AVALON CITY COUNCIL MEETING
TUESDAY, APRIL 19, 2022— 5:00 P.M.
410 AVALON CANYON ROAD
THIS VIRTUAL MEETING IS HELD PURSUANT TO AB 361
AGENDA
In compliance with the Americans with Disability Act, if you need special assistance to participate in this meeting, please contact Denise Radde, City Clerk (310) 510-0220. Notification 48 hours prior to the meeting will enable the City to make reasonable arrangements to ensure accessibility to this meeting. (28 CFR 35 102-35.104 ADA Title II). All public records relating to an agenda item on this agenda are available for the public inspection at the time the records are distributed to all, or a majority of all, members of the City Council.
Such records shall be available at City Hall located at 410 Avalon Canyon Rd.
Due to health recommendations from the Center for Disease Control and State of California Division ofOccupational Safety and Health (Cal/OSHA), and the declared state of emergency wherein socialdistancing measures have been imposed or recommended, the CITY OF AVALONS CITY COUNCIL and PLANNING COMMISSION MEETINGS SHALL GENERALLY BE AVAILABLE TO THE PUBLIC REMOTELY. The general pub//c may attend the meeting in the Counc// Chambers however must adhere to socia/ distancing requirements. The public is encouraged to watch and participate from the safety of their homes while practicing social distancing.
Council Chambers are open to a maximum 30 members of the general public. Once the CouncilChambers reach maximum occupancy, the general public may participate in Oral Communication andaddress the City Council on an agenda item in person by waiting in the City Hall Court Yard and entering the Chambers one at a time at the appropriate time. No one will be admitted into the Council Chamberswho is ill or exhibiting symptoms of COVID-19. Additionally, the general public may participate in Oral Communication and address the City Council on an agenda items by providing comments via eComment. Please use the link below to provide comments via e-Comment.
The meeting can be viewed:
On local cable: Catalina Broadband Solutions channel 3
Streaming Online •••.*‘: ieetinç,s *Streaming on Facebook Live ] ] r ‘Thf I To submit comments using eComment, please follow this link:
https:l/avalon.granicusideas.com
Click the Meetings tab and then Post to comment on the 0411912022 meeting.
CALL TO ORDER! PLEDGE OF ALLEGIANCE / INVOCATION I ROLL CALL
ANNOUNCEMENTS I WRITTEN COMMUNICATIONS
DEPARTMENT HEAD REPORTS
CITY MANAGER REPORT! CITY ATTORNEY REPORT
COUNCILMEMBER REPORTS! MAYOR REPORT
CITY COUNCIL AGENDA
APRIL 19, 2022
PAGE 2
PUBLIC HEARING
1. TDA Article 8 Hearing
The Metropolitan Transit Authority (MTA) is required to hold a public hearing on the community’s unmet public transit needs in accordance with the Transportation Development Act (TDA) Article 8. TDA Article 8 funds are currently being used by the City of Avalon to fund Avalon’s Consolidated Land Transportation Program which includes DAR and fixed routes.Recommended Action
Open the Public Hearing and accept comments from the public. Close the Public Hearing.
ORAL COMMUNICATION
Members of the public may address the City Council at this time. No action will be taken on nonagenda items at this meeting. Speakers should limit comments to two (2) minutes each.
PRESENTATION — Finance Director Matthew Baker will provide an overview of the progress of the FY 2021-2022 Budget.
CONSENT CALENDAR
1. Minutes
Although the live recording is the official record of public meetings, actions are prepared for the Councils approval.
Recommended Action
Approve minutes from the April 5, 2022 regular City Council Meeting.
2. Warrants
Expenditures Submitted for Approval
o Warrants in the amount of S814198.67.o One payroll in the amount of Si 85,963.02. o Three electronic fund transfers totaling $104,143.85.
Recommended Action
Approve the disbursements for March 28, 2022 through April 8, 2022 totaling $1,104,305.54.
3. Resolution of Support for LGBTQ Rights and Inclusion This item appears on the agenda at the request of a member of the City Council. The proposed resolution of support for LGBTQ rights and inclusion is a response to legislation that is currently being adopted throughout the nation. The proposed resolution supports legislation that creates a safe, supportive and accepting environment that promotes understanding and acceptance of all individuals inclusive of their sexual orientation, gender identity and gender expression.
Recommended Action
Adopt a resolution of support for LGBTO rights and inclusion.
CITY COUNCIL AGENDA
APRIL 5, 2022
PAGE 3
GENERAL BUSINESS
4. First Extension of CR&R’s Franchise and Lease Agreement The City of Avalon entered into a Franchise and Lease Agreement with CR&R, Incorporated for solid waste, recyclables, green waste, C&D and debris box collection services and solid waste facility operation at the Pebbly Beach Landfill on March 20, 2013.
The “Initial term” of the agreement was for the period commencing on July 1, 2013 andending on June 30, 2023.
Recommended Action
Approve the first extension of the franchise and lease agreement with CR&R Incorporated for solid waste, recyclables, green waste, C&D and debris box collection services and solid waste facility operation at the Pebbly Beach Landfill.
5. Upgrade Avalon Wastewater Treatment Plant Process Air System The City’s wastewater treatment plant operator, Montrose Environmental reported that the aeration system that provides the air for the biological processes at the WWTP needs some repairs. The biological system requires a minimum air flow for normal operations.
Without sufficient air the biological process breaks down, which causes an upset at the plant, which could lead to a process failure.
Recommended Action
Authorize the procurement of supplies, equipment and services for the upgrade of the Avalon WWTP process air system for a not to exceed cost of S200,000.00.
CLOSED SESSION
1. CONFERENCE WITH LABOR NEGOTIATORS
Agency designated representative: David Maistros, City Manager Employee Organizations:
1) Avalon Harbor Employee Association
2) Avalon Municipal Employee Association
3) International Association of Fire Fighters Local 2295 4) Unrepresented/Confidential Employees
5) Management
ADJOURN
NOTICE OF POSTING
I, Devin Elise Hart, declare that the City Council Agenda for Tuesday, April 19, 2022 was posted on Friday, April 15, 2022 on the City’s website wwwcityofavalon.com, and at City HaIl, 410Avalon Canyon Road.
Devin Elise Hart, Administrative Analyst and Deputy City Clerk
CITY OF AVALON CITY COUNCIL
MEETING DATE: April 19, 2022 AGENDA ITEM: 1
ORIGINATING DEP: City Clerk CITY MANAGER:__________
PREPARED BY: Gabrielle Morones, Deputy City Clerk
SUBJECT: City Council Minutes
RECOMMENDED ACTION(S): Approve minutes from the April 5, 2022 Regular City Council Meeting.
REPORT SUMMARY: Although the live recording is the official record of public meetings, minutes are prepared for the Council’s approval.
FISCAL IMPACTS: N/A.
GOAL ALIGNMENT: Not Aligned.
CONSEQUENCES OF NOT FOLLOWING RECOMMENDED ACTION: N/A.
FOLLOW UP ACTION: File minutes in the City Clerk’s office.
ADVERTISING, NOTICE AND PUBLIC CONTACT: The item was properly listed onthe posted agenda pursuant to the Brown Act.
ATTACHMENTS:
1) April 5, 2022 Regular City Council Minutes
AVALON CITY COUNCIL MEETING
TUESDAY, APRIL 5, 2022
410 AVALON CANYON ROAD
THIS VIRTUAL MEETING IS HELD PURSUANT TO AB 361
MINUTES
Due to health recommendations from the Center for Disease Control and State ofCalifornia Division of Occupational Safety and Health (Cal/OSHA), and the declared state of emergency wherein social distancing measures have been imposed or recommended, the CITY OF AVALON’S CITY COUNCIL and PLANNINGCOMMISSION MEETINGS SHALL GENERALLY BE AVAILABLE TO THE PUBLICREMOTELY. The general public may attend the meeting in the Council Chambers however must adhere to social distancing requirements. The public is encouraged to watch and participate from the safety of their homes while practicing social distancing.
Council Chambers are open to a maximum 30 members of the general public. Once theCouncil Chambers reach maximum occupancy, the general public may participate inOral Communication and address the City Council on an agenda item in person by waiting in the City Hall Court Yard and entering the Chambers one at a time at the appropriate time. No one will be admitted into the Council Chambers who is ill orexhibiting symptoms of COVID-19. Additionally! the general public may participate inOral Communication and address the City Council on an agenda items by providingcomments via e-Comment. Please use the link below to provide comments via eComment.CALL TO ORDER- 5:00 p.m.
ROLL CALL- Present via Teleconference and In-Person: Mayor Anni Marshall, Councilmembers Cinde Cassidy. Lisa Lavelle, Michael Ponce. and Yesenia De La Rosa. Also present: City Manager David Maistros, City Clerk Denise Radde, and City Attorney Scott Campbell. Absent: Deputy City Clerk/Senior Administrative Assistant Gabrielle Morones.
WRITTEN COMMUNICATIONS-None
CONSENT CALENDAR-There were 4 Items on the Consent Calendar. Motion toapprove Items #1-#4 made by Lisa Lavelle, seconded by Cinde Cassidy. (All Ayes)
1. Minutes
Approved minutes from the March 15, 2022 Regular City Council Meeting.
2. Warrants
Approved warrants in the amount of $574,651.73, two payrolls in the amount of $427318.93, two electronic fund transfers totaling $37,143.51 for a total disbursement of $1,039,114.17 for March 7, 2022 through March 25, 2022totaling.
CITY COUNCIL MINUTES
APRIL 5, 2022
PAGE 2
3. Findings to Continue to Hold Remote TeleconferenceNirtual City Council Meetings Pursuant to Assembly Sill 361
Determined that the COVID-19 state of emergency proclaimed by the Governor still exists and has been considered by the City Council in deciding to continue tohave teleconference meetings and that state or local officials have imposed or recommended measures to promote social distancing in connection with COVID 19, and that as a result of the COVID-19 emergency, meeting in person would present imminent risks to the health or safety of attendees.
4. Adopt an Ordinance Amendment ZOA 22-01. which Amends the Avalon Municipal Code to Regulate SB 9 Urban Lot Splits and Two-Unit Projects and Finds the Ordinance to be Exempt from CEQA
Adopted Ordinance No. 1206-22 of the City Council of the City of Avalon, California Adding Section 9-2.10 and Article 7 to Chapter 9-5 to the Avalon Municipal Code regarding SB 9 Urban Lot Splits and Two-Unit Projects and Determining the Ordinance to be Exempt from CEQA.
GENERAL BUSINESS
5. Website Redesign
Authorized Staff to enter into an agreement with CivicPlus for a year one contract amount not to exceed $50,000.
Motion made by Cinde Cassidy, seconded by Michael Ponce. (All Ayes)
6. Approval of Encroachment Permit for frontage improvements at 209 Beacon Street
Approved encroachment permit for frontage improvements at 209 Beacon and authorized City Staff to negotiate with the property owners to determine the amounts of the required bond and liability insurance.
Adopted Resolution No. 22-21 of the City Council of the City of Avalon Approving an Encroachment Permit to Allow Frontage Improvements within the Public Right-of-Way at 209 Beacon Street; APN 7480-030-006.Motion to approve made by Michael Ponce, seconded by Yesenia De La Rosa. (All Ayes)
CITY COUNCIL MINUTES
APRIL 5, 2022
PAGE 3
7. Approval of Encroachment Permit for frontage improvements at 215 Beacon Street
Approved encroachment permit for frontage improvements at 215 Beacon and authorized City Staff to negotiate with the property owners to determine theamounts of the required bond and liability insurance.
Adopted Resolution No. 22-22 of the City Council of the City of Avalon Approving an Encroachment Permit to allow Frontage Improvements within the Public Right-of-Way at 215 Beacon Street; APN 7480-030-005.
Motion to approve made by Michael Ponce, seconded by Yesenia De La Rosa.(All Ayes) CLOSED SESSION- 6:26 p.m.-7:15 p.m.
City Council Member Cinde Cassidy recused herself from Item #1 due to an EconomicConflict of Interest. At the request of Mayor Marshall Closed Session Item #2 was takenout of order.
Following the appropriate announcement of the Closed Session items the City Council went into Closed Session to discuss the following:
2. CONFERENCE WITH LEGAL COUNSEL— ANTICIPATED LITIGATION Significant Exposure to Litigation
A copy of agency memo regarding the threat of litigation is available for public inspection pursuant to Government Code Section 54957.5.
1. CONFERENCE WITH LEGAL COUNSEL— EXISTING LITIGATION
(Paragraph (1) of subdivision 54956.9)Name of Case: Long Beach Unified School District v. Santa Catalina Island Company and City of Avalon, U.S. District Court: Central District of California Case Number: 2:19-CV-01139-JFW-AS
REMOVED ITEM
3. PUBLIC EMPLOYEE PERFORMANCE EVALUATION
Title: City Manager
Following Closed Session the City Attorney announced that the City Council unanimously directed BB&K not to appeal the motion for disqualification for Item #1.
Mayor Marshall adjourned the meeting at 7:15 p.m.
CITY COUNCIL MINUTES
APRIL 5, 2022
PAGE 4
I, Gabrielle Morones, Deputy City Clerk, do hereby certify that the DVD videotape of the Regular City Council Meeting on April 5, 2022, is the official record of the CouncilMeeting and is on file and maintained in City Hall.
PNfl
Gabrielle Morones, Deputy City Clerk / Sr. Administrative Assistant
CITY OF AVALON CITY COUNCIL
MEETING DATE: April 19, 2022 AGENDA ITEM: a
ORIGINATING DEP: Finance CITY MANAGER:
PREPARED BY: Matthew Baker, Finance Director
SUBJECT: Warrants
RECOMMENDED ACTION(S): Approve the disbursements for March 28, 2022 through April8,2022 totaling $1,104,305.54.REPORT SUMMARY: These disbursements through April 8th are comprised of warrants totaling $814,198.67, one payroll totaling $185,963.02, and other electronic fund transfers totaling $104,143.85.
ITEM DESCRIPTION AMOUNT DATE
GF US BANK WARRANTS CK# 34044-34113 $ 814,198.67 04/01/22 PAYROLL 185,963.02 04/08/22EFT .- CALPERS MEDICAL 69,023.20 04/06/22EFT -CALPERS RETIREMENT 34,239.45 03/30/22EFT - HBR/REC CREDIT CARD AND BANK FEES 881.20 04/08/22 TOTAL DISBURSEMENTS $ 1,104,305.54
GOAL ALIGNMENT: Ongoing meeting of City obligations.
FISCAL IMPACTS: There are sufficient funds available, and the expenditures are included in the FY21-22 Budget.
CONSEQUENCES OF NOT FOLLOWING RECOMMENDED ACTION: N/A
FOLLOW UP ACTION: N/A
ADVERTISING, NOTICE AND PUBLIC CONTACT: Pursuant to the Brown Act.ATTACHMENTS: Audit Certificate, Warrant List, US Bank Credit Card Details
CITY OF AVALON
MARCH 28, 2022 - APR11 8, 2022 DISBURSEMENTS
April 19, 2022
ITEM DESCRIPTION AMOUNT DATE
SF US BANK WARRANTS CK# 340-341I3 5 814,198.67 04/01/22PAYROLL 185,963.02 04/08/22EFT -CALPERS MEDICAL 69,023.20 04/06/22 ER - CALPERS RETIREMENT 34,239.45 03/30)22
EEl - HARBORJREC CREDIT CARD AND BANK SERVICE FEES 881.20 04/08/22 TOTAL DISBURSEMENTS $ 1,104,305.54
CERTIFICATE
IN ACCORDANCE WITE SECTION 32702
OF THE GOVERNMENT CODE, CERTIFY
THAT THE ABOVE DEMANDS ARE ACCUK4TEAND THAT FUNDS ARE AVAILABLE FOR PAYMENT.
APPROVED AND AUDITED THIS
19th DAY OF APRIL 2022 I CERTIFY UNDER PENALTY OF PERJURY THAT THE FOREGOING 5 TRUE AND
CORRECT.
AUDIT COMMITTEE -LISA LAVELLE EXECUTED THIS 19th DAY OF APRIL 2022
AUDIT COMMITTEE - YESENIA DE LA ROSA FINANCE DIRECTOR - MATTHEW BAKER
CITY OF AVALON
MARCH 28, 2022 -APRIL 8, 2022
April 19, 2022
DISBURSEMENTS
NAME
AAA OIL, INCAMAZON CAPITAL SERVICES, INC.AT & TAVALON BOAT STANDAVALON FREIGHT SERVICES, LLC BEYOND SOFTWARE SOLUTIONSBUTLER CHEMICALS, INC.CARUSO FORDCATALINA BEVERAGE COCATALINA BROADBAND SOLUTIONSCATALINA CHAMBER OF COMMERCECATALINA CHAMBER OF COMMERCECATALINA COASTAL TOURS & FISHINGCATALINA EXPRESS
LONG, DAVID
CATALINA ISLAND MEDICAL CENTERCATALINA PEST CONTROLCO. OF LOS ANGELES SHERIFFS DEPT.COLLINS COLUNS MUIR & STEWARD, LIP DAPEER, ROSENBLIT & LITVAK,LLPDE NOVO PLANNING GROUPDELTA DENTALDELTA DENTALDEPT OF HEALTH CARE SERVICESMO. DION & SONS, INC.EMS SAFETY SERVICES, INCENVIRON STRATEGY CONSULTANTS, INCESG ENGINEERINGESG ENGINEERINGESG ENGINEERINGESG ENGINEERINGESG ENGINEERINGESG ENGINEERINGESG ENGINEERING
ESG ENGINEERINGESG ENGINEERINGFIDELITY SECURITY LIFE INSURANCE GANAHL LUMBER COMPANYGARCIA, BEllY JOGRAINGER
ICC GENERAL CODE, INC.
JORDAHL CONSTRUCTION
KATIES KITCHENLINDE GAS & EQUIPMENT INC.MACGUGAN-CASSIDY, CINDEMANAGED HEALTH NETWORKMASAMCMASTER-CARRMOFFATT & NICHOLNAPA AUTO PARTS SAN DIEGO COFFEE, TEA & SPICE. INC.
PENN CREDITPOINDEXTER, JAMESQUADIENTQUILL CORPRICOH AMERICAS CORPRICOH USA, INC.
SIRIAS CLEANING SERVICE
DESCRIPTION
FUEL - ALL DEPTS
SUPPLIES - ALL DEPTSCOMMUNICATIONS- WWTPSUPPLIES-GARAGE
FREIGHT -ALL DEPARTMENTS
CONTRACT SERVICES-ITSUPPLIES - FIRESUPPLIES - GARAGESUPPLIES - ALL DEPARTMENTSSERVICE - ALL DEPARTMENTS TOT -04/2022TOT TRUE UP FY22
CONTRACT SERVICES -04/2022
1ST HALF 03/2022
SERVICE -COO
EMPLOYEE SCREENING
SERVICE - HARBOR
RESIOENT DEPUTY - 02/2022LITIGATION COSTS
SERVICE - VEHICLESSERVICE - PLANNINGVOID - MULTI STUB CHECK DENTAL - 03-04/2022DUES- 04 FY20FUEL - HARBOR
SUPPLIES - FIRE
CONTRACT SERVICES/EMERGENCY REPAIRS -02/22
SERVICE - PUBLIC WORKS
SERVICE -PUBLIC WORKSSERVICE - PUBLIC WORKSSERVICE-PUBLIC WORKSSERVICE - PUBLIC WORKSSERVICE - PUBLIC WORKSSERVICE - PUBLIC WORKSSERVICE - PUBLIC WORKSSERVICE - PUBLIC WORKSVISION - 03/2022SUPPLIES-PUBLIC WORKS RETIREE INSURANCE -04/2022
SUPPLIES - FIRESERVICE - ADMIN
HHW DISPOSAL
SENIOR MEALS -02/2022SUPPLIES -HARBOR
REIMB 0/P COSTSSERVICE - ADMINDUES - 04/2022
SUPPLIES - HARBOR
SERVICE - PLANNINGSUPPLIES - GARAGESUPPLIES - FIRESERVICE - FINANCE RETIREE INSURANCE - 04/2022POSTAGE REFILL
SUPPLIES - ALL DEPARTMENTSCOPIER LEASE - PLANNINGCOPIER LEASE - PLANNING 1ST HALF 04/2022
CHECK DATE
NUMBER ISSUED AMOUNT
34044 04/01/2022 4,437.6134045 04/01/2022 3,258.1034046 04/01/2022 321.9534047 04/01/2022 802.3334048 04/01/2022 827.5634049 04/01/2022 2,428.0034050 04/01/2022 582.0634051 04/01/2022 306.4834052 04/01/2022 2,732.3634053 04/01/2022 2,063.70340S4 04/01/2022 94,417,0034055 04/01/2022 200,000.0034056 04/01/2022 24,083.3334057 04/01/2022 11,964.6034058 04/01/2022 3,600.0034059 04/01/2022 516.8134060 04/01/2022 833.0034061 04/01/2022 122,269.0234062 04/01/2022 28,181.7034063 04/01/2022 696.8134064 04/01/2022 59,100.0034065 04/01/2022 - 34066 04/01/2022 12,669.3034067 04/01/2022 2,648.6034068 04/01/2022 419.5334069 04/01/2022 562.0934070 04/01/2022 144,748.1734071 04/01/2022 1,800.0034072 04/01/2022 6,414.2334073 04/01/2022 2,S49.2S34074 04/01/2022 3,258.0034075 04/01/2022 360.0034076 04/01/2022 3,062.3534077 04/01/2022 1,154.0034078 04/01/2022 4,346.4834079 04/01/2022 2,060.0034080 04/01/2022 791.80 34081 04/01/2022 1,081.1734082 04/01)2022 774.1934083 04/01/2022 38.1934084 04/01/2022 5,690.7734085 04/01/2022 1,628.2534086 04/01/2022 366.0034087 04/01/2022 172.OS34088 04/01/2022 50.0034089 04/01/2022 286.0034090 04/01/2022 951.0034091 04/01/2022 112.88 34092 04/01/2022 4,694.0034093 04/01/2022 781.6034094 04/01/2022 224.3034095 04/01/2022 83.5034096 04/01/2022 873.1334097 04/01/2022 463.41 34098 04/01/2022 1,626.87
34099 04/01/2022 954.35
34100 04/01/2022 434.9834101 04/01/2022 8,890.10
CITY OF AVALON
MARCH 28, 2022 -APRIL 8,2022 DISBURSEMENTS
April 19, 2022
NAME DESCRIPTION
$ 814,19867
CHECK DATE
NUMBER ISSUED AMOUNT
34102 04/01/2022 1,165.48 SOUTH COAST AQMD PERMIT FEES - WWTP 34103 04/01/2022 1,205.89 STANDARD INSURANCE COMPANY LIFE INSURANCE - 03/202234104 04/01/2022 3385.12 SUPERION. LLC SOFTWARE LEASE - FINANCE 34105 04/01/2322 81.56 UNITED SITE SERVICES OF CALIFORNIA SERVICE - PUBLIC WORKS34136 04/01/2322 - CORPORATE PAYMENT SYSTEMS VOID -MULTI STUB CHECK 34107 04/01/2022 17,990.11 CORPORATE PAYMENT SYSTEMS SEE ATTACHED DETAIL34108 34/01/2022 1,969.72 VERIZON WIRELESS COMMUNICATIONS - ALL DEPARTMENTS34109 34/01/2022 515.83 WEST MARINE PRO SUPPLIES - HARBOR34110 04/01/2022 5,801.85 WESTRIDGE ENVIRONMENTAL GROUP SUPPLIES - WWTP34111 04/01/2022 1,017.50 WITTMAN ENTERPRISES. LLC SERVICE - FINANCE 34112 04/01/2022 540.15 XEROX CORPORATION COPIER LEASE -ADMIN34113 0/01/2O22 82.50 ZIM’S OF CATALINA SERVICE -FIRE
CITY OF AVALON
US BANK CREDIT CARD CHARGES PAID APRIL 1,2022
$ 17,990.11 CHECK 34107
April 19, 2022
LAST NAME POST DATE AMT USD VENDOR DESCRIPTION DEPARTMENTHERNANDEZ 2/16/2022 118.35 PEBBLY BEACH BUILDING SUPPLY MAINTENANCE SUPPLIES PUBLIC WORKSHERNANDEZ 2/17/2022 119.38 PEBBYL BEACH BUILDING SUPPLY MAINTENANCE SUPPLIES PUBLIC WORKSHERNANDEZ 2/18/2022 34.06 CHETS HARDWARE HARBOR MAINTENANCE SUPPLIES PUBLIC WORKSHERNANDEZ 2/1B/2022 50.52 CHETS HARDWARE STREET MAINTENANCE SUPPLIES PUBLIC WORKSHERNANDEZ 2/21/2022 65.47 CHEr’S HARDWARE SEWER MAINTENANCE PUBLIC WORKSHERNANDEZ 2/21/2022 25.59 CHEr’S HARDWARE MAINTENANCE SUPPLIES PUBLIC WORKSHERNANDEZ 2/24/2022 113.S3 CHETS HARDWARE TOOL SUPPLIES PUBLIC WORKSHERNANDEZ 2/25/2022 4651 PEBBLY BEACH BUILDING SUPPLY MAINTENANCE SUPPLIES PUBLIC WORKSHERNANDEZ 2/28/2022 47.27 CHET’S HARDWARE TOOL SUPPLIES PUBLIC WORKSHERNANDEZ 2/28/2022 22.57 CHET’S HARDWARE MAINTENANCE SUPPLIES PUBLIC WORKSHERNANDEZ 2/28/2022 18.68 CHET’S HARDWARE SEWER MAINTENANCE PUBLIC WORKSHERNANDEZ 2/28/2022 2639 CHET’S HARDWARE MAINTENANCE SUPPLIES PUBLIC WORKSHERNANDEZ 2/28/2022 278.11 PEBBLY BEACH BUILDING SUPPLY SEWER MAINTENANCE PUBLIC WORKSHERNANDEZ 3/2/2022 13.73 CHET’S HARDWARE TOOL SUPLIES PUBLIC WORKSHERNANDEZ 3/4/2022 28.58 CHET’S HARDWARE HARBOR MAINTENANCE SUPPLIES PUBLIC WORKSHERNANDEZ 3/4/2022 22.25 CHET’S HARDWARE TOOL SUPPLIES PUBLIC WORKSHERNANDEZ 3/7/2022 37.36 CHEf’S HARDWARE STREET MAINTENANCE SUPPLIES PUBLIC WORKSHERNANDEZ 3/7/2022 11.72 CHEFS HARDWARE SEWER MAINTENANCE PUBLIC WORKSHERNANDEZ 3/7/2022 54.33 PEBBLY BEACH BUILDING SUPPLY HARBOR MAINTENANCE SUPPLIES PUBLIC WORKSHERNANDEZ 3/7/2022 54.88 PEBBLY BEACH BUILDING SUPPLY STREET MAINTENANCE SUPPLIES PUBLIC WORKSHERNANDEZ 3/9/2022 87.91 CHEFS HARDWARE SEWER MAINTENANCE PUBLIC WORKSHERNANDE? 3/10/2022 24.83 CHETS HARDWARE TOOL SUPPLIES PUBLIC WORKSHERNANDEZ 3/11/2022 35.12 CHETS HARDWARE SEWER MAINTENANCE PUBLIC WORKSHERNANDEZ 3/11/2022 23.02 CHET’S HARDWARE SEWER MAINTENANCE PUBLIC WORKS GREENLAW 3/7/2022 5,607.80 ARTO MAINTENANCE SUPPLIES PUBLIC WORKS HMIELAK 2/24/2022 83.8S ATLANTA LIGHT BULBS PARK MAINTENANCE PUBLIC WORKSHMIELAK 2/25/2022 104.38 CHET’S HARDWARE HARBOR MAINTENANCE SUPPLIES PUBLIC WORKSHMIELAK 2/28/2022 21.96 CHETS HARDWARE HARBOR MAINTENANCE SUPPLIES PUBLIC WORKSHMIELAK 2/28/2022 19.79 CHET’S HARDWARE ROOF MAINTENANCE PUBLIC WORKSHMIELAK 3/1/2022 85.17 AVALON PACK & SHIP STORE FREIGHT PUBLIC WORKSHMIELAK 3/3/2022 2,286.44 ALLUSEDPARTS.COM TRANSIT MAINTENANCE SUPPLIES PUBLIC WORKSHMIELAK 3/4/2022 (614.14) EXPLOSIVE POWER SPORTS CREDIT PUBLIC WORKSHMIELAK 3/4/2022 4,832.54 GOLDAK INC. SEWER MAINTENANCE PUBLIC WORKSHMIELAK 3/9/2022 (2,267.94) ALLUSEDPARTS.COM CREDIT PUBLIC WORKSHMIELAK 3/9/2022 203.57 DF SUPPLY INC. MAINTENANCE SUPPLIES PUBLIC WORKS HMIELAK 3/10/2022 2,080.40 ALLUSEDPARTS.COM TRANSIT MAINTENANCE SUPPLIES PUBLIC WORKSHMIELAK 3/11/2022 164.90 OF SUPPLY INC. MAINTENANCE SUPPLIES PUBLIC WORKSBAKER 3/4/2022 142.96 SOUTHWESTAIRLINES TRAVEL FINANCEHART 3/2/2022 53.20 BRAINSTORM PRODUCTS. LLC KITE FESTI VAL SUPPLIES RECREATIONHART 3/3/2022 52.76 CHET’S HARDWARE TOOLSUPPLIES RECREATIONHART 3/2/2022 30.00 CATALINA ISLAND CHAMBER MIXER DUES ADMINISTRATIONHART 3/9/2022 230.04 VISTA PRINT BUSINESS CARDS ADMINISTRATIONRADDE 3/3/2022 82.96 CYBERUNK NETWORK IT SUBSCRIPTION ADMINISTRATIONRADDE 3/3/2022 24.63 VASTCONFERENCE COMMUNICATIONS ADMINISTRATION CAMPBELL 1/18/2022 52.00 SENHUB COMMUNICATIONS HUMAN RESOURCESCAMPBELL 1/20/2022 510.79 LINKEDIN JOB ADVERTISEMENT HUMAN RESOURCESCAMPBELL 2/2/2022 300.00 WESTERN CITY MAGAZINE JOB ADVERTISEMENT HUMAN RESOURCESCAMPBELL 2/2/2022 513.93 LINKEDIN JOB ADVERTISEMENT HUMAN RESOURCES CAMPBELL 2/4/2022 S2.00 SENDHUB COMMUNICATIONS HUMAN RESOURCESCAMPBELL 2/17/2022 522.13 LINKEDIN JOB ADVERTISEMENT HUMAN RESOURCESCAMPBELL 2/18/2022 104.00 SENDHUB COMMUNICATIONS HUMAN RESOURCESCAMPBELL 3/3/2022 S39.83 LINKEDIN JOB ADVERTISEMENT HUMAN RESOURCESALEGRIA 2/17/2022 10.00 CATALINA ISLAND CHAMBER MIXER DUES FIREALEGRIA 3/3/2022 800.00 LOS ANGELES FIRE CHIEFS ASSOC. CONFERENCE DUES FIRE
CITY OF AVALON CITY COUNCIL
MEETING DATE: April 19, 2022 AGENDA ITEM: 3
ORIGINATING DEP: Administration CITY MANAGER:
PREPARED BY: Devin Hart, Administrative Analyst
SUBJECT: Resolution of Support for LGBTQ Rights and InclusionRECOMMENDED ACTION(S): Adopt a resolution of support for LGBTQ rights and inclusion.REPORT SUMMARY: This item appears on the agenda at the request of a member of theCity Council.
The proposed resolution of support for LGBTQ rights and inclusion is in response to legislation that is currently being adopted throughout the nation. Lesbian, gay, bisexual, transgender and queer people in the United States face discrimination in their daily lives. While many jurisdictions work to pass laws to protect LGBTQ people, others work to advance legislation that targets transgender people, limit local protection and allow the use of religion to discriminate.Specifically, in 2022 more than 172 bills at the state or federal level have been introduced that would target transgender and nonbinary people for discrimination by criminalizing healthcarefor trans youth, barring access to the use of appropriate facilities like restrooms, restrict trans student’s ability to fully participate in school sports, and make it more difficult to get identification documents with the correct name and gender.
The proposed resolution supports legislation that creates a safe, supportive and accepting environment that promotes understanding and acceptance of all individuals inclusive of theirsexual orientation, gender identity and gender expression.
FISCAL IMPACTS: None.
CONSEQUENCES OF NOT FOLLOWING RECOMMENDED ACTION: N/A
FOLLOW UP ACTION: Implement City Council direction.
ADVERTISING, NOTICE AND PUBLIC CONTACT: Pursuant to the Brown Act.ATTACHMENTS: Resolution.
RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF AVALON SUPPORTING LGBTQ RIGHTS AND INCLUSION
WHEREAS, all children, youth, and adults should be able to attend school or work and live in a safe and inclusive environment free from discrimination, and history has shown that civil rights laws are effective in contributing to such environments; and WHEREAS, explicit federal statutory protections currently address discrimination on the basis of race, color, national origin, sex, disability, but not sexual orientation or gender identity; and
WHEREAS, the lack of awareness and understanding of issues facing LGBTQ+ children and youth has contributed to a higher rate of isolation, depression, suicidalideations or attempts; and WHEREAS, education about and support of LGBTQ+ individuals increases understanding and cultivates acceptance of and respect for LGBTQ+ residents and visitors; and
WHEREAS, harassment and bullying policies that specifically mention sexual orientation, gender identity, and gender expression are associated with: students and employees feeling safer; lower levels of bullying; decreased incidents of harassment related to sexual orientation; and a great reporting of incidents.
NOW, THEREFORE, BE IT RESOLVED that the City of Avalon and the members of the Avalon City Council support the Department of Education guidance, and Department of Justice guidance regarding protecting all children, youth, and adults, and ensuring their equal and safe access to education and work; and be t further RESOLVED, the Avalon City Council and the City of Avalon seek and support legislation that specifically recognizes LGBTQ+ as a protected group and addresses discrimination based upon sexual orientation, gender identity, and gender expression; including HR. 5 - the Equality Act; and be it further
RESOLVED that the City of Avalon and members of Avalon City Council encourage local, school, county, state, and federal entities to review policies in regard to bullying and support revisions and amendments to those policies that specifically address the topics of sexual orientation and gender identification/expression as they relate to harassment and bullying; and be it further
RESOLVED that the City of Avalon and members of the Avalon City Council and their constituents seek and support legislation that creates a safe, supportive and accepting environment that promotes the understanding and acceptance of allindividuals inclusive of their sexual orientation, gender identity, and gender expression.
PASSED, APPROVED AND ADOPTED this 1 9th day of April, 2022.
Ayes:
Noes:
Absent:Abstain:
Ann H. Marshall, Mayor
ATTEST:
Gabrielle Morones, Deputy City Clerk
CITY OF AVALON CITY COUNCIL
MEETING DATE: April 19, 2022 AGENDA ITEM:
ORIGINATING DEP: Administration CITY MANAGER:
PREPARED BY: David Maistros, City Manager
Devin Hart, Administrative Analyst
SUBJECT: First Extension of CR&R’s Franchise and Lease Agreement RECOMMENDED ACTION(S): Approve the first extension of the franchise and lease agreement with CR&R Incorporated for solid waste, recyclables, green waste, C&D and debris box collection services and solid waste facility operation at the Pebbly Beach Landfill.REPORT SUMMARY: The City of Avalon entered into a Franchise and Lease Agreement withCR&R, Incorporated for solid waste, recyclables, green waste, C&D and debris box collectionservices and solid waste facility operation at the Pebbly Beach Landfill on March 20, 2013.
The “Initial term” of the agreement was for the period commencing on July 1 2013 and endingon June 30, 2023. Per Section 3.6 of the agreement:
“The Initial Term may be extended for two additional five-year periods (the “FirstExtension” and “Second Extension”). The First Extension and Second Extension shall take effect automatically on expiration of the Initial Term or First Extension as applicable, as long as the parties have not provided each other with at least one-year written notice of their decision not to execute the First Extension or Second Extension as applicable, for reasons attributable to the Company’s or City’s performance of the Agreement.”
The potential notification deadline to inform CR&R of the City’s intention to not automatically renew this agreement is June 30, 2022.
CR&R has been a responsive contractor in the management of the City’s landfill operations.
Additionally, City Staff have relied heavily on CR&R for their expertise in navigating and implementing the regulations associated with SB 1383.
City Staff recommend the City Council approve the First Extension of the Franchise and Lease Agreement with CR&R. If the City Council does not approve the First Extension of the Franchise and Lease Agreement, in addition to notifying CR&R of the City’s desire to not extend the agreement, City Staff will begin the process of developing a Request for Proposals(RFP) for qualified firms to fulfil the scope of work currently being overseen by CR&R.
GOAL ALIGNMENT: Ongoing meeting of City obligations.
FISCAL IMPACTS: There are sufficient funds available, and the expenditures are included in the FY21-22 Budget.
CONSEQUENCES OF NOT FOLLOWING RECOMMENDED ACTION: N/A
FOLLOW UP ACTION: Implement City Council direction.
ADVERTISING, NOTICE AND PUBLIC CONTACT: Pursuant to the Brown Act.ATTACHMENTS: CR&R Incorporated Franchise and Lease Agreement
FRANCHISE AND LEASE AGREEMENT
BETWEEN THE CITY OF AVALON
AND
CR&R INCORPORATED
FOR SOLID WASTE, RECYCLABLES, GREEN WASTE,
DEBRIS BOX COLLECTION SERVICES AND SOLID
FACILITY OPERATION
DATED MARCH 20, 2013
C
C&D ANDWASTE
65059 00004\7825841. 7
TABLE OF CONTENTS
DEFINITIONS 2
2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY 9
A. Existence and Powers 9
B. Company Authorization and Binding Obligation 10C. No Conflict 10 D. No Litigation 10
E. No Legal Prohibition 10
F. The Company’s Investigation 100. Information Supplied by the Company 10H. Representatives of the Company I. Contingency Plan 11
J. Rules and Regulations 11K. Company Proposal 11
3. GRANT OF EXCLUSIVE AGREEMENT AND REQUIREMENT OF
MANDATORY SERVICES 113.1 GRANTOFFRANCHISE 113.2 MANDATORY COLLECTION 113.3 SELECTION OF DISPOSAL SITE 123.4 COMPANY RESPONSIBILITY 12
3.5 EXCEPTIONS TO FFNCHISE 123.6 TERM OF AGREEMENT 133.7 PAYMENTS TO CITY 14
3.8 GROWTI-ITNACCO(JNTS 14
3,9 ANNEXATION 15
3.10 TITLE TO SOLID WASTE, RECYCLABLES, AND GREEN WASTE 153.11 CONDITIONS TO EFFECTIVENESS OF AGREEMENT 15
4. COLLECTION SERVICES OF COMPANY 16
4.1 COLLECTION SERViCES PROVIDED BY COMPANY 164.2 SOLID WASTE COLLECTION 17
4.3 RECYCLING 19
65059.00004\782584 1.7
/
TABLE OF CONTENTS
(continuecli
Page
4.4 GREENWASTE.2
4.5. COLLECTION OF CONTAMINATED MATERIALS 22
5. OPERATION OF LANDF1LL FACILITIES 22
5.1 OPERATION OF DISPOSAL FACILITIES 22
5.2 LANDFILL 235.3 MRF 24
5.4 HAZARDOUS WASTE FACILITY 26
5.5 GENERAl 27
6. OTHER. COMPANY REQUIREMENTS 33
6.1 GENERAL 336.2 CHANGE IN OPERATIONS/ADMINISTRATION OR SCHEDULE 30
6.3 ACCTJMULATION OF SOLID WASTE AND DUMPiNG 37
6.4 MODIFICATIONS OR SCHEDULE CHANGE OF FRANCHISE
SER\1ICES 37
6.5 REPORTS 37
6.6 GENERAL
- 37
6.7 ADDITION OF NEW NON-FRANCHISE SERVICES 39
6.8 COMPANY VEHICLES 40
6.9 LP CONVERSION AND FACILITIES 41
6.10 WASTE TO ENERGY 41
7. CONFIDENTIALITY 418. SERVTCE RATES & COMPANY SERVICE FEES 42
8.1 SERVICERATES 42
7 COMPAHY ERVTrP F’F 47
9. INDHvINI1 Y, TNSLRANLh 4..
9.1 INDEMNIFICATiON OF ThE CITY 42
9.2 AB939 43
9.3 HAZARDOUS SUBSTANCES iNDEMNIFICATION 439.4 INSURANCE SCOPE AND LIMITS 44
9.5 FAI’IHFUL PERFORMANCE BOND 47
—Ii—
65059.03004\7825g41 .7
TABLE OF CONTENTS
(continued)
Page
9.6 REVOCATION OF PREVIOUS AGREEMENTS 479.7 COMPLIANCE WITH APPLICABLE LAW AND CITY ORDINAI’JCE 48
10. BREACH, DEFAULT AND REMEDIES 48
10,1 LIQUIDATED DAMAGES 4810.2 EVENTS OF DEFAULT 4910.3 RIGHT TO TERMINATE UPON DEFAULT 51
10.4 POSSESSION OF COMPANY PROPERTY UPON TERMINATION 5110.5 CUMULATIVE SPECIFIC PERFORMANCE 52
10.6 EXCUSE FROM PERFORMANCE 52
10.7 RIGHT TO DEMAND ASSURANCES OF PERFORMANCE 5310.8 THE CITY’S RIGHT TO PERFORM UPON DEFAULT 53
10.9 PERFORMANCE REVIEW 54
11, DISPUTE RESOLUTION 56
11.1 REFERENCE OF DISPUTF 5611.2 DISPUTE RESOLUTION PROCEDURES 5611.3 INTERIM MEASURES 5711.4 COSTS AND ATTORNEY’S FEES 5711.5 PUNITIVE DAMAGES 57
12. INDEPENDENT CONTRACTOR 5813. DRIVING SURFACE DMvIAGE 5814. RIGHT OF ENTRY 5815. LAWTOGOVERJ”J 58
16. FEES AND GRATUITIES 5817. AMENDMENT 5918. ASSIGNMENT 5919. NOTICES 61
20. SEVERABILITY 62
21. EXECUTION OF AGREEMENT 6222. PREVAILING WAGES 62
I
‘L.1
65059.00004\7825841 .7
AGREEMENT
BETWEEN THE CITY OF AVALON
AND
CR&R INCORPORATED
FOR SOLID WASTE. RECYCLABLES, GREEN WASTE. C&D AND
DEBRIS BOX COLLECTION SERVICES
AND SOLID WASTE FACILITY OPERATION
FRANCHISE AND LEASE AGREEMENT
THIS FRANCHISE AND LEASE AGREEMENT is made and entered into this 20th day of March 2013, between the City of Avalon, (hereinafter “the City’) and CR&R Incorporated, aCalifornia coi-poration (hereinafter “the Company”). Unless otherwise specified in this Agreement, any aclion authorized, or required to he taken by the C.ity may be taken by the City Council (hereinafter “Council”) or by an official or agent designated by the Council.
RECITALS
The Legislature of the State of California, by enactment of California Public Resources Code Sections 40000 et seq. and California Public Resources Code Section 49300, declares that it is within the public interest to authorize and require local agencies to make adequate provision forSolid Waste handling within their jurisdictions.
The Council has determined that the public health, safety and well being of its residents requiresthat Solid Waste collection and disposal, including, hut not limited to, the frequency ofcollection, the means of collection and the transportation, scope, charges and fees, location, and extent of such services, be provided by an exclusive contract.
The City desires to secure comprehensive recycling services for all Solid Waste generatorswithin the Chv.
The CFN owns the landfill located at Pebbly Beach. Santa Catalina Island. California which is more particulally described in ATTACI-iN4ENT 1 (‘Landfill”), the materials recovery facility located adjacent to the Landfill and more particularly described in ATTACHMENT I (“MRF) and the residential hazardous waste facility iccated at Roaring Canycn, Santa Catalina lsland California. which is more particularly described in AtTACHMENT 2 (“Hazardous WasteFacility”).
The Council, having detennined that the Company by demonstrated experience, reputation, and capacity is qualified to exclusively provide for the collection of Solid Waste, Recyclables, andGreen Waste within the corporate limits of the City and to transport such materials to places of disposal or processing, desires that the Company be engaged to perform such services on theterms and conditions set forth in this Agreement. 65O59OOOO4\?8254 I. 1
The Council further desires to lease the Landfill and MRF to Company and for Company to operate these facilities and the Hazardous Waste Facility on the tenns and conditions set forth below.
The City must comply with the Source Reduction and Recycling and Household Hazardous Waste elements required of it pursuant to the California Integrated Waste Management Act of 1989.
NOW, THEREFORE, intending to be legally bound, the parties agree as follows:
DEFINITIONS
For the purposes of this Agreement, the following words or phases shall have thefollowing meanings.
AB 939. AB 939 means the California Integrated Waste Management Act of 1989 (Division 30 of the California Public Resources Code), as amended, supplemented,superseded, and replaced from time to time.
Agreement means this Franchise and Lease Agreement, including all attachments and future amendments.
AppLicable Law. Applicable Law means all laws, regulations, rules, orders, judgments, decrees, permits, approvals, or other requirement of any governmental agency havingjurisdiction over the (1) collection, handling, processing, and disposition of Solid Waste, Rccyclahles and Green Waste and/or (2) operation, maintenance, repair, closure or postclosure of any Disposal Facility that are in force on the Effective Date and as they may beenacted, issued, or amended during the term of this Agreement.Bin. Bin means a front-loaded or otherwise receptacle provided by the Company forCommercial Customers and electing Multiple-Family Dwellings which is picked up byCollection trucks.Bulky Waste. Bulky Waste means large items of Solid Waste such as appliances,furniture, branches, and other oversize wastes whose large size precludes or complicates their placement in containers or handling by normal collection, processing, or disposalmethods, but excluding Excluded Waste; construction and demolition (C&D), itemslarger than five cubic yards or heavier than 500 pounds; and items of excessive size ordensity, such as engine blocks, spas, boats, and trailers.Cart. Cart means an industry standard receptacle for disposal of residential Solid Waste,Green Waste, and Recyclables, in a range of sizes, including approximately 35-60 gallons. A Cart may have wheels and has a handle for ease of movement and a tight fitting, attached lid and is designed to be dumped manually or mechanically into a Solid Waste collection vehicle.
çjv. City means the City of Avalon in the State of California. 6505g.00004\7825841. 7
2 Citvcharges. City Charges means any charges that the City includes in the Rates in addition to the Company Service Fee to cover City-related programs, administrative costs, and/or other expenses,
Cth’ aepresentative. City Representative means the City’ Manager, or designee.
Collection, Service, or Collection Service. Collection, Service) or Collection Service means all or any part of the activities involved in the Collection of Solid Waste, GreenWaste, and/or Recyclable Materials specified in this Agreement and their transportation to a Designated Disposal Site, Recyclables Processing Facility, or Green WasteProcessing Facility.
Commercial Customer. Commercial Customer means a Customer that receives Commercial Service including, but not limited to, those Multiple-Family Dwellings andMobile Home Park Customers that use Bin, Debris Box or Comnaetor Service.
Commercial Premises. Commercial Premises means all industrial, nianufactuT-ing, andwarehouse establishments; wholesale and tetail stores; service establishments; professional offices; other husii.ess establishments; government facilities; schools; andconstruction sites.
CommerjlReçyçliig. Commercial Recycling means the collection, processing, and marketing of those Recyclable Materials that are collected from Commercial Customers under this Franchise.
Commercial Service. Commercial Service means Bin, Debris Box, Compactor or Cart Service provided under this Franchise to Commercial Premises and l3in, Debris Box or Compactor service provided to Multipletamily Dwellings.
Compactor. Compactor means a compacling unit that loads a detachable or nondetachable Bin or Debris Box. The detachable or non-detachable Bin or Debris Box serves as a receptacle of Solid Waste and has a capacity of one (1) cubic yard or larger.
Company. Company means CR&R Incorporated
cppy_çrvice Fee or Service Fec. Company Service Fee. or Service Fee means the compensation provided to the Company for Services pcrionned pursuant to hisAgreement.
Construction and Demolition Debris or C&D Debris. Construction and Demolition Debris or C&D Debris means waste building materials, packaging, and rubble resultingfrom construction, remodeling, repair, and demolition operations on pavements and on houses, commercial buildings, and other structures, but not including any ExcludedWaste. çpugi. Council means the City Council of the City of Avalon. 6>b59.eOL)i34’755541. 7 3
Curbside. Curbside means that part of a property, within five feet of the Public Street f. without blocking sidewalks, driveways, or on-street parking. If extraordinary circumstances preclude such a location, Curbside shall be considered a placement suitable to the Customer, convenient to the Company’s equipment, and mutually agreed to by the Customer and the Company.Current Emolovees. Current Employees means the employees of a private waster hauler providing substantial similar services as undertaken by the Company under thisAgreement on February 1, 2013. However, Current Employees shall be limited to those employees working full-time on Santa Catalina Island.
Customer. Customer means an individual or entity that receives any Services provided by the Company. Customer shall also mean the person, organization. or corporationreceiving Services to which billing statements are sent. Customer also means thosegenerators of Recyclable Materials in the City to whom the Company provides CollectionService under this Agreement.
Debris Box. Debris Box means a receptacle for Solid Waste and C&D Debris having acapacity of greater than three (3) cubic yards that is picked up in its entirety by a dedicated truck for emptying at a separate location. Also known as a roll-off box or dropbox.Designated Disposal Site. The Designated Disposal Site means a transfer station or sanitary landfill designated by the City for delivery of Solid Waste collected by theCompany under this Agreement.
Disposal. Disposal means the final disposition of Solid Waste collected by the Company,whether occurring at the Designated Disposal Site or after subsequent delivery to adifferent facility.
Disposal Facilities. Disposal Facilities mean the Landfill, MRF and Hazardous WasteFacility.
Effective Date. Effective Date means July 1, 2013, the date that Franchise Services shall commence under this Agreement.
Ekctroc Waste or E-Waste. Electronic Waste or E-Waste means waste containing orconsisting of electronic devices and components, such as computers, monitors, terminals. computer cards and components, computer peripheral devices, main frame computers,keyboards, mice, printers and scanners, minisystems, power supply unIts, servers,connectors/cables, storage discs, consumer electronics, printed circuit boards, televisions,chips and components, cellular and other phones, telecommunications equipment, and fax machines and copiers, but not including Excluded Waste.Excuded Waste. Excluded Waste means Hazardous Waste; Medical and InfectiousWaste; volatile, corrosive, biomedical, infectious; biohazardous, and toxic substances or material; waste that the Company reasonably believes would, as a result of or upondisposal. he a violation of local, state, or federal law. regulation or ordinance, including 6505900004m25841. 1
4 [and use restrictions or conditions; waste that cannot be disposed of in Class III landfifls; waste that in Company’s reasonable o inton would present a significant risk to humanhealth or the environment, cause a nuisance, or otherwise create or expose the Companyor the City to potential liability; and Special Waste. Exciuded Waste does not include de rninincis volumes or concentrations of waste of a type and amount normally found in residential Solid Waste after imolementation of programs for the safe collection, recycling, treatment, and disposal of Household Hazardous Wastes in compliance with Sections 41500 and 41802 of the California Public Resources Code.
Franchise. Ihanchise means the rights granted to and responsibili!ies assumed by the Company under the terms and conditions of this Agreement.
Franchise v1ateria]s. Franchise Matcri&s means all Solid Waste, Recyclabie Materials, and Green Waste. including C&.D Debris, generated in the City and included within the Frai ichi so.
Franchise Services or Services. Franchise Services or Services mean all of the duties and obligations of the Company hereunder as stated in this Agreement.
Gajgge.Garbae means Solid Waste as defined herein.
Green gte. Green Waste means all tree and plant trimmings, grass cuttings, dead plants, weeds, leaves, branches, and similar plant materials, but not including Excluded Waste, palm material, br items longer than five (5) feet or with a diameter greater than six (6) inches.Green Waste Procçssina Faoilit’. Green Waste Processing Facility means a facility used by the Company for handling, processing, and preparing collected Green Waste for marketing.
Hazardous Waste. Hazardous Waste mcans a waste, or combination of Wastes, which, because of its quantity. concentration, or physical, chemical, or infectious characteristics, may do either of the following:
(I) Cause, or significantly contribute to, an increasc in morality or an increase in serious ineversible or incapacitatina reversible iliness(2) Pose a subsiant:ai present or potent:al hazard to hu:nan health or e:ivironnenwhen improperly treated. stored, transnor;ed. or disnosed of, or otherwise managed. (California Public Resources Code Section 4014:.) Hazardous Waste Façflitv. Hazardous Waste Facility means the disposal facility accepting residential Hazardous Waste, Household Hazardous \Vaste. Universal Was:e and B-Waste located at Roaring Canyon Santa Catalina Island, California. which is more particularly described in ATTACHMENT 2.
5u59.OOOOqVI825&4 I
5 Household Hazardous Waste. Household 1-lazardous Waste shall have the meaning set forth in Title 14, California Code of Regulations, Section 18502 or successor laws and ( regulations as may be amended from time to time.
HDPE (High Density Polyethylene). HDPE means a recyclable plastic that includes, but is not limited to, milk jugs.
Landfill. Landfill means the landfill located at Pebbly Beach, Santa Catalina Island, California, which is more particularly described in ATTACHMENT 1.
Landfill Facilities. Landfill Facilities mean the Landfill and MRF.
Litter/Recycling Receptacles. Litter/Recycling Receptacles means the public litter/recycling containers located in the downtown area of the City as specified in ATTACHMENT 3 attached hereto, as well as all flture additions specified by the City and mutuallyagreed to by the Company.
Medical and Infectious Waste. Medical and Infectious Waste means biomedical waste generated at residences in excess of legal limits or at hospitals, public or private medical clinics, dental offices, research laboratories, pharmaceutical industries, blood banks, mortuaries, veterinary facilities, and other similar establishments.
Monthly Remittance. Monthly Remittance means the monthly payment made to the Cityfor such payments due by the Company to the City as required by this Agreement.
MRF. MRF means the materials recovery facility located adjacent to the Landfill and more particularly described in ATTACHMENT I.
Multiple-Family Dwelling. Multiple-Family Dwelling means any building or structure,or portion thereof used for residential purposes and having three (3) or more distinct living units. Multiple-Family Dwellings, at the Owner’s request, may be provided with Residential Service using Carts or with Commercial Service using Bins, Debris Boxes or Compactors.
Owner. Owner means the person, organization, or corporation holding legal title to the real property constituting the premises to which any Service is provided.
Parties. Parties means the City and the Company.
(pleth’lenejFerephthalate). PET means a recyclable plastic that includes, but is not limited to, 2-liter soda bottles.
Processing or Process, Processing or Process means treatment, sorting, or other activitiesintended to improve the market value of Recyclables or Green Waste.
Public_Street. Public Street means a public way used for public travel. 65059.060U4\7825841. I
0 Rates. Rates means the Company Service Fees plus any City Charges for Franchise Service billed.
Recycle. Recycline. or Recvc!ed. Recycle, Recycling, or Recycled means the process ofseparating. collecting, sorting, cleansing, treating, reconstituting, or otherwise processing materials that are or would otherwise be disposed of in a landfill and returning them to the economic mainstream in the fonn of raw material for new, reused, or reconstituted producis which meet the quality standards necessary to be used in the marketplace.
Recygable Matejials or Recyclables. Recyclable Materials or Rec ciables means thosematerials that may be separated on a commercially reasonable basis from Solid\Vasteand returned to the economic mainstream in the form of raw materia for new, reused, orreconstituted products which meet the ruality standards necessary to be used in the rnakeIpiace. Subject to mutually agreed revision by the Parties. Recyclable Materials orRecyclables include, newspaper (including inserts, coupons, and store advertisements).corrugated cardboard, mixed waste paper (including office paper, computer paper, magazines, junk mail, catalogs> Kraft bags and Kraft paper, paperboard, egg containers,phone books, brown paper, grocery bags, colored paper, construction paper, envelopes, legal pad backings, shoe boxes, and cereal and other similar food boxes), glass containers(including colored glass bottles and jars), aluminum (including beverage containers, foil,food containers, and small scrap metal), plastic milk and juice containers, steel or tin cans, small scrap metal, PETE an.d HDPE plastic containers (natural and colored), usedmotor oil and oil filters, and any other commercially viable recyclable materials mutually agreed to by the Company and the City, but excluding food waste. Recyclables are further defined in ATTACHMENT 4.Recyclables Processthg Facility. Recyclables Processing Facility means a facility used flit handling, processing, and preparing collected Recyclable Materials for marketing.
The MRF is a Recyclables Processing Facility.Refuse. Refuse means waste material intended for Disposal. but not including ExcludedWaste, and has the same meaning as Solid Waste.
Residential Customer. Residential Customer means a Customer that receives Residential Service, including those Mialiule-Famny Dwellings and Mobile Home Park Customers that usc Cart Service.
hcsidccii.Hcxclin. Residential Recycling means the collection, processing, and marketing of those Recyclable Materials that arc collected from Residential Custoinersunder this Franchise. gjdential_Sivic. Residential Service means Collection Service normally provided under this Franchise to all Singletamily Residences and those Mnltiple-Family Dwellings Ihat receive Cart Service.
Self Hart Self Haul means the transport of Solid Waste, Recyclables, Green Waste, or C&D Debris from a residence or Commerc1al Premises, where the waste being generated tr; directl’ to an rutho’ized landfill. transfer stdnn. RecvclaNes Processing 65(b9000U4\’1S2584 I. 7
7 Facility, or Green Waste Processing Facility. The transport must he accomplished by the Customer, Owner, or person or entity that generates the Solid Waste, Recyclables, GreenWaste, or C&D Debris and may not be transported by a company, agent, or other third party hired for such use.Service Area. Service Area means the jurisdictional boundary of the City, including all areas hereafter annexed or otherwise added to the territorial limits of the City. $j,gaturQate. Signature Date means the date of execution of this Franchise Agreementby both Parties.
Siflgje-Family Residence. Single-Family Residence means any one-unit house or mobile home, and any building or structure, or portion thereof, that is used for residential housing puioses and has two (2) or fewer distinct living units.
Solid Waste. Solid Waste means and includes all forms of residential and commercial waste generated within City limits and intended for Disposal. Solid Waste as defined in California Public Resources Code, Section 40191 and regulations promulgatedthereunder and without limitation includes all puirescihie and nonputrcscibic solid, semisolid, and liquid wastes, including garbage, trash, refuse, rubbish, ashes, industrialwastes, demolition and construction wastes, abandoned vehicles and parts thereof, discarded home and industrial appliances, dewatered, treated, or chemically fixed sewage sludge which is not hazardous waste, manure, vegetable or animal solid or semisolid wastes, and other discarded solid and semisolid wastes. Excluded from the definition of Solid Waste are Excluded Waste, Recyclable Materials, Green Waste, and C&D Debris if other provisions of this Anreement discuss collection and disposal of such materials.
Notwithstanding any provision to the contrary, “Solid Waste” may include de minimnis volumes or concentrations of waste of a type and amount normally found in residential solid waste after implementation of programs for the safe collection, recycling, treatment, and disposal of Household Hazardous Waste in compliance with Sections 41500 and 41802 of the California Public Resources Code.
Special Waste. Special Waste means flammable waste; waste transported in a bulk tanker; liquid waste; sewage sludge; pollution control process waste; residue and debrisfrom the cleanup of a hazardous material spill or release of chemical substances,commercial products, or any other Special Wastes; contaminated soil, waste, residue, debris, and articles from the cleanup of a site or facility formerly used for the generation, storage, treatment, Recycling; reclamation, or Disposal of any other Special Wastes; dead animals; manure; waste water; explosive substances; and radioactive substances.
State. State means the State of California.
Torn Ton means 2,000 pounds.
Transport. Transport means the hauling of Solid Waste or Green Waste to a Designated Disposal Site, of Recyclables to a Recyclables Processing Facility, and of Green Waste toa Green Waste Processing Facility. ( 65059.00004\782584]. 7
S
Uncontrollhle Circumstances. Uncontrollable Circumstances means any acts of god, such as landslides, lightning, fires, storms, floods, pestilence, freezing, and earthquakes; explosions; sabotage; civil disturbances; acts of a public enemy; wars; blockades; riots;eminent domain; condemnation or other taking; or other events of a similar nature, notcaused or mainlained by the City or the Company, which event is not reasonably \vithin the control of the Party claiming the excuse from its obligations due to such event, to theextent such event has a material adverse effect on the ability of a Party to perform itsobligations thereunder. Events which could have been prevented by reasonable precautions, including compliance with agreements and Applicable Law, shall not be considered an Uncontrollable Circumstance. Labor unrest, including but not limited to,strike, work stoppage or slowdown, sickout, picketing, or other concerted job actionlawfully conducted by the Company’s employees or lawfully directed at the Company or a subsidiary are not considered Uncontrollable Circumstances, but shall excuse performance to the extent provided in Section 10.6.
Universal Waste. Universal Waste means any waste matter which the Stare of Californiaclassifies as ‘universal waste.’ including, but not limited to, items and materials listed in22 CCR 662619. as it may be amended, as well as any items listed below not classifiedby the State of California as ‘universal waste.’ Universal Waste includes, but is notlimited to, the following:F-Waste; Batteties (except automobile batteries);Thermostats;
Lamps with fluorescent tubes, high intensity discharge lamps, sodium vapor lamps, and other lamps with hazardous waste characteristics;
Cathode ray tubes;
Aerosol cans;Mercury-containing items, inchiding light switches, pressure gauges. and thermometers;Appliances, devices, and other objects containing electronic components, including (hut not limited to) computers, computer monitors, cellular telephones, copiers, faxmachines, DVD players, VCRs, and televisions; and Prescription and non-prescription drugs. not including controlled substances.
WTE Faciluv. WIE Facility means a facility or equipment that produces electvicrty directly through combustion or other process or produce a conibustible fuel commodity,such as luquified petroleum (LP) gas, methane. methanol, ethanol or synthetic fuels, fromSolid Waste, Green Waste and/or Recyclables.
2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company, by acceptance of this Franchise, represents and warrants that:A. Existence and Powers. The Company is duly organized and validly existing as a corporation under the laws of the State of California, with fall legal right and power toenter into and perfoum its obligations under this Agreement. 65059.09004\7t256’41. ‘1
9 13. Company Authorization and Binding Obligation. The Company has the authority to enter into and perform its obligations under this Agreement. The Company or itsauthorized representative has taken all actions required by law and its governingdocuments to authorize the execution of this Agreement The persons signing thisAgreement on behalf of the Company wan-ant and represent that they have authority to do so. This Franchise constitutes the legal, valid, and binding obligation of the Company C. No Conflict. Neither the execution nor the delivery by the Company of this Franchise nor the performance by the Company of its obligations hereunder: (1) conflictswith, violates, or results in a breach of any law or governmental regulation applicable to the Company; (2) conflicts with, violates, or results in a breach of any term or conditionof any judgment, decree, agreement (including, without limitation, the certificate of incorporation of the Company). or instrument to which the Company is a patty or by which the Company or any of its properties or assets are bound, or constitutes a defaultunder any such judgment, decree, agreement, or instrument; or (3) will result in the creation or imposition of any encumbrance of any nature whatsoever upon any of theproperties or assets of the Company.
D. No Litigation. There is no action, suit, or other proceeding as of the Signature Date of the Agreement, at law or in equity, or to the best of the Company’s knowledge, any investigation, before or by any court or governmental authority, pending orthreatened against the Company which may materially and adversely affect the validity orenforceability of this Franchise or any such agreement or instrument entered into by theCompany in connection with the transactions contemplated hereby, or which could ( materially and adversely affect the ability of the Company to perform its obligations hereunder, or which would have a material adverse effect on the financial condition ofthe Company or its parent company,13. No Legal Prohibition. The Company has no knowledge of any Applicable Law ineffect on the Signature Date which would prohibit the performance by the Company of this Franchise and the transactions contemplated hereby.
F. The Company’s Investination. The Company has made an independentinvestigation (satisfactory to it) of all conditions and circumstances surrounding the Agreement, the City’s needs; and the Companys ability to provide Services. The Company has relied solely on its own investigation of the City, its Customers, and serviceneeds in prepadng its proposal and entering into this Agreement.0. Infonriation Supplied by the Company. The information supplied by the Company in all submittals made in connection with negotiation and execution of this Agreement, including all materials in the ATTACHMENTS ofthisAgreement and all representations and warranties made by thc Company throughout this Agreement; are true, accurate,correct, and complete in all material respects on and as of the Signature Date of thisAgreement.H- Rcpresentatives of the Company. The Company has designated in writing a responsible officer who shall serve as the representative of the Company and who shall o5O59.OOOC4V75t54i. 7
10 have authority in all daily operational matters related to the Agreement. The City may rely upon action taken by such designated representative as action of the Company.
Contirwency Plan. The Company shall submit to the City within thirty (50) days of the Effective Date of this Agreement a written “Contingency Plan” demonstrating theCompany’s specifIc, arrangements to provide vehicles and peusoirnel and to maintain uninterrupted Service during mechanIcal breakdowns, and strikes.
J. Rules and Reg ations. The Company hereby agrees to observe and comply withthe operating rules and regulations of the Designated Disposal Site, including without limitation those governing delivery procedures, receiving hours, vehicle and wasteinspection, Hazardous Waste screening. litter control, and safety measures.
K. Compangppa1. Company understands and agrees that City has relied cn the written promises regarding Company’s le\fel of Services and customer outreach and prograñts set forth in its proposal submitted to the City as supplemented by the February 25, 2013 letter and collectively attached as ATTACHMENT 9. To the extent this Agreement and Ccmpany’s proposal are in conflict, the document that provides the highest level of Services or programs to the City and its residens shall gcvern.
3. GRANT OF EXCLUSIVE AGREEMENT AND REQUIREMENT OF
MANDATORY SERVICES
3.1 GRANT OF FRANCH:SE. The City hereby grants to the Company, for the temi hereinafter set forth, the exclusive right and privilege to collect and transport to any legally authorized landfill or other disposal site or sItes all Solid Waste, Green Waste, and Recyclables, including C&D Debris and Debris Box materials,generated, kept, andIor accumu]ated wthin the City limits as those limits, unless otherwise exempt from Collection pursuant to the terms and conditions of this Agreement. The Collection of Solid Waste or Recyclables from theLitter/Recycling Receptacles or any Recycling receptacles provided pursuant to Section 4.3.4 are expressly exempted from this Agreement. City may request that Company provide Collection of the Solid Waste or Recyelables from theLitter/Recycling Receptacles or any Recycling receptacles provided pursuant to Section 4.3.4, provided that such decision shall be considered a change in theServices subject to Section 6.4. Moreover, the Collection of Solid Waste.Recyclubles and Green Waste by City is expressly exempted front this Agreement. The Lt also hereby leases the Landfill Facilitics to Company and Company shall have the exclusive right and responsibility foi operating the Landfill Facilities on the terms and conditions set forth in this Agreement.Company shall also have the exclusive right and responsibility for operating the Hazardous Waste Facility on the tents and conditions set forth in this Agreement.
3.2 MANDATORY COLLECTION. The City hereby agrees and covenants to the Company that it will at all times during the term of this Agreement require by ordinance or otherwise that all Single-Family Residence. Multiple-Family Dwellings, and Commercial Premises within the City which generate Solid Waste ó)O59.UG004V182S84 I. /
11 shall be required to have mandatory service from Company pursuant to the exclusive franchise granted in this Agreement, with the exception of those certain Customers exempted from Service requirements as provided in Section 3.5 and those Customers who comply with Sections 6-2103 and 6-2.403 of the AvalonMunicipal Code.
3.3 SELECTION OF DISPOSAL SITE. The City shall have the right to select the Designated Disposal Site. Initially, the Designated Disposal Site is the Landfillfor Solid Waste. The City max’ change the Designated Disposal Site at any time, with ninety (90) days’ written notice to the Company. Should the change in siteincrease the Company’s cost of Transport, Processing, and/or Disposal, the Company Service Fee shall be adjusted to cover such increased costs as agreed to by City and CornDany.
3.4 COMPANY RESPONSIBILITY. [he Company hereby accepts and assumes responsibility to perform and fulfill all the terms, covenants, conditions, and obligations required under rhis Agreement. The Company agrees to perfonn all ofits obligations under this Agreement for the term hereof. The Company shall furnish all the labor and equipment necessary for the Collection and Disposal of all Solid Waste, for the Collection, Processing, and Transport of all C&D Debris, Recyelables, and Green Waste and for the operation and maintenance of theDispospi Facilities, subject to the terms, conditions, and provisions of this Agreement.
I’
3.5 EXCEPTIONS TO FRANCHISE
3.5.1 Excepted Services. The following services are expressly excluded from this Franchise:
1) The rental, lease, or sale of publicly owned Compactors and identified privately owned Compactors as determined in writing by City, provided that the Company shall have the exclusive right to providehauling services for Compactors unless used exclusively for the collectionof Self Haul materials. 2) Self Haul of Solid Waste, C&D Debris and Recyclabies aspermitted in the Avalon Municipal Code whereby materials are delivered by a Residential or Commercial Customer directly to a disposal orprocessing facility using the Customer’s own equipment. Customerscannot subcontract any portion of the Self Haul to any entity other than the Company,
3) The discretionary Collection of Solid Waste, Recyclables andGreen Waste by City,
3.5,2 Exempt Materials. The Company shall not have the exclusive right and privilege to collect the following materials. However, the granting of thisFranchise shall not ptelude an Owner, festd’flt, .‘ ..r.’.nt._i.;al ent/ty aO59.(iOOO4\725S4i. 7
12 from contracting for the catenories of materials described below to be. delivered to, collected and/or transported by the Company or others. provided tnat nothing n this Franchtse :3 tntended to or shall be construed to excuse any person from obtaining from the City any authorization which is otherwise required by law:
1) Recyclable Materials donated or sold by Residential Customers or Commercial Customers to any party of their choice.
2) Materials which would otherwise constitute Franchise Materials that are removed from a premise by a company as an incidental part of a gardening. laudscaing. tree trimming, cleaning. maintenance. construction, or similar sen’icc offered by that company rather than as awaste hauling servicc. This provision does not allow the hauling of materials by any business hired for the purnoses of yard. garage, orbuilding cleanup and removal of debris. 3) The Company’s exclusive Franchise in this Agreement shall not include governmental entities if and to the extent the City has no legal power to include them in the exclusive Franchise. The provisions of thisFranchise shall not preclude or prohibit the City or any officer or employee thereof or any employee of the State, or any govermnentalsubdivision thereof, from collecting, removing, and disposing of Franchise Materials from the City or State facilities. Moreover, this subsection does not affect Company’s responsibility to provide free City service. pursuant to Section 4.2.5.
l) Materials which would otherwise constitute Franchise Materials collected from the LinerRecycling Receptacles located within the publicright-of-way which are initially described in ATTACHMENT 3 or any Recyclable itceptacles provided pursuant Section 4.3.4. City may modify the nimber or location of such receptacles as it wishes in its sole discretion. However, Company shall Collect all Franchise Materials from the Liter/Recycling Receptacles or any Recyclable receptacles providedpursuant Section 4.3.4 if requested to do so by the City. Such election shall he considered a change in thc Services subject to Section 6.4.
3.6 TERM OF AGREEMENT
The term of this Agreement shall be for the period commencing on July 1, 2013, and ending on June 30, 2023 (‘<Initial Term”). The initial Term may be extended for tv.’o additional five-year periods (the First Extension” and “Second Extension”). The First Extension and Second Extension shall take effect automatically on expiration of the Initial Term or First Extension, as applicable, as long the parties have not provided each other with at least one-year written notice of their decision not to execute the First Extension or Second Extension. as applicable, for reasons attributabie to the Company’sor City’s performance of the Agreement. 65059. U0U04k782584J. 7
13 33 PAYMENTS TO CITY
3.7.1 ççyclabIe Materials. Company shall pay the City fifty percent (50%) of all monthly net revenues received by Company for the sale or transfer of Recyclable Materials and Green Waste collected by Company under thisFranchise or received by Company while operating the Disposal Facilities.
Company shall remit the monthly payments required under this section on or before the fifteenth of each month representing the amount due for the prior calendar month. All payments shall be submitted with an invoice or other documentation indicating the total gross and net revenues, applicable Company costs, weight of total Recyclables, Green Waste and each category separated by price and price per pound or other applicable unit of measurement.
3.7.2 Audits. The relevant books and records of the Company shall be subject to audit and inspection for the purpose of reviewing operations, accounts receivable and customer service, by either Party, its auditors or other agents, at any reasonable time upon reasonable notice. Such audit orinspection shall take place at a City facility, if reasonably practicable, or at a Company facility on Santa Catalina Island, Los Angeles County. TheCity shall initially bear the cost of such audit. If such audit discloses a material breach of this Agreement or an underpayment of other sums due to the City under this Agreement in excess of five percent (5%) of the amount which should have been paid, the Company shall promptly tender ( to the City the amount of such underpayment, together with interest at the rate of ten percent (10%) computed from the date of underpayment, andshall further reimburse the City for the entirety of its audit costs, inc]uding, without limitation, auditor’s costs and expenses, internal costs and expenses, and legal and other third party expenses. If such audit discloses an underpayment of less than five percent (5%), the Companyshall promptly repay such underpayment, together with interest at the rate of ten percent (10%) computed from the date of underpayment, and the City shall bear the costs of the audit. If such audit discloses anoverpayment, the City shall promptly repay such underpayment and the City shall bear the costs of the audit.
3.8 GROWTH IN ACCOUNTS
The Company shall provide service to all existing or new Customers within the City limits requiring or requesting Service during the term of Agreement. TheCity and the Company shall determine the number of Customers in each service c category for Residential Service and Commercial Service, within ‘90 days of the Effective Date of the Agreement but not later than October 1, 2013. The Company shall be entitled to a proportional increase in the Company Service Feeequal to the number of new customers (Residential or Commercial or any combination) once the customer base esiablished cu or before October 1, 2013has increased by at least 5%. The Company will be responsible for tracking this 65059.00004\782584 I.
14 information and providing the City notice once the 5% threshold is reached and the City agrees to meet with the Company to determine a proportional adjustmentto the Company Service Pet Oiice agreement is reached, the number ofcustomers will become the new benchmark and all future increases of 5% will be based on this fbrmula,
3.9 ANNEXATION
The City shall promptly provide written notice to the Company regarding any geographic area that has been or will be annexed to or de-amwxed from the City.If such notice is given, the provisions of the Agreement shall apply to theannexation, and the Company shall orovicle Services to Customers in thegeographic area no later than fourteen (14) days after receiving the written notice. unless otherwise directed by the City.
3.10 TITLE TO SOLID WASTE. RECYCLABLES, AN!i) GREEN WASTE All Solid Waste, Recyclables, and Green Waste collected pursuant to this Agreement shall remain the property of the Customer until such time as it is collected for disposal. It is expressly understood that all Solid Waste, Recyclables,and Green Waste collected under this Franchise becomes the property of the Company upon Collection, subject to the requirement of delivery of Solid Waste to the Designated Disposal Site. The Company is hereby granted the right toretain, dispose of, and otherwise use such Franchise Materials, or any part thereof, in any fashion or for any lawftd purpose desired by Company, and to retain anybenefit or profit resulting therefrom except as required by Section 3.7. Solid Waste Refuse which is disposed of at a Designated Disposal Site shall become theproperty of the owner or operator of the Designated Disposal Site once depositedthere by the Company. In the event the Designated Disposal Site is a DisposalFacility, Company shall retain title to the Solid Waste, Recyclables, and Green Waste upon Collection. ‘litle to all Franchise Materials deposited at the DisposalFacilities shall he vested in Company.
3.11 CON:XTiOLS TO EFFECTIVENESS OF AGREEMENT
This Agreemen. shati not htcoine elfective and the City shall not be obligated to pem;it this Acreement to become effective and to perform the rdeitahings provided ror in this Agreement unless each and all of the conC:Uons set our below are satisfied, or waived, in written fonn and io whole or in part by the City Waiver of any of the following as a condition to the effectiveness of this Agreement wtli not preclude the City from pursuing any claim or breach of thisAgreement. This Section may supersede the Effective Date of this Agreement.
3.1 1.1 Accuracy of Representations. The representations and warranties made by the Company in this Agreement and in its proposal are true and correct onand as of the Signature Datc 65’J59.OOUOI\Th25841. 1
15 3.11.2 Verification of Insurance Coverage and Faithful Performance Bond. On or before the Effective Date, the Company shall submit, to the satisfaction of the City, endorsements of insurance coverage and faithful performancebond.
3.11.3 Absence of Litigation. There is no litigation pending on the Signature Date in any court challenging the award or execution of this Agreement orseeking to restrain or enjoin its perfonnance, or which may affect the Company’s ability to perform under the terms of this Agreement. The Company shall notify the City in wTitutg within thirty (30) days of any litigation which may in any way affect its performance of Franchise Services under this Agreement.
3.11.4 Current Employees. After the Signature Date and Prior to the Effective Date, Company shall offer employment to all Current Employees. Current Employees shall be offered a position with Company that is substantially similar to their positicn with their current employer in responsibility and the same or better in pay and benefits contingent on passing the company’s pre-hire requirements and provided the pay and benefits is consistent with the industry market for Los Angeles County. Company shall comply with all applicable law when making such offers and otherwise employ all Current Employees and indemnify the City from itsfailure to do so pursuant to Section 9.1.
3.11.5 Reimbursement of Execution Fees. Company shall reimburse City for attorneys’ fees and other administrative costs up to the amount of twenty thousand dollars ($20,000) incurred in connection with negotiating and executing this Agreement, expressly including any fees or costs incurred in connection with the request for proposals process. City shall provide Company with an invoice of such fees and costs within ten (10) days ofthe Signature Date, which shall be payable within ten (10) days of Company’s receipt thereof.
4. COLLECTION SERVICES OF COMPANY
4.1 COLLECTION SERVICES PROVIDED BY COMPANY
The Company may require separate written cont[acts to be negotiated between the Company and Customers generating Special Waste. The Company shall, in accordance with the terms of this Agreement, Applicable Law, and best industry practices, provide all labor, mnateriak, facilities, services, and equipment necessary to:
• Collect, Transport, and Dispose of all Solid Waste;
o Collect, Transport, Process, Recycle, and market all setout Recyclables and Green Waste in the Service Area;
• Provide public education, reporting, and other requirements, as well as Customer Services within the City. The following Sections describe these services. 65O5y,00004\782584L 7
16 4.2 SCUD VV’ASTE COLLECTION
4.2.1 Sinele-Famiiy Residence_Service. The Company shall, twice per week. coHect the Solid Waste which has been placed at Curbside prior to theCcmpany’s nonnal weekly collection time. Beginring August 2013 and to be completed by September 1, 2013 and without expense to City or Customer, the Company shall provide Carts sufficient to provide the levelof Service requested by each Customer. In addition, upon request, the Company, without expense to the City or Customer, shall provide a SolidWaste Cart to a new Residential Customer that has no such container within five (5) working days after notice, of, or request for, Service, or inthe case of annexations, within fourteen (14) days of the annexation effective date. Prior to the earlier of the delivery of the Cart set forth inthis Section or September I, 2013. Company shall collect all Solid Waste from each Customer in the same maimer and subject to the same conditions as the City’s incumbent wasfe hauler provided such services asof the Signature Date.
4.2.2 Multiple-Family Dwelljno Service (Commercial). The Company shall, twice per week. collect the Solid Waste which has been placed in Solid Waste Cans at Multiple—Family Dwellings within the City prior to the Company’s nomial weekly collection time, provided that in no event shall the Company be required to collect any additional Solid Waste which isnot placed in a receptacle unless such Multiple-Family Dwelling is not placing Sclid Waste in receptacles when CR&R services begin and such customer does not request a receptacle. Beginning August 2013 and to becompleted by September 1, 2013 and without expense to City or Customer, Company shall furnish or provide Cads, Bins, Compactors orDebris Boxes for use in Collection, as appropriate, lo all Multiple-Family Dwellings which generate Solid Waste within the City. The size of the receptacles shah be determined by City and the Company. In addition, the Company, without expense to the City or Customer, and within five (5) work:ng days after notice, shall prcvide a Solid Waste receptacle sufficient to provide the requested level of Service to a new Commercial Customer subject to this subsection that has no such container. Bins.
Compactors and Debris Boxes shall he placed on hard surface locationswhich are accessible to the Company. Use of Bins, Compactors or Debris Boxes by Customers may be exclusive or shared as detenuined by City and Company. Receptacles shalt, at all times, be maintained in a well-keptappearance. Bins, Compactors and Debris Boxes must be maintained with lids. Customers shall be responsible for sanitation and deodorizing of such Bins, Compactors and Debns Boxes. 1rior to the earlier of the delivery of the receptacle set forth in this Section or September 1, 2013, Companyshalt collect all Solid ‘Waste from each Customer iii the same manner and sub’eet to the same conditions as the City’.s incumbent waste hauler provided such services as of the Signature Date.
65C59.U’JCU4’25t4) 1 I t
4.2.3 Commercial Service. The Company shall collect Solid Waste as often as requested by Commercial Customers, including multiple collection per day and collections during weekends, provided that the Solid Waste which has been placed in appropriate Solid Waste receptacles at CommercialPremises within the City, provided that in no event shall the Company herequired to collect any additional Solid Waste which is not placed in a receptacle. Beginning August 2013 and to be completed by September 1, 2013 and without expense to City or Customer, the Company shall ftirnishor provide Carts, Bins, Compactors or Debris Boxes for use in Collection, as appropriate, to all Commercial Premises which generate Solid Waste within the City. The size of the receptacles shall be determined by the Customer and the City. If the City makes such election, the Company,without expense to the City or Customer, and within five (5) working days after notice, shall provide a Solid Waste receptacle sufficient [o provide the requested level of Service to a new Commercial Customer that has no such container. At all times, Bins, Compactors and Debris Boxes shall be placed on hard surface locations which are accessible to the Company.
Use of Bins, Compactors or Debris Boxes by Customers may be exclusive or shared as determined by City and Company. Receptacles supplied bythe Company shall, at all times, be maintained in a well-kept appearance.
Bins, Compactors and Debris Boxes must be maintained with lids.
Customers shall be responsible for sanitation and deodorizing of such Bins, Compactors and Debris Boxes. If permitted by City, Company shallalso collect grease placed by Customers into jars or other appropriate containers for collection. Prior to the earlier of the delivery of thereceptacle set forth in this Section or September 1, 2013, Company shall collect all Solid Waste from each Customer in the same manner andsubject to the same conditions as the City’s incumbent waste haulerprovided such services as of the Signature Date.
4.2.4 Cleanup. The Company shall he responsible for cleanup of any Solid Waste dropped or spilled by its employees or agents during collection ortransport.
4.2.5 Free City Service The Company shall provide free Solid Waste.
Recyclables and Green Waste Collection Senice for all City-owned. Cityleased, or City-rented municipal parks, offices, and facilities. The Company shall provide free C&D Debris Collection Service for all Cityowned, City-leased brC1Ii-rented thunicial paik hffiEeàiidTdèIift{es, except in extraordinary circumstances as detennined in good faith by Cityand Company. Company shall provide Collection services for the Litter/Recycling Receptacles if requested by City which shall be considered a change in Services subject to Section 6.4.
4.2.6 Hours of Collection. Collection Service of all Carts, Bins, Compactors and Debris Boxes in Residential Service areas and from CommercialPremises adjacent to Residential Service areas shall not start before 6:00 (,505900004\782584 i. 7
18 am. or continue after 6:00 p.m., subject to change by resolution of the Council. However, the hours of Collection may be extended temporarily as a result of extraordinary circumstances or conditions with the prior consent of the City Representative.
4.2.7 ResidentialCart_Reppçjnent. The Company, witnout expense to the City or the Customer, and within seventy-two (72) hours after notice, shall provide one replacement every four (4) years of lost or stolen Cans. shall provide one replacement per year for graffiti-”tagged” Carts, and shall replace Carts damaged due to normal wear and tear within the time flameof one Collection cycle. ‘[he Company shall maintain records of lost, stolen, damaged and graffiti-”tagged” Carts by specific address. The Company may charge for additional replacement Carts based on the actual cost of the Carts and their delivery.
4.3 RECYCLING
4,3.1 gjdeiitiaLgcvciina. The Company shall Collect, Process. Recycle, and Transport Recyclables listed in ATTACHMENT 4 from all Residential Customers, including those Multiple-Family Dwellings that use Cart Service. The Company shall not be required to collect Recyclables from a Cart. if the Recyclables are commingled with Solid Waste or Green Waste.In the event the Recyclables and Solid Waste are commingled to the cxtent that they cannot easily be separated by the ComDany or the nature of the material renders the Recyclable Materials ccntaminated, the Company will leave the material in the Solid Waste Cart and will leave a non<oilection notice explaining the reason for non-Collection of the Solid Waste andRecyclabics. Beginning August 2013 and to he completed by September 1, 2013 and without expense to City or Customer, the Company shall provide the Customer the requested amount of Recyclable Carts or otherreceptacle sufficient to provide the level of Service requested by each Customer. In addition, the Company, without expense to the City or Custumer, shall provide a Recyclable Cart to a new Residential Customer that has no such container within five (5) working days after notice, of, or request for. Service, or in the case of anii.exations, within fourteen (14) ca’, of the aimexaticn effective date. Prior to the earlier of the dehvery of the recepacle set forth in this Section or Sepicnher 1. 2013, Company shall collect all Recyclables from each Customer in the same manner and subject to the same conditions as the City’s incumbent waste hauler provided such services as of the Signature Date.
4.3.2 Commercial Rqçyglin. The Company shall Collect, Process. and Transport Recyclables listed in ATTACHMENT 4 from all Commercial Premises that participate in Recycling Service. The Company will develop and implement quality assurance procedures to monitor the Recycling performance of Commercial Customers. Beginning August2013 and to be comn1ted by September 1. 2013 and without expense to City or 65059.(J0004\78i5’441. 7
19 Customer, the Company shall provide approved Recycling Containers to each participating Commercial Premises. Recycling Containers shall be ( provided within fifteen (15) working days of sign-up and Owner’s ormanager’s provision of a proper site. Recycling Containers shall be sitedin accordance with all policies and regulations of the City. Prior to the earlier of the delivery of the receptacle set forth in this Section or September 1, 2013, Company shall collect all Recyclables from each Customer in the same manner and subject to the same conditions as the City’s incumbent waste hauler provided such services as of the SignatureDate.
4.3.3 Cleanup. The Company shall be responsible for cleanup of any Recyclables dropped or spilled by its employees or agents during Collection or Transport.
4.3.4 Free City Service. The Company shall provide free Recyclables Collection for all City-owned, City-leased, or City-rented municipal parks,offices, and facilities. In addition, Company shall provide up to ten (10) public Recyclable receptacles as requested by the City along Crescent Avenue from the Avalon Pier to Marilla Way. At its option, City may request that Company Collect Recyclabtes from these receptacles, but such election shall be considered a change in Service subject to Section
6.4. /
4.3.5 Hours and Schedule of Collection. To the extent Company uses separate vehicles to collect Recyclables, collection of Recyclables from allResidential Customers and Commercial Customers shall be made on a regular schedule on the same day as Solid Waste Collection. Coilection Service in Residential Service areas and from Commercial Premises adjacent to Residential Service areas shall not start before 6:00 a.m. or continue after 6:00 p.m., subject to change by resolution of the Council.However, the hours of Collection may be extended temporarily as a resultof extraordinary circumstances or conditions with the prior consent of theCity Representative.
4.3.6 Construction and Demolition Debris. The Company shall encourage builders and demolition companies (“Construction Companies”) to sourceseparate their C&D Debris for future Recycling. The Company willdevelop and distribute educational materials for Construction Companieswith regard to recycling of C&D Debris. The educational materials will hedistributed in coordination with the issuance of building permits in the manner to be provided in the City ordinance. Prior to disposal, theCompany shall salvage Recyclables from C&D Debris collected pursuantto this Agreement and to retain funds derived therefrom subject to theterms of Section 3.7. In addition, Company shall pay City Sixty Dollars($60) per ton (pre-processing) for all C&D Debris processed at the MRF,which shall be payable in the same manner and at the same time as 63O59.00004\782534 1.7
20 payments pursuant to Seclion 3.7. Company shall incude documentation in all reports required under Section 3.7 indicating the date and amount ofall C&D Debris received at the N1RF and amount naid to the City for such C&D Debris. The price per ton set forth in the preceding sentence shall he adjusted annually in the same manner as the Company Service Fee.
4.4 GREEN WASTE
4.4.1 Residential Green Waste Collection. The Company shall Collect, Transport, and Process Green Waste placed in Solid Waste Carts orbundled for larger items at residences, as described herein. Residential Customers that do not receive Green Waste Services by Cart may place their Green Waste within their Solid Waste Cart or other receptacle. Tree trimmings, brush. shrubs, or other materials susceptible to being bundled shall be securely tied in bundles not heavier than fifty (50) pounds nor more than five (5’) feet in length and twenty-four (24”) inches in diameter.
Beginning August 2013 and to be completed by September 1, 2013 and without expense to City or Customer, the Company shall provide the Customer foe requested amount of Green Waste Carts sufficient to provide the level of Service requested by each Customer. l addition, theCompany, without expense to the City or Customer, shall provide a Solid Waste Cart to a new Residential Customer that has no such containerwithin five (5) working days after notice of. or request for, Service, or in the case of annexations, within fourteen (14) days of the annexationeffective date.
4.4.2 Commercial Green Waste Collection. Subscribing to Green Waste Service will be optional for Commercial Customers. The Customer seeking the Service must contact the Company to initiate the Service, and Service willbe provided only to those Commercial Premises that are located in areas where the Company is already providing such Service to residences and to which the City agrees to extend the Service.
4.4.3 Cleanup. The Con:panv shall he respensibie for cleanup of any Green Waste dropped or spilled by its employees or agents during Collection or Transport.
4.4.4 Free jy Service. The Company shall provide free Green Waste Collection for all City—owned, City-leased, or City-rented municipal parks, offices, and facilities.
4.4.5 Hours and Schedule of Collection, Collection of Green Waste front all Residential Customers and subscribing Commercial Customers shall be ntade on a regular weekly schedule on the same day as Solid Waste Collection. Cdheetion Service shall not start before 6:00 am. or continue after 6:00 p.n., .subject in change by resolution of the Council. However. the hours of Coliecrion may he extended temporarily as a result of 65059.00004\7g2s841. 7 21
extraordinary circumstances or conditions with the prior consent of the City Representative.
4.4.6 Holiday Tree Collection. The Company shall collect holiday trees at Curbside on the regular day of Collection Service each year from December 26 through February 1.
4.4.7 Non-Collection Due to Contamination. Except as required above, the Company shall not be required to collect Green Waste if it is commingled with Solid Waste or Recyclables. In the event the Green Waste iscommingled with non-Green Waste materials to the extent that theycannot easily- be separated by the Company, the Company will leave theGreen Waste uncollected and will leave a non-collection notice explaining the reason for non-Collection.
4,5 COLLECTION OF CONTAMINATED MATERIALS
Under no circumstances shall the Company’s employees knowingly collect HazardousWaste or remove unsafe or poorly containerized Hazardous Waste from Customer premises. If the Company determines that material placed in a container for collection is Hazardous Waste, Excluded Waste, or other material that may not be legally accepted at the Designated Disposal Site, Recyclables Processing Facility, or Green WasteProcessing Facility or that presents a hazard to Company employees, the Company shall have the right to refuse to accept such material. The Company shall leave a non- ( collection notice indicating the reason for refining the material. The Company shall contact the generator and request that the generator arrange for proper disposal service. If the Hazardous Waste, Excluded Waste, or other objectionable material is identified attime of delivery to the Designated Disposal Site, Recyclables Processing Facility, or Green Waste Processing Facility and the generator cannot be identified, the Company shall he solely responsible for handling and arranging transport and disposition of the Hazardous Waste, Excluded \Vaste, or other objectionable material.
5. OPERATION OF LANDFILL FACJLITIES
5.1 OPERATION OF DISPOSAL FACILITIES
The City hereby leases the Landfill Facilities to the Company and Company agrees tooperate the Landfill Facilities in accordance with the terms of this Agreement, ApplicableLaw, and best industry practices, including to provide all labor, materials, facilities, services, and equipment necessary to:• Operate and maintain the landfill in compliance with all- Applicable Law; Operate and maintain the MRF in compliance with all Applicable Law; The City also hereby contracts with Company for Company to operate the Hazardous Waste Facilities in accordance with the terms of this Agreement, Applicable Law, and best industry practices. 4
65059.00004V7825841. 7
22 The following Sect:ons describe these requirements.
5,2 LANDFILL
Company agrees to accept and deposit all Solid Waste collected by the Companypursuant to this Franchise at the Landflhl. Company further agrees to accept and depositSolid Waste generated from such areas and lands as described in writing by City.
52.1 Company shall pay the City $1 annually as rent for leasing the Landfill. Such an:ount shall be due upon the anniversary of the EffectiveDate and may b.c included in the remittance of any’ other payment due to the City under this Agreement.
5.2.2 ggçpanoe-of Waste. Company shall only accept and deposit Solid Waste, including all C&D Debris after Recyclable Materials are jemoved, as pennitted by Applicable Law. Without limiting the foregoing, Company shall not accept or deposit any Excluded Waste, Universal Waste, E-Waste, Green Waste or Recyclables at the Landfill, except as provided by this Agreement. Company shall be solely responsible forcomplying with this section and shall indemnify and hold the City harmless from its failure to do so. From Friday of Memorial Day Weekend through the Tuesday after Labor Day, Company shall accept residential Solid Waste from residents for no charge at the MRF during normal operating hours.
5.2.3 Disposal Fees. Company may charge such Disposal Fees for the privilege of depositing Solid Waste within the Landfill. Disposal Fees are currentlyset forth in ATTACHMENT 5 and may be adjusted with the City’s written approval. Company shall not charge Customers Disposal Fees directly fornormal Solid Waste Collection as described in Section 4.2. All DisposalFees for such Customers shall be included in the Rates charged by theCity. Company may charge Disposa Fees directly to others. However, Company shall not charge any Disposal Fees for Sobd Waste deposiled at he Landfill by the City or othcr’.:’ise Collected by Company.
5.2.4 Permits. Company shaH obtain and maintain ail permits and approvals required under the AppHcahle Law to opel-ate and maintain the Landfill.
Company shall not apply for a waiver of any term or condition of any such pennit without City’s prior written consent. Company shall be responsible for all fees and charges to obtain and maintain such penrtits and approvals.
However, in the event Company is required to obtain and maintain a permit from the Regional Water Quality Board -for the Landfill, Cityagrees to pay a one-half of such permit fee in an amount not to exceed six thousand one hundred sixteen dollars and fifty oents (56,116.50). City 65059.00004\7g2584 I, 7
23 may agree to pay any additional amounts in the event that one-half of the permit fee exceeds this amount in its sole and complete discretion.
5.2.5 Closure and Post-Closure Fund. Upon written request of Company. City shall provide any evidence reasonably necessary for Company to demonstrate that the City has complied with Applicable Law regardingany closure or post-closure requirements for the Landfill.
5.2.6 Qpçrating Hours. Company shall operate the Landfill and accept Solid Waste for deposit at least five (5) days a week, excepting City-approved holidays, at least from 8:00 am to 12:00 pm and 1:00 pin to 5:00 pm. City may authorize adjustments to this schedule in writing. In addition,Company shall operate the Landfill during all other times to receive, at a minimum, Franchise Materials Collected by Company or City duringweekends or holidays.
5.2.7 Extension of Landfill Life. Provided all other conditions remain substantially the same, including but not limited to annual tonnage volume or Uncontrollable Circumstances, Company warrants that the balerinstalled pursuant to Section 5.3.7 will increase the life of the Landfill beyond its current anticipated closure date of January 1, 2023 to approximately January 1, 2033 (‘New Closure Date”). In the event the baler does not increase the life of the Landfill to the New Closure Date, Company shall be responsible for all indirect and direct costs incurred by the City, expressly including, the cost incurred by City or its contractor tosend all applicable Solid Waste, Recyclables and Green Waste from Santa Catalina Jsand to a Designated Disposal Facility. Company’s warranties and responsibilities in this section are in addition to and are unaffected by any physical improvements to the Landfill to increase its life, expressly including, hut not limited to Section 5.2.8. In the event of any such improvements, Company and City shall meet and confer regarding calculating a New Closure Date to account for the increased Landfillcapacity attributable to such improvements.
5.2.8 Increase in Landfill Height. City shall have the option to increase the current height of the Landfill to extend its life. Notwithstanding Section
5.2.4, City shall be responsible for all planning, permitting and construction costs of such project. However, Company shall pay up toTwo Hundred Thousand Dollars ($200,000) to City for such planning and permitling expenses. Company shall promptly reimburse City for allplanning and permitting expenses, up to the agreed upon amount, upon xeceipt of written invoice for the same from City. Company shallcooperate with City as may be required for City to undertake any studies, plans or improvements pursuant to this Subsection.
5.3 MRF
65(o9.OOOO4\78284}. 24
Company agrees to accept and process all Solid Waste. Recyclahies and Green Waste, including C&D Debris, collected by the Company pursuant to this Franchise at the NPLF.
Ccmpanv is frrther authorized to accept and process all Solid Waste, Recycab!es andGreen \Vaste, including C&D Debris, generated from such areas and lands as described in writing by City.
53.1 Rent. Company shall pay the City $1 annually as rent for leasing the MRF. Such amount shall be due upon the anniversary of the EffectiveDate and may be included in the remittance of any other payment due to the City under this Agreement.
5.3.2 Waste_Diversion. Company shall oniy accept and process Solid Waste.
Recyclable Ma:eriais, Green V,asie and C&D Debris at the MRF as permitted by Applicable Law. Without limiting the foregoing, Companyshall not accept or process any Excluded Waste, Universal Waste or FWaste at the MRF. To the extent possible, Company shaH recover and divest all Recyclable Materials and Green Waste from Solid Waste and Green Waste. Company shall be solely responsible for complying with this section and shall indemnify and hold the City harmless from its failure to do so. Company shall not refuse to accept and process Solid Waste, Recyclable Materials. Green Waste and C&D Debris at the MRP if it has been generated or collected from any area specified by City pursuant to Section 5.2.
5.3.3 Green Waste Processiflg. Company shall chip, compost and otherwise process all Green Waste at the IvIRF. To the extent possible, Company shall, divert all Green Waste from the Landfill.
5.3.4 iQfygiablesandGreenWaste. Company shall sell, transfer or otherwise dispose of all Recyclables and Green \Vaste received at the MRS in accordance with Applicable Law. Pursuant to Section 3.7.1,Company shall pay Cit fifty percent of the net revenues received byCompany for the sale of Recyclables and Green Waste collected under theFranchise In addition, tciiiuany shall Pa)’ City fifty percent of the ret revenues of any Recyciabes and Green Waste directin denosited or sold tothe Company at the Landfill or MRF.
5.3.5 Opccanl-iours. Comoany shah operate the MRF and accept Solid Waste, Recyciabies, Green Waste and C&.D Debris for processing at feastfive days a week, excepting City-approved holidays, at eas1 from 8:00 am to 12 pin and 1:00 pm to 5:00 pm. City may authorize adjustments to this scneduie in writing. In addition, Company shall operate the MRF during all other times to receive, at a minimum, Franchise Materials Collected by Company or City during weekends or holidays.
53.6 Permits. Company shall obtain and maintain all permits and approva]s required under the Applicable Law to operate and maintain the MRF. o5O9,OOOO4\7525S4 I - 7
25 Company shall not apply for a waiver of any [cnn or condition of any such pemut without City’s prior written consent. Company shall be responsible for all fees and charges to obtain and maintain such pennits and approvals.
5.3.7 Baler. Within six (6) months of the Effective Date, Company shall purchase and insta]l, at its sole cost, a baler with at least 200 horsepower atthe MRF capable of creating Solid Waste bales at the Landfill with a bale v/eight of approximately 2,200 pounds. The size of the bale shall be substantially similar to the size of bales produced at the MRF as of the Effective Date. The replacement baler shall operate in good working order consistent with industry best practices. Upon the expiration or termination of this Agreement, Company shall transfer title to the baler and any accompanying wananties to the City. Company shall execute any documentation necessary to do so. Company shall also purchase the existing baler froth the City at the price of Sixty Thousand Dollars ($60,000) which shall be due and payable upon removal of the existing baler.
5.4 HAZARDOUS WASTE FACILITY
Company agrees to operate, accept, process and dispose of all Hazardous Waste deposited and generated by the City, Residential Customers and Multi-Family Dwelling Commercial Customers at the Hazardous Waste Facility without charge. Company is Luther authorized to accept and process any Hazardous Waste generated from such areas ( and lands as described in writing by City. City hereby grants Customer a license and/or right of entry necessary to access the Hazardous V/astc Facility during the term of and subject to the terms and conditions of this Agreement.
5.4.1 Residential Hazardous Waste, Company shall accept and dispose of Hazardous Waste generated from Residential Customers as permitted by Applicable Law. Company shall not accept any Hazardous Waste generated from Commercial Customers. Company shall be solely responsible for complying with this section and shall indemni’ and hold the City harmless from its failure to do so.
5.4.2 Permits. Ciry shall obtain and maintain all permits and approvals required under the Applicable Law to operate and maintain the Hazardous Waste Facility. Company shall not apply for a waiver of any term or condition of any such permit without City’s prior written consent. City shall be responsible for all fees and charges to obtain and maintain such permits and approvals.
5.4.3 Operatiflg Hours. Company shall operate the Hazardous Waste Facility and accept Hazardous Materials for deposit at least two days a week at least fron 12:00 pm to 3:00 pm. City may authorize adjustments to this schedule in writing.
Ii
65059.U’3004\782584]. /
26 5.4.4 Company shah not make any repairs or improvements to the Hazardous Waste Faciiity without the City’s prior written consent.
Company shall notify City whenever repairs or improvements are necessary or advisable.
5.4.5 fine and Tjnjg. Without otherwise limiting the provisions of Section 6.1.5, City shall reimburse Company for any necessary training for the operation of the Hazardous Waste Facility for one (1) supervisor and two (2) employees. Company shall provide City with an invoice and other necessary documentation prior to such reimbursement. In no event may the reimbursement provided under this section exceed two thousand dollars ($2,000).
5.4.6 zardous MatçjajsRponse. Company shall also assist City as requested by City in complying with all Applicable Laws regarding emergency Hazardous Waste release response, including providing clean up and disposal services.
5.4.7 jposj.At least monthly> Company shall arrange for aL Hazardous Waste received at the Hazardous Waste Facility to be shipped incompliance with Aplicable Law outside of Santa Catalina Island and he ultimately disposed of as required by Applicable Law. City shall reimburse Company for such shipping costs upon receipt of an invoice and other necessary documentation. These reimbursements shall be included with monthly reports in section 6.6.1.
5.5 GENERAL
5.5,1 Notices. Company shall immediately notify City in the event it receives a notice or communication from any regulatory agency regarding an)’alleged or actual violation of Applicable Law at the Disposal Facilities.
Company shall provide City with a copy of such notice or communicationas soon as possible. Company shall provide City with the opportunity to review and comment on any draft response to any notice orcommunication and shall provide City with a copy of the final response.
5.5.2 Reservation_gjghts. City reserves the rightS to grant easements to uttiuties, telecommunications, flood control and other pubIc or ouasi public uses or services over the Disposal Facilities without compensation to Company. provided such use will not unreasonably interfere with Company’s use of the Disposal Facilities.
5.5.3 Title. City represents and warrants that it has sufficient authority and title to the Disposal Facilities to Lease to Company for the Tenn of the Agreement. Company acknowledges that it has been afforded an opportunity to examine title and to purchase any title insurance Company 65 059.0u004\7 82 5 84 1
27 deems necessary. Company shall not create any lien, encumbrance or other title exceptions against Company’s interest in any Disposal Facility.
5.5.4 r4r by City. Company shall perrmt City to enter upon the Disposal Facilities at any time, and City shall be liable for any damage toCompany’s personal property in the course thereof hut only to the extent that damage was caused by the negligence of City or its personnel.
5.5.5 Sublease. Company shall not assign or sublicense all or any portion of any Disposal Facility without the express written consent of the City, which consent may be withheld in the City’s sole discretion, notwithstanding sections 1995.260 and 1995.270 of the California Civil Code as they may be amended. Any unauthorized assignment or sublease shall be void and City shall have the right to immediately terminate this Agreement.
5.5.6 Taxes. In addition to the rents and other payments required to be paid under this Agreement, Company shall pay any and all taxes, assessments,and other charges of any description including, without limitation, any possessorv interest tax (collectively, “Inmositions”) levied or assessed from the date of this Agreement until the termination of this Agreement byany governmental agency or entity on or against the Disposal Facilities or any portion thereof, or on or against any interest in the Disposal Facilities(including the leasehold interest created by this AgTeement), or any improvements or other property in or on the Disposal Facilities.City warrants that as the Signature Date, no Impositions have been levied against the Disposal Facilities. In the event Impositions are levied during the term of this Agreement, Company may request that City meet in good faith to determine whether to increase the Company Service Fee to account for such Impositions.
Any and all Impositions and installments of Impositions required to be paid by Company under this Agreement shall be paid by Company at least ten (10) days before each such Imposition, or installment thereof, become delinquent, and the official and original receipt for the payment for such Imposition or installment thereof shall immediately be given to the City.Company shall have the right to contest, oppose, or object to the amount or validity of any Imposition levied on or assessed against the Disposal Facilities or any portion thereof and may in good faith diligently conductatly necessary proceeding to prevent or void or reduce the same; provided, however, that the contest, opposition, or objection must he tiled before theImposition at which it is directed become delinquent, and written notice ofthe contest, opposition, or objection must be given to the jurisdiction making such imposition in a timely manner. No such contest, opposition,or objection shall be continued or maintained afier the date on which the 65059.00004\7825841. 7
28 imposition, at which it is directed becomes delinquent unless Company has met one of the following conditions: (1) Paid such Imposition under protest prior to its becoming delinquent; or (2) Obtained and maintained a stay of all proceedings for enforcement and collection of the Imposition by posting such bond or other matter as may be required by law for such a stay.
The City further shall not be required to join in any proceedina or contest brought by Company, unless the prcvisions of any law require that the proceeding or contest be brought by or in the name of the City or anyowner of the Disposal Facilities, in that case, the City shall join in the proceeding or contest or permit it to be brought in the City’s name but such action shall be withaut cost to the City.
Company shall, as between the City and Company, have the duty ofattending to, preparing, making, and filing any statement, return, report, or other instrument required or permitted by law in connection with thedetermination, equalization, reduction, or payment of any Imposition that is or may be levied on or assessed against the Disposal Facilities, or an;’ portion thereof, or any interest therein, or any improvements or etherproperty on the Disposal Facilities.
Company shall indemnify, defend and protect the City, and its directors, officers, employees, volunteers and agents and the Disposal Facilities and any improvements now or hereafier located on the Disposal Facilities freeand harmless from any claims, causes of action, liabilities, losses, damages, expenses, including attorneys’ fees and costs, resulting from any Impositions required by this Section to be paid by Company, and from all interest, penalties, and other sums imposed thereon, and from an)’ sale orother proceeding to enforce collection of any such Imposition.
Should Company fail to pay within the time specified in this Section any Impositions required by this Section to be paid by Company, the City may, without notice to or demand on Company, pay, discharge, or adjust such imposition for the berolt of Company and then recover any paid amount from Company in the same manner as any Monthly Remittance.
5.5.7 Condemnation. Company takes and leases the Disposal Facilities subject to all encumbrances, easements, rights and rightof-way of record and upon the condition and understanding that in the event of condemnation by any legal entity having the power to do so, Company shall be deemed to have a leasehold interest in the land and shall be entitled to a portion of any payments made as a result of the condemnation in accordance withapplicable law. Company shall have a leasehold interest in the Disposal Facilities under or by virtue of this Agreement. Such claim of interest shall he made only if Company is not in default (after the expiration of the applicable cure period) of any substantive provisions contained 1.rerein. If (5O59.UOUO\7SbU 7
29 the entire or a material porion of the leased property is taken by condemnation, either party shall have the election to terminate this Agreement. The termination date shall be the date of taking.
5.5.8 Mechanic’s Liens. Company shall keep the Disposal Facilities free from any liens arising- out of any work performed, material fttmished. or obligations incurred by Company, or any tenant or subtenant thereof.
Company shall not be considered in violation of this provision if it provides a bond in lieu of the lien which is in conformance with applicable law and which is in an amount and fonn reasonably acceptable to the City.
5.5.9 No Relocation Assistance. Company acknowledges that Company is not entitled to relocation assistance or any other benefits under the UniformRelocation Assistance Act or any other applicable provision of law upontermination of this Agreement.
5.5.10 Utility Service. Company shall be solely responsible for obtaining and for the cost of any and aLl utility service at the Disposal Facilities. City, in its sole discretion, shall grant any easements, licenses or other approvals necessary to provide utility service to the Disposal Facilities.
5.5.11 Nuisance Waste. Company shall not commit any waste on the Disposal Facilities and shall keep the Disposal Facilities free of any loose debris or equipment. Company shall use or maintain the Disposal Facilities in any (majumer that would constitute a public or private -nuisance. Company shall clean up any unauthorized dumping adjacent to the boundaries of anyDisposal Facility.
5.5.12 Fire Risk. Without limiting Company’s obligations under Section 5.5.11, Company shall keep dry grasses and other combustible materials properly cleared so that no undue fire hazard to adjacent areas exists. Companyshall conform to all directives issued by the County of Los Angeles FireWarden, including furnishing of necessary fire hydrants and hoses as may be required. Company shall also obtain prior written approval from Southern California Edison (“SCE”) in dumping and burning of combustible materials on any Disposal Facility if within forty (40) feet of SCE high voltage power lines.
5.5.3 No Outside Storage. Excepting when necessary during periods of renovation and restoration, Company shall not store or pennit the storageof goods, materials, equipment or property of any kind, excludingvehicles, upon the Premises unless such property is stored within buildings or stnactures located thereon or unless outside storage authorized by Cityin writing.
5.5.14 Improvements. Except as permitted in Section 6.91, Company shall not make any modifications or improvements to the Disposal Facilities 65059.000040825841. 7
30 the Company to incur any excessive expense. The Company shall have responsibility for the collection of illegal Green Waste.
6.1.7 Manner of Collection. The Company sail perform all Collection Services in a quiet and courteous manner and ensure that all Carts are placed on the premises from which they were removed in an upright position, with lids closed, and within five (5) feet of where they were originally placed before collection.
6.1.8 Office_Facilities. The Company shall establish and maintain at all times during the term hereof an office within the City iiinits or on Santa Catalina island.
6.1.9 Service Schedule: The Ccmpany shall provide electronic, maps (which may be in “portable document format” or other similar format) identifying the schedule for Refuse, Recyclables and Green Waste Collection. The electronic maps shall provide adequate detail for customers to identify specific service days for all locations within the Service Area. These maps shall also be available on the Company wcbpage.
61.10 Office Hours. The Company’s office hours shall be, at a minimum, from 8:00 am. to 5:00 pm. daily, except for a lunch hour and Saturdays, Sundays, and holidays. A representalive of the Company shall be available during office hours for communication with the public at the Company’s principal office.
61.11 Service Complaints. All Service or Disposal Facility complaints shall be directed to the Company. The Company shall respond to all complaints, other than mRscd pickuns, within twenty—four (24) hours if the twenty— four (24) hour period ends during the office hours specified in Section
6.1.9 or, if not, on the next business day. The Company shall berespcnsible for the prompt and courteous attention to, and prompt and reasonable resolution of all complaints and shall use its best efforts toresolve all such complaints within the two (2) business days next following the date on which such complaint is received. Complaints that cannot be reasonably resolved may be appealed to the City Representative or designee for final resolution.
6.li2 Compiaintg,. The Company agrees to maintain a log of all oral and written service complaints registered with [lie Company f±ont Custotners.
Service recipients> those using the Disnosal Facilities or the public within the Service Area (“Complaint Log”). The Company shall record in the Jog all written and oral complaints, noting the name and address of complainant, date and time of complaint, nalure of complaint, and nature and date of resolution. Such log shall be kept so that representatives of the City, upon request, may conveniently inspect it. The Conwany shall deliver, along with quarterly reports specified in Section 6.5 or otherwise 65059 cuxj4\7815b4 , 35
upon request of the City, a summary of complaints by number and type and excerpts from the log reflecting action to date,
6.1.13 MjssedPickus. In the event of a missed pickup, the Company shall complete the pickup the same day if the complaint is received by 12:00 p.m. or by 12:00 p.m. the following day if the complaint is r ceived after 12:00 p.m.
6.1.14 Liquidated Damages for Failure to Respond. The City Representative may levy a charge for failure to meet the requirements of this Agreement, pursuant to Section 10.1.
6.1.15 Service Response to Communication from the Qjty The Company shall respond, either verbally or by e-mail correspondence, to all requests made by the City within 48 hours.
6.1.16 Technical Working Group. Representatives from the Company and City will meet at least quarterly to discuss issues related to this Agreement.
6.1. [7 Ichone. The Company shall maintain a toll-free telephone system during office hours, which will have available service representatives sufficient to handle the volume of calls typically experienced by the Company. Customers must be able, with reasonable convenience, to reach the Company’s office by phone during office hours. The Company shall also maintain an after-hours toll-free telephone nHmScr for use during other than normal business hours. The Company shall have a representative, answering service, or voicemail system available at said after-hours toll-free telephone number during all hours other than normal office hours. Axy recording shall advise callers to call 911 in the event of an emergency. The Company shall provide the City the means to contact the Company directly by telephone on a 24-hour basis in the event of an emergency. The Company shall at all times maintain the capability of responding to Customer telephone calls in Spanish as well as in English and shall maintain the capability of responding to telephone calls through Telecommunications Device for the Deaf (TDD) services.
6.2 CHANGE IN OPERAI’IONS!ADMINISTRATION OR SCHEDULE
The Company shall notify the City in writing of any material changes in, or to the operation to provide Franchise Services (e.g. vehicle routes, equipment type, crew size), administration (e.g., management), and schedule five (5) days in advance of the time such material change is implemented. Any changes to the Collection operation shall meet the Service requirements and performance standards and all other terms of this Agreement. In the case of changes to the Collection schedule, the Company must noti all affected Customers at least fourteen (14) days prior to any change in a Collection day. The Company shall not permit any Customer to o5039.00004\782524L 7
36 go more than SeVen (7j days without service ‘in connecton with a Collection schedule change other then in the event of an LTncontrollable Circumstance.
In addition, the Ci!y may direct the Company to modify the Collection schedule in around schools and in other high traffic areas to avoid Collection during peak traffic hours, as detemained by the City. The City shall endeavor to notify the Company at least three (3) days in advance of planned City-directed work, such as road or repair or utility upgrade projects, that may restrict access to streets where the Company is scheduled to perform Services. The City will, to the extent feasible, schedule such work to prevent Company Service intelTuptions or delays.
6.3 ACCUMULATION OF SOLID WASTE AND DUMPING
The Company shall direct its drivers to note the addresses of any location at which they observe significant or cngoing accumulation of Sohd Waste or Green Waste that is not being delivered for Collection, and the address, or other location description, at which these materials have been dumped in an apparently unauthorized manner. The Company shall deliver the address or description to the City within forty-eight (48) hours of such observation.
6.4 MODIFICATIONS OR SCHEDULE CHANGE OF FRANCHISE SERVICES Upon receiving a written req:aest from the City, the Company shall provide reasonable modifieaion of any Franchise Service subject to establishment of appropriate and mutually agreed-upon compensation for providing the service.
Granting of any such modified Franchise Service shall be contingent upon Council approval of a modified Company Service Fee and a corresponding modified Rate(s).
6.5 REPORTS
The Company shall provide the City with reports as deemed necessary by the Cityand at a frequency defined in this section. Reports will contain the infonnation required by the City for compliance with Applicable Law and for the City tomeasure the Company’s performance of items in this Agreement. but will he limited to :nforma’Jon directly attributable to the Collection Services and operation of the Disposal Facilities. Such reports shall include, hut will not be linked to. Commercial Cusojne audi:s, and pcbl:c education arid outreach. TheCompany agrees to provide additional reports regarding its periornrance of the Agreement as may be reasonably requested by the City to meet firnire reporting requirements of the City or the State of California, The City or a consultant to the City, on request, has the right to review the records of the Company related to thisAgreement at reasonable times and upon reasonable notice.
6.6 GENERAL
All reports shall be provided electronically in software acceptable to the City. 65U59,00004’1825841. I
6.6.1 Monthly Reports
Monthly reports to the City shall be due on the 30th day of the month following the previous calendar month and shall include:
The number of Tons (gallons or numbers of filters), separately calculated, forCart, Bin, Debris Box/Compactor Service (combined), Green Waste, and used oil and oil filters, collected and delivered to the Designated Disposal Site and/orRecyclables and Green Waste Processing Facilities.
The number of Tons (gallons or numbers of filters), separately calculated, for Solid Waste, Green Waste, and used oil and oil filters, received by and delivered to the Disposal Facilities.
The quantity of Green Waste Collected for each route.
The quantity and type of waste delivered to and received by the Hazardous Waste Facility and any other information required by Applicable Law or requested by the City. Any information necessary for calculating reimbursements due to the Company under 5.4.7.
Any information requested by City regarding the operation of the Landfill,including the materials received at or disposed of at the Landfill.
The number of Tons, separately calculated by category, of Recyclables and Green Waste delivered to and processed by the MRF. The number of Tons, separately calculated by category and price or all Recyclables and Green Waste transferred, disposed of or sold by the Company. Any additional information necessary for calculating the Monthly Remittance in 3.7.1.
The Company Service Fee, Monthly Remittances and other items requested by the City.
6.6.2 Quarterly Renorts.
Quarterly reports to the City shall be due on the 30th day of the month following the previous calendar quarter and shall include:
Detailed review of the number and type of complaints received over the past quarter, including how they were resolved and the elapsed time between receipt of the first complaint and final resolution of the complaint.
A summary narrative of problems encountered with Collection and Processingactivitles and actions taken. Information shall include the type and number of notification tags left at Customer locations for Customers with multipleviolations; haul-or-call tags; instances of property damage or injuty, poaching, or scavenging; significant changes in operation; market factors; and publicity ( conducted. 65059.00004\782584). 7
38 A surzunarv of a icg on praises and complaints and resolutions of complaints. including a summary of the type and number of complaints. The Company sha]l provide a record of all calls related to missed pickups and responses to such calls.
The quartedy report may include the monthly report that is due that month, in one document.
66.3 Amua1çpps.
Annual reports to the City shall be due in both printed and electronic format on August 15th of each year, beginning August 15, 2014, and shall include:
Reviewed financial statements for the operation of the services provided for under this Agreement by an independent external auditor selected by the Company forthe operation and services covered under the Agreement. The Company will payall review costs.
A summary of the prior year’s monthly Company Service Fee, any other payments to C:ty. and Monthly Remittances.
Account data submitted electronically in software acceptable to the City (including, without limitation, Excel), including the number of accounts for eachService category.
Public education and information activities undertaken during the year, including Collection notification tags, co;ranunity nfori:tation and events, and otheractivities related to the provision of Collection Services. The report shall include a narrative assessment of the impact of these activities on Recycling and Green Waste participation and amounts collected from Single-Family Residences, Multiple-Family Dwellings, and Commercial Customers.
The number of Tons, calculated separately, for Cart, Bin, Debris Box andCompactor Service collected and delivered to the Designated Disposal Site a.hdior the Recyclables and Orden Waste Processing Facilities. The number of Service accounts shall be indicated by Service classification level for Single-Family Residences. Multiple-Family Dwellings, and Coiiuiiei cial Customers. The infonnation shall include the number of Bins, Debris Boxes, Compactors and Carts distrhuied by size and Cus”.cmer type. This effoil wili E.icluie route/sen ice verification by Ire Company prim tu submittal of the information to the City.
All information requested by City to pennit it to review the operation andmaintenance ofihe Disposal Facilities.
The annual report may inciude the monthly and quarterly reports that are due inthat month, in one document.
6.7 ADDITION OF NEW NON-FRANCHISE SERVICES
65059.00004\7825%4 I. ‘2
39 Upon receiving a written request from the City, the Company shall provide any other exclusive or non-exclusive services not covered by this Franchise, and that it is qualified to provide, including, but not limited to, assistance to the City in the event of natural disasters, subject to establishment of appropriate and mutuallyagreed upon compensation for providing the service Granting of any such new service shall be contingent upon Council approval of a new Service Fee(s) and a corresponding new Rate(s) as provided in ATTACHMENT 8.
6.8 COMPANY VEHICLES
The Company shall at all times comply with all applicable rules, statutes, orders, and requirements adopted by any governmental agency with jurisdiction over airquality, including, but not limited to, the California Air Resources Board and South Coast Air Quality Management District. In addition to any indenmification obligations set forth elsewhere in this Agreement, the Company shall defend, indemni’, and hold hanniess the City against any fines, penalties, losses, or claims arising out of the Company’s failure to comply with this paragraph.
Company may ulilize up to five (5) Collection vehicles for all Collection Service with four (4) vehicles regularly utilized and one (1) vehicle as a back-up.
Company shall be responsible for obtaining any and all vehicle permits for use ofthe Collection vehicles within the City. All vehicles shall be powered by liquefied petroleum (LP) gas unless otherwise approved in writing by City.
All vehicles used by Company under this Agreement shall be registered with the Department of Motor Vehicles of the State of California, shall he kept clean and in good repair, shall be uniformly painted, and shall be washed at least twice every seven (7) calendar days. The Company’s name, phone number, vehiclenumber or other similar information required by City shall be prominently displayed on its vehicles.The Company shall immediately clean up any fluids and/or waste spilled from Collection vehicles, and shall deploy and remove absorbent materials to the extent necessary to absorb all fluids. The Company shall provide the City with a copy ofany spill report that the Company is required to provide, and at the same time it isprovided, to the State Office of Spill Prevention and Response. When necessary, the Company shall apply a suitable cleaning agent to the street surface or shall employ hydraulic steam cleaning to provide adequate cleaning. Each of theCompany’s Service vehicles shall at all times be equipped with petroleum absorbent materials and a broom and shovel to be used for cleanup activities. TheCompany shall comply at all times with all recommendations or limitations concerning laden weight of collection vehicles established by the State ofCalifornia or any government agency, and’or the vehicle manufacturer.
Company shall prepare magnetic signage and City shall he pennitted to attachsuch City-related signage and advertisements to Company vehicles to advertise 65059,00004\7825841. 7
40 City-sponsored events or activities. City and Company shall meet and confer as necessary regarding how such signane will he displayed.
6.9 LP CONVERSION Al’D FACiLiTIES
6.91 It FACILITY
Company shall be solely responsible lhr ensuring an adequate supply of LP gasfor its vehicles and for any golf carts retrofitted pursuant to this Section.Company may install an UP gas storage and dispensing facility at the MRF at ks SOiC cost and expense in compliance with all applicable law. At City’s election, Company shall transfer title to such facility to City and execute any documentation necessary for such transfer. Company shall ensure such facility tmains in good working order and safe for the general public to utilize.
6.9.2 GOLF CART RETROFITCompany shall, at its sole cost and expense, retrofit up to one hundred twenty-five(125) golf carts operating within the City to LP gas during the tenn of this Agreerneiat. Company shall advertise the retrofit opportunity to City residents and businesses pursuant to this subsection as may be reasonably required by City, andCompany and City shall meet in good faith to detenuine how applications for retrofitting will be processed Any golf cart operating within the City shall beentitled to utilize the UP gas dispensing facility operated by Company pursuant toSection 6.9.1.
6.10 WASTE TO ENERGY
At its option, City may install or construct a WTE Facility at the DisnosalFacilities or otherwise on Santa Catalina Island. Company shall assist City as necessary to evaluate the feasibility of and to plan, purchase. install or constructthe \VTE Facility. City and Company agree to meet in good faith as requested by City to consider the cost allocations of any activities in tills Section, However,Company understands and agrees that, at a minimum. City’ shall be entitled to 25- 50% of the net revenue received troin the operation of the WTE Facility. Net revenue shall he calculated as revenue received f’om any saleable product piodnced by the WTE Facility, excluding any operational costs and electi city orIt gas used by Comnany for the Services or oneretion of The Disposa Fac:lities.
7. CONFIDENTiALITY
The City and the Company each acknowledge that the financial information provided bythe Company to the City on this Agreement constitutes highly confidentia], proprietary infonnation, of which disclosure to the public would result in unfair competitive disadvantage to the Company, its parent Company and/or affiliated entities. TheCompany, its parent Company and/or such affiliated entities shall be entitled to injunctive relief to prevent such disclosure which is in excess of the disclosure the City is required make udder applicable state and fcrlerrLl ews end requlations. ‘lie City iwrees te 65059.00004\7825&4 I. 7
41 contest all attempts by third parties to obtain disclosure of such financial information that is not otherwise required to be disclosed by state and!or federal laws and regulations.
8. SERVICE RATES & COMPANY SERVICE FEES
8.1 SERVICE RATES
The City shall bill and collect from each Customer at the Rates provided in ATTACHMENT 8 to this Agreement and as adjusted from time to time by the City. City shall ensure it imposes adequate Rates to pay Company the Company Service Fee.However, Comany understands and agrees that City may be required to comply withProposition 218 and other applicable law when raising or imposing the Rates. City shallnot be in breach of this Agreement if its residents lawftuly delay or prevent City from raising or imposing the Rates. In such event, City and Company shall meet in good faithto consider alternatives and options, which may include petmitting Company to terminate the Agreement without cause.
8.2 COMPANY SERVICE FEE
City shall pay Company the Company Service Fee in the annual amount of One Million Three Hundred Seventy-Six Thousand Two Hundred Thirty-Nine Dollars ($1,376,239).The Company Service Fee shall be paidin equal monthly installments by the City by the tenth of each month. The Company Service Fee shall be adjusted annually on July 1st ofeach year in an amount equal to the decrease or increase in the Consumer Price Index All ( Urban Consumers (“CPI”) Los Angeles Orange Riverside County area during the prior April - April period as calculated herein. The base for computing the potential increase or decrease shall be the Consumer Price Index [All Urban Consumers] (base years 1982- 1984 = 100) Los Angeles- Riverside-Orange Counties CMSA, published by the United States Department of Labor, Bureau of Labor Statistics (“index”). If the index has changed over the beginning index (or the index as of the most recent prior adjustment date, as the case may he). the Company Service Fee for the following year shall be set bymultiplying the then-current Company Service Fee by a fraction, the numerator of whichis the adjustment index and the denominator of which is the beginning index. If the index is changed so that the base year differs from that used as of the year preceding thatadjustment date, the index shall be converted in accordance with the conversion factor published by the United States Department of Labor, Bureau of Labor Statistics.
9. 1NDEI’ENITY, INSURANCE
9.1 INDEMNIFICATJON OF THE CITY
The Company agrees to and shall ndemni, defend with counse1 acceptable to the City,and hold harmless the City, its officers, officials, employees, volunteers, agents and assigns from and against any and all damages (wheiher special, general or punitive), loss, liability, fines, penalties, forfeitures, claims, demands, actions, proceedings or suits (whether administrative or judicial), in law or in equity, of every kind and description(including, but not limited to, injury to and death of any person and damage to property, ab1by, 1irudu liaL1ihy, or fo: cct’Jhctior: or i:deum.ity ciairacc ty tiar... pi’n1c) 65059.OU104\782584 I. 7
42 arising or resulting from or in any way connected with: (i) the operation of the Company, its agents. employees, affiliates and subcontractors, in performing or faii]ng to performthis Agreement; (ii) the failure of the Company, its agents, employees, affiliates andsubcontractors to comply in all respects with Applicable Laws, ordinances and regulations, and/or applicable permits and licenses; (iii) the acts of Company, its officers, employees, agents, affiliates and subcontractors in performing this Agreement for which strict liability is imposed by law; (iv) the maintenance and operation, of the Disposal Facilities; (v) the processing, marketing. and end use of Recyclable Materials and Green Waste; and (vi) the execution of the Agreement to the extent a third party challenges City’s approval of same or process for approving same. The foregoing indemnity shall apply only to the extent such loss, liability, penalty, forfeiture, claim, demand, action, proceeding, suit, injury, death or damage is not caused by the negligence of the indemnities.
9.2 AB 939
To the extent permitted by Public Resources Code Section 40059.1, and to the extentncncon:piiance is caused by the Company’s breach of or noncompliance with a provision of this Agreement, the Company agrees to protect and defend the City, with counsel selected by the City, and to indenmify and hold harmless the City from and against allfines or penalties imposed by the State of California if the waste diversion goals specified in the California Public Resources Code are not met by the City with respect to the Solid \Vaste collected by the Company under this Agreement. If, following written demand by the City, the Company fails to indemni the City from and against such fines or pen&ties, the City may make a claim against the bond established pursuant to Section 9.5 for amounts owed by the Company pursuant to this Section; and the Company shall replenish the bond so that the principal amount is restored to the full amount required in Section 9.5.
9.3 HAZARDOUS SUBSTANCES INDEMNIFICATION
The Company shall indemni’, defend with counsel acceptable to the City, protect and hold hannless the City, its officers, officials, employees, agents, assigns and any successor or successors to the City’s interest from and against all claims, damages(including but not limited to special, consequential, natural tesources and punitivedamages), injuries, response mediation and removal costs, losses, demal]ds. debts, liens, oes auses cf action a iits legal o edmiur at e rnoceed i gs i teies V charges, penales, and attor-ney and expert fees for the adverse party and expenses(including but net limited to attorney’s and expert witness fees and costs incurred in connection with defending against any of the forgoing or in enforcing this indemnity) of any kind whatsoever paid. incurred or suffered by, or asserted against, the City or its officers, officials, employees, or agents arising from or attributable to the negligence or willful n:isconciuct of Contracter in handling Hazardous Waste either knowingly or undercreumstances in which a reasonable person would or should have known that HazardousWaste was being handled. The foregoing indemnity is also intended to operate as an Agreement pursuant to Section 107(e) of CERCLA, 42 U.S.C. Section 9607(c) and 65u59.0c004\7825841. 7
4.3 California Health and Safety Code Section 25364, to defend, insure, protect, hold harmless and indemnify the City from liability.9.4 INSURANCE SCOPE AND LIMITS The Company shall procure and maintain for the duration of the contrac.t insuranceagainst claims for injuries to persons or damages to property which may arise from or inconnection with the performance of the work hereunder by the Company, its agents, representatives, employees or subcommands. With respect to General Liability andPollution and/or Environmental Impairment Liability coverage shall be maintained for a minimum of five (5) years after the latter of the expiration or termination of the Agreement and any amendment or extension, which continuing coverage may be maintained through continuous policy renewals. The maintenance of claims made againstany insurance required of the Company shall not be considered a waiver by City of anyclaim or liabilities it may have against the Company.
9.4.1 Minimum Scope of Insurance. Coverage shall be at least as broad as:
Insurance Services Office form number GO 0002 (Ed. 1/73) coveringcomprehensive General Liability and Insurance Services Office form number GO 0404 covering Broad Form Comprehensive General Liability; or Insurance Services Office Commercial General Liability coverage(“Occence” form CG 0001.) or substantially equivalent coverage.
Insurance Services Office form number CA 0001 (Ed. 1/78), coveringAutomobile Liability, code 1 (any auto) and endorsement CA 0025.
Worker’s Compensation Insurance as required by the State of California and Employer’s Liability Insurance.Pollution and/or Environmental Impairment Liability and/or Errors & Omissions.
9.4.2 Minimum Limits of Insurance. The Company shall maintain limits no less than:
1) Fire: One or more policies covering the Disposal Facilities of extended fire insurance coverage in an amount equal to the replacement value of the Disposal Facilities. Company shall be a named insured and City shall be a “loss payee” under the policies of fire insurance. Any payment resulting from damage or destruction to any Disposal Facility shall be paid into an escrow account and shall be used by Company solely and exclusively for the repair, reconstruction or replacement of said buildings or facilities. In the event that Company fails to undertake suchrepairs, construction or replacement within ninety (90) days, or suchadditional time as may be approved by the City, following the damage ordestruction to said buildings or facilities, the entire proceeds of the fire•iisuarce policy shall be piic :u City. In the event thaL Company shall fail 65059.00004\?825S41. 7
44 /
/
or neglect to take out or to maintain said fire insurance, City may, but nothing herein contained shall be deemed to create any obligation or liability on its part to do so, secure fire insurance for such period asCompany shall fail or neglects to do so, and City shall have the right tocollect the cost of the insurance policy from Company. 2) General Liability: S8,000.000 combined single linut peroccurrence for general comprehensive liability; including hut not limited to coverage for premises operations, explosion and collapse hazard,underground hazard, contractual insurance. property damage, independent contractors and personal injury or death,. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either thegeneral aggregate limit shall apply separately to this projucUlocation or thegeneral aggregate hinit shall be twice the required occurrence limit. 3) Automobile Liability: 53.000,030 Oomhined single limit per accident for bodily injury and property damage.
4) Worker’s Compensation and Employer’s Liability: $1,000,000each accident, $1,000,000 policy limir bodily injury or disease. $1,000,000 each employee bodily irury by disease.
5) Pollution and/or Environmental Tinpairment Liability and/or Errors and Omissions: $5,000,000 each occurrence/55.000,000 poller aggregatecovering liability arising from the release of waste materials and/or irritants, contaminants or pollutants. Such coverage shall, if co:nmerciallyavailable, without involvement of the City, automatically broaden in its form of coverage to include :egislatecl charges in the definition of waste materials and/or irritants, contaminants or pollutants. The policy shallstipulate this insurance is prima:) and no other insurance carried by theCit; will be called upon to contribute to a loss suffered by the Companyhereunder and waive subrogation against the City and other additional:nsureds. 6) Deduetiblo and Self-Jnsured Retentions. The deductibles or selfinsured retentions for the General Liability will he SO. for AutomobileLiability policies may be no greater than $25,000 and for the Pollution Liability policy are $5 mil lion, which are for the account of the Company,shall be the sole responsibility of the Company and shall he maintained at that level by the Company during the tei’m of this Agreement.
9.4.3 Other Insurance Provisions. The policies are to contain, or he endorsed to contain, the following provisions:
1) Automobile liability and general liability: The City, its officers, officials, employees and volunteers are to be covered as additional insureds with respect to liability arising out of automobiles owned, leased, 45o59.oauG47g2s841. 1
45 hired or borrowed by or on behalf of the Company; and with respect to liability arising out of work or operations perfoimeci by or on behalf of the Company, neludi g materials, parts or equipment furnished in connection with such work or operations.
The Company’s insurance coverage shall be primary insurance as respectsthe City, its officers, officials, employees, agents and volunteers, but only with respect to liabilities arising out of the services provided by the Company under this Agreement. Any insurance or self-insurance maintained by the City, its officers, officials, employees, agents or volunteers shall be excess of the Company’s insurance and shall notcontribute with it.
Each insurance policy required by this clause shall be occurrence-based, or an alternate form as approved by the City and shall be endorsed to state that coverage shall not be canceled by the insurance company except after thirty (30) days prior written notice has been given to the City. Pollution coverage may be claims made.
The Company’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 insurance company’s liability.
The Automobile Liability policy shall be endorsed to add the Motor Carrier Act endorsement (MCS-90), TL 1005, TL 1007 and/or other cndorsements required by federal or state authorities or substantially equivalent coverage.
2) Worker’s Compensation and Employers Liability Coverage: The insurance company shall agree to waive all rights of subrogation againstthe City, its officers, officials, employees and volunteers for losses arising from work performed by the Grantee for the City.
3) All Coverages: Each insurance policy required by this clause shall be occurrence-based or an alternate form as approved by the City and endorsed to state that coverage shall not be suspended, voided, canceledby either patty, reduced in coverage or in limits except after thirty (30) days prior written notice by certified mail, return receipt requested, hasbeen given to the City. Pollution coverage may be claims made.
9.44 Acceptability of Insurance Company. Insurance is to be placed with insurance companies with a current AM. Best’s rating of no less than A:
VII if admitted. If pollution and/or Enviromnental Impairment and!orerrors and omissions coverage’s are not available from an “Admitted” insurer, a Non-Admitted insurance company may write the coverage withthe City’s permission. A Non-Admitted company shall he an AM. Best’s rating of A: X or higher.
65059U0004\7825841. 7
46 9.4.5 Verification of Covemnne. The Company shall flunish the City with endorsements effecting coverage required by this clause or certificates evidencing such coverage. The endorsements or certificates ate to hesigned by a person authorized by that insurance company to bind coverageon its behalf All endorsements or certificates are to he received andapproved by the City before work commences.
9.4.6 Subcontractors. The Company shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.
9.4.7 Other Provisions. Any failure to comply with reporting or other Provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, agents, employees andvolunteers. The City, its officers, officials, agents, ethployees and volunteers shall he named as additional insured’s on all policies.
9.5 FAITHFUL PERFORMANCE BONDWithin thirty (30) days of execution of this Agreement. the Company shall file with the City a bond, payable to the City, in a form acceptable to the City, securing theCompany’s faithful performance of each and every one of its obligations under this Agreement. The performance bond shall become ATTACHMENT 6 to this Agreement.The principal sum of the bond shall be $1,500,000. The bond shall be executed as suretyby a corporation authorized to issue surety bonds in the State of California, with afinancial condition and record of service satisfactory to the City. The bond shall be in afonn specified by the City Representative. Alternatively, the Company may deposit aletter of credit or open a certificate of deposit in the name of the City to be held to secure this faithful performance. The performance bond shall remain in force for the duration ofthis Agreement. The Company shall pay the premium for the bond. If, following written demand by the City, the Company fails to pay amounts owed by the Company to the City pursuant to this Agreement, the City may make a claim against the bond establishedpursuant to this Section for such amounts, and the Company shall replenish the bond sothat the principal amount is restored to its original amount. The City may reconsider theprincipal sum of the bond upon Company’s request on or after the second anniversary ofthis Agreement.9.6 REVOCATION OF PREVIOUS AGREEMENTS.
This Agreement, rather than any preceding Agreements between the City and the Company, shall govern with respect to the Company and City rights, duties andobligations relating to this Franchise. Upon execution of this Agreement, all previous Agreements shall terminate and be of no further force and effect except with respect tocovenants therein for acts and omissions occurring prior to the date of tennination. 65059.00001\I525841. / -
47 9.7 COMPLIANCE WITH APPLICABLE LAW AND CITY ORDINANCE.
Company agrees that it will comply with all Applicable Law and those provisions of the Avalon Municipal Code which are applicable to the work or business in which it is hereinfranchised, and with any and all amendments to such applicable provisions during theterm hereof, but only to the extent they are not inconsistent with or do not conflict with the terms and conditions of this Agreement without regard to this Section.
10. BREACH, DEFAULT AND REMEDIES
10.1 LIQUIDATED DAMAGES
In the event that the Company fails to perform reasonably any of the Company’sobligations under this Agreement, other than due to an Uncontrollable Circumstance, theCompany shall be in breach of this Agreement. The Parties recognize that if theCompany fails in such performance, the City and residents of the City will suffer damages and that it is and will be impractical and extremely difficult to ascertain anddetermine the exact amount of damages which the City and residents will suffer.
Therefore, without prejudice to the City’s right to treat uncorrected non performance asan event of default, the Parties agree that the following liquidated damage amountsrepresent a reasonable estimate of the amount of such damages, provided, however, thatthe City may not assert a claim for both actual damages and liquidated damages withrespect to same act or omission. Upon delivery of written notice to the Company, the Citymay impose liquidated damages upon the Company, in addition to any other availableremedies the City may have as outlined in ATTACHMENT 7.
The City may determine the occurrence of events giving rise to liquidated damages tluough the observation of its own employees or representative, or by investigation of Customer complaints.
Prior to assessing liquidated damages, the City shall give the Company notice of itsintention to do so. The notice shall include a brief description of the incident or nonperformance. The Company may review (and copy at its own expense) all information inthe possession of the City relating to the incident or non-performance. The Company may, within ten (10) days after receiving the notice, request a meeting with the City. If a meeting is requested, the City Representative or his/her designee shall hold it. TheCompany may present evidence in writing and through testimony of its employees and others relevant to the incident or non-performance. The City Representative or designee shall provide the Company with a written explanation of his or her determination on each incident or non-performance prior to authorizing the assessment of liquidated damages.
The assessment of liquidated damages issued by the City shall appear on the nextmonthly statement and the Company shall, at its own expense, remit to the City damagesspecified in said assessment as part of the Monthly Remittance. 6505900004\7S1584 L 1
48 10.2 EVENTS OF DEFAULT
Each of the fohowinu, if material, shah constitute an event of default (“Event ofDefaul’) hereunder, in each case subect to any applicable cure rights, including without iiniitaiion the cure rights provided in the final naragraph of this Section:
10.2.1 Failure to Con-cc: Breach. The. Company fails to correct any breach within the applicable Cure Period (as defined below).
10.2.2 Misrepjent4ijon. The Company makes a materiai misrepresentation to the City in this Agreement or in the statements or materials submitted tothe CitE by the Company in connection with this Agreement as of the time the representatron or disclosure is made..
10.2.3 Rpuh..qfterformance Review. The Company makes any material breach of this Agreement as determined in a Pcrfbrmance Review conducted pursuant to and subject to the provisions of Section 11, which breach is not cured during the applicable Cure Period.
10.2.4 zureorAtt lent of Equipment. There is a seizure or attachment (other than a prejudgment attachment) of, or levy affecting possession on, the operating equipment of the Company, including without limit its vehicles, maintenance or office facilities, or any part thereof of such proportion as to impair the Company’s ability to perform under this Agreement and which cannot be released, bonded, or otherwise lifted within forty-eight (48) hours excluding weekends and the City approved holidays.
102.5 Conp yBanlo-utcv. The Company files a voluntary petition for debt relief under any applicable bankruptcy, insolvency, debtor relief, or other similar law now or hereafter in effect, or consents to the appointment of or taking of possession by a receiver, hquidator, assignee (other than as a part of a transfer of equipment no longer useful to the Company or necessary for this Agreement), trustee (other than as security for an obligation undera deed of trust), custodian. sequestrator (or similar official) of the Company for a pan of the Company’s operating assets or any substantial pail of the Company’s propeily. or shall make any general assignment for the benefit of the Company’s creditors, or shall fail eneraEy to pay the Conpany’s debts as they become due.
102.6 Court Order or Decree. Any court having jurisdiction enters a decree or order for relief in respect of the Company, in any involuntary case broughtunder any bankruptcy, insolvency, debtor relief> or similar law now or hereafter in effect, or the Company consents to or fails to oppose any such proceeding, or any such court enters a decree or order appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company or for any part of the Company’s operating 65059.00004Vfl25&4 /
49 equipment or assets. or order the winding up or liquidation of the affairs of the Company.
10.2.7 Failure to Provide Performance Assurances. The Company fails to provide commercially reasonable assurances of perfonnance or fails to maintain the Faithful Performance Bond as specified in Section 9.5.
10.2.8 Failure to Notify City. The Company fails to noti1’ the City in a timely manner of any receipt of notice of violation or official communicationfrom those regulatory agencies regulating any Company activities under this Agreement, including, but not limited to, California Department ofResources Recycling and Recovery, Los Angeles County, the South CoastAir Quality Management District, and any water quality regulatoryagency.
10.2.9 Lapse of Financial Requirement. There is a lapse of any insurance or bond required under this Agreement.
10.2 lORegulatory Violation. The Company violates any orders or filings of any regulatory body having jurisdiction over Company relative to this Agreement, provided the Company may contest any such orders or filingsby appropriate proceedings conducted in good faith, in which case nobreach of the Franchise and this Agreement shall be deemed to haveoccurred. (
10.2.llCessation of Services. The Company ceases to provide Collection, Transportation, Processing, or Recycling Services as required under this Agreement for a period of two (2) consecutive days or more, for any reason within the control of Company, sub] ect to the provisions of Section
10.6. 10.2. l2Disnosal Facilities. Company fails to properly maintain, operate, repair or otherwise use any of the Disposal Facilities.
10.2.1 3Failure to Meet Payment or Reporting Requirements. The Company fails to make any payment required under this Agreement and/or refuses toprovide City with required information, reports, and/or records in a timelymanner as provided for in the Agreement. 102 l4Unremnedied Acts or Omissions. The Company commits any act or omission which violates the terms, conditions, or requirements of thisAgreement, AB 939 or any Applicable Laws and which is not corrected orremedied within the time set in the written notice of the violation or, if the Company cannot reasonably correct or remedy the breach within the timeset forth in such notice, the Company should fail to commence to correct or remedy such violation within the time set forth in such notice anddiligently effect such correction or remedy thereafter. 65059.00004\782554 I. 7
50 10.2.1 5QjeThahts. Notwithstanding any other provision of this Section to the contrary, the City shall provide the Company with reasonable notice ofand a reasonable opportunity to cure any breach of this Agreement during the time periods set forth below (the “Cure Period”). Any breach that is timely cured by Company shall not be determined to constitute an Event of Default. The Company shall begin cure of any breach or default as soon as it becomes aware of the breach or default, whether discovered by the Company or through notice from the City. Upon becoming cognizant ofthe default, the Company shall proceed to cure such default as follows:Immediately, if the default is such that in the determination of the City, thehealth, safety, or welfare of the public is endangered thereby; orWithin thirty (30) days of giving or receiving notice of default, provided that if the nature of the default is such that it will reasonably require more than thirty (30) days to cure, the Company shall have such additional tithe as is reasonably needed to expeditiously complete a cure. During anydefault cure period, the Company shall provide the City weekly written status of progress in curing such default.
10.3 RIGHT TO TERMINATE UPON DEFAULT
Upon an Event of Default by the Company, the City shall have the right to terminate this Agreement, subject to review as provided in Section 11.
10.4 POSSESSION OF COMPANY PROPERTY UPON TERMINATION
In the event of termination for default, the City shall have the right to take possession of any and all of the Company’s land, equipment, records relating to provision of services including, but not limited to, Customer lists and route maps, and other property used or useful in the Collection, Processing, and Ti-ansport of Solid Waste, Recyclables, or GreenWaste in the provision of Services under this Agreement, and the billing and collection offees for these Services and to use such property. The City shall pay reasonablecompensation to the Company for the temporary use of such land, equipment, and. other property. The City shall have the right to retain the possession of such property until other suitable arrangements can be made for the provision of Solid Waste, Recyclables.or Green Waste Services that may include the award of an Agreement to another waste hauling company. The Company shall furnish the City with immediate access to all of itsbusiness records related to its route maps, schedules, and billing of accounts for Services.
The City’s right to take possession of such portion of Company’s land, equipment, and other property shall continue only for the period of time necessary to make alternative arrangements for the Collection, Transport and Disposal of Solid Waste, RecyclableMaterials or Green Waste, which period shall not exceed a maximum of ninety (90) days. 65059.U0004\782584 I. 7
51 10.5 CUMULATIVE SPECIFIC PERFORMANCE
The City’s right to terminate the Agreement under Section 10.3 and to take possession of the Company’s properties under Section 10.4 is not exclusive, and the City’s termination of the Agreement shall not constitute an election of remedies. Instead, all remedies provided for in this Agreement shall be in addition to any and all other non-duplicative legal and equitable rights and remedies which the City may have under law or as otherwise provided in this Agreement.
By virtue of the nature of this Agreement, the urgency of timely, continuous, and highquality service, the lead time required to effect alternative service, and the rights granted by the City to the Company, the remedy of damages for a breach hereof by the Company is inadequate and the City shall be entitled to injunctive relief.
10.6 EXCUSE PROM PERFORMANCE
10.6.1 Excuse from Performance. The Parties shall be excused from oerforrning their respective obligations hereunder in the event they are prevented fromso performing by Uncontrollable Circumstances beyond the control of and not the fault of the Party claiming excuse from performance hereunder.
10.61 Inexcuse from Performance. None of the following shall he considered an excuse from performance: (a) general economic conditions, interest or inflation rates, or currency fluctuation or changes in the cost of fuel, ( commodities, supplies or equipment; (b) changes in the financial condition of the Company or any of its subsidiaries or subcontractors affecting their ability to perform their obligations; (c) the consequences of errors, neglect or omissions by the Company or any subcontractors; (d) any failure or inability of the Company or of any subcontractors or supplier to furnish labor, materials, service or equipment for any reason; (e) equipment failure; or (1) changes in market prices for, or the unavailability of markets for, the sale or purchase of Recyclable Materials or Green Waste.
10.6.3 Notice. The Party claiming excuse from performance shaH, within two (2) days after such party has notice of such cause, give the other Party notice of the facts constireting such cause, efforts undertaken by the Company to attempt to perform this Agreement, the estimated timelines for such performance, and asserting its claim to excuse under this Section, provided, that failure to give such notice shall not eliminate the excuse from performance except to the extent the other Party shall have been prejudiced by such failure.
10.6.4 Waiver of Dgçs. In the event that either Party duly and validly exercises its rights to tennination and damages under this Agreement, the Parties hereby waive any claim against each other for any damages sustained thereby, except for any due and valid counterclaims or other claims on account of any breach of this Agreement.
65059.00004\1825841, 7 sq4
/
10.7 RIGI4TTC DEMAND ASSURANCES OF PERFORMANCE
If the Company is: (i) the subiect of any labor unrest including work stoppage or slow down, sickout, picketing or other conceited job action; (ii) appears in the reasonable judgment of the City to be unable to regularly pay its bills as they become due; cc (iii) is the subject of a civil or criminal investigation, charge, udgment or order entered by a federal, state, regional or local agency for violation of a law relating to performance under this Agreement, and the Council believes in good faith that the Company’s ability to petfonu under the Agreement has thereby been placed in substantial jeouardy, the Citymay, at its option and in addition to all other remedies it may have, demand from theCompamw reasonable assurances of timely and proper performance of this Agreement, insuch form and substance as the Council believes in good faith is reasonably necessary in the circumstances to evidence continued ability to perornr under the Agrcement.
10.8 IRE CITY’S RIGHT TO PERFORM UPON DEFAULT
10.8.1 Thy’s Right to Perform. In addition to any and all other legal or equitable remedies, in the event that the Company, for any reason whatsoever, fails, reftses or is unable to perform any Franchise Service at the time and in the manner provided in this Agreement. for a period of more than seventy-two (72) hours, and if, as a result thereof, should Solid Waste, Recyclable Materials, or Green Waste accumulate in City to such an extent, in such amanner. or for such a time that such failure, refusal or inability persistsand the City Representative should find that such accumulation endangers or menaces the environment, public health, safety or welfare, then the City shall have the right, but not the obligation, without payment to the Company upon twenty-four (24) hours prior notice to the Company to do either one or both of the following at Company’s sole expense: (i) cause tobe perfonned such services with other personnel without liability to the Company; (ii) take possession of any or all of the Company’s land, equfpment and other property used or usefil in providing one or more ofthe Franchise Services and to provide one or more of the Francl’.ise Services.
10.82 Notice. Notice of the Company’s fahure. refjsai or neglect to perform one or more Franchise Services may be given orally by telephone to the Conmanv at its principal office and shall be effective immediatelyWritten confnnation of such oral notification shall be sent to the Company within rwentyfour (24) hours of the oral notiflcation.
10.8.3 Company’s Cooneration. The Company further agrees that in such event:
It shall fully cooperate with the Chy to affect the transfer of possession of property to the City for the City’s use.
It shall, if the City so requests and to the extent feasible, keep in good repair and condition all of such property, provide all motor vehicles with 65O59.OOOO4\72554 . /
53 fuel, oil and other service, and provide such other service as may be necessary to maintain said properly in operational condition.
10.8.4 Not a Taking by the City. The City’s exercise of its contractual rights under this Agreement: (i) does not constitute a taking of private property for which compensation must he paid; (ii) shall not create any liability on the part of the City to the Company; and (iii) does not exempt the Company from the indemnity provisions of this Agreement, which are meant to extend to circumstances arising under this Section to the extent the circumstances are the result of the Company’s acts or omissions.
10.8.5 Limited Possession of Company’s Propv. The City’s right to so perform services otherwise required of Company hereunder and to so take possession of such portion of Company’s land, equipment and other property shall continue only for the period of time during which Company fails, refuses or is unable to collect, transport and dispose of Solid Waste, Recyclable Materials, or Green Waste which it is required by this Agreement to so collect, transport and dispose, and shall cease at such time as Company is ready and able to perform its obligations hereunder.
To the extent caused by the Company’s failure, refusal or inability to perform any Franchise Service, except as provided in Section 10.6.1, the City’s costs of and damages related to operating such equipment, land, andother property or retaining the services of an alternative service provider, as reduced by any revenues received or savings realized by the City from ( such operations and City’s or the alternative service provider’s performance of the Services, may be an element of the City’s damages claim against the Company to the extent otherwise pennitted by this Agreement and subject to the Company’s indemnification obligations under this Agreement.
10.9 PERFORMANCE REVIEW
The City may require a “Perfonnance Review” of the at anytime during the term of this Agreement, but without waiving any other rights the City may have to monitor and review the Company’s performance under this Agreement. The City shall give the Company notice of its intent to conduct the “Performance Review” not later than 30 days prior to the start of the Performance Review. The Performance Review shall he conducted as set forth below,
10.9.1 Scope of Performance Review. The Perfonnance Review shall:
1) Be performed by a qualified firm under contract to the City. The City shall select the qualified firm with input from the Company. 2) Be limited to matters reasonably related to the Company’s performance of its obligations under the Agreement.
65O59.UOOO4\72584I. 7
54 3) Be conducted in a mariner that ensures the confidentiality of the Company’s trade secrets including, without limitation, financial information.
4) Be conducted in consultation with the Company and in a manner that does not unduly interfere with the Company’s operations or business ac1ivttes.
5) Subect to the foregoing, address aL appropriate areas which may include, but are not limited to the following areas, and shah provide specific recommendations. as appropriate, for improvement in each area, namely (in each case only to the extent relating to the performance of theCompany’s obligations under the Agreement):
6) Compliance with the terms of this Agreement and Applicable Laws.
7) Overall organizational structure and management systems and procedures.
8) Efficiency and effectiveness of operations.
9) Staffing practices, including the deployment of management and supervisoty ersonnel.
10) Financial management practices, including the Company’s hilling and collection system and its policies with regard to uncollected Customer accounts.
11) Employee job and safety training, and management of Hazardous Waste.
:2) Procedures for receiving and resolving Customer complaints and con cc n 5
13) Procedures for the maintenance, safety check, and replacement of equipment.
14) Utilization, safety, and suitahrhity of facilities, equipment. and personnel.
15) Comparison with practices of businesses deemed similar to the Company with respect to operations sintilar to those required by the Agreement for iurisdicticns similar to the Gty. The Company shall supplyadequate information on operations for other jurisdic:ions that it deems comparable including, but not hmited to, for each category of Service Rates charged, number of customers, annual revenues line item costs and pront.
6so59.Oooo4\,a2S4 I - 7
55 City shall initially bear the cost of any Performance Review, and the 7 Company shall cooperate fully with the Performance Review, and provide w!thin thirty (30) days of request, all operational, financial and otherinformation reasonabiy necessary for purposes of conducting thePerformance Review. If the City concludes that the Company has unreasonably failed to cooperate or provide reasonably necessaryinfonnation. then the City and the Company shall meet and confer in goodfaith in an effort to agree on a resolution of the dispute. If the parties are unable to agree on the informal resolution or cure of the breach within ten (10) business days, the City shall have the right to terminate thisAgreement if:
I) following the tenday meeting period above, the City shall have given written notice to the Company specifying that a particular default ordefaults exist which will, unless corrected, constitute a material breach of this Agreement on the part of the Company,
2) the Company fails to correct such default or fails to take reasonablesteps to commence to correct the same within ten (10) days from the dateof the notice given by the City and the Company thereafter fails to diligently continue to take reasonable steps to correct such default, and3) the Company fails to reimburse City for its actual costs of conducting the Performance Review within ten (10) days of any invoice detailing such costs.
11. DISPUTE RESOLUTION
11.1 REFERENCE OF DISPUTE
Except as provided in Section 101, any dispute seeking damages and any dispute seeking other legal or equitable relief, including but not limited to specific enforcement of any provision hereof, shall be heard and determined as provided heloviin this Section.
11.2 DISPUTE RESOLUTION PROCEDURES.
11.2.1 Negotiations. In the event that any dispute may arise, the Parties shall first seek tc resolve any disputes by negotiations between a senior executive of the Company and the City Representative (the “Senior Executives”).
11.2.2 Notification. When a party believes there is a dispute relating to the Agreement. the Party will give the other Party written notice of the dispute.
11.2.3 Meeting among Senior Executives. The Senior Executives shall meet at a mutually acceptable time and place within thirty (30)days after the date of the notice to exchange relevant information and to attempt to resolve the dispnte If a Senior Executive intends to he ccurnpanied at a meeting by 65059.00004\7825841. 7
56 an attorney. the other parts Senior Executive shall he given at least tiuce (3) business days’ notice of such intention and may also be accompaniedby an attorney.
I 1.2.4 Confidentiality. All negotiations are oonftdentia and shall be treated as compromise and settlement negotiations under the State of CajiforniaRules of Evidence.
11.2.5 Council. If the dispute has not been resolved within thiriy (30) days after the date of the notice of a dispute, or if the party receiving such notice fails or refuses to meet within such time period, either patty maysubmit the dispute to the Cour.cil for resolution by making wrttten requestto the Council within forty-five (45) days after the date of notice of a dispute. The Council shall consider the dispute at a meeting to he held within thirty (30) days following receipt of such request. At such hearing,the Council may determine to terminate the Agreement, at its option.
1.2.6 jjjgation. If a dispute has not been resolved to the satisfaction of the parties within sixty (60) days after the written submission to the Council,then either party may initiate litigation in the courts of the State ofCalifornia, which shall have exclusive jurisdiction over such disputes. The exclusive venue for such disputes shall he Los Angeles County.
11.3 INTERIM MEASURES
Notwithstanding the requirements for alternative dispute resolution procedures (such as negotiation and submission to the Council), either Pasty may apply to the courts of the State of California for equitable relief, including temporary restraining orders, injunctions, attachments and conservation orders in appropriate circumstances. 11,4 CoSTS AND ATTORNEY’S FEES
in the event of any action or litigation to enforce this Agreement, for interpretat:on or construction of this Agreement, or on account of any default under or breach of IhisAgreement. the nonprevailing party to such action. arhit:atiou or litigatica covenani.s dnd agrees to pay to the prevai]ir1g Party therein, in addition to all other relief, all cosrs andexpenses. expressly including, but not limited to, reasonable attorneys’ fees incurred bysuch prevamug party tn connection with such action or litigation, including. but not limited to, any appeal thereof. which costs, expenses and attorneys’ fees shall he included in and as a part of any iudgment rendered in such action or litigation.
11.5 PUNITiVE DAMAGES
Penal, punitive, treble, multiple, consequential, incidenlal or similar damages may not be recovered or awarded.
65O59.UOOO47825S1 I. 7
57 12. INDEPENDENT CONTRACTOR
It is expressiy understood and agreed that the Company shall perfonn all work and services described herein as an independent contractor and not as an officer, agent,servant or employee of the City; dat the Company shall have the exclusive control over the details of the services and work performed hereunder and all persons performing the same; that the Company shall be solely responsible for the acts and omissions of itsofficers, agents, employees, contractors and subcontractors, if any; and that nothing herein shall be construed as creating a partnership or joint venture between the City and the Company. Neither the Company nor its officers, ernp{oyees, agents or subcontractors shall obtain any rights to retirement benefits, workers’ compensation benefits or anyother benefits which accrue to City employees.
13. DRIVThG SURFACE DAMAGE
The Company is responsible for damage to driving surfaces where Carts. Bins. Debris Boxes, or Compactors serviced by the Company are located ott public or private property, other than ordinary wear and tear, when the City or a Customer can demonstrate that thedamage is the result of vehicles exceeding the maximum weight limits allowed by Applicable Law or the Company’s negligent operation of vehicles. The Company shall provide to the City or any Customer upon request such records as the Company possesses concerning weight limits and loaded weights of the Company’s vehicles.
14. RIGHT OF ENTRY (
To the extent that the City possesses the authority to grant such right, the Company shall have the right, until receipt of written notice revoking permission to pass is delivered tothe Company, to enter or drive on any private street, court, place, easement or other private property for the purpose of Collecting or Transporting Solid Waste for the Owner of the private street, easement, or property, or his/her lawful occupant.
15. LAW TO GOVERN
It is understood and agreed by the Patties hereto that the laws of the State of Californiashall govern the rights, obligation, duties, and liabilities of the Parties to th.is Agreement and shall govern the interpretation of this Agreement.
16. FEES AND GRATUI’IiES
The Company shall not, nor shall it permit any agent, employee or subcontractor employed by it to, request, solicit, demand or accept, either directly or indirectly, anycompensation or gratuity for the collection of materials otherwise. required to be collected under this Agreement, other than acceptance by drivers of holiday gifts offered bycustomers of a reasonable value 6505900004\7S2584] - 7
58 17. AMENDMENT
Except for rate adjustments, this Agreement may be amended or modified only by a written agreement duly authorized and executed by both the City and the Company.
IS. ASSIGNMENT
“Assignment means: (i) a sale, exchange or other transfer of this Agreement, the Company’s rights hereunder, or substantially all of the Ccmpanv’s assets dedicated to service under this Agreement LO a third uarty; (ii) a sale, exchange or other transfer of t]iirty (30) percent or more of the outstanding common stock of the Comuany, except to related Ialties for estate or tax planning purposes; (iii) any reorganization, consolidation, merger re-capitalization, stock issuance or re-issuance, voting trust, pooling Agreement. escrow arrangement, liquidation or other transaction to which the Company or any of its shareholders is a party which results in a change of ownership or control of thirty (30) percent or more of the value or voting rights in the stock of the Company; and (iv) any combination of the foregoing (wiicther or not in related or contemporaneous transactions) which has the effect of any such transfer or change of ownership, orovided that the effectof such occun-ence is to change control of the Company or responsibility for this Agreement to an entity that is not controlled by Company’s ultimate parent entity (as defined on the Effective Date of this Agreement in 16 CPR § $0I.1(a)(3)). For purposes of this Section. the term “proposed assignee” shall refer to the proposed assignee(s) or other successor(s) in interest pursuant to the assignment. If the Company is a subsidiary of another corporation or business entity, any “Assignment,” as defined above, by the parent company or corporation shall be considered an Assignment by the Company, provided, however, that no such occurrence shafi constitute an “Assignment” if, following such occurrence, the surviving ultimate parent entity is owned by a large, fluid aggregation of shareholders where no shareholder owns more than ten percent (10%) ofthe voting securities of the surviving ultimate parent entity (excluding> however, any such shareholder that prior to such transaction owned 10% or more of the voting securities of the ultimate parent entity of Company). Notwithstanding any other provision of this Section, reorganizations. mergers, consolidations, sales of equity or assets or similar transactions between or among entitles owned by the sante ultimate parent, includ:r,g but nor limited to the Company and regardless of which entity is the survivor, do not constitute an Assignment.
The Company acknowledges that this Agreement involves rendering a vital service to the City’s residents and businesses, and that the City has relied upon the Company’s representation of its experience and financial resources in qualifying the Company to perform the services under this Agreement. Except as provided in this Section, the Company shall not make an Assignment to any other person or entity without the prior written consent of the City. Any sOch Assignment without the consent of the City shall be void and the attempted Assignment shall constitute a material breach of this Agreenrent.
Under no circumstances shall the City be required to consider any proposed Assignment if tire Company has committed an Event of Default at any time during the period of consideration. The sole standard for the City’s consent to any Assignment shall be whether the Company (01. if applicable, a new entity succeeding to the rights, duties and 65O59Ouu4\7825 ii.
59 obligations of Company under this Agreement), after the Assignment, has sufficient financial and operational capability to adequately and faithfully render the services called for in this Agreement for the remaining term of the Agreement. In no event shall the City’s consent he withheld on the basis of personal taste, convenience or sensibility or because of City’s desire for heifer or different commercial terms than those contained in this Agreement.
If the Company requests the City’s consideration of and consent to an Assignment, the City may deny or approve such request as provided in this Section. The City needconsider no request by the Company for consent to an Assignment unless and until theCompany has met the following requirements:
1) The Company shall pay the City its reasonable expenses for attorney’s fees and investigation costs to investigate the suitability of anyproposed assignee, and to review and finalize any documentation requiredas a condition for approving any such Assignment.2) The Company shall furnish the City with audited financialstatements of the proposed assignee’s operations for the immediately preceding five (5) operating years.3) The Company shall furnish the City with satisfactory proof that the proposed assignee has the demonstrated technical and financial capabilityto perform all Franchise Services, including: (4) That the proposed assignee has at least 10 years of Solid Waste management experience on a scale equal to or exceeding the scale of operations conducted by Company under this Agreement.
5) In the last five (5) years, the proposed assignee has not received any citations or other censure from any State, federal or local laws and theassignee has provided City with a complete list of such citations andcensures.6) The proposed assignee has at all times conducted its operations in an environmentally safe and conscientious fashion.7) The proposed assignee conducts its Solid Waste management practices in accordance with sound Solid Waste management practices in full compliance with all federal> State and local laws regulating thecollection and Disposal of Solid Waste, including Hazardous Wastes. 8) Letters of credit, lines of credit, or other financial assurances that confirm the assignee’s financial ability to perform the Agreement, and the City may require changes to the insurance coverages provided in this Agreement (including without limitation insurance products, coveragelimits, deductibles and selfinsured retentions) as appropriate in view of the assignee’s financial capability snd to cr.nfirnt ho assignee’s financial 6505900004\7825841. 7
60 ability to perform all Franchise Services and its other responsibjirtics under this Agreement.
9) Any other informatiun required by City to ensure the proposedassignee can fulfill the terms of this Agreement in a timely, safe andeffective manner. 10) Any application for an Assignment shall be governed by the following conditions:
11) Any application for an Assignment shall be made in a manner prescribed by the City Representative. The application shall include anAssignment fee in an amount to be set by resolution of the Council to cover the cost of all direct and indirect administrative expenses including consultants and attorneys, necessary to adequately analyze the application, a reasonable share of any fees or payments paid to Company by the entity seeking to take over this Agreement, and to reimburse the City for alldirect and indirect expenses. In addition, the Company shall reimburse the City for any and all additional costs related to the Assignment requested and not covered by the Assignment fee. Bills shall be supported with evidence of the expense or cost incurred. The applicant shall pay such bills within (30) days of receipt.
If the City consents to an Assignment at the point of transition, the Company shallcooperate with the City and subsequent contractor(s) or subcontractor(s) to assist in an orderly transition which shall include the Company providing route lists and billing information. If any entity succeeds to the rights, duties and obligations of the Company under this Agreement in conformity with the £enns of this Section (including with tireCity’s consent, where required), such new entity shall assume all of the rights, duties andobligations of the Company under this Agreement arising following the Assignment and the City shall release the Company of all obligation and liability under this Agreement arising subsequent to the dale of the Assignment.
The Company shall not delegate or subcontract its obltgations under this Agxeement to any other person or entity without the prior written consent of the City. other than a deicgat:on or subcontract to an affiliate of the Company.
19. NOTICES
All notices, demands, requests> consents or other communications which this Agreementconten’.piates or authorizes, or requires or permits either parry to give to the other (otherthan those that the context makes clear are to be delivered to the Ciw Representative or the Company Representative), shall be in writing and shall be personally delivered or sentby 1st Class mail, postage prepaid, return receipt requested. addressed to the respective party as follows:
65059.00004\752,54r 7
61 or to such address as either party may from time to time designate by notice to the other given in accordance with this Section. Such notice shall be deemed effective on the date personally served or, if mailed, three (3) business days from the date such notice isdeposited in the mail.
20. SEVERABILITY
If any provision of this Agreement shall for any reason he held to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the validity and enforceability of any of the remaining provisions of this Agreement.
21. EXECUTION OF AGREEMENT
Notwithstanding any provision of this Agreement, rule of construction, or presumption of law to the contrary. this Agreement shall be void and of no force and effect if an authorized representative of the Company has not executed the Agreement on the flfieenth (15th) calendar day after execution by the City’s authorized representative.
22. PREVAILING WAGES (
To City: City of Avalon —__________________
410 Avalon Canyon Rd
P.O. Box 707Avalon, CA 90704
Attention: City Manager
With Copies Best Best & Krieger, LLP I 300 South Grand Avenue, 25th Floor Los Angeles, CA 90071
Attention: Scott Campbell, Esq.
To COMPANY: CR&R Incorporated
11292 Western Avenue
P0 Box 125
Stanton, CA 90680
(714) 826-9049
Attention: Dean Ruifridge
Senior Vice President
Copy to: CR&R incorporated
1 1292 Western Avenue
P0 Box 125
Stanton, CA 90680
Attention: David Fahrion
Division President
65059.00004\782i841. 2
62 Company is aware of the requirements of California Labor Code Section 1720. ci g.. and 1770, et çg.. as well as California Code of Regulations, Title 8, Section 16000, et seq., (“Prevailing Wage Laws”). which require tile payment of prevailing wage rates and the performance of other requirements on ‘public works” and ‘maintenance” projects. If the services performed under this Agreement, expressly including the installation of the replacement baler pursuant to Section 5.3.7 are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Company agrees to fully comply with such Prevailing Wage Laws. City shall provide Company with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Company shall make copies of the prevailing rates of per diem wages for each craft, classification or typeof worker needed to execute the services available to interested parties upon request and shall post copies at the Company’s principal place of business and at all Disposal Facilities, if applicable. Company shall defend, indemnify and hold the City, its officials,officers, employees, agents, and volunteers free and harmless from any claim or liabilityarising out of any failure or alleged failure to comply with the Prevailing Wage Laws. [Signature Page Follows]
65059.00004V?825841. 7
63 IN WITNESS WHEREOF. the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.“CITY” - “COMPANY”CITY OF AVALON CR&R, INCORPORATED, a Californiaa Municipal corporation of State of Calif
By:
City Manager
corporation
syj\ A
Dean Ruffidge, SiVc-President
APPROVED AS TO FORM:BY:\; By:
David Fabrion, President / Solid Waste
Division
65U59.UUUU4Vl8254l. 7
64 CITY OF AVALON CITY COUNCIL
MEETING DATE: April 19, 2022 AGENDA ITEM:
ORIGINATING DEP: Public Works CITY MANAGER:
PREPARED BY: Robert Greenlaw, Director of Public Works
SUBJECT: Upgrade Avalon Wastewater Treatment Plant Process Air System RECOMMENDED ACTION(S): Authorize the procurement of supplies, equipment and services for the upgrade of the Avalon WWTP process air system for a not to exceed cost of $200,000.00.
REPORT SUMMARY: The City’s wastewater treatment plant operator, Montrose Environmentalreported that the aeration system that provides the air for the biological processes at the WWTP needs some repairs. The biological system requires a minimum air flow for normal operations.
Without sufficient air the biological process breaks down, which causes an upset at the plant,which could lead to a process failure.
The plant was originally built with five blowers which provided multiple efficient operation levels to match the needs of various flow levels. One blower was removed from service in 2014 and a second one was removed in March 2022, due to being at the end of their service life. These two blowers are still at the plant and they were proposed to be rebuilt when taken out of service. The three remaining blowers are not operating efficiently, and many of the operating combinations of multiple blowers operating in tandem do not provide sufficient airflow to meet peak operating conditions. The original aeration system design incorporated multiple redundancies so that if apiece of equipment failed or needed servicing, other equipment could provide a safe level of operation. The system developed problems during peak flows over the previous quarter and so a full assessment was completed. It was found that the remaining blowers are nearing the endof their useful life and need to be rebuilt or replaced as appropriate. With that finding it became apparent that the system redundancy is becoming critically insufficient. A failure of the main blower would require extraordinary process measures to continue operations. This is of particular concern during the peak summer flows.
The aforementioned assessment considered two options from two blower vendors, which considered operational efficiency, system redundancy and cost. Option A was the least costalternative and also the most efficient with motors rated at 10 HP less than the competing option.
These reduced HP motors along with the proposed installation of variable frequency drives will deliver significant energy savings over time over option B and the current operation. Also included in the upgrade are new actuators that will tie into the existing dissolved oxygen meters to optimize the Dissolved Oxygen process.
The proposal has four components. The first is the purchase of three new blowers to replace three of the five existing blowers, at an equipment cost of $89,818.00. One blower will remain in operation and is proposed to be rebuilt in the future. The fifth blower will be scrapped for parts for the blower that will remain in operation. The final configuration will now have four blowers that will be sufficiently redundant to handle two failures before the system becomes critical. The second component is the programming of the integration of the blowers to the command and control infrastructure of the plant at a cost of $12895.00. The third is the installation of newactuators for automatic control of the air flow at an equipment cost of $21,479.82, The fourth is the installation of the equipment including the electrical and mechanical trades. Some of this work will be completed by Montrose or City staff. But, for work that will require outside forces a contingency of $75,000 is requested. The estimated total cost of S199.192.82 is rounded up toa not to exceed request of $200,000.00 for the project. The project is currently part of the capital projects list for the plant, Capital Project #205012, “Major Sewer Projects’ is the annual funding for an array of sewer capital projects on a prioritized basis. The project has sufficient remainingfunding to allocate to the project.
The work is exempt from the from the requirements of a public works project by the Public Contracts Code and AMC section 3-4.201(d)(5) as it is sewer maintenance work at the City owned WWTP. As previously stated, the project will be completed by Montrose and City staff as the resources are available. These forces will be supplemented with licensed contractorsthrough competitive proposals as necessary to facilitate a timely and effective delivery of the project.
For each of the four components, the procurement policies of the AMC are applied. Under the first component (blower equipment) the AMC section 3-4.106(a) (vendor price quotes) was utilized. Multiple contacts were made to seek at least three competitive quotes after a field visit to view and assess the work. Three vendors responded, with two eventually submitting a proposal. The selected proposal is attached.For the second (programming) and third (actuators) components, the individual procurements were under $25,000 so AMC section 3-4.102 was utilized. This does not require multiple competitive quotes for this threshold but an evaluation of value was completed.
For the fourth component (outside contract labor), if any work is above the $25,000 threshold, three competitive proposals will be utilized per 3-4.106(a). Otherwise the work will be through a small negotiated contract(s) perAMC 3-4.102.
GOAL ALIGNMENT: Infrastructure reliability and safety.
FISCAL IMPACTS: Capital Project #205012 was approved by City Council in the 2021-22budget and sufficient funding remains to implement the project CONSEQUENCES OF NOT FOLLOWING RECOMMENDED ACTION: The WWTP aerationsystem will eventually fail.
FOLLOW UP ACTION: Direct Montrose Environmental to procure the supplies, equipment and services; and implement the project.
ADVERTISING, NOTICE AND PUBLIC CONTACT: This item was properly listed on the posted agenda pursuant to the Brown Act.
ATTACHMENTS: Montrose Environmental proposal.
3Bray Bray Sales Southern California Quote QQ-2261 722-00 Date 3/30/2022 ,gr;wt:,; :awc ac•a,teaa
Montrose Environmental - Avalon
Josh [email protected]
+1310 986-9375
Quote Ref 4” Valves wth Modu1aPng Actuator
Line No Product Details
1 Part Number ASSEMBLY
4” Series 21 Lug Style Butterfly Valve, 150 PSI Close 0ff, 316 SS Body, 31655 Disc/Stem, EPDM Seat with with a Bray Series 70120 VAC Modulating Non-spring Return Electric Actuator
1.01 Part Number 210400-110C6024
5214’ 316,316,316,EPDM”
1.02 Part Number 700061-11360536/K
ACT,120V N4,600 lN-LB,3D5,NXT
1.03 Part Number 7070B1-22600536
S70 ADAPTER KIT-70B1
2 Part Number ASSEMBLY
4” Series 20 Wafer Style Butterfly Valve, 150 PSI Close Off, 316 SS Body, 316 SS Disc/Stem, EPDM Seat with with a Bray Series 70 120 VAC Modulating Non-spring Return Electric Actuator
2.01 Part Number 200400-11OCGOZ4
S20 4” 316,316,316,EPDM”
2.02 Part Number 700061-11360536/K
ACT,120V N4,600 IN-LB,305,NXT
2.03 Part Number 7070B1-22600536
570 ADAPTER KlT-70B1
- 2, - Sales Rep Muhammad Abidi
Email muhammad.abidi@brayconi
Phone +1909937 1624,2404
\‘luhammad Abid:
muhammad.abidibray.com
+19099371624,2404
All deliveries suojec: to terms of corfirmed orcer
Buyer is solely responsible for knowing its aopiicaton recurements and specifications and the suitability of the products therefor (including material compatibility and pressure ano temperaturelimits) Information about the products, including the technical specifications for them, can be found inthe correspondng manual for each available at https://www.bray.com/resources/documents/manuals guides?page=1.
Please contact [email protected] vjitn any quest;ons Sellers acceptance of this Order is expressly limited to, and expressly concitional on, Buyer’s Acceptance of Sellers standard terms ano conditions attached and available at httos://www bray.com/sales-te’ms-and-conditions. Seller objects to any cifferent or additional terms.
Company
Name
EmailPhone
Prepared By
EmaiiPhone
Qt’y Unit Price Line Total Delivery
3 52,933.33 $8,799.99
1 I3 $2,818.13 $8,454.39
1 1
Total Price: ( USD ) $17,254.38
Terms Notes
Quote Validity: 4/29/2022
Bray Sales Southern California
BRAY INTERNATIONAL TERMS AND CONDITIONS OF SALE
I. APPLICABILITV These terms and conditions
of sale (these ‘‘Terms’’) are the only terms which governthe sale of the products (“Products”) by Bray International Inc and js subsidiaries, branches and
divisions las applicable. ‘‘Bray’’ or “Seller”) to apurchaser of Products (“Buyer”) from Bray.
Notwithstanding any thing herein to the contrary. if a
sritten contract signed h’ Bras and a Buy er covers the sale of Products covered hereby, the terms and conditions of such contract shall prevail to the extent they are
inconsistent with these Terms.
References to (i) “Bray factor” are to the applicable
Bray national or regional headquarters of Seller in the country where the order is received and (ii) •‘dollars’’ or 5” are to United States dollars unless specified otherwise.
2. ENTIRE AGREEMENT. These Terms and
the quotation (the ‘‘Qu oti lion”) which they acconi pany (collectiselN. the “Agreement) comprise the entireagreement between Bra> and Buyer relating to theProducts that are the stibject of such Quotation, andsupersede all prior or contemporaneous understandings, agreements, negotiations. representations and warrantiesand commtinications, both written and oral. These Termsprevail over any of Buy er’s general terms and conditions of purchase regardless of whether or when Buyersubmitted its purchase order or such terms. Buyer’sacceptance of the Quotation is expressly limited to these Ternm, and Bray objects to, and is not botind by, any termsor conditions that differ from, add to, or modify theseTerms. Fulfillment of Buyer’s order does not constituteacceptance of any of Buyer’s terms and conditions anddoes not serve to mod i t or ani end these Terms, Notwithstanding anything to the contrary in these Termsor any Agreement. Bray shall not he obligated to make. or otherwise fulfill thtc terms of, any sale of Products to Buyer in an order amount less than Two f-I und red and
Fift’ Dollars jS250).
3. QUOTATIONS. Unless slated otherwise in
‘a riting by Seller, all Quotations made h’ Seller are for immediate acceptance Seller reserves the right to
withdraw and or revise any Qllotation at any time prior to final acceptance by Buer.
4. PRICE. Buyer shall purchase tlte Products from
Seller at the prices (the ‘‘Prices’’) set forth in Seller’sptlblished price list in force as of the date Buy er’s order isreceived by Bray. All Prices hand any applicable discounts) for Products are subject to change without
notice. Any order that is delayed for deliver’. at Buyer’srequest or is otherwise scheduled to be made in excessof one hundred tw ent (120) days from the orderdate will be invoiced at published list prices and discounts effective at the lime of shipment unlessotherwise specifically agreed at the time of Seller’s orderacceptance, Any extra expenses incurred by Seller, suchas engineering, tagging, taxes, service calls, export crating or other expenses, will be added to the invoiceafter notification to Buyer of the extra costs. excise taxes, and any other similar taxes. duties, fees andcharges of any kind imposed by any governmental authority including those arising from changes in laws or regulations affecting foreign exchange on any amounts payable by
Btiyer. Buyer shall be responsible for all such charges. costs and taxes, and if payable or paid by Seller. then added to tilePrice.
6. PAYMENT TERMS.
A. All invoices for domestic (U.S.) Buers “ill be
due net thirty (30) days front date of invoice unless
otherwise stated by Seller, All invoices for international (non-U.SJ Buyers will require confirmed. irrevocable
letters of c redit due upon delivery to freight forwarderat its United States port for shipment. unless otherwise agreed by Seller. Seller reserves the right (including if itdeterni i lies subsequently cli at B over’s uitanc i al cond it oIl becomes unsatisfactor’ to Seller) to (a) l’eqtiire payment on ‘‘cash in advance’’ basis, (ii) reqtlire a conhrmed,
irre’ ocable letter of credit or other acceptable sectlrity inc I ud i ng preserv at ion of any lien rights) before sh ipnl ent, or (iii) cancel shipment at any time prior to deli very of the Prodtlcts (without fttrther obligation or liability on Seller’spart). In such cases, all order will be considered valid onlyupon receipt of any such advance payment or provision ofsecurity. Credit terms are provided solely at the discretion of Seller and may be denied for any reason by Seller,
B. Buyer shall pay interest on all late payments at thelesser on (i) the rate of two percent (2%) per month and (ii) the highest rate perni i ssi b Ic tinder applicable law.
Buyer shall reimburse Seller for all costs incurred in
collecting any late payni ents, including, ‘vi tliout
I imitation, attorney fees and cotlrt costs, In addition to all otlter remedies available under these Terctts or at law(which are not waived by Seller’s exercise of ally rightsIleretlilder), Seller shall be emit led to suspend tiledelivers of ally Products if Buyer fails to pay ally amounts when d tie hereunder.C. Buyer shall not withhold or delay paylnent of anyanlotlnis due and pay able b’ reason of any set—off of any laim, counterclaim, abatement, delay’ of custollier
pa 11cm or dispute with Seller, whether relating to Seller’sbreach, bankruptcy or otherwise,
7. (‘RE bIT. Shipments and deliveries of Prodticts to
Buyer shall remain at all times subject to the approval of Seller’s credit department. Seller, in additioti to any otherrights and remedIes, ma’., at its option. dccl ne to make sltipments or deliveries hereunder except upoit ‘eceipt of pameit t or satisfactory security or otherwise upo II terms and conditions satisfactors to Seller. Should Seller elect to extend credit to Buyer, Seller may limit or deny furtherextensions of credit in Seller’s sole discretion Any e.\tensionof open payment terms by Seller is dependent on Buyer’s ongoing ability to support its working capital requirements fbr its btisiness.
5. TAXES. Prices are exclusive of all sales, use and
S. DELIVERY.
A. The Products will he delivered within a reasonable
time after the receipt of Buyer’s order. Delivery dates areapproximate and are dependent upon prompt receipt ofall necessary Buy er— furnished in formation and materials(if applicable). Penalty fees/liquidated damages that mayhe associated with any late delivery will not apply unless in utua I lv agreed in writing at the time of order
acknowledgement.
B. Unless otherwise agreed in writing by the parties,
Seller shall make the Products available at the Bray
factory (the “Delivery Point”). The title to and risk of loss for Products passes to Buyer upon signing of the
bill of lading by the trans portatio n company (which
signifies the deli’ cry of the Products to the
transportation compan for shipment to Buyer). Btt Cr
shall be responsible for all loading costs and provideeq iii pm e nt and labor reasonab l suited for receipt of theProducts at the Delivery Point.
C. All Prices are quoted ExW’orks (EX\V Bray
factory or such other place that Seller shalt designate on the Quotanon. Seller does not insure shipments
hey mid the Delivery Point and, therefore, all claims oflost or damaged Products in transit must be filed directl iii, the transportation company by Buyer. Seller shall
select the iii ethod of shipment and the carrier for the Producti Seller may ship via the Buyer’s choice if
routing is satisfactory and rates equal to or less than Seller’s normal choice, In the case of higher than normal special sIt i pp i ttg requirements. Seller \vi II ship the Products at Buyer’s expense (including a handling fee or collect basis) and Buyer will not receive any credit for freight charges that under normal circumstances wotild
he incurred by Seller. There may be only onedesti n atioit per order.
D. Bray’s standard document package will be
provided—please see associated Quotation fordetails on what is included in document package for associated Product(s): document package will bedelivered via electronic delivery (additional charges may apph it’ hard copy is required).F. If for any reason Buyer fails to accept delivery ofProd ucts on the (late fixed purs uant to Seller’s notice to Buyer that the Products are being made available
for delivery at the Delivery Point: (i) risk of loss to the Proditcts shall pass to Buyer, (ii) the Products shall he deemed to have been delivered and accepted by Buyer
and (it’) Sell Cr. at its opt ion. tnay store the Products untilBuyer picks them up, whereupon Buyer shall be liable for all related costs and expettses (includittg. withoutlimitation, storage and insurance) Any failure of Buyer to provtde appropriate instructions. documents, licensesor authorizatiotts in connection with del iverv ofProducts shall be deemed to be a failure of Buyer toaccept delivery of Products at such time as such Products are otherwise available for delivery Any orders held by Seller more than t h i r t y (30) days may be treated
as a cancelled and the Products deemed rettirned,9. INSPECTION AND REJECTtON
NONCONFORMING PRODUCTS,
A. Buyer shall i tispect the Products \vi di in ten
(10) days of receipt (“Inspectiott Period”). Buyerwill be deemed to have accepted the Products unless itnoti (ies Seller itt writing of any Noncott fo nn iitgProducts during the Inspection Period and furnishes such svl’i tte n evidence or otl er doc utiten tat io ii as reasottably t’eqtured by Seller. ‘‘Noticonforntiitg
Products’’ means that the Products shipped are
different than those identi tied in Buyer’s purchaseorder.
B. If Bu Cr timely iioti lies Sd er of any
Nonconforming Products during the Inspection Period,
Seller shall, in its sole discretioti, ( i) replace such Noncotiformitig Products with confon ing Products, or
(ii) credit or refund the Price for such NonconformingProducts,, together v, ith atly reasonable shtpping andhandling expenses incurred by Buyer in connection therewith. Buyer shall ship. at its expense attd risk of loss, the Nonconforming Products to the Bray factot’y
or such other place that Seller shall designate on theQttotation . U poti Seller’s con firmat ion of the nonconforming tiature of the NonconformingProducts, Seller shall credit the Buyer’s expense for su cit shipment agai list the Bt, yer’ s p ayttte it obligationsto Seller. If Seller exercises its opt ion to rep lace such Nonconforming Products. Seller shall, after receiving
Buy er’s shipmettt of returned NonconformingProducts, ship to Ba’ Cr the replaced Products and the tertits of Sec I nit St B I slial I apply for sucltreplaced Products, except that Seller sItall herespotisible for tlte costs and expenses for such It i p tile it.
L Buyer acknowledges and agrees that the remediesset forth itt Section 9(B) (exercised itt accordatice withthese Te rtti s are Buy er’s exclusive remedies for tlte delivery of Nonconforming Products.
)O. CHANGE ORDER / CANCELLATIONS.
Orders received and accepted by Seller may not bechanged or cancelled except on terms satisfactory to Seller and syhi cli prevent Seller from men rring any loss.Seller will not accept changes or cancellations of Products, whether standard, non—standard or special,
without fti II reimbursement of all related expenses
incurred to date. Buyer
m it st req ii est all cancel I atiotis and
change orders in writing, and must be signed by anauthorized representative of Seller to be effective, Any changes or cancellations of Proj ects will be subject toappropriate changes in discounts, fi’eight costs and othercharges to Buyer.
OF
11. LIMITED WARRANTY.
A. Seller warrants to Buyer that, for a period of thirtysix (36) months from t lie date of Bray’s shipment (the ‘‘Warranty Period’’) from its inanufacturi tie
facilit. Products manufhctured by Seller will be freefrom defects in materials and workmanship whenused for the purposes for which they crc designed and manufactured. SeIIcr does not warrant the Productsagainst chemical or stress corrosion or against any other failure (including norni al wear and tear due to operation or the cn’ ironmentt other than from defects in materials orwo ‘k ni atisIn p.
B. THE EXPRESS WARRANTY SET FORTH IN
SECTION 1(1(A) IS EXCLUSI’E AND IN LIEUOF ANY AND ALL OTHER WARRANTIES,EXPRESS OR IMPLIED. NO WARRANTY OFMERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE IS INTENDED ORGIVEN.
C. Products nianttfactttred by a third pai’ty (“Third
Party Product’) may consi itute. contain, be containedin. incorporated into, attached to or packaged together with, the Products, Third Party Products are not coveredby the warranty in Section I 1(A). For the avoidance ofdoubt, SELLER MAKES NO REPRESENTATIONSOR WARRANTIES WITH RESPECT TO ANY THIRD PARTY PRODUCT.H. The Seller shall not be liable for a breach of the varran ty set forth in Sect inn It (A) in less: ( iBuyer gives written notice to Seller of the defect during the Warrant Period and, in any event, within
fourteen (14) days of the rime when Btiyer discovers or ought to have discovered the defect: (ii) Seller is given areasonable opportunity after receiving the notice toexam i tie s ucli Pt’oducts all d B uvcr (if requested to doso by Seller) returns such Products to Bray’s factor) or such other place that Seller shall designate on theQuotation for the examination to take place there: (iii)Products are storcd. maintained and shipped inaccordance with Seller’s attpl icable guidelines therefor available to B u\ er in product in formation available at ittps: ‘v’’.bra col:: rc>m’rces J,:cunicIlN tllOfllI,iI5- uides?pagç-j, please contact producrsl2Lhrai.cotti
with an” questions concerning the guidelines) and (iv
Seller reasonably verifies Buyer’s claim that the Products are defective. Bu er shall return (freight prepaid) thedefective Product to Bray at Brays factory or such othcr place that Seller shall designate on the Quotation no laterthan ninet’ (90) da’ s of Bu er’s initial written notice to Seller of the defect. Upon Seller’s contirniatioii ofProducts in breach of the warrants provided underSection 11 (A). Seller shall credit the Buyer’s expensefor sh ipnien t agai ist tile Buyer’s paynient obligations to Seller and, f Seller exercises its option to replace such defective Products. Seller shall ship to Buyer thereplaced Products and the terms of Section 8(B) shallapply for such replaced Products, except that Sellershall be responsible for the costs and expenses for such shipment. Seller shall not be obligated for any ott-site costs, including removal and reinstallation of any“arratited Products. Upoit request, Buyer shall provideSeller reasonable and clear access to the warrantedProd ucis.
E. The Seller shall not be liable for a breach of the
narrant set forth in Section III
U if: ( i ) Bu er makes
any further use of such Products after giving such notice:(ii) the defect arises because Buyer failed to follow Sell Cr’S oral or \vri tten instructiotis as to the storage.installation, commissioning, use or maintenance of the Products: or (iii) Buyer alters or repairs such Products ‘a ithout the prior ritten consent of Seller.F. Subject to Section I B W and Section lIfE)above. with respect to any such Products during the Warranty Period, Seller shall, in its sole discretion.
either: ( i ) repair or replace such Products (or the
defective pail) or (ii) credit or refund the price of
such Products at the pro rata contract rate providedthat, if Seller so requests, Buyer shall, at Seller’sexpense. return such Products to Seller. THE REMEDIES SET FORTH IN THIS SECTION 1I(F)
SHALL BE THE BUYER’S SOLE AND
EXCLUSIVE REMEDY AND SELLER’S SOLE
AND ENTIRE LIABILITY FOR ANY BREACHOF THE LIMITED WARRANTY SET FORTH INSECT ION lilA).
12. LIMITATION OF LIABILITY.
A. IN NO EVENT SHALL SELLER BE LIABLE
FOR ANY CONSEQUENTIAL, INDIRECT,INCIDENTAL, SPECIAL, EXEMPLARY OR
PUNITIVE DAMAGES, LOST PROFITS ORREVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANI’
BREACH OF THESE TERMS, WHETHER OR
NOT THE POSSIBILITY OF SUCH DAMAGES
HAS BEEN DIS(:LOSED IN ADVANCE BY
BUYER OR COULD HAVE BEEN REASONABLY
FORESEEN BY BUYER, REGARDLESS OF THE
LEGAL OR EQUITABLE THEORY (CONTRACT,
TORT OR OTHERWISE) UPON WHICH THE
CLAIM IS BASED, AND NOTWITHSTANDING
THE FAILURE OF ANY AGREED OR OTHER
REMED’ OF ITS ESSENTIAL PURPOSE. No
action, regardless of form. may be brought by Buyer ittorcthan o tIe (I) year after the cause of action has accrued.B. IN NO E’ENT SHALL SELLER’S
AGGREGATE LIABILITY ARISING OET OF OR
RELATED TO ANY PRODUCT, WHETHER
ARISING OUT OF OR RELATED TO BREACH
OF CONTRACT, TORT (INCLUDINGNEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF TIlE AMOUNTS PAID TO SELLER
FOR SUCH PRODUCT.
13. AUTHORIZED RETURNS. All sales of
Products to Bin er are made on a one- way basis and noProducts may be returned without prior written approval from Seller Generally, in addition to the requirement for prior written approval. Bray will accept returns from aBuyer only if tlt c return request is timely made fol lowi rig shipment of the appl cable Product(s) to Buyer and theProduct(s) are in good, reusable condition and remain standard Bray products (i.e., not custom-made, obsolete orbuyout products). In regard to any returns, Seller generally issues credit (from which Seller may deduct shipping.
restocking and reconditioning expenses).
14. INTELLECTUAl. PROPERTY RtGHTS. All
copyrights. patents. trademarks, trade secrets, know-how and other intellectual property or proprietary rights pursuantto the laws of an> jurisdiction worldwide ‘‘I P Rights) associated with or relating to the Products shall belong solely and exclusively to Seller. Seller \vi II retain all IPRights used to create, embodied in. used in and otherwiserelating to the Products and an’ of their component parts. and Buy-er shall not acquire any ownerslt i p interest in any of Sellers IP Rights, Buyer shall use Sellers (P Rightsoids in accordance with these Terms and any instructions of Seller. No license, either express or implied, is granted in any IP Rights of Seller. If Bu’. Cr acquires any IP Rightsin or relating In any Product by operation of law or otherwise, such rights are deemed and are hereby
irrevocably assigned to Seller without further action.
Btiyer shall, at Seller’s expense. execute such documents and do such things as are necessary to enable Seller toprotect its IP Rights.
IS. DESIGN CIIAGES. Seller reser’. es the right to
change. dscontinrie or alter the design and construction of Products without prior notice and without ftii’ther obligation -
16. COMPLIANCE WITH LAW Buyer shall
compN with all applicable laws, regulations and
ordinances, arid shall maintain in effect all the licenses. permissions. authorizations, consents and permits that it needs to carry out its obligations under the Agreement - Upon Seller request, Buyer agrees to provide Seller withinformation about the end use (including location of) of any products purchased. In furtherance of the foregoing (and without Ii m itati on thereto), please ii ote the following inregards to compliance:
A. TeaSe Compliance. Buyer must comply’ with all
law’s governing expot’tlimport control and regulation,includitig, without limitation, laws governing re exporting.
If Buy-er is obtaittitig Product(s) for resale, such
compliance requires that Buyer know of the end— use, end—user. ultimate dest in Orion or other facts relating to such sale of Product(s), and be alerted to “,‘el flags” in the
circumstances related to such sale. Bin er is obligated tocomply with Bray’s trade compliance program in regards to any sale and purchase of Product(s). Buy er shouldcontact Bray to coti fi rut comp Ii attce u i cli the reqtt i rements of this program.B. An/L( ac-i-i qUton URIS. Buyer must comply with all anti-corntptioti and bribet’y laws and regulations,
including, without littiitation the L’nited Kingdom’sBribery Act of 201 3 and the United States’ Foreign Corrupt Practices Act. Buyer must not pay-. offer or
promise to pay. directly or indirectly. anything of value forpurposes of influencing an official decisioti or seeking iii flue ice in regards to any such dec is ion ft’u iii a person or organization affiliated with any go’. ernmenl body.organization or business entity owned in part or in whole by a government body. Btiy’er must contact Bray inregards to any transaction in respect of Product(s) provided under this Agreement that could implicate suchlaws. Bray’ may- ml nediate lv term itiate, without any’ liability, any’ sale, agreement or association with any per-son violating such laws,
t7. TERMINATION. Iii addition to any remedies
that may he pi’ovided under the Agreetnent. Seller may
term nate the
A gt-eeni en t with immediate effect upo n
written notice to Buyer. if Buyer: ii) fails to pay any amount when due: (ii) has not otherwise performed orcomplied ‘.vi th au)- of the tetms of the Agreentent. in whole or in part: or (iii t becomes insolvent, tiles a
petition for battkruptc’.’ or commences or has cotumenced aga i mt it proceed iii gs relating to bankruptcy. receivership,reorganization or assignment for the benefit of creditors,
18. WAIVER. No waiver by Seller of ally of the
provisions of these Tet’ms or the Agreement is effective unless explicitly set forth in writing and signed bySeller. No failure to exercise, or delay in exercising. any rights, remedy, power or privilege arising from theAgreement operates or may be construed as a waiver thereof. No single or pat’tial exercise of any right, remedy. pa’.’ er or privilege hereunder p rcc lit des any other orfurther exercise thei-eof or the exercise of any other right. remedy, power or pri ilege.
19. CONFIDENTIAL INFORMATIoN. All
Confidential Infonnation (as defined helowt of Seller
disclosed by Seller to Buyer. ‘.vhether disclosed orally ordisclosed or accessed in writteti. electrottic or other form or media, and whether or not marked. designated or
oth er’.vise ident iii ed as ‘‘confidential.’’ in con ii ectionwith these Terms or the Agreement is confidential,solely’ for the use of performing this Agreement atid may not be disclosed or copied unless authorized inadvance by Seller in writing. Upon Seller’s requtest, Buyer shall promptly returti all Cotifidenti a I Ittformationreceived from Seller. Seller shall be entitled to injunctive relief for any violation of this Section. For purposes of tltisAgreemeitt. ‘‘Confidential Itifoi’nratioti’’ meatis all non-public. confidcntial or proprietary information of
Seller including. hut not lint ited to. bits ness affairs. bitsiness plans. trade secrets, intellectual propert>’. specifications, samples, patterns, designs. clientin foniiati on. customer information. sttpp I icr in formation.technical data, develapments. properties, systems. procedures. services. processes. methods, drawings.know— how, equipment. developm ent ph arts, documents, manuals, strategies, training materials, costs, pricing,discounts or rebates, inventions, discoveries or any other confidential matters acquired in respect of the Seller or
the Products.
20. FORCE NIAJEURE. Neither Seller nor Buyer
shall be in breach of contract nor liable to the other party for any delay or damages if prevented from performance
of these Tenits and the Agreement (other than the
payment of money) by any condition of force majeure
which is hevoud the control and not caused by thenegligence of the party so affected (Force Majeure”).
Force Majeure includes, but shall not be limited to.
earthquakes, floods, hurricanes, named tropical storms. lightning strikes, icc storms, blizzards, icebergs, packice, air and sea disasters. explosions and fire, epidemics. acts of God, acts of public enemy, var,terrorism, national emergency. invasion, insurrection. riot, sirike. lockout, blockade or other industrialdisputes. any laws, rules, regulations, orders, directives orreqinrements of or interference by an’ government or government agency (including any thereof or any affectingforeign exchange or oihenvise making the terms of sale materially impractical on the basis of the economics relating to the agt’eed sale price or of illegality), inability or delay in obtaining stipplies of adequate or suitable materials. p0” er outage or other circttm stances not within thecontrol of the parts and which, by the exercise ofreasonable diligence, the party is unable to prevent orrem ed s heilier sini ilar or dissimilar, forcseen orunforeseen. Seller shall ha e such additional time asn1a be reasonably necessary to perform its obligationsupon the occurrence of any Force Majeure event,
21. ASSIGNMENT. Bttyer shall not assign any of
its rights or delegate any of its obligations under this Agreeme lit witho ut the prior written consent of Seller,Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegationrelieves Buyer of any of its obligations under this Ag reetit eti t.
22. AMENDMENT AND MODIFICATION.
These Terms may only he amended or modified in awriting hich specifically states that it amends thcscTerms atid is sigtted by an authorized representative of each of Seller and Buyer.
23. RELATIONShIP OF THE PARTIES. The
relatiotisli ip between the parties is that uf independentcontractors. Nothing contained in these Terms or theAgreement shall be construed as creating any agency,partnership, joint ventttre or other form of jointenterp rise, employment or fid uciat’y relationshipbetween Seller and Buyer, and neither party’ shallhavc authority to contract for or bind the other party inany matiner whatsoever.
24. NO THIRD-PARTY BENEFICIARIES. These
i’ertiis and the Agreement are for the sole benefit of the Seller and Buyer and their respective successors andpermttted assigns, and nothing herein, express or implied,is t nten ded to or shall confer ttpon atty other person or entity any legal or equitable right, benefit or remedy ofany natttre whatsoever under or by reason of theseTerms.
25. GOVERNING LAW / JURISDICTION / JURY
WAIVER. THESE TERMS, THE AGREEMENT AND
THE RELATIONS BETWEEN THE PARTIES SHALL BE
GOVERNED BY TI-lE PROCEDURAL AND
SUBSTANTIVE LAWS OF THE STATE OF TEXAS,EXCLUSIVE OF CONFLICT OF LAWS PRINCIPLESWhICH WOULD DIRECT THE APPLICATION OF THESUBSTANTI\’E OR PROCEDURAL LAW OF ANOTHER JURISDICT[ON. IN THE EVENT TEXAS LAW IS RULEDOR ORDERED TO NOT APPLY TO ANY DISPUTEBETWEEN THE PARTIES, THEN FOR PURPOSES OFTHAI DISPUTE THESE TERMS, THE AGREEMENTAND THE RELATIONS BETWEEN THE PARTIES
SHALL BE GOVERNED BY THE LAWS OF THE
JURISDICTION IN WHICH BRAY’S FACTORY
APPLICABLE it) THE SALE IS LOCATED.EXCLUSIVE OF CONFLICT OF LAWS PRINCIPLESWHICH WOULD DIRECT THE APPLICATION OF TIlESUBSTANTIVE OR PROCEDUAL LAW OF ANOTHER JURISDICTION.
IF BRAY’S FACTORY APPLICABLE TO THE SALE ISLOCATED IN ANY STATE. TERRITORY, OR DISTRICT OF THE UNITED STATES OF AMERICA, EACHPARTY: (A) IRREVOCABLY SUBMITS TO TI-IE
JURISDICTION AND VENUE OF THE COURTS
LOCATED IN HARRIS COUNTY, TEXAS FOR THERESOLUTION OF ANY AND ALL DISPUTES ARISINGFROM OR RELATING TO THESE TERMS, TIlEAGREEMENT AND THE RELATIONS BETWEEN THEPARTIES: AND (B) KNOWINGLY AND ‘OLLNTARILY WAIVES ALL RIGHTS TO
A JURY
TRIAL IN ANY LEGAL PROCEEDING RELATINGTO THESE TERMS, THE AGREEMENT AND THE RELATIONS BETWEEN THE PARTIES.IF BRAY’S FACTORY APPLICABLE TO THE SALE IS NOT LOCATED IN ANY STAI’E. TERRITORY. OR
DISTRICT OF THE UNITED STATES OF AMERICA,
EACH PARTY AGREES AI.[. DISPUTES ARISING OUTOF OR IN CONNECTION WITH THIS AGREEMENTOR THE ORDER(S) SIIALL BE FINALI.Y SETTLED.
SUBJECT TO THE DEFENSES ALLOWED BY
APPLICABLE LAW. UNDER THE RULES OFARBITRATION OF THE INTERNATIONAL CHAMBEROF COMMERCE BY
A SINGLE ARBITRATOR
APPOINTED IN ACCORDANCE WITH THE SAIDRULES. THE ARBITRATION SHALL BE CONDUCTED IN ENGLISH WITHIN THE LIMI’I’S OF THE CITY OF
HOUSTON. TEXAS. THE ARBITRATOR MUST MEETEACH OF TIlE FOLLOWING QUALIFICATIONS INORDER TO BE APPOINTED: (I) BE
A GRADUATE OF
A LAW SCHOOL LOCATED IN THE UNITED STATES;(2) HAVE MORE THAN T\VENTY YEARS OFEXPERIENCE IN LITIGATING AND OR ARBITRATINGCOMPLEX COMMERCIAL DISPUTES: (3) BELICENSED TO PRACTICE LAW IN THE STATE OF TEXAS: AND (4) BE IMPARTIAL. THE ARBITRATOR
WILL HAVE THE AUTHORITY TO APPORTIONLIABILITY BETWEEN THE PARTIES, BUT WILL NOT HAVE THE AUTHORI’FY TO AWARD ANY
DAMAGES OR REMEDIES NOT AVAILABLE UNDER, such termination or expiration.OR ]N EXCESS OF, THE EXPRESS TERMS OF THESE TERMS OR 1’! IF AGREEMENT. THE ARBITRATIONAWARD WILL BE PRESENTED TO THE PARTIES IN WRITING. AND UPON THE REQUEST OF EITHERPARTY. WILL INCLUDE FINDINGS OF FACT AND CONCLUSIONS OF LAW. THE AWARD MAY BE
CONFIRMED AND ENFORCED IN ANY COL’RT OFCOMPETENT JURISDICTION. BUYER AND SUPPLIER
HEREBY CONSENT AND SUBMIT TO THE
AFOREMENTIONED ARBITRATION AND THEJURISDICTION OF ANY LOCAL. STATE OR FEDERAL COURT LOCATED WITHIN HOUSTON. TEXAS. ASJURISDICTION FOR REVIEW OR CHALLENGE OFTHE ARBITRATION RESULTS AND WAIVE ANYRIGHT SUCH PARTY MAY HAVE TO TRANSFERTHE VENUE TO ANY OTHER JURISDICTION. THE PARTIES EXPRESSLY RESERVE ALL RIGHTS TOPURSUE INJUNCTIVE RELIEF IN ANY COURTLOCATED IN HOUSTON. TEXAS. TIlE PARTIES
ACKNOWLEDGE AND AGREE THAT THIS
AGREEMENT INCLUDES ACTIVITIES IN
INTERSTATE COML\IERCE (AND. AC’CORDINGLY,THE FEDERAL ARBITRATION ACT OF THE UNITED STATES SHALL CONTROL AND APPLY TO ALLARB[TRATIONS CONDUCTED HEREUNDER,
NOTWITHSTANDING ANY STATE LAW PROVISIONS
I’O II IL CONTRARY).
26. NOTICES. All notices, request, consents. claims.
demands, \% aivers and other comniun ications hereu mider(each, a ‘‘Notice’’) shall be in writing and addressed to theparties at the addresses set forth on the face of theQuotation or to such other address that may be designated by the receiv ing party in vriting. All Notices shall hedelivered h) personal delivery, nationally recognized overnight courier (with all fees pre.paid), facsimile (with confirmation of transmission), email or certified or registeredmail (in each case, ret urn recei Pt requested. postage prepa id.
Except as otherwise provided in the Agreement. a Notice iseffective only Ii) upon receipt of the receiving pain land con hrmat,on of such receipt in respect of facsim Ic or email transmissions), and (ii) if the party giving the Notice has coin p i ed ‘vi ih the req u irements of this Sect ion.
27. SEVERABILITY. If any of these ‘J’erms or other
terms or jnov t sion of the Agreement arc determined to be invalid, illegal or unenforceable in any jurisdiction, suchinvalidity, illegality or unenforceability shall not affect aity other term or provision or invalidate or render unenforceable stich term or provision in any other jurisdiction.
28. CLERICAL ERRORS. Seller reserves the right to
correct all stenographic or clerical errors or omissions in anydocuments 1w hether Qtiotations. invoices or other documents).
29. SURVIVAL. Any provision of the Agreement that
by’ its nature should apply after any term iiiation or expiration of the Agreement, inc In ding (but not limited to) die fol lowi hg pros isions: Coiiipl iance with Laws, Confidentiality.Governing Law / Jurisdiction and Survival, shall survive any
30. PUBLISHED DATA. All published dimensions,
weights. temperatures, pressure ratings and other Productdata are approximate.
CANCELLATION, CHANGE ORDERS AND
RETURNED GOODS POLICY ADDENDuM
As guidance and further clarification on the applicable terms and conditions relating to change orders orcancellations. Bray will accept changes and cancellationsgenerally subject to Buyer agreement to pay all costs and expenses incurred by Bray for the order, including.without limitation, costs and expenses relating to engineering, financing costs (in cI tiding ihiose for any perfommnce or ‘van’anty obligations), restocking, order administration, supplies, freight. ditties and inspection.
For standard product. Bray will generally apply a tventy’five percent 125%) cancellation fee unless such amount isnot sufficient to recapture Bray’s fees and expenses (e.g.financing cosis. freight. dtities. etc.) relating to the order.
For lion standard products (I e., product with unique
feature(sI or specifically designed for the applicable
purchase), the cancellation charge ‘vi II usually be the purchase price of the product(s). For any such agreed
cancellation or change. Bray will calculate the specificamount of such costs and expenses incurred to the date of such cancellation or change and advise Buyer of theapplicable amount owed. For any standard productreturns, exceptional costs such as freight, duties and financing costs will be added to any standard cancellation fee. For any non standard prodtict returns, the
cancellation charge ‘vi II additionally inc I tide amounts incurred in connection with the return.
Specific terms and conditions relating to 11w foregoingand the events and circtimstances relating to the novel coronnvirus COVID-19: Bray will agree to delay thedelivery of orders beyond a previously agreed deliverydate as long as the Buyer pays an additional storage fee of five percent (5%) relating to such applicable order(s):
p’ovu/c’d. hrnici’c,’. that the applicable order(s) m tist nevertheless be shipped and invoiced by no later than
ninety (90) days after the previously agreed delivery date or the applicable order(s) will be deemed canceled and the cancellation charge (as outlined above) ulterefor shall becharged.
I
Montrose Environmental
Date: March 30, 2022
F
Environmental Water Solutions, Inc.
a ‘0 Kcnn. Eflolnflri Conp,ny
EQUIPMENT SALES
EQUIPMENT
ENGINEERING DESIGN SYSTEM INTEGRATION
SERVICE & REPAIR CONSTRUCTION & INSTALLATION
FABRICATION
Avalon, Catalina WWTF
Aeration Blower Package(s)
Proposal
-
EWS Quote No.: 22-0310-TAROI RI
Attention: Hunter Madding
From: Tim Rizor
/
Technical Data Section
This Section Contains information on the following:
• Blower Package Exchanger Performance Data• Blower Package Technical Data Sheet (Submittal Package) - - ES Environmental Water Solutions, Inc.
3Xonn, hloJnorInQCompany
Gprdner Denver
POSITIVE DISPLACEMENT BLOWER PACKAGES
IQ-RBSeries
r
ii
I
oRB -
It’s all about...
the IQ -RB BLOWER
PACKAGE - :icAcKAGb
Q-RB - -— Features • PBS blower (tn-lobe design) • Fixed speed & variable speed • Inverter duty motors for VFD capabilities • Mechanical gauges Compact Design • Significantly reduced dimensions • Optimizes floor space Reliable Performance
Technology Specifications
IQ-RB
Blower Package
6000 CFM
15 psi15 inHg
r
—
UP TO
2 RBS Design Advantages
DUAL SPLASHLUBRICATIONReliable dual splash
lubrication on both thedrive and gear ends forlonger product lifeLONG LIFE BEARINGSReinforced roller bearings are calculated for a hfespan of 100,000hours under the most severeoperating conditions
LEAK-FREEOPERATION
Piston rings and Ringer
maximize seal life in
continuous severe dutyapplications
High strength impeller case isheavily ribbed and machined from a single piece of cast iron to retain and efficiencies
internal clearances and improveheat dissipation
High strength shafts
that allow higheroperating pressures and
rotation speeds
HELICAL GEARSHelical timing gears
for smooth and quietoperation at all speeds
DURABLE SHAFTS
-4
4. ‘I
SINGLE PIECE CYLINDER THREE-LOBE ROTORS
Involute three-lobe rotors
offer the highest performances
3 It’s all about...
THE SIMPLICITY
Quiet OperationA Unque noise eflclosure desigr w:th double sound rsuation panes
• Tn-Lobe technology reduces flow pulsation• Discharge silencer Paten:ed tunable inlet f.l:er/silencer reduces noise
(ocLrec below)
Design Features
• Patented design reouces noise• Compact desgn decreasec system costs• Can be instalee soe-hy-sde• Easy access via removable front and upper aenels 10-RB NOISE LEVEL
• 80-0
ft
-P < 75
on
U,
o 70—
0,o
• l&2•z
• 485
65 - --———- — 0 1000 200C 3000 4000 saoo 6000
RPM Speed
TUNABLE
INLET
FILTER!
SILENCER
We Keep It Simple to Save You Money
Ease of Inspection
• Access: All maintenance operations are performed
from the front with the removal of the front panels
• Oil Change: Can be performed with easily
accessible fill and drain hoses
• Oil Level Check: Oil levels can be checked via
gauges with or without the blower running
Mechanical Gauges
Simplified Maintenance
• Minimizes downtime
• Reduces maintenance costs• Removable panels permit easy access • Casily viewable oil levels & streamlined oil changes
i Automatic belt tensioning
• Simple belt replacement
-V
flëhver
• Inlet filter restriction gauge• Discharge oressure gauge • D scharge temperature gauge S3-15 150
1 2 3 4 5.
15-60 25—125 60—300
650 1400 3400
125 -500
6000
10-RB PERFORMANCE DATA - r
MAX PRESSURE DATA MAX VACUUM DATA
Frame Model PRESSURE CAPACITY MOTOR NOISE PRESSURE CAPACITY MOTOR NOISE PSI(G) CFM BHP DD(A) inI4g CFM BHP DB(A)
I0-RB 15
1 IC-RB 2510-1214 35ID-PB 45
2 10-RB 46
10-RB 5510-RB 65
ID-RB 65
11-9866
11-1-10 15
3 ‘C ROBSII- RB 86
10-RB 9510-RB 86
IC-RB 105
0-RB 16
4 0-02115
p0-RB 125.0-RB 12610-RB 135
0-RB 1260-RB 145
5 0-RB 1550-14 165
140 15
190 15
285 30
410 ‘10
640 40
595 60
630 60
810 15
1150 75
100
1680 120
100
1523 1231825 125
1q20 20021/0 2002370 2533250 3003120 2503180 300
4550 315-170) 4736060 475612-3 630
78 15
78 12
61 15
1-li) 15
180 15
285 25410 25
620 40
595 40
795 60
60 1393 60
935 60
1370 151765 1001225 100 — 1001980 100
150
2370 125
3050 133
4237 252
3180 150-171.2 30116200 3006120 ‘ 375
<70
<10
10131213
7473
/151-1
/8
/5
18 16/616
111619
/9
82 13 <10 15
10 1515101515IS13IsIS
1015101510151510
1510
15 1015
107376
75 76
717177
5 1177
1)
7118
/8
7118187816
15 1515151515
151515151515
151515
1515
I00!)PCBS re-aRc to -jt,pcobe-4c a-i absc1 O’Bsswe 14. os. 1B708’altB 66- F. ‘Blave I.pnp iy 561 101.97
IC-RB DIMENSIONS
1 29.92 163:
(N0
29.92 :00
31.89 F
ccN — ‘I
1.97 45,28
2 I cc
• . ---w, — 45.47
o —
UEN.E)
cccc
. 51.02 2.42
- 5917
IJ3 z*
— 80.71 3.58 73,42 H1.77
ccENNcc
I
I
100.39
P1 Silencer panels (5) assembled after transportAll dimensions era In inches E,J
35.79 7
Gardner
©
Gardner Denver, Inc.
1800 Gardner Expressway
Quincy, IL 62305
866-428-4890
www.gardnerdenver.com/gdproducts
(JR .7
IOU
g
2019 Gardner Denver, Inc. Printed in U.S.A.
PD-IQ-RB 2nd Ed. 6/19
supersedes PD-IC-PB 1st Ed. 4/17 & pD-Ic-ne-DIM si Ed. 4/li /
Please recycle after use.
IQ-RB TECHNICAL
SPECIFICATION
Gardner
III
GARDNER DENVER, INC.
i8oo Gardner Expressway
Quincy, IL 62305
217.222.5400
January 27, 2021
Rev. 02
GardJ.
p I(FRB ThOWERP -• —
Table of contents
1. Blower pg. 2
2. Base frame pg. 23. Inlet Silencer pg. 2
4. Inlet Filter pg. 3
5. Discharge Silencer pg. 36. Check Valve pg. 3
7. Starting/Safety valve pg. 4
8. Piping pg. 49. V-Belt Transmission pg. 4
10. Motor pg. 511. Sound Enclosure pg. 5
12. Instruments (standard) pg. 613. Optional Accessories pg. 7
1. BLOWER
• Positive displacement rotary blower for oil free atmospheric air• Three-lobed rotors with ground profile, statically and dynamically balanced, made in nodular cast iron CS 400-15 EN 1563
• Casing with integrated LOW PULSE devce for damping pressure impulses, reinforced with ribbing to eliminate distortions caused by loads and made in ngh strength grey cast iron G250 EN 1561 • Side-covers reinforced with ribbing to resist induced loads from shafts, made in high strength grey cast iron C 250 [N 1561.
• shafts integrated with rotors made in nodular cast iron CS 400-15 EN 1563 or coupled to rotors by means of forced coupling and key, made in steel C40 EN 10083/1 • Cylindrical Roller bearings for a calculated operating life of 100,000 hours at the maximum design speed and pressure conditions
• Maximum peripheral speed of the lobe head below 40 m/s (131.2 feet per second)• Timing gears with helical toothed wheels and involute profile, hardened and grounded, made in steel• 16 Mn Cr5, coupled to the shafts by means of forced coupling with cone 1 50 and with pressurized oil mounting and demounting
• Two sets of Labyrinth seals on each shaft, without sliding parts and wear free with vent holes to limit the pressure inside the oil sumps
• Oil seal on each shaft, without sliding parts and wear free coupled with labyrinth seal to prevent the leaking of oil vapor into the air chamber of the blower • Oil seal on the drive shaft by means of lip seal ring in high strength rubber (VITON) and hardened and ground shaft protection sleeve to ensure extended working life • Lubrication of all bearings (drive side and gear side) and of the timing gears by oil bath with oil • Splash disks locked onto the drive shaft
• Maximum blower speed <7000rpm, this implies low speed, ower friction and high efficiency. • Standard aluminum data name plates
2. BASE FRAME
• Compact base frame supporting both the blower and the electric motor, integrated with patented • Anti-vibration mounts capable of withstanding compression and shear loads with vibration damping level > 80%
• Can be supplied with integrated soundproofed enclosure
3. INLET SILENCER
• Silencer consisting of a section based on the principle of sound wave interference, adjustable according to the rotation speed of the blower, for the reduction of the sound energy emitted in the base frequency of 2 the compressor itself (below 500 Hz), and a second absorption section for the reduction of the sound energy emitted at frequencies above 500 Hz.
. Maximum pressure drop DP = 10 mbar (0145 psi = 4 inches of water column)
4. INLET FILTER
• Inlet filter integrated in the inlet silencer.• Filter element, located downstream of the sound absorbng material of the inlet silencer, to prevent any contamination of the conveyed air and to protect the compressor. • Patented tunable silencer feature to allow for on-site adjustment by operators. • Efficiency of the filter element 93% for particles >= 10 micron • Inspection hatch for easy replacement of the filter element. • Maximum pressure drop with new filter element OP = 5 mbar (0.0725 psi=2 inches of water column) • Maximum pressure drop with clogged filter element DP = 25 mbar (0.362 psi=10 inches of water column)
5. DISCHARGE SILENCER
• Discharge silencer consisting of diffusion and resonance sections providing a wide reduction range and without sound absorbing material in order to avoid contaminating the plant downstream to the compressor package.
• Silencer integrated with the base frame supporting both the compressor and the electric motor. • Maximum pressure drop 30 mbar (0.435 psi = 12 inches of water column)
6. CHECK VALVE
• Factory installed check valve on the outlet silencer to prevent the reverse rotation of the blower when stopping.
• Rubber (EPDM) coated clapper plate with r&nforced central core in steel, without articulation hinge and wear and maintenance free.
• High strength rubber for maximum operating temperature 12 = 150’C (302*F)
7. STARTING/SAFETY VALVE (PRESSURE RELIEF VALVE)
• Direct acting spring loaded safety valve fitted on the outlet of the discharge silencer installed upstream of the non-return valve (check valve) in order to limit the di’ferential pressure on the blower. • Valve to feature Metal to metal seat seal surfaces (maintena’ce free) • Maximum settable pressure 1000 mbar (14.5 psi)
• Maximum operatng temperature 150 ‘C (302’F)
• Weighted PRV is an external optional accessory
3 8. PIPING
• The blower and silencers are directly connected to each other with flanges, without connecting pipes so as to reduce overall dimensions and pressure losses.
• The valves are directly fitted onto the compact base frame which also works as discharge silencer with dedicated brackets, without connection pipes in order to reduce bulk and loss of pressure. • Connection to the system pipes by means of flexible connectors (EPDM) fitted at the outlet nozzle of the discharge silencer to compensate the pipes thermal expansion and to reduce the vibration transmission. • Flexible connector in rubber reinforced with fabric inserts and suitable for operation up to 2 bar and temperatures up to 150’C (302’F), held in position with pipe clamp straps.
9. V-BELT TRANSMISSION
• V-belts with (V) cross sections• Service factor >= 1.4 on fitted power• Belt tensioning device based on the motor weight with automatic compensation for the belt stretching and maintenance free.
10. MOTOR
• Asynchronous three-phase electric motor with squirrel cage rotor constructed in compliance with NEMA standards.
• High efficiency motor suitable for operation with 460 V, 200 V 230 V, or 575 V +1- 10% and 60Hz +/-2% supply. As well as options for 380V-SOHZ & 415V-SOHZ.
• Minimum protection grade P54• Cooling system TEFC casing cooled with external fan on the shaft.• Assembly arrangements IM B 3 or NEMA F3 location (with terminal box at the top).• Insulation class F• Over-temperature class B• Minimum service factor 1.15• Drive side bearing to support the radial load induced by the V-belt transmission.• Optional accessories include PTC thermistors and Space heaters, specified at time of order.
11. SOUND ENCLOSURE
• Hood made up of modular self-supporting panels, 18GA steel, powder-coated. • Optional weather hood shields available. Territory sales managers can discuss specific site applications when needed if units are to be installed in extreme conditions. • Seal between panels by means of special rubber joints to ensure airtight closure in order to allow outdoor installation.
• Sound-absorbing material consisting of open cell polyurethane foam thickness 50 mm (2”) with profiled finish, fire resistant according to ISO 3795 (MVSS TN 302) 4 • Perimeter panels supported directly on the ground and detached from the structure of the blower package to eliminate the transmission of vibrations (noise) from the package to the panels. • Hood ventilation with auxiliary electric motor driven fan, ensuring the extraction of hot air from inside the hood independently of the rotation speed of the compressor and even after the compressor stop. o 1 phase 120V 60 Hz — all 60Hz package options, Frames 1, 2, 3, 4o 1 phase 230V 50/60 Hz — all 50Hz package options, FrameS • Hood air inlet and outlet ducts silenced with a lined single-chamber plenum and lined bends• Access for routine maintenance operations from the front side of the blower package by opening the hood.
• Blower discharge pipe on opposite side to the front of the blower package. Blower packages can be arranged side by side or against a wall, minimum distance required 4 inches to reduce compressor roomarea
12. INSTRUMENTS (STANDARD)
• Discharge Pressure gauge for measuring the outlet pressure, diameter 63 mm (2.5 inches) in glycerine bath, precision class 1.6, dial with scale 0 / 1.6 bar (23.2 psi) relative. Scales for bar & psi included on dial face.
• Vacuum gauge for measuring the filter clogging, diameter 63 mm (2.5 inches), precision class 1.6 dial with scale 0 / -60 mbar (-0.87 psi) relative, divided into the following sectors:
o 0 / -35 mbar (0 / -0.50 psi) white sector, normal operationo -35 / -45 mbar (-0.50 / -0.65 psi) yellow sector, filter clogged) replace the filter elemento -45 / -60 mbar (-0.65 / -0.87 psi) red sector, stop the compressor and replace the filter element • Temperature Gauge
o Expansion Thermometer with Stainless Steel Case and capillaryo Model: B70,tringular front-bezel with bracketo Design: standard, stainless steelo Nominal size [NG, dl]: 63mmo Unit: Double scale ‘C ‘Fo Scale range: 0 ‘C ... 200 ‘C (30°-400°F)o Capillary material: Stainless steel, uncoveredo Capillary Length: 3mo Design of connection: 4, compression fitting, sliding on stemo Process connection: [E, d6]: C1/4Bo Stem diameter [dS]: 6mmo Insertion length ILl]: 80 mmo Accuracy class: 2,0 according DIN EN 13190o Window: polycarbonate (PC)o Manufacturer logo: *WIKA*o dial background: White • Discharge Temperature PT1000 RTD for monitoring discharge temperature of blower• Fan Control Panel o Digital Temperature Switch:
• Available 11SV and 230V Power Supply options• Ambient Temperature: 32° - 131°F S
• Output: 16A @ 2SDVAC SPDT Relay
• Temp Input: PTC, NTC, PT100, PT1000, 4-2OmA, 0-1OV• lP65 Front Panel Rating • Approvals: CE, cULus
o Timing Relay:
• Timing relay, Plug-in type, 100-240 VAC,
• 50/60 Hz) 0.1 sec. to 600 hours (on or off delay), 2-Form ‘C’ DPOT Delayed Output • Contacts Rated bA, 24OVAC Coil,
• UL/CSA/CE. Use With 24CA691O Socket (included in Fan control panel) o Temperature Switch:
• SNAP-ACTION, BI-METAL TEMPERATURE SWITCH. N.C.• CONTACTS OPEN ON TEMPERATURE RISE @ l4OoF ± 5oF. • CONTACTS CLOSE @ 125oF ± 6oF.• CONTACTS RATING: 22OVAC, iSA RESISTIVE LOAD AND 3A INDUCTIVE LOAD, 100,000 CYCLES, 6-INCH WIRE LEADS.
• PLASTIC SWITCH CASE WITH INTEGRAL BRASS M4x0.7mm STUD
13. OPTIONAL ACCESSORIES
o Variable Frequency Drives
6-Pulse VFD
• Stand-alone VFD enclosure
• Capable of remote mounting• Standard NEMA Type 12 Enclosure• Optional NEMA3R outdoor rated enclosure available • Standard Drive Configurations include line reactors, DC bus Choke, & EMC filter• 200V-60, 230V-60, 460 V-60, 575 V-SO, 415 V-SO, 380V-S0 available • 7SHP-SOOHP options available
18-Pulse VFD
• Stand-alone VFD enclosure
• Capable of remote mounting• Standard NEMA Type 12 Enclosure• Optional NEMA3R outdoor rated enclosure available • Standard Drive Configurations include line reactors, DC bus Choke, & EMC filter• 200V-6o, 230V-6O, 460V-60, 575V-SO, 41SV-SO, 380V-5O availab[e• 7.5HP-500HP options available o Outdoor Weather hood Shield
• 1SGA steel, powder coated to match exterior panels of enclosure- Specific design per each frame size
• Shipped loose with rubber seals, to be easily installed on site. Installation instructions avaiIabe.
6 IQRB Frame 2 [Eng. Rev. 3] Gardner Technical Information Sheet I 1/12/2021 Form U: EDS41 I Machine 415V /50 Hz I Version: A
5 ps 35 8 64 <70 45 11.2 65 70 6 15.5 61 717 psi 35 10.9 91 <70 45 15.0 91 71 46 20.4 93 72 9 psi 35 13.9 119 71 45 19.0 118 72 6 25.5 120 73
11 psi 35 17 148 72 45 23: 146 73 55 29.4 145 7313 psi 35 20.1 177 72 ‘5 27.2 175 74 55 34,5 172 1415 psi 35 23.3 207 73 55 31.4 207 73 55 39.8 203 75 ft?.jL
Nominal Motor Rating hp 7.5 10 15 20 25 30 40 50 60Poles 2 4 2 4 2 4 24 2 4 2 4 2 4 2 4 2 4Full Load Currenl Matc.@415V(2) Amps 9.61 9.89 13 13.7 19.3 20.0 26.1 26.4 31.5 32.3 38.8 40.8 51.6 54.1 64.4 63.4 76 766 Slandard Drive Motor Detail IP 1P55 1P55 1P55 P55 1P55 1P55 1P55 1P55 1P55 1P55 1P55 1P55 1P55 1P55 1P55 1P55 1P55 1P55 Drive Molor Manufaclurer (3) WE0 WEG WEG WEG WEG WEG WEG WEG WEGDrive MolorSpeed pm 2925 1470 2920 1470 2935 1470 J’46 2935 1465 2955 1470 2955 1470 2950 1480 2965 1480 qI.
Ventilating Fan Capacity GEM 1175 1070 1160
Full Load Current Max. Amps 1.4 0.51 0.66
Size of Cooling Air Inlet Aperture inch (mm) 9.84(250) 9.84(250) 9.84(250)Size of Cooling Air Outlet Aperlure inch (mm) 9.84(250) 9.84(250) 9.84(250)Total Power Consumption W(bp) 160 (0.2146) 115 (0.1542) 150 (0.2012) Max, allowable pressure drop in duct Pa 100 120 85 @lambienl 955F / 113nF Blower Oil Capacity (Gear & Drive) pa’ (uterI 03) 0.31 0.3) 0.48 048 Discha’geConrectionSce rcllmm) 4(’DN 0C) 4(DN 100) 4 (ON 100) 4(DN 100) 4(DN 100) Inlel Connection Size (GIL Dnly) r.cn tern) 5(DN 125) 5 (DN 125) 5 (DN 25) 5 (UN 125) 5 )DM 25) unrnIlimi
Length n Irma) 47.25(1200) 47.25 (1200) 4/.25 (i203) 47.25 (1200) 47.25 (1200) Width in tnrm) 45.47(1155) 45.47 (1155) 45.47(1155) 45.47(1155) 45.47(1155) Heigbt(L!d Closed) in. tom) 55.35(1406) 55.35(1406) 55.35(1406) 55.35(1406) 55.35 (1406) Weigh: (W;:bot.t Mo:c-) ibtqi 804.69(365) 870.83 (395) 925.94(420) 981.06 (445) 104.3 (460) QtlineDwg TENWO572 TENG1C572 TEN01O5/2 TENO’0572 TFN010572 InTmwn!n.rn1i.nnL
Length ir ml 48.77(1239) 48.97(1244) 50.63(1286) 48.85(1241) 50.39ç280) Width in. (mm) 39.56 (1004.9) 39.56(1004.9) 39.56(1004.9) 38.52 (986) 38.82 (986) Height in (moo) 42.26(1073.5) 42.26(1073.5) 42.26(1073.5) 44.23(1123.5) 44.23(1123.5) Weight (Without Motor) lb (kg) 518.09(235) 540.13 (245) 608.48(276) 650.36 (295) 683.43(310) Outline Dwg. TEN003147 TENOO315O TEN003162 TEN003212 tEN003215 (1) Measured in free ted condutioes in accordance wih Ihe ISO 2151. tolerance ± 3dBGardeer Oeerer policy is one of con tirruoes improvement and we therefore reserve tie righl to atler speciscalions without prior eorice(2) Wiring, wire sices, and over cerrent protective devices utilized to power the brewer should be setected and installed in accordance erlh all applicabre rocal electrical codes. NG table 430.25t can be utilized 10 determine wir esizing only for flsed speed blowers, however local eleclnical codes always lake precedence and should be coesulted pnor to sizing and mneing wire to operate lbs btower. (3) Balder motors are alsn arailabte
Weight, Dimensions & Capacities i RBS 35 ROS 45 RBS 46 RBS 55 ROS 65 QuickPi[
RBS-46
Ambient Pressure
Elevation
lnIe Pressure
Inlet Pressure Loss
met Temp
Inlet Flow
Discharge Pressure
Discharge Pressure Loss
MEASuRED VALUES
Speed
RPM % Of Max
Power
Discharge Temp
Temp % of Ma.:
Noise
Pressure 36 of Max
Adiabatic Efficiency
OALTI-FT
14 696 PS IA
L 0.3 P310[
500 SCFM
7 P310
0.2 P310
•,J:3FiSIJlI1S •:[Ij..j:IlJ lI
4138 RPM
J 83
24 I HP
172 :r
J57
L
75 60.97%
METRIC UNItS
4138 RPM
83 17.971 kW
78C
57 98 dRa
75 6097%
85 P310
90 192T
64 • a
.•y ••-Z•%. 1
Neight 258 lbs
Gear Diameter? I 3.35 in
Center Distance
Connection 4 in.
Case Len9tht in.
b—it—
Orientation horizontal
PERFORMANCE
Product Information
CORRFCTEOVAIIJES I OIflGNAIUNITS EN&ISHUNITS METRICUNIFS 4696PSlA l$696PS1A 1013 bara
OALTI-FT 0 aW-rn
OPSIG Obarg
0.300 P810 0.021 barg
80SF 27T
527 ICFM 895 m’Th
7.000PSIG flo.4E3barg0.200 P510 0.014 bar g
4138 RPM
83 241 HP
172 F
57 98 dsa
75 60.97%
Ma Delta P
Max Temp
Max Speed
Mm Speed
rIa.K De4a T
RHiEF VALVES I
9 99309753
PSI
302 T
5000 RPM1000 RPM
162T
Pressure
Pressure % of Max
Discharge Temp
Te m p of Max
Created: 03-10-2022
QuickPiIc
Performance Curves
Pub ‘shed Data 01000
— Rel,ef Valve
Molecular Weight
ENGUSHUMIS MEtRIC UPITS
R Value
De nsTty
TemperatUre Rise
28768 ibmilbmol 28 768 kg/kgmol 100%
53.706 ft.lbf/lbrn.R 0239 kJ!kg.K
0073 lbni/fl3 I 169 kg!rn
250200
112F
I ..-.4138 I 50 — Def;neo
Con dlions
— P.elief Valve
H ow
1500 2000 2500 3000 3500 000 4500 5000
$00
600
DEFiNED CON[WT1OIdS
499 SCFM
ir
492SCFM 400
200
Publ’shed Data
— Defined
C. on d,t, ons
1500 2000 2500 3000 3500 4000 4500 5000
Crealed 03-10-2022
QuickPik
Performance Curves
— Defined
Cnditans
— Relief Vdlve
Power
so
DEFiNED CONDITION S 40
24.1 HP
ILfl %%LVE
28.1 HP
30 20
I0
)
Pubished Data 1000
Torquc
1500 2000 2500 3000 3500 4000 4500
50 DUWW CONDmOWS 40
30.6 ft-lb
RSMWYF
35.7 It-lb
30 5000
20 I 4138 0
Published Data
— Delnec
Condit!ons
— Reltef Vale
1500 2000 2500 3000 3500 4000 3’00 5000
Created: 03-10-2022
Pricing
This Section Contains information on the following:
• Project Cost• Specific Terms: Freight, FOB, Sales Tax, Delivery ‘I:
Environmental Water Solutions, Inc.
aM’Kc,waEogIocor,ngcompanv ‘1
Environmental Water Solutions, Inc.
a Mckenna Engineering Company
Pricing Section
Environmental Water Solutions (EWS) is pleased to quote on the following per your request. • Qty (3) Gardner Denver (GD) IQRB Blower Package. Each package supplied with the following:
o Model No.: RBS4612P-3011Po Per the attached Performance Data o Per the attached Technical Submittal I Drawing Datao GD Blower Model RBS46 -Lobe Blower — Positive Displacemento 30HP TEFC Motor 3Phi60IIzi460V — Inverter Dutyo I2OVI6OHz Exhaust Fano Tunable Inlet Filter Silencer iv! Restriction Indicatoro Pressure Relief Valve set at 8.5PSIGo Discharge Check Valveo External Oil Level Sight Glass o Complete Sound Enclosure
Total Price Qty (3) Packages $62,529.00(Price EA.... $20,843.00) • Qty (3) 3011P VFD’s, NEMA I, 460V, Ships loose, to be installed in the MCC Room and wired by others. Includes HIM controller, cable, & BracketTotal Price Qty (3) VFD’s $16,851.00(Price EA .. S5.6.17.OO) Shipment: 22 Weeks ARC. Based upon current inventory & shop load, subject to prior sale.
FOB: FactoryFreight: Pre-Pay & Add
Terms: Progressive Payment Required. based upon Credit Approval Price Validity: 30 days.
We look forward to working with you in the future. Please contact us if you have any questions.Sincerely, Tim Rizor
Field Sales EngineerEnvironmental Water Solutions (EWS) PH: 310-763-7929
Cell: 310-259-0726
13720 Cimarron Aye, Gardena, California —90249
310-763 7929 Phone 310-763-7950 Fax
I
Standard Terms and Conditions
This Section Contains information on the following:
• EWS’s Standard Terms and Conditions
Environmental Water Solutions, Inc.
a MOP wa 0 “gino cring Corn pan V
45 €nsironrnentdiwdtcrsalutions. Inc.
STANDARD TERMS AND CONDITIONS OF SALE FOR UNITS, PACKAGES, SySTEMS, & PARTS Effective 7 I ‘2014
1 lie foreooi ira quotation (quotation) is subject to the folio” ing Environmental Waler Sc) I sit ions. Inc. [Sc I ccl Standard Terms and Co id ittOits 5th ic h supersedes BtiyerN [Buyer] proposed tents arid conditions, if any. The qtiotation and these standard lennas and conditions shall be referred to Itereinafter cot leclis ely as the “quotaiion.”This quotation contains the entire agreetoent of the panics and all proposals. negotiations, representatintis. or acreettietits made or entered mb prior io or contemporrineously with tins quotalioti are eselsided s hether oral or in writing. Prices and spceilicalions set forth in this quotation are based upon tire tenns and conditions sci fonh hcreinANY TERMS PROPOSED IN BUYERS ACCEPTANCE OF THIS QUOTATION \VIIICII ADD TO. VARY ERO\I. OR (01st-LICE S\IIH THE TERMS FIEREOF AREIIER[BYOBJECIED TO AND REJECTED AND SHAlE NOT CONSTITUTE ANY PARTOE ANY (ON1RACT RESULIINI,I FRONt THIS QUOTATION ANY SLCHPROPOSED ERIOS SHALE HAVE Nt) FE RCF OR EEFECTANDTHE TERMS hEREIN SIIALL(ONSTITUIE IH[CO\IPLEIE AND EXCLUSIVE STATEMENTOE TIlL I LR\IS AND (‘O\DITIO\S OF ANY CONTRACT RESUlTING FROM TillS QUOTATION AND MAY BL \IOUIEIED (ItO Y BY WRITTEN INSTRUNIUN I LNUCLi I ED BY THF AUTHORIZED REPRESENTATIVES OF BOTh PARTIES. - Prices are E XW (Es Works lneotenns) sinlcss otherss se specified, F rsrirht charges are tot included in the quoted pnce. unless so stated. If order is not picked up by the Bayer. SeIlcr may, in its slisir re::on. seleel Ihe ranier unless specific d in ads anee by the Buyer Ptreltase prices are stated us United S:aies Doliai s aird pay sent shall hein Uniicd S:ates enrrercs. 2 I r.co ice en)r s are nei 20 din> s a nI ess or herss rs especr fed - I Buyer ‘a i Is to hal fill I:se lenr)s of pay men:. Seller at Is err: ion tray defer fanher sE tpment A ceo-er. past due sins It bear in: erect at the rate ni I :u° 0 per month or at her) ishest mle pent: t it eu hs law tic il pit id. Its add it ion In such late pas inent chars cc. Bayer sItu II pa> Sellerairs and a I cist s a ssoc ia ted si nh cojec I iotr thereof. nd uding reasonable at tome> s’ fees. seller rescrs es the right to niod: t or w thsira credit tenn s at arns ii are bout not:ce a ni may requIre down pa’ n:ents. C .0 - D -. rsas sent in advance. prosiress ruts merit 5. or pit> sent guara ntecs Pt ices do sot tnclcde sales, use excise or at’,> sitndar tas. Ar.> tax or other sos enitnenlril chiarge upon Ihc prodtme tiotr. sales. slt:p:aeitl. or use of rise prod.ict ss htch Seller is requ:red ma pa’ or corlect from Buy-er shall be paid 3, Bti’ cc to Seller unless 13mm> er fttmisires ScHe rwiih a as exemption cent ticate acceptable to tinetp1tlcahle las,tnc a’athoritm,. Bus er shat Ibe responsible for obtaining at)>- nccessars go’ enmenial clearar.ecs. tir:uditrg itapon atid l’orersn exchange licenses. ss Inichma’ be reslaired by any gos ernnrent other tirrin the go’ ernrnent of the ljtrited SiatetSeller shall not be liable for an> fiidurc to perform its ohlicarrons under any contract res utins from Itis quotation “her suth failure irises direct> or indirectly from oris coin: r i butcd to by any act of God , acts of Otis er. ac:s of ci’ ii or 0) ii ilar’s’ authority. ierrori sin. p ‘tori lies- fire. strtk Cs on other labor disputes. ace dents. foods.epislcra t cc. svar, tint, detas s in train sportariotn. tack of or inability’ to obta i I: raw materi a: s. cc tm pott ellis - laboc. (tel or supplies, or itt her ci rcun:slat:ces be> nod SeI icr’sreasonable eornt ro is Nether si ni :ar or dEs itt i iar to the foregoing - 5 S:’ ppirrusleles are S 5 en to tine best of Sd icr) ktrow ledge hasec upotn coindil ions exist i its at Ill e ii inc any contract resulting mm iti is q jorat iois 5 entered i tin at:d :ons eonlnined tlrerei in. hut are not of tine essence of or in aIry’ s as len:ns of the con traci tsr represer al ion of bet Set icr ii i :1 - in good faitir. endea ‘or to ship by tue estimaled sll ippi nit date. bel sha I not be responsible for an> dela> or an> damage arising front fail u rc to sIr p on the ccli ttlmred shipping dare, It’ Seller’s cot’i1a let ioti of at) order cotitract is delayed by Buyer. that portiol) of the orde reontract that is en inspieted or ready for siit pni ettt, ii’iII be iii’ oieed at that time, to be paid per the pa> titeilt terms of lit e order eoittract Equipment acId for the Buyer ss iii he at tine risk aind expense of Ihc Buyer. t nd ud t tig applicable storage einargei -\ ii> order resulting fronn this quolation catnoot be cancel ccl. altered, or rescheduled except t itin tire iv ritten consent oft lie Set Icr aitd upon tennis svin icin wi I I indennin ifs’ I lie Set icr agat st al loss ass’tc iated ttnerehy, Nil additional costs i neuncd by tite Seller sloe to changes to tire oifler by- Ba 5cr strait be paisi by tine 3 siyer Cionds may bereturned sst iv Sr lien speet heaVy rumirorized by the Sd cr Sri icr’s (‘a nec I rat i or: Terms iv i :1 appi’ fr order or goosts eai icc: lcd or i ci aitie’,i by lie B user Title to the prodsiets and risk of toss svrtir respect there-to shall pass to Buyer arsoti release tinereo f 5> seller to a co mu tisiti Ca rrrcr or upon tender of line products to at)ace a I. eitnp lu> cc, or represenlat is e of Buyer, - if B its Cr ha) itsst titade a c lain’, to Se Ito:’ iv i tirr a tin mv s30) da,vs after receipt of the products. the product, slit H be c otisi dci ed ace e intesi and coti fonit iii to contract Cs
0. I nst:it tat iou, ) iain sip of eq urp mactnt. factot’s i inspecti oncr testing, and any itraleriats or sen tees shall be time rcspotisihi lily of tire Ott> er utress oliierw ises pee i i’tcal I> lie Seller’s quotatiots or cotrni’act
Seller srarralsms to B is-er ‘or a period of IS months from the ciatc of sirrpnnent or I> ntontb froitr p lacet rent t too 5cr’ ice, is hr ic hes er irs: occurs, that a in> product delis cresi under amy cool raet resti I iing frotnr this quotation nil at the time of sh ipincitt be free horn defect) iii titarersa I ansi si ork mn,mrssit i p. if, Sr ih in s:rd 0 5fl a:nty nerioci. an> such prodsic i is iou nd. by Se I er fo iloss inst its exitnn i nat ion. to be sicieci is e in trtateriai or ss orkitratish t p. Set icr’s so Ic obligation tinder mit:s sva rarity sv dii be to repair or replace such clei’eci,s e prodsicl at its opimon and expense. ss rein receised Erelgiit Prepaid at tire hastiress cc tahhshttmeri of Seller, sir a repair faci thyac horsed by Seller dii ring regst Ia rsso rId ng hours, Sci icr’s obligation -ander lb is ivarranly sita: I trot tire lade any tra nsponatror che rges, ccist of renisis cii and I.Itisirr, d a :s-, a sos or any olirer changes svba Isoever v. h icls iv ill be paid by’,he Bit y-er- No goods tray betel it niesl by I he las Cr 55 i thou: Sd er’ s prior ss rittetr consetrr. Sd Ic rdoc’_ not 5’ grant any predacis. accessories, or eoitrpotiettts tot tttnttuhtclsired by Seller, but I orhe estc ni possibe agrees to itros ide Bay-er sriiti erie its of the mann fad a rer’s ivarra nit., if sits Seller sha 111)01 be I .r.be for cia ttrase to sr is cc r of prodsi dy ecu sed rnss Ire Ic or ut pan by abitorina I cc tiditi otrs, itltnrottcr ci onl ca iron: i ta i ntelralnce: or cse failure to proside proper . n let eutrd :1 ions or Boss . corrosis es. abras sea or iiarci err objects, or o titer external causes, IHL FOREGOING WARRANtY IS FNCI USi\’E AND IN L1ELt OF ALL OTHER \\ARRAN’f ILS. \\FIEIHLR EXPRESS. l\IPL1ED. OR STATUTORY l\f 1.1 Di\( BUT NOT I l’.iITFD TO AN’S \\ ARRANTIES OF MER( H \NT WILl i’S OR Ill NESS iOR \\‘n PAR1 ti i AR PLRPOSE - N oh Iter parts sital t disclose to ih it’d panIcs ‘or use for us osvil purposes any confident tat It) forisaist i on or Ira de secrets of tIne other pany - I 2 The rights of the Buy er herein shall neither be assignable or Ira ins fetahl e sv ii (rosi i 55 ri (ten consent tort) I lie Seller, if bankruptcy tsr i nso Is enrs prssree dii) Cs a i’e inst i msitesi by or against line Buyer, or if Buyer makes at) assignnnent for the hettei’it of cresi i cr5. Buyer ss ill he deemed in de lao Ii a md Seller witl base line rigl) I to tens i nate its rita Ii gains its b> is ri iten ttol ice to the Buyer, but such Iennaitnatiotn sv ill nut affect Bit> er’s oh Ii ga tint) to par ho r it cuts deli rered ansi srork in progress.
I>. In moe vent I) use r cia inns tin a Seller has breached sit>’ of is obi igai ioits u tider aim eoni rrse I nesum it tog frons this quo! at ion. is het Iner tin ss arrant or otheor se, Seller ray-’ res( nest ansi reqim ire rem unn oft Inc product and refutnd the Btmyet”s put’ehase price (if pt oduet is its same rond it ton as sshen shipped by Seller I upon Sell er’s receipt ofret u mit esi product - if Seller sO t’equests the rein rn of the product, she produel shall be redel is creel to Seller in sen or-slat tee ssiiit Sd iem”s iii sI met ions. Redel is erect fre igistctrarges still be to Seller’s account, In tine event Seller elects to require rctunn of tine produei, Seller small absoluiely base no i’unher obhgau ii) 10 Buyer tinder any contract resulting from tints quotatiolt eseepl to refotsd sucin purchase price upon reetelis on- of INc prssdrmct sind Buyers iii he deeuted in has-c srais’ed any and all claims a nti utg trots) sue h contracis,
I HE R1nMED1ES PROVIDED FOR IN THIS AND THE PRECEDING PARAGRAPH SHALLCONSFI IL’ FE I HE SI)i E RECOURSE OF BUYERAGAINST SELLER FOR BREACH 01: ANY OF SELLER’S OBLIGATIONS UNDER ANYCONTRACT RESULTING FROM iRIS QUOtAt ION, WHETHER THEL’LAi\i IS MADE IN TORT, CONTRACT, OR IN ADMIRALTY,INCLUDING CLAIMS BASEDON \VARRANIY, NEGlIGENCE, OR OTFIERWISE.NOTWITIISTANDING ANYOTHERPROVISION 01 IHISACREENIENT,IN NO EVENT SHALE SELLER RE LIABLE EORINCIDENTALOR CONSEQUENTiAl. DAMAGES. NOR SHA[.L SELLER’S LIABILITY FOR ANY CLAIMS OR DANIACL ARISiNG OUT OF ORCONNECTED WIThANY (‘ONTRACT RESULTING FROM TillS QUO’IATION, ORFHU MANUFACTURE, SALE. DElIVERY OR USE OF THE PRODUCE. EXCEED THEPURCHASE PRICE OF THE PRODUCT.
I 1. lit the evemts (I) Btmyer inodi Des any prodsict sold pursuant to any coin tract resuin ing (ron) this quotat iotn iv ithaout tlae express ss nit ten consent of Sd Icr or (2) Buy-er ihils to iinspiennemnl any changes in the produci directed by Seller or (3) any prodsics to be fimmishneci tinder any contract result tag frora this quotation is innade in accordance
EwS Ensirunn,entaiwdtcrtoiuttons Inc
with drawings, samples. or tnanulitciuring specitications pro; ided or designated by Bcis Cr- Buyer agrees to defend, indemnity and hold harmless Seller from an> aEmd all claims, detnaatds ac ions, or causes of action or Costs or espenses ho” ever mmicured I 5. In the es emit any product to he funaistted under aatv contract resulting [coin this quotation is to be made in aceordaisec with drawings. samples or mattufacturing sç<eiftcalions pros ideci or desigtaa:ed by Buyer. Buyer agrees to i:adena:ait\ and sold Seller t:anrless iron ar. -and al damages, costs atsd ewenses arising I’m Otis a clai:a:
last suclt presittet furnished to B-ire: by Seller or he use rherco f. infringes an’ L cue In Patent. foreren or dotnest:e. and Bus ci agrees at its us; r c;p’c nsc on ndenake the defense of an suit agaim:st Selcr braids: upon such ctait:a or claims- I tithe es etat an’ product to be furrishcd tinder an:.- con:r et resultimsg frotn this quotation istaot lbrah* S Go’ enit:art:t a,pltca::on a:ad is not to be made in accordance ; t:, thtai a. sa:iiples or :saanufacturing specificatiot:s provided or designatetl by Buyer.b-at ratlaer is lie desigit of Setter. Sc: Icr agrees to hold Buyer and its customers ltar:ssless amaainst any damages awarded hr a coun ci Oral jurisdiction in any suit fritifringetnent of ats’ Utsired Stares Letters Patent by reason of the sate or ‘use of such product as t’imrisished hr Seler under any contract resulting from hts c1uotat ott In the es ant any eta ii:: is assened or tlsreater,ed. as to which Bus er tray seek nde:ssttit’icatton hereunster. Seher shall Isave the soe right to contest, cotoprottstse. litigate, orotherss i se dispose of said clati it: - t i:c bitt i:sg the right to sstbsti lure non’i nfringing prod ticts. and Bus Cr agrees to cooperate fulls ss ith Set icr ss ills respect thereto- 1 Ire foregoing utsderiakt,sg of Seller shall sot apply utaless Seller sIsall has e been informed in writing tnsntcdiatcly by Buyer of any charge or suit allegitte suds attfriitgeitscna and sltaF ha’ e been gis-en ttse opporiatnit; :0 asss:tsse the defense tlsereof sv:th coutiset of irs cltoos:ttg, at:d funtrer, such uttdenaking shall not apply if (ii the elattited its fr:tsgeta:et:t is settled 55 mIlieu I the Co nsettt of Set er. or liii the infringement resu Its From the use of a tsroduc: he: ivet-ed iserea nder “Is ieh is ned t tied by B user ci! others without a uthorizat ion by Setter or (iii) used in cotasbinarron svitla a prndt:et tsot dcli veree, by- Setter ss here sucta in fr:tsgetnetat ;vost ld no: ha’ e occttrred frsttn the torte use of tIre product cel:s ered under atts’ contrac: resultitag irons this qt:o:ation.
16. The panics agree that situ-aId arty provision contatned in thas Agreement be utte:tforceahte utider preseat or t’uture lasvs or in a court of with jut isd:ctiott over ttsts agreet t :et:t - tue u lets torceah Ic pro si sio is’ ill he replaced b: a pro; is ion wit icit litsv ‘ut ly cit forces rite pair :es - ri :ettt iots utrderlvine tIre unen iorccsb Ic proy is iom:, and the rents in ins pro’ is i sets ci f this A grecttt cut sr II rettia itt iii full force and effec:
II. No pros isbn of titis Agreetssetst is “at’ ed by ars’5 act or ‘croscledge on she par of either pan’, e;cept by a svi tttcts ttsstnisnlens stutsed by ats authsorteed representatiseisf that pan’.. Ilsess aiser by either pails ofans raght or a patly’s failure to etsforcea pro’ tstott ofthts Agreement is not ii continuing “.ai’cr ora ssaiserofatsy other rigtsis or of an’ tisalectal breach or failure of pcrfonssatscc of tise otlser pans.
IS - All a lie Irs lsct-r i is ss ill sun is e the I eriss ‘is-at ‘ri’s or cartrat iota of that s Ag reettsetst or cotsaplet ion of an’ order.
I 9, Any contract resu Ittiag knits ttsts qu 0151 ott shall be go’ emed by the U ni form Cotss tascrc ia I (‘ode as a dolsted as tlae State of (a Ii fortt is as effect,’ e a tact in fcs rue cats t date lsereof Whet-es Cr a term dei’iaaed by said Uttifonsa (‘otsatsaercial Code is used herein, the definitinn contaitsed its tlse Utsiforin (‘otastasercial (ode is to control,provided, laoss es ci, I lae eras “Es, \Vorks’’ sIsal I be as derttsed i is cisc I tscotcnns- No act iota for hieacls of sate, any contract react ltittg frotn this quotat iota itr t tay cos eta antor ss’arratsty Sri 5’ ttg ttaet-ei’rotss sisal I be brougltt ittore titan one year after the cause of Sc iota saw are rated.
20. Disotite Rests lttt iots - It is the i tsaetst n f tlte patlies hereto to cisc alterttati se dispute resol itt ton proceedings (‘‘A OR’’), by 0 rat rcqui ri tag pa t’tici pal iota in isa ccl in ion a id then rcqtt in tag nsa ndatorv hi tict t tag a rh itt-at ion. a. Arb itral iota: Scibject to the tarectiat ican provision hetosv, atsy cii spute. cia i isa or coistrosersy ansi tig octt of or relating to ttt is Ag tccttaent or the 1st-cads, tertas i natictta, en forcetasent, ittterprcttttintt or s-al in i ty thereof, itaciuditag the detensti sat iott of ttae scope or app! ica hi lity of alsia ag iccinetat to arbitrate, sIsal I be detensained by- arbisratiots in Los Atagel es (‘oct ntv. (al i forts a, before otse at-b t trator- At the option of Ihe first to cotaltasenee ats arhitrat iota, Itse arh it ratiota sisal! be aclttt in istcrcd eitlacr by J,-\ N IS pu rsttattt to its SI t’eatarl itaed Arbita-at iott Rules and Procedures, or by- cisc A taaerieata Arh it i-at iota Assoc iat iii at (‘‘ A AA’’)pcirscaatat tcm its (‘ntis taseic i al ‘i-hit t-acits a Rules i oclgasaettt ott Ihe Ass ard ittay he etiterect in any- cottrc has i ng j urisd id iota, llsis clause slsa II aol preclude panics frnttt seek i hg ptisv is iottal retsaed ies its aid of at’bitral iott frotss a coon of appropriate j ttriad id ion. h Al toe at ott of Fees a id (‘osla: Tite arbitrator may, in the Ass arc!, allocate atI I om pa it oft me coats of tlse arbilratiott, i taclud i ttg Use fees oft ltc arb it rataor aitct the reasonable attontes s’ fees of tlae pres ailitig party. - ‘sled al ton Dc flare .5 rh t ira t meat: Tlae parties agree alta I atsy a tad all clispu cs, cIa i its or coat tros era tea arising out of or relating to alt is Ag t cci tacttt shta it he su hiatt ted to j. N NI S or ‘5 “N -N, or its successor, for tasecliat ican, atad if t lie tata I er is tot reso Is-ed I It rough ttaediat ion, then it shall be scthtn i ted cm fit tat andhi ndt ttg trhi rat ion It cit sciatit to tie arba tt’atiota clause set font, abos e- E titter party ttiay eottttttence ned iat ion by picas idittg to J A St S or ‘5’S A and lie 01 Iterp:ttlv a scm it term icquest for tied iatio a, seatitag fortla the subject o I t lie d tspuite aamd the relief restcucstcd Tiae panic-a wi It cooperate sv itt, JAN IS or A A A a aidss it Is otse atso her tta select itacta ittediator frotas J ANtS’ or A A A’s patsel 01- taeasr:tls, ,stsct in cc ltcdulimsg she nscdiatiots procecdittgr The parttes co 5 etsatst that tiscs ss :11 parr :c i1sst er ta the media: ion ira good faith, a:sd that rIte> ss all siarre et1amal ly in its costs - All offers, prom [se-a, cot:ci net a tad sla :ett:etsts, sc It ether oraltsr ss ritt C: I, tnade its the course of :ta e nred iat iota by an’ oft :‘ae pan tea, tltei r ,sgetat s, Ct lloyees, es two s and attomess at:d by lIne tt:ed tailor or an’ j A N IS or.5 A-S emnap : ny ees. are conli dos: st. fri; iteced st:d i nadmttt sssble for an; pu -cisc, mae I mad it its: pettd latasent, in any a rb itrat iota or rt It er proceed i tag ins ol 5 :asg sc parties. pros ided t taa I es idem:ce that is other,sbae admissible or tltseos er,,hI c shall rot be meradered i nadtasiss i ble or taoas—d mscos’erah Ic as a rca tilt of its use as rIse mt:rsilat totr Ether pa ray tray’ initiate arbi:m:ioma svi:h respect to the ama It ers sutsm:a i tied to tt:ediation by- tiling a- ‘sri Items dem’ra rc! for arh: Ira: ion at ,aas’ Ii mae lot loss ing I Inc m:ii tat aaacd iat iot: cession cr 15 day-s a fler tm,ac dale of Ii rg tie 551’ t ten request for tsnediaticn, svta ichever occcmrs first. 1 he mis cdtat ion tsar eotttince after ttse eomntnencetsaent ofarbitraryon tf the parties so desire (:1: less ms:Isenrtse agreed by the parties. Ire tineclnator shall be disctmmattlicd trommr5cr’. t:g as arb It ratcs r In rhr case, The pro’ isions of ha is C :ac:sc masay be eafocced Isy atm s’ (‘oc:rt of comasoecent ,i u ri sde:iotn. and the pam: y seek i nd Ci aSiasit-all he enmitlect to an ass ard of all costs, fees and expemases, itarludatag attormmeys’ kes, to be paid by tue party against ss laoaaa enfcam-C cnacmm I is otdeaed - Not a Ce mrsii t ott of E 111dm tsa dat - F mmspoy’ee atm :f (‘o:aaoanty botit acknoss leatge antI agree Ills: tlae decis iran to use ADA iaactudi tag arbi ira:: onas’ as for each sails ‘a he:teti I ut:d Co mmvest tence at:d alsat use e a’ arbi:ra:;ona or other fnnam mm)’ ‘S ‘JR ‘s-as 1101 cord itioma of e:ssplovnaaent of Etaap!o’ cc by- (‘cm:n pimny - L mIs poree cm nclcrs:a ncls anci arknosr ledges taut by agrei,’i ng to tsaandatca arhinrar ott Ime re I t:qca I sItes his right to ha se his eai Ins icr defemase heard by a j ,adge a mid j nfl’.
BSY:HSLLLER AND H,Vi R AGREE Tia INDFNI\IE’,’, DEFEND A>D IIOLDTFIE OTHER I1ARIN’ EAR’sILESS FRONt A\YAND ALL LOSSLS,LIABIlITIES, DANIAOES.CLAINISt!NCLL’DINC. SVI1HOh I LiNII AIION,( I \EstS FOR PERSONAL INJURY. BODILY INJURY, ILLNESS, :)t-ATFIORPROPERTY DAMAGE, (‘OSIS, LXPL\SLSlNC[.UDtNU, \Vli’eIOUT [,l\t:TA7iO\. RE-\SONABLE ATTORNEY’S FLESI. PENAl TIES, FINES ANDjUDtNlENTSOE ANY NATURE \Vtt,-\TSOEVLR ICOLI-l*IIVLL’s “LOSSES”).(’ALtSFD BYOR ARISINGOLITOE ANY NLGIIGE’NI ACIION.m.aR ONItSStO\. OR 5511.1 ILl N1ISCO\DUCT, OR ENVIRONMENTAL LIABILI’I VOl IHL IN’DENiNIFYI\C PARTY, OR ANY OTIIER BREACH (‘SF flItS AGREEMENT BY TIlE INDENIN’IF’u’ING PARTY.N’Of N\’ITFIS I ANDING I HE SHOVE. IN NO EVENT SHAlt. BUYER OR SELLER IS LIABLE fib (ACH O1HER OR INDIRECT, SPECIAl OR CONSEQUENTIAL DAMAGES OR FOR LOSS Oh: ORDERS,
Where Services pros ided moor on behalf of rise Buyer are sold, resold, or otlaersrise sraiislen’ed to a third party, tlae mlsird party, atad us cuslotasers, assignees, and ottter successors its i Itterest to t hcse Sen ices, sisal I Isave no riglats greater hats those gramat ed Buyer It cccli - Buyer shall del’enel, indetnn ify and tacstci Seller ha nsa less, itsofficers, di recaot’s, aasd eaaap lnyees. fromaa and agaitsat amiy atad all clai mass. losses, liabi I at tea or es pen ses of tlsird parties (inc I ud i tag srittaout lilnitat ion tmttonsev ‘s fees IsOs ic1s Buy-er could sot itself recoser Iaereuaacher,
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MLONTROSF Avalon WWTP 123 Pebbly Beach Road
N V IRON MEN TA I,
4-7-2022
[City Of Avalon]
Attn: [Bob Greenlaw]
[410 Avalon Canyon Road][Avalon, CA, 90704]Subject: 2022 Blower update proposal Dear [Avalon City Council].
We have recently Completed an assessment of airflow for the Waste Water Treatment Facility Aeration system. The assessment indicates that the Aeration blower performance has continued to degrade. The blowers, installed circa 1973: are still producing sufficient air flow for site operations.
However, the assessment indicates that there is no remaining spare or backup capacity. A single point of failure would lead process upsets and potential non-compliance. Were this to occur, the site team would balance air-flows to mitigate compliance risk. We strongly recommended executing this project in expedited fashion.
Attached are ASAs required for replacement and upgrade of the Waste Water treatment site Blower systems. We have provided our recommendation as Option A, and have also provided an alternative Option B.
The recommended replacements are lower cost than the alternative option, and also provide more value. In particular, the Option A upgrade includes VEDs that are comptible with otherequipment in Avalon treatment system. Further, Option A blowers are 10 HP less, and in combination with the VFD technology, these will reduce Avalon energy costs over both Option B and existing equipment. The recommended path allows for future optimization of the process Dissolved Oxygen by tying existing DO meters into the new actuators. A summary of costs for these options is below.
Option A Option B vendor Description
2109 S 89818,00 NA EWS Purcnase of (3) ea, 30 HP Gardner Denver Blo’,jers 2110 $ 12895.00 5 12,895.00 LeMasters Programming of integration of ne’,’; equipment into SCADA2111 $ 21,480.00 $ 21,480.00 Bray 3) ea, actuators for automatic control of air 9o’i2112 NA $129550.00 Lonestar Purchase of (3) ea, 40 HP Lonestar Blowers 21fl TBD TBD Mechanical Installation Cost2114 1’BD TBD Electrical Installation Cost $124,193.00 $163,925.00
WWW.MONTROSEENV.COM Page 1 of 2
Installation cost estimates will be provided subsequent to approval of equipment purchase. We are submitting the equipment cost for immediate approval. It is important to note that prices are rising quickly at all vendors. EWS has informed us that the price will increase as much as 8% by the end of April. Additionally as discussed! the upgrade to the blower system is urgent, lead times for equipment are at least 12-16 weeks. We believe the expedited purchase is justified.
Sincerely yours,Montrose Water and Sustainability
[Joshua! Madding][123 Pebbly Beach Road]
(31 0-986-9375]
[Jrnaddingmontrose-env.com]
cc: [email protected]
[email protected]
CC Name CC Title
CC Name. CC Title
WWW.MONTROSE-ENV.COM Page 2 of 2
CITY OF AVALON CITY COUNCIL
MEETING DATE: TBD AGENDA ITEM:
ORIGINATING DEP: Wastewater Treatment CITY MANAGER:
PREPARED BY: Joshua Madding Lead Operator
SUBJECT: Upgrading Avalon Wastewater Treatment Plant process air system RECOMMENDED ACTION(S):
o Maintain #1 blower in current operation.
• A rebuild of this blower should be considered in 2023, after all other replacements are complete.
o Purchase (3) new 30 HP blowers, with VFDs. and rotary lobe/positive displacement technology from Gardner Denver.
• All new blowers are recommended with VFDs. We also recommend integrating the VED controls to the existing flow meter. This will optimize site energy cost.
o #2 blower position
• Remove existing #2 blower from service
Leave onsite for spares parts for #1 blower.
• Demo pad ahead of installation of new blower, per Mckenna recommendation
• Install 3 new Gardner Denver blower in this position
o #3 blower position
• Scrap existing #3 blower• Demo pad ahead of installation of new blower, per Mckenna recommendation
• Install 1st new Gardner Denver blower in this position o #4 blower position
• Scrap existing #4 blower• Demo pad ahead of installation of new blower, per Mckenna recommendation
• Install 2 new Gardner Denver blower in this position
o #5 blower position
• Scrap blower
o Channel blower
• The channel blower is unaffected by this recommendation Replace the existing actuators on each aeration basin to control the dissolved oxygen content to each basin. These valves will work hand in hand with the DO probes in the basins, the PLC and the new blower equipment.
• Following implementation of the above recommendation, the following combinations will provide minimum required air flow.
• #1 blower• (new) #2 blower & (new) #3 blower• (new) #2 blower & (new) #4 blower• (new) #3 blower & (new) #4 blower • The system would be sufficiently redundant to handle any (2) failures.• Current system as it operates is running at max RPM’s while the new system is not only smaller in HP but able to regulate its output based on demandminimizes use of electricity.
REPORT SUMMARY: System Status
• The biological system requires a minimum of 650 SCEM at 6-7 PSI for normal operations.
• Overall, a failure of the #1 blower would require ‘extraordinary’ process measures to continue operations. This is of particular concern in the summerftouristseasons when plant loading is at a high point. • Currently minimum flow can be accomplished with the following o #1 blower operating by itself
• Currently the following combinations do not create sufficient flow for normal operations o #2 blower operating by itselfo #4 blower operating by itselfo #1 blower and #2 blowero #1 blower and #4 blowero #2 blower and #4 blower • Currently the following blower positions are out of service o #3 blower was removed in March of 2022o #5 blower was removed in —2014 • Currently, the following blowers could be considered for rebuild. o #2 blower.
• It is possible after rebuild that it would match #1 blower performance and be able to provide minimum flow to site.
• It is not recommended to rebuild this blower.
If rebuild path is considered, this blower is best option. (2) newblowers would still be required. o #3 blower.
• This blower is 75 HP, provides less flow than the existing 40 hp blower at a higher energy cost, and does not meet minimum flow requirements. • It is not recommended to rebuild this blower.
o #4 blower.
• This blower is 75 HP, provides less flow than the existing 40 hp blower at a higher energy cost, and does not meet minimum flow requirements. • It is not recommended to rebuild this blower.
o #5 blower.
• This blower was removed from service in/prior to 2014, it is still physically onsite.
• Rebuild is not a plausible option.
FISCAL IMPACTS: Total expenditure is not to exceed $124,192.82 which will include payment to EWS inc a Mckenna Engineering Company for equipment and The Lamaster Company forequipment installation and programming. As well as an ASA to Bray for the modulatingactuators These will be will submitted in separate ASks two for purchase of parts and one for installation. Upon equipment arrival one final ASA will be submitted for electrical and mechanical installation.
CONSEQUENCES OF NOT FOLLOWING RECOMMENDED ACTION: Equipment is critical to process operation. Inadequate air supply could lead to process upsets which could result in permit exceedances. This could negatively impact receiving waters as well as potential exposure to enforcement actions from the Regional Water Quality Control Board FOLLOW UP ACTION: Complete the equipment procurement and installation following the Citys purchasing policy.
ATTACHMENTS: Equipment quotes from Mckenna Engineering and Lone star. More quote options will be added if applicable.
Run blowers by themselves
Name Model HP Flow Pressure
1 518 40 865 6.2
2 518 40 491 6
4 670 75 405 6
Run blowers in combinationName Model HP Name Model HP Flow Pressure Date 1 518 40 2 518 40 780 7 3/16/20221 518 40 4 670 75 451 7 2 518 40 4 670 486 7
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Additional Services Request Form
SubTotal istnS
10% Markup
Total Materials
Terms and Conditions,
Please note that shipping handling charges and Sales las aren os included in this quote and will be charged accordindly a sinvo•iced to ES.
All Contingency fees are placeholders for City Approval purposes only and will only be billed at actual Cost as invoiced to ES from the vendor.
SubTotal
10% Markup
Total Sub Contractor Cost
PROJECTTOTAL fr
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$ 21,479.82
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Prolecs Plays Msnayrr 0&M Sprc..sliss Iii,ld Tech 2 Field Tech 1 Manager
taEaiHers
Heudn 8ae 135.00 110.00 85.00 75.00 65.00
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Part Quanity Materials Unit Cost
5 4” series 15 waler style eatte, lv vale, iso psi Cle,e 0ff, 316 $ 17,254 .38 $ 17,254.38 sstsdclS6sts,scfstee,rPDM SeatwithxithaBravsrrirs 70 $
120 vsc Meslatating Nensr,a lfetxrv rierlri, Actxater $ 1 Freight $ -
Sales Tat $ -
Cnnnirgency_Reserve for unfomeen or unknown expenses for this ASA S 2-500.00 $ 2,500.00 l 1,725.44
21,479 .8 2
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Bray Sales Southern Quote QQ-2261722-OO O JI!k13r Date 3/30/2022 California Company Montrose Environmental - Avalon Sales Rep Muhammad AbidiName Josh Madding Email [email protected] Email ;Madd [email protected] Phone +19099371624,2404Phone +1310 986-9375 Prepared By Muhammad Abidi
Quote Ref 4” Va vet w tb Modulating Actuator Email [email protected] Phone +1 909 937 152a,2404
Line No Product Details Qty Unit Price Line Total Delivery I Part Number ASSEMBLY 3 S2,933.33 $8,799.99
4” Series 21 Lug Style Butterf:y Va:ve, 150 PSI Close Off, 31655 Body, 31655 Disc/Stem, EPDM Seat wit- with a Bay Seres 70 120 VAC Modulatng Non-sn’hg Return Electric Actuator
1.01 Part Number 210400-110C6024 1
521 4” 316,316,316,EPDM”
1.02 Part Number 700061-113G0536/K 1
ACT,120V N4,600 IN-LB,30S,NXT
1.03 Part Number 707081-22600536 1
570 ADAPTER KIT-70B1
2 Part NumberASSEMBLY 3 $2,818.13 $8,454.39
4” Series 20 Wafer Style Butterfly Valve, 150 PSI Close Off, 316 55 Body, 31655 Disc/Stem, EPDM Seat with with a Bray Series 70 120 VAC Modulating Non-spring Return Electric Actuator
2.01 Part Number 200400-110CG024 1
S20 4” 316,316,316,EPDM
2.02 Part Number 700061-113G0536/K 1
ACT,120V N4,600 IN-LB,3DS,NXT
2.03 Part Number 707081-22600536 1
S7D ADAPTER KlT-7OB1
Total Price: ( USD ) $17,254.38
Terms Notes Al de!iveries subject to terms o’ confrmed order.
Buyer is solely responsisle for knowrig its application eqirements ano specifications and the suitaoirity of the products tnerefor (including material compatibility and pressure and temperature Limits) Information about the products, including the technica’ specifications forthem, can be found in tne cor’esponding manual for each available at https://www.Dray,com/resources/documents/manuals guides? pa ge = 1.
Please contact [email protected] with any questions Sellers acceptance of this Order is exoressly limited to, and expressly conditional on, Bayer’sAcceptance of Seller’s standard terms and conditions attached and available at:tps://www.bray.com/sales-ters-and-conditions. Seller objects to any d;frerent or add;tional terms.
Bray Sales Southern California
Quote validity: 4/29/2022
BRAY INTERNATIONAL TERMS AND CONDITIONS OF SALE
I. APPLICABILITY. These terms and conditions
of sale (these “Terms’’) are the only terms which govern the sale of the products (“Products”) by Bray
International. Inc. and its subsidiaries, branches and
divisions (as applicable. “Bray” or Seller”) to a
purchaser of Products (Buyer) from Bray.
Notwithstanding any th ilig herein to the contrary, if a written contract signed by Bra’. and a Buyer covers thesale of Products covered hereIn, the terms and conditions of such contract shall prevail to the extent they- are
inconsistent with these Terms.
References to (i) Bray factory” are to the applicableBras national or regional headquarters of Seller in the connn’y where the order is recei ed and (ii) dollars or“5” are to United States dollars unless specified otherwise.
2. ENTIRE AGREEMENT. These Terms and
the q u olat ion (the ‘‘Quota tioti’’) vh i ch they accompany(collectiveR. the ‘Agreement”) comprise the entire agreement between Bray and Buyer relating to theProducts that are the sttbject of such Qttotation. andsupersede all prior or contemporaneous understandings,agreements, negotiations. representations and warrantiesand commttnications, both written and oral. These Terms prevail over any of Buyer’s general terms and conditions of purchase regardless of whether or when Buyer
submitted its purchase order or such terms. Buyersacceptance of the Quotation is expressly- I im ited to these Terms, and Bray objects to, and is not bound by. any teniis or conditions that differ from, add to, or modify theseTerms, Fulftllment of Btty er’s order does not constitute acceptance of any of Buyer’s tertns and conditions anddoes not serve to modify or amend these Terms.Notwithstanding anything to the contrary in these Termsor any Agreenietit. Bray shall not he obligated to make, or otherwise fu I RI I the temis of any sale of Products to Buyer in an order atiiouttt less titan Iwo Hundred and
Fifty Dollars 5250).
3. Qt’OTATIONS. Unless stated otherwise in
writing b’ Seller, all Quotations made b’ Seller are for immediate acceptance. Seller reserx es the right to
withdraw and or revise any Quotation at any time prior to final acceptance by Bu’.er.
4. PRICE. Buyer shall purchase the Products from
Seller at the prices (the ‘‘Prices) set forth in Seller’spublished price list in force as of the date Buyer’s order isreceived by Bray. .All Prices (and any applicable discounts) for Products are subject to change vithout
notice. Any order that is delayed for deliven at Buyer’srequest or is otlterwise scheduled to he made in excessof one httndred twenty (120) days from the orderdate will he inxoiced at published list prices and d iscotttits effective at the time of shipment ttn lessotherwise specifically agreed at the time of Seller’s orderacceptance. Any extra expenses tncurred by Seller, suchas engineering. tagging. taxes, service calls. expot’tcrating or other expenses. will be added to the invoice after notification to Buyer of the extra costs.
excise taxes. and any other similar taxes, duties, fees andcharges of any kind imposed by any governntetttal autltorttv(tnclitding those arising from changes in laws or regulations affectin2 foreign exchange) on any amounts pa’ able byBuyer. Buyer shall be responsible for all such charges. costs and taxes. and if payable or paid by Seller, then added to the Price.
6. PA’NIENTTERNIS.
A. All invoices for domestic (U.S.) Bityet-s will be
due net thirty (30) da>s from date of invoice unlessothenvise stated by Seller. All invoices for international (non-U.S.) Buyers will require confirmed, irrevocable
letters of c redit due upon delivery to freight forwarder at its United States port for shipment. unless otherwiseagreed by Seller. Seller reserves the right (including if itd eterni i ties sit hsequett tI y tltat Buyer’s 0 tiatic ial condition becomes unsatisfactory to Seller) to (i) require payment on “cash in advance’’ basis. (ii) reqttire a confirmed.
irrevocable letter of credit or other acceptable security (including preservation of any lien rights) before shipment,or (iii) cancel shipment at any time prior to delivery of the Products (without further obligation or liability on Seller’spart). In such cases, an order will be considered valid onlyupon receipt of any such advance payment or provision of security, Credit terms are provided solely at the discretionof Seller and may be denied for any reason by Seller.
B. Buyer shall pay interest on all late payments at thelesser of: (i) the rate of two percent (2%) per month and (ii) the highest rate permissible ttnder applicable law.
Bttyer shall reimburse Seller for all costs incurred iii collecting any late paym ents, including, ‘vi tltout
limitation. attorney fees and court costs. In add i tioti to all otlter rentedies available under these Terms or at law(which are not waived by Seller’s exercise of any rights ltereuttder), Seller shall be entitled to suspend the
deliver> of any Products if Bu> er fails to pay anyamounts when dtte hereunder.C. Buyer shall not withhold or delay pay ment of allyantonnts dne and payable by reason of any set-off of an> claim, counterclaim. abatement, delay of customer
pamenI or dispttre with Seller. ‘vhether relating to Seller’shteach, bankruptcy or otherwise.
7. CREDIT. Shipments and deliveries of Products to
Buyer shall rematn at all times subject to the approval ofSeller’s credit department. Seller, in addition to any otherrights and remedies. may. at its option. declitte to make shipntents or del t\eries hereunder except upon receipt ofpay tttent or satsfactory security or otherwise npott terms and conditions satisfactory to Seller. Should Seller elect toextend credit to Buyer, Seller may I im it or deny furtherextensions of credit in Sellers sole discretion. An> extension of open payment lenin by Seller is dependent on Bttyer’songoing ability to support its working capital reqnirements for its business.
5. TAXES. Prices are exclusive of all sales, use and