitions........._ _ ___ ............ ........_ __ ___................._ ____................. - ___.................6 ARTICLE 2. Term of AgreemenL_.................._____..................____..................._____........·..14 ARTICLE 3. Services Provided by the Contractor.....____..................____..................._____..·14 ARTICLE 4, Service Billing and Collection_..................______................________.................___24 ARTICLE 5, Compensation and Rates ______..................______................_______..................___26 ARTICLE 6. Diversion Requirements ____..................,_____................________..................____..31 ARTICLE 7. Service Units .............____.................._______......."..,....._____'.............'..._______.,..31 ARTICLE 8. SFD Collection Services __...............,_____..................._____.................,_____......32 ARTICLE 9. MFD Collection Services ___.................._____................______..................______...35 ARTICLE 10. Commercial Collection Services ........____.................______.................._____....37 ARTICLE 11. CITY Collection Services ___.................____..................._____................._____...38 ARTICLE 12_ Collection Routes ...................___.........,.........____..................____...............,,41 ARTICLE 13. Minimum Peñormance and Diversion Standards__................._____............,42 ARTICLE 14. Collection Equipment.............. ____ ___.............., .._____................... ---... ........ ..,42 ARTICLE 15_ Contractor's Office.. .......,... ,.., ___ __ __..............., ___ __............. ....-- - ---............ ..,45 ARTICLE 16_ Other Services _.................. ____...................._ _ __..................__ ---............ ....__,46 ARTICLE 17_ Emergency Service provisions ................______................._____................,__,49 ARTICLE 18_ Record Keeping and Reporting Requirements..................-----................-,4g ARTICLE 19_ Nondiscrimination.,............. _ _ __ __......,.., ,...... ____............... ,.. - ---...........,.. ...- -- 52 ARTICLE 20. Prevailing Wages and Worker Retention ......_____..........,......____................_53 ARTICLE 21. Service Inquiries and Complaints .._____................_____................._____..........53 ARTICLE 22. Quality of Peñormance of Contractor____................_____................______........54 ARTICLE 23. Performance Bond.. ___ _ _................., ___ ___........... ,.., ___ _ _............... ..--- ___.........57 ARTICLE 24. Insurance....... ,....._ _ ____ .............." ._____............... ..-- ---. ......,......, --- ____............57 ARTICLE 25. Indemnification.. ___ _.................. ..__ __.............. ....- --................. - ----............. ..60 ARTICLE 26. Default of Contract..__................,..___.................___.........,.........,___·..·..........61 ARTICLE 27. Modifications to the Agreement .....____................_____................._____...........64 ARTICLE 28. Legal Representation_.. .......... ..... ..__.................,.._ -...................- _..............65 ARTICLE 29. Financial Interest ......__...............,..,____......,...........___.................____............66 ARTICLE 30. Contractor's Personnel.._____.................____................._____......·..·........___·....66 ARTICLE 31. Exempt Waste ...........,....____.................____.................____................._____.....67 ARTICLE 32. Independent Contractor ____.... ............._ ___ _........... ,.., --- --............ ,.....- --...... ..67 ARTICLE 33. Laws to Govern ......._______................____................______...............______..........67 ARTICLE 34. Consent to Jurisdiction .............._____.................____................_____.............__67 ARTICLE 35. Assignment......... ,.... ___........... ....... _ ___................ ___ __.....,.... ...... --- _..............67 ARTICLE 36. Compliance with Laws ____.................___............,.....__.................____...........,69 ARTICLE 37. Permits and Licenses ____..................____..............._____................_____...........69 ARTICLE 38. Ownership of Written Materials..........____............,.._____.................___....·..·..69 ARTICLE 39. Waiver ........... ______............ ,....._ _ __..............._ ____.............. _____................_ _..... 69 ARTICLE 40. Prohibition Against Gifts ......______................____.............._______...............___...70 ARTICLE 41, Point of ContacÍ---_................______.................____..............______................__.. 70 ARTICLE 42. Notices ..........._____................._____................____............... -----................ --.. 70 ARTICLE 43. Transition to Next Contractor..___................____.............._____................___.... 71 u"'~-___Y' 1-\ ðYIjlf<}i'¡;:Þ Page 3 Collection Service Agreement ARTICLE 44. Contractor's Records ...................'..________................,......._____................... 71 ARTICLE 45_ Entire Agreement____......................._____.._.............,........________.................._ 72 ARTICLE 46_ Severability ...._______".................._________......................_..______...................___ 72 ARTICLE 47. Right to Require Peñormance....__..........................______......................____. 72 ARTICLE 48. All Prior Agreements Superseded ..............________......................_____.......... 72 ARTICLE 49. Headings_ - -..................... _____ __..................... ... _ ___ __...... ,.............. _ ____ _......... 72 ARTICLE 50. Exhibits ....------.._.....................________.......................____ ___...................___ _.. 73 ARTICLE 51_ Effective Date_____.................,...._______......................._________..........,...,...._____ 73 EXHIBIT 1 EXHIBIT 2 EXHIBIT 3 EXHIBIT 4 EXHIBIT 5 EXHIBIT 6 EXHIBIT 7 EXHIBIT 8 EXHIBIT 9 EXHIBIT 10 EXHIBIT 11 Compensation and Rates Compensation Adjustment Model City Service Units Collection Service Performance Bond Approved Subcontractors City Sponsored Events AVI Transition Plan AVI Public Education Plan AVI Diversion Plan AVI HHW Disposal Event Plan Vehicle Specifications Page 4 City of Dublin 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 1718 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 Collection Service Agreement CITY OF DUBLIN This Agreement made and entered into this 12'h day of January, 2005, by and between the City of Dublin, a municipal corporation of the State of California, hereinafter referred to as "CITY" and Amador Valley Industries, LLC., a California limited liability corporation, hereinafter referred to as "CONTRACTOR"_ RECITALS WHEREAS; the Legislature of the State of California, by enactment of the California Integrated Waste Management Act of 1989 ("Act") and subsequent additions and amendments (codified at California Public Resources Code Section 40000 et seq.), has declared that it is in the public interest to authorize and require local agencies to make adequate provisions for Solid Waste Collection within their jurisdiction; and. WHEREAS; the State of California has found and declared that the amount of Solid Waste generated in California, coupled with diminishing landfill space and potential adverse 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 the Act, directed the responsible State agency, and all local agencies, to promote disposal site diversion and to maximize the use of feasible Solid Waste reduction, re-use, recycling, and composting options in order to reduce the amount of Solid Waste that must be disposed of in disposal sites; and. WHEREAS; the City finds that the voters of Alameda County, through the Alameda County Source Reduction and Recycling Plan required by the Waste Reduction and Recycling Act of 1990 (Measure D), have adopted a policy goal to reduce the total quantity of Solid Waste landfilled in Alameda County by diverting seventy five percent 75%) of the materials generated in Alameda County from landfills by 2010; and WHEREAS; under Chapter 5.32.130 of the City's Municipal Code, the City has the authority to issue an exclusive franchise to a Contractor to provide for the Collection of Solid Waste and Organic Materials; and WHEREAS; pursuant to California Public Resources Code Section 40059(a) as may be amended from time to time. the City has determined that the public health, safety, and well-being require that an exclusive right be awarded to a qualified Contractor to provide for the Collection of Solid Waste, Recyclable Materials, and Organic Materials, except for Collection of materials excluded in the City's Municipal Code, and other services related to meeting the Act's 50% Diversion goal and other requirements of the Act; and, WHEREAS; the City further declares its intent to regulate Contractor's compensation and set the rates Contractor will charge customers for the Collection, transportation. processing, recycling, composting, and/or disposal of Solid Waste, Recyclable Materials, Organic Materials; and U1~\I I jXjK~~ Page 5 Collection Service Agreement 39 WHEREAS; the City Council has determined through a competitive procurement 40 process for Collection Services that Contractor, by demonstrated experience, reputation 41 and capacity, is qualified to provide for the Collection of Solid Waste. Recyciable 42 Materials. and Organic Materials within the corporate limits of the City, the transportation 43 of such material to appropriate places for processing, recycling, composting and/or 44 disposal; and City Council desires that Contractor be engaged to perform such services 45 on the basis set forth in this Agreement; and 46 WHEREAS; the Contractor. through its proposal to the City, has proposed and 47 represented that it has the ability and capacity to provide for the Collection of Solid 48 Waste. Recyclabie Materials, and Organic Materiais within the corporate limits of the 49 City; the transportation of such material to appropriate places for processing, recycling, 50 composting and/or disposal; and the processing of materials; and 51 WHEREAS, this Agreement has been developed by and is satisfactory to the City and 52 the Contractor, 53 Now, therefore, in consideration of the mutual covenants, conditions and consideration 54 contained herein, the CITY and CONTRACTOR hereby agree as hereinafter set forth: 55 ARTICLE 1. Definitions 56 For the purpose of this Collection Service Agreement, hereinafter referred to as 57 "Agreement", the definitions contained in this Article shall apply unless otherwise 58 specifically stated_ If a word or phrase is not defined in this Article, the definition of such 59 word or phrase as contained in Chapter 5.32 of the Dubiin Municipal Code shall control. 60 When not inconsistent with the context, words used in the present tense include the 61 future, words in the plural include the singular, and words in the singular include the 62 plural. Use of the masculine gender shall include the feminine gender_ 63 1.01 AB 939. The California Integrated Waste Management Act (California 64 Public Resources Code Sections 40000 et al.), as amended from time to time. 65 1.02 Aqreement The written document and all amendments thereto, between 66 the CITY and the CONTRACTOR, governing the provision of Collection Services as 67 provided herein. 68 1.03 Aqreement Year. Each twelve (12) month period from July 1" to June 30'h, 69 beginning July 1, 2005. 70 1_04 Alternative Dailv Cover (ADC). Disposal Facility cover material, other than 71 Organic Waste and at least six (6) inches of earthen material, placed on the suñace of 72 the active face of the refuse fill area at the end of each operating day to controi vectors, 73 fires, odor, blowing litter and scavenging, as defined in Section 20164 of the California 74 Code of Regulations. 75 1.05 Biohazardous or Biomedical Waste. Any waste which may cause disease 76 or reasonably be suspected of harboring pathogenic organisms; included are waste 77 resulting from the operation of medical clinics, hospitals, and other facilities processing 78 wastes which may consist of, but are not limited to, human and animal parts, Page 6 City of Dublin e Collection Service Agreement 79 contaminated bandages, pathological specimens, hypodermic needles, sharps, 80 contaminated clothing and surgical gloves_ 81 1.06 Brown Goods. Electronic equipment such as stereos, televisions, VCR's, 82 PDA's, telephones, and other similar items not containing cathode ray tubes (CRTs)_ 83 1.07 Business Service Unit. All retail. professional, wholesale and industrial 84 facilities, and other commercial enterprises offering goods or services to the public_ 85 1.08 CITY. The City of Dublin. California. 86 1,09 Citv Collection Service. City Solid Waste Collection Service. City Recycling 87 Service. City Organic Collection Service, Large Item Collection Service, Neighborhood 88 Cleanup Service, and Special Event Collection Service. 89 1,10 City Oraanic Coilection Service. The Collection of Organic Waste, by the 90 CONTRACTOR, from City Service Units in the Service Area and the delivery of that 91 Organic Waste to the Organics Processing Facility. 92 1.11 City Recvclina Service. The Collection of Recyclable Materials, by the 93 CONTRACTOR. from City Service Units in the Service Area and the delivery of those g4 Recyclable Materials to a Materials Recovery Facility. 95 1.12 City Representative. That person, or their designee, designated by the 96 CITY to administer and monitor the provisions of this Agreement 97 1_13 Citv Service Unit. Those CITY properties or locations as set forth in Exhibit 98 3, "City Service Units", which is attached to and included in this Agreement 99 1_14 Citv Waste, Solid Waste, Green Waste, Organic Waste and Large Items 100 resulting from the normal activities of a City Service Unit. City Waste must be generated 101 by and at the City Service Unit wherein the City Waste is Collected and does not include 102 items defined herein as Exempt Waste_ 103 1.15 City Solid Waste Collection Service. The Collection of Solid Waste by the 104 CONTRACTOR. from City Service Units in the Service Area, and the delivery of that 105 Solid Waste to a Disposal Facility_ 106 1_16 Collection. The process whereby Residential Waste, Commercial Waste, 107 City Waste and Recyclable Materials are removed and transported to a Disposal Facility. 108 Organics Processing Facility, Green Waste Processing Facility or Materials Recovery 109 Facility. as appropriate_ 110 1_17 Collection Service. SFD Collection Service. MFD Collection Service, City 111 Collection Service and Commercial Collection Service, 112 1.18 Commercial Collection Service. Commercial Soiid Waste Collection Service, 113 Commercial Recycling Service, and Commercial Organic Collection Service. 114 1.19 Commercial OrQanic Collection Service. The Collection of Commercial 115 Organic Waste from Commercial Service Units and Commercial Organic Service Units 116 and the delivery of the Commercial Organic Waste to the Organics Processing Facility_ IÓ,~UWt,ff!,¡~~~i~i)Q;;/ji5f!f·· Page 7 Collection Service Agreement 117 1.20 Commercial Orqanic Service Unit. Commercial Organic Waste generators 118 who are not Commercial Service Units, such as government facilities including, but not 119 limited to; Parks Reserves Forces Training Area and Santa Rita Jail, and all schools 120 both public and private in the Service Area. 121 1.21 Commercial Orqanic Waste. Green Waste, food scraps and trimmings 122 from food preparation, including but not limited to; fruit and vegetable waste, grain 123 waste, dairy waste, Stable Matter, meat and fish waste, and such items as non- 124 recyclable or contaminated paper such as pizza boxes, take-out food cartons 125 (cardboard), paper towels, waxed cardboard, wooden packaging such as crates and 126 untreated and unpainted wallboard, etc. that are separated at the source of generation 127 for inclusion in the Commercial Organic Collection Service program. 128 1.22 Commercial Recvclinq Service_ The Collection of Recyclable Materials, by 129 the CONTRACTOR, from Commercial Service Units in the Service Area, the delivery of 130 those Recyclable Materials to a Materials Recovery Facility and the processing and 131 marketing of those Recyciable Materiais. 132 1.23 Commercial Service Unit Business Service Units, and Mixed Use Dwellings 133 that utilize a Garbage Cart or Bin for the accumulation and set-out of Solid Waste. 134 1.24 Commercial Solid Waste Collection Service. The Collection of Solid Waste 135 by the CONTRACTOR, from Commercial Service Units in the Service Area, and the 136 delivery of that Solid Waste to a Disposal Facility. 137 1.25 Commercial Waste, Solid Waste and Commercial Organic Waste 138 generated by and at a Commercial Service Unit 13g 1.26 Compactor. Any Roll-Off Container or bin which has a compaction 140 mechanism, whether stationary or mobile. 141 1.27 Compostinq_ The controlled biological decomposition of Organic Waste into 142 a specific mixture of decayed organic matter used for fertilizing or soil conditioning. 143 1.28 Construction and Demolition Debris_ Used or discarded materials removed 144 from premises during construction or renovation of a structure resulting from 145 construction. remodeling, repair or demolition operations on any pavement, house, 146 commercial building, or other structure and such other materials as may be removed 147 during the normal cleanup process of such construction, remodeling, repair, or 148 demolition operations_ 149 1.29 Construction and Demolition Debris Collection Service_ The Collection of 150 Construction and Demolition Debris by a person or company that holds a valid non- 151 exclusive Construction and Demolition Debris franchise from the CITY and the delivery 152 of that material to an appropriate facility. 153 1_30 CONTRACTOR. Amador Valley Industries. LLC. 154 1.31 Countv. Alameda County, California_ 155 1.32 Disposal Services_ The final processing and disposition of materials 156 Collected under the terms of this Agreement Page 8 City of Dublin e Collection Service Agreement 157 1.33 Disposal Contractor. The entity who has obtained from the CITY an 158 Agreement to provide Disposal Services. 159 1_34 Disposal Facilitv. The Altamont Landfill owned by Waste Management of 160 Alameda County, Inc., located in Alameda County or such place or places specifically 161 designated by the CITY for the disposal, or processing as appropriate, of Solid Waste 162 and other materials as appropriate_ 163 1.35 Dwellinq Unit. Any individual living unit in a single family dwelling (SFD) or 164 multi-family dwelling (MFD) structure or building intended for, or capable of being utilized 165 for, residential living other than a Hotel or Motel. 166 1_36 E-Waste. Discarded electronics equipment such as cell phones, computers, 167 monitors, televisions, and other items containing cathode ray tubes (CRTs). 168 1.37 Exempt Waste. Biohazardous or Biomedical Waste, Hazardous Waste, 169 Household Hazardous Waste, Sludge, Green Waste or lumber that is more than five (5) 170 feet in length in its longest dimension or two (2) feet in diameter, soil and dirt, concrete, 171 asphalt, automobiles, automobile parts, boats, boat parts, boat trailers, internal 172 combustion engines, lead-acid batteries, and those wastes under the control of the 173 Nuclear Regulatory Commission. Exempt Waste does not include Used Oil, Used Oil 174 Filters, or household batteries when placed for Collection as set forth in this Agreement 175 or as otherwise directed by the CITY. 176 1,38 Garbaqe. All putrescible waste which generally includes, but is not iimited 177 to, kitchen and table food waste, animal, vegetative, food or any organic waste that is 178 attendant with, or results from the storage, preparation, cooking or handling of food 179 materials attributed to normal activities of a Service Unit. Garbage must be generated 180 by and at the Service Unit wherein the Garbage is Collected. Garbage does not include 181 those items defined herein as Residential Organic Waste, Commercial Organic Waste or 182 Exempt Waste. 183 1_39 Garbaqe Bin, A metal or plastic container, with a capacity of one (1) cubic 184 yard up to and including eight (8) cubic yards, designed or intended to be mechanically 185 dumped into a loader packer type garbage truck, that is approved for such purpose by 186 the CITY_ Garbage Bins may also include Compactors that are owned by the MFD or 187 Commercial Service Unit wherein the MFD or Commercial Collection Service occurs_ 188 1.40 Garbaqe Cart. A heavy plastic receptacle with a rated capacity of at least 189 thirty-two (32) and not more than ninety-six (96) gallons, having a hinged tight-fitting lid 190 and wheels, that is approved by the City Representative for use by Service Recipients 191 for Collection Services under this Agreement. 192 1.41 Green Waste. Any vegetative matter resulting from normal yard and 193 landscaping maintenance that is not more than three (3) feet In its longest dimension or 194 six (6) inches in diameter and fits in the Organic Waste Cart utilized by the Service 195 Recipient. Green Waste includes plant debris, such as Palm, Yucca and Cactus, grass 196 clippings, leaves, pruning, weeds, branches, brush, Christmas trees, and other forms of 197 vegetative waste and must be generated by and at the Service Unit wherein the Green iUl"$c ff~~. ... . Ii. ' 1~ Q'jß)~~»~' Page 9 Collection Service Agreement 198 Waste is Collected. Green Waste does not include items herein defined as Exempt 199 Waste. 200 1.42 Green Waste Processino Facilitv_ Any facility, selected by the 201 CONTRACTOR and approved by the CITY, or specifically designated by the CITY, that is 202 designed, operated and legally permitted for the purpose of receiving, and processing 203 Green Waste and Large Green Waste. 204 1.43 Hazardous Waste. Any material which is defined as a hazardous waste 205 under California or United states law or any regulations promuigated pursuant to such 206 law, as such law or regulations may be amended from time to time, 207 1.44 Household Hazardous Waste. Any Hazardous Waste generated at an SFD 208 or MFD Service Unit. 209 1.45 Hotel or Motel. A structure or building unit(s) capable of being utilized for 210 residential living where such unit or a group of such units is regularly rented to transients 211 or held out or advertised to the public as a place regularly rented to transients for periods 212 of seven (7) days or less. To meet this definition, the Hotel or Motel must be licensed to 213 operate as such_ 214 1.46 Laroe Items. Those materials including furniture; carpets; mattresses; 215 White Goods; Brown Goods; E-Waste; clothing; tires without rims; Large Green Waste; 216 or some combination of such items in a container the dimensions of which container 217 does not exceed four feet by four feet by two feet (4'x4'x2') and weighing no more than 218 sixty (60) pounds, which are attributed to the normal activities of a SFD, MFD, or City 21g Service Unit Large Items must be generated by and at the Service Unit wherein the 220 Large Items are Collected, Large Items do not include items herein defined as Exempt 221 Waste. 222 1.47 Laroe Green Waste. Oversized Green Waste such as tree trunks and 223 branches with a diameter of not less than six (6) inches and not more than two (2) feet 224 and a length of not more than five (5) feet in its longest dimension, which are attributed 225 to the normal activities of a SFD, MFD, or City Service Unit. Large Green Waste must 226 be generated by and at the Service Unit wherein the Large Green Waste is Collected. 227 1.48 Laroe Item Collection Service. The periodic on-call Collection of Large 228 Items, by the CONTRACTOR, from Service Units in the Service Area and the delivery of 229 those Large Items to a Disposal Facility, Materials Recovery Facility, Green Waste 230 Processing Facility or such other facility as may be appropriate under the terms of this 231 Agreement. Large Item Collection Service does not include the Collection of Large 232 Items through the use of Roll-Off Containers_ 233 1.49 Materials Recovery Facilitv (MRF). Any facility, selected by the 234 CONTRACTOR and approved by the CITY, or specifically designated by the CITY, 235 designed, operated, and legally permitted for the purpose of receiving, sorting, 236 processing, storing, or preparing Recyclable Materials for saie, CONTRACTOR has 237 selected, and CITY has approved, the use of the Pleasanton Transfer Station and 238 Materials Recovery Facility in Pleasanton, the Alameda County Industries facility in San 239 Leandro or the Tracy Materials Recovery and Solid Waste Transfer, Inc, facility in Tracy_ Page 10 City of Dublin e Collection Service Agreement 240 1.50 MFD Collection Service. MFD Solid Waste Collection Service, MFD 241 Recycling Service, Large Item Collection Service, and Used Oil Collection Service. 242 1.51 MFD RecvclinG Service. The Collection of Recyciable Materials, by the 243 CONTRACTOR. from MFD Service Units in the Service Area, the delivery of those 244 Recyclable Materials to a Materials Recovery Facility and the processing and marketing 245 of those Recyclable Materials. 246 1,52 MFD Service Unit. Any combination of Dwelling Units in the Service Area 247 utilizing a common Garbage Bin for the accumulation and set-out of Solid Waste. 248 1_53 MFD Solid Waste Collection Service. The Collection of Solid Waste, by the 249 CONTRACTOR, from MFD Service Units in the Service Area and the delivery of that 250 Solid Waste to a Disposal Facility. 251 1,54 Minimum SFD Collection Service. The CITY mandatory service level for 252 SFD Service Units whose costs are collected by the CITY on the annual property tax bill. 253 1.55 Mixed Use DwellinG. A building or structure which contains at least one (1) 254 Business Service Unit and at least one (1) Dwelling Unit and utilizes a common Garbage 255 Bin or Garbage Cart for the accumulation and Collection of Solid Waste. 256 1.56 NeiGhborhood Cleanup Service_ The periodic Collection of Large Items and 257 Green Waste using Roll-Off Containers by the CONTRACTOR resulting from CITY 258 sponsored special clean-up program events. Such Collection by the CONTRACTOR 259 shall be limited to the equivalent of four hundred eighty (480) cubic yards in any 260 Agreement Year. 261 1_57 Non-Collection Notice. A form developed and used by the CONTRACTOR, 262 as approved by the CITY, to notify Service Recipients of the reason for non-collection of 263 materials set out by the Service Recipient for Collection by CONTRACTOR pursuant to 264 this Agreement. 265 1.58 OrGanic Waste_ Commercial Organic Waste and Residential Organic 266 Waste. 267 1.59 OrGanic Waste Bin. A metal or plastic container, with a capacity of one (1) 268 cubic yard up to and including eight (8) cubic yards, designed or intended to be 269 mechanically dumped into a loader packer type truck, that is approved for such purpose 270 by the CITY. 271 1.60 OrGanic Waste Cart. A heavy plastic receptacle with a rated capacity not 272 exceeding ninety-six (96) gallons, having a hinged tight-fitting lid, and wheels, that is 273 approved for such purpose by the CITY and Is appropriately labeled as an Organic 274 Waste Cart_ 275 1.61 OrGanic Waste ProcessinG Facility. Any facility, selected by the 276 CONTRACTOR and approved by the CITY, or specifically designated by the CITY, 277 designed, operated, and legally permitted for the purpose of receiving, sorting, 278 processing, storing, or preparing for sale, Organic Waste_ CONTRACTOR has selected, 279 and CITY has approved the use of the Grover facility in Vernalis, the Z-Best facility in 280 Gilroy, or the ACWMAlMaterials Recovery Industries facility (once completed), in Sunol. Æ:çli>¡;1&;, j¡,r~~~1<)" . 5'ì ò¡~ø'i' Page 11 Collection Service Agreement 281 1.62 Recvclable Materials. Those materials which are capable of being recycled 282 and which would otherwise be processed or disposed of as Solid Waste. Recyclable 283 Materials include those materials defined by the CITY, including newsprint (including 284 inserts); mixed paper (including magazines, catalogs, envelopes, junk mail, corrugated 285 cardboard, brown bags and paper, paperboard, paper egg cartons, office ledger paper, 286 and telephone books); glass containers; aluminum beverage containers; small scrap and 287 cast aluminum (not exceeding forty (40) pounds in weight nor two (2) feet in any 288 dimension for any singie item); steel including "tin" cans, aerosol cans (empty, non.toxic 289 products) and small scrap (not exceeding forty (40) pounds in weight nor two (2) feet in 290 any dimension for any single item); bimetal containers; plastic bottles (#1-7); aluminum 291 foil and pans; dry cell household batteries when contained in a sealed heavy~duty plastic 292 bag; and those materials added by the CONTRACTOR from time to time. 293 1.63 Recvclino Bin. A plastic or metal container, with a capacity of one (1) cubic 294 yard up to and including eight (8) cubic yards, designed or intended to be mechanically 295 dumped into a loader packer type recycling truck, that is approved for such purpose by 296 the CITY and is appropriately labeled as a Recycling Bin, 297 1.64 Recyclino Cart. A heavy plastic receptacie with a rated capacity of at least 298 thirty-two (32) gallons and not more than ninety-six (96) gallons, having a hinged tight- 299 fitting lid, and wheels, that is approved for such purpose by the CITY and is appropriately 300 labeled as a Recycling Cart. 301 1.65 Residential Oroanic Waste. Green Waste, food scraps and trimmings from 302 food preparation, fruit and vegetable waste, stable Matter, contaminated paper such as 303 pizza boxes, take-out food cartons (cardboard), paper towels, etc. that are separated at 304 the source of generation for inclusion in the SFD Organic Collection Service program. 305 1.66 Residential Waste. Solid Waste, Green Waste, Residential Organic Waste, 306 Large Items, Used Oil, and Used Oil Filters resulting from the normal activities of a SFD 307 or MFD Service Unit. Residential Waste must be generated by and at the SFD or MFD 308 Service Unit wherein the Residential Waste is Collected and does not include items 309 defined herein as Exempt Waste. 310 1.67 Roll-Off Container. A metal container that is normally loaded onto a motor 311 vehicle and transported to an appropriate facility. 312 1.68 Rubbish. All refuse, accumulation of paper, excelsior, rags, wooden boxes 313 and containers, sweep-ups and all other accumulations of a nature other than Garbage 314 and Organic Waste, resulting from the normal activities of a Service Unit. Rubbish must 315 be generated by and at the Service Unit wherein the Rubbish is Collected. Rubbish 316 does not include items herein defined as Exempt Waste. 317 1.69 Service Area. That area within the corporate limits ofthe City of Dublin. 318 1.70 Service Recipient. An individual or company receiving Collection Service. 319 1.71 Service Unit. SFD Service Units, MFD Service Units, City Service Units, 320 Comrnercial Service Units or Commercial Organic Service Units. e Page 12 City of Dublin Collection Service Agreement 321 1.72 SFD Collection Service. SFD Solid Waste Collection Service, SFD 322 Recycling Service, SFD Organic Collection Service, Large Item Collection Service, and 323 Used Oil Collection Service. 324 1.73 SFD Oroanic Collection Service. The Collection of Residential Organic 325 Waste by the CONTRACTOR from SFD Service Units in the Service Area, the delivery 326 of that Residential Organic Waste to an Organic Waste Processing Facility and the 327 processing and marketing of that Residential Organic Waste. 328 1.74 SFD Recvclino Service. The Collection of Recyclable Materials by the 329 CONTRACTOR from SFD Service Units in the Service Area, the delivery of those 330 Recyclable Materials to a Materials Recovery Facility and the processing and marketing 331 of those Recyclable Materials. 332 1.75 SFD Solid Waste Collection Service. The Collection of Solid Waste, by the 333 CONTRACTOR, from SFD Service Units in the Service Area and the delivery of that 334 Solid Waste to a Disposal Facility. 335 1.76 SFD Service Unit. Any Dwelling Unit in the Service Area utilizing a Garbage 336 Cart, or any combination of Dwelling Units sharing Garbage Carts, for the accumulation 337 and set out of Solid Waste. 338 1.77 Sludae. The accumulated solids, residues, and precipitates generated as a 339 result of waste treatment or processing, including wastewater treatment, water supply 340 treatment, or operation of an air pollution control facility, and mixed liquids and solids 341 pumped from septic tanks, grease traps, privies, or similar disposal appurtenances or 342 any other such waste having similar characteristics or effects. 343 1.78 Special Event Collection Service. The Collection of Solid Waste, Recyclable 344 Materials and other materials as appropriate at City-sponsored special events. 345 1.79 Solid Waste. Garbage and Rubbish resulting from the normal activities of a 346 Service Unit Solid Waste must be generated by and at the Service Unit wherein the 347 Solid Waste is Collected and does not include items defined herein as Exempt Waste. 348 1,80 Stable Matter. Manure and other waste matter normally accumulated and 349 stables or in livestock or poultry enclosures, 350 1.81 Used Oil. Any oil that has been refined from crude oil or has been 351 synthetically produced, and is no longer useful to the Service Recipient because of 352 extended storage, spillage or contamination with non-hazardous impurities such as dirt 353 or water; or has been used and as a result of such use has been contaminated with 354 physical or chemical impurities. Used Oil must be generated by and at the SFD or MFD 355 Service Unit wherein the Used Oil is Collected. Used Oil does not include transmission 356 fluid. 357 1.82 Used Oil Collection Service. The Collection of Used Oil in Used Oil 358 Containers and Used Oil Filters in Used Oil Filter Containers, by the CONTRACTOR, 359 from Service Units in the Service Area utilizing Used Oil and Filter Containers for the 360 accurnulation and set-out of Used Oil and Used Oil Filters and the appropriate ø~í~)~'1[~¡,;"1 Page 13 Collection Service Agreement 361 disposition of the Used Oil and Used Oil Filters in accordance with the requirements of 362 this Agreement. 363 1.83 Used Oil Container. A plain co poly container provided by the 364 CONTRACTOR for the accumulation of Used Oil that is at least four (4) quarts in 365 capacity, leak-proof, has a screw-on lid and has a label designating it for use as a Used 366 Oil Container. 367 1.84 Used Oil Filter. Any oil filter that is no longer useful to the Service Recipient 368 because of extended storage, spillage or contamination with non-hazardous impurities 369 such as dirt or water; or has been used and as a result of such use has been 370 contaminated with physical or chemical impurities. Used Oil Filters must be generated 371 by and at the SFD or MFD Service Unit wherein the Used Oil Filter is Collected. 372 1.85 Used Oil Filter Container. A six (6) mil poly bag with double track seal with 373 dimensions of at least fourteen and one-half (14.5) inches by eight (8) inches with a one 374 and one-quarter (1'1.) inch diameter hole above the seal provided by the CONTRACTOR 375 for the accumulation of Used Oil Filters that has a label designating it for use as a Used 376 Oil Filter Container. 377 1.86 White Goods. Discarded refrigerators, ranges, water heaters, freezers, and 378 other similar household appliances. 379 1.87 Work Dav. Any day, Monday through Saturday that is not a holiday as set 380 forth in Section 3.09 of this Agreement. 381 ARTICLE 2. Term of Agreement 382 2,01 Initial Term. The initial term of this Agreement shall be for a seven (7) year 383 period beginning July 1, 2005 and terminating on June 30, 2012. 384 2.02 Extension of Term. The CITY shall have the option in its sole discretion to 385 extend this Agreement for one (1) additional three (3) year period. Provided the City 386 Manager determines that the CONTRACTOR has met the minimum performance and 387 diversion requirements, as set forth in Article 13, the CITY may elect to exercise this 388 option by giving written notice to CONTRACTOR on or about July 1, 2011, If the term of 389 this Agreement is extended, the compensation provisions of Article 5 shall not be subject 390 to negotiation. However, the compensation payable to CONTRACTOR shall be adjusted 391 annually throughout the extended term as provided in Article 5. 392 2.03 Other Provisions. The CITY may, at the end of the initial Agreement term or 393 optional extended term, as appropriate, either renegotiate the terms and conditions of 394 the Agreement with the current CONTRACTOR or request proposals from qualified 395 contractors to provide Collection Services, 396 ARTICLE 3. Services Provided by the Contractor 397 3,01 Grant of Exclusive Aareement. Except as otherwise provided in this 398 Agreement, the CONTRACTOR is herein granted an exclusive Agreement to provide Page 14 City of Dublin Collection Service Agreement 399 Collection Services within the Service Area. No other soiid waste or recycling services 400 shall be exclusive to the CONTRACTOR. 401 3.02 Limitations to Scope of Exclusive Aqreement. 402 3.02.1 Recyclable Materiais or Large Items that are source separated (as 403 defined in Dublin Municipal Code 5.32.040) from Solid Waste by Service Units, for which 404 the waste generator sells or is otherwise compensated by a collector in a manner 405 resulting in a net payment to the waste generator when such collector is permitted under 406 Chapter 5.32 of the CITY Municipal Code; 407 3.02.2 Solid Waste, Recyclable Materials, Large Items or Organic Waste, which 408 is removed from any SFD Service Unit, MFD Service Unit, Commercial Service Unit, or 409 City Service Unit and which is transported personally by the owner or occupant of such 410 premises (or by his or her full-time employees) to a processing or Disposal Facility; 411 3.02.3 Recyclable Materials, Organic Waste or Large Items which are source 412 separated at any premises by the waste generator and donated to youth, civic or 413 charitable organizations; 414 3.02.4 Containers delivered for Recycling under the California Beverage 415 Container Recycling Litter Reduction Act, Section 14500, et seq. 416 3.02.5 Green Waste removed from a premises by a gardening, landscaping, or 417 tree trimming company as an incidental part of a total service offered by that company 418 rather than as a hauling service; 419 3.02.6 Materials that are not defined herein as Recyclable Materials but which 420 are collected for Recycling by a collector who is permitted pursuant to Chapter 5.32 of 421 the CITY Municipal Code. 422 3.02.7 Construction and Demolition Debris Collection Service; 423 3.02,8 Large Items removed from a premises by a property cleanup or 424 maintenance company as an incidental part of the total cleanup or maintenance service 425 offered by the company rather than as a hauling service; 426 3.02,9 Animal waste and remains from slaughterhouse or butcher shops for use 427 as tallow; 428 3.02.10 By-products of sewage treatment, including Sludge, ash, grit and 429 screenings; 430 3.02.11 Hazardous Waste and designated waste regardless of its source; and 431 3,02.12 Residential Waste, Commercial Waste, City Waste or Recyclable 432 Materials that are removed from a premises by a company through the performance of a 433 service that the CONTRACTOR has elected not to provide. 434 3.03 CONTRACTOR acknowledges and agrees that the CITY may permit 435 other persons besides the CONTRACTOR to Collect any and all types of materials 436 excluded from the scope of this Agreement, as set forth above, without seeking or 437 obtaining approval of CONTRACTOR. If CONTRACTOR can produce evidence that 438 other persons are servicing Collection containers or are Collecting Solid Waste, t~··.'..'.{.,J.--.)i.·'.~.~,I r"JLlf{}¡.S$ Page 15 Collection Service Agreement 439 Recyclable Materiais, Large Items and/or Organic Waste in a manner that is not 440 consistent with the CITY'S Municipal Code or this Agreement, it shall report the location, 441 the name and phone number of the person or company to the CITY along with 442 CONTRACTOR'S evidence of the vioiation of the exclusiveness of this Agreement and 443 CITY shall take appropriate action to enforce the Code and this Agreement. 444 3.03.1 The scope of this Agreement shall be interpreted to be 445 consistent with applicable law, now and during the term of the Agreement. If future 446 judicial interpretations of current law or new laws, regulations, or judicial interpretations 447 limit the ability of the CITY to lawfully provide for the scope of services as specifically set 448 forth herein, CONTRACTOR agrees that the scope of the Agreement will be limited to 449 those services and materials which may be lawfully provided and that the CITY shall not 450 be responsible for any lost profits or losses claimed by CONTRACTOR to arise out of 451 limitations of the scope of the Agreement set forth herein. In such an event, it shall be 452 the responsibility of CONTRACTOR to minimize the financial impact of such future 453 judicial interpretations or new laws. 454 3.04 Service Standards. CONTRACTOR shall perform all Collection Services 455 under this Agreement in a thorough and professional manner. Collection Services 456 described in this Agreement shall be performed regardless of weather conditions or 457 difficulty of Collection. 458 3.05 Hours and Oavs of Collection. 459 3.05.1 SFD and MFD Collection Services shall be provided, 460 commencing no earlier than 6:00 a.m. and terminating no later than 6:00 p.m" Monday 461 through Friday with no service on Saturday (except for holiday service as set forth in 462 Section 3.09 of this Agreement) or Sunday- The hours, days, or both of Collection may 463 be extended due to extraordinary circumstances or conditions with the prior written 464 consent of the City Representative. 465 3.05.2 Commercial and City Collection Service shall be provided, 466 commencing no earlier than 4:00 a.m., provided the property is a minimum of two 467 hundred (200) feet from residential property, and terminating no later than 9:00 p.m., 468 Monday through Friday with service on Saturday starting no earlier than 7:30 a.m.. The 469 hours, days, or both of Collection may be extended due to extraordinary circumstances 470 or conditions with the prior written consent of the City Representative. 471 3.06 Manner of Collection. The CONTRACTOR shall provide Collection 472 Service with as little disturbance as possible and shall leave any cart or bin in an upright 473 position at the same point it was Collected without obstructing alleys, roadways, 474 driveways, sidewalks or mail boxes, 475 3,07 Containers. 476 3.07.1 Purchase and Distribution of Carts and Bins. The CONTRACTOR shall 477 be responsible for the purchase and distribution of fully assembled and functional carts 478 and bins to Service Units in the Service Area. CONTRACTOR shall also distribute carts 479 and bins to new Service Units that are added to CONTRACTOR'S Service Area during Page 16 City of Dublin Collection Service Agreement 480 the term of this Agreement. The distribution shall be completed within three (3) Work 481 Days of receipt of notification from the CITY or the Service Unit. 482 3.07,2 Replacement of Carts and Bins. CONTRACTOR'S employees shall take 483 care to prevent damage to carts or bins by unnecessary rough treatment. However, any 484 cart or bin damaged by the CONTRACTOR shall be replaced by the CONTRACTOR, at 485 the CONTRACTOR'S expense, within three (3) Work Days at no cost or inconvenience 486 to the Service Recipient. 487 3.07.2.1 Upon notification to the CONTRACTOR by the CITY or a 488 Service Recipient that the Service Recipient's cart(s) or bin(s) have been stolen or 489 damaged beyond repair through no fault of the CONTRACTOR, the CONTRACTOR 490 shall deliver a replacement cart(s) or bin(s) to such Service Recipient within three (3) 491 Work Days. The CONTRACTOR shall maintain records documenting all cart and bin 492 replacements occurring on a monthly basis. 493 3.07.2.2 Where such cart is lost, stolen or damaged beyond 494 repair through no fault of the CONTRACTOR, each SFD Service Unit shall be entitled to 495 the replacement of one (1) lost, destroyed, or stolen Garbage Cart, one (1) lost, 496 destroyed, or stolen Recycling Cart, and one (1) lost, destroyed, or stolen Organic Waste 497 Cart during the life of this Agreernent at no cost to the Service Recipient. 498 3.07.2.3 Where such cart or bin is lost, stolen or damaged 499 beyond repair through no fault of the CONTRACTOR, each MFD, Commercial and City 500 Service Unit shall be entitled to the replacement of one (1) lost, destroyed, or stolen 501 Garbage Bin and one (1) lost, destroyed, or stolen Recycling Cart or Bin during the life of 502 this Agreement at no cost to the Service Unit. 503 3.07.2.4 Where such bin or cart replacement occurs through no 504 fault of the CONTRACTOR, CONTRACTOR shall be compensated for the cost of those 505 replacements in excess of the requirements set forth above in accordance with the "Cart 506 or Bin Exchange" Service Rate, as appropriate, as initially set by the CITY or as may be 507 adjusted by the CITY as provided under the terms of this Agreement. 508 3.07.3 Repair of Carts and Bins. CONTRACTOR shall be responsible for repair 509 of carts in the areas to include but not be iimited to, hinged lids, wheels and axles. 510 Within three (3) Work Days of notification by the CITY or a Service Recipient of the need 511 for such repairs, the CONTRACTOR shall repair the cart or bin or if necessary, remove 512 the cart or bin for repairs and deiiver a replacement cart or bin to the Service Recipient. 513 3.07.4 Cart or Bin Exchanae, Upon notification to the CONTRACTOR by the 514 CITY or a Service Recipient that a change in the size or number of carts or bins is 515 required, the CONTRACTOR shall deliver such carts or bins to such Service Recipient 516 within three (3) Work Days. Each Service Recipient shall be eligible to receive one (1) 517 free cart or bin exchange per Agreement Year during the term of this Agreement. 518 Accordingly CONTRACTOR shall be compensated for the cost of those exchanges in 519 excess of one (1) per Agreement Year, in accordance with the "Cart or Bin Exchange" 520 service rate as initially set by the CITY or as may be adjusted under the terms of this 521 Agreement. 5.';X.1.j¡~'.".,t" ,'..",I i···""··'~1>tli}~.\¡. Page 17 Collection Service Agreement tit5223.07.5 Ownership of Carts. Ownership of carts shall rest with the 523 CONTRACTOR, except that ownership of carts in the possession of a Service Recipient 524 at the end of this Agreement shall rest with the CITY. At its sole discretion, CITY may 525 elect not to exercise its rights with regards to this Section and in such case the carts 526 shall remain the property of the CONTRACTOR upon termination of this Agreement. In 527 this event, CONTRACTOR shail be responsible for removing all carts in service from the 528 Service Area and reusing or Recycling such carts. 529 3.07.6 Ownership of Bins. Ownership of bins distributed by the CONTRACTOR 530 shall rest with the CONTRACTOR except in the case of the termination of the 531 Agreement prior to the expiration of the initial term or optional extension term due to the 532 default of the CONTRACTOR as set forth in Article 25 of this Agreement. Under such 533 circumstances, the CITY shall have the right to take possession of the bins and shall 534 retain such possession until satisfactory arrangements can be rnade to provide 535 Collection Services using other equipment. Such time of possession shall not be iimited 536 and regardless of the time of possession there shall be no monies owing to the 537 CONTRACTOR from the CITY for the use of the equipment. Upon the receipt of written 538 notice from the CITY, CONTRACTOR shall submit to the City Representative an 539 inventory of bins, including their locations. 540 3.07.7 Ownership of Roll-Off Containers. Ownership of Roll-Off Containers 541 distributed by the CONTRACTOR shall rest with the CONTRACTOR except in the case 542 of the termination of the Agreement prior to the expiration of the initial term or optional 543 extension term due to the default of the CONTRACTOR Under such circumstances, the 544 CITY shall have the right to take possession of the containers and shall retain such 545 possession until satisfactory arrangements can be made to provide Collection Services 546 using other equipment. Such time of possession shall not be limited and regardless of 547 the time of possession there shall be no monies owing to the CONTRACTOR from the 548 CITY for the use of the equipment. Upon the receipt of written notice from the CITY, 549 CONTRACTOR shall submit to the City Representative an inventory of containers, 550 including their locations. 551 3.07.8 Annual Inspection and Cleaninq. Once each Agreement Year, at no 552 charge to the CITY or the MFD or Commercial Service Unit, CONTRACTOR shall 553 inspect all Garbage, Recycling, and Organic Waste Bins at the Service Unit's premises 554 and shall replace those bins needing cleaning with clean bins and remove the dirty bins 555 for cleaning. 556 3.07.9 Orqanic Waste Pails. As requested by the Service Recipient, 557 CONTRACTOR shall provide each SFD Service Unit with a pail for use in the kitchen 558 that is suitable for the collection and storage of food scraps and that is consistent in 559 function to meet the Alameda County Waste Management Authority's Residential Food 560 Scrap Subsidy Program guideline requirements. The kitchen pail shall have a capacity 561 of 1.5 to 2.5 gallons, a wire or plastic handle, and a lid and must be approved by the 562 CITY 563 3.07.10 Orqanic Waste Containers. If requested by the customer, 564 CONTRACTOR shall provide Commercial Service Units receiving Commercial Organic Page 18 City of Dublin Collection Service Agreement 565 Collection Service with a watertight container for indoor storage of Commercial Organic 566 Waste prior to placing the waste in the Organic Waste Cart or Bin. The size of the 567 container shall be determined by the Service Recipient and the CONTRACTOR 568 CONTRACTOR shall be responsible for the repair and maintenance of the containers. At 569 the request of the Service Recipient, CONTRACTOR shall allow the use of plastic bags 570 by the Service Recipient for the containment of the Organic Waste and shall Coilect both 571 the Organic Waste and the plastic bags as part of the Commercial Organic Collection 572 Service provided under the terms of this Agreement. 573 3.08 Labor and Eauipment. CONTRACTOR shall provide and maintain all 574 labor, equipment, tools, facilities, and personnel supervision required for the 575 performance of CONTRACTOR'S obligations under this Agreement. CONTRACTOR 576 shall at all times have sufficient backup equipment and labor to fulfill CONTRACTOR'S 577 obligations under this Agreement. No compensation for CONTRACTOR'S services or 578 for CONTRACTOR'S supply of labor, equipment. tools, facilities or supervision shall be 579 provided or paid to CONTRACTOR by CITY or by any Service Recipient except as 580 expressly provided by this Agreement. 581 3.09 Holidav Service. The CITY observes Labor Day, Thanksgiving Day, 582 December 25'h, and January 1" as legal holidays. CONTRACTOR shall not be required 583 to provide Coilection Services or maintain office hours on the designated holidays. In 584 any week in which one of these holidays falls on a Work Day, SFD Collection Services 585 for the hoiiday and each Work Day thereafter will be delayed one Work Day for the 586 remainder of the week with normally scheduled Friday Collection Services being 587 performed on Saturday. MFD, Commercial and City Coilection Services shall be 588 adjusted as agreed between the CONTRACTOR and the Service Recipient but must 589 meet the minimum frequency requirement of one (1) time per week. 590 3.10 Disposal and Processino. 591 3,10,1 Disposal Facilitv. Except as set forth below, all Solid Waste Collected as 592 a result of performing Collection Services shall be transported to, and disposed of, at the 593 Disposal Facility. In the event the Disposai Facility is closed on a Work Day, the 594 CONTRACTOR shall transport and dispose of the Solid Waste at such other legally 595 permitted disposal facility as is approved by CITY. Failure to comply with this provision 596 shall result in the levy of liquidated damages as specified in Article 22 of this Agreement 597 and may result in the CONTRACTOR being in default under this Agreement. 598 3.10.2 Material Recoverv Facilitv. All Recyclable Materials Collected as a result 599 of performing Recycling Services shall be delivered to the Material Recovery Facility 600 (MRF). In the event the MRF is closed on a Work Day, the CONTRACTOR shall 601 transport and deliver the Recyclable Material to such other legally permitted MRF as is 602 approved by CITY. Failure to comply with this provision shall result in the levy of 603 liquidated damages as specified in Article 22 of this Agreement and may result in the 604 CONTRACTOR being in default under this Agreement. 605 3.10.3 Oroanic Waste Processino Facilitv. CONTRACTOR shall deliver all 606 Collected Organic Waste to a fully permitted Organic Waste Processing Facility. In the 607 event the facility is closed on a Work Day, the CONTRACTOR shall transport and deliver t')N7¥ft JIÇ,,:o.:[fÖ::C~"f Page 19 Collection Service Agreement 608 the Organic Material to such other legally permitted facility as is approved by CITY. 609 CONTRACTOR shall ensure that all Organic Waste Collected pursuant to this 610 Agreement, except residue resulting from processing, is diverted from the Disposal 611 Facility in accordance with AB 939 and subsequent legislation and regulations. In no 612 instance, except for residue resulting from processing, shall Organic Waste be used for 613 ADC. 614 3.10.4 LarQe Item ProcessinQ and DisDosal. CONTRACTOR shall process and 615 Dispose of Large Items Collected from Service Units pursuant to this Agreement in 616 accordance with the following hierarchy: 617 3.10.4.1 Reuse as is (where energy efficiency is not 618 compromised) 619 3.10.4.2 Disassemble for reuse or Recycling 620 3.10.4.3 Recycle 621 3.10.4.4 Disposal 622 3.10.5 CONTRACTOR shall not landfill such Large Items unless the Large Items 623 cannot be reused or recycled. 624 3.10.6 CITY Direction of Laroe Items. CITY reserves the right to direct 625 CONTRACTOR to take Large Items Collected pursuant to this Agreement to a 626 designated site or sites for the purpose of permitting persons who will reuse or recycle 627 such Large Items to obtain the Large Items at no cost. CONTRACTOR shall have no 628 obligation to dispose of the Large Items or Large Item residue remaining at the directed 629 site or sites after reusers and recyclers have removed reusable or recyclable Large 630 Items. 631 3.10.7 LarQe Items ContaininQ Freon. In the event CONTRACTOR Collects 632 Large Items that contain Freon, CONTRACTOR shall handle such Large Items in a 633 manner such that the Large Items are not subject to regulation as Hazardous Waste 634 under applicable state and federal laws or regulations. 635 3.10.8 Used Oil ProcessinQ. CONTRACTOR shall recycle all Used Oil Collected 636 pursuant to this Agreement to the extent feasible and shall properly dispose of all Used 637 Oil and Used Oil Filters that are contaminated or otherwise cannot be recycled. 638 3.10.8.1 CONTRACTOR shall recycle the Used Oil only with 639 persons who are authorized by the State of California to recycle oil. In the event the 640 Used Oil or Used Oil Filters Collected pursuant to this Agreement is contaminated to the 641 extent that the Used Oil or Used Oil Filters require disposal as a Hazardous Waste, 642 CONTRACTOR shall dispose of such Used Oil or Used Oii Filters, at CONTRACTOR'S 643 own cost and expense in accordance with applicable state and federal law. 644 3.10.8.2 CONTRACTOR shall notify the City Representative, 645 either by Fax or e-mail, of any contamination which renders the Used Oil unacceptable 646 for recycling or which requires disposal of the Used Oil or Used Oil Filters as a 647 Hazardous Waste. Page 20 City of Dublin e Collection Service Agreement 648 3.10.8,3 Seqreqation of Used Oil. CONTRACTOR shall keep all 649 Used Oil and Used Oil Filters Collected pursuant to this Agreement segregated from 650 other materials. 651 3.11 Recvclinq - Imorooer Procedure. Except as set forth below, the 652 CONTRACTOR shall not be required to Collect Recyclable Materials if the Service 653 Recipient does not segregate the Recyclable Materials from Solid Waste. If Recyclable 654 Materials are contaminated through commingling with Solid Waste, the CONTRACTOR 655 shall, if practical, separate the Solid Waste from the Recyclable Materials. The 656 Recyclable Materials shall then be Collected and the Solid Waste shall be left in the 657 Recycling Cart or Bin along with a Non-Collection Notice explaining why the Solid Waste 658 is not considered a Recyclable Material. However, in the event the Recyclable Materials 659 and Solid Waste are commingled to the extent that they cannot easily be separated by 660 the CONTRACTOR or the nature of the Solid Waste renders the entire Recycling Cart or 661 Bin contaminated, the CONTRACTOR will leave the Recycling Cart or Bin un-emptied 662 along with a Non-Collection Notice that contains instructions on the proper procedures 663 for setting out Recyclable Materials. 664 3.12 Recvclinq - Chanaes 10 Work. Should changes in law arise that necessitate 665 any additions or deletions to the work described herein including the type of items 666 included as Recyclable Materials, the parties shall negotiate any necessary cost 667 changes and shall enter into an Agreement amendment covering such modifications to 668 the work to be performed and the compensation to be paid before undertaking any 669 changes or revisions to such work. 670 3.13 Handv Hauler and Roll-Off Container Service. CONTRACTOR shall 671 provide "Handy Hauler" bin service and Roll-Off Container service for the Collection of 672 non-hazardous materials at the service rates set by the CITY under the terms of this 673 Agreement. CONTRACTOR shall deliver and pick-up the bins and containers at the 674 direction of the Service Recipient. The bins and containers shall be clean, free of graffiti 675 and in good repair. The bins and containers must be clearly marked and identifiable as 676 belonging to CONTRACTOR. Special consideration shall be given when determining 677 the delivery and pickup area for the bins and containers to ensure that the flow of traffic 678 is not impeded and that it does not result in aesthetic degradation of an area. If the 679 Service Recipient and the CONTRACTOR cannot agree on a delivery and pick up area, 680 the area shall be determined by the CITY In addition, if, in the opinion of the CITY the 681 delivery and pick up area is inappropriate, CITY may require the CONTRACTOR to 682 relocate the bin or container. 683 3.14 Insoections, The CITY shall have the right to inspect the 684 CONTRACTOR'S facilities or collection vehicles and their contents at any time while 685 operating inside or outside the CITY 686 3.15 Comminalina of Materials. 687 3.15.1 Residential Waste and Recvclable Material. CONTRACTOR shall not at 688 any time commingle Residential Waste, Collected pursuant to this Agreement, with any 689 Recyclable Material separated for Collection pursuant to this Agreement without the 690 express prior written authorization of the City Representative. J,:j:t;¡c1J>,Jfþ 1/ ~~ÎQiI¡:3i,Þ Page 21 Collection Service Agreement 691 3.15.2 Residential Waste Collected in Dublin. CONTRACTOR shall not at any 692 time commingie any Residential, Commercial or City Waste, Collected pursuant to this 693 Agreement, with any other material Coliected by CONTRACTOR inside or outside the 694 City of Dublin without the express prior written authorization of the City Representative. 695 3,15.3 Recvclable Materials. CONTRACTOR shall not at any time commingle 696 Recyclable Materials Collected pursuant to this Agreement, with any other material 697 Collected by CONTRACTOR Inside or outside the City of Dublin without the express 698 prior written authorization of the City Representative. 699 3.16 Spillaqe and Litter. The CONTRACTOR shall not litter premises in the 700 process of providing Collection Services or while its vehicles are on the road. The 701 CONTRACTOR shall transport all materials Collected under the terms of this Agreement 702 in such a manner as to prevent the spilling or blowing of such materials from the 703 CONTRACTOR'S vehicle. The CONTRACTOR shall exercise all reasonable care and 704 diligence in providing Collection Services so as to prevent spilling or dropping of 705 Residential Waste, Commercial Waste, City Waste or Recyclable Materials and shall 706 immediately, at the time of occurrence, clean up such spilled or dropped materials. 707 3.16.1 The CONTRACTOR shall not be responsible for cleaning up sanitary 708 conditions caused by the carelessness of the Service Recipient; however, the 709 CONTRACTOR shall clean up any material or residue that are spilled or scattered by the 710 CONTRACTOR or its employees. 711 3.16.2 Equipment oil, hydraulic fluids, spilled paint, or any other liquid or debris 712 resulting from the CONTRACTOR'S operations or equipment repair shall be covered 713 immediately with an absorptive material and removed from the street surface. When 714 necessary, CONTRACTOR shall apply a suitable cleaning agent to the street surface to 715 provide adequate cleaning. 716 3.16.3 The above paragraphs not withstanding, CONTRACTOR shall clean up 717 any spillage or litter caused by CONTRACTOR within two (2) hours upon notice from the 718 CITY. 719 3.16.4 To facilitate such cleanup, CONTRACTOR'S vehicles shall at all times 720 carry sufficient quantities of petroleum absorbent materials along with a broom and 721 shovel. 722 3.17 Ownership of Materials. 723 3.17.1 Title to Residential Waste, Commercial Waste, City Waste and Recyclable 724 Materials shall pass to CONTRACTOR at such time as said materials are placed in the 725 CONTRACTOR'S Coliection vehicle. 726 3,17.2 Title to material Collected as part of the Neighborhood Clean-up Service 727 or Special Collection Service shali pass to CONTRACTOR at the time the material is 728 placed in the Roll-Off Container or other Collection vehicle or container approved for use 729 at the event. 730 3,18 Hazardous Waste Inspection and Handlinq Proqram. Page 22 City of Dublin Collection Service Agreement 731 3.18.1 CONTRACTOR shall develop a Hazardous Waste inspection and 732 handling program that includes the foliowing components: (i) personnel training; (ii) load 733 checking procedures; (iii) proper management of Hazardous Waste (iv) record keeping 734 and emergency procedures; and (v) public education prograrn designed to educate 735 generators regarding proper methods for handling and disposing of Hazardous Waste. 736 3.18.2 CONTRACTOR'S load checking personnel, including its Collection 737 vehicle drivers, shali be trained in (i) the effects of Hazardous Waste on human health 738 and the environment; (ii) identification of Hazardous Waste; and (iii) emergency 739 notification and response procedures. When practical, CONTRACTOR shall inspect 740 Collection containers prior to Collection in order to identify Hazardous Waste. 741 3.18.3 Response to Hazardous Waste Identified durinq Collection. Under no 742 circumstances shall CONTRACTOR'S employees knowingly Coliect Hazardous Waste, 743 or remove unsafe or poorly containerized Hazardous Waste, from a Collection container. 744 If CONTRACTOR determines that material placed in any container for Collection is 745 Hazardous Waste, or other material that may not legally be accepted at the Disposal 746 Facility, or one of the processing facilities, or presents a hazard to CONTRACTOR'S 747 employees, the CONTRACTOR shall have the right to refuse to accept such material. 748 The generator shall be contacted by the CONTRACTOR and requested to arrange for 749 proper Disposal Service. If the generator cannot be reached immediately, the 750 CONTRACTOR shall, before leaving the premises, leave a Non-Collection Notice, which 751 indicates the reason for refusing to Collect the material and lists the phone number for 752 the Alameda County Household Hazardous Waste Facility. CONTRACTOR'S 753 environmental technician (identified below) shall be notified to resolve the issue with the 754 generator, 755 The contact information for the CONTRACTOR'S environmental technician is as follows: 756 Name: Eric Lauritsen 757 Address: 3110 Busch Road 758 City, State, Zip Code: Pleasanton, CA 94566 759 Phone Number: 925-846-2042 760 Email Address:Eric@pleasantongarbageservice.com 761 3.18.4 If Hazardous Waste is found in a Collection container that poses an 762 imminent danger to people or property, the CONTRACTOR shall immediately notify the 763 CITY Fire Department using the 911 emergency telephone number. The 764 CONTRACTOR shall notify the CITY of any Hazardous Waste identified within twenty 765 four (24) hours of identification of such material. 766 3.18.5 If Hazardous Waste is identified at the time of delivery to the Disposal 767 Facility, or one of the processing facilities and the generator cannot be identified, 768 CONTRACTOR shall be solely responsible for handling and arranging transport and 769 disposition of the Hazardous Waste. 770 3.19 Requlations and Record KeeDinq. CONTRACTOR shall comply with 771 emergency notification procedures required by applicable laws and regulatory 772 requirements. All records required by regulations shall be maintained at the 1'1:.P¡¡~I '.',', C~~Page 23 Collection Service Agreement 773 CONTRACTOR'S facility. These records shall include waste manifests, waste 774 inventories, waste characterization records, inspection records, incident reports, and 775 training records. 776 3.20 Transition. CONTRACTOR understands and agrees that the time 777 between the formal Agreement signing and July 1, 2005 is intended to provide the 778 CONTRACTOR with ample and sufficient time to, among other things, order equipment, 779 prepare necessary routing schedules and route maps, obtain any permits and licenses, 780 establish/build facilities, and begin the public awareness campaign as part of the 781 CONTRACTOR'S transition program as specified in Exhibit 7 which is attached to and 782 included in this Agreement. CONTRACTOR shall be responsible for the provision of all 783 Collection Services beginning July 1, 2005. CITY agrees that during the first three (3) 784 months of the initial Agreement Year, provision of SFD Organic Collection Service may 785 consist of public awareness and education activities, service solicitation activities and 786 the ordering and delivery of the "kitchen pails". 787 ARTICLE 4, Service Billing and Collection 788 4.01 CITY'S ResDonsibilitv for Billina and Collection. 789 4.01.1 Minimum SFD Collection Service. The CITY has a mandatory 790 system for SFD Service Units whereby the CITY collects the annual cost of the service 791 on the annual property tax bill. Minimum SFD Collection Service includes: 792 . SFD Solid Waste Collection Service (32 gallon Cart); 793 . SFD Recycling Service (64 gallon Cart with option to change to 96 794 or 32 gallon cart or add one additional 32, 64 or 96 gallon cart); 795 . SFD Organic Waste Collection Service (64 gallon Cart with option 796 to change to 96 or 32 gallon cart or add one additional 32, 64 or 797 96 gallon cart); 798 . Large Item Collection Service; 799 . Used Oil Collection Service; and 800 . Annual HHW drop-off event. 801 4.01.2 CITY Payments to CONTRACTOR. CITY will provide two (2) 802 payments to CONTRACTOR for the provision of Minimum SFD Collection Service. The 803 first payment will include services for the period from July 1" through December 31" of 804 each year and will be made no later than the following January 15'h The second 805 payment will include services for the period from January 1 sl through June 30lh of each 806 year and will be made no later than May 15th of that year. The payment shall be the 807 minimum service rate multiplied by the number of customers assessed on the current tax 808 roll multiplied by 6 (months). 809 4.01.3 CONTRACTOR'S Responsibility for Billina and Collection. e Page 24 City of Dublin Collection Service Agreement 810 4.01.3.1 SFD Service Units. Costs of larger Garbage Carts above 811 the Minimum SFD Collection Service level shall be billed and collected by the 812 CONTRACTOR. In addition, CONTRACTOR shall be responsible for the billing and 813 collection of payments for all SFD Collection Services for those SFD Service Units 814 added through annexation or new construction after the minimum service property tax 815 assessment has been finalized. Such billing shall be provided to customers quarterly in 816 advance but no earlier than twentieth (20'h) day of the month preceding the period for 817 which the service is being billed. CONTRACTOR shall provide CITY with a list in 818 electronic format of those SFD Service Units that have been added to CONTRACTORS 819 customer base since the previous tax assessment by March 31" and again by June 30'h 820 of each Agreement Year. 821 4.01.3.2 MFD and Commercial Service Units. The 822 CONTRACTOR shall be responsible for the billing and collection of payments for MFD 823 and Commercial Collection Services within the Service Area. Such billing shall be 824 provided to the customers monthly in advance. Not withstanding the preceding 825 provision, the CONTRACTOR shall not bill for City Collection Services. 826 4.02 Delinauent Service Accounts. The CONTRACTOR may report to the City 827 Representative, on a regular basis, all Service Recipients who have received Collection 828 Service and whose accounts are over one-hundred twenty (120) days past due. The 829 CONTRACTOR may take such action as is legally available to collect or cause collection 830 of such past due amounts. However, in no event. except upon notice in writing by the 831 City Representative, shall the CONTRACTOR cease provision of Collection Services to 832 any Service Unit due to non-payment 833 4.03 Methods of Pavment. CONTRACTOR shall provide the means for 834 customers to pay bills through the following methods: cash, checks, credit cards, internet 835 payment service or automatic withdrawal from bank account. 836 4.04 CONTRACTOR'S Pavments to CITY. CONTRACTOR shall make 837 payment to the CITY of a franchise fee, administrative fee and such other fees as may 838 be specified in this Section 4.04. Payment to the CITY shall be due, on the fifteenth 839 (15th) day of the month following the month the revenues are collected, Each such 840 payment shall be accompanied by an accounting, which sets forth CONTRACTOR'S 841 gross revenues collected during the preceding month. 842 4.04.1 Franchise Fee. The franchise fee shall be a percentage of 843 CONTRACTOR'S gross revenue collected each month under the terms of this 844 Agreement. Gross revenue shall specifically include revenue received by the 845 CONTRACTOR from any entity, including Federal, State, County or other local facilities 846 within the Service Area for the provision of Collection Services by the CONTRACTOR. 847 However, revenue received by the CONTRACTOR from the sale of recyclable materials 848 and from related California Redemption Value (CRV) payments shail not be considered 849 as gross revenues for purpose of the calculation of franchise fees. The franchise fee 850 percentage shall be thirteen and sixth-tenths percent (13.6%) during the term of this 851 Agreement unless adjusted by the CITY. t;W1ii'-\j fijtl.i.f.ý1\J; Page 25 Collection Service Agreement 852 4.04.2 Administrative Fee. The administrative fee shall be a percentage 853 of CONTRACTOR'S gross revenue collected each month under the terms of this 854 Agreement. Gross revenue shall specifically include revenue received by the 855 CONTRACTOR from any entity, including Federal, State, County or other local facilities 856 within the Service Area for the provision of Collection Services by the CONTRACTOR. 857 However, revenue received by the CONTRACTOR from the sale of recyclable materials 858 and from related CRV payments shall not be considered as gross revenues for purpose 859 of the calculation of administrative fees. The administrative fee percentage shall be two 860 percent (2%) during the term of this Agreement unless adjusted by the CITY. 861 4.04.3 Other Fees. CITY may set such other fees as it deems necessary. 862 4.04.4 No acceptance by CITY of any payment shall be construed as an 863 accord that the amount is in-fact the correct amount, nor shall such acceptance of 864 payment be construed as a release of any claim CITY may have against CONTRACTOR 865 for any additional sums payable under the provisions of this Agreement All amounts 866 paid shall be subject to independent audit and recompilation by CITY If, after the audit, 867 such recompilation indicates an underpayment CONTRACTOR shall pay to CITY the 868 amount of the underpayment and shall reimburse CITY for all reasonable costs and 869 expenses incurred in connection with the audit and recompilation within ten (10) Work 870 Days of receipt of written notice from CITY that such is the case. If, after audit, such 871 recompilation indicates an overpayment, CITY shall notify the CONTRACTOR in writing 872 of the amount of the overpayment, less costs and expenses incurred in connection with 873 the audit and recompilation. CONTRACTOR may offset the amounts next due following 874 receipt of such notice by the amount specified therein. 875 ARTICLE 5. Compensation and Rates 876 5,01 Collection Service Rates. The CONTRACTOR shall charge Service 877 Recipients the service rates established by CITY under the terms of this Agreement 878 5.02 Collection Service Compensation to CONTRACTOR. Collection Service 879 compensation provided for in this Articie shall be the full, entire and complete 880 compensation due to CONTRACTOR pursuant to this Agreement for the provision of 881 Collection Services as set forth herein. 882 5.03 Collection Service Compensation Elements. Collection Service 883 compensation to the CONTRACTOR shall consist of the following elements; a Collection 884 Compensation Element, a Disposal Compensation Element, a Container Compensation 885 Element and a Fee Compensation Element. 886 5.04 Initial Compensation to CONTRACTOR. Except as set forth in Section 887 5.04.1 below, CONTRACTOR'S compensation for the first (1") Agreement Year shall not 888 be less than $6,039,660 as set forth in Exhibit 1 to this Agreement. 889 5.04.1 CONTRACTOR acknowledges that CITY has applied for grant 890 funds on behalf of CONTRACTOR to offset the cost of the alternate fuel vehicles to be 891 utilized by CONTRACTOR to perform Collection Services. To the extent such grant 8g2 funds are received by CONTRACTOR, the initial compensation as set forth in Section Page 26 City of Dublin Collection Service Agreement 893 5.04 above shall be reduced by an amount equal to 14.28% of the amount of grant funds 894 received. 895 5.05 Annual Compensation Adiustments. Beginning on July 1, 2006, and 896 annually thereafter, CONTRACTOR shall, subject to compliance with all provisions of 897 this Article, be eligible to receive an adjustment, in the Compensation Elements as set 8g8 forth in Exhibit 1 to this Agreement. 899 5.05.1 Adiustments to Collection Compensation Element. The Collection 900 Compensation Element adjustment consists of two (2) factors, the Refuse Rate 901 Adjustment (RRI) factor and the annual growth (AG) factor. 902 5.05.1.1 RRI Factor. The RRI factor shall be the lesser of five 903 percent (5%) or the sum of the weighted percentage change in the Annual Average of 904 each RRI index number between the second (20d) preceding calendar year and the 905 preceding calendar year, as contained in the most recent release of the source 906 documents listed in Exhibit 2, ("Compensation Model") which is attached to and included 907 in this Agreement. Therefore, the first RRI factor will be based on the percentage 908 change between the Annual Average of the RRI indices for the year ended December 909 31, 2004 (the second (2nd) preceding calendar year) and the Annual Average of the RRI 910 indices for the year ended December 31,2005, (the preceding calendar year). The RRI 911 factor shall be calculated using the Compensation Model included in Exhibit 2. 912 5.05.1.2 Annual Growth Factor. The AG factor for each 913 compensation adjustment shall be the percentage change in the beginning Calculated 914 Revenue and the ending Calculated Revenue. 915 5.05,1.3 Initial Calculation. Calculated Revenue shall be the sum 916 of the product of the Collection Service event census data multiplied by the appropriate 917 Service rate. For purposes of determining the AG factor for the initial compensation 918 adjustment of July 1, 2006, beginning Calculated Revenue shall be calculated using the 919 Collection Service census data as shown on Exhibit 2 and rates as of July 1, 2005 and 920 ending Calculated Revenue shall be calculated using the Collection Service census data 921 as of December 31,2005 and the rates as of July 1, 2005. 922 5.05.1.4 Subsequent Calculations. Calculated Revenue shall be 923 the sum of the product of the Collection Service census data multiplied by the 924 appropriate Service rate. For purpose of determining the AG factor for all subsequent 925 compensation adjustment, beginning Calculated Revenue shall be calculated using the 926 Collection Service census data as of the preceding January 1 s' and rates as of the 927 preceding July 1" and ending Calculated Revenue shall be calculated using the 928 Collection Service census data as of the preceding December 31st and the rates as of 929 the preceding July 1 "'. Therefore to determine the AG factor for the July 1, 2007 930 compensation adjustment, beginning Calculated Revenue shall be calculated using the 931 Collection Service census data as of January 1, 2006 and rates as of July 1, 2006 and 932 ending Calculated Revenue shall be calculated using the Collection Service census data 933 as of December 31, 2006 and the rates as of July 1, 2006. 934 5.05.1.5 Collection Compensation Element Adiustment. The 935 annual Collection Compensation Element adjustment shall be calculated by multiplying T~ J\J)rRÞ~'" Page 27 Collection Service Agreement 936 the Collection Compensation Element times (one (1) plus the AG Factor} and multiplying 937 the result, (the Collection Compensation Element adjusted for growth) times {one (1) 938 plus the RRI factor}, as shown in Exhibit 2. 939 5.05.2 Adiustments to Disposal Compensation Element The Disposal 940 Compensation Element adjustment consists of two (2) factors; the approved tip fee, 941 (ATF), factor and annual tonnage, (AT), factor. 942 5.05.2.1 Approved Tip Fee Factor. The ATF factor shall be the 943 percentage change in the approved tip fee of the Disposal Contractor in effect during the 944 first (1") month of the then current Agreement Year and the approved tip fee to be 945 effective on the first (1") day of the subsequent Agreement Year. Therefore the first (1") 946 ATF factor will be the percentage change in the approved tip fee as of July 1, 2005 and 947 the approved tip fee as of July 1 2006. 948 5.05.2.2 Annual Tonnaqe Factor. The AT factor shall be the 949 percentage change in the Prior Calculated Tonnage and the Current Calculated 950 Tonnage. For purposes of the initial compensation adjustment of July 1, 2006, the Prior 951 Calculated Tonnage shall be the tonnage figure submitted by the CONTRACTOR as set 952 forth in Exhibit 1 to this Agreement. The Current Calculated Tonnage shall be the actual 953 tonnage disposed by the CONTRACTOR at the Disposal Facility for the first six (6) 954 months of the Agreement Year divided by six (6) and multiplied by twelve (12). 955 5.05.2.3 For all subsequent compensation adjustments, the Prior 956 Calculated Tonnage shall be the prior Current Calculated Tonnage. The Current 957 Calculated Tonnage shall be the actual tonnage disposed by the CONTRACTOR at the 958 Disposal Facility for the preceding twelve months ended December 31". Therefore the 959 AG factor for the July 1, 2007 compensation adjustment will be the percentage change 960 between the prior Current Calculated Tonnage and the actual tonnage disposed by the 961 CONTRACTOR at the Disposal Facility for the preceding twelve months ended 962 December 31,2006 (the Current Calculated Tonnage). 963 5.05.3 Disposal ComDensation Element Adiustment The annual 964 Disposal Compensation Element adjustment shall be calculated by multiplying the 965 Disposal Compensation Element times {one (1) plus the AT factor} and multiplying the 966 result, (the Disposal Compensation Element adjusted for growth), times {one (1) plus the 967 ATF factor} as shown in Exhibit 2. 968 5.05.4 Adiustments to Container Compensation Element. The Container 969 Compensation Element represents the amortized cost of carts and bins over the life of 970 the Collection Service Agreement and shall not be adjusted except to account for 971 customer growth through the use of the AG factor as set forth in Section 5.05.1.2 above. 972 5.05.5 Container Compensation Element Adiustment. The annual 973 Container Compensation Element adjustment shall be calculated by multiplying the 974 Container Compensation Element times one (1) plus the AG factor as shown in Exhibit 975 2. 976 5.05.6 Fee Compensation Element Adiustment. The Fee Compensation 977 Element shall always be equal to the sum of the Collection Compensation Element, Page 28 City of Dublin 978 979 980 981 982 983 984 985 986 987 988 989 990 991 992 993 994 995 996 997 998 999 1000 1001 1002 Collection Service Agreement Disposal Compensation Element, and Container Compensation Element (the "base compensation') divided by [1 rninus the sum of the then current fee percentages] minus the base compensation, The Fee Compensation Element shall be adjusted annually at such time as the Collection Compensation Element is adjusted or at such time as CITY adjusts the franchise fee or administrative fee percentages or adds a new fee. 5.06 Financial Information. On or before March 1, 2006, CONTRACTOR shall deliver to CITY financial information for the specific services performed under this Agreement for the preceding fiscal period ended December 31, 2005. On or before March 1, 2007 and annually thereafter during the term of this Agreement, CONTRACTOR shall deliver to CITY financial information for the specific services performed under this Agreement for the preceding calendar year. Such financial information shall be in the format as set forth in Exhibit 2, or as may be further revised by CITY from time to time. 5.07 Collection Service Census Data. On or before August 20, 2005 and monthly thereafter during the term of this Agreement, CONTRACTOR shall deliver to CITY, Collection Service census data for all Service Units. 5.07.1 Census data for SFD Service Units shall consist of the number of SFD Service Units receiving, SFD Collection Service above the minimum SFD Collection Service billed by the City. The census data shall be segregated by type of service and as appropriate, container size, number of containers and frequency of Collection. 5.07.2 Census data for MFD, Commercial and City Service Units shall consist of the number of service units receiving MFD, Commercial or City Collection Service during the preceding month. The census data shall be segregated by type of service and as appropriate, container size, number of containers and frequency of Collection. 1003 5.08 Tonnaae Data. On or before August 20, 2005 and monthly thereafter 1004 during the term of this Agreement, CONTRACTOR shall deliver to CITY a listing of the 1005 actual tonnage disposed by the CONTRACTOR at the Disposal Facility for the preceding 1006 month sorted between SFD, MFD Commercial and CITY Service Units and between 1007 Roll-Off Containers and all other containers to the extent practical. 1008 5.09 Roundinq. Annual adjustments shall be made only in units of one cent 1009 ($0.01). Fractions of less than one cent ($0.01) shall not be considered in making 1010 adjustments. The indices shall be truncated at four (4) decimal places for the adjustment 1011 calculations. 1012 5.10 Extraordinarv Circumstances. If CONTRACTOR fails to submit the 1013 financial, customer base, or tonnage data in the required format and time due, it is 1014 agreed that CONTRACTOR shall be deemed to have waived the next scheduled 1015 Collection Compensation Element adjustment. 1016 5.10.1 However, if CONTRACTOR'S failure to submit the data required 1017 under this Articie is the result of extraordinary or unusual circumstances as 1018 demonstrated by CONTRACTOR to the satisfaction of the City Representative, CITY, at t"·~.'~."iI(7.·'ÍI),I~. I ~M:.I I,f1o;;ljf0¡/t' Page 29 1019 1020 1021 1022 1023 1024 1025 1026 1027 1028 1029 1030 1031 1032 1033 1034 1035 1036 1037 1038 1039 1040 1041 1042 1043 1044 1045 1046 1047 1048 1049 1050 1051 1052 1053 1054 1055 1056 1057 1058 1059 Collection Service Agreement its sole discretion, may consider the request for the annual Collection Compensation Element adjustment. 5.11 Extraordinary Adiustment. 5.11.1 CONTRACTOR may petition the CITY in writing at any time for an additional compensation adjustment on the basis of extraordinary and unusual changes in the costs of operations or programs that satisfy all of the following conditions: (i) materially alters CONTRACTOR'S operations or overail costs; (ii) could not reasonably have been foreseen by a prudent operator; (iii) which, by all reasonable expectations will continue for a period of at least six (6) months; and (iv) is not addressed pursuant to Article 27, CONTRACTOR'S request shall contain substantial proof and justification to support the need for the compensation adjustment. The CITY may request from the CONTRACTOR such further information as it deems necessary to fully evaluate the request and make its determination. The CITY shall in the exercise of its reasonable discretion approve or deny the request, in whole or in part, within sixty (60) calendar days of receipt of the written request and all other additional information requested by the CITY. 5,11.2 No Extraordinary Adjustment shall occur or additional compensation be provided due to the CONTRACTOR's use of any facility or service provider other than as set forth in Article 1 of this Agreement. Nor shall a variation from the CONTRACTOR's estimate for equipment and personnel required, or the tonnages of Solid Waste, Recyclable Materials or Organic Wastes be collected, processed or disposed provide a basis for an increase in compensation through an Extraordinary Adjustment or otherwise, except as specifically provided for by the Annual Compensation Adjustment Process set forth in Section 5.05. 5.12 Calculation of Service Rates. CITY shall calculate, set and maintain service rates at a level, based on the revenue forecasted to be received by CONTRACTOR from charging such rates that can reasonably be expected to provide compensation to the CONTRACTOR as calculated in Section 5.05 above. 5.13 Initial Calculation. In preparing the initial service rate calculations, CITY shall use the event census data shown on Exhibit 2. As part of the rate calculation process, CITY shail provide the rate calculations and assumptions to the CONTRACTOR for their review, However, the final decision of the rate structure rests solely with the CITY. 5.13.1 Subsequent Calculations. In preparing subsequent service rate calculations, CITY may use the most current event census data available. As part of the rate calculation process, CITY shall provide the rate calculations and assumptions to the CONTRACTOR for their review. However, the final decision of the rate structure rests solely with the CITY. 5.14 Cornpensation Variances. CONTRACTOR shall retain any_compensation in excess of that calculated in Section 5.05 above and shall not be entitled to any additional revenues if compensation is less than calculated in Section 5.05 above. Page 30 City of Dublin 1060 1061 1062 1063 1064 1065 1066 1067 1068 1069 1070 1071 1072 1073 1074 1075 1076 1077 1078 1079 1080 1081 1082 1083 1084 1085 1086 1087 1088 1089 1090 1091 1092 1093 1094 1095 1096 1097 Collection Service Agreement ARTICLE 6. Diversion Requirements 6,01 Minimum Reauirements. The CITY requires the CONTRACTOR to use its best efforts to achieve a minimum annual diversion rate of fifty percent (50%), or such other amount as may be set in accordance with the provisions of Article 27 of this Agreement, over each Calendar Year beginning January 1, 2006. The annual diversion rate will be calculated as 'the tons of materials Collected by CONTRACTOR from the provision of Collection Services that are sold or delivered to a recycler or reuser, as required by this Agreement, divided by the total tons of materials Collected by CONTRACTOR in each Calendar Year. 6.02 Failure To Meet Minimum Requirements. CONTRACTOR'S failure to meet the minimum diversion requirements set forth above in Section 6,01 may result in the termination of this Agreement or the imposition of liquidated damages. In determining whether or not to assess liquidated damages or terminate the Agreement, the CITY will consider the good faith efforts put forth by the CONTRACTOR to meet the minimum diversion requirements, This consideration will include the methods and level of effort of the CONTRACTOR to fully implement the public education and diversion plans attached to and included in this Agreement as Exhibits 8 and 9 respectively The CONTRACTOR shall be held to the standards of an effective, professional, and prudently designed and operated diversion and public educational program within a similar municipal jurisdiction. ARTICLE 7. Service Units 7.01 Service Units. Service Units shall include all the following categories of premises which are in the Service Area as of July 1, 2005, and all such premises which may be added to the Service Area by means of annexation, new construction, or as otherwise set forth in this Agreement during term of this Agreement: 7.01.1 SFD Service Units 7.01.2 MFD Service Units 7.01.3 Commercial Service Units 7.01.4 Commercial Organic Service Units 7.01.5 City Service Units 7.01.6 Any question as to whether a premises falls within one of these categories shall be determined by the City Representative and the determination of the City Representative shall be final. 7.02 Service Unit Chanaes. The CITY and CONTRACTOR acknowledge that during the term of this Agreement it may be necessary or desirable to add or delete Service Units for which CONTRACTOR will provide Collection Services. 7.02.1 Additions and Deletions. CONTRACTOR shall provide services described in this Agreement to new Service Units within five (5) Work Days of receipt of notice from the CITY or new Service Unit to begin such service. I.'. ·~,Kj~·'·".'.'¡h.f;r~- '>i, I~tr.;.Q.fjr.Pl>-~ Page 31 1098 1099 1100 1101 1102 1103 1104 1105 1106 1107 1108 1109 1110 1111 1112 1113 1114 1115 1116 1117 1118 1119 1120 1121 1122 1123 1124 1125 1126 1127 1128 1129 1130 1131 1132 1133 1134 1135 1136 1137 1138 Collection Service Agreement 7.03 Annexation. If during the life of the Agreement, additional territory is acquired by the CITY through annexation, CONTRACTOR agrees to provide Collection Services in such annexed area in accordance with the provisions and service rates set forth in this Agreement. Such Collection Services shall begin within five (5) Work Days of receipt of written notice from the CITY. CONTRACTOR shall not begin Collection Service without written authorization from the CITY 7.04 Route Map Update. CONTRACTOR shall revise the Service Unit route maps to show the addition of Service Units added due to annexation and shall provide such revised maps to the City Representative as requested. ARTICLE 8. SFD Collection Services 8.01 SFD Collection Services. These services shall be governed by the following terms and conditions: 8.01.1 Conditions of Service. The CONTRACTOR shall provide SFD Collection Service to all SFD Service Units in the Service Area whose Solid Waste is properly containerized in Garbage Carts, Recyclable Materials are properly containerized in Recyciing Carts, except as set forth in Section 8.05; and Organic Waste is properly containerized in Organic Waste Carts except as set forth in Section 8.06; where the Garbage, Recycling and Organic Waste Carts have been placed within three 3) feet of the curb, swale, paved surface of the public roadway, closest accessible roadway, or other such location agreed to by the CONTRACTOR and Service Recipient, that will provide safe and efficient accessibility to the CONTRACTOR'S Collection crew and vehicle. 8.02 On-Premises Service. Notwithstanding any term or definition set forth in this Agreement, CONTRACTOR shall provide on-premises Collection of Solid Waste, Recyclable Materials, and Residential Organic Waste to a SFD Service Unit if all adult Service Recipients residing therein have disabilities that prevent them from setting their Garbage, Recycling or Organic Waste Cart at the curb for Collection and if a request for on-premises service has been made to, and approved by, the City Representative in the manner required by CITY. The City Representative shall notify the CONTRACTOR in writing of any SFD Service Units requiring on-premises service, along with the date such service is to begin. No additional monies shall be due to the CONTRACTOR for the provision of on-premises service. 8.02.1 Collection Dav. CONTRACTOR shall provide on-premises Collection Service on the same Work Day that curbside Collection would otherwise be provided to the SFD Service Unit. 8.03 Frequencv and Schedulinq of Service. Except as set forth in Sections 8.06 and 8.07, SFD Collection Services shall be provided one (1) time per week on a scheduled route basis. SFD Collection Services shall be scheduled so that a SFD Service Unit receives SFD Solid Waste Collection Service, SFD Recycling Service, SFD Organic Collection Service, and SFD Used Oil Collection Service on the same Work Day. Page 32 City of Dublin 1139 1140 1141 1142 1143 1144 1145 1146 1147 1148 1149 1150 1151 1152 1153 1154 1155 1156 1157 1158 1159 1160 1161 1162 1163 1164 1165 1166 1167 1168 1169 1170 1171 1172 1173 1174 1175 1176 1177 1178 1179 1180 1181 Collection Service Agreement 8.04 Non-Collection. Except as set forth in Sections 8.05 and 8.06 CONTRACTOR shall not be required to Collect any Solid Waste, Recyclable Material, or Organic Waste that is not placed in a cart. In the event of non-collection, CONTRACTOR shall affix to the cart a Non-Collection Notice explaining why Collection was not made. CONTRACTOR shall maintain a copy of such notices during the term of this Agreement. 8.05 Overaaes. In the event the Recycling Cart is full, corrugated cardboard that is of a size to fit in an empty Recycling Cart may be placed beside the Recycling Cart for Collection. 8.06 Curbside Christmas Tree Collection. CONTRACTOR shall Collect Christmas trees from all SFD Service Units to supplement, but not replace, the collection program offered by the Boy Scouts in the CITY. CONTRACTOR shall offer SFD Service Units Collection of Christmas trees on an annual basis during the period commencing December 26'h and ending on the last regularly scheduled Collection day of January for each specific collection route. Christmas trees shall be Collected on the regular Collection day for each SFD Service Unit. 8.06.1 Christmas Tree Drop-Off Sites. CONTRACTOR shall supply three 3) Roll-Off Containers, to be placed at three (3) different locations determined by the CITY, to provide a drop-off location for Christmas trees, The CONTRACTOR shall service the Christmas tree Roll-Off Containers on a regular basis and keep the surrounding area free of any debris. CONTRACTOR shall deliver the three (3) Roll-Off Containers to sites specified by the CITY on the first (1st) business day after Christmas day, and shall service the Roll-Off Containers until the third (3"') Monday of January. 8.06.2 Contaminated Christmas Trees: Christmas trees that are flocked, contain tinsel or other decorations may be delivered to the Disposal Facility at the discretion of the CONTRACTOR. 8.07 Laroe Item Collection Service. This service will be governed by the following terms and conditions: 8,07.1 Conditions of Service. The CONTRACTOR shall provide Large Item Collection Service to all SFD Service Units in the Service Area whose Large Items have been placed within three (3) feet of the curb, swale, paved surface of the public roadway, closest accessible roadway, or other such location agreed to by the CONTRACTOR and Service Recipient, that will provide safe and efficient accessibility to the CONTRACTOR'S Collection crew and vehicle. The Service Recipient shall be limited to seven (7) cubic yards per Collection. Accordingly CONTRACTOR shall be compensated for the cost of Collecting Large Items in excess of this limitation in accordance with the "Additional Large Item Collection" service rate as set by the City and as may be adjusted under the terms of this Agreement. Each SFD Service Unit in the Service Area shall be entitled to receive Large Item Collection Service up to three (3) times per Agreement Year. CONTRACTOR shall not be required to Collect more than four (4) tires from any SFD Service Unit per Collection. 8,07.2 Freouencv of Service. Large Item Collection Service shall be provided within three (3) Work Days of receipt of the request. 0',<JC(1~' ','t;~ÄI \-a~. I I ¡ r") r,')-,,,·-,,,,,,,,¡:,~'t'AlC~~~"'· Page 33 1182 1183 1184 1185 1186 1187 1188 1189 1190 1191 1192 1193 1194 1195 1196 1197 1198 1199 1200 1201 1202 1203 1204 1205 1206 1207 1208 1209 1210 1211 1212 1213 1214 1215 1216 1217 1218 1219 1220 1221 Collection Service Agreement 8.08 Used Oil Collection Service. This service will be governed by the following terms and conditions: 8.08.1 Conditions of Service. The CONTRACTOR shall provide Used Oil Collection Service to all SFD Service Units in the Service Area utilizing Used Oil Containers for the accumulation and set-out of their Used Oil, and Used Oil Filter Containers for the accumulation and set out of their Used Oil Filters where the Used Oil Containers and Used Oil Filter Containers have been placed within three (3) feet of the curb, swale, paved surface of the public roadway, closest accessible roadway, or other such location agreed to by the CONTRACTOR and Service Recipient, that will provide safe and efficient accessibility to the CONTRACTOR'S Collection crew and vehicle. 8,08.2 Non-Collection. CONTRACTOR shall not be required to Collect material placed in Used Oil or Used Oil Filter Containers unless the material is Used Oil or Used Oil Filters, as appropriate, and is free of contamination other than contamination normally expected to be present as a result of the use, storage or spillage of the oil or filter. In the event of non-collection, CONTRACTOR shall affix to the Used Oil or Used Oil Fiiter Container a Non-Collection Notice explaining why Collection was not made and maintain a copy of such notice during the term of this Agreement Prior to the end of each Work Day, CONTRACTOR shall notify the City Representative, either by Fax or e- mail, of any non-collection occurrences. If non-collection is because the Used Oil or Filter was placed in an improper container, CONTRACTOR shall also leave Used Oil or Used Oil Filter Containers in a number sufficient to contain the Used Oil or Used Oil Filters set out. but not exceeding sixteen (16) quarts, or two (2) Used Oil Filters along with the Non-Collection Notice. 8.08.3 Spillaae. CONTRACTOR shall carry oil absorbent material on all Used Oil Collection vehicies and shall cleanup any Used Oil that spills during Collection, which has leaked from the Used Oil or Used Oil Fiiter Container, or which spills or leaks during the time the Used Oil or Used Oil Filter is in the Collection vehicle. 8.08.4 Used Oil and Used Oil Filter Containers. Within three (3) Work Days of receipt of a verbal request of CITY or a Service Recipient, CONTRACTOR shall, at CONTRACTOR'S soie cost and expense, provide the SFD Service Unit where the Service Recipient resides with Used Oil Containers and Used Oil Filter Containers in the number requested by the CITY or the Service Recipient but not exceeding a number sufficient to hold sixteen (16) quarts of Used Oil and two (2) Used Oil Filters. 8.08.4.1 At the time CONTRACTOR Collects Used Oil from a SFD Service Recipient, CONTRACTOR shall, at CONTRACTOR'S sole cost and expense, leave at the premises one (1) Used Oil Container for each Used Oil Container Collected and one (1) Used Oil Filter Container for each Used Oil Filter Container Collected. CONTRACTOR shall keep the outside of all Used Oil and Used Oil Filter Containers clean and may re-use the containers until the condition of the container makes it inappropriate for re-use. Page 34 City of Dublin e 1222 e 1223 1224 1225 1226 1227 1228 1229 1230 1231 1232 1233 1234 1235 1236 1237 1238 1239 1240 1241 1242 1243 1244 1245 1246 1247 1248 1249 1250 1251 1252 1253 1254 1255 1256 1257 1258 1259 1260 1261 1262 1263 Collection Service Agreement ARTICLE 9. MFD Collection Services 9.01 MFD Collection Services. These services will be governed by the following terms and conditions: 9.01.1 Conditions of Service. The CONTRACTOR shall provide MFD Solid Waste Collection Service, and MFD Recycling Service to all MFD Service Units in the Service Area whose Solid Waste and Recyclable Material are properly containerized in bins or carts as appropriate where the bins and carts are accessible as set forth in Section 9.01.3. 9.01.2 Freauencv of Service. Each service shall be provided at least once every week on a scheduled route basis. However, in those instances where the scheduled Collection day falls on a holiday as set forth in Section 3.09 herein, the Collection day may be adjusted in a rnanner agreed to between the Service Recipient and the CONTRACTOR as long as service is received a minimum of one (1) time per week. The size of the bin or cart and the frequency (above the minimum) of Collection shall be determined between the customer and the CONTRACTOR. However, size and frequency shall be sufficient to provide that no Solid Waste or Recyclable Material need be placed outside the bin or cart on a regular basis. 9.01.3 Accessibility. CONTRACTOR shall Collect all Garbage Bins and Recycling Bins or Carts that are readily accessible to the CONTRACTOR'S crew and vehicles and not blocked. However, CONTRACTOR shall provide "push services" as necessary during the provision of MFD Collection Services. Push services shall include, but not be limited to, dismounting from the Collection vehicle, moving the Garbage Bins or Recycling Bins or Carts from their storage location for Collection and returning the Garbage Bins or Recycling Bins or Carts to their storage location. 9.01.3.1 The CONTRACTOR may notify the City Representative daily, either by Fax or e-mail, of all situations that prevent or hinder Coliection from any MFD Service Unit. 9.01.4 Non-Coliection. CONTRACTOR shall not be required to Collect any Solid Waste or Recyclable Materials that are not placed in a bin or cart unless such Solid Waste or Recyclable Material is outside the bin or cart as a result of overflow. In the event of non-collection, CONTRACTOR shall affix to the bin or cart a Non-Collection Notice explaining why Collection was not made. CONTRACTOR shall maintain copies of the Non-Collection Notice during the term of this Agreement. 9.01.5 Overflow. In the case of repeated overflows of Solid Waste or Recyclable Material CONTRACTOR shall contact the MFD Service Unit management to arrange for an appropriate change in bin or cart size, Collection frequency or both. In the event. CONTRACTOR cannot successfully contact the MFD Service Unit management after three (3) attempts, or cannot reach an agreement with such management regarding the change in service, CONTRACTOR shall advise the City Representative, either by Fax or e-mail, of the details of the overages, and the attempts at communication with the MFD Service Unit management. The City Representative shali respond to CONTRACTOR'S report and make a final written determination. Within id!'jt0?j't" Page 35 1264 1265 1266 1267 1268 1269 1270 1271 1272 1273 1274 1275 1276 1277 1278 1279 1280 1281 1282 1283 1284 1285 1286 1287 1288 1289 1290 1291 1292 1293 1294 1295 1296 1297 1298 1299 1300 1301 1302 1303 1304 1305 Collection Service Agreement efive (5) Work Days of receipt of the City Representative's written determination, CONTRACTOR shall change the Collection Service in accordance with such written determination. 9.02 LarQe Item Collection Service. This service will be governed by the following terms and conditions: 9.02.1 Conditions of Service. The CONTRACTOR shall provide Large Item Collection Service to all MFD Service Units in the Service Area in a manner agreed to between the CONTRACTOR and the MFD Service Unit management. The service shall be limited to the Collection of a maximum number of cubic yards of material calculated by multiplying the number of Dwelling Units in the Service Unit by three (3) cubic yards. Accordingly CONTRACTOR shall be compensated for the cost of Collecting Large Items in excess of this limitation in accordance with the "Additional Large Item Collection" service rate as set by the City and as may be adjusted under the terms of this Agreement. 9.02.2 FreQuencv of Service. Large Item Collection Service shall be provided within three Work Days of receipt of the request. 9.03 Used Oil and Filter Collection Service. This service will be governed by the following terms and conditions: 9.03.1 Conditions of Service. The CONTRACTOR shall provide Used Oil Collection Service to all participating MFD Service Units in the Service Area utilizing Used Oil Containers for the accumulation and set out of their Used Oil, and Used 011 Filter Containers for the accumulation and set out of their Used Oil Filters. Used 011 Containers and Used 011 Filter Containers shall be placed in a collection box at a location that has been agreed to by the CONTRACTOR, and management of the MFD Service Unit that will provide safe and efficient accessibility to the CONTRACTOR'S Collection crew and vehicle. 9.03.2 Frequency of Service. This service shall be provided once every week on a scheduled route basis on the same Work Day as MFD Solid Waste or Recycling Collection Service, However, in those instances where the scheduled Collection day falls on a holiday as set forth in Section 3.09 herein, the Collection day may be adjusted in a manner agreed to between the Service Recipient and the CONTRACTOR as long as service is received a minimum of one (1) time per week. 9.03.3 Non-Collection. CONTRACTOR shall not be required to Collect material placed in Used Oil or Used Oil Filter Containers unless the material is Used Oil or Used Oil Filters, as appropriate, and is free of contamination other than contamination normally expected to be present as a result of the use, storage or spillage of the oil or filter. In the event of non-collection, CONTRACTOR shall affix to the Used Oil or Used Oil Filter Container a Non-Collection Notice explaining why Collection was not made. Prior to the end of the Work Day, CONTRACTOR shall notify the City Representative, either by Fax or e-mail, of any non-collection occurrences. If non-collection is because the Used Oil or Filter was placed in an improper container, CONTRACTOR shall also leave Used Oil or Used Oil Filter Containers in a number sufficient to contain the Used e Page 36 City of Dublin 1306 1307 1308 1309 1310 1311 1312 1313 1314 1315 1316 1317 1318 1319 1320 1321 1322 1323 1324 1325 1326 1327 1328 1329 1330 1331 1332 1333 1334 1335 1336 1337 1338 1339 1340 1341 1342 1343 1344 1345 Collection Service Agreement Oil or Used Oil Filters set out, but not exceeding sixteen (16) quarts, or two (2) Used Oil Filters per Dwelling Unit, along with the Non-Collection Notice. 9.03.4 Spillaqe. CONTRACTOR shall carry oil absorbent material on all Used Oil Coilection vehicles and shall cleanup any Used Oil that spills during Collection, which has leaked from the Used Oil or Used Oil Filter Container, or which spills or leaks during the time the Used Oil or Used Oil Filter is in the Collection vehicle. 9.03.5 Used Oil and Used Oil Filter Containers. Within three (3) Work Days of receipt of request for Used Oil Collection Services, CONTRACTOR shall, at CONTRACTOR'S sole cost and expense, provide the Service Recipient or management of the MFD Service Unit with a sufficient number of collection boxes for the storage of Used Oil and Used Oil Filters. Each collection box shall contain six (6) Used Oil Containers, three (3) Used Oil Filter Containers, and one oil funnel. 9.03.5.1 At the time CONTRACTOR Collects Used Oil from a MFD Service Unit, CONTRACTOR shall, at CONTRACTOR'S sole cost and expense, leave at the premises one (1) Used Oil Container for each Used Oil Container Collected and one (1) Used Oil Filter Container for each Used Oil Filter Container Collected. CONTRACTOR shall keep the outside of all Used Oil and Used Oil filter Containers clean and may re-use the containers until the condition of the container makes it inappropriate for re-use. ARTICLE 10. Commercial Collection Services 10.01 Commercial Collection Services. These services will be governed by the following terms and conditions: 10.01.1 Conditions of Service. The CONTRACTOR shall provide Commercial Solid Waste Collection Service and Commercial Recycling Service to all Commercial Service Units in the Service Area whose Solid Waste and Recyclable Material are properly containerized in bins or carts as appropriate where the bins and carts are accessible as set forth in Section 10.01.3. CONTRACTOR shall provide Commercial Organic Collection Service to all Commercial Service Units and Commercial Organic Service Units in the Service Area whose Commercial Organic Waste is properly containerized in bins or carts as appropriate where the bins and carts are accessible as set forth in Section 10.01.3. 10.01.2 Frequency of Service. Each service shall be provided at least once every week on a scheduled route basis. However, in those instances where the scheduled Collection day falls on a holiday as set forth in Section 3.09 herein, the Collection day may be adjusted in a manner agreed to between the Service Recipient and the CONTRACTOR as long as service is received a minimum of one (1) time per week. The size of the bin or cart and the frequency (above the minimum) of Collection shall be determined between the customer and the CONTRACTOR. However, size and frequency shall be sufficient to provide that no Solid Waste, Recyclable Material. or Commercial Organic Waste need be placed outside the bin or cart on a regular basis. JilfiiK.,èfi!JI Page 37 1346 1347 1348 1349 1350 1351 1352 1353 1354 1355 1356 1357 1358 1359 1360 1361 1362 1363 1364 1365 1366 1367 1368 1369 1370 1371 1372 1373 1374 1375 1376 1377 1378 1379 Collection Service Agreement e10.01.3 Accessibilitv. CONTRACTOR shall Collect all bins and carts that are readily accessible to the CONTRACTOR'S crew and vehicles and not blocked. However, CONTRACTOR shall provide "push services" as necessary during the provision of Commercial Collection Services. Push services shall include, but not be limited to, dismounting from the Collection vehicle, moving the bins or carts from their storage location for Collection and returning the bins or carts to their storage location. 10.01.3.1The CONTRACTOR may notify the City Representative daily, either by Fax or e-mail, of all situations that prevent or hinder Collection from any Commercial Service Unit. 10,01.4 Non-Collection. CONTRACTOR shall not be required to Collect any Solid Waste, Recyclable Materials, or Commercial Organic Waste that are not placed in a bin or cart unless such Solid Waste or Recyclable Material is outside the bin or cart as a result of overflow. In the event of non-collection, CONTRACTOR shall affix to the bin or cart a Non-Collection Notice explaining why Collection was not made. CONTRACTOR shall maintain copies of the Non-Collection Notice during the term of this Agreement. 10.01.5 Overflow In the case of repeated overflows of Solid Waste or Recyclable Material CONTRACTOR shall contact the Commercial Service Unit management to arrange for an appropriate change in bin or cart size, Collection frequency or both. In the event, CONTRACTOR cannot successfully contact the Commercial Service Unit management after three (3) attempts, or cannot reach an agreement with such management regarding the change in service, CONTRACTOR shall advise the City Representative, either by Fax or e-mail, of the details of the overages, and the attempts at communication with the Commercial Service Unit management. The City Representative shall respond to CONTRACTOR'S report and make a final written determination, Within five (5) Work Days of receipt of the City Representative's written determination, CONTRACTOR shall change the Collection Service in accordance with such written determination, 10.02 Commercial Waste Audits. CONTRACTOR'S Recycling Coordinator shall develop a Commercial Waste Audit plan and submit the pian to the CITY for review no later than June 1, 2005. The plan, as approved by the CITY shall be implemented no later than January 1, 2006. At a minimum the plan shall include the provision of up to five (5) commercial waste audits per day depending on the needs of the commercial community. 1380 ARTICLE 11. CITY Collection Services 1381 11.01 CITY Collection Services. These services will be governed by the 1382 following terms and conditions: 1383 11.01.1 Conditions of Service. The CONTRACTOR shall provide CITY 1384 Solid Waste Collection Service, CITY Recycling Service, CITY Organic Collection 1385 Service and Large Item Collection Service to all CITY Service Units in the Service Area 1386 where the bins and carts are accessible as set forth in Section 11.01.3. Page 38 City of Dublin 1387 1388 1389 1390 1391 1392 1393 1394 1395 1396 1397 1398 1399 1400 1401 1402 1403 1404 1405 1406 1407 1408 1409 1410 1411 1412 1413 1414 1415 1416 1417 1418 1419 1420 1421 1422 1423 1424 1425 1426 1427 1428 Collection Service Agreement 11.01.2 Freauencv of Service. Each service shall be provided at least once every week on a scheduled route basis. However, in those instances where the scheduled Collection day falls on a holiday as set forth in Section 3.09 herein, the Collection day may be adjusted in a manner agreed to between the Service Recipient and the CONTRACTOR as long as service is received a minimum of one (1) time per week. The size of the bin or cart and the frequency (above the minimum) of Collection shall be determined between the CITY and the CONTRACTOR. 11,01,3 Accessibilitv. CONTRACTOR shall Collect all bins and carts that are readily accessible to the CONTRACTOR'S crew and vehicles and not blocked. However, CONTRACTOR shall provide "push services" as necessary during the provision of CITY Collection Services. Push services shall include, but not be limited to, dismounting from the Collection vehicle, moving the bins or carts from their storage location for Collection and returning the bins or carts to their storage location. 11.01.3.1 The CONTRACTOR may notify the City Representative daily, either by Fax or e-mail, of all situations that prevent or hinder Collection from any CITY Service Unit. 11.02 LarQe Item Collection Service. This service will be governed by the following terms and conditions: 11.02.1 Conditions of Service. The CONTRACTOR shall provide Large Item Collection Service to all CITY Service Units in the Service Area whose Large Items have been placed within three (3) feet of the curb, swale, paved surface of the public roadway, closest accessible roadway, or other such location agreed to by the CONTRACTOR and Service Recipient, that will provide safe and efficient accessibility to the CONTRACTOR'S Collection crew and vehicle. The Service Recipient shall be limited to seven (7) cubic yards per Collection, Each CITY Service Unit in the Service Area shall be entitled to receive Large Item Collection Service up to three (3) times per Agreement Year. 11.02.2 Freauencv of Service. Large Item Collection Service shall be provided within three (3) Work Days of receipt of the request. 11,03 Neiohborhood Clean-Uo Services. 11.03.1 CONTRACTOR shall, in response to the written request of the City Representative, deliver and collect Roll-Off Containers for use in residential neighborhood clean-up programs. Each clean-up event shall consist of a single Collection day beginning at 6:00 a.m. and ending at 6:00 p.m. The City Representative shall notify CONTRACTOR in writing not less than five (5) calendar days prior to the date of the service. The notice to CONTRACTOR shall specify the date of delivery and Collection of the Roll-Off Containers, the location(s) for delivery, and the number of and size of the Roll-Off Containers to be delivered. As part of this service, CONTRACTOR shall provide on-site supervision at all times the Roll-Off Containers are available for Neighborhood Clean-Up Services, At such time as the Roll-Off Container is full, but not later than the end of the Neighborhood Clean-Up Service day, CONTRACTOR shall transport and deliver the Collected materials to the Disposal Facility, the Materials ÜŸ1ho1'ft' 1.91., I ,\lì Page 39 1429 1430 1431 1432 1433 1434 1435 1436 1437 1438 1439 1440 1441 1442 1443 1444 1445 1446 1447 1448 144g 1450 1451 1452 1453 1454 1455 Collection Service Agreement Recovery Facility, or such other facility as is appropriate for the disposition of the materials and approved by the City Representative. 11.03.2 With the prior written consent of the City Representative, CONTRACTOR may provide for the Collection of materials at a Neighborhood Clean-up Service event in a vehicle or container other than a Roll-Off Container. However, in the event the CONTRACTOR elects to utilize this alternative Collection process, CONTRACTOR is responsible for obtaining documentation of the weight of the materials Collected, diverted and disposed in a manner that is acceptable to the CITY. 11,04 Collection of CITY Containers. CONTRACTOR shall provide Collection, transporting and disposal or processing service to those public Solid Waste, Green Waste or recycling containers in place or placed by the CITY on sidewalks, in parks and other CITY properties during the term of this Agreement. Frequency of Collection may be designated by the CITY, not to exceed six (6) times per week per container. CONTRACTOR shall provide this service at no additional cost to CITY. 11.05 CITY Sponsored Events. CONTRACTOR shall provide Solid Waste Collection and Disposal services, Recycling Collection and processing services and portable toilets at up to three (3) CITY sponsored events as requested by CITY. Such services shall be provided in such a manner that all Solid Waste, Recycling and portable toilet needs of the event are adequately and properly provided for by CONTRACTOR at no cost of any kind to the CITY. Current events and requirements are set forth on Exhibit 6, which is attached to and included in this Agreement. 11.06 HHW Drop-Off Service. CONTRACTOR shall be responsible for promoting, managing, staffing, and operating an annuai drop-off event to accept Household Hazardous Waste (HHW) from residents of the CITY. HHW to be collected at the event shall include at a minimum items such as: paint, stain, varnish, thinner and adhesives; auto products such as old fuel, motor oil, oil filters and batteries; household batteries; cleaners and sprays; and garden products, including pesticides and fertilizers. 1456 11.07 HHW Disposal Event Plan. CONTRACTOR shall provide HHW Drop-Off 1457 Service in a manner consistent with the HHW Disposal Event Plan set forth in Exhibit 10, 1458 which is attached to and included in this Agreement and the provisions of Section 11.08 1459 of this Agreement. The plan includes the use of Phillips Service Corporation ("PSC ") as 1460 a sub contractor to provide the actual services. CITY herein approves the use of PSC 1461 and CONTRACTOR agrees not to replace PSC without the approval of the CITY. 1462 11.08 Except as set forth in Section 11.08.3 below, all costs, including but not 1463 limited to transportation, management, administration, site selection, processing and 1464 disposal, related to this event shall be the responsibility of the CONTRACTOR and no 1465 additional compensation will be provided by the CITY. 1466 11.08.1 CONTRACTOR shall prepare and pay for publication of all 1467 advertisements and public announcements regarding the HHW even!. All promotional 1468 material shall be approved by the CITY prior to release to the public. CONTRACTOR 1469 shall arrange for an appointment system to be in place to allow residents call in to make Page 40 City of Dublin 1470 1471 1472 1473 1474 1475 1476 1477 1478 1479 1480 1481 1482 1483 1484 1485 1486 1487 1488 1489 1490 1491 1492 1493 1494 1495 14g6 1497 1498 1499 1500 1501 1502 1503 1504 1505 1506 1507 Collection Service Agreement appointments to drop-off material at the HHW event. The appointment system shall be designed to minimize waiting time for residents and to encourage participation. 11.08.2 The date and site of the HHW event shall be selected by the CONTRACTOR and approved by the CITY. The CITY shall assist the CONTRACTOR in locating a site as requested, however such site shall always be within the Municipal limits of the CITY. At such events, the CONTRACTOR shall accept HHW delivered by City residents during a seven (7) hour period. CONTRACTOR shall provide personnel that will assist with directing traffic; verifying residency of persons delivering HHW; documenting the number of residents delivering materials; and directing residents where to unload materials. In addition, CONTRACTOR shall be responsible for managing the HHW event; supervising and directing event personnel; inspecting materials delivered to the event; separating and packaging HHW; documenting the quantity of each material type; transporting HHW to reuse, Recycling, and/or processing locations; and cleaning- up the location at the end of the event. 11.08.3 CONTRACTOR shall be prepared to accept a maximum amount of twenty (20) tons of HHW at the initial event. In the event more than twenty (20) tons of HHW are collected at the initial event CITY will compensate COLLECTOR in accordance with the "HHW Additional Ton Rate as set by the CITY. Thereafter, the maximum amount to be collected without additional compensation shall be the prior year maximum amount multiplied by one (1) plus the Annual Growth factor used to calculate the annual compensation adjustment as set forth in Section 5.05.1.2. 11.08.4 CONTRACTOR shall provide properly trained and qualified personnel to handle, unload, package and transport HHW to proper vendors for Recycling and Disposal. CONTRACTOR shall provide appropriate containers for the HHW. CONTRACTOR shall make a good faith effort to minimize waiting time for residents participating in the HHW Drop-off event. 11.08.5 CONTRACTOR shall provide CITY with a report within thirty (30) days of the event summarizing the number of participants and the total Tonnage collected by material type. In addition, the report shall provide detail financial data regarding the cost of the event including but not limited to administrative, training, setup and cleanup, transportation, and processing, 11.09 Abandoned Waste. CONTRACTOR shall direct its Collection vehicle drivers to note (i) the addresses of any premises at which the driver observes that Solid Waste, Recyclable Material, and/or Organic Material is accumulating; and (ii) the address, or other location description, at which Solid Waste, Recyclable Material, and/or Organic Material has been dumped in an apparently unauthorized manner. CONTRACTOR shall deliver the address or description to CITY within three (3) Work Days of such observation. 1508 ARTICLE 12. Collection Routes 1509 12.01 Collection Routes. Ninety (90) days prior to commencement of Collection 1510 Services, the CONTRACTOR shall provide the CITY with maps precisely defining I~. "l14:~tIJJ!..r.;...øJ Page 41 1511 1512 1513 1514 1515 1516 1517 1518 1519 1520 1521 1522 1523 1524 1525 1526 1527 1528 1529 1530 1531 Collection Service Agreement Collection routes, together with the days and the times at which Collection shall regularly commence. To the extent possible, CONTRACTOR will provide the map data in a GIS format that is compatible with the format used by the CITY. 12.02 Subseouent Collection Route Chanoes. The CONTRACTOR shall submit to the CITY, in writing, any proposed route change (including maps thereof) not less than sixty (60) calendar days prior to the proposed date of implementation. To the extent possible, CONTRACTOR will provide the map data in a GIS format that is compatible with the format used by the CITY. The CONTRACTOR shall not implement any route changes without the prior review of the City Representative. If the route change will change the Collection day for a Service Recipient, the CONTRACTOR shall notify those Service Recipients in writing of route changes not less than thirty (30) days before the proposed date of implementation. 12.02.1 Collection Route Audits. The CITY reserves the right to conduct audits of CONTRACTOR'S Collection routes. The CONTRACTOR shall cooperate with the CITY in connection therewith, including permitting CITY employees or agents, designated by the City Representative, to ride in the Collection vehicles in order to conduct the audits. The CONTRACTOR shall have no responsibility or liabiiity for the salary, wages, benefits or worker compensation claims of any person designated by the City Representative to conduct such audits. ARTICLE 13. Minimum Performance and Diversion Standards 1532 13.01 AQreement Extensions. In order to receive the Agreement term extension 1533 offer set forth in Article 2 of this Agreement, the CONTRACTOR must meet or exceed 1534 the following annual minimum performance and diversion standards in each Agreernent 1535 Year beginning July 1, 2006. 1536 13.02 Performance Standards. In order to meet the minimum performance 1537 standards, liquidated damages, as set forth in Section 22 of this Agreement, assessed 1538 against the CONTRACTOR must not exceed $200,000 in any Agreement Year beginning 1539 July 1,2006. 1540 13.03 Minimum Diversion Standards 1541 13.03.1.1In order to meet the minimum diversion standards, 1542 CONTRACTOR must divert fifty percent (50%), or such other amount as may be set in 1543 accordance with the provisions of Article 27 of this Agreement, of all materials Collected 1544 under the terms of this Agreement in each Agreement Year beginning July 1, 2006. 1545 ARTICLE 14. Collection Equipment 1546 14.01 Eauipment Specifications. 1547 14.01.1 General Provisions. All equipment used by CONTRACTOR in the 1548 performance of services under this Agreement shall be of a high quality. The vehicles Page 42 City of Dublin 1549 1550 1551 1552 1553 1554 1555 1556 1557 1558 1559 1560 1561 1562 1563 1564 1565 1566 1567 1568 1569 1570 1571 1572 1573 1574 1575 1576 1577 1578 1579 1580 1581 1582 1583 1584 1585 1586 1587 1588 1589 1590 Collection Service Agreement shall be designed and operated so as to prevent Collected materials from escaping from the vehicles. Hoppers shall be closed on top and on all sides with screening material to prevent Collected materials from leaking, blowing or falling from the vehicles. All trucks and containers shall be watertight and shall be operated so that liquids do not spill during Collection or in transit. 14.01.2 AIi Collection Service vehicles utilized by CONTRACTOR pursuant to this Agreement shall provide fully-automated Collection Service except where such service is not feasible because of topographic or other physical factors. Where fully-automated Collection Service is not feasible, CONTRACTOR shall consult with the City Representative regarding the Collection Service equipment to be utilized. 14.01.3 Alternate Fuel Vehicies. CONTRACTOR's Collection Service vehicles shall utilize Compressed Natural Gas as a fuel. During the term of this Agreement, to the extent required by law, CONTRACTOR shall convert and/or retrofit its Collection Service vehicles to be in full compliance with local, State and federal clean air requirernents that were adopted or proposed to be adopted, including, but not limited to, the California Air Resources Board Heavy Duty Engine Standards as currently proposed to be contained in CCR Titie 13, Section 2020 et seq; the Federal EPA's Highway Diesel Fuel Sulfur regulations and any other applicable air pollution control laws. 14.01.4 Lubricants. Except as approved in writing by the City Representative on an individual vehicle basis, CONTRACTOR shall utilize re-refined motor oil and re-refined hydraulic oil in all vehicles used in CONTRACTORS performance of this Agreement unless the use of such lubricants would void the manufacturers warranty. 14.01.5 Larqe Items. Vehicles used for Collection of Large Items shall not use compactor mech.anisms or mechanical handling equipment that may damage reusable goods or release Freon or other gases from pressurized appliances. 14.01.6 Safetv MarkinQS. All Collection equipment used by COLLECTOR shall have appropriate safety markings including, but not limited to, highway lighting, flashing and warning lights, clearance lights, and warning flags. All such safety markings shall be subject to the approval of the CITY and shall be in accordance with the requirements of the California Vehicle Code, as may be amended from time to time. 14.01.7 Vehicle SiQnaae and PaintinQ. Collection vehicles shall be painted and numbered consecutively without repetition and shall have the CONTRACTOR'S name, CONTRACTOR'S customer service telephone number, and the number of the vehicle painted in letters of contrasting color, at least four (4) inches high, on each side and the rear of each vehicle. No advertising shall be permitted other than the name of the CONTRACTOR except promotional advertisement of the Recyclable Materials and Organic Waste programs. CONTRACTOR shall repaint all vehicles including vehicles striping) during the term of this Agreement on a frequency as necessary to maintain a positive public image as reasonably determined by the City Representative, E"'n~jlj-" ...>(\ lIt ~\j J þ 1';1 I 11;.- "It'Page 43 1591 1592 1593 1594 1595 1596 1597 1598 159g 1600 1601 1602 1603 1604 1605 1606 1607 1608 1609 1610 1611 1612 1613 1614 1615 1616 1617 1618 1619 1620 1621 1622 1623 1624 1625 1626 1627 1628 1629 1630 1631 1632 Collection Service Agreement 14.01.8 Bin Sionaoe, Paintino, and Cleanino. All metal bins of any service type furnished by the CONTRACTOR shall be either painted or galvanized. All bins shall display the CONTRACTOR'S name, CONTRACTOR'S customer service telephone number, and the number of the bin and shall be kept in a clean and sanitary condition. Such bins as are provided by the CONTRACTOR shall be steam cleaned by the CONTRACTOR as frequently as necessary so as to maintain them in a sanitary condition, Bins wiil be subject to periodic, unscheduled inspections by the CITY and determination as to sanitary condition shall be made by the CITY. 14.02 Collection Vehicle Noise Level. All Collection operations shall be conducted as quietly as possible and shall conform to applicable Federal, State, County and CITY noise level regulations, including the requirernent of Chapter 5.28 of the CITY'S Municipal Code. In the event of repeat occurrences of noise levels in excess of the limit specified in the CITY'S municipal code, CONTRACTOR shall pay liquidated damages in accordance with Section 22, 14.03 Vehicle Reoistration. Licensino and Inspection. On or before July 1, 2005 and annually thereafter during the term of this Agreement, CONTRACTOR shall submit documentation to the CITY Representative to verify that each of the CONTRACTOR'S Collection vehicles is in compliance with all registration, licensing and inspection requirements of the California Highway Patrol, the California Department of Motor Vehicles, and any other applicable laws or regulations. CONTRACTOR shall not use any vehicie to perform Collection Services that is not in compliance with applicable registration, licensing and inspection requirements. 14.04 Eouipment Maintenance. CONTRACTOR shall maintain Collection equipment in a clean condition and in good repair at all times. All parts and systems of the Collection equipment shall operate properly and be maintained in a condition satisfactory to CITY CONTRACTOR shall wash all Collection vehicles at least once a week. 14.05 Maintenance Loo. CONTRACTOR shall maintain a maintenance log for all Collection vehicles. The log shall at all times be accessible to CITY by physical inspection upon request of City Representative, and shall show, at a minimum, each vehicles CONTRACTOR assigned identification number, date purchased or initial lease, dates of peñormance of routine maintenance, dates of performance of any additional maintenance, and description of additional maintenance peñormed. 14.05.1 Equipment Inventorv. On or before June 1, 2005, CONTRACTOR shall provide to CITY an inventory of Collection vehicles and major equipment used by CONTRACTOR for Collection or transportation and performance of services under this Agreement The inventory shall indicate each Collection vehicle by CONTRACTOR assigned identification number, DMV license number, the age of the chassis and body, type of fuel used, the type and capacity of each vehicle, the number of vehicles by type, the date of acquisition, the decibel rating and the maintenance status. CONTRACTOR shall submit to the City Representative, either by Fax or e-mail, an updated inventory annually to the CITY or more often at the request of the City Page 44 City of Dublin 1633 1634 1635 1636 1637 1638 1639 1640 1641 1642 1643 1644 1645 1646 1647 1648 1649 1650 1651 1652 1653 1654 1655 1656 1657 1658 Collection Service Agreement Representative. Each vehicle inventory shall be accompanied by a certification signed by CONTRACTOR that all Collection vehicles rneet the requirements of this Agreement. 14.05.2 Reserve Equipment. The CONTRACTOR shall have available to it, at all times, reserve Collection equipment which can be put into service and operation within one (1) hour of any breakdown. Such reserve equipment shall correspond in size and capacity to the equipment used by the CONTRACTOR to perform the contractual duties. 14.06 Vehicle Tare WeiQhts. Between the time this Agreement is executed and July 1, 2005, CONTRACTOR shall have the Disposai Contractor weigh and determine the unloaded ("tare") weight of each of CONTRACTOR'S vehicles that will be used to deliver Solid Waste and other materials to the Disposal Facility. Before July 1, 2005, CONTRACTOR shall receive from the Disposal Contractor a report listing vehicle tare weight information, which shall include, at a minimum, hauler name, tare weight, vehicle identification number, and the date the tare weight was deterrnined. CONTRACTOR shall, at least every two (2) years, have the Disposal Contractor reweigh and revise tare weights for all CONTRACTOR'S vehicles used to deliver Solid Waste and other materials to the Disposal Facility. 14.06.1 When new vehicles are placed into service and Immediately after any significant repairs to vehicles by the CONTRACTOR, the CONTRACTOR shall have the Disposal Contractor promptly weigh such vehicles and determine the tare weight of each vehicle. Within ten (10) Working Days of weighing, CONTRACTOR shall receive from the Disposal Contractor, a report listing vehicle tare weight information. CONTRACTOR, CITY, and Disposal Contractor shall have the right to request re-tarring of vehicles up to two (2) times per year, unless there is reasonable suspicion or evidence that tare weights are not accurate, in which case, tare weights may be updated more frequently to ensure accuracy. 1659 ARTICLE 15. Contractor's Office 1660 15.01 CONTRACTOR'S Office. The CONTRACTOR shall maintain an office in 1661 the CITY of Dublin which provides toll-free telephone access to residents of the City of 1662 Dublin and is staffed by a minimum of two (2) trained and experienced Customer Service 1663 Representatives (CSR's). Any proposed changes to the office location and/or staffing 1664 level must be approved by the CITY. Such office shall be equipped with sufficient 1665 telephones that all Collection Service related calls received during normal business 1666 hours are answered by an employee within five (5) rings, and shall have responsible 1667 persons in charge during Collection hours and shall be open during such normal 1668 business hours, 8:00 a.m. to 6:00 p.m, on all Work Days, The CONTRACTOR shall 1669 provide either a telephone answering service or mechanical device to receive Service 1670 Recipient inquiries during those times when the office is closed. Calls received after 1671 normal business hours shall be addressed the next Work Day morning. l&~fl(jfl~ty"ll Page 45 1672 1673 1674 Collection Service Agreement 15.01.1 Emeraencv Contact. The CONTRACTOR shall provide the City Representative with an emergency phone number where the CONTRACTOR can be reached outside of the required office hours. 1675 15.01.2 MultilinquallTDD Service. CONTRACTOR shall at all times 1676 maintain the capability of responding to telephone calls in English and such other 1677 languages as CITY may direct. CONTRACTOR shall at all times maintain the capability 1678 or responding to telephone calls through Telecommunications Device for the Deaf (TDD) 1679 Services. 1680 15.01.3 Service Recipient Calls. During office hours, CONTRACTOR 1681 shall maintain a telephone answering system capable of accepting at least fifteen (15) 1682 incoming calls at one time. CONTRACTOR shall record all calls including any inquiries, 1683 service requests and complaints into a customer service log, 1684 1685 1686 1687 1688 1689 1690 1691 1692 1693 1694 1695 15.01.4 All incoming calls will be answered within five (5) rings. Any call on-hold" in excess of one and one half (1.5) minutes shall have the option to remain on-hold" or to be switched to a message center where Service Recipient can leave a message. CONTRACTOR'S customer service representative shall return Service Recipient calls, For all messages left before 3:00 p.m., all "call backs" shall be attempted a minimum of one time prior to 6:00 p.m. on the day of the call. For messages left after 3:00 p.m" all "call backs" shall be attempted a minimum of one time prior to noon the next Work Day. CONTRACTOR shall make minimum of three (3) attempts within twenty-four (24) hours of the receipt of the call. If CONTRACTOR is unable to reach the Service Recipient on the next Work Day, the CONTRACTOR shall send a postcard to the Service Recipient on the second Work Day after the call was received, indicating that the CONTRACTOR has attempted to return the call. 1696 15.01.5 Web Site. CONTRACTOR shall develop and maintain a web site 1697 describing services provided in the CITY that is accessible by the public. The site shall 1698 include answers to frequently asked questions, rates for Collection Services, Recyclable 1699 Materials and Organic Materials specifications, Collection Service schedules and maps, 1700 and other related topics. CONTRACTOR shall arrange for the CITY'S web site to include 1701 an e-mail link to CONTRACTOR and a link to CONTRACTOR'S web site. The 1702 CONTRACTOR'S web site shall provide the public the ability to e-mail complaints to 1703 CONTRACTOR 1704 ARTICLE 16. Other Services 1705 1706 1707 1708 1709 1710 1711 16.01 Recvclina Coordinator. CONTRACTOR shall provide a full time Recycling Coordinator during the term of the Agreement whose sole function during normal business hours of each Work Day shall be to provide services reiated to the City of Dublin Collection Service Agreement. CONTRACTOR has identified Debbie Jeffery as the Recycling Coordinator and agrees that Ms. Jeffery shall serve in that position for at least the first two (2) Agreement Years and if replaced shall be replaced with an individual with like experience and qualifications. Page 46 City of Dublin e 1712 1713 1714 1715 1716 1717 1718 1719 1720 1721 1722 1723 1724 1725 1726 1727 1728 1729 1730 1731 1732 1733 1734 1735 1736 1737 1738 1739 1740 1741 1742 1743 1744 1745 1746 1747 1748 1749 1750 1751 1752 1753 1754 e Collection Service Agreement 16.02 Public Outreach and Education Services. CONTRACTOR, at their own expense, shall prepare, submit and implement an annual (Agreement Year) Public Education and Outreach Program beyond the City's Public Education and Outreach Program. The proposed action plan must be submitted annually for CITY approval no later than March 31st for the next Agreement Year. The program must include a minimum of four (4) campaigns per year, designed to increase diversion and resident participation. Campaigns should target certain Recyclable Materials or "problem" areas of the CONTRACTOR'S Service Area where improvernents can be maximized, Targets of outreach should be based on local trends and recycling patterns based on information obtained by both the City Representative and CONTRACTOR staff. 16.02.1 Public School Education Proarams. CONTRACTOR shall meet with the CITY'S public school district at least two (2) times per year to inform teachers, administrators, and custodians about the recycling program(s) the CONTRACTOR is providing to the school district, as well as general concepts of source reduction, reuse, recycling and Composting. 16.02.2 Go Green Initiative. CONTRACTOR shall work with the CITY's public school district to implement the "Go Green Initiative" as part of its' public education programs. CONTRACTOR agrees that the funding to implement and maintain the program during its' first six (6) Agreement Years shall be provided by CONTRACTOR at no additional cost to the CITY or its' residents. 16.02.3 Recvclina Bins. CONTRACTOR shall offer to provide the public school district with a standardized classroom recycling bin for every classroom and office in the district that is imprinted with the logo of the schooi district and the words "Dublin Schools Recycie". To the extent that the City Representative has approved the purchase of the bins in writing, the CONTRACTOR will be reimbursed by the CITY for the cost of the bins. 16.02.4 Multi-Linaual Education Materials. The CONTRACTOR shall develop a multi-lingual approach to preparing all public education materials required in this Section. The multi-lingual approach may emphasize use of visual images and English descriptions supplemented with text on the bottom of the public education document in different languages. CONTRACTOR shall allow the CITY to review and approve all public education materials prior to distribution. 16.03 Annual Collection Service Notice. Each calendar year during the term of this Agreement, the CONTRACTOR shall publish and distribute separate notices to all SFD Service Units regarding the SFD Collection Service programs, to all MFD Service Units regarding MFD Service Programs and to all Commercial Service Units regarding Commercial Service Programs. To the extent appropriate, based on the category of customer receiving the notice, it shall contain at a minimum; definitions of the materials to be Collected, procedures for setting out the materials, maps of the Service Area indicating the day that SFD Solid Waste Collection Services, Large Items Collection Service, Used Oil Collection Service, SFD Recycling Service, and SFD Organic Waste Collection Service will be provided, and the CITY customer service phone number, The d('êilfh, OO'~ t~l","'" Page 47 1755 1756 1757 1758 1759 1760 1761 1762 1763 1764 1765 1766 1767 1768 1769 1770 1771 1772 1773 1774 1775 1776 1777 1778 1779 1780 1781 1782 1783 1784 1785 1786 1787 1788 1789 1790 1791 1792 1793 1794 1795 1796 Collection Service Agreement notice shall be provided in English, and other languages as directed by the CITY, and shall be distributed by the CONTRACTOR no later than July 1, 2005 during the first year of the Agreement and no later than December 1" of each year thereafter. 16.04 Compost Give-Back. CONTRACTOR shall make available up to ten percent (10%) of the compost product (based on the weight of Organic Waste Collected) to the CITY in the following categories: (i) bulk compost for use in CITY parks and CITY facilities; and (ii) bulk compost for distribution to CITY residents at one (1) recurring annual compost give-away event 16.04.1 Bulk Compost for CITY. CONTRACTOR shall make available to CITY bulk compost for use in CITY parks and facilities. CITY will notify CONTRACTOR as to the CITY'S needs for delivery of finished compost throughout the Agreement Year. CONTRACTOR shall deliver compost upon request of CITY at no additional cost to CITY. If CITY does not take delivery of compost made available by CONTRACTOR within thirty (30) days of the end of the Agreement Year, CONTRACTOR'S obligation to deliver compost for said Agreement Year shall be deemed to be satisfied. 16.04.2 Bulk Compost for CITY Residents. CONTRACTOR shall make available bulk compost for distribution at one (1) recurring annual compost give-back event within the City of Dublin. CONTRACTOR shall work with the CITY Representative to determine the date and location of the give-back event CONTRACTOR shall be responsible for all aspects related to planning, managing and staffing of the compost give-back event, including a suitable location and all labor, equipment, traffic control, permits and public notification. CONTRACTOR shall supply a front-end loader vehicle to load CITY resident pickup trucks during the compost give-back event CONTRACTOR shall aiso provide appropriate sealable plastic bags and shovels for residents who wish to obtain small amounts of material. 16.05 Additional Proqrams and Services. CONTRACTOR shall provide additional services and programs as requested by CITY at a price to be mutually agreed upon between the CONTRACTOR and the City Representative. In the event the CONTRACTOR and the City Representative cannot reach a mutually agreed upon price for the requested service or program, CITY shall have the right to procure the service of other vendors or contractors to provide the requested service. 16.06 News Media Relations. CONTRACTOR shall notify the City Representative by Fax, e-mail or phone of all requests for news media interviews related to the Collection Services program within twenty-four (24) hours of CONTRACTOR'S receipt of the request Before responding to any inquiries involving controversial issues or any issues likely to affect participation or Service Recipient perception of services, CONTRACTOR will discuss CONTRACTOR'S proposed response with the City Representative, 16.06.1.1 Copies of draft news releases or proposed trade journal articles shall be submitted to CITY for prior review and approval at least five (5) Work Days in advance of release, except where CONTRACTOR is required by any law or regulation to submit materials to any regulatory agency in a shorter period of time, in Page 48 City of Dublin 1797 1798 1799 1800 1801 1802 1803 1804 1805 1806 1807 1808 1809 1810 1811 1812 1813 1814 1815 1816 1817 1818 1819 1820 1821 1822 1823 1824 1825 1826 1827 1828 1829 1830 1831 1832 1833 1834 1835 1836 Collection Service Agreement which case CONTRACTOR shall submit such materials to CITY simultaneously with CONTRACTOR'S submittal to such regulatory agency. 16.06.2 Copies of articles resulting from media interviews or news releases shall be provided to the CITY within five (5) Work Days after publication. 16.07 Waste Generation and Characterization Studies. CONTRACTOR acknowledges that CITY must perform Solid Waste generation and characterization studies periodically to comply with AS 939 requirements. CONTRACTOR agrees to participate and cooperate with CITY and its agents and to perform studies and data collection exercises, as needed, to determine weights, volumes and composition of Solid Waste generated, disposed, transformed, diverted or otherwise processed to comply with AB 939. ARTICLE 17. Emergency Service Provisions 17.01 Emerqencv Services. In the event of a tornado, major storm, earthquake, fire, natural disaster, or other such event, the City Representative may grant the CONTRACTOR a variance from regular routes and schedules. As soon as practicable after such event, the CONTRACTOR shall advise the City Representative when it is anticipated that normal routes and sChedules can be resumed. The City Representative shall make an effort through the local news media to inform the public when regular services may be resumed. The clean-up from some events may require that the CONTRACTOR hire additional equipment, employ additional personnel, or work existing personnel on overtime hours to clean debris resulting from the event. The CONTRACTOR shall receive additional compensation, above the normal compensation contained in this Agreement. to cover the costs of rental equipment, additional personnel, overtime hours and other documented expenses based on the rates set forth in Exhibit 1 to this Agreement provided the CONTRACTOR has first secured written authorization and approval from the CITY through the City Representative. ARTICLE 18. Record Keeping and Reporting Requirements 18.01 Record Keepinq. 18.01.1 Accountinq Records, CONTRACTOR shall maintain full, complete and separate financial, statistical and accounting records, pertaining to cash, billing, and provisions of all Collection Services provided under this Agreement. prepared on an accrual basis in accordance with generally accepted accounting principles. Such records shall be subject to audit, copy, and inspection. Gross revenues derived from provision of the Collection Services, including revenues from the sale of Recyclable Materials, including CRV revenue or revenue from the sale of Com posted Material, whether such services are performed by the CONTRACTOR or by a subcontractor or subcontractors, shall be recorded as revenues in the accounts of the CONTRACTOR. These records shall be separate and segregated from other records maintained by CONTRACTOR for the provision of other services outside the scope of this Agreement tiU:ii-",_ l?~' "-0, fri7 :(\~ t'i¡~ ... ¡ft:WtÒli~f~Page 49 1837 1838 1839 1840 1841 1842 1843 1844 1845 1846 1847 1848 1849 1850 1851 1852 1853 1854 1855 1856 1857 1858 1859 1860 1861 1862 1863 1864 1865 1866 1867 1868 1869 1870 1871 1872 1873 1874 1875 1876 1877 1878 Collection Service Agreement as may be provided by CONTRACTOR CONTRACTOR shall maintain and preserve all cash, billing and disposal records for a period of not less than five (5) years following the close of each of the CONTRACTOR'S fiscal years. 18.01.2 Aoreement Materials Records. CONTRACTOR shall maintain records of the quantities of (i) Residential, Commercial and City Waste Collected and disposed under the terms of this Agreement, (ii) Recyciable Materials, by type, Collected, purchased, processed, sold, donated or given for no compensation, and residue disposed. 18.01,3 Other Records. CONTRACTOR shall maintain all other records reasonably reiated to provision of Collection Services, whether or not specified in this Article 18 or elsewhere in the Agreement 18.02 Reportina Reauirements. 18.03 Due Dates. Monthly reports shall be submitted no later than twenty (20) calendar days after the end of the reporting month. Quarterly reports shall be submitted no later than thirty (30) calendar days after the end of the reporting quarter and annual reports shall be submitted no later than forty-five (45) calendar days after the end of each Agreement Year. Monthiy, quarterly and annual reports shall be submitted in hard copy, and shall be provided electronically via e-mail, on a 3,5" IBM-compatible diskette, or a compact disc using software acceptable to the CITY. 18.04 Monthlv Reports. Monthly reports to the CITY shall inciude: 18.04.1 Solid Waste Data. The number of SFD, MFD, City and Commercial Service Units and the number of Garbage Bins and Carts distributed by size and Service Unit type. A listing of the actual tonnage from all Collection Services, including Large Item Collection Service, Collected, diverted and disposed by the CONTRACTOR at the Disposal Facility for the preceding month sorted between SFD, MFD, Commercial and CITY Service Units and between Roll-Off Containers and all other containers to extent practical (as required by Sections 5.07 and 5,08). All tonnage data should be compared to the corresponding tonnage data from the prior year comparable period. 18.04.2 Recvclina Data. The number of gross tons Collected rnonthly on average by material type by route for SFD, MFD, City and Commercial Recycling Service, including Recyclable Materials Collected as part of Large Item Collection Service, for the preceding month. The average participation rates for each month relative to the total number of Service Units by Service Unit type. All tonnage data should be compared to the corresponding tonnage data from the prior year comparable period. 18.04.3 Oroanic Waste Data. The average daily gross tons Collected and average daily number of set-outs. Indicate average participation rates relative to the total number of Service Units in terms of weekly set-out counts. Indicate number of Organic Waste Bins and Carts distributed by size and Service Unit type. All tonnage data should be compared to the corresponding tonnage data from the prior year comparable period. Page 50 City of Dublin 1879 1880 1881 1882 1883 1884 1885 1886 1887 1888 1889 1890 1891 1892 1893 1894 1895 1896 1897 1898 1899 1900 1901 1902 1903 1904 1905 1906 1907 1908 1909 1910 1911 1912 1913 1914 1915 1916 1917 1918 1919 Collection Service Agreement 18.04.4 Customer Service Loa. A copy of the customer service log, including a summary of the type and number of complaints and their resolution. Copies of a written record of all calls related to missed pickups and responses to such calls. 18.05 Quarterlv Reports. Quarterly reports to the CITY shall include: 18.05.1 Monthlv Data. All monthly reports in Sections 18.04.1 through 18.04.4 summarized by month and averaged for the quarter. All tonnage data should be compared to the corresponding tonnage data from the prior year comparable period. 18.05.2 Public Education And Information Activities. CONTRACTOR shall report on all public education and information activities undertaken during the period, including distribution of bill inserts, collection notification tags, community information and events, school visits, tours and other activities related to the provision of Collection Services. This report shall discuss the impact of these activities on Recycling and Organic program participation and provide details of events and activities planned for the next period. 18.05.3 RecvclinQ and Oraanic Waste Proarams. An analysis of any Recycling and Organic Waste Collection, processing and marketing issues or conditions occurring during the previous quarter (such as participation, setouts, contamination, etc) and possible solutions, discussed separately for SFD, MFD, Commercial and CITY programs. 18.05.4 Customer Service Data. A summary narrative of problems encountered with Collection and processing activities and actions taken, Indicate type and number of Non-Collection Notices left at Service Recipient locations. Indicate instances of property darnage or injury, significant changes in operation, market factors, publicity conducted, needs for publicity. Include description of processed material loads rejected for sale, reason for rejection and disposition of load after rejection. 18.05.5 Customer Base Data. CONTRACTOR shall provide, customer base data consisting of the number of SFD Service Units billed for additional services above the minimum service billed by the City, and the number of MFD and Commercial Service Units billed, sorted by service type, container size, number of containers and frequency of Collection. 18.05.6 Special Events. Summary of each special event activity, (CITY sponsored or drop-off) including; the name and date of the event, the Tonnage Collected, diverted and disposed by material type, and other services provided. CONTRACTOR shall also provide information regarding the logistics of the event and suggestions for improving future events. 18.05.7 Summarv of Historical and Proposed Activities. CONTRACTOR shall provide a narrative of activities undertaken during the quarter and those planned or proposed for the upcoming quarter. 18.06 Annual Reports, The annual report to the CITY shall include: 18.06.1 Quarterlv Data. All quarterly reports in Sections 18.05.1 through 18.05.7 summarized by quarter and averaged for the year. For all annual reports A'''¡'iij; rcy~· ,,¡.,ro " I .~' IiflCØ\J Page 51 1920 1921 1922 1923 1924 1925 1926 1927 1928 1929 1930 1931 1932 1933 1934 1935 1936 1937 1938 1939 1940 1941 1942 1943 1944 1945 1946 1947 1948 1949 1950 1951 1952 1953 1954 1955 1956 1957 1958 1959 1960 Collection Service Agreement beginning with the report for the second (2nd) Agreement Year, the CONTRACTOR shall include a historical comparison of the last Agreement Year and the average of all Agreement Years. 18.06.2 Recvclino Data. Indicate, by material type (and grade where appropriate), the monthly totals of Recyclable Materials processed and sold including facility name and location, average price received per ton and total recycling revenue received. Indicate any quantities, by material type, donated or otherwise disbursed without compensation. Indicate number of Recycling Bins and Carts distributed by size and Service Unit type. Also provide the total and location for residue Disposed. 18.06.2.1 Used Oil Proqram. CONTRACTOR shall provide detailed financial data regarding the cost of providing Used Oil Collection Service. To the extent practical segregate the program costs between the SFD and MFD programs. Financial data should include but not be limited to costs in the following four categories, administration, collection, transportation and disposal. 18.06.3 Orqanic Waste. Indicate the monthly totals of Organic Waste processed and sold inciuding facility name and location, average price received per ton and total Organic Waste revenue received. Indicate total tons provided to CITY, to CITY residents or otherwise disbursed without compensation. Indicate number of Organic Waste Bins and Carts distributed by size and Service Unit type. Indicate number of kitchen pails" and commercial indoor organic containers distributed. Also provide the total and location for residue Disposed. 18,06.4 Special Events. Provide a summary of each special event activity, (CITY sponsored or drop-off) including; the name and date of the event, the Tonnage Collected, diverted and disposed by material type, and other services provided. CONTRACTOR shall also provide information regarding the logistics of the event and suggestions for improving future events. For all annual reports beginning with the report for the second (2"d) Agreement Year, the CONTRACTOR shall include a historical comparison of the last Agreement Year and the average of all Agreement Years. 18.06.5 SUmmary of Historical and Proposed Activities. CONTRACTOR shall provide a narrative of activities undertaken during the year and those planned or proposed for the upcoming year, CONTRACTOR shall provide information describing if the activity was undertaken in the previous Agreement Year or not and if not why it was added. For those activities that are not being continued, CONTRACTOR shall describe the reason the activity has been discontinued and the activity that is replacing it 18.07 Additional Reportino. The CONTRACTOR shall furnish the CITY with any additional reports as may reasonably be required, such reports to be prepared within a reasonable time following the reporting period. ARTICLE 19. Nondiscrimination 19.01 Nondiscrimination. In the performance of all work and services under this Agreement, CONTRACTOR shall not discriminate against any person on the basis of such person's race, sex, color, national origin, religion, marital status or sexual Page 52 City of Dublin 1961 1962 1963 Collection Service Agreement orientation. CONTRACTOR shall comply with all applicable local, state and federal laws and regulations regarding nondiscrimination, including those prohibiting discrimination in employment. 1964 ARTICLE 20. Worker Retention 1965 20.01 Worker Retention. CONTRACTOR acknowledges that when Collection 1966 Services are transferred to CONTRACTOR, workers who perform services for CITY'S 1967 current contractor will be displaced from their employment. CONTRACTOR shall make a 1968 good faith effort in accordance with the terms of it's agreement with Teamsters Local 70 1969 to offer employment to all qualified displaced workers.. However, CONTRACTOR shall 1970 not be required to create additional positions that CONTRACTOR does not need, 1971 displace any of its current employees, or modify its employee selection requirements. 1972 ARTICLE 21. Service Inquiries and Complaints 1973 1974 1975 1976 1977 1978 1979 1980 1981 1982 1983 1984 1985 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 21.01 CONTRACTOR'S Customer Service. All service inquiries and complaints shall be directed to the CONTRACTOR. A representative of the CONTRACTOR shall be available to receive the complaints during normal business hours. All service complaints will be handled by the CONTRACTOR in a prompt and efficient manner. In the case of a dispute between the CONTRACTOR and a Service Recipient, the matter will be reviewed and a decision made by the City Representative. 21.01.1 The CONTRACTOR will utilize the Customer Service Log to maintain a record of all inquiries and complaints in a manner prescribed by the CITY. 21.01.2 For those complaints related to missed Collections that are received by 3:00 p.m. on a Work Day, the CONTRACTOR will return to the Service Unit address and Collect the missed materials before leaving the Service Area for the day. For those complaints related to missed Collections that are received after 3:00 p,m. on a Work Day, the CONTRACTOR shall have until the end of the following Work Day to resolve the complaint. For those complaints related to repair or replacement of carts or bins, the appropriate Sections of this Agreement shall apply 21.01.3 CONTRACTOR agrees that it is in the best interest of the CITY that all Solid Waste and Recyclable Materials be Collected on the scheduled Collection day. Accordingly, missed Collections will normally be Collected as set forth above regardless of the reason that the Collection was missed, However, in the event a Service Recipient requests missed Collection service more than two (2) times in any consecutive two (2) month period the City Representative will work with the CONTRACTOR to determine an appropriate resolution to that situation. In the event the CONTRACTOR believes any complaint to be without merit, CONTRACTOR shall notify the City Representative, either by Fax or e-mail. The City Representative will investigate all disputed complaints and render a decision. f:Y:l!/f& t,-~...{iìI"'»Z)I# 6"ll:\)Y,"·" Page 53 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 Collection Service Agreement ARTICLE 22. Quality of Performance of Contractor 22.01 Intent. CONTRACTOR acknowledges and agrees that one of CITY'S primary goals in entering into this Agreement is to ensure that the Collection Services are of the highest caliber, that Service Recipient satisfaction remains at the highest level, that maximum diversion levels are achieved, and that materials Collected are put to the highest and best use to the extent feasible. 22.02 Service Supervisor. CONTRACTOR has named John Repetto as the supervisor to be in charge of the Collection Service within the Service Area. At least thirty (30) calendar days prior to replacing Mr. Repetto, CONTRACTOR shall notify CITY in writing of the name and qualifications of the new Service Supervisor. CONTRACTOR shall insure that such repiacement is an individual with like qualifications and experience. The supervisor shall be physically located in the Service Area and available to the City Representative through the use of telecommunication equipment at all times that CONTRACTOR is providing Collection Services. In the event the supervisor is unavailable due to illness or vacation, CONTRACTOR shall designate an acceptable substitute who shall be availabie and who has the authority to act in the same capacity as the supervisor. The service supervisor shall provide the CITY with an emergency phone number where the supervisor can be reached outside of normal business hours. 22.03 Liquidated Damaqes. The parties further acknowledge that consistent and reliable Collection Service is of utmost importance to CITY and that CITY has considered and relied on CONTRACTOR'S representations as to its quality of service commitment in awarding the Agreement to it. The parties further recognize that some quantified standards of performance are necessary and appropriate to ensure consistent and reliable service and performance. The parties further recognize that if CONTRACTOR fails to achieve the performance standards, or fails to submit required documents in a timely manner, CITY, and City's residents and businesses will suffer damages and that it is and will be impractical and extremely difficult to ascertain and determine the exact amount of damages. Therefore, without prejudice to CITY'S right to treat such non-performance as an event of default under Article 26, the parties agree that the liquidated damages amount defined in this Section represent reasonable estimates of the amount of such damages considering all of the circumstances existing on the effective date of this Agreement, including the relationship of the sums to the range of harm to CITY, customers and the community as a whole that reasonably could be anticipated and the anticipation that proof of actuai 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 council and obtain an explanation of the liquidated damage provisions at the time that the Agreement wa1f.:~de. CITY Initial He~ONTRACTOR Initial Here~ 22.03.1 CONTRACTOR agrees to pay (as liquidated damages and not as penalty) the following amounts: Page 54 City of Dublin a.Failure or neglect to resolve each complaint within the time set forth in this A reement. Failure to clean up spillage or litter caused by CONTRACTOR b. Failure to repair damage to customer property caused b CONTRACTOR or its ersonnel. d. Failure to maintain equipment in a clean, safe, and sanitar manner. c. e. Failure to have a vehicle operator properly licensed. f. Failure to maintain office hours as required by this A reement. g. Failure to maintain or timely submit to CITY all documents and reports required under the provisions of this reement. h. Failure to properly cover materials in Collection vehicles. i.Failure to display CONTRACTOR'S name and customer service phone number on Collection vehicles. j. Failure or neglect to complete at least ninety percent 90%) of each route on the regular sCheduled Collection Service Work Da . I. Changing routes without proper notification to the City Re resentative. k. m.Commin lin Solid Waste with Rec clable Materials. Commingling of materials Collected inside and outside the Cit of Dublin. n. o. p. UW~i~'''â~I,!\~)~,\i· Collection Service Agreement 100.00 per incident er Service Reci Îent 300.00 per incident er location. 500.00 per incident er location. 500.00 per incident. 100.00 per incident per day. 1,000.00 for each route not completed. 1,000,00 erincident. 1,000.00 per incident. Page 55 Collection Service Agreement q. Failure to provide adequate primary and alternate $1,000.00 per day. capacity to accept and process Recyclable Materials or Or anic Waste. r. Failure to have CONTRACTOR personnel in proper uniform. s. Disposal of Recyclable Materials or Organic Waste in $1,000.00 per load the Disposal Facility without first obtaining the required permission of the CITY. t. Failure to provide required communications e ui ment. u. Failure to deliver any Collected materials to the CITY $5,000 first failure approved Disposal Facility, Materials Recovery $25,000 eachFacility, or Organic Waste Processing Facility, as subsequent failureappropriate, except as otherwise expressly provided in this A reement. v. Delivery to the Disposal Facility of any Solid Waste $5,000 first delivery · Collected outside of the City boundaries of Dublin $25,000 eachcommingledwiththatCollectedaspartofthis subsequent deliveryAreement. w. Failure to meet the minimum diversion requirements of Shortfall of 0.001 % - this Agreement (calculated per Agreement Year). 2%: $10,000. Shortfall of 2.001 % or reater: $25,000 X- Failure to meet vehicle noise requirements. $100.00 per incident erda 2040 22.04 Procedure for Review of Liquidated Damaqes. The City Representative 2041 may assess liquidated damages pursuant to this Article 22 on a monthly basis. At the 2042 end of each month during the term of this Agreement, the City Representative shall 2043 issue a written notice to CONTRACTOR ("Notice of Assessment") of the liquidated 2044 damages assessed and the basis for each assessment. 2045 22.04.1 The assessment shail become final unless, within ten (10) 2046 calendar days of the date of the notice of assessment, CONTRACTOR provides a 2047 written request for a meeting with the City Manager to present evidence that the 2048 assessment should not be made. Page 56 City of Dublin 2049 2050 2051 2052 2053 2054 2055 2056 2057 2058 2059 2060 2061 Collection Service Agreement 22.04.2 The City Representative shall schedule a meeting between CONTRACTOR and the City Manager or the Manager's designee as soon as reasonably possible after timely receipt of CONTRACTOR'S request. 22.04.3 The Manager or the Manager's designee shall review CONTRACTOR'S evidence and render a decision sustaining or reversing the liquidated damages as soon as reasonably possible after the meeting. Written notice of the decision shall be provided to CONTRACTOR. 22.04.4 In the event CONTRACTOR does not submit a written request for a meeting within ten (10) calendar days of the date of the Notice of Assessment, the City Representative's determination shall be final and CONTRACTOR shall submit payment to CITY no later than that tenth (10'h) day. Or at the sole option of CITY, if monies are owed to CONTRACTOR, CITY may deduct the liquidated damages from amounts otherwise due to CONTRACTOR. 2062 22.04.5 CITY'S assessment or collection of liquidated damages shall not 2063 prevent CITY from exercising any other right or remedy, including the right to terminate 2064 this Agreement, for CONTRACTOR'S failure to perform the work and services in the 2065 manner set forth in this Agreement. 2066 ARTICLE 23. Performance Bond 20672068 2069 2070 2071 2072 2073 2074 2075 2076 2077 2078 2079 2080 2081 2082 2083 20842085 2086 2087 23.01 Performance Bond, Within ten (10) calendar days from the date of the execution of this Agreement, the CONTRACTOR shall furnish to the CITY, and keep current. a performance bond in a form as set forth in Exhibit 4 which is included in and attached to this Agreement. for the faithful performance of this Agreement and all obligations arising hereunder in an amount of one million dollars ($1,000,000), 23.01.1 The performance bond shall be executed by a surety company licensed to do business in the State of California; having an "A-" or better rating by A. M. Best or Standard and poors; and included on the list of surety companies approved by the Treasurer of the United States. 23.02 Letter of Credit. As an alternative to the performance bond required by this Section 23.01, at CITY'S option, CONTRACTOR may deposit with CITY an irrevocable letter of credit in an amount as set forth in Section 23.01. If allowed, the letter of credit must be issued by an FDIC insured banking institution chartered to business in the state of California, in the CITY'S name, and be callable at the discretion of the CITY. Nothing in this Section shall, in any way, obligate the CITY to accept a letter of credit in lieu of the performance bond, ARTICLE 24. Insurance 24.01 Insurance Policies. CONTRACTOR shall secure and maintain throughout the term of this Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with CONTRACTOR'S performance of work or services under this Agreement. CONTRACTOR'S performance of work or t.~. ~5r.rVf;; K~Y}"~ Page 57 2088 2089 2090 2091 2092 2093 2094 2095 2096 2097 2098 2099 2100 2101 2102 2103 2104 2105 2106 2107 2108 2109 2110 2111 2112 2113 2114 2115 2116 2117 2118 2119 2120 2121 2122 2123 2124 2125 2126 Collection Service Agreement services shall include performance by CONTRACTOR'S employees, agents, representatives and subcontractors. 24.01.1 Minimum Scope of Insurance. Insurance coverage shall be at least this broad: 24.01.1.1 Insurance Services Office Form No. GL 0002 (Ed. 1/96) or, if approved by CITY, its equivalent, covering Comprehensive General Liability and Insurance Services Office Form No, GL 0404 covering Broad Form Comprehensive General Liability; or Insurance Services Office Commercial General Liability coverage occurrence" form CG 0001). including X, C, U where applicable. 24.01.1.2 Insurance Services Office Form No.CA 0001 (Ed. 12/93) covering Automobile Liability, code 1 "any auto", or code 2 "owned autos" and endorsement CA 0025. Coverage shall also include code 8, "hired autos" and code 9 non-owned autos". 24.01.2 Workers' Compensation insurance as required by the California Labor Code and Employers Liability Insurance. 24.01,3 Hazardous Waste and Environmental Impairment Liability Insurance. 24.02 Minimum Limits of Insurance. CONTRACTOR shall maintain insurance limits no less than: 24.02.1 Comprehensive General Liability: $3,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability insurance with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement or the general aggregate limit shall be $5,000,000. 24.02.2 Automobile Liability: $3,000,000 combined single limit per accident for bodily injury and property damage. 24.02.3 Workers' Compensation and Employers Liability: Workers' Compensation limits as required by the California Labor Code and Employers Liability iimits of $3,000,000 per accident. 24.02.4 Hazardous Waste and Environmental Impairment Liability: 3,000,000 per occurrence. 24.03 Deductibles and Self-Insured Retention. Any deductibles or self-insured retention must be declared to, and approved by, CITY'S Risk Manager. 24.04 Endorsements. The policies are to contain, or be endorsed to contain, the following provisions: 24.04.1 General Liabiiitv and Automobile Liabilitv Coveraqe. 24.04.1.1 The CITY, its officers, employees, agents and contractors are to be covered as additional insureds as respects: Liability arising out of activities performed by, or on behalf of, CONTRACTOR; products and completed Page 58 City of Dublin e 2127 2128 2129 2130 2131 2132 2133 2134 2135 2136 2137 2138 2139 2140 2141 2142 2143 2144 2145 2146 2147 2148 2149 2150 2151 2152 2153 2154 2155 2156 2157 2158 2159 2160 2161 2162 2163 2164 2165 2166 2167 Collection Service Agreement operations of CONTRACTOR; premises owned, leased or used by CONTRACTOR; and automobiles owned, leased, hired or borrowed by CONTRACTOR. The coverage shall contain no special limitations on the scope of protection afforded to CITY, its officers, employees, agents and contractors. 24,04.1.2 CONTRACTOR'S insurance coverage shall be primary insurance as respects CITY, its officers, employees, agents and contractors. Any insurance, or self-insurance maintained by CITY, its officers, employees, agents or contractors shall be in excess of CONTRACTOR'S insurance and shall not contribute with it. 24.04.1.3 Any failure to comply with reporting provisions of the policies shall not affect CONTRACTOR'S obligations to CITY, its officers, employees, agents, or contractors. 24.04.1.4 Coverage shall state that CONTRACTOR'S insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 24.04.2 All Coveraqe. Each insurance policy required by this Agreement shall be endorsed to state that coverage shall not be suspended, voided, canceled, or reduced in limits except after thirty (30) calendar days prior written notice has been given to CITY. 24.05 AcceDtabilitv of Insurers. Insurance is to be placed with insurers acceptable to CITY'S Risk Manager. 24.06 Verification of Coveraqe. CONTRACTOR shall furnish CITY with certificates of insurance and with copies of endorsements affecting coverage required by this Agreement. The certificates and endorsement for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. CONTRACTOR shall furnish CITY with a new certificate of insurance and endorsements on each renewal of coverage or change of insurers. 24.06.1 Proof of insurance shall be mailed to the following address or any subsequent address as may be directed in writing by the CITY'S Risk Manager: CITY OF DUBLIN Risk Management 100 Civic Plaza Dublin, CA 94568 24.07 Subcontractors. CONTRACTOR shall include all subcontractors as insureds under its policies or shall obtain separate certificates and endorsements for each subcontractor. 24,08 Modification of Insurance Reauirements. The insurance requirements provided in this Agreement may be modified or waived by CITY'S Risk Manager, in writing, upon the request of CONTRACTOR if the CITY'S Risk Manager determines such modification or waiver is in the best interest of CITY considering all relevant factors, including exposure to CITY. 1~.-.'.\,;!I'i®.0'~Ù¡jÍl~~Page 59 2168 2169 2170 2171 2172 2173 2174 2175 2176 2177 2178 2179 2180 2181 2182 2183 2184 2185 2186 2187 2188 2189 21g0 2191 2192 2193 2194 2195 2196 2197 2198 2199 2200 2201 2202 2203 2204 2205 2206 2207 2208 2209 2210 Collection Service Agreement e24.09 Riahts of Subroaation. All required insurance policies shall preclude any underwriter's rights of recovery or subrogation against CITY with the express intention of the parties being that the required insurance coverage protects both parties as the primary coverage for any and all losses covered by the above-described insurance. CONTRACTOR shall ensure that any companies issuing insurance to cover the requirements contained in this Agreement agree that they shall have no recourse against CITY for payment or assessments in any form on any policy of insurance. The clauses 'Other Insurance Provisions' and 'Insured Duties in the Event of an Occurrence, Claim or Suit' as it appears in any policy of insurance in which CITY is named as an additional insured shall not apply to CITY. ARTICLE 25. Indemnification 25.01 Indemnification. CONTRACTOR shall indemnify and hold harmless CITY, CITY'S contractors, and the public officials, officers, directors, employees, agents and other contractors of each of them, from and against any and all claims, costs, losses and damages (including but not limited to all fees and charges of engineers, architects, attorneys and other professionals as well as all Court or other dispute resolution costs), liabilities, expenditures or causes of action of any kind (including negligent, reckless, willful or intentional acts or omissions of the CONTRACTOR, any subcontractor, any supplier, any person or organization directly or indirectiy employed by any of them to perform or furnish any services or anyone for whose acts any of them may be liable), arising from, relative to or caused by the performance of the services. This indemnity includes but is not limited to claims attributable to bodily injury, personal injury, sickness, disease or death and to injury or destruction of property. CONTRACTOR agrees, at CONTRACTOR'S expense, after written notice from the CITY, to defend any action against the CITY that falls within the scope of this indemnity, or the CITY, at the CITY'S option, may elect not to tender such defense and may elect instead to secure its own attorneys to defend any such action and the reasonable costs and expenses of such attorneys incurred in defending such action shall be payable by CONTRACTOR. Additionally, if CONTRACTOR, after receipt of written notice from the CITY, fails to make any payment due under this Agreement to the CITY, CONTRACTOR shall pay any reasonable attorneys' fees or costs incurred by the CITY in securing any such payment from CONTRACTOR. Payment of any amount due pursuant to the foregoing indemnity shall, after receipt of written notice by CONTRACTOR from the CITY that such amount is due, be made by CONTRACTOR prior to the CITY being required to pay same, or in the alternative, the CITY, at the CITY'S option, may make payment of an amount so due and CONTRACTOR shall promptly reimburse the CITY for same, together with interest thereon at the rate of 12% per annum simple interest from the date of receipt by CONTRACTOR of written notice from the CITY that such payment is due. 25.02 CONTRACTOR agrees to protect and defend CITY with counsel selected by CONTRACTOR and approved by CITY, to pay all attorneys' fees, and to indemnify and hold CITY harmless from and against all fines or penalties imposed by the California Integrated Waste Management Board if the diversion goals specified in California Public Resources Code Section 41780 as of the date hereof and hereafter throughout are not e Page 60 City of Dublin 2211 2212 2213 2214 2215 2216 2217 2218 2219 2220 2221 2222 2223 2224 2225 2226 2227 2228 2229 2230 2231 2232 2233 2234 2235 2236 2237 2238 Collection Service Agreement met by the CITY with respect to the Materials Collected by CONTRACTOR and if the lack in meeting such goals are attributable to the failure of the CONTRACTOR to implement and operate the recycling or diversion programs or undertake the related activities required by this Agreement. 25.03 Consideration, It is specifically understood and agreed that the consideration inuring to the CONTRACTOR for the execution of this Agreement consists of the promises, payments, covenants, rights and responsibilities contained in this Agreement 25.04 Obliqation. The execution of this Agreement by the CONTRACTOR shall obligate the CONTRACTOR to comply with the foregoing indemnification provision; however, the collateral obligation of providing insurance must also be complied with as set forth in Article 24 above. 25.05 Subcontractors. The CONTRACTOR shall require all subcontractors to enter into an Agreement containing the provisions set forth in the preceding subsection in which Agreement the subcontractor fully indemnifies the CITY in accordance with this Agreement. 25.06 Exception. Notwithstanding Sections 25.01, 25.02 and 25.03, CONTRACTOR'S obligation to indemnify, hold harmless and defend CITY, its officers and employees shall not extend to any loss, liability, penalty, plain, damage, action or suit arising or resulting from acts or omissions constituting willful misconduct or sole negligence on the part of the CITY its officers or employees. 25,07 Oamaae bv CONTRACTOR. If CONTRACTOR'S employees or subcontractors cause any injury, damage or loss to CITY property, including but not limited to CITY streets or curbs, CONTRACTOR shall reimburse CITY for CITY'S cost of repairing such injury, damage or loss. Such reimbursement is not in derogation of any right of CITY to be indemnified by CONTRACTOR for any such injury, damage or loss. With the prior written approval of CITY, CONTRACTOR may repair the damage at CONTRACTORS sole cost and expense. 2239 ARTICLE 26. Default of Contract 2240 26.01 Termination. The CITY may cancel this Agreement, except as otherwise 2241 provided below in this Section, by giving the CONTRACTOR thirty (30) calendar days 2242 advance written notice, to be served as provided in Article 42, upon the happening of 2243 anyone of the following events: 2244 26.01.1 The CONTRACTOR shall take the benefit of any present or future 2245 insolvency statute, or shall make a general assignment for the benefit of creditors, or file 2246 a voluntary petition in bankruptcy (court) or a petition or answer seeking an arrangement 2247 for its reorganization or the readjustment of its indebtedness under the Federal 2248 bankruptcy laws or under any other law or statute of the United States or any state 2249 thereof, or consent to the appointment of a receiver, trustee or liquidator of all or 2250 substantially all of its property; or íU~fk' hf1J!ifj~'¡}.Y" Page 61 2251 2252 2253 2254 2255 2256 2257 2258 2259 2260 2261 2262 2263 2264 2265 2266 2267 2268 2269 2270 2271 2272 2273 2274 2275 2276 2277 2278 2279 2280 2281 2282 2283 2284 2285 2286 2287 2288 2289 2290 2291 2292 2293 Collection Service Agreement e26.01.2 By order or decree of a Court, the CONTRACTOR shall be adjudged bankrupt or an order shall be made approving a petition filed by any of its creditors or by any of the stockholders of the CONTRACTOR, seeking its reorganization or the readjustment of its indebtedness under the Federal bankruptcy laws or under any law or statute of the United states or of any state thereof, provided that if any such judgment or order is stayed or vacated within sixty (60) calendar days after the entry thereof, any notice of default shall be and become null, void and of no effect; unless such stayed judgment or order is reinstated in which case, said default shall be deemed immediate; or 26.01.2.1 By, or pursuant to, or under the authority of any legislative act, resolution or rule or any order or decree of any Court or governmental board, agency or officer having jurisdiction, a receiver, trustee or liquidator shall take possession or control of all or substantially all of the property of the CONTRACTOR, and such possession or control shall continue in effect for a period of sixty (60) calendar days; or 26.01.3 The CONTRACTOR has defaulted, by failing or refusing to pay in a timely manner the liquidated damages or other monies due the CITY and said default is not cured within thirty (30) calendar days of receipt of written notice by CITY to do so; or 26.01.4 The CONTRACTOR has defaulted by allowing any final judgment for the payment of money to stand against it unsatisfied and said default is not cured within thirty (30) calendar days of receipt of written notice by CITY to do so; or 26.01.5In the event that the monies due the CITY under Section 26.01.3 above or an unsatisfied final judgment under Section 26.01.4 above is the subject of a judicial proceeding, the CONTRACTOR shall not be in default if the sum of money is bonded. All bonds shall be in the form acceptable to the CITY Attorney; or 26.01.6 The CONTRACTOR has defaulted, by failing or refusing to perform or observe the terms, conditions or covenants in this Agreement, including satisfactory conformance with the service levels prescribed herein, or any of the rules and regulations promulgated by the CITY pursuant thereto or has wrongfully failed or refused to comply with the instructions of the City Representative relative thereto; provided that said default is not cured within thirty (30) calendar days of receipt of written notice by the CITY to do so, or if by reason of the nature of such default, the same cannot be remedied within thirty (30) calendar days following receipt by the CONTRACTOR of written demand from the CITY to do so, the CONTRACTOR fails to commence the remedy of such default within said thirty (30) calendar days following such written notice or having so commenced shall fail thereafter to continue with diligence the curing thereof In any dispute concerning failure to remedy or diligence in pursuing a cure, the CONTRACTOR shall have the burden of proof to demonstrate a)that the default cannot be cured within thirty (30) caiendar days, and (b)that it is proceeding with diligence to cure said default, and such default will be cured within a reasonable period of time. However, notwithstanding anything contained herein to the contrary, for the failure of the CONTRACTOR to provide Collection Services for a period Page 62 City of Dublin 2294 2295 2296 2297 2298 2299 2300 2301 2302 2303 2304 2305 2306 2307 2308 2309 2310 2311 2312 2313 2314 2315 2316 2317 2318 2319 2320 2321 2322 2323 2324 2325 2326 2327 2328 2329 2330 2331 2332 2333 2334 2335 2336 2337 2338 Collection Service Agreement of three (3) consecutive Work Days, on the fourth (4th) Work Day the CITY may secure the CONTRACTOR'S land, equipment, records and other property used or useful in providing Collection Services under this Agreement in order to provide interim Collection Services until such time as the matter is resolved and the CONTRACTOR is again able to perform pursuant to this Agreement; provided, however, if the CONTRACTOR is unable for any reason or cause to resume performance at the end of thirty (30) calendar days all liability of the CITY under this Agreement to the CONTRACTOR shall cease and this Agreement may be deemed terminated by the CITY. 26.02 Violations. Notwithstanding the foregoing and as supplemental and additional means of termination of this Agreement under this Article, in the event that the CONTRACTOR'S record of performance show that the CONTRACTOR has frequently, regularly or repetitively defaulted in the performance of any of the covenants and conditions required herein to be kept and performed by the CONTRACTOR, in the opinion of the CITY and regardless of whether the CONTRACTOR has corrected each individual condition of default, the CONTRACTOR shall be deemed a "habitual violator", shall be deemed to have waived the right to any further notice or grace period to correct, and all of said defaults shall be considered cumulative and collectively shall constitute a condition of irredeemable default. The CITY shall thereupon issue the CONTRACTOR a final warning citing the circumstances therefore, and any single default by the CONTRACTOR of whatever nature, subsequent to the occurrence of the last of said cumulative defaults, shall be grounds for immediate termination of the Agreement. A history of liquidated damages imposed pursuant to Article 22 may be used as a basis for deeming the CONTRACTOR to be a habitual violator; however, any failure to have imposed liquidated damages where applicable shall not prevent use of the CONTRACTOR's underlying failures from consideration for determining a habitual violator. In the event of any such subsequent default, the CITY may terminate this Agreement upon giving of written final notice to the CONTRACTOR, such cancellation to be effective upon the date specified in the CITY'S written notice to the CONTRACTOR, and all contractual fees due hereunder plus any and all charges and interest shall be payable to said date, and the CONTRACTOR shall have no further rights hereunder. Immediately upon the specified date in such final notice the CONTRACTOR shall proceed to cease any further performance under this Agreement. 26.03 Effective Date, In the event of the aforesaid events specified above, and except as otherwise provided in said subsections, termination shall be effective upon the date specified in the CITY'S written notice to the CONTRACTOR and upon said date this Agreement shall be deemed immediately terminated and upon such termination all liability of the CITY under this Agreement to the CONTRACTOR shail cease, and the CITY shall have the right to call the performance bond and shall be free to negotiate with other contractors for the operation of the herein specified services. The CONTRACTOR for failure to perform shall reimburse the CITY all direct and indirect costs of providing interim Collection Services. 26.04 Immediate Termination. CITY may terminate this Agreement immediately upon written notice to CONTRACTOR in the event CONTRACTOR fails to provide and maintain the performance bond as required by this Agreement, CONTRACTOR fails to obtain or maintain insurance policies endorsements as required Æ'9"í!'~¡. J)jifj/$'i" Page 63 2339 2340 2341 2342 2343 2344 2345 2346 2347 2348 2349 2350 2351 2352 2353 2354 2355 2356 2357 2358 2359 2360 2361 2362 2363 2364 2365 2366 2367 2368 2369 2370 2371 2372 2373 2374 2375 2376 2377 2378 237g 2380 Collection Service Agreement by this Agreement, CONTRACTOR fails to provide the proof of insurance as required by this Agreement, or CONTRACTOR offers or gives any gift prohibited by CITY administrative policy. 26.05 Termination Cumulative. CITY'S right to terminate this Agreement is cumulative to any other rights and remedies provided by law or by this Agreement. ARTICLE 27. Modifications to the Agreement 27.01 Aoreernent Modifications and Chanoes in Law. The CITY and the CONTRACTOR understand and agree that the California Legislature has the authority to rnake comprehensive changes in Solid Waste Management legislation and that these and other changes in law in the future which mandate certain actions or programs for counties or municipalities may require changes or modifications in some of the terms, conditions or obligations under this Agreement. The CONTRACTOR agrees that the terms and provisions of the City of Dublin Municipal Code, as it now exists or as it may be amended in the future, shall apply to all of the provisions of this Agreement and the Service Recipients of the CONTRACTOR located within the Service Area, In the event any future change in law, modifications to the Municipal Code, or directed changes by the CITY materially alters the obligations of the CONTRACTOR, then the affected compensation as established under this Agreement shall be adjusted. Nothing contained in this Agreement shall require any party to perform any act or function contrary to law. The CITY and CONTRACTOR agree to enter into good faith negotiations regarding modifications to this Agreement which may be required in order to implement changes in the interest of the public welfare or due to change in law. When such modifications are made to this Agreement, the CITY and the CONTRACTOR shall negotiate in good faith, a reasonable and appropriate compensation adjustment for any increase or decrease in the services or other obligations required of the CONTRACTOR due to any modification in the Agreement under this Article. The CITY and the CONTRACTOR shall not unreasonably withhold agreement to such compensation adjustment. 27.02 City-Directed Chanoes. CITY may direct CONTRACTOR to perform additional services (including new diversion programs, additional public education activities, etc.), eliminate programs, or modify the manner in which it performs existing services, Changes in the minimum diversion requirement set forth in Article 6 of this Agreement, direction of Residential Waste, Commercial Waste, City Waste or Recyclable Materials to a disposal or processing other than that selected by the CONTRACTOR, pilot programs and innovative services, which may entail new Collection methods, targeted routing, different kinds of services, different types of Collection vehicles, and/or new requirements for Service Recipients are included among the kinds of changes which CITY may direct. CONTRACTOR shall be entitled to an adjustment in its compensation for providing such additional or modified services but not for the preparation of its proposal to perform such services. 27.03 Service Proposal. Within thirty (30) calendar days of receipt of a request for a service change from the CITY, CONTRACTOR shall submit a proposal to provide Page 64 City of Dublin 2381 2382 2383 2384 2385 2386 2387 2388 2389 2390 2391 2392 2393 2394 2395 2396 2397 2398 2399 2400 2401 2402 2403 2404 2405 2406 2407 2408 2409 2410 2411 2412 2413 2414 2415 2416 2417 2418 2419 2420 Collection Service Agreement such service. At a minimum, the proposal shall contain a complete description of the following: 27.03.1 Collection methodology to be employed (equipment, manpower, etc.) 27.03.2 Equipment to be utilized (vehicle number, types, capacity, age, etc.). 27.03.3 Labor requirements (number of employees by classification). 27.03.4 Type of carts or bins to be utilized. 27,03.5 Provision for program publicity, education, and marketing. 27.03.6 Five (5) year projection of the financial results of the program's operations in an operating statement format including documentation of the key assumptions underlying the projections and the support for those assumptions, giving full effect to the savings or costs to existing services. 27.04 CONTRACTOR acknowledges and agrees that CITY may permit other contractors or companies besides CONTRACTOR to provide additional Collection Services and such other services not otherwise contemplated if CONTRACTOR and CITY cannot agree on terms and conditions, including compensation adjustments, of such services in one hundred twenty (120) calendar days from the date when CITY first requests a proposal from CONTRACTOR to perform such services. 27.05 Monitorinq and Evaluation. If the CITY requests, the CONTRACTOR shall meet with the CITY to describe the progress of each new program and other service issues. If applicable, CONTRACTOR shall document the results of the new programs on a monthly basis, including at a minimum the tonnage diverted by material type, the end use or processor of the diverted materials and the cost per Ton for transporting and processing each type of material and other such information requested by the CONTRACTOR and/or CITY necessary to evaluate the performance of each program. 27.05.1 At each meeting, the CITY and CONTRACTOR shall have the opportunity to discuss revisions to the program. The CITY shall have the right to terminate a program if, in its sole discretion, the CONTRACTOR is not cost effectively achieving the program's goals and objectives. Prior to such termination, the CITY shall meet and confer with the CONTRACTOR for a period of up to ninety (90) calendar days to resolve the CITY'S concerns. Thereafter, the CITY may utilize a third party to perform these services if the CITY reasonably believes the third party can improve on CONTRACTOR'S performance and/or cost. Notwithstanding these changes, CONTRACTOR shall continue the program during the ninety (90) day period and, thereafter, until the third party takes over the program. ARTICLE 28. Legal Representation 28.01 ACknowledqement. It is acknowledged that each party was, or had the opportunity to be, represented by counsel in the preparation of and contributed equaily to the terms and conditions of this Agreement and, accordingly, the rule that a contract f..'P~.:.....'~UYf!0..'Wi!. '.~I~~ "JijjJ 71,(' 0.Qð(5£§)\~ Page 65 Collection Service Agreement 2421 or Agreement shall be interpreted strictly against the party preparing the same shall not 2422 apply herein due to the joint contributions of both parties. 2423 ARTICLE 29. Financial Interest 2424 29.01 Representation. CONTRACTOR warrants and represents that no elected 2425 official, officer, agent or employee of the CITY has a financial interest, directly or 2426 indirectly, in this Agreement the compensation to be paid under it and, further, that no 2427 CITY employee who acts in the CITY as a "purchasing agent" as defined in the 2428 appropriate Section of California Statutes, nor any elected or appointed officer of the 2429 CITY, nor any spouse or child of such purchasing agent, employee or elected or 2430 appointed officer, is a partner, officer, director or proprietor of the CONTRACTOR and, 2431 further, that no such CITY employee, purchasing agent, CITY elected or appointed 2432 officer, or the spouse or child of any of them, alone or in combination, has a material 2433 interest in the CONTRACTOR. Material interest means direct or indirect ownership of 2434 more than five percent (5%) of the total assets or capital stock of the CONTRACTOR. 2435 ARTICLE 30. Contractor's Personnel 2436 2437 2438 2439 2440 2441 2442 2443 2444 2445 2446 2447 2448 2449 2450 2451 2452 2453 2454 2455 2456 2457 2458 30.01 Personnel Requirements. The CONTRACTOR shall employ and assign qualified personnel to perform all services set forth herein. The CONTRACTOR shall be responsible for ensuring that its employees comply with all applicable laws and regulations and meet all federal, state and local requirements related to their employment and position. 30.01.1 The CITY may request the transfer of any employee of the CONTRACTOR who materially violates any provision hereof, or who is wanton, negligent, or discourteous in the performance of his duties. 30.01.2 CONTRACTOR'S fieid operations personnel shall be required to wear a clean uniform shirt bearing the CONTRACTOR'S name. CONTRACTOR'S employees, who normally come into direct contact with the public, including drivers, shall bear some means of individual photographic identification such as a name tag or identification card. 30.01.3 Each driver of a Collection vehicle shall at all times carry a valid California driver's license and all other required licenses for the type of vehicle that is being operated. 30.01.4 Each driver of a Collection vehicle shall at all times comply with all applicable state and federal iaws, regulations and requirements. 30.01.5 CONTRACTOR'S employees, officers, and agents shall at no time be allowed to identify themselves or in any way represent themselves as being empioyees of the CITY 30.01.6 The CONTRACTOR'S name and the Customer Service telephone number shall be properly displayed on all Collection vehicles. Page 66 City of Dublin Collection Service Agreement 2459 ARTICLE 31. Exempt Waste 2460 31,01 The CONTRACTOR shall not be required to Collect or dispose of Exempt 2461 Waste, but may offer such services. All such Collection and disposal of Exempt Waste is 2462 not regulated under this Agreement, but if provided by the CONTRACTOR shall be in 2463 strict compliance with all federal, state and local laws and regulations. 2464 ARTICLE 32. Independent Contractor 2465 32.01 In the performance of services pursuant to this Agreement, 2466 CONTRACTOR shall be an independent contractor and not an officer, agent, servant or 2467 employee of CITY CONTRACTOR shall have exclusive control of the details of the 2468 services and work performed and over all persons performing such services and work. 2469 CONTRACTOR shall be solely responsible for the acts and omissions of its officers, 2470 agents, employees, contractors and subcontractors, if any. Neither CONTRACTOR nor 2471 its officers, employees, agents, contractors or subcontractors shall obtain any right to 2472 retirement benefits, Workers Compensation benefits, or any other benefits which 2473 accrued to CITY employees and CONTRACTOR expressly waives any claim it may 2474 have or acquire to such benefits. 2475 ARTICLE 33. Laws to Govern 2476 2477 2478 33.01 The law of the State of California shall govern the rights, obligations, duties and liabilities of CITY and CONTRACTOR under this Agreement and shall govern the interpretation of this Agreement. 2479 ARTICLE 34. Consent to Jurisdiction 2480 34.01 The parties agree that any litigation between CITY and CONTRACTOR 2481 concerning or arising out of this Agreement shall be filed and maintained exclusively in 2482 the Municipal or Superior Courts of Alameda County, state of California, or in the United 2483 States District Court for the Northern District of California to the fullest extent permissible 2484 by law, Each party consents to service of process in any manner authorized by 2485 California law. 2486 ARTICLE 35. Assignment 2487 2488 2489 2490 2491 2492 2493 2494 35.01 No assignment of this Agreement or any right occurring under this Agreement shall be made in whole or in part by the CONTRACTOR without the express written consent of the CITY The CITY shall have full discretion to approve or deny, with or without cause, any proposed or actual assignment by the CONTRACTOR. Any assignment of this Agreement made by the CONTRACTOR without the express written consent of the CITY shall be null and void and shall be grounds for the CITY to declare a default of this Agreement and immediately terminate this Agreement by giving written notice to the CONTRACTOR, and upon the date of such notice this Agreement shall be z.-'-{J"...~.j''.'.' .t;. "-I'I~, .þ i Page 67 2495 2496 24g7 2498 2499 2500 2501 2502 2503 2504 2505 2506 2507 2508 2509 2510 2511 2512 2513 2514 2515 2516 2517 2518 2519 2520 2521 2522 2523 2524 2525 2526 2527 2528 2529 2530 2531 2532 2533 2534 2535 2536 2537 Collection Service Agreement deemed immediately terminated, and upon such termination all liability of the CITY under this Agreement to the CONTRACTOR shall cease, and the CITY shall have the right to call the performance bond and shall be free to negotiate with other contractors, the CONTRACTOR, or any other person or company for the service which is the subject of this Agreement. In the event of any assignment, the assignee shall fully assume all the liabilities of the CONTRACTOR 35.02 The use of a subcontractor to perform services under this Agreement shall not constitute delegation of CONTRACTOR'S duties provided that CONTRACTOR has received prior written authorization from the City Representative to subcontract such services and the City Representative has approved a subcontractor who will perform such services. CONTRACTOR shall be responsible for directing the work of CONTRACTOR'S subcontractors and any compensation due or payable to CONTRACTOR'S subcontractor shall be the sole responsibility of CONTRACTOR The City Representative shall have the right to require the removal of any approved subcontractor for reasonable cause. The subcontractors listed in Exhibit 5, which is attached to and incorporated in this Agreement, are hereby approved by the CITY. 35.03 For purposes of this Article when used in reference to CONTRACTOR, assignment" shall include, but not be limited to (i) a sale, exchange or other transfer of at least fifty-one percent (51%) of CONTRACTOR'S assets dedicated to service under this Agreement to a third party; (ii) a sale, exchange or other transfer of outstanding common stock of CONTRACTOR to a third party provided said sale, exchange or transfer results in a change of control of CONTRACTOR (with control being defined as ownership of more than fifty percent (50%) of CONTRACTOR'S voting securities); (iii) any dissolution, reorganization, consolidation, merger, re-capitalization, stock issuance or re-issuance, voting trust, pooling agreement, escrow arrangement, liquidation, subcontracting or lease-back payments, or other transaction which results in a change of control of CONTRACTOR; (iv) any assignment by operation of law, including insolvency or bankruptcy, making assignment for the benefit of creditors, writ of attachment for an execution being levied against this Agreement, appointment of a receiver taking possession of CONTRACTOR'S property, or transfer occurring in the event of a probate proceeding; and (v) any combination of the foregoing (whether or not in related or contemporaneous transactions) which has the effect of any such transfer or change of control of CONTRACTOR 35.04 CONTRACTOR acknowledges that this Agreement involves rendering a vital service to CITY'S residents and businesses, and that CITY has selected CONTRACTOR to perform the services specified herein based on (i) Contractor's experience, skill and reputation for conducting its Solid Waste management operations in a safe, effective and responsible fashion, at all times in keeping with applicable environmental laws, regulations and best Solid Waste management practices, and (ii) CONTRACTOR'S financial resources to maintain the required equipment and to support its indemnity obligations to CITY under this Agreement. CITY has relied on each of these factors, among others, in choosing CONTRACTOR to perform the services to be rendered by CONTRACTOR under this Agreement. Page 68 City of Dubl in 2538 2539 2540 2541 2542 2543 2544 2545 2546 2547 2548 2549 2550 2551 2552 2553 25542555 2556 2557 2558 2559 2560 2561 2562 2563 2564 2565 2566 2567 2568 2569 2570 Collection Service Agreement ARTICLE 36. Compliance with Laws 36.01 In the performance of this Agreement, CONTRACTOR shall comply with all applicable laws, regulations, ordinances and codes of the federal, state and local governments, including without limitation the Municipal Code of the City of Dublin. 36,02 CITY shall provide written notice to CONTRACTOR of any planned amendment to Chapter 5.32 of the Dublin Municipal Code that would substantially affect the performance of CONTRACTOR'S services pursuant to this Agreernent. Such notice shall be provided at least thirty (30) calendar days prior to the City Council's approval of such an amendment. ARTICLE 37. Permits and Licenses 37.01 CONTRACTOR shall obtain, at its own expense, all permits and licenses required by law or ordinance and maintain same in full force and effect throughout the term of this Agreement. CONTRACTOR shall provide proof of such permits, licenses or approvals and shall demonstrate compliance with the terms and conditions of such permits, licenses and approvals upon the request of the City Representative. ARTICLE 38. Ownership of Written Materials 38.01 All reports, documents, brochures, public education materials, and other written, printed, electronic or photographic materials developed by CITY or CONTRACTOR in connection with the services to be performed under this Agreement, whether developed directly or indirectly by CITY or CONTRACTOR shall be and shall remain the property of CITY without limitation or restrictions on the use of such materials by CITY. CONTRACTOR shall not use such materials in connection with any project not connected with this Agreement without the prior written consent of the City Representative. This Article 38 does not apply to ideas or concepts described in such materials and does not apply to the format of such materials. ARTICLE 39. Waiver 39.01 Waiver by CITY or CONTRACTOR of any breach for violation of any term covenant or condition of this Agreement shall not be deemed to be a waiver of any other term, covenant or condition or any subsequent breach or violation of the same or of any other term, covenant or condition. The subsequent acceptance by CITY of any fee, tax, or any other monies which may become due from CONTRACTOR to CITY shall not be deemed to be a waiver by CITY of any breach for violation of any term, covenant or condition of this Agreement. jl Ii'!jØ$ Page 69 2571 Collection Service Agreement ARTICLE 40. Prohibition Against Gifts 2572 40.01 CONTRACTOR represents that CONTRACTOR is familiar with CITY'S 2573 prohibition against the acceptance of any gift by a CITY officer or designated employee. 2574 CONTRACTOR shall not offer any CITY officer or designated employee any gifts 2575 prohibited by the CITY. 2576 ARTICLE 41. Point of Contact 2577 41.01 The day-to-day dealings between the CONTRACTOR and the CITY shall 2578 be between the CONTRACTOR and the City Representative. 2579 ARTICLE 42. Notices 2580 2581 2582 2583 2584 2585 2586 2587 2588 2589 2590 2591 2592 2593 2594 2595 2596 2597 2598 2599 2600 2601 2602 2603 2604 2605 2606 2607 2608 42.01 Except as provided herein, whenever either party desires to give notice to the other, it must be given by written notice addressed to the party for whom it is intended, at the place last specified and to the place for giving of notice in compliance with the provisions of this paragraph. For the present, the parties designate the following as the respective persons and places for giving of notice: As to the CITY: Jason A Behrmann Senior Administrative Analyst 100 Civic Plaza Dublin, CA 94568 Telephone: (925) 833-6650 Fax: (925) 833-6651 E-Mail jason.behrmann@ci.dublin.ca.us As to the CONTRACTOR: Robert J. MOlinaro President Amador Valley Industries, LLC. P.O. Box 1048 Pleasanton, CA 94566 Telephone: (925) 846-4062 Fax: (925) 846-8058 E-Mail: Debbie@pleasantongarbageservice.com 42.02 Notices shall be effective when received at the address as specified above. Changes in the respective address to which such notice is to be directed may be made by written notice. Facsimile transmission is acceptable notice, effective when received, however, facsimile transmissions received (i.e. printed) after 4:30 p.m. or on weekends or holidays, will be deemed received on the next business day, The original of items that are transmitted by facsimile equipment must also be mailed as required herein. e Page 70 City of Dublin 2609 2610 2611 2612 Collection Service Agreement 42.03 Notice by CITY to CONTRACTOR of a Collection or other Service Recipient problem or complaint may be given to CONTRACTOR orally by telephone at CONTRACTOR'S local office with confirmation sent as required above by the end of the Work Day. 2613 ARTICLE 43. Transition to Next Contractor 2614 43.01 In the event CONTRACTOR is not awarded an Agreement to continue to 2615 provide Collection Services following the expiration or early termination of this 2616 Agreement, CONTRACTOR shall cooperate fully with CITY and any subsequent 2617 contractors to assure a smooth transition of services described in this Agreement. Such 2618 cooperation shall include but not be limited to transfer of computer data, files and tapes; 2619 providing routing information, route maps, vehicle fleet information, and list of Service 2620 Recipients; providing a complete inventory of all carts and bins; providing adequate labor 2621 and equipment to complete performance of all Collection Services required under this 2622 Agreement; taking all actions necessary to transfer ownership of carts and bins, as 2623 appropriate, to CITY; including transporting such containers to a location designated by 2624 the City Representative; coordinating Collection of materials set out in new containers if 2625 new containers are provided for a subsequent Agreement and providing other reports 2626 and data required by this Agreement. 2627 e 2628 2629 2630 2631 2632 2633 2634 2635 2636 2637 2638 2639 2640 2641 2642 2643 2644 2645 2646 2647 2648 ARTICLE 44. Contractor's Records 44.01 CONTRACTOR shall maintain any and all letters, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to Service Recipients for a minimum period of five (5) years, or for any longer period required by law, from the date of final payment to CONTRACTOR pursuant to this Agreement. 44.02 CONTRACTOR shail maintain all documents and records which demonstrate performance under this Agreement for a minimum period of five (5) years, or for any longer period required by law, from the date of termination or completion of this Agreement. 44.03 Any records or documents required to be maintained pursuant to this Agreement shall be made available for inspection or audit. at any time during regular business hours, upon written request by the City Representative, the City Attorney, City Auditor, City Manager, or a designated representative of any of these officers. Copies of such documents shall be provided to CITY for inspection at the CITY offices when it is practical to do so, Otherwise, unless an alternative site is mutually agreed upon, the records shall be available at CONTRACTOR'S address indicated for receipt of notices in this Agreement. 44.04 Where CITY has reason to believe that such records or documents may be lost or discarded due to the dissolution, disbandment or termination of CONTRACTOR'S business, CITY may, by written request or demand of any of the above named officers, require that custody of the records be given to CITY and that the R<,hTLV~ t~,t/UJ.tfjÉ!t:!, Page 71 Collection Service Agreement 2649 2650 2651 records and documents be maintained in City Hall. Access to such records and documents shall be granted to any party authorized by CONTRACTOR, CONTRACTOR'S representatives, or CONTRACTOR'S successor-in-interest. e 2652 ARTICLE 45. Entire Agreement 2653 45.01 This Agreement and the Exhibits attached hereto constitute the entire 2654 Agreement and understanding between the parties hereto, and it shall not be considered 2655 modified, altered, changed or amended in any respect unless in writing and signed by 2656 the parties hereto. 2657 ARTICLE 46. Severability 2658 46.01 If any provision of this Agreement or the application of it to any person or 2659 situation shall to any extent be held invalid or unenforceable, the remainder of this 2660 Agreement and the application of such provisions to persons or situations other than 2661 those as to which it shall have been held invalid or unenforceable, shall not be affected, 2662 shall continue in full force and effect, and shall be enforced to the fullest extent permitted 2663 by law. 2664 ARTICLE 47. Right to Require Performance 2665 2666 2667 2668 2669 47,01 The failure of the CITY at any time to require performance by the CONTRACTOR of any provision hereof shall in no way affect the right of the CITY thereafter to enforce same. Nor shall waiver by the CITY of any breach of any provision hereof be taken or held to be a waiver of any succeeding breach of such provision or as a waiver of any provision itself, e 2670 ARTICLE 48. All Prior Agreements Superseded 2671 48.01 This document incorporates and includes all prior negotiations, 2672 correspondence, conversations, Agreements, contracts and understandings applicable 2673 to the matters contained in this Agreement and the parties agree that there are no 2674 commitments, Agreements, contracts or understandings concerning the subject matter of 2675 this Agreement that are not contained in this document. Accordingly, it is agreed that no 2676 deviation from the terms of this Agreement shall be predicated upon any prior 2677 representations, Agreements or contracts, whether oral or written. 2678 ARTICLE 49. Headings 267g 49.01 Headings in this document are for convenience of reference only and are 2680 not to be considered in any interpretation of this Agreement. e Page 72 City of Dublin 2681 2682 2683 2684 2685 2686 2687 2688 Collection Service Agreement ARTICLE 50, Exhibits 50.01 Each Exhibit referred to in this Agreement forms an essential part of this Agreement. Each such Exhibit is a part of this Agreement and each is incorporated by this reference. ARTICLE 51. Effective Date 51.01 This Agreement shall become effective at such time as it is properly executed by the CITY and the CONTRACTOR and the CONTRACTOR shall begin Collection Services, as covered herein, as of July 1, 2005. 6':;;:¡ff7., f!i!~Ä, u/~).'¡;I. Page 73 2689 2690 2691 2692 2693 2694 2695 2696 2697 2698 2699 2700 2701 2702 2703 2704 2705 2706 2707 2708 Collection Service Agreement IN WITNESS WHEREOF, the CITY and the CONTRACTOR have executed this Agreement on the day and year first written above. CITY OF DUBLIN A Municipal Corporation CONTRACTOR Amador Valley Industries, LLC k::¿;,,,_JL C. ~ RICHARD C. AMBRO , CITY MANAGER fJ¡ ~.~' ROBERT J. MOLINARO PRESIDENT Amador Valley Industries, LLC Attest: 2709 Approved as to Form: 2710 2711 2712 2713 2714 2715 2716 2717 I;~ :;?I/;;;L Elizabeth H. Silver, City Attorney Page 74 City of Dublin Collection Service Agreement EXHIBITS 91~til~."'..' {~JIø~Þ Page 75 Collection Service Agreement Exhibit 1 City of Dublin, CA COMPENSATION AND RATES e CONTRACTOR Compensation Agreement Year 1 1. Collection Compensation Element $ 4,176,900 2. Disposal Compensation Tonnage 27,039 Tons 3. Disposal Tipping Fee $ 2750 4. Disposal Compensation Element $ 743,573 5. Container Compensation Element $ 177,000 6. Fee Compensation Element $ 942,187 7, Total $ 6,039,660 Page 76 City of Dublin Collection Service Agreement EM~RG~NCY S~RVIC~ RAT~S· EMPLOY~~S Page 1 of 1 Pages Labor Position Hourly Rate Hourly Rate Monday - Saturday Sunday Operations Manager $100.00 $130.00 Route Supervisor $100,00 $130.00 Driver $75.00 $85,00 Recycling Coordinator $75.00 $85.00 Clerical $35,00 $35.00 Exhibit 1 (Cant) City of Dublin, CA COMPENSATION AND RATES EMERGENCY SERVICE RATES EMERGENCY SERVICE RATES - EQUIPMENT Page of Pages Equipment Type Make & Model Hourly Rate Vehicle Roll Off 56,00 Vehicle Rear Loader 76.00 Vehicle Front End Loader 76,00 Vehicle Automated Side Loader 76.00 JìÆJíii\\t. Page 77 Collection Service Agreement Exhibit 2 City of Dublin, CA Compensation Adjustment RRI Financial Statement Format ODeratino Costs Labor:Series ID: ceu605621 0006 Waste Collection - Average Hourly Earnings List all administrative, officer, operation and maintenance salary accounts. List payroll tax accounts directly related to the above salary accounts. Vehicle Replacement: Series ID: pcu3362113362113 Motor Vehicle Mfg.- Vehicles on Purchased Chassis List all Collection and Collection related vehicle depreciation accounts. List all vehicle lease or rental accounts related to Collection or Collection related vehicles. Vehicle Maintenance: Series ID: pcu3339243339243 Industrial Truck & tractor Mfg. - Parts for Industrial work trucks List all Collection or Collection related vehicle parts accounts. All Other:Series ID: pcu3339243339243 Industrial Truck & tractor Mfg. - Parts for Industrial work trucks List all other expense accounts related to the services provided under this Agreement. This category includes all insurance including general liability, fire, truck damage, extended coverage and employee group medical and life; rent on property, truck licenses and permits; real and personal property taxes; telephone and other utilities; employee uniforms; safety equipment; general yard repairs and maintenance; office supplies; postage; trade association dues and subscription; advertising; employee retirement or profit sharing contributions; and miscellaneous other expenses. Page 78 City of Dublin Collection Service Agreement Exhibit 2 City of Dublin, CA Compensation Adjustment Model compensation adjustment is calculate In accor anc:e w e procedures set ort In rtll:: e 0 e 0 ection ervica This exhibit is provided as an example 01 how the Individual calculations are used to develop the overall compensation 1 1a USè modQI to In ut curerent ear indices n!;li!;lI$ Collection Com ensation Element Calculate RRI Factor Stop Seriag ID: ceu60562100D6 Waste Collection - Avera e Houri Earnln ~ Series ID: PCU3:)Eî!113362113 MotQr Vehicle Mlg.- Vehicles Dn Pur'CMsed Chassis Series ID: pcu:3339243339243 IndlJ~triBI Truck & tractor Mfg. . Parts for Industrial work trucks Series ID: cuurx400saO CPl· All Urban Consumers - Allltem!¡;: - Bay Area 1b Delta % PrevlOUB Year to Year Sarles I[); cel..l6056210006 Waste ColIl:!Gtion - Avera e Hourly Earnin s Series ID: pcu3362113362113 Motor Vp.hicle Mfg.- Vehicles on Pur'Cha,-,ed CMssls Sorles ID: Dcu3339243339243 Industrial Truck & tractor Mfg. - Parts for Indu.strlal work trucks Series 10: cuun:400saO CPl· All Urban Con.sumers - All Items - Sa Area 10 Conlractor Financial Data labor Vehicle Re lacement Vehicle Maintenance All Other 1d LabOr Vehilce Re lacement Vehicle Maintenance AnOther otal 1e Model multi Ii$$ ind.:u( ~han Q 1b RRI% wel htln factor 1 d Series 10: oel)e05621 0006 Waste Collection" Avera €I Houri Earnln s Series 10: pcu3362113362113 Motor Vehicle Mfg.- Vehicles Qn Purçhasad Chassis Sarles ID: pcu3339243339243 Industrial work trucks. ar as : cuurx40 sa actor owe .at 01' Industrfal Truck & IraçtQr Mfg. - Parts for r an onsumers·tama - BY rea t~j 4HS;.f/j'fi' Annual Avera e Calendsr Year End" 12/31 2004 2006 200. 1:2,97 14,48 13_64 169.7 171,40 173_60 129_5 131,30 132_40 180_2 189_90 193,00 Annmll AWI(* 0 C¡!lll~ndar Year Ended 121:u 2005 2006 11_64% ó_17% 1.00% 1,39% 4.04% 2.30% 2.24% 5,33% e Calendar Year End8d 12131 2008 1 443 7óO $ 2GO 400 $ 258,300 2,917,950 Annual Avera e Calendar Year Endfif 12131 2007 1ó_33 174.60 135,10 196_40 2O(J1 5.87% 1,87% 2,89% 2.57% 2007 1.515,938 273,420 271215 3.063,848 5,124.4:20 2007 29.58% 5_34% 5,29% ó9.79% 00% 200. .- 2O(J1 3_44% 1.ó3% 1.74% 0.05% 0.12% 0.10% 0.07% 0_12% 0,15% 1.81% 2_39% 1,15% Page 79 Collection Service Agreement Exhibit 2 City of Dublin, CA Compensation Adjustment Model (Cant') I;Ilçulate Annual Growth Factor Us,e Calculat~d Revenue Module of Model develo be Innln and endln fl ures Annl,lEl Growth % Be innin Calculated Revenue ndin Calculated Revenuo Annual Growth Factor 3 Calculate Collection Compensation Element Adjustment Annual Growth Fac.:tor x: Collèctiol'l CompenlJ,atic;m) x RRI Factor) Collection Compensation Element Adjustment Effective July 1 AG Factor RRI FBctQr IS osa 4 Calc:ulata A roved Ti Fee Factor TI In Fee% CiI!Iléndaf Year Ended Døcember 31 2005 2006 6039660 $ 6071000 $ 6071000 $ 6192420 $ 0.52% 2.00% 100.52% 102.00% 0.62% 5.00% 2007 2.00% 4.16% rovoo Ti in Fea roved Ti Fee Factor DII!I 0881 A reement Ve¡¡¡r Be Innl" Jul 1 2008 2007 27_50 $ 27_76 $ 0.945% 100.00% 100.945% 5 Calculatø Annul;Il 'ronnEl. iii Façtor Caleulatød Tonna e % Prior Calculated Tonn,a e Current Calculated Tonna 9 A''niUI;II TorU18 e Factor 6 Calculate Disposal Compensation Element Adjustment A"nual Tonnage Factor x Disposal Compen.satlon) x Tip Fee factor) Disposal Compensstion Element Adjustment Effective July 1 TI Fee FactQr AT Factor 7 Calculate Fee Elemént A.:fuatment Foe %Calendar Year Ended December 31 2005 2006 27 039 27 204 27,204 27 600 0.61% 1.456% 100.810 101,456% 2007 0.96% 1.46%0.61% Collection Service Compensation Agreement Year Be innin Jul 1 2005 2006 4 176 900 $ 4.408,503 $ 743573 $ 748110 177 000 $ 177,918 $ 5097473 $ 5334531 942,187 986,003 $ 6,039,660 6,320,53 Collac1lon Com ensatlon Element Dls osal Com ønBation Element Container Com ensatlon Element øe Com ensatlon Element ata om ensatlon Page 80 City of Dublin 2007 4,683 655 $ 766,176 $ 161 477 $ 5631,307 $ 1,040,858 2007 6 192 420 6 254 344 1.00% 101.00% 200. 1.00% 3,14% 200. 28.02 0.937% 100.937% 2007 27,600 28,300 2.54% 102.536% 2008 0.94% 2-54 2008 4 879 052 792,966 183 292 5 855,309 1, 1 Collection Service Agreement Exhibit 2 City of Dublin, CA Monthl Diversion Re art Format Solid Waste Collactlon Service Jon"o.. Ii entl:pl CQmmerclal CI Roll-off Totsl Collected DI& oI!Iièd Diverted SFD Recycling Service LI~t M!¡Iterlal T pe Total Collected Disposed Diverted J:pnt.u;uy MFD Recycling ØrvlCØ List Material Type T ota 0 ee;tÐ DI5 o&éd Dlvé!'ta City Recycling Service LI.t Materll;lI TYPe T otel Collected Dlij. aBed Diverted January J¡mUBry Commercial Recycling Service List Material T e Total Collected DI& OSè Diverted January January Used 011 Collection Service Toþl Collected DI!ilPQBBd Diverted January Large Item Collection ervice reel1 W!¡IJte ood w"tø E;.W:p.te White Goods Brown Goods list othè~ rnatètlal& Total ellected DiH 05sd ven. Janu,pry IJZ¡Kilf.''// Page 81 Collection Service Agreement Exhibit 2 (Cant) City of Dublin, CA COMPENSATION ADJUSTMENT MODEL Fee Compensation Element Example Page 82 City of Dublin Collection Service Agreement Exhibit 2 (Cont) City of Dublin, CA Compensation Adjustment Model Collection Service Events Service SFD 35 Gallon Garbage Cart Weekly (Billed on Tax 8,139 Roll) Additional 64 Gallon Garbage Cart 2,552 Additional 96 Gallon Garbage Cart 294 35 Gallon Garbage Cart Weekly (Billed by 294 Contractor) 64 Gallon Garbage Cart Weekly (Billed by 98 Contractor) 96 Gailon Garbage Cart Weekly (Billed by 12 Contractor) Service MFD & Commercial 35 Gallon Garbage Cart Weekly 23 35 Gallon Garbage Cart Twice Weekly 0 64 Gallon Garbage Cart Weekly 28 t-t''fIff~~ì~1'" " ¡I"~I Page 83 Collection Service Agreement Exhibit 2 (Cant) City of Dublin, CA Compensation Adjustment Model Collection Service Events Monthlv Bin Collection Service Events Cu Yds Frequency Garbage Organic Cu Yds Frequency Garbage Organic 1 1 92 0 4 1 83 0 1 2 5 8 4 2 66 0 1 3 0 0 4 3 28 0 1 4 0 0 4 4 7 0 1 5 0 0 4 5 18 0 1 6 0 0 4 6 4 0 2 1 90 1 6 1 34 0 2 2 11 5 6 2 16 0 2 3 3 3 6 3 5 0 2 4 0 0 6 4 1 0 2 5 1 0 6 5 2 0 2 6 19 0 6 6 0 0 3 1 166 0 7 1 30 0 3 2 44 4 7 2 4 0 3 3 7 0 7 3 5 0 3 4 15 0 7 4 1 0 3 5 2 0 7 5 2 0 3 6 0 0 7 6 0 0 Monthlv Small Com actor Collection Events Cu Yds Frequency Garbage Cu Yds Frequency Garbage 3 1 20 4 1 8 3 2 0 4 2 0 3 3 0 4 3 0 Monthly Organic Compactor Collection Events Cu Yds Frequencv OrQanics 30 1 1 Page 84 City of Dublin e Collection Service Agreement Exhibit 2 (Cont) City of Dublin, CA Compensation Adjustment Model Collection Service Events Service Additional Lar e Items Push Service Lock & Ke Service Excess Waste Service Excess Cart Exchan e Excess Bin Exchan e Excess Bin Cleanin Roll-off Container Relocation Hand Hauler Extra Week Rental Roll-off Extra Week Rental o Rolt-off Containers Size 6 Cu Yds 14 Cu Yds 20 CuYds 25 Cu Yds 30 Cu Yds 40 Cu Yds 50 Cu Yds MFD & Commercial Pults 185 o 511 o 383 180 o 0¡¡)Rjß'0 Page 85 Collection Service Agreement Exhibit 3 City of Dublin. CA City Service Units 1-4 OCC & 3-96 none 2- OCC 1xwk W & 6-96 al carts SSRC 1xwk F 1-96 I cart SSRC 1xwk W To be Page 86 City of Dublin Collection Service Agreement Exhibit 4 City of Dublin, CA COLLECTION SERVICE PERFORMANCE BOND KNOW ALL MEN BY THESE PRESENTS: that as Principal, hereinafter called Company, and as Surety, a corporation organized and existing under the laws of the State of hereinafter called Surety, are held and firmly bound unto the City of Dublin, California, 100 Civic Plaza, Dublin, CA 94568, as Obligee, hereinafter called Owner, in the full and just sum of One Million Dollars ($ 1,000,000), for the payment of which sum of money well and truly to be made, Company and Surety bind themselves, their heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents, said amount to include payment of actual costs and damages and for attorneys' fees, accounting fees, testing fees, consulting fees, administrative costs, court costs, interest and any other fees and expenses resulting from or incurred by reason of Company's failure to promptly and faithfully perform its contract with Owner, said contract being more fully described below, and to include attorneys' fees, court costs and administrative and other expenses necessarily paid or incurred in successfully enforcing performance of the obligation of Surety under this bond. WHEREAS, Company has entered into a written agreement dated 2005 with Owner entitled "Collection Service Agreement" Between the City of Dublin and Amador Valley Industries, LLC, ("Agreement"), the terrns and conditions of which are by this reference incorporated herein as though fully set forth herein. NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH THAT if Company shall well, truly, and promptly perform all the undertakings, covenants, terms, conditions, and agreements of said Company under the Agreement, including, but not limited to, Company's obligations under the Agreement: (1) to provide, perform and complete in the manner specified in the Agreement all necessary work, labor, services, transportation, equipment, materials, apparatus, machinery, tools, fuels, gas, electric, water, waste disposal, information, data, and other means and items necessary for the Collection, Transfer, Transport, Disposal, Recycling, and Processing of Solid Waste, Recyciable Materials, Green Waste, Organic Waste and other materials and the performance of other services related to meeting the diversion goal of 50% by the year 2000 and beyond, and other requirements of the California Integrated Waste Management Act; (2) to procure and furnish all permits, licenses, and other governmental approvals and authorizations necessary in connection therewith; (3) to procure and furnish all bonds, certificates, and policies of insurance specified in the Agreement; (4) to pay all applicable federal, state, and local taxes; (5) to do all other things required of Company by the Agreement; and (6) to provide, perform, and complete all of the foregoing in a proper and competent manner and in full compliance t~~f;Vl~~}ìtiJJJ J?!"ii{5§.t'>' Page 87 Collection Service Agreement with, and as required by and pursuant to, the Agreement: all of which is herein referred to as "Collection Services." Surety, for value received, hereby stipulates and agrees that no changes, modifications, alterations, omissions, deletions, additions, extensions of time, or forbearances on the part of either Owner or Company to the other in or to the terms of said Agreement; in or to the schedules or specifications; in or to the method or manner of performance of the Section 7 Services; equipment, material, service, or sites; or in or to the mode or manner of payment therefor, shall in any way release Company and Surety or either or any of them, or any of their heirs, executors, administrators, successors or assigns or affect the obligations of Surety on this bond, all notice of any and all of the foregoing changes, modifications, alterations, omissions, deletions, additions, extensions of time or forbearances, and notice of any and all defaults by Company or of Owner's termination of Company being hereby waived by Surety. Notwithstanding anything to the contrary in the foregoing paragraph, in no event shall the obligations of Surety under this bond in the event of Company's default be greater than the obligations of Company under the Agreement in the absence of such Company default. In the event of a default or defaults by Company, Owner shall have the right to take over and complete the Agreement pursuant to the provisions of Article 25 of the Agreement and upon 30 calendar days' written notice to Surety, in which event Surety shall pay Owner all costs incurred by Owner in taking over and completing the Agreement. At its option, Owner may instead request that Surety take over and complete the Agreement, in which event Surety shall take reasonable steps to proceed promptly with performance no later than 30 calendar days from the date on which Owner notifies Surety that Owner wants Surety to take over and complete the Agreement. Owner shall have no obligation to actually incur any expense or correct any deficient performance of Company in order to be entitled to receive the proceeds of this bond, No right of action shall accrue on this bond to or for the use of any person or corporation other than Owner or the heirs, executors, administrators or successors of Owner. Signed and sealed this _ day of ,2005. AttestlWitness: PRINCIPAL By: Title: AttestlWitness: By: Title: SURETY By: Title: By: Title: Page 88 City of Dublin Collection Service Agreement Exhibit 5 City of Dublin, CA Approved Subcontractors 1. Phillips Service Corporation for HHW Collection Event Services Ü:jj~\i~Page 89 Collection Service Agreement Exhibit 6 City of Dublin, CA City Sponsored Events Day on the Glen Portable Restroom Requirements 10 - Single skid toilets 1 - VI P portable restroom trailer 3 - Handicap toilets 2 - 2-person hand wash systems 1 -50 gallon holding tank Solid Waste and Recycling Container Requirements To be set by City based on the needs of the event. St. Patrick's Day Portable Restroom Requirements 24 -Standard toilets 1 - Double VIP portable restroom trailer 7 - Handicap toilets 7 - 2-person hand wash systems 1 - 250 gallon holding tank Solid Waste and Recycling Container Requirements To be set by City based on the needs of the event. Page 90 City of Dublin Collection Service Agreement Exhibit 7 City of Dublin, CA AMADOR VALLEY INDUSTRIES TRANSITION PLAN FOR THE CITY OF DUBLIN 2004 1. Order CNG vehicles 13 CNG vehicles ordered 12/14/04 2. Secure performance bond 3. Develop AVllogo Met with graphic artist logo is in the development stage 4. Establish AVI phone number Phone number (925-479-9545) established 12/15/04. 3/15/05 5. Establish PO Box Application for PO Box being processed 6. AudiUsurvey service areas and current routes Dec. Route Supervisor has been observing route activity and productivity and will continue throughout start-up and transition phase. 2005 Dec. Dec. Dec. Dec. Number will go live Dec. 7. Submit transition, diversion and public education plans Jan. Plans submitted for approval by City 8. Meet with W.M, to discuss coordination of cart removal Jan. and other items Meeting scheduled with WM 9. Sign and execute Collection Services Agreement Jan. A VI will sign contract on January 12, 2005 10. Establish meeting schedule with City representatives Jan and Ongoing Transition meetings bi-weekly for start-up phase and monthly thereafter. This will help to ensure good communication for a smooth transition and ongoing program success. 11. Begin development of website Jan. One page website is being developed by Tri Valley Internet for initial start-up and introduction to community. Information will include services, program i:<:5Ç!!'(i¡J4è i1~......,1iìitÌj¡¡r.rØ(iJ' Page 91 Collection Service Agreement start date and email capability. Website will be updated and expanded throughout program implementation. 12. Obtain sample of customer service data Jan Information to be provided by City and Waste Management so A VI can test ebility to transfer data files from current database into RAMS. 13. Begin public education outreach (see detailed plan) Feb. See separate plan submitted for Public Education Plan 14. Hire and begin training of one of two CSR's March. Begin training CSR in Dublin contract requirements as well as begin input of customer account information once obtained. 15. Fine tune routes March After obselVation any minor changes will be made prior to finalizing route maps 16. Finalize route maps March Route maps will be finalized and ready to submit to the City by April 17. Order solid waste, recycling and organic carts April Carts will be ordered as specified in contract with adequate inventory stock 18. Order food scrap pails April Upon approval by City one gallon pails will be ordered 19. Order front end loader containers April Select vendor and provide specs and quantities for containers needed 20. Order roll-off boxes April Select vendor and provide specs and quantities for containers needed 21. Set up rate codes April Once approved rates are received from City rate codes will be set up. 22. Obtain data files and transfer to RAMS April Customer information, routing information and current selVice level is needed 23.Audit data files April Check system information to verify customer information 24. Begin search for Dublin office location April Contact Realtor in Dublin to find appropriate, convenient location 25. Finalize website April Approve final enhancements to website to meet all contract requirements Page 92 City of Dublin Collection Service Agreement 26. Make employment offers to current WM Local 70 drivers May Work with Teamster Local 70 representative to make employment offers to qualified displaced workers who apply. 27. Secure Dublin office location May Secure and sign lease for Dublin office location 28. Secure liability insurance May Contact insurance carrier to secure liability insurance 29. Arrange for installation of phone lines/message center May in new office location Test system for reliability 3D. Accept delivery of CNG trucks May Secure licenses, paint, signage as required in Contract. /nstall radios in all trucks for communication with CSR's. 31.Accept delivery of carts May Carts delivered to staging area, prepare for delivery 32. Hire and train 2nd CSR May CSR's will be fully trained in program guidelines and all customer service procedures. 33. Procure office equipment May Includes desk, chairs, computer equipment as well as all daily supplies. 34. Hire and train collection drivers June Provide safety training and assign routes for on route training 35. Order used oil containers June Order appropriate one gallon rigid plastic containers with screw on lids 36. Test billing system and customer account information June Conduct test billing and verify customer account information 37. Begin cart distribution to SFD June Cart distribution will be conducted by outside experienced vendor. All carts will be delivered with comprehensive "How-To" Brochure. Coordination with Waste Management will result in the least disruption to residents. As new carls are delivered Waste Management will remove existing carts 38. Begin delivery of oil collection boxes to MFD June Oil collection boxes and containers will be delivered to buildings who have requested. Number of collection boxes wil/ be determined by number of units. Cj!JYIiD. J~!T!~;,yl Page 93 Collection Service Agreement 39. Continue route truck driver training June Driver training will continue as necessary 40. Place sign age and decals on all truck equipment June Proper signage and lettering will be affixed to all collection trucks 41. FEL containers delivered with proper signage applied June FEL containers will be delivered by container supply company. Containers will already have all proper safety and identification decals affixed at time of delivery. 42. Final training of CSR's June Review all collection seIVice agreement provisions to make sure CSR's are knowledgeable and feel confident in their ability to answer customer inquiries. 43. Final hiring of all Local 70 displaced workers June Coordinate the starl date of any Waste Management drivers. 44. Continue to update website June and Ongoing Update website to reflect up to date program implementation information. 45. Continue cart distribution to SFD Month of June Monitor carl delivery company and insure every eligible resident receives new carls and program information. 46. Begin distribution of compactors and roll-off boxes June Coordinate with manufacturer to coordinate delivery of new waste collection equipment. All customers will have collection equipment by July 1, 2005. 47. Final update of customer transaction history Receive final download of information to update files to most current information. 48. START SERVICE Friday, July 1, 2005 Page 94 City of Dublin Collection Service Agreement Exhibit 8 City of Dublin, CA AMADOR VALLEY INDUSTRIES PUBLIC EDUCATION PLAN FOR THE CITY OF DUBLIN 2005 e 1. Meet with graphic design company 2. Develop Phase I Website 3. Send emai and electronic Go Green Initiative (GGI) newsletter to Dublin Principals to announce program 4. Send email to announce Earth Summit and announce Go Green meeting in March 5. Draft 15t mailer to residents 6. Submit 1 st mailer to City 7. Run ad in local newspaper announcing AVI to community 8. Mail initial mailer to residents with cart size request 9. Draft "How-To" brochure 10.GGI informational meeting @ library 11. Finalize cart size request responses so carts can be ordered 12. Go Green Earth Summit 13. Develop Phase II Website 14. Draft cart delivery reminder postcard 15. Submit delivery postcard to City 16. Submit "How-To" brochure to City 17. Mail cart delivery postcard to residents 18.Assist schools for Sept. start of GGI 19. Develop Correction Action Notice 20. Corrective Action Notice to City 21. Develop 151 mailer to commercial customers 22. Submit 1st commercial mailer to City 23. Begin media blitz to comrnunity Jan Jan. Jan. Feb Feb Feb Feb. March March March April April April April April April May May-August May May May May May t~jlITør Page 95 Collection Service Agreement May June June June June June June June June June- 24. Develop Commercial Recycle Brochure 25. Begin reporting development in conjunction with City 26. Submit Cornmercial Recycle Brochure to City 27. Mail initial commercial letter 28. Conduct two community workshops 29. Begin residential cart delivery with "How-To" Brochure 3D. Begin meeting with Dublin Recycling Leaders 31. Update website for Program Start-Up 32. Respond to Commercial mailer requests 33. Begin requested business/organization presentations Ongoing 34. Begin requested waste audits 35. Begin development of quarterly on-line residential newsletter 36. Develop commercial bill insert 37. Submit comrnercial bill insert to City 38. Insert commercial bill insert for 1st monthly billing 39. Mail Phase I Commercial Recycle Brochures 40. Begin to issue Corrective Action Notice as necessary 41. Mail Phase II Commercial Recycle Brochures 42. Perform waste audits 43. Post quarterly residential on-line newsletter 44. Mail Phase III Commercial Recycle Brochures 45. Perform waste audits 46. Meet with recycling Leaders 47. Develop postcard to residents regarding Xmas tree pickup 48. Submit Xmas tree pickup postcard to City 49. Mail Xmas tree pickup postcard to residents July July July July August August August Sept. Sept. Oct. Oct. Oct. Nov. Nov. Nov. Dec. e Page 96 City of Dublin Collection Service Agreement PUBLIC EDUCATION PLAN NARRATIVE Public Education and Community Outreach There are multiple public education and outreach materials and activities that need to be developed and distributed to businesses and residences prior to start- up of services on July 1, 2005. These items are detailed below. Public Education and Outreach Plan like the City of Dublin, AVI places the utmost importance on effective public education and promotion. Effective outreach efforts are the key to helping residents and businesses understand the irnportance of source reduction, reuse, recycling, and buying recycled-content products. Our commitment to education is reflected in the samples of education materials provided in the Appendix of our proposal. These samples represent public education materials developed and distributed by various companies owned and operated by AVI principals. AVI will provide a strong public education program in the City of Dublin, including sophisticated public education materials, education programs and materials beyond those required by the City. AVl's public education budget for the start-up of the Collection Service programs is $130,000 with an additional $75,000 for the first year, The focus of AVl's public education and outreach program will be to introduce new programs to residents and businesses as well as to increase awareness of the need to reduce, reuse, and recycle, as well as the importance of buying recycled- content products. This awareness will result in increased program participation and decreased waste generation to help the City of Dublin obtain and maintain AS 939 and Measure D compliance. The AVI principals also believe in a total involvement and commitment to the community in all activities, not just industry-related activities. This level of involvement is practiced in all the communities serviced by the companies owned and operated by the principals of AVI and will continue to be practiced in the City of Dublin as well. In addition to education and information about recycling, AVI will educate residents and businesses about other solid waste handling issues such as the correct setout of refuse and the proper handling of household hazardous waste. This information will help preserve a clean, healthy, and safe environment throughout Dublin. AVl's public education and outreach program will be clear and comprehensive and will consistently relay the 4 R's message. This will be done through: 1. Initial start-up activities Introducing AVI as the new provider of solid waste and recycling programs, and 46'(-<1¥1II" l liJ¡,;¡,~v' Page 97 Collection Service Agreement 2. Continuing education activities throughout the agreement term Providing ongoing education and promotion to encourage continued program participation and to promote reuse, waste reduction, and buying recycled-content products. AVI has extensive, recent experience with successful start-ups for new prograrns, including single stream recycling collection, automated compostable materials collection, automated refuse collection, and business recycling programs. Each of these programs experienced smooth implementations - due in major part to the extensive public education and outreach as well as superior operations and customer service - with no confusion or complaint from the public. A description of the public education and outreach program for residents and businesses is provided below. The timeline for these activities has been included in the implementation plan timeline. Costs for these activities have been included in the cost proposal. Residential Education Program Start-Up Activities Initial Mailing AVI will mail an introductory public education piece to all single-farnily residences. This initial mailing will introduce AVI as the new collection contractor. It will provide residents with inforrnation about local AVI staff who will be directly involved with the ongoing day-to-day operations in the City of Dublin and how to contact them, including AVl's website address. The initial mailing will include information about program changes highlighting the addition of the Food Scrap Recycling Program. AVI key staff members have extensive experience in implementing a food scrap program. Our sister company Pleasanton Garbage Service conducted a pilot food scrap recycling program for eighteen months. The program went City wide in March 2004 and has been extremely successful. We attribute this success to the public education program that was conducted before and continues to this day. The brochure will also inform residents about the enhancements made to the Large Item Cleanup and the addition of the ability to recycle household batteries through their curbside recycling program. The information will be presented in a positive, upbeat manner to assure residents that the new programs will be cleaner, easier, and more attractive. The ease of participating in this program and the benefits obtained not only by the resident but also in helping the City meet their required diversion goal will be highlighted in the brochure. The mailer will inform residents of the cart delivery schedule. It will explain to residents that specific program information will be delivered with the residents' Page 98 City of Dublin Collection Service Agreement carts. The mailer will inform residents of the dates, times, and locations of the two scheduled community workshops to be held throughout the City and invite residents to attend one or more of these workshops for more information about the new programs. The initial mailer will include information about available cart sizes (32, 54, and 95 gallon). The mailer will explain that residents may select their refuse cart size and that a 64-gallon cart for recyclables and a 54-gallon cart for organic materials will be provided unless they indicate otherwise. A tear-off, return postcard will be part of the initial mailer for residents to order carts. Residents who do not respond and send back their postcard will be delivered the same size cart that they presently have. Residents will be encouraged to use the smallest size possible for refuse and the largest size they will fill for recyclables and organic materials. These carts will be on display at the community workshops (discussed later in this section) so that residents can make informed decisions about their preferred cart size. Further, residents will be told that they may order a different size cart or an additional recycling or organics cart. The brochure will highlight the used motor oil and filter-recycling program. Residential customers will have the ability to request up to two one gallon used motor oil jugs. These jugs will be similar to a plastic rnilk jug but will be made of a heavier gauge plastic. The jugs will be clearly labeled with the instructions of how to participate in the used motor oil program, Residents will also be instructed that they may recycle their used motor oil filters by placing them in a heavy gauge plastic zip lock bag and placing the bag next to their motor oil jug at the curb. The recycling route driver will collect the motor oil and filter and place them into a holding rack on their truck. The driver will provide the resident with the same number of rnotor oil jugs as picked up for their next use. Finally, the initial mailing will invite residents to volunteer as City of Dublin Recycling Leaders in their neighborhood, homeowners' association, duplex, or triplex. A box will be provided on the tear-off return postcard that residents can check to get more information about this program. During the start-up, recycling leaders will be given special training to answer new program questions raised by their neighbors. Recycling leaders will be given program information materials to provide to their neighbors if needed. Recycling leaders will become an integral part of AVI's ongoing education activities. How-to" Brochure A detailed program "how-to" brochure will be delivered when carts are delivered. This brochure will contain set out instructions for refuse carts, infonmation regarding materials that can (and cannot) be placed in recycling carts, setout information for used oil and oil filters, and information about what can (and cannot) be placed in the compostable materials carts. As reflected in the sample public education materials, AVI will rely heavily on graphics and pictures as the E~.~<.·.···"'. ~.Yí&~'i..' 4,rl/!!Jj,%" Page 99 Collection Service Agreement primary way to convey this message in a simple and understandable way. Text is used minimally and presents information in a concise manner. The number of brochures will be determined based on the customer count with a 10% over run. The "how-to" brochure (as well as other public education materials) will provide supplemental information in other languages and made available to households as needed. The brochure will include an explanation of the on-call cleanup's, and AVl's contact information. The brochure will be printed on heavy, coated stock and residents will be encouraged to save the contact information to hang in a convenient location for future reference. All educational materials distributed before the events will encourage a variety of reuse and recycling alternatives instead of disposal. AVI will contract with Goodwill Industries, Salvation Army, or similar local reuse organizations to provide an outlet for materials that are collected in the cleanup but still have reuse ability. Community Workshops AVI will conduct two community workshops prior to the start of collection services. These workshops will be scheduled in separate geographic areas of the City, making it convenient for all residents to attend at least one workshop. AVI will work with the City and local community organizations to determine the location of these workshops. City of Dublin staff is invited to join AVI staff at these workshops to present new program information and answer questions about the prograrn. AVI will ensure that all public education and outreach materials are at these events, as well as one sample of each cart size. AVI will provide refreshments, make an initial presentation of the program highlighting any changes from the City's current program, and facilitate a question and answer period. Print Media In addition to the public education and outreach required in the RFP, AVI proposes to run print ads in local newspapers as part of the start-up activities. These print ads will correspond with the direct mail piece campaign (i.e., initially introducing AVI and then describing program changes, informing residents of delivery of carts, letting residents know about scheduled community workshops, etc.) These print ads will also include AVI contact information and our website address. Residential Continuing Education Activities Program Presentations AVI will conduct presentations on our program to homeowners associations or other community groups as requested by the public or by the City. In addition, we Page 100 City of Dublin Collection Service Agreement will take the initiative to contact various groups and offer to do presentations on a regular basis throughout the term of the agreement On-Line Quarterly Newsletter AVI will develop and display a quarterly residential newsletter on our website. We feel there's no more effective way to promote source reduction than to make our newsletter available to residents on-line. AVI uses the newsletter format to convey multiple types of information to residents, including source reduction, reuse, recycling, and buying products made with recycled materials. Newsletters will also reflect currently asked questions (and their answers), status reports on diversion levels, information regarding what is being done with the recyclables collected, information about hard-to-rnarket materials, and other program and industry information that will encourage residents to preserve our natural resources. The quarterly newsletter will also be a vehicle to provide information about Alameda County's Household Hazardous Waste Program and to address any issues with refuse collection. Corrective Actions Notice As part of AVl's ongoing operations and custorner services, all collection drivers will be trained in the use of Corrective Actions Notices. These Notices will be bright-colored and of sufficient size to be easily seen and recognized by the public. The tone of these Notices will also be informative and educational rather than punitive. (Perhaps a play on the acronym of "Corrective Actions Notice" or CAN" could be used - "You CAN do it.") The Notices will be used in instances where the resident sets out inappropriate materials and will clearly reflect the nature of the setout problem. As a courtesy to our customers, and to eliminate frustration, drivers will be trained to clean up materials at curbside and go ahead and collect materials, leaving the Corrective Actions Notice to educate and inform the resident. The exception to this will be in the case of hazardous materials placed in containers or frequent contamination of materials at a particular site. In either case, the City will be notified of the non- collection and the resident will be instructed how to resume collection of materials. School Education Programs AVI strongly believes in the education of children. The children of this generation have grown up with recycling as a mainstream. Further, children's behavior patterns are more easily changed than adult behavior patterns and there is an extra benefit of children carrying the message home to their parents. Our sister company Pleasanton Garbage Service was the first corporate sponsor of the Go Green Initiative. We have partnered with the founder of the Go Green Initiative, IQJE$W Page 101 Collection Service Agreement Jill Buck, to develop a comprehensive, full-service recycling program for Dublin schools, which will allow them to achieve maximum waste diversion via on- campus recycling. Together with the Go Green Initiative, we will create a tailor- made public education and recycling system for Dublin schools, based upon the market research techniques that Jill and our company employed with Pleasanton school administrators and custodians. We invest the time and resources necessary to create community pride and enthusiasm for environmentally responsible waste reduction. Non-Program Related Information In all of our public education and outreach materials and activities, AVI will present non-program related information such as source reduction, material reuse, junk mail reduction, proper handling of household hazardous waste, grass cycling, backyard composting, and other integrated waste management techniques. The Alameda County Waste Management Authority, the California Integrated Waste Management Board, and other city and county jurisdictions have developed materials that relay important messages that can easily be adapted to City of Dublin needs. AVI will use such materials when possible to maximize the impact of the education budget or to present a consistent message for countywide programs such as household hazardous waste. Attendance at Community Events AVI will ensure that a portable display, program information, and any other appropriate items (e.g., recycling trucks, carts, etc.) are available at a rninimum of three comrnunity events each year. AVI's staff will be available to answer questions from the public and to encourage participation in the programs. This personal involvement with the community is important to our culture and is an intrinsic part of the culture of A VI. Committed to the Community AVI knows how important it is to support the community and be personally involved, We are an active member of the Dublin Chamber of Commerce and have supported local programs such as GFWC Dublin/San Ramon Women's Club, Friends of the Dublin Library, Green and White Gala Ball, as well as a Corporate Sponsor for the Dublin Chamber of Commerce Golf Tournament held at the new Dublin Ranch Golf Course. We recently co-sponsored the Dublin Chamber BBQ held at Rowell Ranch. Not only have we supported these events monetarily but also AVI staff have volunteered and participated in many of these events. Recycling Leader Network AVI will work diligently to establish a network of residential recycling leaders. This type of program has worked successfully in many jurisdictions. Recycling leaders Page 102 City of Dublin Collection Service Agreement will be trained to provide program information and non-program information (such as source reduction) to their neighbors. Recycling leaders will always have a full supply of all education materials to provide to residents. AVI will meet with recycling leaders a minimum of three times each year to address any program concerns or questions, discuss the status of each of the programs, and develop a community-based, grass-roots network of recycling enthusiasts. Upon award of the contract, AVI would like to discuss with the City ways to publicly recognize recycling leaders or incentives to encourage residents to volunteer as recycling leaders. Large Item Clean Up Events AVI will inform residents of the three annual on-call cleanup events available to each resident. This information will be included in all brochures and newsletters that AVI produces. The brochure will explain how easy it is for residents to pick up the phone and request the cleanup at their convenience. Quarterly Report of Education Activities As required by the Agreement, AVI will provide the City of Dublin with a quarterly report of education activities. The report will, at a minimum, include public education materials and the total numbers distributed; dates, times, and group names of all meetings attended and presentations given; and all other public education activities for the preceding quarter. Commercial Education Programs AVI understands that a new approach is being launched through the new commercial recycling program. Commercial and industrial refuse customers will receive information that clearly explains the benefits of recycling with AVI. Since the fee for all recycling services is included in the solid waste rate a simple message can be sent such as "More Recycling'" Cost Savings" Initial Maller AVI will mail an introductory public education piece to businesses, including property owners and managers of multi-family complexes who utilize a common garbage bin. This initial rnailing will introduce AVI as the new collection contractor. It will provide businesses with information about the local AVI staff who will be directly involved with the ongoing day-to-day operations in Dublin and how to contact them, including AVl's website address. The number of brochures will be detenmined based on the customer count with a 10% over run. Multi-family complexes will now have the ability to recycle used motor oil and filters. AVI will provide those buildings that request this service with a motor oil- recycling caddy. Each caddy will be constructed to hold ten (10) one gallon jugs. The building manager will request the appropriate number of caddies needed for K:,~~" uQ@·-;P Page 103 Collection Service Agreement their specific building. This will allow building managers to place the caddy in a convenient location for tenants. The building manager must place the motor oil- recycling caddy by the recycling containers when ready for collection. The recycling route driver will collect the full used motor oil jugs and filters from the caddy and replace with the appropriate empty jugs. Businesses will be informed that staff from AVI will be contacting them soon to offer any help possible in setting up a recycling program or improve an existing recycling program if necessary. The mailer will also inform businesses that AVI will be providing new refuse collection containers (bins, debris boxes, compactors) and/or recycling carts to businesses. A tear-off return postcard will be part of the initial mailer for businesses to ask questions, request that the recycling coordinator contact them, or request that the recycling coordinator make a presentation at their business. Those businesses that request assistance will be put at the top of the list for the recycling coordinator to contact. Finally, the initial mailing will invite businesses to enroll an employee in the City of Dublin's Business Recycling Leader Network. Business recycling leaders will meet quarterly as explained in the Continuing Education Activities Section of this proposal. Business recycling leaders will become an integral part of AVl's ongoing business education activities. How-To" Brochure AVI will oversee design of the "How-To Recycle" Brochure specific to the business types described in the RFP (multi-family dwellings, restaurants, office/commercial buildings, strip malls, and large commercial businesses) and any other business type identified during start-up activities. AVI proposes to do the initial mailing of the "How~To-Recycle" brochure in phases to ensure that businesses receive a timely follow-up if they ask for irnmediate assistance. Receipt of this brochure will trigger a desire for action in some businesses. If too many responses come in at once (which may happen if the brochure is sent out Citywide), it will delay our ability to respond to interested businesses in a timely manner. This would not be good customer service and may result in a business not setting up a recycling program at all. These brochures will be delivered to businesses as follows. Phase 1 Each business that requested information by sending the return postcard from the initial mailer will receive the "How-To-Recycle" brochure. The recycling coordinator will follow up with these businesses to perform a waste audit and offer any technical assistance needed to set up a recycling program. Page 104 City of Dublin Collection Service Agreement Phase 2 Based on data obtained from the City, the former franchise hauler, mail house(s), the Chamber of Commerce, etc. during start-up activities, AVI will build a database of businesses by business type. This database will reflect the size of the business and note those businesses that currently have a recycling program. How-To-Recycle" brochures will be sent to the 50 largest businesses based on subscripted solid waste services. The recycling coordinator will follow-up with these businesses to perform a waste audit and provide technical assistance in setting up a recycling program. The database will be updated accordingly. Phase 3 How-To-Recycle" brochures will be sent to the next 50 largest businesses, based on subscripted solid waste services, in each business type. Again, the recycling coordinator will follow-up with the businesses who respond to perform a waste audit and provide technical assistance in setting up a recycling program. Mailing of the "How- To-Recycle" brochure will continue in phases until all businesses have been contacted and those businesses responding have been followed up on by the recycling coordinator. Promote and Conduct Training Meetings In the initial mailing to businesses (described above), AVI will promote the availability of staff to do recycling presentations at businesses. As described above, businesses can indicate their interest in this type of presentation by returning the tear-off postcard. The recycling coordinator will follow-up with these requests and conduct recycling training rneetings. In addition, as responses are received to the "How-To-Recycle" brochures, the recycling coordinator will offer to rnake recycling presentations at businesses and will follow-up with any requests to do so. If the combination of these two contacts with businesses does not result in conducting a significant number to attend training meetings, the recycling coordinator will call businesses and offer this service. Business Association Groups The commercial/industrial recycling coordinator will contact the Chamber of Commerce and other business organizations in the City to offer to do presentations to educate businesses on the recycling program available to businesses. AVl's principals are actively involved in local business organizations and will be able to facilitate these presentations. A minimum of four presentations will be made to local business association organizations within the first six months of the new agreement. r VUi,)t'.'· Page 105 Collection Service Agreement Commercial/Industrial Continuing Education Activities Waste Audits AVI is proficient in conducting business waste audits in all of the companies owned and operated by its principals. We will work cooperatively with the Alameda County Waste Management Authority and the Stop Waste Program. The Stop Waste Program has successfully assisted businesses to greatly reduce their solid waste bills by identifying areas not only for recycling but also for source reduction. The businesses to be audited will be identified, in part, through the distribution of the initial mailing and "How-To-Recycle" brochures as discussed in the start-up activities section earlier in this proposal. In addition, businesses will continually be made aware of the availability of this service through the business newsletters that will be produced and distributed by AVI. Reports of the results of these waste audits will be provided to the City on a quarterly basis. Business Newsletter AVI will produce and distribute a business newsletter with invoices sent to Dublin businesses and post this newsletter on-line as well. The newsletter will include pertinent program information, frequently asked questions and answers, tips for waste reduction for businesses, information regarding handling of hazardous waste for small business generators, and other information pertinent to businesses and the season in which the newsletter is published. This newsletter will also be used as a vehicle to recognize businesses that have made particularly notable progress in recycling or source reduction programs. Corrective Actions Notice One of the unique challenges in collection programs for businesses and multi- family complexes is the increased level of contamination in recyclables and the lack of good housekeeping in the centralized collection site area. This is due in part to the transient nature of the persons sharing this site (either as tenants of multi-farnily complexes or employees of businesses) and the anonymity that comes with using a centralized site. It is nearly impossible to determine who is contaminating recyclables or dumping refuse on the ground in a centralized collection center. These same issues make it difficult to change behavior or reach program compliance by leaving a Corrective Actions Notice. Many individuals may see the notice but it is possible that no one will take personal responsibility in complying with the notice. Page 106 City of Dublin Collection Service Agreement AVI will implement a process used in the other companies owned and operated by its principals. When a Corrective Actions Notice is left for a business or multi- family complex, a follow-up call will be made to the business (to a specific contact person, if known) or to the multi-family complex manager or owner to discuss the nature of the Corrective Actions Notice and offer assistance in reaching compliance with the notice. As in the residential cart collection program, drivers will clean-up the contamination and collect the materials prior to leaving the Corrective Actions Notice. If the problem is recurring, or hazardous waste materials are present in the refuse or recyclables, the driver will leave the materials and the Corrective Actions Notice and contact the City immediately. AVI staff will contact the appropriate person at the collection location to explain why the rnaterials were left and what needs to be done to resume collection. Public Education Summary We hope it is apparent from the public education programs described above, the sample materials provided in the Appendix, and the strength of our public education staff that AVI takes public education and outreach seriously. We are convinced that public education is the only way to maximize diversion and ensure compliance with collection guidelines. Further, we believe that this is best done through establishing a partnership with our customers. Lastly, the above- proposed public education programs represent the baseline for AVl's programs. As our experience in the City of Dublin develops, other needs for public education and outreach will become apparent and will be met. e i[' ß&,_t,~"IKã.rA~\>;! IJ Page Collection Service Agreement Exhibit 9 City of Dublin, CA AMADOR VALLEY INDUSTRIES DIVERSION PLAN FOR THE CITY OF DUBLIN e Diversion Programs The following is an outline of diversion programs that Amador Valley Industries will implement at the start of the Dublin Solid Waste, Recycling and Organics Collection Agreement: Residential Single Stream Curbside Recycling & Organics Program Residents will receive a 54-gallon cart for recyclables, a 54-gallon cart for organic materials and a one gallon food scrap pail. A tear~off, return postcard will be part of the initial mailer for residents to order carts other than default cart sizes. Residents will be encouraged to use the smallest size possible for refuse and the largest size they feel they will fill weekly for recyclables and organic materials. These carts will be on display at the community workshops so that residents can make informed decisions about their preferred cart size. Further, residents will be told that they may order a different size cart or an additional recycling or organics cart. A comprehensive and on-going public education plan will continually remind residents about the 4 R's and other waste diversion programs such as home composting, buy recycled, smart packaging ideas, just to name a few. Residential Used Motor Oil & Filter Collection Program Residential customers will have the ability to request up to two one gallon used motor oil jugs. These jugs will be similar to a plastic milk jug but will be rnade of a heavier gauge plastic. The jugs will be clearly labeled with the instructions of how to participate in the used motor oil program. Residents will also be instructed that they may recycle their used motor oil filters by placing them in a heavy gauge plastic zip lock bag and placing the bag next to their motor oil jug at the curb. The recycling route driver will collect the rnotor oil and filter and place them into a holding rack on their truck. The driver will provide the resident with the same number of motor oil jugs as picked up for their next use. Large Item Collection Service AVI recognizes that a significant amount of rnaterial is collected in the clean-up events. We are committed to recycling the highest percentage of the materials possible. Using resale organizations to donate reusable items to and processing the remaining materials at the Pleasanton Transfer Station/MRF will significantly reduce the amount of discarded material taken to the landfill. AVI will inform residents of the three annual on-call cleanup events available to each resident. e Page 108 City of Dublin Collection Service Agreement This information will be included in all brochures and newsletters that AVI produces. Residential Curbside Christmas Tree Recycling Program Christmas trees will be collected from all SFD service units on their regular service day. AVI will not compete with the Boy Scouts Program but will provide an opportunity to publicize their program as well. The Christmas Tree Collection Program will begin the first collection day after Christmas Day and continue through the last collection day in January. All non contaminated trees will be recycled; all contaminated (flocked, tinsel, decorations) will be disposed of. Drop-Off Christmas Tree Recycling Program Three different drop-off sites each supplied with a drop-off box will be available for Christmas tree drop-off from the first business day after Christmas Day until the third Monday of January. These roll off boxes as well as the area surrounding them will be monitored and boxes will be emptied as necessary and the area will be kept free of debris. Multi-Family Recycling Program Recycling service will be made available to all eligible MFD service units. A site survey will be conducted and the type and number of recycling container(s) will be determined. In addition the building owner or manager will be made aware of the Organics Program that is available. Multi-Family Used Oil & Filter Collection Program Multi-family complexes will now have the ability to recycle used motor oil and filters. AVI will provide those buildings that request this service with a motor oil- recycling caddy. Each caddy will be constructed to hold ten (10) one gallon jugs. The building manager will request the appropriate number of caddies needed for their specific building. This will allow building managers to place the caddy in a convenient location for tenants. The building manager must place the motor oil- recycling caddy by the recycling containers when ready for collection. The recycling route driver will collect the full used motor oil jugs and filters from the caddy and replace with the appropriate empty jugs. Commercial Recycling & Organics Recycling Program Businesses will be informed that staff from AVI will be contacting them soon to offer any help possible in setting up a recycling program or improve an existing recycling program if necessary. The recycling coordinator will meet with customers to explain the various services and containers available. Single stream or source separated recycling will be available with either carts or bins depending on the quantity of materials. The organics/food scrap recycling Q! '(fu. d~iIJ~lm)tlf Page 109 Collection Service Agreement service may require additional training with employees and will be conducted by the AVI staff, A tear-off return postcard will be part of the initial mailer for businesses to ask questions, request that the recycling coordinator contact thern, or request that the recycling coordinator make a presentation at their business. Those businesses that request assistance will be put at the top of the list for the recycling coordinator to contact. The following outlines the Phases that will be implernented to set up recycling at a business: Phase 1 Each business that requested inforrnation by sending the return postcard frorn the initial mailer will receive the "How-To-Recycle" brochure. The recycling coordinator will follow up with these businesses to perform a waste audit and offer any technical assistance needed to set up a recycling program, Phase 2 Based on data obtained from the City, the former franchise hauler, mail house(s), the Chamber of Commerce, etc. during start-up activities, AVI will build a database of businesses by business type. This database will reflect the size of the business and note those businesses that currently have a recycling program. How-To-Recycle" brochures will be sent to the largest 50 businesses. The recycling coordinator will follow-up with these businesses to perform a waste audit and provide technical assistance in setting up a recycling program. The database will be updated accordingly. Phase 3 How-To~Recycle" brochures will be sent to the next largest 50 businesses in each business type, Again, the recycling coordinator will follow-up with the businesses who respond to perform a waste audit and provide technical assistance in setting up a recycling program. Mailing of the "How-To-Recycle" brochure will continue in phases until all businesses have been contacted and those businesses responding have been followed up on by the recycling coordinator. Household Hazardous Waste Drop-Off Program AVI will conduct an annual Household Hazardous Waste Drop-Off Program for residents of Dublin. The location for the event will be determined in conjunction with the City. AVI will utilize Phillips Service Corporation (PSC) as the sub- contractor to provide the actual services. Please see separate attachment with PSC scope of services. Page 110 City of Dublin Collection Service Agreement City Facility Recycling AVI will provide recycling, organic and large item collection to all City service units. Site visits will be conducted and the level and type of recycling service will be determined to maximize recycling services. Special Events Recycling Solid waste, recycling and portable toilet service will be made available for up to three city sponsored events at no cost to the City. Services will be based on the needs of the event. 1;''''7'!ti~jæ,iiØ' Page 111 Collection Service Agreement Exhibit 10 City of Dublin, CA HHW Disposal Event Plan A. Operation of Reservation System AVI, through PSC, will provide and maintain a complete reservation system. The system will consist of a toll-free phone number and e-mail address for residents to access for information on the event and to schedule an appointment The hotline will be manned during regular business hours by a dedicated HHW custorner service representative. If the hotline is on another line or unavailable, caliers will have access to an automated voice mail system. The voice mail system (Panasonic KX-TVS200) includes two dedicated mail boxes for the City of Dublin event; additional mailboxes can be added upon request. Each mail box has a maximum capacity of 100 messages. Alternatively, residents may send an email to the AVI dedicated account requesting an appointment or further information. All voice mail messages and emails will be returned within one business day. Our hotline operator will screen residents according to eligibility criteria established by the City of Dublin. All qualifying residents will receive a designated time slot to participate in the temporary collection event. Once the appointment has been established, PSC will mail a confirmation flier to the resident. This flier will contain the residents' name, address and appointment time, a map and written directions to the site, and information on acceptable and unacceptable items as well as handling and transportation instructions, On the reverse side of the flier PSC can include a participant survey. This survey will be submitted to the City of Dublin for approval prior to its use. Obtaining Event Permits AVI, through PSC, will prepare and submit all required State documentation, permits and notifications for operation of each temporary HHW collection event As the generator City of Dublin) will be required to complete and sign specific portions of the Permit By Rule Notification form, two copies of all permit information will be submitted to the City for review and signature as soon as possible after site selection is finalized. The PBR must be submitted to the DTSC at least 45 days prior to the scheduled collection event. AVI, through PSC, will prepare and submit all permitting and notifications as required by local agencies. Furthermore, AVI, through PSC will meet with all appropriate local agencies in a pre-event emergency responders planning meeting. Once sites are selected, AVI, through PSC, will visit each site, review the site for operational acceptability, and meet with the site owners to assess concerns and issues with utilization of the site for HHW purposes. AVI, through PSC, will stay in contact with the site owner throughout the duration of the project. We will provide evidence of Page 112 City of Dublin Collection Service Agreement insurance coverage as required, and will follow up after collection activities to ensure that the site owner and neighbors have no outstanding concerns or issues with the site and event. Operations, Health & Safety, and Contingency Plans AVI, through PSC, will provide the appropriate site specific Operations, Health & Safety, and Contingency Plans thirty days prior to each scheduled temporary collection event. This plan is reviewed and updated annually and immediately following any significant regulatory or client program changes, The Table of Contents for a standard plan has been included on the following page. This plan is available for review by the City of Dublin at any time. Æl.~\,jQ;¡-i'?,J~\~JkWft' Page 113 Collection Service Agreement e Amador Valley Industries & City of Dublin Mobile Collection Program Collection Operations, Health & Safety and Contingency Plan Table of Contents Introduction Contract Information A. Site Information B. Facility Administrator C. Contractor Information E. Contract Administrator 1'- Site Work Plan A. Site Set-up S. Collection (Job Description) C. Spill clean-up and secondary containment D. Personal protective equipment (PPE) and decontamination E. Waste Shipment F. Site Closure G. Reuseable Exchange Program 11'- Site Layout A. Site Specifications B. Maps IV. Health and Safety Plan A. Site location B. Description of project C. Site characterization D, Site safety and health responsibility E. Risk analysis by task and associated personal protective equipment F. Training Requirements G. Medical surveillance Page 114 City of Dublin Collection Service Agreement H. Comprehensive workplan I. Decontamination procedures J. Emergency response plan V. Emergency Contacts VI. Labeling, Marking and Manifesting VII. Labpack Instructions VIII. Bulking Protocol, Evacuation Plan IX. Reporting Forms X. Approvals Event Locations Each HHW Collection event will be conducted on publicly and/or privately owned facilities. All sites must be readily accessible to the public and contain paved surfaces. A dedicated PSC Project Manager will accompany Amador Valley Industries and the City of Dublin on all site~walks and provide an evaluation of potential event locations. Turnkey Services The following will summarize the AVI on-site operations, on-site personnel responsibilities, and off·site waste transportation and managernent plans for a temporary collection event. Site Set-up and Event Preparation Permit applications will be prepared by PSC, submitted and permits acquired by the District. Labor needs and specific equipment requests will be confirmed between PSC, Amador Valley Industries and the City one-week in advance. Vendors and subcontractors will be notified in writing of event details. City staff may review these notifications if requested. With the aid of technicians, equipment and materials will be loaded onto equipment trucks the day prior to the event day. Equipment will be delivered to the site the morning prior to the HHW collection. PSC staff will complete set-up of the entire site. The Amador Valley Industries representative will specify site set-up details. Packaging areas will be double lined with 6 mil. visqueen by technicians, Sorting tables will be lined with visqueen and placed per the set-up plan. Durnpsters will be lined with dumpster liners and prepared for use. r~j¡;, iIJ.~IltIti;.'Ø Page 115 Collection Service Agreement Canopies will be set-up over all waste processing areas. Emergency eye wash and shower stations will be established and set-up. A decontamination station and break area will be set·up. Signage (no smoking etc.) and spill response stations will be established. Waste packaging segregation zones will be established and clearly marked. Bulking berms will be set-up for material bulking areas. Vehicle ingress, egress and queuing will be established and marked with cones. A full drum staging area will be identified and lined with visqueen. The site will be ready for operation 1/2 hour prior to the first scheduled appointment A site safety meeting will be held prior to event opening conducted by the PSC Project Manager Event Operations PSC will provide staffing for the following event positions/tasks. Unloading (Technician) The unloader will have the following responsibilities. Once the vehicle has stopped, and the engine has been turned off, the unloader will remove the waste material from the vehicle. It will be the responsibility of the unloader to ask the participant the identity of the material being unloaded, Special attention will be given to unlabeled materials, and those with conflicting markingsllabels. The unloaders will be careful not to accept any of the materials on the unacceptable list. Lab grade chemicals coming from homeowners or businesses will be identified as they are unloaded as these could be the source of explosives or radioactive materials. Unloaders will only put the materials on the top of the waste carts for movement into and around the facility. It will be the responsibility of the unloader to communicate to the sorters, labpackers, and HazCat personnel any information on the identity of each customer's waste. In the event of an evacuation, like the greeter, the unloading personnel will instruct the customers to exit their vehicles and accompany them to the evacuation assembly area. Sorting/Screening (Chemist) Sorting personnel will sort materials from the carts into the appropriate loosepack, labpack, and bulk waste streams. They will utilize their experience Page 116 City of Dublin Collection Service Agreement with materials management and material cheat sheets to determine the appropriate segregation of each material. The sorting personnel will be responsible for a majority of the facility packaging. Materials will be moved from the screening area to packaging areas and packed by the sorters. Laboratory/Unknown Identification (Chemist) In this area personnel will characterize unknown materials using HazCat techniques. Care will be taken while running these tests that incompatible materials are not mixed, and that the testing apparatus is not creating additional hazards. Persons working in this area will pay close attention to the materials being tested to avoid hazardous reactions. Once identified, the materials will be returned to the sorting area to be packed. It is the responsibility of the HazCat personnel to communicate to the sorting personnel the hazardous nature of the materials being returned. Waste Packaging After screening has occurred, the wastes will be packaged in various. Packaging activities may include bulking latex paints, oil and antifreeze, labpacking pesticide materials or loosepacking oil base paints. Waste Acceptance Protocol Unacceptable Waste PSC treatment facilities are permitted by the federal and state government to accept most types and hazard classes of waste including dangerous waste, extremely hazardous waste, liquid, solid and compressed gasses, The few types of waste we are not permitted to handle at HHW sites include: Explosives or explosive waste, with the exception of surface flares Ammunition Biological, biohazard or medical waste, with the exception of syringes Radioactive waste Large compressed gas cylinders Business generated waste (unless CESQG) Solid Waste (household garbage) Water Reactives Residents will not be allowed to bring in more than two (2) 30-gallon size bags of asbestos Jtftwy Page 117 Collection Service Agreement PSC has the ability to subcontract and manage the above waste streams if they are inadvertently accepted at the facility. Disposal pricing for the above wastes will be the responsibility of AVI. Site Tear-down All collected wastes are shipped from the sites on the date of collection. While wastes are being loaded for shipment, the site will be torn down and returned to its original condition before PSC leaves the site that afternoon or evening. Although de-mobilization is a priority for PSC, the time it actually takes may vary depending on participation and waste volumes. Material Reuse Table Should the City of Dublin elect to include a reuse table as part of temporary event operations, the following operations and procedures will be initiated. PSC personnel responsible for unloading, sorting and packaging of waste will have direction and protocols for the identifying and segregating of potentially reusable materials. All rnaterials to be sorted for potential reuse should have legible labels, be legal products, be over one half full and in uncrushed, non-leaking, original containers. Such products will be segregated onto a special cart, which will then be taken to the Reuse Table and made available to the public. PSC will require that the City of Dublin provide the final decision on exchanging of materials. As good business practice and recent legislative activity require, PSC has developed, and includes as part of our standard site work plan, operations and quality control procedures for operating reuse programs as described below. Waste Management PSC recognizes the commitment to the waste management hierarchy that promotes source reduction, reuse, and recycling above other management methods such as incineration and landfill. PSC will ensure that the most appropriate waste disposal methods are available for the household waste collected. PSC will evaluate each waste stream received on an ongoing basis. We will continually determine the available technologies and our current capacity for managing the waste according to the following hierarchy of waste management practices. 1. Waste reduction 4, Waste treatment 2. Waste recycle 3. Waste reuse 5, Waste Incineration 6. Landfill The table below lists the recommended packaging methods and management for each waste stream anticipated to be handled through the HHW collection event. Waste shall be segregated and packaged according to the requirements of the disposal facility. Page 118 City of Dublin Collection Service Agreement e Category Handling Method Waste Management Method Used Flammable & Poison Flammable solidlliquid Loosepack Fuel Blend Bulked flammable liquids Bulk Fuel Blend Oil-base paint Bulk or Loosepack Fuel Blend Poison (excl. aerosols) Loosepack Destructive Incineration Reactive and explosive Loosepack Destructive Incineration Acid Inorganic acid Labpack Treatment Organic acid Labpack Treatment Base Inorganic base Labpack Treatment Organic base Labpack Treatment Oxidizer Neutral oxidizers Labpack Treatment Organic peroxides Labpack Destructive Incineration Oxidizing acid Labpack Treatrnent Oxidizing base Labpack Treatment PCB-containing PCB-containing paint Labpack Destructive Incineration Other PCB waste Labpack Destructive Incineration Aerosol Corrosive aerosols Loosepack Destructive Incineration Flammable aerosols Loosepack Fuel Blend/Recycling Poison aerosois Loosepack Destructive Incineration Reclaimable Antifreeze Bulk Recycle Car batteries (REBATE) Palletize Recycle e K!j14¡)~ d!.jF:.r¿.:~f., Page 119 Collection Service Agreement Fluorescent bulbs Loosepack Recycle Latex paint Bulk Recycle Motor oil/oil products Bulk Recycle Oil filters Loosepack Recycle Mercury (metallic) Labpack Recycle Other Medical waste Labpack Autoclave Household batteries Loosepack Recycle/Landfill Asbestos Loosepack Landfill Reporting PSC requires waste be sorted and packaged to D.O.T. requirements, and not beyond, for acceptance into our facilities. PSC has developed a one-page labpack certification form for labpacked materials. The form will be preprinted with all required information, and then signed by the designated staff person packaging the drum. PSC will provide the proper shipping papers including manifests, bills of lading (BOL), land disposal restriction forms (LDR)s, and labels. Shipping papers will comply with all applicable local, state, and federal regulations including California DTSC, US EPA, and US DOT as well as those specific requirements of the receiving facilities. PSC will provide pre-printed shipping documents available for review prior to shipment. Regular reports will include information from the collection event(s) and will cover an array of topics including basic waste volume and types, general participation rates, and program costs. PSC will prepare the California Integrated Waste Management Board CIWMB) Form 303 for each collection event. The Form 303 will be submitted with each invoicing package as well. PSC is pleased to provide both a hard copy and electronic copy of the Form 303. Statement of Experience PSC Overview PSC is a fully integrated resource recovery and industrial services company providing steel, copper and aluminum processing and recovery service, solid and liquid by- products recovery, and industrial and rernediation services throughout North America. PSC currently employs over 5,000 people and operates 120 facilities and offices across North America. e Page 120 City of Dublin Collection Service Agreement The PSC entity, which will service this project, is 21" Centurv EMI. a whollv owned subsidiary of PSC. The parent company, PSC, holds the overall insurance, bonding and liability coverages for the companies. Operationally, 21" Century EMI will provide Project Management and Waste Transportation Services. PSC operates the primary TSDF facilities to which the City's waste will be sent and initially processed, treated and recycled. PSC Transportation and Disposal Qualifications PSC will Philip Transportation & Remediation Inc. (PTR), a PSC company, as the primary transporter for the City of Dublin's Program. PTR has been building this transportation fleet since 1969 and is one of this country's safest hazardous waste transportation companies. PTR is licensed in all 50 United States. Disposal Facilities PSC treatment facilities carry all the necessary local, state, and federal permits, licenses, and certifications to manage the City of Dublin's household hazardous waste. As the owner and operator of a large network of Treatment and Recycling facilities, PSC guarantees that, once shipped, the waste will be accepted immediately off the transportation vehicle and managed as soon as possible thereafter. Primary Receiving Facilities PSC possesses extensive in-house capabilities for the consolidation, processing, treatment and recycling of hazardous waste. Waste will be recycled, treated or rendered non-hazardous within one receipt at our own treatment facilities. If waste requires final processing or disposal, PSC has contracts and relationships with all major firms and a number of specialty waste disposal firms throughout the United States. Upon request by the City, PSC will provide complete facility audit information including a detailed physical description of each primary receiving facility, its capabilities, materials accepted, licenses, permits, and compliance history. Secondary Receiving Facilities Once accepted into a PSC facility, wastes will be processed as soon as possible utilizing waste management hierarchy (Reduce, Reuse, Recycle, Fuel Blend, Treatment, Incinerate, Landfill) by treating and recycling as much waste as possible in the plant. If the materials cannot be managed in plant, such as those items requiring incineration or hazardous waste landfilling, they will be sent on to companies with which PSC has had long-standing relations and who have met our external audit requirements. The end disposal firms we use all have long-standing contracts with PSC Services. Each facility is audited on a routine basis and is approved for a specific end disposal function. PSC believes it is prudent to have at least two end disposal subcontractors for each disposal function to ensure both management capacity and variety of waste management options for our customer's waste. 5':[:)lI.·fr\:-'Ø\\~i Page 121 Collection Service Agreement List of Primary Facilities e Facility Location Facility Description EPA ID Number INGLEWOOD, CA 425 Isis Avenue Inglewood, CA 90301 RCRA Part B facility, with a bulk storage capacity of CAD 008-364-432 276,000 gallons and drum storage of 2,156 drums. This facility specializes in the recovery and blending of high purity halogenated solvents for the electronics and air- conditioning industries, KENT, WA 20245 77th Avenue South Kent, WA 98032 RCRA Part B facility, CERCLA approved, with bulk WAD 991-281-769 storage capacity of 500,000 gallons and drum storage of approximately 6,000 drums. This is PSC's primary facility for handling HHW and CESQG wastes in the Western United States. This facility provides consolidation of liquid and solid labpacks for treatment and incineration, sorting and processing of latex paint for recycling, automated consolidation of loosepack flammables, depressurization of aerosols and stabilization, FERN LEY 2095 Newlands Dr East Fernley, NV 89408 Fernley is a TSDF that manages wastewater, corrosives NVD 980-895-338 treatment and metals recovery. Insurance PSC will provide all required insurance coverage including additional insurer's listing, and bonding coverage. Page 122 City of Dublin Collection Service Agreement Exhibit 11 City of Dublin, CA Vehicle Specifications Garbage Collection Vehicles 1. Manufacturer and Model A. Cab and Chassis Auto Car B. Body Hell Automated C. Engine Cummis ISL 8.3 G D. Transmission Allison 3000 RDS 5spd 2. Number of Vehicles 3 3. Cab and Chassis: A. Cab Height 94 inches B. Walk-In Cab yes X no C. Number of Axles 2 e D. Dual Drive X yes no E. Overall Approximate Length With Body Mounted: 504 inches 4. Body: A. Type of Body (open-top, closed body, etc.) Heil Automated Closed Bodv B. Rated Capacity 33 cu.yd. C. Practical or Net Capacity 33 cu.yd. D. No. of Bins or Compartments N/A cu.yd. E, Net Capacity of Each Bin or Compartment N/A cu.yd. F. Overall Body Length - Overall 276 inches G. Body Height - Overall 142 inches H. Body Width - Overall 96 inches I. Loading Height Above Ground: Minimum N/ A Automated Arm inches Maximum N/ A Automated Arm inches J. Materials of Construction Steel K. Weight: GVW 58.000 Ibs Tare 17.750 Ibs t'Ò~-.···..:ÇL..~~~I() _·'-1 .)l~ lll Ø' Page 123 Collection Service Agreement 5. Will the vehicles be owned, leased, or other? 6. Purchase cost of each vehicle 7. Fuel type 8. Fuel usage 9. Emissions rating A. CO B, HC (total hydrocarbons) C, NO, D, Particulate Matter 10. Safety Features 11. Color Owned 281.683 CNG 5 Gas: 1.3 Diesel: 2.0 g/bh p/hr Gas: N/A Diesel: N/A g/bhp/hr Gas: N/A Diesel: N/A g/bhp/hr Gas: .01 Diesel: .10 g/bhp/hr Fullv Automated White & Green Page 124 City of Dublin mpg e Collection Service Agreement Exhibit 11 (Cont) City of Dublin, CA Vehicle Specifications Recyclables Collection Vehicles 1. Manufacturer and Model A. Cab and Chassis Auto Car B. Body Heil Automated C. Engine Cummis ISL 8.3 G D, Transmission Allison 3000 RDS 5 spd 2. Number of Vehicles 3 3, Cab and Chassis: A. Cab Height 94 inches B. Walk-In Cab yes X no C, Number of Axles 2 D, Dual Drive X yes no E. Overall Approximate Length With Body Mounted: 504 inches 4. Body: A. Type of Body (open-top, closed body, etc.) Heil Automated Closed B. Rated Capacity 33 cu.yd. C. Practical or Net Capacity 33 cu.yd. D. No. of Bins or Compartments N/A cu.yd. E. Net Capacity of Each Bin or Compartment N/A cu.yd. F. Overall Body Length - Overall 276 inches G. Body Height - Overall 142 inches H. Body Width - Overall 96 inches I, Type of Body Loading (manual, automated, etc.) N/A Automated Arm J, Loading Height Above Ground: Minimum N/A Maximum N/A inches inches K. Materials of Construction Steel c,,'C!:JX'k... t'u;rCij¡~+'i) Page 125 Collection Service Agreement L. Weight: GVW 58.000 5. Will the vehicles be owned, leased, or other? 6. Purchase cost of each vehicle 7. Fuel type 8. Fuel usage 9. Emissions rating A, CO B. HC (total hydrocarbons) C. NO, D. Particulate Matter 10, Safety Features 11. Color Ibs Tare 17,750 Owned Ibs 281,683 CNG 5 Gas: 1.3 Diesel: 2.0 Gas: N/A Diesel: N/A Gas: N/A Diesel: N/A Gas: .01 Diesel: .10 Fullv Automated White and Green g/bhp/hr g/bhp/hr g/bhp/hr g/bhp/hr Page 126 City of Dublin mpg e Collection Service Agreement Exhibit 11 (Cont) City of Dublin, CA Vehicle Specifications Organic Waste Collection Vehicles 1. Manufacturer and Model A, Cab and Chassis B. Body C. Engine D. Transmission 2. Number of Vehicles 3. Cab and Chassis: A, Cab Height B. Walk-In Cab C. Number of Axles D. Dual Drive Autocar Heil Automated Cummis ISL 8.3 G Allison 3000 RDS 5 spd 2 inches94 yes X 2 X yes no no E. Overall Approximate Length With Body Mounted: 504 4. Body: A. Type of Body (open-top, closed body, etc.) Heil Automated Closed B. Rated Capacity 33 C. Practical or Net Capacity 33 D. No. of Bins or Compartments N/A E. Net Capacity of Each Bin or Compartment N/A F, Overall Body Length - Overall 276 G. Body Height - Overall 142 H. Body Width - Overall 96 I. Type of Body Loading (manual, automated, etc.) N/A Automated Arm J. Loading Height Above Ground: Minimum N/A Maximum N/A inches cu.yd. cu.yd. cu.yd. cu,yd. inches inches inches inches inches K. Materials of Construction Steel tr- jlCjW.i$#Y Page 127 Collection Service Agreement L. Weight: GVW 58.000 5. Will the vehicles be owned, leased, or other? 6. Purchase cost of each vehicle 7. Fuel type 8. Fuel usage 9. Emissions rating A. CO B. HC (total hydrocarbons) C, NO, D. Particulate Matter 10. Safety Features 11. Color Ibs Tare 17.750 Owned 281,683 CNG 5 Ibs Gas: 1.3 Diesel: 2,0 Gas: N/A Diesel: N/A Gas: N/A Diesel: N/A Gas: .01 Diesel: .10 Fullv Automated White & Green g/bhp/hr g/bhp/hr g/bhp/hr g/bhp/hr Page 128 City of Dublin mpg recycling tonnage between the second (2nd) preceding calendar year and the preceding calendar year, as determined by adding the collection data for MFD and Commercial Recycling Service contained in the monthly recycling data reports described in Section 18.04.2. By way of illustration, the Calendar Year 2007 reported commercial recycling tonnage is 1,831.62, and the Calendar Year 2006 reported commercial recycling tonnage is 1,454.34. Therefore, the ATG factor used for the Agreement Year 2008-2009 adjustment to the Commercial Recycling Element is as follows: (1831.62 - 1454.34) /1454.34 = 0.2594. 5.05.7.3 Commercial Recyclino Compensation Element Adiustment. The annual Commercial Recycling Compensation Element adjustment shall be calculated by multiplying the Commercial Recycling Compensation Element times (one (1) plus the sum of the RRI factor and the ATG factor). For example, if the Commercial Recycling Compensation Element is $100,000, the RRI factor is .045 and the A TG factor is .12, the Commercial Recycling Compensation Element adjustment would be calculated using the following formula: 100,000 (1 + .045 + .12) = 116,500. 5.05.7.4 Commercial Recyclino Compensation Element. For Agreement Year 2008-2009, the Commercial Recycling Compensation Element shall be 205,130. The Commercial Recycling Compensation Element adjustment for the following Agreement Years shall be calculated with reference to this amount. Section 3.Section 10.02 of the Agreement is hereby amended to read as follows: 10.02 Commercial Waste Audits. CONTRACTOR'S full-time Recycling Coordinator shall develop an annual Commercial Waste audit plan and submit the plan to the CITY for review no later than August 1, 2008. Each year thereafter, the annual Commercial Waste Audit plan shall be submitted no later than July 1. The plan, as approved by the CITY, shall include information indicating each Commercial Service Unit's recycling potential and the savings probable from increasing recycling. Upon approval by the CITY, the annual plan shall be implemented by the CONTRACTOR. At a minimum the plan shall include the audit of at least two (2) and as many as five (5) Commercial Service Units per day depending on the needs of the commercial community. The audits shall be designed to analyze the amount of Recyclable Materials that is being deposited in Solid Waste bins and containers in order to develop an effective strategy for reducing the amount of Recyclable Materials so disposed. 10.02.01 Commercial Waste Audit Form. The CONTRACTOR shall develop a Commercial Waste Audit form and submit it to the CITY for approval. The form shall indicate the results of each Commercial Waste Audit performed. The Commercial Waste Audit form shall include, but not be limited to, the name of the Service Recipient, date of the Commercial Waste Audit, person conducting the Commercial Waste Audit, an estimate of the weight of Recyclable Materials and Commercial Organic Waste disposed of in Solid Waste bins and containers, and the probable savings a Service Recipient would realize by both increasing the use of the Commercial Recycling Service and the Commercial Organic Collection Service and decreasing the use of the Commercial Solid Waste Collection Service. Upon completion of each Commercial Waste Audit, a copy thereof shall be submitted to the corresponding Service Recipient. The CONTRACTOR shall t' EXHIBIT A FOURTH AMENDMENT TO THE COLLECTION SERVICE AGREEMENT BETWEEN THE CITY OF DUBLIN AND AMADOR VALLEY INDUSTRIES, LLC This Fourth Amendment to the Collection Service Agreement, dated as of June- ! , 2010 (the "Amendment") modifies and amends that certain "Collection Service Agreement," dated January 12, 2005, as previously amended (the Agreement"), between the City of Dublin ("CITY") and Amador Valley Industries, LLC CONTRACTOR"). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Agreement. Recitals WHEREAS, the Agreement sets forth the respective rights and obligations of the parties with respect to the Collection of Solid Waste and Organic Materials and grants CONTRACTOR an exclusive right to provide Collection Services within the Service Area; WHEREAS, on June 20, 2006, the parties executed a First Amendment to the Agreement in order to modify certain provisions in Exhibit 2 of the Agreement relating to the Compensation Adjustment Model; and WHEREAS, on June 17, 2008, the parties executed a Second Amendment to the Agreement in order to provide for: compensation to CONTRACTOR for the collection of Recyclable Materials produced by Commercial Service Units; to modify CONTRACTOR'S obligation to provide Large Item Collection Service to City Service Units; to require CONTRACTOR to perform a minimum of two waste audits per day; to require CONTRACTOR to increase its Commercial and MFD outreach and education programs and to perform at least twelve campaigns each Agreement Year and to require CONTRACTOR to submit an annual diversion plan for approval by the City each Agreement Year; and WHEREAS, on June 23, 2009, the parties executed a Third Amendment to the Agreement in order to modify certain indices used to calculate the RRI Factor, relating to the Compensation Adjustment Model; and WHEREAS, the parties desire to further amend the Agreement to modify the indices used to calculate the RRI Factor as listed in Exhibit 2, pages 78 and. 79, of the Collection Services Agreement; to increase the RRI factor cap from 5% to,10%; to modify the AG, AGT, and RRI Factors to clarify that negative values are not to be included in the compensation adjustment model; to clarify that all CITY facilities receive free City collection services; to modify the definition of Calculated Revenue to include commercial recycling bins; and to extend the term of the Agreement, all on the terms herein. Oe,. EXHIBI T THEREFORE, for good and valuable consideration,. the sufficiency. of which is hereby acknowledged, CITY and CONTRACTOR hereby agree to amend the. Agreement as follows: Section 1. Section 1.13 is hereby amended to read as follows: 1.13 City Service Unit. Those CITY properties or locations owned and operated by the CITY, including, but not limited to, Dublin Civic Center, Shannon Community Center, .Dublin Senior Center, Dublin Library, Dublin Corporation Yard, Dublin Fire Stations, and all City parks and recreation facilities. The CITY Service Unit shall not deposit dirt, rock, concrete, Exempt Waste or Construction and Demolition Debris in any collection containers provided as required under the conditions of the Agreement. Section 2. Article 2 is_hereby amended to read as follows: 2.01 Term. The term of this Agreement shall be for a fifteen (15) year period beginning July 1, 2005 and terminating once 3ZWO 2.02 Other Provisions. . The CITY may, at the end of the term of this Agreement, either renegotiate the terms and conditions of the Agreement with the current CONTRACTOR or request proposals from qualified contractors to provide Collection Services. Section 3. Section 4.04.1 is hereby amended to read as follows: 4.04.1 Franchise Fee. -The franchise fee shall be a percentage of CONTRACTOR'S gross revenue collected each month under the terms of this. Agreement. Gross revenue shall specifically include revenue received by the CONTRACTOR from any entity, including Federal, State, County or other local facilities within the Service Area for the provision of Collection Services by the CONTRACTOR. However, revenue received by the CONTRACTOR from the sale of recyclable materials and from related California Redemption Value. (CRV) payments shall not be considered as gross revenues for purpose of the calculation of franchise fees. The franchise fee percentage shall be sixteen and thirty-five-hundredths percent (16.35%) with respect to revenue received for Services performed by CONTRACTOR after June 30, 2010 and during the remaining term of this Agreement unless adjusted by the CITY. Section 4. . Section 4:04.2 is hereby amended to read as follows: 4.04.2 Administrative Fee. The administrative fee shall be a percentage of CONTRACTOR'S gross revenue collected each month under.the terms of this Agreement. Gross revenue shall specifically include revenue received . by the CONTRACTOR from any entity, including Federal, State, County or other local facilities within the Service Area for the provision of Collection Services by the CONTRACTOR: However, revenue received-by the CONTRACTOR from,the sale of recyclable"materials and from related CRV payments shall not be considered as gross revenues for purpose of the calculation of administrative fees. The administrative fee percentage shall be a XHIMDTA - seven percent (7.00%) with respect to revenue received for Services performed by CONTRACTOR after June 30, 2010 and during the remaining term of this Agreement unless adjusted by the CITY. Section 5. Section 5.05.1.1 is hereby amended to read as follows: 5.05.1.1 RRI Factor. Effective as of the adjustment of Service rates for July 1, 2010, the RRI factor shall be the lesser of ten percent (10%) or the sum of the weighted percentage change in the Annual Average of each RRI index number between the second (2"d) preceding calendar. year (the "Initial Index Number") and the preceding calendar year (the "Subsequent Index Number"), as contained in the most recent release of the source documents listed in Exhibit 2, ("Compensation Model") which is attached to and included in this Agreement. Therefore, the first RRI factor will be based on the percentage change between the Annual Average of the RRI indices for the year ended December 31, 2004 (the second (2nd) preceding calendar year)'and the Annual Average of the RRI indices for the year ended December '31, 2005, (the preceding calendar year). The RRI factor shall be calculated using the Compensation Model included in Exhibit 2. If, in any given-year, the weighted percentage change is a negative value, the.RRI factor shall be set at zero percent (0.00%) for that year. For the purpose of calculating Service rate adjustments, the Initial Index Number shall be the number used as the Subsequent Index Number when the service rate adjustment calculation was made the year before. Section 6. Section 5.05.1.2 is hereby amended to read as follows: 5.05.1.2 Annual Growth Factor. Effective as of the adjustment of. Service rates for July 1, 2010, the AG factor for each compensation adjustment shall be the percentage change in the beginning Calculated Revenue and the ending Calculated - Revenue. If, in any given year, the percentage change is a negative value, the AG factor shall be set at zero percent (0.00%) for that year. Section 7. Section 5.05.1.4 is hereby amended to read as follows: 5.05.1.4 Subsequent Calculations. Calculated Revenue shall be the sum of the product of the Collection Service census, data multiplied by 'the appropriate, Service rate. For the purpose of determining the AG factor for all subsequent compensation adjustments, beginning Calculated Revenue shall be calculated using the Collection Service census data as of the second (2nd) preceding January 1st and rates as of the preceding July 1st, and ending Calculated Revenue shall be calculated using the Collection Service census data as of the preceding December 31st and the rates as of the preceding July 1St. Therefore, to determine the AG factor for the July 1, 2007 compensation adjustment, beginning Calculated Revenue shall be calculated using the Collection Service census data as of January 1, 2006 and rates as of July 1 , 2006 and ending Calculated Revenue shall be calculated using the Collection Service census data as of December 31, 2006 and the rates as of July 1, 2006. For the purpose of determining the AG factor for the July 1, 2011 compensation.adjustment; and annually thereafter, the Service rates shall also include the imputed rates for multi-family and commercial recycling bins, which imputed rates EXi=h lT 6 shall be the same as the actual rates for the most comparable solid waste collection Service for such customers (by size of container and frequency of service)., and the Collection Service census data shall include census data for multi-family and commercial recycling bins. Section 8. Section 5.05.7.2 is hereby amended to read as follows: 5.05.7.2 Annual Tonnage Growth Factor. Effective as of the adjustment of Service rates for July 1, 2010, the ATG factor for each compensation adjustment shall be the percentage change in commercial recycling tonnage between the second 2"d) preceding calendar year and the preceding calendar year, as determined by adding the collection data for MFD and Commercial Recycling Service contained in the - monthly recycling data reports described in Section 18.04.2. By way of illustration,the Calendar Year 2007 reported commercial recycling tonnage is 1,831.62, and the Calendar Year 2006 reported commercial recycling tonnage is 1,454.34. Therefore, the ATG factor used for the Agreement Year 2008-2009 adjustment to the Commercial Recycling Element is as follows: (1831.62 - 1454.34) / 1454.34 =0.2594. If in any given year the percentage change is a negative value, the ATG factor shall be set at zero percent (0.00%) for that year.. Section 9. Section 5.12 is hereby amended to read as follows: 5.12 Calculation of Service Rates. CITY shall calculate, set and maintain service rates at a level, based on the revenue forecasted to be received by CONTRACTOR from charging such rates that ban reasonably be expected to provide compensation to the CONTRACTOR as calculated in Section 5.05 above. However, the calculation of forecasted revenue shall not include forecasts for multi-family or commercial recycling Services, or for Services provided to CITY. Section 10. Section 5.13.1 is hereby amended to read as follows: 5.13.1 Subsequent Calculations.. In preparing subsequent service rate calculations, CITY shall use either the census data as of the preceding December 31st or the most recent census data available as of any date after such December 31st. As part of the rate calculation process, CITY shall provide the rate calculations and assumptions to the CONTRACTOR for their review. However, authority to prepare and determine rate structures shall be at the sole discretion of the CITY Section 11. Section 11.01 is hereby amended to read as follows: 11.01 CITY Collection Services. These services will be governed by the following terms and conditions and shall be provided at no additional cost to the City: 11.01.1 Conditions of Service. The CONTRACTOR.shall provide CITY Solid Waste Collection Service, CITY Recycling Service,.CITY Organic Collection EX1=d1BiTA Service and Roll-Off Container Service to all CITY Service Units in the Service Area where the bins and carts are accessible as set forth.in Section 11.01.3. Section 12. Effective as of the adjustment of Service rates for July 1, 2010, the first two pages of Exhibit 2, on pages 78.through 79, of the Agreement are hereby deleted and replaced with new pages 78 through 79 to read as follows: EXhlET A Collection Service Agreement Exhibit 2 City of Dublin, CA Compensation Adjustment RRI Financial Statement Format . Operating Casts Labor: Series ID: Teamsters Union Local 70 Contract List all administrative, officer, operation and maintenance salary.accounts List all pension, benefits, and workers compensation insurance expenses. List payroll tax accounts directly related to the above salary accounts. Vehicle Replacement: Series ID: wpu141301 Transportation Equipment —Truck & Bus Bodies Sold Separately List all Collection and Collection related vehicle depreciation accounts. List all vehicle lease or rental accounts related to Collection or Collection related vehicles Vehicle Maintenance: Series ID: wpu11440378 Machinery & Equipment-Parts, Attachments and Accessories List all Collection and Collection related vehicle parts accounts. All Other: Series ID: cuura422sa0 Consumer Price Index - All Urban Consumers, as published and maintained by the United States Bureau of 'Labor Statistics for San Francisco-Oakland-San Jose, CA (1982-8.4=100) List all other expense accounts related to the services provided under this Agreement. This category includes all insurance including general liability, fire, truck damage, and extended coverage but excluding .workers compensation and employee group, insurance; rent on property, truck licenses and permits; real and personal property taxes; telephone and other utilities; employee uniforms; safety equipment; general yard repairs and maintenance; office supplies; postage;. trade association dues and subscriptions; advertising; and miscellaneous other expenses. Page 78 City of Dublin . Collection Service Agreement Exhibit 2 City of Dublin, CA Compensation Adjustment Model The annual compensation adjustment is calculated in accordance with the procedures set forth in Article 5 of the Collection Service Agreement. This exhibit isprovided as an example of how the individual calculations are used to develop the overall compensation and does not include actual data. Step Collection Compensation Element . 1 Calculate RRI Factor la Use model to Input current year indices Annual Average Calendar Year 12/31 Indices 2009 2010 2011 2012 Teamsters Union Local 70 Contract(summation of monthly . average per person of salary+benefits+pension) 5592.53 7188.08 • 7,559.70; 8003.45 Series ID:wpu141301 Transportation Equipment-Truck& . • Bus Bodies Sold Separately 169.7 171.40 173.60 174.60 Series ID:wpu11440378 Machinery&Equipment-Parts, - Attachments and Accessories 129.5 131.30 132.40 135.10 cuura422sa0 Consumer Price Index-All Urban Consumers' San Francisco-Oakland-San Jose,CA 180.2 189.90 193.00 196.40. . 1 b Model calculates%,chan &in current and rior ear indic s 41M„ 4 g_Ta Delta%Previous Year to Year Annual Average Calendar Year 12/31 2009 2010 2011 2012 Series ID:Teamsters Union Local 70 Contract 4 ti.` 28.53% 5.17% 5.87% Series ID:wpu141301 Transportation Equipment-Truck& atallgraal Bus Bodies Sold Separately 1.00% 2.30% 1.87% Series ID:wpu11440378 Machinery&Equipment-Parts Attachments and Accessories 4:0 ,. 1.39% 2.24% 2.89% Series ID:cuura422sa0 Consumer Price Index-All Urban i- Consumers-San Francisco-Oakland-San Jose,CA _ q.w i_Rg x; 4.04% . 5.33% 2.57% 1c Use;RRI;l:1j'ho Moduleto input COf TRACTOR financial data a ^ ., F Contractor Financial Data Annual Average Calendar Year 12/31 2009 2010 2011 2012 Labor j i „U $ 1,375,000 $1,443,750 $1,515,938 Vehicle Replacement garAftSSM - 248,000 $ 260,400 $ 273,420 Vehicle Maintenance 246,000 $ 258,300 $ 271,215 All Other t Otte. $ 2,779,000 $2,917,950 $3,063,848 4,648,000 $4,880,400 $5,124,420 1d :i0070e'I calcul'ates'weightirg;aetor.fareach,category r<. f am a ,6 M , x V^. =+ Contractor Weighting% Annual Average Calendar Year 12/31 2009 2010 2011 2012 Labor r 29.58% 29.58%29.58% Vehicle Replacement t;Vol 5.34% 5.34% 5.34% Vehicle Maintenance • Msg;Miaal 5.29% 5.29% 5.29% All Other a ,.. .` 59.79% 59.79%59.79% Total x.. ,T'S:: _;:c Q- 100.00%100.00% 100.00% 1 e Model multiplies index change(1b) by weighting factor(1d) RRI% Annual Average Calendar Year 12/31 2009 2010 2011 2012 Series ID:Teamsters Union Local 70 Contract 8.44% 1.53% 1.74% Series ID:wpu141301 Transportation Equipment-Truck& Bus Bodies Sold Separately 0.05% . 0.12% 0.10% Series ID:wpu11440378 Machinery&Equipment-Parts, Attachments and Accessories 0.07% 0.12% 0.15% Series ID:cuura422sa0 Consumer Price Index-All Urban Consumers-San Francisco-Oakland-San Jose,CA 1.81% 2.39% 1.15% RRI'Factor 10.37% 4.16% • 3.14% Allowed RRI-Factor 10.00% 4.16% 3.14% Page 79 E `HII GTA Section 13.. Exhibit 3 of the Agreement is hereby deleted. Section 14. In the event of a conflict between the Agreement and this Amendment, this Amendment will control. Except to the extent inconsistent with this Amendment, the Parties ratify,and confirm all of the terms and conditions of the Agreement. . IN WITNESS WHEREOF, the parties hereto have .caused this Amendment-to be executed as of the date and year first above written. CITY OF DUBLIN Dated: (,, ' v Br. 4..,0C Joni L. Pattillo . City Manager Attest: By: 6,„,„ 6 ,c7/6' Caroline Soto City Clerk APPROVED AS TO FORM: By: n D. Bakker City Attorney AMADOR VALLEY INDUSTRIES, LLC, a California Limited Liability Company 4Dated: 6 7 /e ms- , By: Its: FIFTH AMENDMENT TO THE COLLECTION SERVICE AGREEMENT BETWEEN THE CITY OF DUBLIN AND AMADOR VALLEY INDUSTRIES, LLC This Fifth Amendment to the Collection Service Agreement, dated as of July 1, 2012 (the "Amendment") modifies and amends that certain "Collection Service Agreement" between the City of Dublin ("CITY") and Amador Valley Industries, LLC CONTRACTOR") dated January 12, 2005, as previously amended by the Parties (the Agreement"). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Agreement. Recitals WHEREAS, the Agreement sets forth the respective rights and obligations of the parties with respect to the Collection of Solid Waste and Organic Materials and grants CONTRACTOR an exclusive right to provide Collection Services within the Service Area; WHEREAS, on June 20, 2006, the parties executed a First Amendment to the Agreement in order to modify certain provisions in Exhibit 2 of the Agreement relating to the Compensation Adjustment Model; and WHEREAS, on June 17, 2008, the parties executed a Second Amendment to the Agreement in order to provide for: compensation to CONTRACTOR for the collection of Recyclable Materials produced by Commercial Service Units; to modify CONTRACTOR'S obligation to provide Large Item Collection Service to City Service Units; to require CONTRACTOR to perform a minimum of two waste audits per day; to require CONTRACTOR to increase its Commercial and MFD outreach and education programs and to perform at least twelve campaigns each Agreement Year and to require CONTRACTOR to submit an annual diversion plan for approval by the City each Agreement Year; and WHEREAS, on June 23, 2009, the parties executed a Third Amendment to the Agreement in order to modify certain indices used to calculate the RRI Factor, relating to the Compensation Adjustment Model; and WHEREAS, on June 1, 2010, the parties executed a Fourth Amendment to the Agreement in order to modify certain indices used to calculate the RRI Factor as listed in Exhibit 2, pages 78 and 79, of the Collection Services Agreement; to increase the RRI factor cap from 5% to 10%; to modify the AG, AGT, and RRI Factors to clarify that negative values are not to be included in the compensation adjustment model; to clarify that all CITY facilities receive free City collection services; to modify the definition of Calculated Revenue to include commercial recycling bins; and to extend the term of the Agreement; and 1 WHEREAS, CONTRACTOR has offered to make a continuing community benefit payment to an organization selected by the City as a means of contributing to the community it serves pursuant to this Agreement; and WHEREAS, the parties desire to further amend the Agreement to reflect the offered community benefit payment; incorporate Construction and Demolition Debris Collection Services into the Agreement; reduce the cost of Collection Services for the Dublin Unified School District; and bundle 50% of the cost of Commercial Organics Collection Services and 100% of the cost of Dublin Unified School District Organics Collection Services within the solid waste rate structure. NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, CITY and CONTRACTOR hereby agree to amend the Agreement as follows: Section 1. Article 1 is hereby amended to read as follows: For the purpose of this Collection Services Agreement, hereinafter referred to as Agreement," the definitions contained in this Article shall apply unless otherwise specifically stated. If a word or phrase is not defined in this Article, the definition of such word or phrase as contained in Chapter 5.32 of the Dublin Municipal Code shall control. When not inconsistent with the context, words used in the present tense include the future, words in the plural include the singular, and words in the singular include the plural. Use of the masculine gender shall include the feminine gender. 1.01 AB 939. The California Integrated Waste Management Act (California Public Resources Code Sections 40000 et al.), as amended from time to time. 1.02 Agreement. The written document and all amendments thereto, between the CITY and the CONTRACTOR, governing the provision of Collection Services as provided herein. 1.03 Agreement Year. Each twelve (12) month period from July 1st to June 30th, beginning July 1, 2005. 1.04 Alternative Daily Cover (ADC). Disposal Facility cover material, other than Organic Waste and at least six (6) inches of earthen material, placed on the surface of the active face of the refuse fill area at the end of each operating day to control vectors, fires, odor, blowing litter and scavenging, as defined in Section 20164 of the California Code of Regulations. 1.05 Biohazardous or Biomedical Waste.Any waste which may cause disease or reasonably be suspected of harboring pathogenic organisms; included are waste resulting from the operation of medical clinics, hospitals, and other facilities processing wastes which may consist of, but are not limited to, human and animal parts, contaminated bandages, pathological specimens, hypodermic needles, sharps, contaminated clothing and surgical gloves. 2 1.06 Brown Goods. Electronic equipment such as stereos, televisions, VCR's, PDA's, telephones, and other similar items not containing cathode ray tubes CRTs). 1.07 Business Service Unit. All retail, professional, wholesale and industrial facilities, and other commercial enterprises offering goods or services to the public. 1.08 CITY. The City of Dublin, California. 1.09 City Collection Service. City Solid Waste Collection Service, City Recycling Service, City Organic Collection Service, Large Item Collection Service, Neighborhood Cleanup Service, and Special Event Collection Service. 1.10 City Organic Collection Service. The Collection of Organic Waste, by the CONTRACTOR, from City Service Units in the Service Area and the delivery of that Organic Waste to an Organics Processing Facility. 1.11 City Recycling Service. The Collection of Recyclable Materials, by the CONTRACTOR, from City Service Units in the Service Area and the delivery of those Recyclable Materials to a Materials Recovery Facility. 1.12 City Representative. That person, or their designee, designated by the CITY to administer and monitor the provisions of this Agreement. 1.13 City Service Unit. Those CITY properties or locations owned and operated by the CITY including, but not limited to, Dublin Civic Center, Shannon Community Center, Dublin Senior Center, Dublin Library, Dublin Corporation Yard, Dublin Fire Stations, and all City parks and recreation facilities. The City Service Unit shall not deposit dirt, rock, concrete, or Exempt Waste in any collection containers provided as required under the conditions of this Agreement. 1.14 City Waste. Solid Waste, Green Waste, Organic Waste and Large Items resulting from the normal activities of a City Service Unit. City Waste must be generated by and at the City Service Unit where the City Waste is Collected and does not include items defined herein as Exempt Waste. 1.15 City Solid Waste Collection Service. The Collection of Solid Waste by the CONTRACTOR, from City Service Units in the Service Area, and the delivery of that Solid Waste to a Disposal Facility. 1.16 Collection. The process whereby Residential Waste, Commercial Waste, City Waste, C&D Debris, DUSD Waste, and Recyclable Materials are removed and transported to a Disposal Facility, Organics Processing Facility, Green Waste Processing Facility, Materials Recovery Facility, or other processing or recycling facility as appropriate and approved by the City, which is lawfully authorized to accept such materials. 1.17 Collection Service. SFD Collection Service, MFD Collection Service, City Collection Service, Commercial Collection Service, DUSD Collection Service, and C&D Debris Collection Service. 1.18 Commercial Collection Service. Commercial Solid Waste Collection Service, Commercial Recycling Service, and Commercial Organic Collection Service. 3 1.19 Commercial Organic Collection Service. The Collection of Commercial Organic Waste from Commercial Service Units and Commercial Organic Service Units and the delivery of the Commercial Organic Waste to an Organics Processing Facility. 1.20 Commercial Organic Service Unit. Commercial Organic Waste generators who are not Commercial Service Units, such as government facilities, including, but not limited to, Parks, Reserve Forces Training Areas and Santa Rita Jail, and all private schools both public and private in the Service Area, but excluding all City Service Units and DUSD Service Units. 1.21 Commercial Organic Waste. Green Waste, food scraps and trimmings from food preparation, including but not limited to; fruit and vegetable waste, grain waste, dairy waste, Stable Matter, meat and fish waste, and such items as non- recyclable or contaminated paper such as pizza boxes, take-out food cartons cardboard), paper towels, waxed cardboard, wooden packaging such as crates and untreated and unpainted wallboard, etc. that are separated at the source of generation for inclusion in the Commercial Organic Collection Service program. 1.22 Commercial Recycling Service. The Collection of Recyclable Materials, by the CONTRACTOR, from Commercial Service Units in the Service Area, the delivery of those Recyclable Materials to a Materials Recovery Facility and the processing and marketing of those Recyclable Materials. 1.23 Commercial Service Unit. Business Service Units, and Mixed Use Dwellings that utilize a Garbage Cart or Bin for the accumulation and set-out of Solid Waste. 1.24 Commercial Solid Waste Collection Service. The Collection of Solid Waste by the CONTRACTOR, from Commercial Service Units in the Service Area, and the delivery of that Solid Waste to a Disposal Facility. 1.25 Commercial Waste. Solid Waste and Commercial Organic Waste generated by and at a Commercial Service Unit. 1.26 Compactor. Any Roll-Off Container or bin which has a compaction mechanism, whether stationary or mobile. 1.27 Composting. The controlled biological decomposition of Organic Waste into a specific mixture of decayed organic matter used for fertilizing or soil conditioning. 1.28 Construction and Demolition ("C&D") Debris. Used or discarded materials resulting from construction, remodeling, repair or demolition operations on any pavement, house, commercial building, or other structure and such other materials as may be removed during the normal cleanup process of such construction, remodeling, repair, or demolition operations. 1.29 Construction and Demolition ("C&D") Debris Box. A detachable container of up to fifty (50) cubic yards used for the collection of C&D Debris, which is designed to be transported to, and left on the ground on or adjacent to, the property where the C&D Debris is generated. 4 1.30 Construction and Demolition ("C&D") Debris Collection Service. The Collection of C&D Debris from C&D Service Units in the Service Area and the delivery of that material to an appropriate facility. 1.31 Construction and Demolition ("C&D") Service Unit. All residential, business, or development sites within the Service Area that generate C&D Debris. 1.32 CONTRACTOR. Amador Valley Industries, LLC. 1.33 County. Alameda County, California. 1.34 Disposal Services. The final processing and disposition of Solid Waste Collected under the terms of this Agreement. 1.35 Disposal Contractor. The entity who has obtained from the CITY an Agreement to provide Disposal Services. 1.36 Disposal Facility. The Altamont Landfill owned by Waste Management of Alameda County, Inc., located in Alameda County or such place or places specifically designated by the CITY for the disposal, or processing as appropriate, of Solid Waste and other materials as appropriate. 1.37 Dwelling Unit. Any individual living unit in a single family dwelling (SFD) or multi-family dwelling (MFD) structure or building intended for, or capable of being utilized for, residential living other than a Hotel or Motel. 1.38 Dublin Unified School District (DUSD) Collection Service. The Collection of DUSD Waste from DUSD Service Units in the Service Area and the delivery of that material to an appropriate facility. 1.39 Dublin Unified School District (DUSD) Organic Waste. Green Waste, compostable food trays, food scraps and trimmings from food preparation/consumption, fruit and vegetable waste, Stable Matter, contaminated paper such as pizza boxes, take-out food cartons (cardboard), paper towels, etc. that are generated by DUSD Service Units and that are separated at the source of generation. 1.40 Dublin Unified School District (DUSD) Organic Waste Collection Service. The Collection of DUSD Organic Waste from DUSD Service Units in the Service Area and the delivery of that material to an appropriate facility. 1.41 Dublin Unified School District (DUSD) Service Unit. All schools and facilities owned and operated by the Dublin Unified School District. 1.42 Dublin Unified School District (DUSD) Waste. Solid Waste, Recyclable Materials, C&D Debris and DUSD Organic Waste generated by and at a DUSD Service Unit. 1.43 Dublin Unified School District (DUSD) Solid Waste Collection Service. The Collection of Solid Waste from DUSD Service Units in the Service Area and the delivery of that material to an appropriate facility. 1.44 E-Waste. Discarded electronics equipment such as cell phones, computers, monitors, televisions, and other items containing cathode ray tubes (CRTs). 5 1.45 Exempt Waste. Biohazardous or Biomedical Waste, Hazardous Waste, Household Hazardous Waste, Sludge, Green Waste or lumber that is more than five (5) feet in length in its longest dimension or two (2) feet in diameter, soil and dirt, concrete, asphalt, automobiles, automobile parts, boats, boat parts, boat trailers, internal combustion engines, lead-acid batteries, and those wastes under the control of the Nuclear Regulatory Commission. Exempt Waste does not include Used Oil, Used Oil Filters, C&D Debris, or household batteries when placed for Collection as set forth in this Agreement or as otherwise directed by the CITY. 1.46 Garbage. All putrescible waste which generally includes, but is not limited to, kitchen and table food waste, animal, vegetative, food or any organic waste that is attendant with, or results from the storage, preparation, cooking or handling of food materials attributed to normal activities of a Service Unit. Garbage must be generated by and at the Service Unit where the Garbage is Collected. Garbage does not include those items defined herein as Residential Organic Waste, DUSD Organic Waste, Commercial Organic Waste, C&D Debris, or Exempt Waste. 1.47 Garbage Bin. A metal or plastic container, with a capacity of one (1) cubic yard up to and including eight (8) cubic yards, designed or intended to be mechanically dumped into a loader packer type garbage truck, that is approved for such purpose by the CITY. Garbage Bins may also include Compactors that are owned by the MFD or Commercial Service Unit where the MFD or Commercial Collection Service occurs. 1.48 Garbage Cart. A heavy plastic receptacle with a rated capacity of at least thirty-two (32) and not more than ninety-six (96) gallons, having a hinged tight-fitting lid and wheels, that is approved by the City Representative for use by Service Recipients for Collection Services under this Agreement. 1.49 Green Waste. Any vegetative matter resulting from normal yard and landscaping maintenance that is not more than three (3) feet in its longest dimension or six (6) inches in diameter and fits in the Organic Waste Cart utilized by the Service Recipient. Green Waste includes plant debris, such as Palm, Yucca and Cactus, grass clippings, leaves, pruning, weeds, branches, brush, Christmas trees, and other forms of vegetative waste and must be generated by and at the Service Unit where the Green Waste is Collected. Green Waste does not include items herein defined as Exempt Waste. 1.50 Green Waste Processing Facility. Any facility, selected by the CONTRACTOR and approved by the CITY, or specifically designated by the CITY, that is designed, operated and legally permitted for the purpose of receiving, and processing Green Waste and Large Green Waste. 1.51 Hazardous Waste. Any material which is defined as a hazardous waste under California or United States law or any regulations promulgated pursuant to such law, as such law or regulations may be amended from time to time. 1.52 Household Hazardous Waste. Any Hazardous Waste generated at an SFD or MFD Service Unit. 1.53 Hotel or Motel. A structure or building unit(s) capable of being utilized for residential living where such unit or a group of such units is regularly rented to 6 transients or held out or advertised to the public as a place regularly rented to transients for periods of seven (7) days or less. To meet this definition, the Hotel or Motel must be licensed to operate as such. 1.54 Large Items. Those materials including furniture; carpets; mattresses; White Goods; Brown Goods; E-Waste; clothing; tires without rims; Large Green Waste; or some combination of such items in a container the dimensions of which container do not exceed four feet by four feet by two feet (4'x4'x2') and weighing no more than sixty 60) pounds, which are attributed to the normal activities of a SFD, MFD, or City Service Unit. Large Items must be generated by and at the Service Unit where the Large Items are Collected. Large Items do not include items herein defined as Exempt Waste. 1.55 Large Green Waste. Oversized Green Waste such as tree trunks and branches with a diameter of not less than six (6) inches and not more than two (2) feet and a length of not more than five (5) feet in its longest dimension, which are attributed to the normal activities of a SFD, MFD, or City Service Unit. Large Green Waste must be generated by and at the Service Unit where the Large Green Waste is Collected. 1.56 Large Item Collection Service. The periodic on-call Collection of Large Items, by the CONTRACTOR, from Service Units in the Service Area and the delivery of those Large Items to a Disposal Facility, Materials Recovery Facility, Green Waste Processing Facility or such other facility as may be appropriate under the terms of this Agreement. Large Item Collection Service does not include the Collection of Large Items through the use of Roll-Off Containers or C&D Debris Boxes. 1.57 Materials Recovery Facility (MRF). Any facility, selected by the CONTRACTOR and approved by the CITY, or specifically designated by the CITY, designed, operated, and legally permitted for the purpose of receiving, sorting, processing, storing, or preparing Recyclable Materials for sale. CONTRACTOR has selected, and CITY has approved, the use of the Pleasanton Transfer Station and Materials Recovery Facility in Pleasanton, the Alameda County Industries facility in San Leandro, the Fremont Recycling and Transfer Station (BLT) in Fremont, and the Tracy Materials Recovery and Solid Waste Transfer, Inc. facility in Tracy. 1.58 MFD Collection Service. MFD Solid Waste Collection Service, MFD Recycling Service, Large Item Collection Service, and Used Oil Collection Service. 1.59 MFD Recycling Service. The Collection of Recyclable Materials, by the CONTRACTOR, from MFD Service Units in the Service Area, the delivery of those Recyclable Materials to a Materials Recovery Facility and the processing and marketing of those Recyclable Materials. 1.60 MFD Service Unit. Any combination of Dwelling Units in the Service Area utilizing a common Garbage Bin for the accumulation and set-out of Solid Waste. 1.61 MFD Solid Waste Collection Service. The Collection of Solid Waste, by the CONTRACTOR, from MFD Service Units in the Service Area and the delivery of that Solid Waste to a Disposal Facility, 1.62 Minimum SFD Collection Service. The CITY mandatory service level for SFD Service Units whose costs are collected by the CITY on the annual property tax bill. 7 1.63 Mixed Use Dwelling. A building or structure which contains at least one 1) Business Service Unit and at least one (1) Dwelling Unit and utilizes a common Garbage Bin or Garbage Cart for the accumulation and Collection of Solid Waste. 1.64 Neighborhood Cleanup Service. The periodic Collection of Large Items and Green Waste using Roll-Off Containers by the CONTRACTOR resulting from CITY sponsored special clean-up program events. Such Collection by the CONTRACTOR shall be limited to the equivalent of four hundred eighty (480) cubic yards in any Agreement Year. 1.65 Non-Collection Notice. A form developed and used by the CONTRACTOR, as approved by the CITY, to notify Service Recipients of the reason for non-collection of materials set out by the Service Recipient for Collection by CONTRACTOR pursuant to this Agreement. 1.66 Organic Waste. Commercial Organic Waste, DUSD Organic Waste, and Residential Organic Waste. 1.67 Organic Waste Bin. A metal or plastic container, with a capacity of one (1) cubic yard up to and including eight (8) cubic yards, designed or intended to be mechanically dumped into a loader packer type truck, that is approved for such purpose by the CITY. 1.68 Organic Waste Cart. A heavy plastic receptacle with a rated capacity not exceeding ninety-six (96) gallons, having a hinged tight-fitting lid, and wheels, that is approved for such purpose by the CITY and is appropriately labeled as an Organic Waste Cart. 1.69 Organic Waste Processing Facility. Any facility, selected by the CONTRACTOR and approved by the CITY, or specifically designated by the CITY, designed, operated, and legally permitted for the purpose of receiving, sorting, processing, storing, or preparing for sale, Organic Waste. CONTRACTOR has selected, and CITY has approved the use of the Grover facility in Vernalis, the Z-Best facility in Gilroy, and the ACWMA/Materials Recovery Industries facility (once completed) in Sunol. 1.70 Recyclable Materials. Those materials which are capable of being recycled and which would otherwise be processed or disposed of as Solid Waste. Recyclable Materials include those materials defined by the CITY, including newsprint including inserts); mixed paper (including magazines, catalogs, envelopes, junk mail, corrugated cardboard, brown bags and paper, paperboard, paper egg cartons, office ledger paper, and telephone books); glass containers; aluminum beverage containers; small scrap and cast aluminum (not exceeding forty (40) pounds in weight nor two (2) feet in any dimension for any single item); steel including "tin" cans, aerosol cans empty, non-toxic products) and small scrap (not exceeding forty (40) pounds in weight nor two (2) feet in any dimension for any single item); bimetal containers; plastic bottles 1-7); aluminum foil and pans; dry cell household batteries when contained in a sealed heavy-duty plastic bag; and those materials added by the CONTRACTOR from time to time. 8 1.71 Recycling Bin. A plastic or metal container, with a capacity of one (1) cubic yard up to and including eight (8) cubic yards, designed or intended to be mechanically dumped into a loader packer type recycling truck, that is approved for such purpose by the CITY and is appropriately labeled as a Recycling Bin. 1.72 Recycling Cart. A heavy plastic receptacle with a rated capacity of at least thirty-two (32) gallons and not more than ninety-six (96) gallons, having a hinged tight- fitting lid, and wheels, that is approved for such purpose by the CITY and is appropriately labeled as a Recycling Cart. 1.73 Residential Organic Waste. Green Waste, food scraps and trimmings from food preparation, fruit and vegetable waste, Stable Matter, contaminated paper such as pizza boxes, take-out food cartons (cardboard), paper towels, etc. that are separated at the source of generation for inclusion in the SFD Organic Collection Service program. 1.74 Residential Waste. Solid Waste, Green Waste, Residential Organic Waste, Large Items, Used Oil, and Used Oil Filters resulting from the normal activities of a SFD or MFD Service Unit. Residential Waste must be generated by and at the SFD or MFD Service Unit where the Residential Waste is Collected and does not include items defined herein as Exempt Waste. 1.75 Roll-Off Container. A metal container that is normally loaded onto a motor vehicle and transported to an appropriate facility. 1.76 Rubbish. All refuse, accumulation of paper, excelsior, rags, wooden boxes and containers, sweep-ups and all other accumulations of a nature other than Garbage and Organic Waste, resulting from the normal activities of a Service Unit. Rubbish must be generated by and at the Service Unit where the Rubbish is Collected. Rubbish does not include items herein defined as Exempt Waste. 1.77 Service Area. That area within the corporate limits of the City of Dublin. 1.78 Service Recipient. An individual or company receiving Collection Service. 1.79 Service Unit. SFD Service Units, MFD Service Units, City Service Units, Commercial Service Units, Commercial Organic Service Units, DUSD Service Units, and C&D Service Units. 1.80 SFD Collection Service. SFD Solid Waste Collection Service, SFD Recycling Service, SFD Organic Collection Service, Large Item Collection Service, and Used Oil Collection Service. 1.81 SFD Organic Collection Service. The Collection of Residential Organic Waste by the CONTRACTOR from SFD Service Units in the Service Area, the delivery of that Residential Organic Waste to an Organic Waste Processing Facility and the processing and marketing of that Residential Organic Waste. 1.82 SFD Recycling Service. The Collection of Recyclable Materials by the CONTRACTOR from SFD Service Units in the Service Area, the delivery of those Recyclable Materials to a Materials Recovery Facility and the processing and marketing of those Recyclable Materials. 9 1.83 SFD Solid Waste Collection Service. The Collection of Solid Waste, by the CONTRACTOR, from SFD Service Units in the Service Area and the delivery of that Solid Waste to a Disposal Facility. 1.84 SFD Service Unit. Any Dwelling Unit in the Service Area utilizing a Garbage Cart, or any combination of Dwelling Units sharing Garbage Carts, for the accumulation and set out of Solid Waste. 1.85 Sludge. The accumulated solids, residues, and precipitates generated as a result of waste treatment or processing, including wastewater treatment, water supply treatment, or operation of an air pollution control facility, and mixed liquids and solids pumped from septic tanks, grease traps, privies, or similar disposal appurtenances or any other such waste having similar characteristics or effects. 1.86 Special Event Collection Service. The Collection of Solid Waste, Recyclable Materials and other materials as appropriate at City-sponsored special events. 1.87 Solid Waste. Garbage and Rubbish resulting from the normal activities of a Service Unit. Solid Waste must be generated by and at the Service Unit where the Solid Waste is Collected and does not include items defined herein as Exempt Waste. 1.88 Stable Matter. Manure and other waste matter normally accumulated in stables or in livestock or poultry enclosures. 1.89 Used Oil. Any oil that has been refined from crude oil or has been synthetically produced, and is no longer useful to the Service Recipient because of extended storage, spillage or contamination with non-hazardous impurities such as dirt or water; or has been used and as a result of such use has been contaminated with physical or chemical impurities. Used Oil must be generated by and at the SFD or MFD Service Unit where the Used Oil is Collected. Used Oil does not include transmission fluid. 1.90 Used Oil Collection Service. The Collection of Used Oil in Used Oil Containers and Used Oil Filters in Used Oil Filter Containers, by the CONTRACTOR, from Service Units in the Service Area utilizing Used Oil and Filter Containers for the accumulation and set-out of Used Oil and Used Oil Filters and the appropriate disposition of the Used Oil and Used Oil Filters in accordance with the requirements of this Agreement. 1.91 Used Oil Container. A plain copoly container provided by the CONTRACTOR for the accumulation of Used Oil that is at least four (4) quarts in capacity, leak-proof, has a screw-on lid and has a label designating it for use as a Used Oil Container. 1.92 Used Oil Filter. Any oil filter that is no longer useful to the Service Recipient because of extended storage, spillage or contamination with non-hazardous impurities such as dirt or water; or has been used and as a result of such use has been contaminated with physical or chemical impurities. Used Oil Filters must be generated by and at the SFD or MFD Service Unit where the Used Oil Filter is Collected. 10 1.93 Used Oil Filter Container. A six (6) mil poly bag with double track seal with dimensions of at least fourteen and one-half (14.5) inches by eight (8) inches with a one and one-quarter (1%) inch diameter hole above the seal provided by the CONTRACTOR for the accumulation of Used Oil Filters that has a label designating it for use as a Used Oil Filter Container. 1.94 White Goods. Discarded refrigerators, ranges, water heaters, freezers, and other similar household appliances. 1.95 Work Day. Any day, Monday through Saturday that is not a holiday as set forth in Section 3.09 of this Agreement. Section 2. Section 3.02.2 is hereby amended to read as follows: 3.02.2 Solid Waste, Recyclable Materials, Large Items or Organic Waste, which is removed from any SFD Service Unit, MFD Service Unit, Commercial Service Unit, DUSD Service Unit, C&D Service Unit, or City Service Unit and which is transported personally by the owner or occupant of such premises (or by his or her full- time employees) to a processing or Disposal Facility as allowed in Dublin Municipal Code section 5.32.150; Section 3. Section 3.02.07 is hereby amended to read as follows: 3.02.7 [Deleted]; Section 4. Section 3.02.12 is hereby amended to read as follows: 3.02.12 Residential Waste, Commercial Waste, City Waste or Recyclable Materials that are removed from a premises by a company through the performance of a service that the CONTRACTOR has elected not to provide; Section 5. Section 3.02.13 is hereby added to read as follows: 3.02.13 The collection and removal of C&D Debris in accordance with Dublin Municipal Code section 5.32.130. Section 6. Section 3.03 is hereby amended to read as follows: 3.03 CONTRACTOR acknowledges and agrees that the CITY may permit other persons besides the CONTRACTOR to Collect any and all types of materials excluded from the scope of this Agreement, as set forth above, without seeking or obtaining approval of CONTRACTOR. If CONTRACTOR can produce evidence that other persons are servicing Collection containers or are Collecting Solid Waste, Recyclable Materials, Large Items, C&D Debris, and/or Organic Waste in a manner that is not consistent with the CITY'S Municipal Code or this Agreement, it shall report the location, the name and phone number of the person or company to the CITY along with CONTRACTOR'S evidence of the violation of the exclusiveness of this 11 Agreement and CITY shall take appropriate action to enforce the Code and this Agreement. 3.03.1 The scope of this Agreement shall be interpreted to be consistent with applicable law, now and during the term of the Agreement. If future judicial interpretations of current law or new laws, regulations, or judicial interpretations limit the ability of the CITY to lawfully provide for the scope of services as specifically set forth herein, CONTRACTOR agrees that the scope of the Agreement will be limited to those services and materials which may be lawfully provided and that the CITY shall not be responsible for any lost profits or losses claimed by CONTRACTOR to arise out of limitations of the scope of the Agreement set forth herein. In such an event, it shall be the responsibility of CONTRACTOR to minimize the financial impact of such future judicial interpretations or new laws. Section 7. Section 3.05.2 is hereby amended to read as follows: 3.05.2 Commercial, DUSD, C&D Debris, and City Collection Service shall be provided, commencing no earlier than 4:00 a.m., provided the property is a minimum of two hundred (200) feet from residential property, and terminating no later than 9:00 p.m., Monday through Friday with service on Saturday starting no earlier than 7:30 a.m. The hours, days, or both of Collection may be extended due to extraordinary circumstances or conditions with the prior written consent of the City Representative Section 8. Section 3.06 is hereby amended to read as follows: 3.06 Manner of Collection. The CONTRACTOR shall provide Collection Service with as little disturbance as possible and shall leave any cart, bin, or C&D Debris Box in an upright position at the same point it was Collected without obstructing alleys, roadways, driveways, sidewalks or mail boxes. Section 9. Section 3.07.7 is hereby amended to read to read as follows: 3.07.7 Ownership of Roll-Off Containers and C&D Debris Boxes. Ownership of Roll-Off Containers and C&D Debris Boxes distributed by the CONTRACTOR shall rest with the CONTRACTOR except in the case of the termination of the Agreement prior to the expiration of the initial term or optional extension term due to the default of the CONTRACTOR. Under such circumstances, the CITY shall have the right to take possession of the containers and shall retain such possession until satisfactory arrangements can be made to provide Collection Services using other equipment. Such time of possession shall not be limited and regardless of the time of possession there shall be no monies owing to the CONTRACTOR from the CITY for the use of the equipment. Upon the receipt of written notice from the CITY, CONTRACTOR shall submit to the City Representative an inventory of containers, including their locations. 12 Section 10. Section 3.10.2 is hereby amended to read to read as follows: 3.10.2 Materials Recovery Facility. All Recyclable Materials and C&D Debris Collected as a result of performing Recycling or C&D Debris Collection Services shall be delivered to a Materials Recovery Facility (MRF). In the event the MRF is closed on a Work Day, the CONTRACTOR shall transport and deliver the Recyclable Material to such other legally permitted MRF as is approved by CITY. Failure to comply with this provision shall result in the levy of liquidated damages as specified in Article 22 of this Agreement and may result in the CONTRACTOR being in default under this Agreement. Section 11. Section 3.13 is hereby amended to read to read as follows: 3.13 Handy Hauler, C&D Debris Box, and Roll-Off Container Service. CONTRACTOR shall provide "Handy Hauler" bin service, C&D Debris Box, and Roll-Off Container service for the Collection of non-hazardous materials at the service rates set by the CITY under the terms of this Agreement. CONTRACTOR shall deliver and pick- up the bins and containers at the direction of the Service Recipient. The bins and containers shall be clean, free of graffiti and in good repair. The bins and containers must be clearly marked and identifiable as belonging to CONTRACTOR. Special consideration shall be given when determining the delivery and pickup area for the bins and containers to ensure that the flow of traffic is not impeded and that it does not result in aesthetic degradation of an area. If the Service Recipient and the CONTRACTOR cannot agree on a delivery and pick up area, the area shall be determined by the CITY. In addition, if, in the opinion of the CITY the delivery and pick-up area is inappropriate, CITY may require the CONTRACTOR to relocate the bin or container. Section 12. Section 3.15.4 is hereby added to read to read as follows: 3.15.4 C&D Debris. CONTRACTOR shall not at any time commingle C&D Debris Collected pursuant to this Agreement, with any other material Collected by CONTRACTOR inside or outside the City of Dublin without the express prior written authorization of the City Representative. Section 13. Section 3.16 is hereby amended to read to read as follows: 3.16 Spillage and Litter. The CONTRACTOR shall not litter premises in the process of providing Collection Services or while its vehicles are on the road. The CONTRACTOR shall transport all materials Collected under the terms of this Agreement in such a manner as to prevent the spilling or blowing of such materials from the CONTRACTOR'S vehicle. The CONTRACTOR shall exercise all reasonable care and diligence in providing Collection Services so as to prevent spilling or dropping of Residential Waste, Commercial Waste, City Waste, DUSD Waste, C&D Debris, or Recyclable Materials and shall immediately, at the time of occurrence, clean up such spilled or dropped materials. 3.16.1 The CONTRACTOR shall not be responsible for cleaning up sanitary conditions caused by the carelessness of the Service Recipient; however, the 13 CONTRACTOR shall clean up any material or residue that are spilled or scattered by the CONTRACTOR or its employees. 3.16.2 Equipment oil, hydraulic fluids, spilled paint, or any other liquid or debris resulting from the CONTRACTOR'S operations or equipment repair shall be covered immediately with an absorptive material and removed from the street surface. When necessary, CONTRACTOR shall apply a suitable cleaning agent to the street surface to provide adequate cleaning. 3.16.3 The above paragraphs notwithstanding, CONTRACTOR shall clean up any spillage or litter caused by CONTRACTOR within two (2) hours upon notice from the CITY. 3.16.4 To facilitate such cleanup, CONTRACTOR'S vehicles shall at all times carry sufficient quantities of petroleum absorbent materials along with a broom and shovel. Section 14. Section 3.17.1 is hereby amended to read to read as follows: 3.17.1 Title to Residential Waste, Commercial Waste, City Waste, DUSD Waste, C&D Debris, and Recyclable Materials shall pass to CONTRACTOR at such time as said materials are placed in the generator or CONTRACTOR'S receptacle, including, without limitation, C&D Debris Box, Compactor, Garbage Bin, Garbage Cart, Organic Waste Bin, Organic Waste Cart, Recycling Bin, Recycling Cart or Roll-Off Container. Section 15. Section 4.01.3.2 is hereby amended to read as follows: 4.01.3.2 MFD, C&D, and Commercial Service Units. The CONTRACTOR shall be responsible for the billing and collection of payments for MFD, C&D, DUSD, and Commercial Collection Services within the Service Area. Such billing shall be provided to the customers monthly in advance, except for C&D and Commercial Collection Services and MFD bin service, which will be billed in arrears. Notwithstanding the preceding provision, the CONTRACTOR shall not bill for City Collection Services. Section 16. Section 4.04 is hereby amended to read as follows: 4.04 CONTRACTOR'S Payments to CITY. CONTRACTOR shall make payment to the CITY of a franchise fee, administrative fee and such other fees as may be specified in this Section 4.04. Except as otherwise provided in Section 4.04.3, payment to the CITY shall be due, on the fifteenth (15th) day of the month following the month the revenues are collected. Each such payment shall be accompanied by an accounting, which sets forth CONTRACTOR'S gross revenues collected during the preceding month. 4.04.1 Franchise Fee. The franchise fee shall be a percentage of CONTRACTOR'S gross revenue collected each month under the terms of this Agreement. Gross revenue shall specifically include revenue received by the 14 CONTRACTOR from any entity, including Federal, State, County or other local facilities within the Service Area for the provision of Collection Services by the CONTRACTOR. However, revenue received by the CONTRACTOR from the sale of recyclable materials and from related California Redemption Value (CRV) payments shall not be considered as gross revenues for purpose of the calculation of franchise fees. The franchise fee percentage shall be sixteen and thirty-five-hundredths percent (16.35%) with respect to revenue received for Services performed by CONTRACTOR after June 30, 2010 and during the remaining term of this Agreement unless adjusted by the CITY. Notwithstanding the foregoing, for C&D Debris Collection Services provided beginning July 1, 2012 and ending June 30, 2013, the franchise fee percentage shall be thirteen and sixth-tenths percent (13.6%) with respect to revenue received for C&D Debris Collection Services performed by CONTRACTOR. Thereafter, and during the remaining term of this Agreement, the franchise fee percentage shall be sixteen and thirty-five- hundredths percent (16.35%) with respect to revenue received for C&D Debris Collection Services performed by CONTRACTOR unless adjusted by the CITY. 4.04.2 Administrative Fee. The administrative fee shall be a percentage of CONTRACTOR'S gross revenue collected each month under the terms of this Agreement. Gross revenue shall specifically include revenue received by the CONTRACTOR from any entity, including Federal, State, County or other local facilities within the Service Area for the provision of Collection Services by the CONTRACTOR. However, revenue received by the CONTRACTOR from the sale of recyclable materials and from related CRV payments shall not be considered as gross revenues for purpose of the calculation of administrative fees. The administrative fee percentage shall be seven percent (7.00%) with respect to revenue received for Services performed by CONTRACTOR after June 30, 2010 and during the remaining term of this Agreement unless adjusted by the CITY. Notwithstanding the foregoing, for C&D Debris Collection Services provided beginning July 1, 2012 and ending June 30, 2013, the administrative fee percentage shall be two percent (2.00%). Thereafter, and during the remaining term of this Agreement, the administrative fee percentage shall be seven percent (7.00%) with respect to revenue received for C&D Debris Collection Services performed by CONTRACTOR unless adjusted by the CITY. 4.04.3 Community Benefit Payment. For so long as CONTRACTOR shall have the exclusive right to collect C&D Debris in CITY (subject only to the specific exceptions contained in Dublin Municipal Code section 5.32.130 and State and federal law) and for so long as said exclusive rights are enforced by CITY, CONTRACTOR shall pay directly to a City-designated third-party Custodian ("CUSTODIAN") the sum of 100,000 (one hundred thousand dollars) on an annual basis. Said payments shall be made in quarterly installments of $25,000 (twenty-five thousand dollars) each, and shall be paid regardless of gross revenues collected by CONTRACTOR. Said payments shall not be included as a line item in the annual rate adjustment methodology as outlined in Section 5.05. Quarterly payments shall be due to the CUSTODIAN on the fifteenth (15th) day of March, June, September and December of each year during which this section applies. 4.04.4 Other Fees. CITY may set such other fees as it deems necessary. 15 4.04.5 No acceptance by CITY of any payment shall be construed as an accord that the amount is, in fact, the correct amount, nor shall such acceptance of payment be construed as a release of any claim CITY may have against CONTRACTOR for any additional sums payable under the provisions of this Agreement. All amounts paid shall be subject to independent audit and recompilation by CITY. If, after the audit, such recompilation indicates an underpayment CONTRACTOR shall pay to CITY the amount of the underpayment and shall reimburse CITY for all reasonable costs and expenses incurred in connection with the audit and recompilation within ten 10) Work Days of receipt of written notice from CITY that such is the case. If, after audit, such recompilation indicates an overpayment, CITY shall notify the CONTRACTOR in writing of the amount of the overpayment, less costs and expenses incurred in connection with the audit and recompilation. CONTRACTOR may offset the amounts next due following receipt of such notice by the amount specified therein. Section 17. Section 5.07.2 is hereby amended to read as follows: 5.07.2 Census data for MFD, Commercial, C&D, DUSD, and City Service Units shall consist of the number of service units receiving MFD, Commercial, C&D, DUSD or City Collection Service during the preceding month. The census data shall be segregated by type of service and as appropriate, container size, number of containers and frequency of Collection. Section 18. Section 5.15 is hereby added to read as follows: 5.15 DUSD Service Rates. The rates established for DUSD Solid Waste Collection Services shall be capped at fifty percent (50%) of the regular rate for Commercial Solid Waste Collection Service for each corresponding service level. Additionally, DUSD Organics Collection Service shall be provided to DUSD Service Units at no cost. Notwithstanding the established rates charged to DUSD Service Units for DUSD Solid Waste Collection Services, the calculation of the AG Factor as outlined in Section 5.05.1 shall be made using one-hundred percent (100%) of the regular Commercial Solid Waste Collection Service rate multiplied by the appropriate census data, and the rate used for AG Factor revenue calculation for DUSD Organics Collection Services shall be seventy-five (75%) of the regular Commercial Solid Waste Collection Service rate. For the purposes of forecasting the revenue generated for DUSD Solid Waste Collection Services, the rate used shall be fifty percent (50%) of the regular Commercial Solid Waste Collection Service rate, and no rate shall be used for forecasting revenue for DUSD Organics Collection Service. Beginning with the rate adjustment on July 1, 2013, and annually thereafter, CONTRACTOR agrees that the required Collection Service Compensation shall be reduced by forty-eight thousand seven-hundred and eighty-five dollars ($48,875), offsetting the cost of DUSD Solid Waste Collection Services. Section 19. Section 5.16 is hereby added to read as follows: 5.16 Commercial Organics Service Rates. The rates established for Commercial Organics Collection Service shall be capped at fifty percent (50%) of the regular Commercial Solid Waste Collection Service rate for each corresponding service level. Notwithstanding the established rates charged for Commercial Organics Collection Services, the calculation of the AG Factor as outlined in Section 5.05.1 shall 16 be made using seventy-five percent (75%) of the regular Commercial Solid Waste Collection Service rate multiplied by the appropriate census data. For Agreement Year 8, beginning July 1, 2012, a flat rate of $75,000 shall be added to the rate model as a cost recovery mechanism for Commercial Organics Collection Service, which $75,000 shall be removed from subsequent rate calculations. For the purposes of forecasting the revenue generated for Commercial Organics Collection Services, the rate used shall be fifty percent (50%) of the regular Commercial Solid Waste Collection Service rate. Section 20. Section 5.17 is hereby added to read as follows: 5.17 C&D Collection Service Rates. The initial rates for C&D Collection Service shall be established by CITY as set forth by City of Dublin Resolution 136-12 attached hereto as Exhibit 12 to this Agreement. The rates for C&D Collection Service shall be adjusted at the same times and by the same percentages as the rates for Commercial Solid Waste Collection Service are adjusted. Section 21. Section 6.03 is hereby added to read as follows: 6.03 C&D Debris Collection Services Recycling Requirement. Notwithstanding anything to the contrary contained herein, CONTRACTOR shall recycle fifty percent (50%) by weight (exclusive of asphalt and concrete) of all C&D Debris collected within the Service Area during each Agreement Year, provided that not more than five percent (5%) of the materials in each C&D Debris container consists of materials other than C&D Debris. CONTRACTOR shall recycle one hundred percent (100%) of all asphalt and concrete collected within the Service Area during each Agreement Year, provided that not more than five percent (5%) of the materials in each C&D Debris container designed for asphalt and concrete consists of materials other than asphalt and concrete. 6.03.1 CONTRACTOR shall provide a printed list to each C&D customer that specifies the materials that may be placed in the various types of containers including C&D Debris Boxes. CONTRACTOR shall specifically notify its C&D customers that all liquid wastes are prohibited in C&D Debris Boxes and that the putrescible waste content may not exceed five percent (5%) of each load. 6.03.2 Failure To Meet C&D Debris Collection Services Recycling Requirement. CONTRACTOR'S failure to meet the minimum diversion requirements set forth in Section 6.03 may result in the termination of CONTRACTOR's exclusive right to collect C&D Debris under this Agreement or the imposition of liquidated damages. In determining whether or not to assess liquidated damages or terminate CONTRACTOR' exclusive right to collect C&D Debris under this Agreement, CITY will consider the good faith efforts put forth by CONTRACTOR to meet the minimum diversion requirements. This consideration will include the methods and level of effort of CONTRACTOR to fully implement the public education and diversion plans attached to and included in this Agreement as Exhibits 8 and 9 respectively. CONTRACTOR shall be held to the standards of an effective, professional, and prudently designed and operated diversion and public educational program within a similar municipal jurisdiction. 17 Section 22. Section 7.01 is hereby added to read as follows: 7.01 Service Units. Service Units shall include all the following categories of premises which are in the Service Area as of July 1, 2012, and all such premises which may be added to the Service Area by means of annexation, new construction, or as otherwise set forth in this Agreement during term of this Agreement: 7.01.1.1 SFD Service Units 7.01.1.2 MFD Service Units 7.01.1.3 Commercial Service Units 7.01.1.4 Commercial Organic Service Units 7.01.1.5 City Service Units 7.01.1.6 C&D Service Units 7.01.1.7 DUSD Service Units 7.01.1.8 Any question as to whether a premises falls within one of these categories shall be determined by the City Representative and the determination of the City Representative shall be final. Section 23. Section 11.01.1 is hereby amended to read as follows: 11.01.1 Conditions of Service. CONTRACTOR shall provide CITY with Solid Waste Collection Service, CITY Recycling Service, CITY Organic Collection Service and Roll-Off Container Service to all CITY Service Units in the Service Area where the bins and carts are accessible as set forth in Section 11.01.3 at no additional cost to CITY; provided, however, that C&D Collection Service will be provided at the applicable service rates. Section 24. Section 13.03.2 is added to read as follows: 13.03.2 Beginning July 1, 2012, and in order to meet the minimum diversion standards set forth in Section 6.03, CONTRACTOR shall divert fifty percent 50%) by weight of all C&D Debris materials Collected pursuant to this Agreement within the Service Area, exclusive of asphalt and concrete, of which 100% shall be diverted. Section 25. Section 18.01.2 is hereby amended to read as follows: 18.01.2 Agreement Materials Records. CONTRACTOR shall maintain records of the (i) quantities of C&D Debris, Residential, Commercial and City Waste Collected and disposed under the terms of this Agreement, (ii) quantities of Recyclable Materials, by type, Collected, purchased, processed, sold, donated or given for no compensation, and residue disposed, and (Hi) customer count for DUSD Waste collected under the terms of this Agreement. 18 Section 26. Section 18.04.1 and 18.04.2 are hereby amended to read as follows: 18.04.1 Solid Waste Data. The number of SFD, MFD, C&D, DUSD, City and Commercial Service Units and the number of C&D Debris Boxes, Garbage Bins and Carts distributed by size and Service Unit type. A listing of the actual tonnage from all Collection Services, including Large Item Collection Service, Collected, diverted and disposed by the CONTRACTOR at the Disposal Facility for the preceding month sorted between SFD, MFD, C&D, Commercial and CITY Service Units and between Roll-Off Containers and all other containers to extent practical (as required by Sections 5.07 and 5.08). All tonnage data should be compared to the corresponding tonnage data from the prior year comparable period. 18.04.2 Recycling Data. The number of gross tons Collected monthly on average by material type by route for C&D, SFD, MFD, City and Commercial Recycling Service, including Recyclable Materials Collected as part of Large Item Collection Service, for the preceding month. The average participation rates for each month relative to the total number of Service Units by Service Unit type. All tonnage data should be compared to the corresponding tonnage data from the prior year comparable period. Section 27. Section 18.05.3 is hereby amended to read as follows: 18.05.3 Recycling and Organic Waste Programs. An analysis of any Recycling and Organic Waste Collection, processing and marketing issues or conditions occurring during the previous quarter (such as participation, setouts, contamination, etc) and possible solutions, discussed separately for C&D, DUSD, SFD, MFD, Commercial and CITY programs. Section 28. Section 18.05.5 is hereby amended to read as follows: 18.05.5 Customer Base Data. CONTRACTOR shall provide, customer base data consisting of the number of SFD Service Units billed for additional services above the minimum service billed by the City, and the number of C&D, DUSD, MFD and Commercial Service Units billed, sorted by service type, container size, number of containers and frequency of Collection. Section 29. Article 52 is hereby added to read as follows: ARTICLE 52. C&D Debris Collection Services 52.01 C&D Debris Collection Services. These services will be governed by the following terms and conditions: 52.01.1 Conditions of Service. The CONTRACTOR shall provide C&D Debris Collection Service to all C&D Service Units in the Service Area whose C&D Debris is properly containerized in C&D Debris Boxes and where the C&D 19 Debris Boxes are accessible as set forth in Section 52.01.3. CONTRACTOR shall provide C&D Debris Collection Service at the service rates set by the CITY under the terms of this Agreement. CONTRACTOR shall deliver and pick-up the C&D Debris Boxes at the direction of the Service Recipient. The C&D Debris Boxes shall be clean, free of graffiti and in good repair. The containers and/or bins must be clearly marked and identifiable as belonging to CONTRACTOR. Special consideration shall be given when determining the delivery and pickup area for the C&D Debris Boxes to ensure that the flow of traffic is not impeded and that it does not result in aesthetic degradation of an area. If the Service Recipient and CONTRACTOR cannot agree on a delivery and pick up area, the area shall be determined by the CITY. In addition, if, in the opinion of the CITY the delivery and pickup area is inappropriate, CITY may require the CONTRACTOR to relocate the containers and/or bins. 52.01.2 Frequency of Service. Each service shall be provided on an on-call basis. The size of the container and/or bin and the frequency of Collection shall be determined between the customer and the CONTRACTOR. However, size and frequency shall be sufficient to provide that no C&D Debris need be placed outside the container and/or bin on a regular basis. 52.01.3 Accessibility. CONTRACTOR shall collect all C&D Debris Boxes that are readily accessible to the CONTRACTOR'S crew and vehicles and not blocked. 52.01.3.1 CONTRACTOR may notify the City Representative daily, either by Fax or e-mail, of all situations that prevent or hinder Collection from any C&D Service Unit. 52.01.4 Non-Collection. CONTRACTOR shall not be required to Collect any C&D Debris that is not placed in a C&D Debris Box unless such C&D Debris is outside the Debris Box as a result of overflow. In the event of non-collection, CONTRACTOR shall affix to the container and/or bin a Non-Collection Notice explaining why Collection was not made. CONTRACTOR shall maintain copies of the Non- Collection Notice during the term of this Agreement. 52.01.5 Overflow. In the case of repeated overflows of C&D Debris, CONTRACTOR shall contact the C&D Service Unit management to arrange for an appropriate change in container and/or bin size, Collection frequency or both. In the event CONTRACTOR cannot successfully contact the C&D Service Unit management after three (3) attempts, or cannot reach an agreement with such management regarding the change in service, CONTRACTOR shall advise the City Representative, either by Fax or e-mail, of the details of the overages, and the attempts at communication with the C&D Service Unit management. The City Representative shall respond to CONTRACTOR'S report and make a final written determination. Within five 5) Work Days of receipt of the City Representative's written determination, CONTRACTOR shall change the Collection Service in accordance with such written determination. Section 30. Exhibit 12 is hereby added to read as follows: 20 Exhibit 12 City of Dublin, CA C&D Collection Service Rates RESOLUTION NO. 106 -13 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN AMENDING THE SCHEDULE OF SERVICE RATES FOR INTEGRATED SOLID WASTE SERVICES WHEREAS, the City of Dublin executed a Collection Service Agreement with Amador Valley Industries (AVI) on January 12, 2005; and WHEREAS, the Agreement requires the City Council to adopt a rate schedule, which is estimated to produce a specified revenue amount as identified in the Agreement; and WHEREAS,the City Council adopted the initial rate schedule with Resolution 68- 05 at a noticed public hearing on May 3, 2005 and the Agreement provides that the City Council is responsible for establishing all rates; and WHEREAS, the Agreement with AVI provides for an adjustment'to the rates each July 1st in accordance with specified formulas; and WHEREAS, the City has calculated the required rate adjustment necessary to generate the agreed to compensation and applied not more than a 4.2% adjustment to the residential, commercial, roll-off, and other collection service rates, with the exception of construction and demolition debris services, which adjustment is not more than 14.7% ; and WHEREAS, on June 18, 2013, the City Council conducted a noticed public hearing prior to the adoption of the new rate schedule. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does hereby adopt the Rate Schedule attached hereto, marked Exhibit A and byreferencemadeaparthereof. BE IT FURTHER RESOLVED that, while AVI may not charge a rate for these services in excess of the established rates, nothing shall prohibit AVI from charging aratelessthantheestablishedamount. BE IT FURTHER RESOLVED that, upon the effective date, July 1, 2013, this resolution shall supersede all previous resolutions adopting rates for solid waste services, and the rates adopted by this resolution shall continue from year to year. Page 1 of 2 21 PASSED, APPROVED AND ADOPTED this 18th day of June, 2013, by thefollowingvote: AYES:Councilmembers Biddle, Gupta, Hart, Haubert, and Mayor Sbranti NOES:None ABSENT: None ABSTAIN: None N Si. ATTE T: Mayor City Clerk Reso No. 106-13,Adopled 6-18-13,Item 6.2 Page 2 of 2 22 2013/14 PROPOSED ADJUSTMENT TO GARBAGE COMPANY RATES Affected Parcels Chapter 5.32 of the Dubin Mdnclpl Como regjkos for the ptosclion of the health safety ant weltara or the community mat all Oarcea wain minimum Weekly garbage serylxx. Amex'VaIIOy Industries,Inc Is ale au:nerved garbage cabman and altposal t'nrl opt/roam within Ito Coy. The agreement between the City of Dublin Md Amex:Welty Mausolea,mne.provides'hal the City the i adopt a rete admeuie which ls c:llmeed Ic allow Uc Cornpeny to achieve a Oren amount of annual revenue. Themlore.the adooeon al these lees wit a0ed nA oared owners.RMes are elleclive Ally I.20t3. Burls of Fwd The(My hes nagetblcd a ream year agreement with Ametcr Vaacy Industries.he. The Company may request a change in rams beset upon a Iorntula Mdt IraiSes:changes In the Refuse Rate hitex;hldease°Regulatory Fees;and changes m the total tons de:Meted m ten Latin.The addnbnal costs at or of these tmpO^aura nits been ait«aed to the inree dames al cervbo:Restaonaal:Co mir erdal Bin Bevies:ana Grog BovComoacter. JIESIDFNTIAI RATP Company Minimum Residential CA Hannan Rem Applies:e0emtrdy to each sinue homily unit as waif as each unit Milan a duple,or other alnched housing.wrirch reeelvas Hdlvla'Jal g;rtogc adbepon cervices. The rate epgles to tic initial 32 gallons of garbage capacity,Inducing once pal etch collection and dispose; Weedy Curbtde Residential Recycle;and Weekly Curbside Groan Warta Recyc1M Large Hera Canedbn Smarm:ana amass to an Annual 1111W drop-oft event. Al coma,rcrs are provided by ten Company. Minimum Monthly Rohr: 20.51 (Rale inckges$035 marine°by Oty for theparbig tax tot/¢lecilon.) ReSldenls may salad a larger garbage cantatar lot an addllbnal too Mich Is shown below: 04 Gallon Garbage Container: MinImum Cost Plus $17.0) per month (Total. $37.31 pm month) 06 Oallon Garbage Conutna: Mlnlmum Coal Plus 413.09 par month (Tafel. $54.30 par month) Hesbeets may request a second garbage container terror eYI be Charged al the same rale as a fR container barred an pq sae Saeond Container: regoestod Additional Large item Collection: Rc'tlenia may request additional largo!tern nlbcllerr services for a lee at: 13.15 per Cubic Yam LfjhaFRMIAI AND Mill TI-FAMR Y PIN CERVICES(FRONT-F140-I OAOFFU Commercial Can Bosco:011aad at bcatiom unable to accommodate a canme,c'al bin or wily volume,deemed huuttcles to utpm a commeclal bin. Mcmnry role Induces bin renal and once per week collttpon an @spOSal. 32 Garton COntaava. $23.04 04OS0on Container. $42.29 e$Gallon Coale'ner. 01.32 Commarclal Din Stavin Rates Rates shown an the lo'Owing nage are money rates baled:mon ban die and frequency 0'mrvke. Rates MWdo eobedbn,esppaal,ana bin rental. Rate Resolution Exhibit A 23 Elie VTlmes Size aTlmae 4 Yards Per Wk Base Monthly Rate 4 Yards Par WI Bess Monthly Rots 1 1 598.54 4 1 5384.16 1 2 5221.60 4 2 5612.84 I 3 5344.66 4 3 Si 231,52 1 4 5467.72 4 4 1650.20 1 5 5590.78 4 5 52068.86 1 6 5713.84 4 6 52,487.56 2 I 197.08 6 I 5591.24 2 2 5418.65 6 2 51.207,00 2 3 3640.25 8 3 51622.78 2 4 5661.88 6 4 2.438.52 2 5 51,083.48 6 5 53.054.228 2 6 51.305.08 6 6 53670.04 3 I 295.62 7 1 5689,78 3 2 5615.76 7 2 51.404 05 3 3 5935.90 7 3 52.111338 3 4 51,256.04 7 4 52.832.66 3 5 51,576.18 7 5 3.546.08 3 6 1,896.32 7 6 4261.28 Organic materiel Is charged ul 50%al the Commercial Service rale. OTHER COMMERCIAL SERVICES:Rates for uddi8onal retooled services. Container Push: 8.95 Lock b Key: 5,33 Excess Waste(Cu.Yd): 29.42 per Cubic Yard Excess Carl Exchange: 5 8.98 Excess Bin Exchange: 35.86 Excess Bin CMantne: 44.60 SMALL COMPACTOR SERVICE:Rates for small rtlnpactors serviced as a commercial account on n regular rule snail oe blllec by container size at trio rate of two amts the slated role abase for 1005e garbage. HANDY HAULER:.Onetime placement ens collection of a 4 cubic yard bin.wclu©ng one waok Container rental heed no higher than water WO 128.53 Additional Bin Rental Per wok: 2920 Per Week Coal For Additional Dump: $93.47 Per Pitkyp Excess Per Yard SEWS Above Water Level 29.42 Per Cubic Yard DROP BOX/COMPACTOR RATES:Cost mown Hone pot plck'up beets and is based upon the load not exceeding water level(Excess Is charged the Some rate), Additional Mls4CIianaous charges mayolsa OP0yy Rate Per Cubic Yard: Non-Compacted: $27.73 Compacted: 155.46 Organic material H caargeo at 50%of the noncornpacted or compacted rale as epproarlala MISCELLANEOUS DROP BOX CHARGES Relocation of Drop Sox 116.20 Per Request Weekly Orop Box Container Rental•Alter 1st Week 20.80 Per Week Cancel Auto P ck'up William Naha 198.00 Per Event Handy Hauler 5nra Week rlMtel 29.80 Per Week Standby Tine 3125.12 Per hour Rate Resolution Exhibit A 24 iG11M1 e. . . .,s 1 1!, • 0 . :::- S•. 1lI ?: CaD Debris Boa Service:Costs shown are on a per pick-up base Materia)TyOe Cubit Vines Rate Material Type CUM Yards naio_1 Cenerete 6 MpIWI Mixed C60 Clean 6 $382.56 Mead 41 12Foltj $50.06 erred 6 $497.96 Mixed 4 100.12 Mixed 6 412 Fee) 575.06 Cartgrd Mixed 6e 150.16 Clean 20 $255.00 Mixed 7 412 Fat) $87.81 Clean 30 5382.50 Mixed 7 175.21 Chen 40 551000 Wheel 15 395.40 Mien 20 5527.20 Dal Need 30 5790.80 Cavan 6 $38243 MIrec 40 51,05440 Meal 6 $457.96 Mete DryweO Mesl 20 297.56 Clean 20 $810.61 Mewl SO 34008 Metal 40 425.09. Wood Clean 20 9254.98 roe Clean 30 538246 Clean 6 392.58 Chan 40 5509.954 Mixed 6 457,96 Rate Resolution Exhibit A 25 Section 31. In the event of a conflict between the Agreement and this Amendment, this Amendment will control. Except to the extent inconsistent with this Amendment, the Parties ratify and confirm all of the terms and conditions of the Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date and year first above written. CITY OF DUBLIN Dated: / 2-.21 3 d)C01- 1 t -0010 Joni L. Pattillo City Manager Attest: P Caroline Soto City Clerk APPROVED AS TO FORM: By: n D. Bakker City Attorney AMADOR VALLEY INDUSTRIES, LLC, a California Limited Liability Company aohnfr -Dated: / J By: Its:L E s i E N 2055477.1 26