280 activities necessary to fulfill its obligations under this Agreement, regardless of whether 281 such requirements are enumerated elsewhere in the Agreement, unless excused in 282 accordance with Section 11.7.
283 Contractor shall not knowingly deliver materials collected under this Agreement to 284 facilities that do not comply in all material aspects with applicable law, including 285 CalRecycle regulations under Title 14, Chapter 3, minimum standards for solid waste 286 handling and disposal (Article 5.9 — Sections 17380-17386). Contractor, and not the RA 287 Members, must use reasonable efforts to assure that all Disposal, transfer, and Processing 288 facilities to which contractor delivers material under this Agreement are properly 289 permitted to receive material collected under this Agreement, except for any other facility 290 that the RA Members direct contractor to use. Failure to comply with this provision may 291 result in Contractor being in default under this Agreement. 292 5.2 USE OF APPROVED FACILITIES
293 The Contractor, without constraint and as a free-market business decision in accepting this Agreement, 294 agrees to use the Approved Facilities for the purposes of Processing and/or Disposing of all Solid Waste, 295 Recyclable Materials, Organic Materials, and other materials Collected in the Regional Agency Service 296 Area. Such decision by Contractor in no way constitutes a restraint of trade notwithstanding any 297 Change in Law regarding flow control limitations or any definition thereof. 298 5.3 SUBCONTRACTING
299 Contractor shall not engage any Subcontractors for Collection, Transportation, or Processing of Solid 300 Waste, Recyclable Materials, Organic Materials, or C&D services without the prior written consent of 301. Regional Agency Contract Manager. As of the Effective Date of this Agreement, the RA Members have 302 approved Contractor's use of those S ubcontractors identified in Contractor's p roposal, included 303 herein as Attachment F5. If the Contractor plans to engage other affiliated or related party entities in 304 the provision of services, Contractor shall provide Regional Agency Contract Manager with thirty (30) 305 days written notification of its plans and provide an explanation of any potential impacts related to the 306 quality, timeliness, or cost of providing services under this Agreement. 307 5.4 RESPONSIBILITY FOR MATERIALS
308 Once Solid Waste, Recyclable Materials, and Organic Materials are placed in the Contractor's Containers 309 and at the Collection location, the responsibility for their proper handling shall transfer directly 310 from the Generator to Contractor, except for Excluded Waste if the Contractor can identify the 311 Generator pursuant to Section 6.7.B. Once Solid Waste, Recyclable Materials, and Organic Materials are 312 deposited by Contractor at the appropriate Approved Facility, such materials shall become the 313 responsibility of the Owner or operator of the Approved Facility with the exception of Excluded 314 Waste pursuant to Section 6.7.C. Responsibility for Excluded Waste that has been inadvertently 315 Collected by the Contractor shall remain with the Contractor if it cannot identify the Generator, and 316 Contractor shall assume all responsibility for its proper Disposal. 10
317 5.5 AGENCY -DIRECTED CHANGES TO SCOPE
318 Any or all RA Members may meet and confer with Contractor to establish the scope of any additional 319 services or modification to existing services (which may include use of Approved Facilities) to be 320 provided under this Agreement. In such case, Contractor shall present, within thirty (30) calendar days 321 of the RA Member's request, a written proposal to provide such modified or additional services. The RA 322 Member(s) shall review the Contractor's proposal for the change in scope of services. The RA Member 323 and Contractor may meet and confer to negotiate Contractor's proposed revisions and costs and shall 324 amend this Agreement, as appropriate, to reflect the mutually agreed -upon changes in scope. 325 5.6 SOLID WASTE
326 Contractor shall offer and provide Solid Waste Collection services as described in Attachments B1, B2, 327 and B3.
328 Contractor acknowledges that the RA Members and Regional Agency are committed to Diverting 329 materials from Disposal through the implementation of source reduction, reuse, Recycling, Composting, 330 and other programs, and that the RA Members may implement new programs in accordance with 331 Section 5.5 that may impact the overall quantity or composition of Solid Waste to be Collected by 332 Contractor, subject to Contractor's right to petition for a Rate change pursuant to Section 9.3. 333 Contractor shall transport all Solid Waste Collected in the Regional Agency Service Area to the Approved 334 Disposal Facility. Contractor shall pay all costs associated with transporting and Disposal of Solid Waste 335 including payment of any gate fees charged at the Approved Disposal Facility. Contractor shall observe 336 and comply with all regulations and posted rules in effect at the Approved Disposal Facility and 337 cooperate with and take direction from the operator thereof with respect to delivery of Solid Waste. 338 5.7 RECYCLABLE MATERIALS
339 A. Collection and Delivery. Contractor shall provide Recyclable Materials Collection services 340 as described in Attachments B1, B2, and B3. Contractor agrees to transport and deliver all 341 Source -Separated Recyclable Materials placed by Customers in Recyclable Material 342 Containers to the Approved Recyclable Materials Processing Facility. All tipping fees 343 and other costs associated with transporting to and Processing such Recyclable Materials 344 at the Approved Recyclable Materials Processing Facility and Disposing of the residue 345 as required in Section 5.7.D below shall be paid by Contractor. 346 Contractor shall observe and comply with all regulations in effect at the Approved 347 Recyclable Materials Processing Facility and cooperate with and take direction from the 348 operator thereof with respect to delivery of Recyclable Materials. Contractor shall actively 349 work with the Approved Recyclable Materials Processing Facility operator throughout the 350 Term of this Agreement to minimize Contamination of the Recyclable Materials Collected 351 under this Agreement and delivered to the Processing facility. The contractor shall report 11
352 on a quarterly basis the average residue % of all tons shipped to and processed at the 353 Approved Recyclable Materials Processing Facility.
354 B. Processing. Contractor has guaranteed sufficient capacity at its Approved Recyclable 355 Materials Processing Facility to Process all Source Separated Recyclable Materials 356 Collected by Contractor under this Agreement throughout the Term of the Agreement. 357 Contractor shall have no obligation to maintain a guarantee of capacity following an RA 358 Member -directed change in the Approved Recyclable Materials Processing facility, 359 pursuant to Section5.7.E.
360 Contractor shall keep all existing permits and approvals necessary for use of the 361 Approved Recyclable Materials Processing Facility in full regulatory compliance. Upon 362 request, Contractor shall provide copies of facility permits and/or notices of violations 363 (obtained from its Processing facility Subcontractor if necessary) to Regional Agency 364 Contract Manager.
365 If Contractor is unable to use the Approved Recyclable Materials Processing Facility due 366 to an emergency or sudden unforeseen closure of the Processing Facility, Contractor 367 may use an alternative Processing facility provided that the Contractor provides written 368 notice to Regional Agency Contract Manager. Within forty-eight (48) hours of emergency 369 or sudden and unforeseen closure, the Contractor shall provide a written description of 370 the reasons the use of the Approved Recyclable Materials Processing facility is not 371 feasible, and the period of time Contractor proposes to use the alternative Processing 372 facility.
373 If the need to use the alternative Processing facility is discretionary or for reasons within 374 Contractor's, or its Approved Recyclable Processing Facility Subcontractor's, reasonable 375 control, Contractor's Compensation shall not be adjusted for any change in 376 Transportation and Processing costs associated with use of the alternative Processing 377 f acility. If the need to use the alternative Processing facility results from reasons 378 beyond Contractor's, or its Subcontractor's, reasonable control, Agency shall adjust, 379 either up or down, Contractor's Compensation for changes in Transportation and 380 Processing costs associated with use of the alternative Processing facility. If a change in 381. the Processing facility results in increased costs, RA Members may identify and direct 382 Contractor to an alternative Processing facility that results in lower costs than the 383 Contractor -identified alternative.
384 Contractor may permanently change its selection of the Approved Recyclable Material 385 Processing Facility following RA Members' written approval. If Contractor elects to use a 386 Recyclable Materials Processing facility that is different than the Approved Recyclable 387 Materials Processing Facility, it shall request written approval from the Agency Contract 388 Manager sixty (60) calendar days prior to use of the site and obtain RA Members' written 389 approval no later than ten (10) calendar days prior to use of the site. 12
390 C. Marketing. The Contractor shall be responsible for marketing Source Separated 391 Recyclable Materials Collected in Service Area that is delivered for Processing at 392 Contractor's Approved Recyclable Materials Processing facility. Contractor's marketing 393 strategy shall promote the highest and best use of materials presented in the waste 394 management hierarchy established by the Act. The Contractor shall use its best efforts in 395 marketing and promoting the sale of all Source -Separated Recyclable Materials to obtain 396 the highest prices available under prevailing conditions in the relevant market, whether 397 foreign or domestic. Where practical, the marketing strategy should include use of local, 398 regional, and domestic markets for Recyclable Materials. Contractor shall have no 399 obligation to market Recyclable Materials that have been redirected pursuant to Article 400 5.7.E.
401 D. Residue Disposal. Residue from the Processing of Source Separated Recyclable Materials 402 Collected under this Agreement at Contractor's Approved Recyclable Materials Processing 403 facility, which cannot be marketed, shall be Disposed of by Contractor, or the Processing 404 Facility Subcontractor at a mutually agreed upon disposal facility. Residue delivered to 405 the disposal facility shall not include any Excluded Waste. 406 E. Agency Right to Redirect Recyclable Materials. The RA Members may, at any time during 407 the term of this Agreement, require Contractor to deliver Recyclable Materials Collected 408 under this Agreement to an alternative Processing facility. If RA Members require such 409 change, Sections 5.7.B through 5.7.D of this Agreement shall be suspended and the 410 tipping fee used to calculate the Processing Component of the Rate (as described in Step 411 4, Attachment E1) shall be adjusted to the amount charged or paid by the RA Member 412 to Contractor for the delivery of Recyclable Materials. Contractor shall comply with such 413 direction within ten (10) Business Days of the RA Member's notice or the date specified 414 in such notice, if more than ten (10) Business Days from the date of notice. 415 5.8 ORGANIC MATERIALS
416 Contractor shall provide Organic Materials Collections services as described in Attachments B1, B2, and 417 B3.
418 Contractor shall Transport all Organic Materials Collected under this Agreement to the Approved 419 Organic Materials Processing facility. Contractor shall pay all tipping fees and other costs associated 420 with Transporting and Processing Organic Materials. 421 Contractor shall observe and comply with all regulations in effect at the Approved Organic Materials 422 Processing facility and cooperate with and take direction from the operator thereof with respect to 423 delivery of Organic Materials. Contractor shall actively work with the Approved Organic Materials 424 Processing facility operator throughout the Term of this Agreement to minimize Contamination of the 425 Organic Materials Collected under this Agreement and delivered to the Processing facility. The contractor 13
426 shall report on a quarterly basis the average residue % of all tons shipped to and processed at the 427 Approved Organic Materials Processing Facility.
428 In no case shall Organic Materials be utilized as Alternative Daily Cover, even if allowed by Applicable 429 Law.
430 5.9 BULKY ITEMS AND REUSABLE MATERIALS
431 Contractor shall offer Bulky Item and Reusable Materials Collection services as described in Attachments 432 B1 and B2.
433 Bulky Item and Reusable Materials Collection services shall be offered to Single -Family and Multi -Family 434 Customers pursuant to Attachment B either free of charge or for an additional charge. Contractor shall 435 make reasonable efforts to schedule on -call Bulky Item and Reusable Materials Collections on a day that 436 is convenient to the Customer.
437 Contractor may, at its sole discretion and expense, identify those Bulky Items and Reusable Materials 438 that can be Collected by local youth, community, or other charitable organizations and arrange with 439 such organizations to provide the Collection. Regardless of Contractor's use of such an organization, 440 Contractor shall be responsible for ensuring that service is provided to the Customer in a professional 441 and timely manner.
442 Contractor shall transport all Bulky Items or Reusable Materials Collected under this Agreement to the 443 Approved Reusable Materials Processing facility, Pat's Place, where volunteers can sort items for resale. 444 Any items that cannot be utilized or sold will be placed in a container provided by Recology for either 445 recycling or disposal, as appropriate. All proceeds from the sale of the salvaged items will be given to the 446 Community Food Bank of San Benito. Furthermore, Recology will provide a quarterly donation to Pat's 447 Place and/or the Food Bank to help cover the cost of staff time utilized for the sorting and handling of 448 the materials dropped off by Recology.
449 Contractor shall pay all costs associated with transporting and Processing Bulky Items and Reusable 450 Materials. Contractor shall be relieved of this obligation for any items collected by a local youth, 451 community, or other charitable organization.
452 Contractor shall observe and comply with all regulations in effect at the Approved Reusable Materials 453 Processing Facility and cooperate with and take direction from the operator thereof with respect to 454 delivery of Bulky Items and/or Reusable Materials.
455 5.10 RA MEMBER SERVICES
456 Contractor shall provide RA Members, without charge, the services set forth in this section. 457 A. Containers at RA Member Facilities
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458 Contractor shall Collect, not less than weekly and more frequently as the RA Member shall 459 determine, Solid Waste, Recyclable Materials and Organic Materials from Containers 460 located at RA Member -owned facilities including, but not necessarily limited to, parks, 461 municipal offices, corporation yards, parking lots, fire stations, and such other RA 462 Member -owned properties as RA Members shall specify. Please see Attachment B5 for a 463 listing of existing RA Member facilities. Contractor shall provide a sufficient number of 464 suitably -sized Containers at or in the vicinity of such properties for the deposit of 465 Discarded Materials in said Containers for Collection by Contractor. Notwithstanding the 466 foregoing, the RA Member may, at RA Member's sole discretion, Collect and transport 467 Solid Waste and other Discarded Materials which may accumulate on RA Member's 468 properties, or by reason of any of RA Member's operations, to the Approved Facilities, at 469 no direct cost to the RA Member.
470 B. Containers at Public Locations
471 Contractor shall Collect Discarded materials deposited in Public Containers for Solid 472 Waste, Recyclable Materials and Organic Materials that are located in the RA Member 473 service area and are listed in Attachment B6. Collection shall be performed on a schedule 474 provided by the RA Member. Collection shall include clean-up of the area within a radius 475 of fifteen (15) feet of each Public Container. The RA Member shall provide Contractor a 476 service schedule and a map showing the locations of the Public Containers to be serviced 477 by Contractor. The RA Member reserves the right to change the service schedule at any 478 time during the term of this Agreement upon not less than thirty (30) calendar days 479 written notice to Contractor and may add Public Containers as it deems necessary. 480 C. RA Member Community Events
481 Contractor shall Collect Solid Waste, Recyclable Materials and Organic Materials at RA 482 Member community events listed on Attachment B7. The RA Member shall notify 483 Contractor of the dates and locations for the event at least thirty (30) days prior to each 484 event. Community event services include:
485 1. Event Collection Stations. At each event collection station, Contractor shall provide a 486 separate receptacle for each of Solid Waste, Recyclable Materials, and Organic Materials, 487 as appropriate. Contractor shall provide a sufficient number of event collection stations of 488 sufficient capacity to meet the needs of the event as determined by Contractor in 489 cooperation with the event organizer.
490 2. Collection Station Monitors. Contractor shall ensure that collection station monitors 491 service event collection stations and educate event attendees about what materials are 492 acceptable in each event collection station receptacle. Contractor shall staff the event 493 with a sufficient number of employees or volunteers to ensure that event collection 494 stations are serviced frequently enough to prevent overflow and litter. 15
495 3. Containers. Contractor shall provide Containers for the aggregation of material removed 496 from event collection stations during the event. Contractor shall provide Containers in 497 sufficient number of appropriate type(s) for the needs of the event as determined by 498 Contractor in cooperation with the event organizer. Contractor shall service Containers, as 499 agreed -upon with the event organizer, and deliver Collected materials to the appropriate 500 Approved Facility for Processing and/or Disposal.
501 4. Public Education Booth. Upon request of either the RA Member or the event organizer, 502 Contractor shall staff a booth or exhibit at the event for educating the public about the 503 services and programs provided by Contractor under this Agreement and the benefits of 504 source reduction, reuse, Recycling, and Composting. 505 5. Reporting. Within fourteen (14) calendar days of the end of the event, Contractor shall 506 submit a report to the Regional Agency Contract Manager and event organizer. The report 507 should include, at a minimum: the number of event collection stations deployed at the 508 event, the number of collection station monitors, the tonnage of each material type (i.e., 509 solid waste, recyclable materials, and organic materials) collected, and a description of the 510 public education provided at the event.
511 Contractor may, at its sole discretion and expense, coordinate with local youth, 512 community, or charitable organizations to provide some or all the required services. 513 Regardless of Contractor's use of such an organization, Contractor shall be responsible for 514 ensuring that service is provided to the Customer in a professional and timely manner 515 consistent with the terms of this Agreement.
516 For community events which are not hosted or primarily funded by the RA Member, 517 Contractor shall provide the above -described community event services at the request of 518 the event organizer and may negotiate the charges for such services with the event 519 organizer based on the specific needs of the event. 520 D. Free Compost
521 Upon RA Member request and up to three (3) times each year for each RA Member, 522 Contractor shall provide at least twenty (20) cubic yards of free Compost for use by the RA 523 Member or its residents in a Drop Box or similar Container. The RA Member shall identify 524 the time and location of each Compost drop-off. RA Members may also decide to conduct 525 joint events.
526 E. E -Waste and Shred Event
527 Three times each year on days selected by the RA Member and Contractor, Contractor 528 shall conduct an E -Waste and shred event where Residential Customers and the RA 529 Member may Dispose of E -Waste at no charge. Contractor shall also provide free 16
530 shredding and other agreed upon services at that event. The location of the event is to be 531 determined.
532 F. Quarterly Recycle Days at John Smith Road Landfill 533 The Regional Agency holds quarterly "Recycle Days"/Bulky Item collection events at the 534 John Smith Road Landfill. Contractor shall, upon request, reimburse the County of San 535 Benito as owner of John Smith Road Landfill a fee of $25,000 annually beginning in year 536 one as a contribution to this event. Each year thereafter the $25,000 shall be subject to 537 the annual consumer price adjustment described in Attachment E1. 538 G. Public Drop Box Service
539 1. Special Events and Neighborhood Cleanups. Each calendar year (prorated for partial 540 years) at the direction of each RA Member at least 2 weeks in advance, Contractor will 541 deliver to the sites designated by each RA Member:
542 (i) Up to ten (10) Drop Boxes clearly labeled "Solid Waste" for the County and City of 543 Hollister and up to five (5) Drop Boxes clearly labeled "Solid Waste" for San Juan 544 Bautista.
545 (ii) Up to ten (10) Drop Boxes clearly labeled "Recyclables" for the County and City of 546 Hollister and up to five (5) Drop Boxes clearly labeled "Recyclables" for San Juan 547 Bautista.
548 Each Drop Box must have a capacity of 40 cubic yards or other volume listed on 549 the Rate Schedule, as directed by an RA Member. Contractor will (1) Collect each 550 Solid Waste and Recyclables Drop Box Container as directed by the RA Member, 551. and (2) Divert the Solid Waste to meet the Diversion Goal specified in Section 552 5.12.C.
553 San Benito County will not charge Contractor for Disposal of Solid Waste 554 discarded in these Drop Box Containers at the John Smith Road Landfill. 555 Contractor will not charge for this service.
556 H. Abandoned Solid Waste
557 1. On -call. At oral, electronic or written direction of the Regional Agency Contract Manager, 558 each month Contractor will Collect up to five (5) Tons of Abandoned Solid Waste 559 discarded at the locations identified by an RA Member in that RA Member' s Service Area 560 without charge to the RA Members. If the Regional Agency Contract Manager contacts the 561 Contractor by noon on a weekday, Contractor will collect Abandoned Solid Waste on that 562 same day. If the Regional Agency Contract Manager calls after noon on a weekday, 563 Contractor will collect Abandoned Solid Waste by the end of the following weekday. 17
564 Abandoned Solid Waste tons collected above the five (5) tons per month will be paid for 565 by the RA Members.
566 2. Contact with drivers on route. Contractor will inform the Regional Agency Contract 567 Manager by telephone or email at the phone number or email address directed by the RA 568 Representative, of Abandoned Solid Waste observed during route collection. 569 3. Documenting trouble spots. Contractor will take digital photographs of Abandoned Solid 570 Waste its drivers repeatedly observe on public or private land within the Regional Agency 571 Service Area not placed in Containers. Contractor will label those photographs to indicate 572 the place, date and time they were taken.
573 4. Litter clean-up. Contractor will clean up litter within a 10 -foot radius of each Abandoned 574 Solid Waste Collection site.
575 5. Diversion. Contractor will use reasonable business efforts to Divert the Abandoned Solid 576 Waste that it collects in accordance with the Bulky Items Diversion Program. 577 5.11 PUBLIC EDUCATION AND OUTREACH
578 The public education and outreach activities included in the scope of services provided by Contractor 579 under this Agreement are described in Attachment B8. 580 A. Program Objectives
581. Contractor's public education and outreach strategy shall focus on improving Customer 582 understanding of the benefits of and opportunities for source reduction, reuse, Recycling, 583 and Composting. In general, Contractor -provided public education and outreach should:
584 (i) inform Customers about the services that are provided under this Agreement with 585 specific focus on describing the methods and benefits of source reduction, reuse, 586 Recycling, and Composting; (ii) instruct Customers on the proper method for placing 587 materials in Containers for Collection and setting Containers out for Collection with 588 specific focus on minimizing contamination of Recyclable and Organic Materials; and, (iii) 589 clearly define the Excluded Waste and educate Customers about the hazards of such 590 materials and their opportunities for proper handling. 591 B. Coordination with Regional Agency and RA Members' Educational Efforts 592 Contractor acknowledges that they are part of a multi -party effort to operate and educate 593 the public about the regional integrated waste management system. Contractor shall 594 cooperate and coordinate with the Regional Agency Contract Manager, and RA Members 595 as applicable, to minimize duplicative, inconsistent, or inappropriately timed education 596 campaigns. Contractor is aware that the Regional Agency is responsible for regional public 597 education and outreach for schools, self -hauled waste, and home Composting. Contractor 18
598 shall not engage in public education and outreach around these subjects without 599 coordination with and approval of the Regional Agency Contract Manager or RA Member 600 as applicable.
601 Contractor shall allow the Regional Agency Contract Manager a reasonable opportunity to 602 review, request modifications to, and approve all public education materials including, but 603 not limited to: print, radio, television, or internet media before publication, distribution, 604 and/or release. Regional Agency shall have the right to request that Contractor include 605 Regional Agency and/or RA Member identification and contact information on public 606 education materials and approval of such requests shall not be unreasonably withheld. 607 5.12 DIVERSION REQUIREMENTS
608 A. Contractor Obligation
609 In awarding this Agreement, the RA Members relied on Contractor representation that 610 Contractor will provide a level of Diversion that ensures the RA Members will be in full 611 compliance with its State Diversion obligations, as defined as of the Effective Date by AB 612 939, AB 341, AB 1826 and related state laws and regulations. The RA Members' grant of 613 exclusive services as defined in Section 3.1 is based in part on providing Contractor the 614 means necessary to ensure the Regional Agency meets its Diversion obligations. The 615 following Diversion requirements are intended to ensure the RA Members and Regional 616 Agency will be in full compliance with their Diversion obligations under Applicable Law. 617 B. Diversion Rate
618 Contractor's compliance with its Diversion requirements will be measured for a given time 619 period in terms of the tons of materials Collected by Contractor in the Regional Agency 620 Service Area that are sold or delivered to a recycler, Composting facility or re -use facility, 621. net of all Residue, divided by the total tons of materials Collected in the Regional Agency 622 Service Area by Contractor in each calendar year.
623 C. Diversion Requirements
624 The Contractor's overall measured Diversion performance shall be considered acceptable 625 if the percentage resulting from dividing: the sum of tons of Recyclable Materials, Organic 626 Materials, and Reusable Materials which are Collected under this Agreement and 627 delivered for Processing; by the total tons Collected by Contractor is 45% or greater in a 628 calendar year. If the calculated percentage is more or less, Performance 629 Incentives/Disincentives will apply as more fully described in Attachment H. 630
631
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632 D. Compliance with Diversion Requirements
633 1. Regional Agency Determination of Compliance. Contractor shall provide the Diversion - 634 related data and information defined in Section 7.3 and Attachment D as part of its 635 scheduled reporting. The RA Members may in and at any time determine compliance with 636 each of the above Diversion requirements, as well as ascertaining Contractor progress 637 towards achieving the next scheduled Diversion requirement. Contractor acknowledges 638 that RA Members may request, and Contractor shall provide in a timely manner such 639 additional information as may reasonably be needed to ascertain Contractor's compliance 640 with its Diversion requirements as defined in Section 5.12.C. 641 2. CalRecycle Notice. If at any point during the Term, CalRecycle notifies the RA Members or 642 Regional Agency that they are not in compliance with their Diversion obligations under 643 Applicable Law, the Parties will meet within fourteen (14) days of RA Members' request 644 regarding Contractor's compliance with Contractor's Diversion requirements. Should 645 Contractor be found to be in compliance with the above Diversion requirements, but 646 there is the need to modify Contractor obligations to meet the RA Members' or Regional 647 Agency's Diversion obligations, such modification will be considered a change in 648 Contactor's obligations as provided in Section 5.5. The Contractor is also eligible for 649 Performance Incentive payments per Attachment H if it exceeds the Diversion 650 requirements.
651 3. Implementation of Additional Diversion Services. If the RA Members determine that 652 Contractor has not fulfilled its good faith efforts requirements set forth in the preceding 653 paragraph, the RA Members may direct Contractor to perform additional services 654 (including the implementation of new diversion programs) or modify the manner in which 655 it performs existing services, and Contractor agrees to do so at no additional charge. Pilot 656 programs and innovative services which may entail new Collection methods and use of 657 new or alternative Solid Waste processing and disposal technologies are included among 658 the types of changes which the RA Members may direct. 659 E. Cooperation
660 Contractor acknowledges the RA Members' and Regional Agency's needs with respect to 661. Diversion and will assist the RA Members and Regional Agency to identify all diversion 662 activities in the Service Area, including diversion activities from Commercial accounts that 663 self -haul Recyclables or utilize third -party recyclers as permitted by Section 3.2. 664 Contractor will use good faith efforts to identify all Commercial accounts using self -haul or 665 third- party recycling services and provide the contact information for these accounts to 666 Regional Agency Contract Manager so that Regional Agency staff can contact these 667 accounts to require compliance with the reporting requirements imposed by Applicable 668 Law.
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669 5.13 ENVIRONMENTAL ENHANCEMENTS
670 Contractor included in its technical proposal several programs that are included in its scope of work 671 under this Agreement as follows:
672 A. Edible Garden at the Community Food Bank
673 Recology will work with the Food Bank's staff to plant fruit trees, vegetables, and flowers. 674 Recology employees will help staff tend to the crops and harvest produce, which can be 675 distributedto Food Bankcustomers.
676 The garden will be planted on a designated area of the 2,250 square feet patch of land located 677 on the north side of the building. Recology will pay for the materials to build the garden, 678 including the fruit trees, irrigation, vegetables, flowers and herbs, compost and soil 679 amendments, ground cover, and stakes for trees and shrubs. 680 B. San Benito County Recycles! Poster Contest
681 The San Benito County Recycles! Poster Contest is an opportunity for students to express 682 their creativity while reinforcing the importance of recycling. The contest will be open to 683 all local students in public or private schools K-12 grade. Posters will contain the student's 684 original artwork and highlight recycling, waste reduction efforts, or other environmental 685 issues such as water or air pollution. The winning poster will be depicted on the side of the 686 Contractor's Collection Vehicles.
687 C. School Assemblies and Outreach
688 Recology's Waste Zero Specialist will work closely with public and private schools to 689 educate students on source reduction, reuse of materials, and participation in recycling 690 programs. Specific programs will include:
691 • School assemblies: Recology will continue to offer environmentally -focused assemblies 692 to local schools, with performances by the Banana Slug String Band (pictured). 693 • Classroom projects: Also tailored to grade level, these hands-on projects teach students 694 about renewable versus non-renewable resources and encourage creative uses of 695 everyday items to increase sustainability.
696 • Educator resources: Recology's Waste Zero Specialist will connect educators with 697 curriculum and other resources to help continue sustainability and diversion lessons 698 throughout the school year.
699
700
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701 D. Emissions Reporting
702 After Rate Period One, upon request of RA Member or Regional Agency (but no more than 703 once annually for all RA Members and Regional Agency combined), Contractor shall 704 provide emissions data, a description of Contractor's carbon footprint, and a description 705 of Contractor's activities both planned and implemented to reduce its carbon footprint for 706 the previous Rate Period.
707 ARTICLE 6: REQUIREMENTS FOR OPERATIONS, EQUIPMENT AND PERSONNEL 708 6.1 GENERAL
709 Contractor shall always comply with Applicable Laws and provide services in a manner that is safe to the 710 public and the Contractor's employees. Except to the extent that a higher performance standard is 711 specified in this Agreement, Contractor shall perform services in accordance with Solid Waste, 712 Recyclable Materials, Organic Materials, and C&D management practices common to Northern 713 California.
714 6.2 OPERATING HOURS AND SCHEDULES
715 A. Hours of Collection.
716 Unless otherwise authorized by the Regional Agency Contract Manager, Contractor's 717 days and hours for Collection operations shall be as follows:
718 1. Residential Premises. Collection from Residential Premises shall only occur between the 719 hours of 6:00 a.m. and 6:00 p.m., Monday through Friday, except that during weeks in 720 which a Holiday occurs, the Contractor may provide Collection scheduled for a Friday on 721 Saturday.
722 2. Commercial Premises. Collection from Commercial Premises that are two hundred (200) 723 feet or less from Residential Premises shall only occur between the hours of 6:00 a.m. and 724 6:00 p.m., Monday through Friday. Collection from Commercial Premises more than two 725 hundred (200) feet from Residential Premises shall only occur between the hours of 726 3:00 a.m. and 6:00 p.m., Monday through Saturday.
727 B. Holiday Collection Schedule.
728 Contractor, at its sole discretion, may choose not to provide Collection services on a 729 Holiday. In such event, Contractor shall provide Collection services on the day following 730 the Holiday thereby adjusting subsequent work that week; however, Customer service 731 days shall be returned to the normal schedule within one (1) week of the Holiday. The 22
732 Contractor shall provide Customers notice of Holiday -related changes in Collection 733 schedules at least two weeks prior to the change.
734 6.3 COLLECTION STANDARDS
735 A. Servicing Containers.
736 Contractor shall pick up and return each Container to the location where the Container 737 was placed property for Collection. Contractor shall place the Containers upright with lids 738 properly secured.
739 Contractor, at the request of Customers, may provide special services including: (i) 740 unlocking Containers; (ii) accessing Container enclosures with a key; or, (iii) pulling or 741 pushing Containers to the Collection vehicle. Contractor may charge Customers for extra 742 services at the Rates approved by the RA Members for such services or other special 743 services as mutually agreed upon.
744 B. Litter Abatement and Spill Prevention.
745 Contractor shall use due care to prevent spills or leaks of material placed for Collection, 746 Used Motor Oil, fuel, and fluids while providing services under this Agreement. If any 747 materials are spilled or leaked during Collection and Transportation, the Contractor shall 748 clean up all spills or leaks before leaving the site of the spill and properly dispose of the 749 materials.
750 Contractor shall not transfer loads from one vehicle to another on any public street, 751 unless it is necessary to do so because of mechanical failure, hot load (combustion of 752 material in the truck), or accidental damage to a vehicle. 753 Contractor shall cover all open Drop Boxes at the pickup location before transporting 754 materials to the Approved Facility.
755 Contractor shall conduct public outreach and staff training to Customers on best 756 management practices for litter abatement at no extra charge to the RA Members when 757 no additional direct expenses are incurred by Contractor that are outside the scope of 758 the Public Education and Outreach Program as described in Attachment B8. If requested 759 outreach and staff training would result in additional direct expenses to Contractor, the 760 Regional Agency Contract Manager shall be notified. If the RA Members decide to pay 761 direct expenses, Contractor shall conduct activities for no additional charge. If the 762 Regional Agency does not agree to pay direct expenses, Contractor shall be under no 763 obligation to provide the requested services. Such best management practices include, 764 without limitation:
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765 • Closing Container lids and right sizing service: Contractor staff will tag overfull 766 containers with "reminder stickers," which will serve as outreach and education to the 767 Customer. Photos of the container will be taken by drivers, attached to the Customer's 768 account, and will be available to outreach and Customer service staff to demonstrate to 769 the Customer where a problem exists.
770 • Outreach to Customer on importance of bagging lightweight materials such as plastic 771 bags, film plastics, foam peanuts, and other materials that can easily become litter due 772 to their lightweight nature.
773 • Driver training on litter reduction techniques and litter removal best management 774 practices.
775 • Affixing signage to the back of Contractor trucks which reads "Help us keep our 776 roadways and waterways clean. If you see litter falling out of this truck, please 777 contact 800-XXX-XXXX".
778 • Collaboration with the RA Members street sweeping operators, as appropriate, to align 779 schedules with Collection schedules to have sweeping following the standard Collection 780 day.
781 C. Development and Review of Collection Specifications. Contractor shall work with each 782 RA Member to develop standard specifications for Collection Container enclosures at 783 Commercial and Multi -Family Premises. These specifications shall be developed to ensure 784 that the Collection Container enclosures are built to provide adequate space for and 785 suitable configuration to allow the Contractor to safely and efficiently service Solid Waste, 786 Recyclable Materials, and Organic Materials Containers. Contractor's Operations 787 Manager or other appropriately qualified staff shall, upon request by the Regional 788 Agency Contract Manager or RA Members, provide a review of plans for new 789 Multi -family and Commercial development or project design drawings. Contractor shall 790 provide comments and recommendations resulting from the review in writing within ten 791. (10) days of receipt of the documents for review. In each review report, Contractor 792 shall comment on the acceptability of the proposed enclosure arrangements in terms of:
793 i) the adequacy of space for Solid Waste, Recyclable Materials, and Organic Materials 794 Containers; ii) the accessibility of the Containers for Collection including whether 795 additional charges (e.g., push/pull, etc.) would apply; and iii) ease of use by tenants. 796 6.4 VEHICLE REQUIREMENTS
797 A. Vehicles. Contractor shall provide a fleet of new Collection vehicles sufficient in 798 number and capacity to efficiently perform the work required by the Agreement in 799 strict accordance with its terms. Contractor shall have available sufficient back-up 800 vehicles for each type of Collection vehicle used to respond to scheduled and 24
801 unscheduled maintenance, service requests, complaints, and emergencies. Such 802 back-up vehicles may be used vehicles. All such vehicles shall have watertight 803 bodies designed to prevent leakage, spillage, or overflow. Hoppers shall be enclosed on 804 top and on all sides to prevent material from leaking, blowing or falling from the vehicles. 805 Each Collection vehicle shall be equipped with a shovel and broom for clean-up of spillage. 806 Collection vehicles shall never be loaded to exceed the manufacturer's recommended 807 weight limit or otherwise operated unsafely or in violation of any Applicable Law. 808 Collection vehicles shall be GPS-enabled to allow for the real-time tracking of their 809 geographical location.
810 To the extent required now or in the future by Applicable Law, Contractor shall provide its 811 Collection vehicles to be in full compliance with local, state and federal clean air 812 requirements, including, but not limited to, the California Air Resources Control Board 813 regulations, such as those regulations requiring the implementation of "Diesel Particulate 814 Matter Control Measure for On -Road Heavy —Duty Residential and Commercial Solid 815 Waste Collection Vehicle Diesel Engines" as currently codified in CCR Title 13, Section 2020 816 et seq; the Federal EPA's Highway Diesel Fuel Sulfur regulations and any other applicable 817 air pollution control laws. Contractor has inspected all applicable streets within the 818 Regional Agency Service Area and acknowledges and certifies that all vehicles can safely 819 and effectively operate within the Service Area.
820 All Collection vehicles shall operate on renewable diesel fuel and shall be fueled at a 821 facility designated by the Contractor. Specifications for such fuel are included in 822 Attachment F1.
823 B. Vehicle Signage. Collection vehicles shall present a clean appearance while providing 824 service under this Agreement. Contractor's name and local telephone number shall be 825 displayed on all vehicles in at least four (4) inch characters. Vehicles shall be equipped 826 with sign board holders or other hardware to allow public education signage of no less 827 than thirty-six (36) by forty-eight (48) inches to be displayed on both sides of the vehicle. 828 C. Vehicle Maintenance. Contractor shall inspect each vehicle daily to ensure that all 829 equipment is operating properly. Vehicles that are not operating properly shall be taken 830 out of service until they are repaired and operate properly. Contractor shall repair, or 831 arrange for the repair of, all its vehicles and equipment for which repairs are needed 832 because of accident, breakdown or any other cause to maintain all equipment in a safe 833 and operable condition. The Regional Agency Contract Manager may inspect vehicles at 834 any reasonable time, and within three (3) calendar days of such a request, to determine 835 compliance with this Agreement and sanitation requirements. 836 D. Collection Vehicle Noise Level. The noise level generated by Collection vehicles using 837 compaction mechanisms during the stationary compaction process shall not exceed 838 seventy-five (75) decibels at twenty-five (25) feet from the Collection vehicle measured at 25
839 an elevation of five (5) feet above ground level using the "A" scale of a standard sound 840 level meter at slow response, or Applicable Law, whichever is more stringent. 841 E. Equipment Inventory. On or before the Commencement Date of this Agreement, 842 Contractor shall provide to the Regional Agency an inventory of Collection vehicles and 843 major equipment used by Contractor for Collection or Transportation in performance of 844 services under this Agreement. The inventory shall indicate each Collection vehicle by 845 identification number, DMV license number, the age of the chassis and body, type of fuel 846 used, the type and capacity of each vehicle, the number of vehicles, the date of 847 acquisition, the decibel rating, and the maintenance and rebuilt status. Contractor shall 848 submit to the Regional Agency Contract Manager an updated inventory annually, or more 849 often at the request of the RA Members. Each vehicle inventory shall be accompanied by a 850 certification signed by Contractor that all Collection vehicles meet the requirements of 851 this Article.
852 6.5 CONTAINER REQUIREMENTS
853 Contractor shall provide all new Carts, Bins, and Drop Boxes to all Customers as part of its services. 854 Contractor -provided Containers shall be designed and constructed to be watertight and prevent the 855 leakage of liquids. All Containers shall display the Contractor's name, local telephone number, and some 856 identifying inventory or serial number. However, if a new contractor other than the current service 857 provider is selected for the new Franchise Agreement such Contractor is encouraged to negotiate the 858 purchase of the existing commercial Bins and Drop Boxes from the current service provider. The cost 859 savings associated with such purchase shall be reflected in the final approved contractor rates. 860 In the interest of creating effective and consistent public education and outreach, Contractor shall utilize 861. its Containers to reinforce public education messages. All Solid Waste Containers shall be black or grey 862 in color. All Recyclable Materials Containers shall be blue in color. All Organic Materials Containers shall 863 be green in color. Contractor's Containers shall also be labeled with a list of acceptable materials and a 864 list of prohibited materials and such labels shall be in both English and Spanish. Specific color selection 865 and labels shall be approved by the Regional Agency Contract Manager prior to placing the order 866 for any new Containers.
867 All Containers shall be maintained in a safe, serviceable, and functional condition and present a clean 868 appearance. Customers using Carts shall be responsible for cleaning such Carts. Contractor shall steam 869 clean and repaint all Containers, except Carts, as requested by Customer or as deemed necessary by 870 Contractor to present a clean appearance. If Customer requests steam cleaning more frequently than 871 one (1) time per year, Contractor may charge the Customer at approved Rates for such service. If any 872 Container is impacted by graffiti, Contractor shall remedy the situation within fourteen (14) calendar 873 days of notification at no additional charge.
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874 6.6 PERSONNEL
875 A. General. Contractor shall furnish such qualified drivers, mechanical, supervisory, 876 customer service, clerical, and other personnel as may be necessary to provide the 877 services required by this Agreement in a safe and efficient manner. Contractor shall 878 designate at least one (1) qualified employee as the RA Members' primary point of contact 879 with Contractor who is principally responsible for Collection operations and resolution of 880 service requests and complaints.
881 Contractor shall use its best efforts to assure that all employees who interact with 882 Customers present a neat appearance and conduct themselves in a courteous manner. 883 Contractor shall not permit its employees to accept, demand, or solicit, directly or 884 indirectly, any additional compensation, or gratuity from members of the public. 885 B. Competitive Wages and Benefits. Contractor shall provide employees with wages and 886 benefits equaling no less than the wages and benefits included in the collective bargaining 887 agreements in place in 2018 or at roll -out of the new collection services program. 888 C. Driver Qualifications. All drivers must have in effect a valid license, of the appropriate 889 class, issued by the California Department of Motor Vehicles. Contractor shall use the 890 Class II California Department of Motor Vehicles employer "Pull Notice Program" to 891 monitor its drivers for safety.
892 D. Safety Training. Contractor shall provide suitable operational and safety training for all of 893 its employees who operate Collection vehicles or equipment. Contractor shall train its 894 employees involved in Collection to identify, and not to collect, Excluded Waste. Upon the 895 Regional Agency Contract Manager's request, Contractor shall provide a copy of its safety 896 policy and safety training program, the name of its safety officer, and the frequency of its 897 trainings.
898 6.7 HAZARDOUS WASTE INSPECTION AND HANDLING
899 A. Inspection Program and Training. Contractor shall develop a load inspection program 900 that includes the following components: (i) personnel and training; (ii) load checking 901. activities; (iii) management of wastes; and, (iv) record keeping and emergency procedures. 902 Contractor's load checking personnel, including its Collection vehicle drivers, shall be 903 trained in: (i) the effects of Hazardous Substances on human health and the environment; 904 (ii) identification of prohibited materials; and, (iii) emergency notification and response 905 procedures. Collection vehicle drivers shall inspect Containers before Collection when 906 practical.
907 B. Response to Excluded Waste Identified During Collection. If Contractor determines that 908 material placed in any Container for Collection is Excluded Waste or presents a hazard to 27
909 Contractor's employees, the Contractor shall have the right to refuse to accept such 910 material. The Generator shall be contacted by the Contractor and requested to arrange 911 proper Disposal. If the Generator cannot be reached immediately, the Contractor shall, 912 before leaving the Premises, leave a tag at least two (2) inches by six (6) inches in size, 913 which indicates the reason for refusing to Collect the material and lists the phone 914 number of a facility that accepts the Excluded Waste or a phone number of an entity 915 that can provide information on proper Disposal of the Excluded Waste. Under no 916 circumstances shall Contractor's employees knowingly Collect Excluded Waste or remove 917 unsafe or poorly containerized Excluded Waste from a Collection Container. Prior to the 918 Commencement Date of this Agreement, the tag that will be used to notice Customers of 919 reason for non -Collection shall be reviewed and approved by the Regional Agency 920 Contract Manager. If Excluded Waste is found in a Collection Container or Collection area 921 that could possibly result in imminent danger to people or property, the Contractor shall 922 immediately notify the Fire Department.
923 C. Response to Excluded Waste Identified at Disposal or Processing Facility. Materials 924 Collected by Contractor will be delivered to the Approved Facilities for purposes of 925 Processing or Disposal. In the event that load checkers and/or equipment operators at 926 such facility identify Excluded Waste in the loads delivered by Contractor, such 927 personnel shall remove these materials for storage in approved, on -site, Excluded Waste 928 storage Container(s). Contractor shall arrange for removal of the Excluded Wastes at its 929 cost by permitted haulers in accordance with Applicable Laws and regulatory 930 requirements. The Contractor may at its sole expense attempt to identify and recover 931 the cost of Disposal from the Generator. If the Generator can be successfully identified, 932 the cost of this effort, as well as the cost of Disposal shall be chargeable to the 933 Generator.
934 6.8 REGIONAL AGENCY CONTRACT MANAGER
935 RA Members have designated staff, the Regional Agency Contract Manager, to be the RA Representative 936 for each RA Member and to be responsible for the monitoring and administration of this Agreement, 937 except as otherwise provided in Section 12.10. Contractor shall meet and confer with the Regional 938 Agency Contract Manager to resolve differences of interpretation and implement and execute the 939 requirements of this Agreement in an efficient, effective, manner that is consistent with the stated 940 objectives of this Agreement.
941 From time to time the Regional Agency Contract Manager may designate other agents of the Regional 942 Agency or to work with Contractor on specific matters. In such cases, those individuals should be 943 considered designates of the Regional Agency Contract Manager for those matters to which they have 944 been engaged. Such designates shall be afforded all of the rights and access granted thereto. In the 945 event of a dispute between the Regional Agency Contract Manager's designate and Contractor, the 946 Regional Agency Contract Manager's determination shall be conclusive. 28
947 In the event of dispute between the Regional Agency Contract Manager and the Contractor regarding 948 the interpretation of or the performance of services under this Agreement, the Regional Agency 949 Contract Manager's determination shall be conclusive except where such determination results in a 950 material impact to the Contractor's revenue and/or cost of operations. In the event of a dispute 951 between the Regional Agency Contract Manager and the Contractor results in such material impact to 952 the Contractor, Contractor may appeal the determination of the Regional Agency Contract Manager to 953 the appropriate RA Member governing body, whose determination shall be conclusive. For the purposes 954 of this section, "material impact" is an amount equal to or greater than one -quarter (1/4) of one (1) 955 percent of Contractor's annual Gross Receipts under thisAgreement. 956 Regional Agency Contract Manager or their designate shall have the right to observe and review 957 Contractor operations and Processing facilities and enter Premises for the purposes of such observation 958 and review, including review of Contractor's records, during reasonable hours with reasonable notice. In 959 no event shall Contractor prevent access to such Premises for a period of more than one (1) calendar 960 day after receiving such a request. Regional Agency Contract Manager shall have access to sections of 961 Contractor's Customer service database which facilitates Regional Agency retrieval and reporting of 962 Customer service data.
963 6.9 ENVIRONMENTALLY-PREFERRABLE PURCHASING
964 Contractor shall abide by their Environmentally Preferable Purchasing Policy adopted in 2018 and 965 included as Attachment K. Contractor shall include a summary of their environmentally -preferable 966 purchasing activities in their Annual Report to the Regional Agency and RA Members (e.g., volume of 967 recycled content paper purchased, source reduction strategies implemented during the year and the 968 quantified results of that strategy, etc.).
969 6.10 LOCAL PURCHASING PREFERENCE
970 Contractor shall, throughout the Term of this Agreement, give preference to purchasing materials and 971. supplies used in connection with Agreement from local vendors within the County or State; and in that 972 order of preference. At a minimum, Contractor shall purchase the following items from vendors within 973 the County: vehicle supplies (e.g., fuel, fluids, tires, parts, etc.) only if the Contractor's operation and 974 maintenance yard is located in the County; printing and publishing services for any and all public 975 education and outreach materials; uniforms, safety clothing/equipment, and work boots; and office 976 supplies.
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977 ARTICLE 7: BILLING, CUSTOMER SERVICE, RECORD KEEPING, AND REPORTING 978 7.1 BILLING SERVICES
979 Contractor shall provide billing services for all Customers in the Service Area, including all Residential 980 Properties, Multi -Family Properties and Commercial Properties. Contractor shall: (i) bill all Customers in 981 the Service Area, including all SFDs, MFDs, and Commercial Properties at the rates permitted in this 982 Agreement; (ii) maintain accurate billing and payment records; and (iii) bill Customers on the following 983 schedule or as otherwise approved by the RA Members:
984 • Each Residential Customer shall be billed bi-monthly in arrears 985 • Each Multi -Family and Commercial Customer shall be billed monthly in advance 986 Service Recipients' bills shall be itemized showing the charges for each classification of services. The 987 Contractor and the Regional Agency Contract Manager shall agree on the format of the invoice prior to 988 the Contractor initiating billing services.
989 Customer billing shall reflect the rate arrangements described below inclusive of the fees described in 990 Article 8. The rate schedules establish the maximum rates that may be charged. 991 • SFD Rate Arrangements
992 Member Agencies will maintain an SFD rate structure that includes an integrated fee for 993 collection that covers solid waste, recycling, and organics. The current volume -based rate 994 structure will be continued. Therefore, the contractor will be required to provide the residents 995 with the container sizes they subscribe to; to service such containers; and to properly bill for the 996 level of service requested.
997 • MFD and Commercial Rate Arrangements
998 Member Agencies will maintain a rate structure that includes an integrated fee for collection 999 that covers solid waste and recycling. A volume -based rate structure will be used. MFD and 1000 Commercial customers will be provided the opportunity to subscribe to unlimited levels of 1001 recyclable materials collection service at no additional charge. As a result, the contractor will 1002 provide the number and sizes of recycling containers requested by the customer and service the 1003 containers as frequently as requested. In addition, Member Agencies will continue to allow open 1004 market competition for recyclable materials excluded from the Contractor's exclusive franchise 1005 pursuant to Section 3.2.
1006 Member Agencies will establish separate, volume -based rates for organics collection services. 1007 Customers will be encouraged to voluntarily participate in organics collection, unless required to do so 1008 by state law, and will be required to pay a fee for organics collection services based on subscription 1009 levels.
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1010 • RA Members Facilities
1011 RA Members facilities shall be provided all collection services at "no cost." The cost of collection 1012 services provided to Member Agencies will be included in the contractor's annual compensation 1013 and shall be paid for through the rates charged to SFD, MFD and commercial customers, at RA 1014 Members discretion.
1015 • Special Services Charges
1016 Contractor's customer proposed rate schedule shall include all charges for special services, 1017 including: (1) unlocking Containers; (2) accessing Container enclosures with a key; (3) pulling or 1018 pushing Containers to a Collection Vehicle; (4) steam cleaning, except carts, Containers more 1019 frequently than one time per year as requested by the Customer; (5) additional residential solid 1020 waste cart monthly service rate; (6) additional Recyclable Materials Cart monthly rental; (7) 1021 additional Organic Materials Cart charge equivalent to 50% of the Solid Waste monthly service 1022 rate gallon equivalent; (8) additional Bulky Item Collection Event beyond two times per year; (9) 1023 assessment of "contamination fee" as more fully described in the Franchise Agreement 1024 Attachments B1 subsections 2 and 3, B2 subsections 2 and 3, and B3 subsections 2 and 3; and 1025 (10) Sunday collection surcharge for MFD and Commercial accounts. 1026 Please see Sections 6.3.A, and 6.5 and Attachments B1, B2, and B3 for more details on situations in 1027 which special service charges apply.
1028 Contractor's website shall provide Customers with the ability to pay their bills through an electronic 1029 check or credit card and include the ability for Customer billings to be automatically charged on a 1030 recurring basis. Contractor shall promote the website- based billing and payment system on all paper bill 1031 sent to Customers. Contractor shall prepare, mail, and collect bills from Customers who decline to use 1032 such internet-based billing system. Contractor shall make arrangements to allow Customers to pay bills 1033 by cash, check, electronic check, money order, and credit card. 1034 A. RA Member Inserts. Each RA Member may direct Contractor to produce and insert 1035 mailers with billings relating to RA Member community events, public education and 1036 outreach activities, other environmental programs, and authorized rate increases. Each RA 1037 Member may request such mailers as frequently as the lesser of: 1) six (6) times per year 1038 or 2) the number of billing cycles for that Customer Type. 1039 B. Delinquent Accounts. Contractor shall be responsible for collecting delinquent charges for 1040 services it renders to customers. Contractor shall employ measures, consistent with 1041. Applicable Law regulating the collection of debts, to obtain payment of charges including 1042 use of its own employees to obtain judgments in Small Claims Court and to enforce such 1043 judgments.
1044 In the event that any account becomes more than forty-five (45) calendar days past 1045 due, Contractor shall notify such Customer of the delinquency via written correspondence 31
1046 and telephone contact. Should any account become more than ninety (90) calendar 1047 days past due, Contractor shall provide notice to the Customer via written 1048 correspondence, with a copy to the Regional Agency Contract Manager, that service 1049 may be discontinued if the account becomes more than one hundred twenty (120) 1050 calendar days past due. Should any account become more than one hundred twenty 1051 (120) calendar days past due, Contractor may discontinue providing service to the 1052 Customer. No less than seven (7) calendar days prior to discontinuing service to a 1053 Customer, Contractor shall notify the Regional Agency Contract Manager of the address, 1054 Service Level, service frequency, and delinquent billing amount. Contractor may withhold 1055 service from a delinquent account until past delinquencies are paid in full. Upon 1056 restoring service to a previously delinquent account, Contractor may require a deposit 1057 from the Customer not to exceed one (1) month's billings at the Customer's Service Level. 1058 C. Billing Records. Contractor shall keep records of all billing documents and customer 1059 account records including, but not limited to, invoices, customer payment coupons mailed 1060 with the invoice and collection notices, for a period of three (3) years after the date of 1061 receipt or issuance. Contractor may, at its option, maintain those records in electronic 1062 form, hard copy, or in any other manner, provided that the records can be preserved and 1063 retrieved for inspection and verification in a timely manner. 1064 D. Customer Privacy.
1065 1. Non -Disclosure. Contractor will not disclose to any Person other than the Regional Agency 1066 or any RA Member any information identifying an individual Customer, the composition or 1067 contents of a Customer's Solid Waste, or a Customer' s trade secrets unless upon the 1068 authority of a law, or pursuant to written authorization of the Customer. 1069 2. No marketing. Contractor will not market or distribute mailing lists with the name or 1070 address of Customers. Contractor's obligations under this subsection are in addition to any 1071 other privacy rights accorded Customers under Applicable Law. 1072 E. Regional Agency and RA Member Access to Billing Information. Contractor shall provide 1073 the Regional Agency an RA Members with prompt access to all current and up-to-date 1074 billing information necessary to allow the RA Members and Regional Agency to respond to 1075 customer inquiries or complaints or as otherwise required by the Regional Agency or RA 1076 Members. At the request of the Regional Agency or RA Members, Contractor shall provide 1077 "read only" electronic access to Contractor's Customer billing and Customer service records 1078 such that the Regional Agency and RA Members employees can research billing inquiries 1079 and Customer account history or review the status of missed pick-ups, service complaints 1080 or matters subject to customer service. Contractor shall cooperate with the Regional 1081. Agency and RA Members to establish this "read only" function and shall ensure that each 1082 has access to Customer information in "real time." 32
1083 7.2 CUSTOMER SERVICE
1084 A. Customer Service. Contractor shall at all times be in compliance with this Section 7.2 and 1085 with the provisions of the Customer Service Plan included in Contractor's Proposal. 1086 Contractor shall revise, modify and otherwise update such Plan throughout the Term as it 1087 deems necessary, or as or as reasonably requested by the RA Members. 1088 B. Office Location and Hours. Contractor will have an operation and maintenance yard 1089 located at 1351 Pacheco Pass Highway, Gilroy, CA. Contractor will provide at least one 1090 location in each RA Member's jurisdiction acceptable to the RA Representative where 1091 Customers can pay their bills in person. Contractor intends to use the following locations 1092 initially: Ace Cash Express located in Safeway in Hollister at 591 Tres Pinos Road; Windmill 1093 Market in San Juan Bautista at 301 The Alameda; and Paicines General Store located at 1094 12261 Airline Highway in Paicines. The Contractor office shall be open from 8 am to 5 pm 1095 Monday through Friday for the public to pay their bills or get customer service assistance. 1096 C. Local Telephone Number and Equipment. Contractor's principal office shall be accessible 1097 by a local (toll -free to Customers) telephone number at least during the office hours 1098 specified in Section 7.2.B and from 8:00 a.m. to noon on Saturdays. The telephone 1099 number shall be listed under Contractor's name in the local telephone directory and as 1100 appropriate on Collection vehicles and Containers. The Contractor shall have sufficient 1101 equipment in place and staff to handle the volume of calls experienced on the busiest 1102 days and such telephone equipment shall be capable of recording the responsiveness 1103 (e.g., call hold -time, abandoned calls, etc.) to calls. Recording of Contractor's 1104 responsiveness to calls shall include, at a minimum, all items included in the "Service 1105 Quality and Reliability" and "Customer Service" performance standards listed in 1106 Attachment G. An answering machine or voicemail service shall record Customer calls and 1107 voice messages between during hours the office is closed, or outside times calls are not 1108 being answered.
1109 D. Emergency Telephone Number. Contractor shall maintain an emergency telephone 1110 number for use outside Contractor's office hours. The emergency telephone number shall 1111 be listed as an emergency number under Contractor's name and under the Regional 1112 Agency and RA Members in the local telephone directory. Contractor shall have a 1113 representative, or an answering service to contact such representative, available at 1114 Contractor's emergency telephone number during all hours other than Contractor's office 1115 hours.
1116 E. Multilingual/TDD Service. Contractor shall at all times maintain the capability of 1117 responding to telephone calls in English, Spanish, and such other languages as the RA 1118 Members may direct, employing a service such as ATT Language Line. Contractor shall at 1119 all times maintain the capability of responding to telephone calls through 33
1120 Telecommunications Device for the Deaf (TDD) Services. These capabilities shall be 1121 maintained for both the local telephone number and the emergency telephone number. 1122 F. Website. Contractor shall develop a comprehensive website specific to the Regional 1123 Agency Service Area which fully explains and effectively promotes the Collection service 1124 options offered to its Customers. The website shall contain the full approved rate 1125 schedules as well as any other information that may be helpful to the RA Members and 1126 Customers in meeting the RA Member's and Regional Agency's Diversion goals. The 1127 website shall also allow Customers to submit inquiries, complaints and queries which shall 1128 be answered as provided for in the following paragraph. 1129 G. Service Requests, Compliments, Complaints. Contractor shall be responsible for the 1130 prompt and courteous attention to, and prompt and reasonable resolution of, all 1131 Customer service requests and complaints. Contractor shall record in a separate 1132 computerized log, approved as to form by Regional Agency Contract Manager, all 1133 complaints, noting the name and address of complainant, date and time of complaint, 1134 nature of complaint, and nature and date of resolution. The Contractor shall retain this 1135 complaint log for the Term plus three (3) years after its expiration or earlier termination. 1136 Upon request by the Regional Agency Contract Manager, Contractor shall compile and 1137 submit a summary statistical table of the complaint log. 1138 Contractor shall respond to all complaints received within twenty-four (24) hours, 1139 weekends and Holidays excluded. If a complaint involves a failure to Collect Solid Waste, 1140 Recyclable Materials or Organic Materials from a Premises in the Regional Agency Service 1141. Area, Contractor shall Collect the material in question within twenty-four (24) hours of 1142 receipt of the Complaint, provided that Generator has properly placed materials for 1143 Collection.
1144 The Contractor shall also maintain, at least for the first year of the Agreement, an office 1145 within San Benito County for its commercial outreach staff. 1146 7.3 RECORD KEEPING AND REPORTING
1147 A. Record Keeping.
1148 As set forth in this Article, Contractor shall submit reports to the Regional Agency and RA 1149 Members on Solid Waste Collection and Disposal, Recyclable Materials Collection, 1150 Processing and marketing, and Organic Materials Collection, Processing and marketing to 1151 assist the Regional Agency in meeting the reporting requirements of AB 939, AB 341, AB 1152 1826 and other Applicable Law.
1153 Contractor shall maintain accounting, statistical, operational, and other records related to 1154 its performance as shall be necessary to provide reporting under the Act and demonstrate 1155 compliance with this Agreement. Unless otherwise required in this Article, Contractor 34
1156 shall retain all records and data required to be maintained by this Agreement for the Term 1157 of this Agreement plus three (3) years after its expiration or earlier termination. Records 1158 and data shall be in chronological and organized form and readily and easily interpreted. 1159 Upon request, any such records shall be retrieved in a timely manner by Contractor and 1160 made available to the Regional Agency Contract Manager. Contractor shall maintain 1161 adequate record security to preserve records from events that can be reasonably 1162 anticipated such as a fire, theft, and an earthquake. Electronically -maintained data and 1163 records shall be protected and backed -up.
1164 B. Report Submittal Requirements
1165 Contractor shall submit quarterly reports within thirty (30) calendar days after the end of 1166 the calendar quarter. Contractor shall submit annual reports no later than forty-five (45) 1167 calendar days after the end of each calendar year. Quarterly and annual reports shall, at a 1168 minimum, include all data and information as described in Attachment D. 1169 Contractor may propose report formats that are responsive to the objectives and 1170 audiences for each report. The format of each report shall be approved by the Agency 1171 Contract Manager and such approval shall not be unreasonably withheld. Regional Agency 1172 Contract Manager may, from time to time during the Term, review and request changes to 1173 Contractor's report formats and content and Contractor shall not unreasonably deny such 1174 requests.
1175 Contractor shall submit (via mail and e-mail) all reports to the Regional Agency Contract 1176 Manager with a copy to the RA Members.
1177 The Regional Agency reserves the right to require Contractor to provide additional reports 1178 or documents as Agency Contract Manager reasonably determines to be required for the 1179 administration of this Agreement or compliance with Applicable Law. 1180 7.4 INSPECTION BY REGIONAL AGENCY; PERFORMANCE REVIEWS 1181. A. General. The RA Members reserve the right to inspect any and all of Contractor's facilities 1182 at any time during normal business hours, without notice, and at any other time with 1183 reasonable notice.
1184 B. Performance Review. The Regional Agency may conduct two performance reviews during 1185 the Term of this Agreement within 90 days of the third and sixth anniversary of the 1186 Commencement Date. The review shall examine all aspects of Contractor's performance 1187 of this Agreement and may include a performance audit pursuant to Section 7.4.C. The 1188 Contractor shall reimburse the RA Members for the reasonable costs of such performance 1189 reviews within 30 days after the RA Members' delivery of an invoice for the charges, up to 1190 a maximum for each performance review of Twenty -Five Thousand Dollars ($25,000) in 1191 the aggregate for all RA Members and Regional Agency combined. 35
1192 C. Performance Audits. Performance and service quality audits and evaluations may be 1193 conducted or caused to be conducted by the RA Members at their discretion and cost 1194 throughout the term of this Agreement. The reports required by this Agreement and the 1195 Contractor's ability or inability to achieve Diversion goals may be utilized as a basis of 1196 review. Such audits may include, but shall not be limited to analyses of both financial and 1197 qualitative performance of Contractor and Contractor's operations and compliance with 1198 the performance standards in Attachment G. If any noncompliance with the Agreement is 1199 found, the RA Members may direct the Contractor to correct the inadequacies in 1200 accordance with the terms of this Agreement. If the Contractor fails to correct the 1201 noncompliance items, said failure will be considered a default under this Agreement. 1202 Contractor shall cooperate fully with the RA Members in conducting such evaluations and 1203 audits. The Contractor's cost of cooperating with such audits and correcting any 1204 noncompliance with this Agreement shall be borne by Contractor. 1205 ARTICLE 8: FRANCHISE FEES AND OTHER FEES
1206 8.1 FRANCHISE FEE
1207 In consideration of the rights provided Contractor herein, including the right to use RA Member' streets 1208 and property, Contractor shall pay franchise fees to each RA Member each quarter equal to the 1209 following percent of Gross Receipts for all services performed under this Agreement: 5% for City of 1210 Hollister, 10% for residential in San Juan Bautista and 15% for commercial, and 5% for County of San 1211 Benito.
1212 This fee will include an amount to cover an in -lieu property tax payment of at least $10,154 if the 1213 Contractor's operation and maintenance yard is located outside the County. This fee may be adjusted by 1214 governing body resolution.
1215 8.2 AB 939 FEE AND OTHER STATUTORY FEES
1216 The Contractor shall pay an AB 939/Statutory fee to each RA Member each quarter. The amount of the 1217 AB 939/Statutory fee shall be a percent of Gross Receipts as follows for all services performed under this 1218 Agreement and shall be paid in equal quarterly installments: 5% for City of Hollister, 2.5% for San Juan 1219 Bautista, and 4.5% for County of San Benito.
1220 The amount of the AB 939/Statutory fee will be equal to or less than the costs of Regional Agency and 1221 RA Members' programs, pilot studies, education and outreach campaigns, reporting, compliance, and 1222 other activities involved in complying with AB 939 or other existing or future statutory requirements 1223 related to solid waste and recycling, such as AB 341 and AB 1826. Each RA Member will use the AB 1224 939/Statutory fee to offset such costs.
36
1225 8.3 HHW FEE
1226 The Contractor shall pay an HHW fee to the Regional Agency each quarter. The amount of the HHW fee 1227 shall be 2.5% percent of Gross Receipts for all residential services for all RA Members performed under 1228 this Agreement. The amount of the HHW fee will be equal to or less than the costs of Household 1229 Hazardous Waste programs and facilities that benefit all Single -Family and Multi -Family Residential 1230 Customers. The Regional Agency will use the HHW fee to offset such costs. If all or a portion of this fee 1231 is incorporated into the charges imposed by Contractor on Customers, it shall only affect the charges 1232 paid by Single -Family and Multi -Family Residential Customers. 1233 8.4 LITTER ABATEMENT FEE
1234 As an amenity provided to RA Members as part of the good will Contractor seeks to establish with the 1235 RA Members, Contractor voluntarily agrees to pay a Litter abatement fee to each RA Member each 1236 quarter. The amount of the Litter abatement fee shall be the following percent of Gross Receipts for all 1237 services performed under this Agreement and shall be paid in equal quarterly installments: 1.5% for City 1238 of Hollister, 1% for San Juan Bautista, and 1% for County of San Benito. 1239 This fee will help reimburse the RA Member for the cost of street sweeping, and other activities related 1240 to minimizing or abating litter within the RA Member and/or complying with RA Member's National 1241 Pollutant Discharge Elimination System permit requirements regarding eliminating Solid Waste from 1242 storm water run-off.
1243 8.5 ADJUSTMENT TO FEES
1244 The Regional Agency and individual RA Members may set other fees or adjust the fees established in this 1245 Article from time -to -time during the Term of this Agreement and such adjustments shall be included in 1246 the adjustment of Rates as described in Attachment E. 1247 The amounts of the Franchise Fee, AB 939/Statutory Fee, HHW Fee, and Litter Abatement Fee in 1248 subsequent Rate Periods shall be adjusted annually in accordance with the adjustment method 1249 described in Attachment E or shall be the amount specified by the RA Members. 1250 8.6 PAYMENT SCHEDULE AND LATE FEES
1251 Within thirty (30) calendar days of the end of each calendar quarter, during the Term of this Agreement, 1252 Contractor shall remit to the Regional Agency and individual RA Members as applicable all fees as 1253 described in this Article. If such remittance is not paid to the Regional Agency and RA Members on or 1254 before the thirtieth (30th) calendar day following the end of a calendar quarter, all fees due shall be 1255 subject to a delinquency penalty of one and one-half percent (1.5%), which attaches on the first day of 1256 delinquency. The delinquency penalty shall be increased an additional one and one-half percent (1.5%) 1257 for each additional month the payment remains delinquent. 1258 Each quarterly remittance to the Regional Agency and individual RA Members shall be accompanied by a 1259 statement listing the amount of each fee paid; calculation of each fee; and, statement of Gross Receipts, 37
1260 by Customer Type for the period collected from all operations conducted or permitted by this 1261 Agreement. The Regional Agency Contract Manager may, at any time during the Term, request a 1262 detailed calculation of Gross Receipts which may include, but is not necessarily limited to, the number of 1263 Customers charged at each Service Level and Rate charged for each billing period. 1264 The Regional Agency Contract Manager may, at any time during the Term, perform an audit of 1265 Contractor's billings and payment of fees. Contractor shall cooperate with the Regional Agency Contract 1266 Manager in any such audit. Should the Regional Agency or its agent perform this review and identify 1267 billing errors or other errors in payment of fees valued at one (1) percent or more of Gross Receipts, 1268 Contractor shall, in addition to compensating the Regional Agency and individual RA Members as 1269 applicable for lost fees, reimburse the Regional Agency's cost of the review. 1270 ARTICLE 9: CONTRACTOR'S COMPENSATION AND RATE SETTING 1271 9.1 GENERAL
1272 The Contractor's compensation for performance of all its obligations under this Agreement shall be 1273 Gross Receipts. Contractor's compensation provided for in this Article is the full, entire and complete 1274 compensation due to Contractor pursuant to this Agreement for all labor, equipment, materials and 1275 supplies, Processing and Disposal fees, fees due to the Regional Agency and individual RA Members as 1276 applicable, taxes, insurance, bonds, overhead, operations, profit, and all other things necessary to 1277 perform all the services required by this Agreement in the manner and at the times prescribed. Nothing 1278 herein shall obligate the Regional Agency or the RA Members to provide any compensation to 1279 Contractor beyond Gross Receipts.
1280 If Contractor's actual costs, including fees due to Agency, are more than Gross Receipts, Contractor shall 1281 not be compensated for the difference in actual costs and actual Gross Receipts. If Contractor's actual 1282 costs are less than the actual Gross Receipts, Contractor shall retain the difference provided that 1283 Contractor has paid Regional Agency and RA Member fees pursuant to Article 8. 1284 Under this Agreement, Contractor shall have the right and obligation to charge and collect from 1285 Customers, Rates in Attachment F3 that are approved by the RA Members for provision of services to 1286 Customers. The Rates for Rate Period One are based on the Contractor's Proposal. Contractor's 1287 proposed costs and operating assumptions for Rate Period One are presented in Attachment F2. 1288 9.2 RATES AND ANNUAL ADJUSTMENTS
1289 A. General. The RA Members shall be responsible for approving Rates as described in this 1290 Article. If at any time during the Term of the Agreement, the Contractor determines the 1291. need for a Rate that does not appear on the RA Member -approved Rate schedule in 1292 Attachment F3, Contractor shall immediately notify the Regional Agency and RA Members 38
1293 and request establishment of such Rate. For example, if a Customer requires Collection of 1294 Organic Materials in a fifteen (15) cubic yard Compactor five (5) times per week and the 1295 RA Member -approved Rate schedule does not include this level of service, the 1296 Contractor must request that the RA Member approve a Rate for this level ofservice. 1297 B. Rates for Rate Period One. Rates for Rate Period One, which are presented in Attachment 1298 F3, were determined by Contractor and RA Members and were approved by RA Members 1299 resolution on o r before the execution of the Agreement. The Rates for Rate Period 1300 One shall be effective from the Commencement Date of this Agreement through June 1301 30, 2019.
1302 C. Rates for Subsequent Rate Periods. Rates for subsequent Rate Periods shall be adjusted 1303 annually in accordance with this Section 9.2 and Attachment E. 1304 The index -based adjustment, which is described in Attachment E1, involves use of various 1305 cost adjustment factors (such as the percentage change in the consumer price index and 1306 percentage change in the Approved Facility tipping fees) to calculate adjusted Rates. Such 1307 Rate adjustment calculations shall be performed in strict conformance to the procedures 1308 described in Attachment E1.
1309 D. Rate Structure. The Regional Agency and RA Members and Contractor shall meet and 1310 confer to change the relationship of individual Rates in comparison with other Rates. Any 1311 such changes would occur in conjunction with the annual Rate adjustment process 1312 described in Section 9.2.C or in conjunction with a Rate adjustment resulting from an 1313 extraordinary Rate adjustment in accordance with Section 9.3. Changes to the Rates 1314 charged under the new structure shall be calculated in such a way that the revised Rate 1315 structure generates at least the same amount of total revenue when the number of 1316 accounts at each Service Level are multiplied by the Rates charged for each Service 1317 Level and the totals for all Service Levels are summed. 1318 E. Low Income Rates. Contractor shall offer discounted Rates to low income Customers 1319 subscribing to 20 or 32 -gallon service with the Contractor. The low-income Rate shall 1320 only apply to Single -Family Customers who demonstrate participation in the PG&E 1321 "Lifeline" program or other comparable utility program offering discounts based on a low - 1322 income qualification.
1323 9.3 EXTRAORDINARY RATE ADJUSTMENTS
1324 It is understood that the Contractor accepts the risk for changes in cost of providing services and the 1325 Service Levels requested by Customers and therefore the extraordinary adjustments to Rates shall be 1326 limited to a Change in Law or an RA Member -directed change in scope. If a Change in Law or RA 1327 Member- directed change in scope (pursuant to Section 5.5) occurs, the Contractor may petition the RA 1328 Members for an adjustment to the Rates in excess of the annual adjustment described in Section 9.2. 39
1329 Contractor shall prepare an application for the extraordinary Rate increase. Such submittal shall be 1330 prepared in compliance with the procedures described in Attachment E1 and shall provide all 1331 information requested by the Regional Agency Contract Manager specific to the nature of the request 1332 being made. Contractor shall pay all reasonable costs incurred by the RA Members, including the costs 1333 of outside accountants, attorneys, and/or consultants, in order to make a determination of the 1334 reasonableness of the requested Rate adjustment, up to a maximum for each extraordinary Rate 1335 increase request of Ten Thousand Dollars ($10,000) in the aggregate for all RA Members and Regional 1336 Agency combined. The application shall clearly document the reason for the proposed adjustment, 1337 include calculation of the proposed Rate adjustments, and provide supporting documentation. 1338 If Contractor provides reasonable evidence that a Change in Law or RA Member -directed change has 1339 occurred or will occur, that such change will result in an increase in Contractor's costs of performing this 1340 Agreement, and that such increased costs are reasonable, then Contractor shall be entitled to an 1341 adjustment in rates sufficient to cover such increased costs. 1342 The Regional Agency Contract Manager shall have the right to request any other information that they, 1343 in their sole judgment, determine is necessary to establish the reasonableness or accuracy of 1344 Contractor's request for an extraordinary Rate increase. Contractor's failure to fully cooperate in a 1345 timely manner with any reasonable request for information by the Regional Agency Contract Manager 1346 may result in either the denial of or a delay in the approval of the request for an extraordinary Rate 1347 increase.
1348 9.4 PERFORMANCE INCENTIVES AND DISINCENTIVES
1349 Contractor shall submit an annual report on the Performance Incentives and Disincentives detailed in 1350 Attachment H with submittal of its annual reports to the Regional Agency Contract Manager and RA 1351. Members pursuant to Section 7.3B. Contractor shall pay the RA Member, or the RA Member shall pay 1352 Contractor the net amount, if any, due for Performance Incentives and Disincentives calculated pursuant 1353 to Section 11.6, and Attachment H.
1354 ARTICLE 10: INDEMNIFICATION, INSURANCE AND PERFORMANCE BOND 1355 10.1 INDEMNIFICATION
1356 A. General. Contractor shall indemnify, defend with counsel acceptable to the RA Members, 1357 and hold harmless (to the full extent permitted by law) each RA Member and the Regional 1358 Agency and its officers, officials, employees, volunteers, and agents from and against any 1359 and all claims, liability, loss, injuries, damage, expense, and costs (including without 1360 limitation costs and fees of litigation, including attorneys' and expert witness fees) 1361 (collectively, "Damages") of every nature arising out of or in connection with Contractor's 1362 performance under this Agreement, or its failure to comply with any of its obligations 40
1363 contained in the Agreement, except to the extent such loss or damage was caused by the 1364 sole negligence or willful misconduct of an RA Member or the Regional Agency. 1365 Contractor's duty to defend and indemnify herein shall include for Damages arising from 1366 or attributable to any operations, repairs, clean-up or detoxification, or other plan 1367 (regardless of whether undertaken due to governmental action) concerning any Excluded 1368 Waste collected in the Service Area. The foregoing is intended to operate to defend and 1369 indemnify and hold harmless indemnitees to the full extent permitted for liability 1370 pursuant to 107(e) of CERCLA, 42 U.S.C. 9607(e) and California Health and Safety Code 1371 25364. In addition, Contractor's duty to defend and indemnify herein includes all fines 1372 and/or penalties imposed by the California Department of Resources Recycling and 1373 Recovery, subject to the restrictions set forth in Public Resources Code section 40059.1, if 1374 the requirements of AB 939 or AB 341 are not met by the Contractor with respect to the 1375 waste stream collected under this Agreement, and such failure is (i) due to the failure of 1376 Contractor to meet its obligations under this Agreement, or (ii) due to Contractor delays in 1377 providing information that prevents Contractor or RA Members or the Regional Agency 1378 from submitting reports required by AB 939 or AB 341 in a timely manner. The provisions 1379 of this Section shall survive the termination or expiration of this Agreement. 1380 B. AB 939, AB 341, AB 1846 and Local Ordinance Compliance 1381 Contractor shall perform all education, outreach, monitoring, and reporting for all 1382 Commercial and Residential, including Multi -Family, properties as required by AB 939, 1383 AB 1826, AB 341, and any RA Member or Regional Agency ordinance, solely as set out in 1384 Section 5.1, and in Attachment B. Contractor has developed, and shall implement and 1385 update as necessary a Diversion Plan as provided that, among other things supports and 1386 educates Multi -Family and Commercial Customers on both State and local requirements. 1387 Contractor shall provide all necessary reporting relating to the Regional Agency's 1388 compliance requirements pertaining to AB 939, AB 1826 and AB 341, and as it affects the 1389 County's Integrated Waste Management Plan, solely as required by Section 7.3 and 1390 Attachment D.
1391 C. Excluded Waste. Contractor acknowledges that it is responsible for compliance during the 1392 entire Term of this Agreement with all Applicable Laws. Contractor shall not store, 1393 transport, use, or Dispose of any Excluded Waste except in strict compliance with all 1394 Applicable Laws.
1395 In the event that Contractor negligently or willfully mishandles Excluded Waste in the 1396 course of carrying out its activities under this Agreement, Contractor shall at its sole 1397 expense promptly take all investigatory and/or remedial action reasonably required for 1398 the remediation of such environmental contamination. Prior to undertaking any 1399 investigatory or remedial action, however, Contractor shall first obtain the Regional 1400 Agency Contract Manager's approval of any proposed investigatory or remedial action. 41
1401 Should Contractor fail at any time to promptly take such action, the RA Members may 1402 undertake such action at Contractor's sole cost and expense, and Contractor shall 1403 reimburse the RA Members for all such expenses within thirty (30) calendar days of being 1404 billed for those expenses, and any amount not paid within that thirty (30) calendar day 1405 period shall thereafter be deemed delinquent and subject to the delinquent fee payment 1406 provision of Section 7.1. These obligations are in addition to any defense and indemnity 1407 obligations that Contractor may have under this Agreement. The provisions of this Section 1408 shall survive the termination or expiration of this Agreement. 1409 Notwithstanding the foregoing, Contractor's duties under this subsection shall not extend 1410 to any claims arising from the Disposal of Solid Waste at the Approved Disposal Facility, 1411 including, but not limited to, claims arising under Comprehensive Environmental 1412 Response, Compensation and Liability Act (CERCLA) unless such claim is a direct result of 1413 Contractor's negligence or willful misconduct or Contractor owns or operates the 1414 Approved Disposal Facility.
1415 D. Environmental Indemnity. Contractor shall defend, indemnify, and hold each RA Member 1416 and the Regional Agency harmless against and from any and all claims, suits, losses, 1417 penalties, damages, and liability for damages of every name, kind and description, 1418 including attorneys' fees and costs incurred, attributable to the negligence or willful 1419 misconduct of Contractor in handling Excluded Waste. 1420 E. Related to Propositions 218 and 26. Should there be a Change in Law or a new judicial 1421 interpretation of Applicable Law, including, but not limited to, Article XIII C and D of the 1422 California Constitution (Commonly Proposition 218 and Proposition 26), which impacts 1423 the RA Members' ability to set or change Rates for the Collection services established in 1424 accordance with this Agreement, Contractor agrees to meet and confer with the RA 1425 Members to discuss the impact of such Change in Law on either Party's ability to perform 1426 under this Agreement.
1427 The RA Members shall not be in default of this Agreement, if it is determined by a court of 1428 competent jurisdiction, that RA Members lack the authority to set Rates or increase Rates 1429 for charges related to providing Collection services under this Agreement. Should a court 1430 of competent jurisdiction determine that the Contractor cannot charge and/or increase its 1431 Rates for any charges incorporated into the Rates under this Agreement, Contractor shall 1432 reduce the Rates it charges Customers a corresponding amount, providing said fees, Rates 1433 and/or charges disallowed by the court are not related to the cost of providing service 1434 hereunder and had been incorporated in the Rates charged by Contractor to its 1435 Customers.
1436 Nothing herein is intended to imply that California Constitution, Articles XIIIC or XIIID, 1437 apply to the Rates established for services provided under this Agreement; rather this 42
1438 Section is provided merely to allocate risk of an adverse judicial interpretation between 1439 the Parties.
1440 This provision (i.e., Section 10.1) will survive the expiration or earlier termination of this 1441 Agreement and shall not be construed as a waiver of rights by each RA Member and the 1442 Regional Agency to contribution or Indemnity from third parties. 1443 10.2 INSURANCE
1444 A. General Requirements. Contractor shall, at its sole cost and expense, maintain in effect 1445 always during the Term of this Agreement not less than the following coverage and limits 1446 of insurance:
1447 B. Coverages and Requirements. During the Term of this Agreement, Contractor shall at all 1448 times maintain, at its expense, the following coverages and requirements. The 1449 comprehensive general liability insurance shall include broad form property damage 1450 insurance.
1451 1. Minimum Coverages. Insurance coverage shall be with limits not less than the following:
1452 Comprehensive General Liability — $5,000,000 combined single limit per occurrence for 1453 bodily injury, personal injury, and property damage. The general liability policy must 1454 provide contractual liability coverage for Contractor's indemnities. 1455 Comprehensive Automobile Liability — $5,000,000 combined single limit per accident for 1456 bodily injury and property damage (include coverage for Hired and Non-ownedvehicles). 1457 Environmental liability/Pollution - $5,000,000 per occurrence covering loss (including 1458 cleanup costs) that Contractor becomes legally obligated to pay as a result of claims for 1459 bodily injury, property damage, and cleanup costs (including expenses required by 1460 environmental laws or incurred by federal, state, or local governments or third parties) 1461 resulting from pollution conditions caused by transported cargo (including waste). For the 1462 purposes of this subsection, "pollution conditions" includes the dispersal, discharge, 1463 release, or escape of any solid, liquid, gaseous, or thermal irritant or contaminant (such as 1464 smoke, vapors, soot, fumes, acids, alkalis, toxic chemicals, medical waste, and waste 1465 materials) into or upon land, any structure on land, the atmosphere, or any watercourse 1466 or body of water (including groundwater), provided the conditions are not naturally 1467 present in the environment in the amounts or concentrations discovered. 1468 The liability coverage for pollution must provide contractual liability coverage, by 1469 endorsement or schedule, if necessary, for Contractor Indemnities. 1470 Workers' Compensation — Statutory Limits/Employers' Liability - $1,000,000/accident for 1471 bodily injury or disease.
43
1472 Crime/Employee Dishonesty Insurance (covering theft of money or other property of any 1473 RA Member for which Contractor is legally liable, by any employee of Contractor or any 1474 third party) - $5,000,000 per occurrence.
1475 If Contractor fails to secure and maintain any insurance required by this Agreement, at its 1476 sole option each RA Member or the Regional Agency may secure and maintain that 1477 insurance at their expense and Contractor will pay them their RA Member's 1478 reimbursement costs therefore. This remedy is in addition to each RA Member's right to 1479 declare a Default under Section 11.1 and terminate this agreement under Section 11.2. 1480 2. Additional Insured. Each RA Member and the Regional Agency, its officers, agents, 1481 employees, and volunteers shall be named as additional insured on all but the workers' 1482 compensation and professional liability coverages. 1483 3. Said policies shall remain in force through the life of this Agreement and, with the 1484 exception of professional liability coverage, shall be payable on a "per occurrence" basis 1485 unless the Regional Agency's Risk Manager specifically consents in writing to a "claims 1486 made" basis. For all "claims made" coverage, in the event that the Contractor changes 1487 insurance carriers Contractor shall purchase "tail" coverage or otherwise provide for 1488 continuous coverage covering the Term of this Agreement and not less than three (3) 1489 years thereafter. Proof of such "tail" or other continuous coverage shall be required at 1490 any time that the Contractor changes to a new carrier prior to receipt of any payments 1491 due.
1492 4. The Contractor shall declare all aggregate limits on the coverage before commencing 1493 performance of this Agreement, and the Regional Agency's Risk Manager reserves the 1494 right to require higher aggregate limits to ensure that the coverage limits required for 1495 this Agreement as set forth above are available throughout the performance of this 1496 Agreement
1497 5. The deductibles or self -insured retentions are for the account of Contractor and shall be 1498 the sole responsibility of the Contractor.
1499 6. Each insurance policy shall provide or be endorsed to state that coverage shall not be 1500 suspended, voided, canceled by either Party, reduced in coverage or in limits except 1501 after thirty (30) calendar days prior written notice by certified mail, return receipt 1502 requested, has been given to the Regional Agency Contract Manager ten (10) Business 1503 Days for delinquent insurance premium payments).
1504 7. Insurance is to be placed with insurers with a current A.M. Best Company, Inc. rating of no 1505 less than A -VII, unless otherwise approved by the Regional Agency Risk Manager. 44
1506 8. The policies shall cover all activities of Contractor, its officers, employees, agents and 1507 volunteers arising out of or in connection with this Agreement. 1508 9. For any claims relating to this Agreement, the Contractor's insurance coverage shall be 1509 primary, including as respects each RA Member and the Regional Agency, its officers, 1510 agents, employees, and volunteers. Any insurance maintained by each RA Member 1511 and the Regional Agency shall apply in excess of, and not contribute with, insurance 1512 provided by Contractor's liability insurance policy. 1513 10. The Contractor shall waive all rights of subrogation against each RA Member and the 1514 Regional Agency, its officers, employees, agents, and volunteers. 1515 11. Insurance Coverage Requirements for Subcontractors. Contractor will ensure all 1516 Subcontractors performing Collection by providing evidence that either:
1517 (1) Contractor is maintaining insurance required by this Section covering the activities of 1518 Subcontractors, or
1519 (2) those Subcontractors are maintaining that insurance. 1520 At the RA Representative's request, Contractor will promptly provide the RA 1521 Representative with copies of evidence of Subcontractor insurance coverage within 10 1522 days of being insured and/or within 10 days of the RA Representative's request. 1523 C. Evidence of Coverage. Contractor will deliver certificates of insurance, original 1524 endorsements, schedules and other evidence of coverage as required by this agreement 1525 and/or requested by and acceptable to at the RA Representative, at the following times:
1526 (1) on or before the Agreement Execution Date,
1527 (2) promptly upon renewal of policies, and
1528 (3) within 10 days of the RA Representative's request. 1529 The certificates or endorsements are to be signed by a Person authorized by that insurer 1530 to bind coverage on its behalf. All certificates or endorsements are to be received by, and 1531 are subject to the approval of, the Regional Agency Risk Manager before work 1532 commences.
1533 1. Certificates of Insurance. Contractor will provide Certificates (or other evidence of 1534 coverage) containing at a minimum, the following information:
1535 (1) Agreement name: specifically identify this Agreement (for example, UNDER 1536 DESCRIPTION OF OPERATIONS), and if necessary to secure contractual liability coverage as 45
1537 an "insured contract" or otherwise, include a schedule or endorsement that specifically 1538 identifies this Agreement;
1539 (2) Types, policy numbers, policy effective / expiration dates and limits: clearly evidence 1540 all types and limits of coverage required under this Agreement, together with the 1541 following:
1542
- policy numbers,
1543 - effective / expiration dates, and
1544 - certificate of insurance that clearly evidences the required type of coverage (such as 1545 "pollution liability" under TYPE OF INSURANCE - OTHER) together with a summary 1546 description of its coverage (such as "pollution conditions caused by transported cargo" 1547 under SPECIAL PROVISIONS);
1548 (3) 30 days' cancellation notice: contain the express condition that each RA Member and 1549 the Regional Agency must be given written notice by mail at least 30 days in advance of 1550 cancellation for all policies evidenced on the certificate of insurance. Endorsements 1551 cannot contain mere "best effort" modifiers or relieve the insurer from its responsibility to 1552 give that notice and the cancellation information on the certificate of insurance must 1553 delete language such as "failure to do so shall impose no obligation or liability of any kind 1554 upon the insurer, its agents or representatives".
1555 (4) Deductibles and self -insured retentions: identify any deductibles and self -insured 1556 retention. Upon request of the RA Representative, Contractor will reduce any self -insured 1557 retention as it applies to any RA Member or provide a letter of credit, certificate of 1558 deposit or other financial assurance acceptable to the RA Representative guaranteeing 1559 payment of all retained losses and related costs and expenses related to investigations, 1560 claims administrations, and legal defense. The letter of credit or certificate of deposit 1561 must be provided by a bank satisfactory to the RA Representative; and 1562 (5) Claims made: if any insurance coverage is written on a claims -made form (such as 1563 pollution liability), evidence that the "retro date" is before the Agreement Execution Date. 1564 Contractor must maintain that coverage for at least 5 years after the Termination Date 1565 and provide each RA Member promptly with evidence of that coverage at each RA 1566 Member direction. THIS PROVISION SURVIVES THE TERMINATION OF THIS AGREEMENT; 1567 and
1568 2. Endorsements: Contractor must provide copies of the following endorsements or other 1569 documentation satisfactory to the RA Representative:
1570 (1) additional insured endorsement to each liability policy, explicitly adding each RA 1571 Member, the Regional Agency and their respective "officers and employees" as insured; 46
1572 (2) waiver of subrogation; and
1573 (3) insurance is primary and not contributing with any other insurance or self32 insurance 1574 programs maintained by an RA Member, the Regional Agency, and their respective 1575 officers and employees.
1576 3. Schedules: Contractor must provide schedules or other evidence that liability policies 1577 provide contractual liability coverage for Indemnities, such as listing this Agreement as an 1578 "insured contract".
1579 4. Sitmature Verification. At the RA Representative's request, Contractor must provide 1580 documentation verifying that the individual signing or countersigning the certificates, 1581 policies, endorsements, or other evidence of coverage is authorized to do so and identifies 1582 his or her company affiliation and title. The RA Representative may require complete, 1583 certified copies of Contractor's insurance policies at any time. 1584 D. Renewals. During the Term of this Agreement, Contractor shall furnish the Regional 1585 Agency Contract Manager with certificates or original endorsements reflecting renewals, 1586 changes in insurance companies, and any other documents reflecting the maintenance of 1587 the required coverage throughout the entire Term of this Agreement. The certificates or 1588 endorsements are to be signed by a Person authorized by that insurer to bind coverage on 1589 its behalf.
1590 E. Workers' Compensation. Contractor shall provide workers' compensation coverage as 1591 required by State law, and prior to the Effective Date pursuant to this Agreement, 1592 Contractor shall file the following statement with each RA Member and the Regional Agency. 1593 "I am aware of the provisions of Paragraph 3700 of the Labor Code that require every 1594 employer to be insured against liability for workers' compensation or to undertake 1595 self-insurance in accordance with the provisions of that code, and I will comply with such 1596 provisions before commencing any services required by this Agreement. 1597 The Person executing this Certificate on behalf of Contractor affirmatively represents that 1598 she/he has the requisite legal authority to do so on behalf of Contractor, and both the 1599 Person executing this Agreement on behalf of Contractor and Contractor understand that 1600 each RA Member and the Regional Agency is relying on this representation in entering 1601 into thisAgreement."
1602 F. Notice of Claims. If any Person makes a claim against Contractor or any Subcontractor 1603 exceeding the amount of any deductibles or self -insured retentions, Contractor will 1604 promptly notify the RA Representative thereof.
47
1605 G. Contractor Accounting. Contractor will institute a comprehensive accounting system 1606 satisfactory to the RA Representative to monitor all insurance requirements under this 1607 Agreement, including those of its Subcontractors.
1608 H. Contractor Compliance. Contractor will comply with all requirements of its insurance 1609 policies and insurers.
1610 10.3 PERFORMANCE BOND
1611 Within seven (7) calendar days of receiving notice that all the RA Members have executed this 1612 Agreement, Contractor shall file with the Regional Agency a bond, payable to each RA Member, securing 1613 the Contractor's performance of its obligations under this Agreement, and such bond shall be renewed 1614 annually if necessary so that the performance bond is maintained always during the Term. The principal 1615 sum of the bond shall be $625,000 for the County of San Benito, $1,270,000 for the City of Hollister and 1616 $45,000 for the City of San Juan Bautista and shall be adjusted every three (3) years, commencing with 1617 Rate Period Three, so that the bond amount equals three (3) months of the prior Rate Period's annual 1618 Gross Receipts. The bond shall be executed as surety by a corporation authorized to issue surety bonds 1619 in the State of California that has a rating of A or better in the most recent edition of Best's Key Rating 1620 Guide, and that has a record of service and financial condition satisfactory to the Agency. The bond shall 1621 be in the form attached as Attachment I.
1622 ARTICLE 11: DEFAULT AND REMEDIES
1623 11.1 EVENTS OF DEFAULT
1624 All provisions of the Agreement are considered material. Each of the following shall constitute an event 1625 of default.
1626 A. Fraud or Deceit. Contractor practices, or attempts to practice, any fraud or deceit upon 1627 the Regional Agency or RA Members.
1628 B. Insolvency or Bankruptcy. Contractor becomes insolvent, unable, or unwilling to pay its 1629 debts, or upon listing of an order for relief in favor of Contractor in a bankruptcy 1630 proceeding.
1631 C. Failure to Maintain Coverage. Contractor fails to provide or maintain in full force and 1632 affect the Workers' Compensation, liability, or indemnification coverage as required by 1633 this Agreement.
1634 D. Violations of Regulation. Contractor violates any orders or filings of any regulatory body 1635 having authority over Contractor relative to this Agreement, provided that Contractor may 1636 contest any such orders or filings by appropriate proceedings conducted in good faith, in 1637 which case no breach or default of this Agreement shall be deemed to have occurred 48
1638 unless and until the regulatory body or court determines Contractor violated such order or 1639 filing.
1640 E. Violations of Applicable Law. Contractor violates Applicable Law relative to this 1641 Agreement.
1642 F. Failure to Perform Direct Services. Contractor ceases to provide Collection, 1643 Transportation, or Processing services as required under this Agreement for a period of 1644 two (2) consecutive calendar days or more, for any reason within the control of 1645 Contractor.
1646 G. Failure to Pay or Report. Contractor fails to make any payments to the Regional Agency or 1647 RA Members required under this Agreement including payment of Regional Agency or RA 1648 Member fees or Liquidated Damages or refuses to provide the Regional Agency or RA 1649 Members with required information, reports, and/or records in a timely manner as 1650 provided for in the Agreement.
1651 H. Acts or Omissions. Any other act or omission by Contractor which violates the terms, 1652 conditions, or requirements of this Agreement, the Act, as it may be amended from time 1653 to time, or any law, statute, ordinance, order, directive, rule, or regulation issued there 1654 under and which is not corrected or remedied within the time set in the written notice of 1655 the violation or, if Contractor cannot reasonably correct or remedy the breach within the 1656 time set forth in such notice, if Contractor should fail to commence to correct or remedy 1657 such violation within the time set forth in such notice and diligently effect such correction 1658 or remedy thereafter.
1659 I. False, Misleading, or Inaccurate Statements. Any representation or disclosure made to 1660 the Regional Agency or RA Members by Contractor in connection with or as an 1661 inducement to entering into this Agreement, or any future amendment to this Agreement, 1662 which proves to be false or misleading in any material respect as of the time such 1663 representation or disclosure is made, whether or not any such representation or 1664 disclosure appears as part of this Agreement; and, any Contractor- provided report 1665 containing a misstatement, misrepresentation, data manipulation, or an omission of fact 1666 or content explicitly defined by the Agreement, excepting non -numerical typographical 1667 and grammatical errors.
1668 J. Seizure or Attachment. There is a seizure of, attachment of, or levy on, some or all of 1669 Contractor's operating equipment, including without limits its equipment, maintenance or 1670 office facilities, Approved Facility (ies), or any part thereof. 1671 K. Suspension or Termination of Service. There is any termination or suspension of the 1672 transaction of business by Contractor related to this Agreement, including without limit, 49
1673 due to labor unrest including strike, work stoppage or slowdown, sick-out, picketing, or 1674 other concerted job action lasting more than two (2) calendar days. 1675 L. Criminal Activity. Contractor, its officers, managers, or employees are found guilty of 1676 criminal activity related directly or indirectly to performance of this Agreement or any 1677 other agreement held with the Regional Agency or RA Members. 1678 M. Assignment without Approval. Contractor transfers or assigns this Agreement without the 1679 expressed written approval of the RA Members unless the assignment is permitted 1680 without approval of each RA Member pursuant to Section 12.6. 1681 N. Failure to Provide Proposal or Implement Change in Service. Contractor fails to provide a 1682 proposal for new services or changes to services or fails to implement a change in service 1683 as requested by the RA Member as specified in Section 5.5. 1684 O. Failure to Perform Any Obligation. Contractor fails to perform any obligation established 1685 under this Agreement.
1686 11.2 RIGHT TO TERMINATE UPON EVENT OF DEFAULT
1687 Contractor shall be given ten (10) Business Days from written notification by the RA Member to cure any 1688 default which, in the RA Member's sole opinion, creates a potential public health and safety threat. 1689 Contractor shall be given ten (10) Business Days from written notification by the RA Member to cure any 1690 default arising under subsections C, E, F, I, J, and K in Section 11.1 provided, however, that the RA 1691 Member shall not be obligated to provide Contractor with a notice and cure opportunity if the 1692 Contractor has committed the same or similar breach/default within a twenty-four (24) month period. 1693 Contractor shall be given thirty (30) calendar days from written notification by the RA Member to cure 1694 any other default (which is not required to be cured within ten (10) Business Days); however, the RA 1695 Member shall not be obligated to provide Contractor with a notice and cure opportunity if the 1696 Contractor has committed the same or similar breach/default within a twenty-four (24) month period. 1697 11.3 RA MEMBER'S REMEDIES IN THE EVENT OF DEFAULT
1698 Upon Contractor's default, the RA Members have the following remedies in the event of Contractor 1699 default:
1700 A. Waiver of Default. The RA Members may waive any event of default or may waive 1701 Contractor's requirement to cure a default event if the RA Members determine that such 1702 waiver would be in the best interest of the RA Members. RA Members' waiver of an event 1703 of default is not a waiver of future events of default that may have the same or similar 1704 conditions.
50
1705 B. Suspension of Contractor's Obligation. The RA Members may suspend Contractor's 1706 performance of its obligations if Contractor fails to cure default in the time frame 1707 specified in Section 11.2 until such time the Contractor can provide assurance of 1708 performance in accordance with Section 11.8.
1709 C. Liquidated Damages. The RA Members may assess Liquidated Damages for Contractor's 1710 failure to meet specific performance standards pursuant to Section 11.6 and Attachment 1711 G.
1712 D. Termination. In the event that Contractor should default and subject to the right of the 1713 Contractor to cure, in the performance of any provisions of this Agreement, and the 1714 default is not cured for any default within ten (10) calendar days if the default creates a 1715 potential public health and safety threat or arises under Section 11.1.C., E, F, I, J, or K, or 1716 otherwise thirty (30) calendar days after receipt of written notice of default from the RA 1717 Members, then the RA Members may, at their option, terminate this Agreement and/or 1718 hold a hearing at its governing body meeting to determine whether this Agreement 1719 should be terminated. In the event RA Members decides to terminate this Agreement, the 1720 RA Members shall serve twenty (20) calendar days written notice of its intention to 1721 terminate upon Contractor. In the event RA Member exercises its right to terminate this 1722 Agreement, the RA Members may, at their option, upon such termination, either directly 1723 undertake performance of the services or arrange with other Persons to perform the 1724 services with or without a written agreement. This right of termination is in addition to 1725 any other rights of the RA Members upon a failure of Contractor to perform its obligations 1726 under this Agreement.
1727 Contractor shall not be entitled to any further revenues from Collection operations 1728 authorized hereunder from and after the date of termination. 1729 E. Other Available Remedies. The RA Members' election of one (1) or more of the remedies 1730 described herein shall not limit the RA Members from all other remedies at law and in 1731. equity including injunctive relief, etc.
1732 11.4 POSSESSION OF RECORDS UPON TERMINATION
1733 In the event of termination for an event of default, the Contractor shall furnish the Regional Agency 1734 Contract Manager with immediate access to all its business records, including without limitation, 1735 proprietary Contractor computer systems, related to its Customers, Collection routes, and billing of 1736 accounts for Collection services.
1737 11.5 RA MEMBER'S REMEDIES CUMULATIVE; SPECIFIC PERFORMANCE 1738 The RA Member's rights to terminate the Agreement under Section 11.2, and to take possession of the 1739 Contractor's records under Section 11.4 are not exclusive, and the RA Member's termination of the 1740 Agreement and/or the imposition of Liquidated Damages shall not constitute an election of remedies. 51
1741 Instead, these rights shall be in addition to all other legal and equitable rights and remedies which the 1742 RA Members may have.
1743 By the nature of this Agreement, the urgency of timely, continuous, and high -quality service; the lead 1744 time required to effect alternative service; and, the rights granted by the RA Members to the 1745 Contractor, the remedy of damages for a breach hereof by Contractor is inadequate and the RA 1746 Members shall be entitled to injunctive relief (including but not limited to specific performance). 1747 11.6 PERFORMANCE STANDARDS AND LIQUIDATED DAMAGES
1748 A. General. The Parties find that as of the time of the execution of this Agreement, it is 1749 impractical, if not impossible, to reasonably ascertain the extent of damages which shall 1750 be incurred by the RA Members because of a breach by Contractor of its obligations under 1751 this Agreement. The factors relating to the impracticability of ascertaining damages 1752 include, but are not limited to, the fact that: (i) substantial damage results to members of 1753 the public who are denied services or denied quality or reliable service; (ii) such breaches 1754 cause inconvenience, anxiety, frustration, and deprivation of the benefits of the 1755 Agreement to individual members of the general public for whose benefit this Agreement 1756 exists, in subjective ways and in varying degrees of intensity which are incapable of 1757 measurement in precise monetary terms; (iii) that exclusive services might be available at 1758 substantially lower costs than alternative services and the monetary loss resulting from 1759 denial of services or denial of quality or reliable services is impossible to calculate in 1760 precise monetary terms; and, (iv) the termination of this Agreement for such breaches, 1761 and other remedies are, at best, a means of future correction and not remedies which 1762 make the public whole for past breaches.
1763 B. Service Performance Standards; Liquidated Damages for Failure to Meet Standards. The 1764 Parties further acknowledge that consistent, reliable Collection services are of utmost 1765 importance to the RA Members and that the RA Members have considered and relied on 1766 Contractor's representations as to its quality of service commitment in awarding the 1767 Agreement to it. The Parties recognize that some quantified standards of performance are 1768 necessary and appropriate to ensure consistent and reliable service and performance. The 1769 Parties further recognize that if Contractor fails to achieve the performance standards or 1770 fails to submit required documents in a timely manner, RA Members and its residents and 1771 businesses will suffer damages, and that it is, and will be, impractical and extremely 1772 difficult to ascertain and determine the exact amount of damages which the RA Members 1773 will suffer. Therefore, without prejudice to RA Members' right to treat such 1774 non-performance as an event of default under this Section, the Parties agree that the 1775 Liquidated Damages amounts established in Attachment G of this Agreement represent a 1776 reasonable estimate of the amount of such damages considering all of the circumstances 1777 existing on the Effective Date of this Agreement, including the relationship of the sums to 1778 the range of harm to the RA Members that reasonably could be anticipated and the 1779 anticipation that proof of actual damages would be costly or impractical. 52
1780 Contractor agrees to pay (as Liquidated Damages and not as a penalty) the amounts set 1781 forth in the Performance Standards and Liquidated Damages, Attachment G. 1782 In addition to considering the reports submitted by Contractor pursuant to Section 7.3, 1783 the RA Members may determine the occurrence of events giving rise to liquidated 1784 damages through the observation of its own employees or agents, through discussions 1785 with Customers, and through investigation of Customer complaints made directly to the 1786 Regional Agency or RA Members. Prior to assessing Liquidated Damages based on such 1787 observations or investigations, the Regional Agency shall give Contractor notice of its 1788 intention to do so. The notice will also include a brief description of the incident(s)/non- 1789 performance. Contractor may review (and make copies at its own expense) all non - 1790 confidential information in the possession of the Member Agencies or Regional Agency 1791 relating to incident(s)/non-performance. Contractor may, within ten (10) Days after 1792 receiving the notice, request a meeting with Regional Agency Contract Manager or his or 1793 her designee. Contractor may present evidence in writing and through testimony of its 1794 employees and others relevant to the incident(s)/non-performance. The Regional Agency 1795 Contract Manager or his or her designee will provide Contractor with a written 1796 explanation of her or her determination on each incident(s)/non-performance prior to 1797 authorizing the assessment of Liquidated Damages. The decision of the Regional Agency 1798 Contract Manager or his or her designee shall be final. 1799 C. Two -Phase Performance Management. The Parties desire to minimize the time and cost 1800 involved in monitoring Contractor's performance under this Agreement, particularly about 1801 the assessment of Liquidated Damages. Attachment G to this Agreement identifies each 1802 "Performance Area" for which the RA Members desire to establish performance standards 1803 for this Agreement. Contractor's performance within each "Performance Area" shall be 1804 primarily monitored using the "Performance Indicator" described for each. The RA 1805 Members shall not assess Liquidated Damages for the "Specific Performance Measures" 1806 identified in Attachment G unless Contractor fails to meet the minimum standard for the 1807 "Performance Indicator" within the same "Performance Area". 1808 D. Amount. The RA Members may assess Liquidated Damages for each calendar day or 1809 event, as appropriate, that Contractor is determined to be liable in accordance with this 1810 Agreement in the amounts specified in Attachment G subject to annual adjustment 1811 described below.
1812 E. Timing of Payment. Contractor shall pay any Liquidated Damages assessed by the RA 1813 Members within ten (10) Business Days of the date the Liquidated Damages are assessed. 1814 If they are not paid within the ten (10) Business Day period, RA Members may proceed 1815 against the performance bond required by the Agreement, order the termination of the 1816 rights or "franchise" granted by this Agreement, or all the above. 53
1817 11.7 EXCUSE FROM PERFORMANCE
1818 The Parties shall be excused from performing their respective obligations hereunder and from any 1819 obligation to pay Liquidated Damages to the extent and for the period of time they are prevented from 1820 so performing by reason of floods, earthquakes, other acts of nature, war, civil insurrection, riots, acts of 1821 any government (including judicial action), and other similar catastrophic events which are beyond the 1822 control of and not the fault of the Party claiming excuse from performance hereunder. In the case of 1823 labor unrest or job action directed at a third party over whom Contractor has no control, the inability of 1824 Contractor to provide services in accordance with this Agreement due to the unwillingness or failure of 1825 the third party to: (i) provide reasonable assurance of the safety of Contractor's employees while 1826 providing such services; or, (ii) make reasonable accommodations with respect to Container placement 1827 and point of Delivery, time of Collection, or other operating circumstances to minimize any 1828 confrontation with pickets or the number of Persons necessary to make Collections shall, to that limited 1829 extent, excuse performance. The foregoing excuse shall be conditioned on Contractor's cooperation in 1830 performing Collection services at different times and in different locations. Further, in the event of labor 1831 unrest, including but not limited to strike, work stoppage or slowdown, sickout, picketing, or other 1832 concerted job action conducted by the Contractor's employees or directed at the Contractor, or a 1833 subsidiary, the Contractor shall not be excused from performance. In such case, Contractor shall 1834 continue to provide a reasonably satisfactory level of performance during the pendency thereof, but the 1835 Contractor shall not be required to adhere strictly to the specific requirements of this Agreement 1836 regarding routes, Collection times or similar matters; provided, however, that in no event shall more 1837 than seven (7) calendar days elapse between pickups for Residential and Commercial Customers. 1838 The Party claiming excuse from performance shall, within two (2) calendar days after such Party has 1839 notice of such cause, give the other Party notice of the facts constituting such cause and asserting its 1840 claim to excuse under this Section.
1841 If either Party validly exercises its rights under this Section, the Parties hereby waive any claim against 1842 each other for any damages sustained thereby.
1843 The partial or complete interruption or discontinuance of Contractor's services caused by one (1) or 1844 more of the events described in this Section shall not constitute a default by Contractor under this 1845 Agreement. Notwithstanding the foregoing, however, if Contractor is excused from performing its 1846 obligations hereunder for any of the causes listed in this Section for a period of thirty (30) calendar days 1847 or more, each RA Member shall nevertheless have the right, in its sole discretion, to terminate this 1848 Agreement by giving ten (10) Business Days' notice to Contractor, in which case the provisions of Section 1849 11.2 shall apply.
1850 11.8 RIGHT TO DEMAND ASSURANCES OF PERFORMANCE
1851 The Parties acknowledge that it is of the utmost importance to the RA Members and the health and 1852 safety of all those members of the public residing or doing business within the Regional Agency Service 1853 Area who will be adversely affected by interrupted waste management service, that there is no material 1854 interruption in services provided under this Agreement. 54
1855 If Contractor: (i) is the subject of any labor unrest including work stoppage or slowdown, sick-out, 1856 picketing or other concerted job action; (ii) appears in the reasonable judgment of RA Members to be 1857 unable to regularly pay its bills as they become due; or, (iii) is the subject of a civil or criminal judgment 1858 or order entered by a Federal, State, regional or local agency for violation of an Applicable Law, and the 1859 RA Members believe in good faith that Contractor's ability to perform under the Agreement has thereby 1860 been placed in substantial jeopardy, the RA Members may, at their sole option and in addition to all 1861 other remedies it may have, demand from Contractor reasonable assurances of timely and proper 1862 performance of this Agreement, in such form and substance as the RA Members believe in good faith is 1863 reasonably necessary in the circumstances to evidence continued ability to perform under the 1864 Agreement. If Contractor fails or refuses to provide satisfactory assurances of timely and proper 1865 performance in the form and by the date required by the RA Members, such failure or refusal shall be an 1866 event of default for purposes of Section 11.1.
1867 ARTICLE 12: OTHER AGREEMENTS OF THE PARTIES
1868 12.1 RELATIONSHIP OF PARTIES
1869 The Parties intend that Contractor shall perform the services required by this Agreement as an 1870 independent Contractor engaged by the RA Members and neither as an officer nor employee of the RA 1871 Members, nor as a partner or agent of, or joint venturer with, the RA Members. No employee or agent 1872 of Contractor shall be, or shall be deemed to be, an employee or agent of the RA Members. Contractor 1873 shall have the exclusive control over the manner and means of performing services under this 1874 Agreement, except as expressly provided herein. Contractor shall be solely responsible for the acts and 1875 omissions of its officers, employees, Subcontractors and agents. Neither Contractor nor its officers, 1876 employees, Subcontractors, and agents shall obtain any rights to retirement benefits, workers' 1877 compensation benefits, or any other benefits which accrue to RA Members' employees by their 1878 employment with RA Members.
1879 12.2 COMPLIANCE WITH LAW
1880 Contractor shall always, at its sole cost, comply with all Applicable Laws, permits and licenses of the 1881 United States, the State, County of San Benito, and the RA Members and with all applicable regulations 1882 promulgated by Federal, State, regional or local administrative and regulatory agencies, now in force 1883 and as they may be enacted, issued or amended during the Term. 1884 12.3 GOVERNING LAW
1885 This Agreement shall be governed by, and construed and enforced in accordance with, the laws of 1886 California.
55
1887 12.4 JURISDICTION
1888 Any lawsuits between the Parties arising out of this Agreement shall be brought and concluded in the 1889 courts of San Benito County in the State of California, which shall have exclusive jurisdiction over such 1890 lawsuits. With respect to venue, the Parties agree that this Agreement is made in and will be performed 1891 in San Benito County.
1892 12.5 BINDING ON SUCCESSORS
1893 The provisions of this Agreement shall inure to the benefit to and be binding on the successors and 1894 permitted assigns of the Parties.
1895 12.6 ASSIGNMENT
1896 Neither Party shall assign its rights nor delegate or otherwise transfer its obligations under this 1897 Agreement to any other Person without the prior written consent of the other Party. Any such 1898 assignment made without the consent of the other Party shall be void and the attempted assignment 1899 shall constitute a material breach of this Agreement. 1900 For purposes of this Section, "assignment" shall include, but not be limited to: (i) a sale, exchange or 1901 other transfer of substantially all of Contractor's local, regional, and/or corporate assets dedicated to 1902 service under this Agreement to a third party; (ii) a sale, exchange or other transfer of ten (10) percent 1903 or more of the local, regional, and/or corporate assets, stock, or ownership of Contractor to a Person 1904 (other than a transfer of shares in Contractor by the owner of such shares to a revocable trust for the 1905 benefit of his family or to another owner of shares in Contractor) except that no cumulative sale, 1906 exchange, or transfer of shares may exceed twenty (20) percent during the Term of the Agreement 1907 (other than a transfer of shares in Contractor by the owner of such shares to a revocable trust for the 1908 benefit of his family or to another owner of shares in Contractor); (iii) any reorganization, consolidation, 1909 merger, recapitalization, stock issuance or re -issuance, voting trust, pooling agreement, escrow 1910 arrangement, liquidation or other transaction to which Contractor or any of its shareholders is a party 1911 which results in a change of ownership or control of ten (10) percent or more of the value or voting 1912 rights in the local, regional, and/or corporate stock of Contractor; (iv) divestiture of an Affiliate (e.g., 1913 trucking company, materials recovery facility, transfer station, etc.) used by Contractor to fulfill its 1914 obligations under this Agreement; and, (v) any combination of the foregoing (whether or not in related 1915 or contemporaneous transactions) which has the effect of any such transfer or change of local, regional, 1916 and/or corporate ownership and/or control of Contractor. For purposes of this Section, the term 1917 "proposed assignee" shall refer to the proposed transferee(s) or other successor(s) in interest pursuant 1918 to the assignment.
1919 Contractor acknowledges that this Agreement involves rendering a vital service to RA Members' 1920 residents and businesses, and that each RA Member has selected Contractor to perform the services 1921 specified herein based on: (i) Contractor's experience, skill, and reputation for conducting its Solid 1922 Waste, Recyclables, and Organics management operations in a safe, effective, and responsible fashion, 1923 at all times in keeping with applicable waste management laws, regulations, and good waste 56
1924 management practices; and, (ii) Contractor's financial resources on a local, regional, and/or corporate 1925 level to maintain the required equipment and to support its indemnity obligations to each RA Member 1926 under this Agreement. Each RA Member has relied on each of these factors, among others, in choosing 1927 Contractor to perform the services to be rendered by Contractor under this Agreement. 1928 If Contractor requests RA Members' consideration of and consent to an assignment, the RA Members 1929 may deny or approve such request in their complete discretion. No request by Contractor for consent to 1930 an assignment need be considered by each RA Member unless and until Contractor has met the 1931 following requirements. The RA Member may, in its sole discretion, waive one (1) or more of these 1932 requirements.
1933 A. On the date, the Contractor submits a written request for each RA Member written 1934 consent of an assignment, Contractor shall pay each RA Member a transfer fee in the 1935 amount of one (1) percent of the Gross Receipts for the most -recently completed Rate 1936 Period.
1937 B. Contractor shall undertake to pay each RA Member its reasonable expenses for attorneys', 1938 consultants', accountants' fees, staff time, and investigation costs necessary to investigate 1939 the suitability of any proposed assignee, and to review and finalize any documentation 1940 required as a condition for approving any such assignment. 1941 C. Contractor shall furnish each RA Member with audited financial statements of the 1942 proposed assignee's operations for the immediately preceding three (3) operating years. 1943 D. Contractor shall furnish each RA Member with satisfactory proof: (i) that the proposed 1944 assignee has at least ten (10) years of Solid Waste, Recyclable Materials, and Organic 1945 Materials management experience on a scale equal to or exceeding the scale of 1946 operations conducted by Contractor under this Agreement; (ii) that in the last five (5) 1947 years, the proposed assignee has not suffered any citations or other censure from any 1948 Federal, State or local contractor having jurisdiction over its waste management 1949 operations due to any significant failure to comply with State, Federal or local waste 1950 management laws and that the assignee has provided the RA Member with a complete list 1951 of such citations and censures; (iii) that the proposed assignee has at all times conducted 1952 its operations in an environmentally safe and conscientious fashion; (iv) that the proposed 1953 assignee conducts its operations and management practices in accordance with sound 1954 waste management practices in full compliance with all Federal, State, and local laws 1955 regulating the Collection, Transportation, Processing and Disposal of Solid Waste, 1956 Recyclable Materials, and Organic Materials, including Hazardous Waste; and, (v) that any 1957 other information required by the RA Member demonstrates that the proposed assignee 1958 can fulfill the terms of this Agreement in a timely, safe and effective manner. 57
1959 E. Contractor shall provide each RA Member with any and all additional records or 1960 documentation which, in the RA Member's sole determination, would facilitate the review 1961 of the proposed assignment.
1962 Under no circumstances shall any proposed assignment be considered by the RA Member 1963 if Contractor is in default at any time during the period of consideration. If, in the RA 1964 Member's sole determination, there is any doubt regarding the compliance of the 1965 Contractor with the Agreement, the RA Member may require an audit of the Contractor's 1966 compliance and the costs of such audit shall be paid by Contractor in advance of the 1967 performance of said audit.
1968 12.7 NO THIRD PARTY BENEFICIARIES
1969 This Agreement is not intended to, and will not be construed to, create any right on the part of any third 1970 party to bring an action to enforce any of its terms. 1971 12.8 WAIVER
1972 The waiver by either Party of any breach or violation of any provisions of this Agreement shall not be 1973 deemed to be a waiver of any breach or violation of any other provision nor of any subsequent breach 1974 of or violation of the same or any other provision. The subsequent acceptance by either Party of any 1975 monies which become due hereunder shall not be deemed to be a waiver of any pre-existing or 1976 concurrent breach or violation by the other Party of any provision of this Agreement. 1977 12.9 NOTICE PROCEDURES
1978 All notices, demands, requests, proposals, approvals, consents, and other communications, which this 1979 Agreement requires, authorizes or contemplates, shall be in writing and shall either be personally 1980 delivered to a representative of the Parties at the address below or deposited in the United States mail, 1981 first class postage prepaid, addressed as follows:
1982 If to Regional Agency Contract Manager:
1983
1984
1985
1986
1987
1988 If to Hollister:
1989
1990
1991.
1992
Kathleen Gallagher
County of San Benito
Resource Management Agency— IWM Department
2301 Technology Parkway, Hollister, CA 95023
[email protected]
Phone: 831-637-5313 Ext.303
Bill Avera, City Manager
City of Hollister
375 Fifth Street, Hollister, CA 95023
[email protected]
Phone: (831) 636-4300 x15
1993 If to San Juan Bautista: Michaele LaForge, City Manager 1994 City of San Juan Bautista
58
1995
1996
1997
1998
1999 If to San Benito County:
2000
2001
2002
2003
311 Second Street, P.O. Box 1420
San Juan Bautista, CA 95045
[email protected]
Phone: (831) 623-4661, Fax: (831) 623-4093
Ray Espinosa, County Administrative Officer
County of San Benito
481 4th St., 1st Floor, Hollister, CA 95023-3840
[email protected]
Phone: (831) 636-4000, Fax: 831.636.4010
2004 If to Contractor: Phil Couchee, General Manager
2005 Recology San Benito County
2006 1351 Pacheco Pass Hwy, Gilroy, CA 95020
2007 [email protected]
2008 Phone: (408)846-1395, Fax: 408-461-0530
2009 with a copy to:
2010
2011 Recology Inc.
2012 Attn: Legal Department
2013 50 California Street, 24th Floor
2014 San Francisco, CA 94111
2015
2016 The address to which communications may be delivered may be changed from time to time by a notice 2017 given in accordance with this Section. Notice shall be deemed given on the day it is personally delivered 2018 or, if mailed, three (3) calendar days from the date it is deposited in the mail. 2019 12.10 REPRESENTATIVES OF THE PARTIES
2020 A. RA Members. References in this Agreement to the "RA Members" shall mean RA 2021. Members' elected bodies and shall refer to each RA Member separately or all RA 2022 Members depending on the context and whether all RA Members have the same RA 2023 Representative, as provided herein. Each RA Member has delegated authority to exercise 2024 its rights, remedies and options under this Agreement, and to administer this Agreement 2025 to an RA Representative. At the time of the Effective Date, each RA Member has identified 2026 the same individual as its RA Representative; such individual will be the Regional Agency 2027 Contract Manager, as described in Section 6.8 and identified in Section 12.9. At each RA 2028 Member's sole discretion, upon notice to Contractor and all other RA Members, an RA 2029 Member may change its designation for its RA Representative, in which case, that RA 2030 Representative will exercise the RA Member's right, remedies, and options under this 2031 Agreement, and shall administer this Agreement with respect to that RA Member's 2032 jurisdiction separately than the other RA Representatives do with respect to their 2033 respective jurisdictions.
59
2034 The RA Representative has the authority to exercise each RA Member's rights, remedies 2035 and options under this Agreement and to administer this Agreement, except with respect 2036 to:
2037 (1) extending the Term for an additional year or more, 2038 (2) suspending or terminating the Agreement,
2039 (3) approving or disapproving Transfer of this Agreement, 2040 (4) amending this Agreement, and
2041 (5) exercising any delegation of authority contrary to Applicable Law. 2042 All the above actions require approval by each RA Member's elected body. 2043 B. Contractor. The Contractor shall, by the Effective Date, designate in writing a responsible 2044 officer who shall serve as the representative of the Contractor in all matters related to the 2045 Agreement and shall inform the RA Members in writing of such designation and of any 2046 limitations upon his or her authority to bind the Contractor. 2047 The RA Members may rely upon action taken by such designated representative as actions 2048 of the Contractor unless they are outside the scope of the authority delegated to him/her 2049 by the Contractor as communicated to the RA Members. 2050 ARTICLE 13: MISCELLANEOUS AGREEMENTS
2051 13.1 ENTIRE AGREEMENT
2052 This Agreement is the entire agreement between the Parties with respect to the subject matter hereof 2053 and supersedes all prior and contemporaneous oral and written agreements and discussions. Each Party 2054 has cooperated in the drafting and preparation of this Agreement and this Agreement shall not be 2055 construed against any Party based on drafting. This Agreement may be amended only by an agreement 2056 in writing, signed by each of the Parties hereto.
2057 13.2 SECTION HEADINGS
2058 The article headings and section headings in this Agreement are for convenience of reference only and 2059 are not intended to be used in the construction of this Agreement nor to alter or affect any of its 2060 provisions.
60
2061 13.3 REFERENCES TO LAWS
2062 All references in this Agreement to laws and regulations shall be understood to include such laws as 2063 they may be subsequently amended or recodified, unless otherwise specifically provided herein. 2064 13.4 AMENDMENTS
2065 This Agreement may not be modified or amended in any respect except in writing signed by the Parties. 2066 13.5 SEVERABILITY
2067 If any non -material provision of this Agreement is for any reason deemed to be invalid and 2068 unenforceable, the invalidity or unenforceability of such provision shall not affect any of the remaining 2069 provisions of this Agreement, which shall be enforced as if such invalid or unenforceable provision had 2070 not been contained herein.
2071 13.6 COUNTERPARTS
2072 This Agreement may be executed in counterparts, each of which shall be considered an original. 2073 13.7 ATTACHMENTS
2074 Each of the Exhibits identified as Attachment "A" through "M" is attached hereto and incorporated 2075 herein and made a part hereof by this reference. In the event of a conflict between the terms of this 2076 Agreement and the terms of an Attachment, the terms of this Agreement shall control. In the event of a 2077 conflict between Attachment F1 and any other Attachment(s), such other Attachment(s) shall control. 2078
2079
2080
61
is
2090 IN WITNESS WHEREOF, this Agreement is entered by the parties hereto in Hollister, California on the 2091 Day and year first above written.
HOLLISTER, CALIFORNIA,
a municipal corporation
By: Ignacio Velazquez
Title: M YOR
Dated:
ATTEST:
✓' Christine Black, MMC, CITY CLERK
Dated: (f/Z f lit
APPROVED AS TO FORM:
J �ttorneys a
Dated:
, CIE,Y_.ATTORNEY
L., ,4,,
CONTRACTOR
Name: Recology South Valley dba Recology San
Benito County, a California corporation
Title: President & C
Dated: June 22, 2018
ATTEST:
Rev
Dated: June 22, 2018
15 7.0
y„
d by:
SAN IAN BAU, A, ' LIFORNIA, SAN BENITO COUNTY, CALIFO
a municipal
Jim West
itle: MAYOR
Dated: C
ATT T:
k*StlIA Va-'4t2\
I r I /? / ud, 4, CITY CLERK
Dated: 6 �ds.1 1 t4Ci
APPROVED AS TO FORM:
e/d /r,d,
SO , CITY Al _ IORNEY
Dated: 6 ./A °/5/
a poi' sr:•ivision
By: Anthony
Title: CHAIR
Dated: 0 1Mr
ATTEST:
Janet Slibsager, COUNTY CLERK
/ Dated: Z8//or
APPROVED AS TO FORM:
r"
Barbara Th mpson COUNTY COUNSEL
Dated: >> 2- , i
Legal
62
2083
2084
2085
ATTACHMENT A
DEFINITIONS
63
2086 The definitions set forth in this Attachment A shall govern the interpretation of this Agreement. 2087 Abandoned Solid Waste
2088 "Abandoned Solid Waste" means Solid Waste, Recyclable Materials, Organic Materials, Excluded Waste, 2089 Bulky Items, or other materials that have been abandoned, littered, or illegally dumped in the public 2090 right of way or on public property.
2091 AB 341
2092 "AB 341" means the California Jobs and Recycling Act of 2011 (Chapter 476, Statues of 2011 [Chesbro, 2093 AB 341]), also commonly referred to as "AB 341", as amended, supplemented, superseded, and replaced 2094 from time to time.
2095 AB 876
2096 "AB 876" means Chapter 593, Statutes of 2015 [McCarty, AB 876] relating to compostable organics, 2097 commonly referred to as "AB 876", as amended, supplemented, superseded, and replaced from time to 2098 time.
2099 AB 939
2100 "AB 939" means the California Integrated Waste Management Act of 1989 (Division 30 of the California 2101 Public Resources Code), also commonly referred to as "AB 939," as amended, supplemented, 2102 superseded, and replaced from time to time.
2103 AB 1826
2104 "AB 1826" means Chapter 727, Statues of 2014 [Chesbro, AB 1826] relating to recycling of organic 2105 waste, commonly referred to as "AB 1826", as amended, supplemented, superseded, and replaced from 2106 time to time.
2107 AB 2176
2108 "AB 2176" means Chapter 879, Statutes of 2004 [Montanez, AB 2176] relating to large venue and large 2109 event recycling programs, commonly referred to as "AB 2176, as amended, supplemented, superseded, 2110 and replaced from time to time.
2111 Affiliate
2112 "Affiliate" means all businesses (including corporations, limited and general partnerships and sole 2113 proprietorships) that are directly or indirectly related to Contractor by virtue of direct or indirect 2114 ownership interest or common management. They shall be deemed to be "Affiliated with" Contractor 2115 and included within the term "Affiliates" as used herein. An Affiliate shall include: (i) a business in which 2116 Contractor has a direct or indirect ownership interest, (ii) a business that has a direct or indirect 64
2117 ownership interest in Contractor and/or (iii) a business that is also Owned, controlled or managed by 2118 any business or individual which has a direct or indirect ownership interest in Contractor. For the 2119 purposes of this definition, "ownership" means ownership as defined in the constructive ownership 2120 provisions of Section 318(a) of the Internal Revenue Code of 1986, as in effect on the date here, 2121 provided that ten percent (10%) shall be substituted for fifty percent (50%) in Section 318(a)(2)(C) and in 2122 Section 318(a)(3)(C) thereof; and Section 318(a)(5)(C) shall be disregarded. For purposes of determining 2123 ownership under this paragraph and constructive or indirect ownership under Section 318(a), ownership 2124 interest of less than ten percent (10%) shall be disregarded and percentage interests shall be 2125 determined on the basis of the percentage of voting interest of value that the ownership interest 2126 represents.
2127 Agreement
2128 "Agreement" means this Agreement between each RA Member and Contractor, including all 2129 attachments, and any future amendments hereto.
2130 Alternative Daily Cover (ADC)
2131 "Alternative Daily Cover" means CalRecycle-approved materials other than soil used as a temporary 2132 overlay on an exposed landfill face. Generally, these materials must be processed so that they do not 2133 allow gaps in the face surface, which would provide breeding grounds for insects and vermin. 2134 Applicable Law
2135 "Applicable Law" means all Federal, State, County, and local laws, regulations, rules, orders, judgments, 2136 degrees, permits, approvals, or other requirement of any governmental agency having jurisdiction over 2137 the Collection, Transportation, Processing or Disposal of Discarded Materials that are in force on the 2138 Effective Date and as may be enacted, issued or amended during the term of this Agreement. Without 2139 limiting the foregoing, Applicable Law includes Environmental Laws. 2140 Approved Disposal Facility
2141 "Approved Disposal Facility" means the John Smith Road Landfill, which is owned by the County of San 2142 Benito and operated by Waste Connections.
2143 Approved Facility(ies)
2144 "Approved Facility(ies)" means any one of or any combination of the: Approved Disposal Facility; 2145 Approved Organic Materials Processing Facility; Approved Recyclable Materials Processing Facility; 2146 and/or, Approved Reusable Materials Processing Facility. 2147
2148
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2149 Approved Organic Materials Processing Facility
2150 "Approved Organics Processing Facility" means the South Valley Organics facility owned and operated 2151 by Recology and located at 3675 Pacheco Pass Highway, Gilroy, CA 95020. 2152 Approved Recyclable Materials Processing Facility
2153 "Approved Recyclables Processing Facility" means the Monterey Regional Waste Management District 2154 material recovery facility located at 14201 Del Monte Blvd., Marina, CA. 93333 2155 Approved Reusable Materials Processing Facility
2156 "Approved Reusable Materials Processing" Facility means Pat's Place located at 101 5th Street, 2157 Hollister, California 95023.
2158 Bin
2159 "Bin" means a Container with capacity of approximately one (1) to eight (8) cubic yards, with a hinged 2160 lid, and with wheels (where appropriate), that is serviced by a front end -loading Collection vehicle. 2161 Contractor shall not be required to provide five (5) or seven (7) cubic yard Bins. Contractor may require 2162 a customer to use a smaller Bin than the one requested by the customer, if Contractor has reason to 2163 believe the customer would fill the larger Bin with heavy material such that the Bin would become 2164 overweight. In the event of a dispute between Contractor and customer regarding the previous 2165 sentence, the applicable Regional Agency shall have the right to decide the matter. 2166 Biomedical Waste
2167 "Biomedical Waste" means Discarded Materials which are likely to be infectious, pathological or 2168 biohazardous, originating from residences, hospitals, public or private medical clinics, departments of 2169 research laboratories, pharmaceutical industries, blood banks, forensic medical departments, 2170 mortuaries, veterinary facilities and other similar facilities and includes (without limitations) equipment, 2171 instruments, utensils, fomites, laboratory wastes (including pathological specimens and fomites 2172 attendant thereto), surgical facilities, equipment, bedding and utensils (including pathological specimens 2173 and disposal fomites attendant thereto), sharps (hypodermic needles, syringes, etc.), dialysis unit waste, 2174 chemotherapeutic waste, animal carcasses, offal and body parts, biological materials (vaccines, 2175 medicines, etc.), and other similar materials, but excluding any such Discarded Materials which are 2176 reasonably determined by Contractor to be noninfectious, non -pathological and non-biohazardous. 2177 Biosolids
2178 "Biosolids" means solid, semisolid, or liquid residues generated during primary, secondary, or advanced 2179 treatment of domestic sanitary sewage.
2180
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2181 Bulky Item
2182 "Bulky Item" means discarded appliances, furniture, tires, carpets, mattresses, and similar large items 2183 that require special Collection due to their size or nature but can be Collected without the assistance of 2184 special loading equipment (such as forklifts or cranes) and without violating vehicle load limits. It does 2185 not include abandoned automobiles, large auto parts, or trees. 2186 Business Days
2187 "Business Days" mean days during which the RA Member(s) offices are open to do business with the 2188 public.
2189 Cal Recycle
2190 "CalRecycle" means the California Department of Resources Recycling and Recovery or its successor. 2191 Cart
2192 "Cart" means a plastic Container with a hinged lid and wheels that is serviced by an automated or semi - 2193 automated Collection vehicle. A Cart has capacity of 20-, 32-, 64- or 96 -gallons (or similar volumes). 2194 Change in Law
2195 "Change in Law" means any of the following events or conditions that increases the cost of the 2196 performance by the Contractor of its respective obligations under this Agreement (except for payment 2197 obligations):
2198 (i) The enactment, adoption, promulgation, issuance, modification, or written change in 2199 administrative or judicial interpretation of any Applicable Law on or after the Effective Date; or, 2200 (ii) The order or judgment of any governmental body, on or after the Effective Date, to the 2201 extent such order or judgment is not the result of willful or negligent action, error or omission or lack of 2202 reasonable diligence of the RA Members or of the Contractor, whichever is asserting the occurrence of a 2203 Change in Law; provided, however, that the contesting in good faith or the failure in good faith to 2204 contest any such order or judgment shall not constitute or be construed as such a willful or negligent 2205 action, error or omission or lack of reasonable diligence. 2206 Collect, Collected, Collection
2207 "Collect,", "Collected" or "Collection" means the Contractor taking physical possession of, and removing 2208 Discarded Materials, whether by manual, semi -automated or automated means, and transporting such 2209 materials, pursuant to this Agreement.
2210
2211
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2212 Commencement Date
2213 "Commencement Date" means the date specified in Section 4.1 when the Contractor is to begin 2214 providing Collection and related services required by this Agreement. 2215 Commercial, Commercial Property
2216 "Commercial" or "Commercial Property" means property used for conducting business thereon, 2217 including, but not limited to, retail sales, services, wholesale operations, manufacturing and industrial 2218 operations, school facilities (both public and private), other institutions, and governmental agencies, but 2219 excluding businesses conducted upon Single -Family Property (as defined herein). 2220 Compactor, Compaction
2221 "Compactor", "Compaction" means a mechanical apparatus that compresses materials, the Container 2222 that holds the compressed materials, and/or the process. Compactors include Bin Compactors of any 2223 size serviced by front -loading Collection vehicles and Drops Box Compactors of any size serviced by Drop 2224 Box or roll -off Collection vehicles.
2225 Compost
2226 "Compost" means the resulting material from Composting. 2227 Composting
2228 "Composting" means the controlled or uncontrolled biological decomposition of organic constituents 2229 such that the resulting material meets the maximum acceptable metal concentration limits specified in 2230 Section 17868.2 and pathogen reduction requirements specified in Section 17868.3 of Title 14, California 2231 Code of Regulations Chapter 3.1.
2232 Construction and Demolition Debris (C&D)
2233 "Construction and Demolition Debris" and "C&D" means materials resulting from construction, 2234 renovation, remodeling, repair, or demolition operations relating to or resulting from a building, 2235 structure, pavement or other improvement, including concrete, brick, bituminous concrete, rubble, 2236 wood and masonry, composition roofing and roofing paper, steel, and other metals such as copper, but 2237 excluding liquid wastes and Hazardous Wastes.
2238 Containers
2239 "Containers" mean Bins, Carts, Compactors, and Drop Boxes. 2240
2241
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2242 Contamination
2243 "Contamination" means there is no more than ten (10) percent by volume of the "wrong" materials 2244 placed in a Container. Thus, for instance a Solid Waste Container is Contaminated if it contains a total by 2245 volume of more than 10 percent Recyclables and Organic Waste, and a Recyclables Container is 2246 Contaminated if it contains a total by volume of more than 10 percent Solid Waste and Organic Waste. 2247 Contractor
2248 "Contractor" means Recology South Valley dba Recology San Benito County. 2249 Contractor's Compensation
2250 "Contractor Compensation" means the monetary compensation received by Contractor in return for 2251 providing services in accordance with this Agreement as described in Article8. 2252 Contractor's Proposal
2253 "Contractor's Proposal" means the proposal submitted to the Regional Agency by Contractor on 2254 November 14, 2017 for provision of Solid Waste, Recyclables, and Organic Materials services and certain 2255 written materials, which are included as Attachment F to this Agreement and are incorporated by 2256 reference.
2257 County
2258 "County" means San Benito County, California.
2259 Customer
2260 "Customer" means the Person whom Contractor submits its billing invoice to and collects payment from 2261 for Collection services provided to a Premises. The Customer is not necessarily the owner of the 2262 Premises and may be either the Person who occupies the Premises or the Owner of the Premises. 2263 Customer Type
2264 "Customer Type" means the Customer's sector category including, but not limited to, Single -Family, 2265 Multi -Family, Commercial, C&D, Drop Box, and Agency. 2266 Day
2267 "Day" means calendar day unless otherwise specified in this Agreement. 2268
2269
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2270 Drop Box
2271 "Drop Box" mean open -top Containers with a typical capacity of eight (8) to forty (40) cubic yards that 2272 are serviced by a roll -off Collection vehicle. Drop Boxes that contain putrescible materials require a lid. 2273 Discarded Materials
2274 "Discarded Materials" means Solid Waste, Recyclable Materials, Organic Materials, and C&D placed by a 2275 Generator in a receptacle and/or at a location for the purposes of Collection by Contractor, excluding 2276 Excluded Waste.
2277 Disposal
2278 "Disposal" or "Disposed" mean the ultimate disposition of unprocessed Solid Waste intended for 2279 Disposal, and Residue.
2280 Divert, Diversion
2281 "Divert" or "Diversion (or any variation thereof)" means to prevent Recyclables and Organic Waste from 2282 Disposal at landfill or transformation facilities, (including facilities using incineration, pyrolysis, 2283 distillation, gasification, or biological conversion methods) through Source Reduction, reuse, Recycling, 2284 and Composting, as provided in Section 41780-41786 of AB 939, as AB 939 may be hereafter amended 2285 or superseded.
2286 Diversion is a broad concept that is to be inclusive of material handling and Processing changes that may 2287 occur over the Term including, but not limited to, changes in standard industry practice or 2288 implementation of innovative (but not necessarily fully proven) techniques or technology that reduce 2289 Disposal risk, decrease costs and/or are for other reasons deemed desirable by the RA Members. 2290 Effective Date
2291. "Effective Date" means the date on which the last of the Parties signs this Agreement. 2292 Electronic Waste
2293 "Electronic waste" or "E -Waste" means discarded electronic equipment including, but not limited to, 2294 televisions, computer monitors, central processing units (CPUs), laptop computers, computer 2295 peripherals (including external hard drives, keyboards, scanners, and mice), printers, copiers, facsimile 2296 machines, radios, stereos, stereo speakers, VCRs, DVDs, camcorders, microwaves, telephones, cellular 2297 telephones, and other electronic devices. Some E -Waste or components thereof may be Hazardous 2298 Waste or include Hazardous Substances and thus require special handling, Processing, or Disposal. 2299
2300
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2301 Emergency Condition
2302 "Emergency Condition" means the existence of a condition or conditions which threaten or threatens 2303 the public health, safety and welfare resulting from Contractor's failure or inability to perform its duties 2304 and obligations hereunder due to the effect upon Contractor of fire, flood, storm, earthquake, or other 2305 natural calamity, riot, insurrection, public disobedience, labor controversy, labor strike, insolvency of 2306 Contractor or similar condition. "Emergency Condition" does not include the results of failure of 2307 Contractor to comply with basic standards and procedures of Collection or other substandard 2308 performance by Contractor.
2309 Environmental Laws
2310 "Environmental Laws" means all federal and State statutes, and county and Regional Agency ordinances 2311 concerning public health, safety and the environment including, by way of example and not limitation, 2312 AB 341, AB 939, AB 1826, the Comprehensive Environmental Response, Compensation and Liability Act 2313 of 1980, 42 U.S.C. § 9601 et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6902 et seq.; 2314 the Federal Clean Water Act, 33 U.S.C. § 1251 et seq.; the Toxic Substances Control Act, 15 U.S.C. § 2601 2315 et seq.; the Occupational Safety and Health Act, 29 U.S.C. § 651 et seq.; the California Hazardous Waste 2316 Control Act, California Health and Safety Code § 25100 et seq.; the Carpenter -Presley -Tanner Hazardous 2317 Substance Account Act, California Health and Safety Code § 25300 et seq.; the Porter -Cologne Water 2318 Quality Control Act, California Water Code § 13000 et seq.; the Safe Drinking Water and Toxic 2319 Enforcement Act, California Health and Safety Code § 25249.5 et seq.; as currently in force or as 2320 hereafter amended, and all rules and regulations promulgated thereunder. 2321 Excluded Waste
2322 "Excluded Waste" means Hazardous Substances, Hazardous Waste, Biomedical Waste, volatile, 2323 corrosive, biomedical, infectious, biohazardous, and toxic substances or material, waste that Contractor 2324 reasonably believes would, as a result of or upon Disposal, be a violation of local, State or Federal law, 2325 regulation or ordinance, including land use restrictions or conditions, waste that cannot be Disposed of 2326 in Class I II landfills, waste that in Contractor's reasonable opinion would present a significant risk to 2327 human health or the environment, cause a nuisance or otherwise create or expose Contractor or 2328 Regional Agency to potential liability; but not including de minimis volumes or concentrations of waste 2329 of a type and amount normally found in Residential Solid Waste after implementation of programs for 2330 the safe Collection, Recycling, treatment, and Disposal of batteries and paint in compliance with 2331 Sections 41500 and 41802 of the California Public Resources Code. 2332 Food Waste
2333 "Food Waste" means a subset of Organic Waste including: (i) all kitchen and table food waste scraps, 2334 and animal, or vegetable, fruit, grain, dairy or fish waste that attends or results from the storage, 2335 preparation, cooking or handling of foodstuffs, with the exception of animal excrement, (ii) paper waste 71
2336 contaminated with putrescible material, and (iii) biodegradable food service ware designed to 2337 disintegrate and biodegrade quickly.
2338 Generator
2339 "Generator" means any Person whose act or process produces Discarded Materials as defined in the 2340 Public Resources Code, or whose act first causes any of these items to become subject to regulation. 2341 Gross Receipts
2342 "Gross Receipts" means total cash receipts collected from Customers by the Contractor for the provision 2343 of services pursuant to this Agreement, without any deductions. Gross Receipts do not include revenues 2344 from the sale of Recyclable Materials.
2345 Hazardous Substance
2346 "Hazardous Substance" means any of the following: (a) any substances defined, regulated or listed 2347 (directly or by reference) as "Hazardous Substances", "hazardous materials", "Hazardous Wastes", "toxic 2348 waste", "pollutant" or "toxic substances" or similarly identified as hazardous to human health or the 2349 environment, in or pursuant to: (i) the Comprehensive Environmental Response, Compensation and 2350 Liability Act (CERCLA) of 1980, 42 USC §9601 et seq. (CERCLA); (ii) the Hazardous Materials 2351 Transportation Law, 49 USC §5101, et seq.; (iii) the Resource Conservation and Recovery Act, 42 USC 2352 §6901 et seq.; (iv) the Clean Water Act, 33 USC §1251 et seq.; (v) California Health and Safety Code 2353 §§25115-25117, 25249.8, 25281, and 25316; (vi) the Clean Air Act, 42 USC §7901 et seq.; and, (vii) 2354 California Water Code §13050; (b) any amendments, rules or regulations promulgated there under to 2355 such enumerated statutes or acts currently existing or hereafter enacted; and, (c) any other hazardous 2356 or toxic substance, material, chemical, waste or pollutant identified as hazardous or toxic or regulated 2357 under any other Applicable Law currently existing or hereinafter enacted, including, without limitation, 2358 friable asbestos, polychlorinated biphenyl's (PCBs), petroleum, natural gas, and synthetic fuel products, 2359 and by-products.
2360 Hazardous Waste
2361 "Hazardous Waste" means all substances defined as Hazardous Waste, acutely Hazardous Waste, or 2362 extremely Hazardous Waste by the State in Health and Safety Code §25110.02, §25115, and §25117 or 2363 in the future amendments to or recodifications of such statutes or identified and listed as Hazardous 2364 Waste by the U.S. Environmental Protection Agency (EPA), pursuant to the Federal Resource 2365 Conservation and Recovery Act (42 USC §6901 et seq.), all future amendments thereto, and all rules and 2366 regulations promulgated thereunder.
2367 Holidays
2368 "Holidays" shall mean the observed holiday for Independence Day, Thanksgiving Day, Christmas Day and 2369 New Year's Day.
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2370 Household Batteries
2371 "Household Batteries" means disposable or rechargeable dry cells such as those referred to as A, AA, 2372 AAA, B, C, D, 9 -volt, button type or those from laptop computers or cell phones, and commonly used as 2373 power sources for consumer electronics devices, including but not limited to zinc oxide, nickel metal 2374 hydride, alkaline, mercury, silver oxide, lithium, lithium ion and carbon zinc, but excluding automotive 2375 lead acid batteries.
2376 Household Hazardous Waste (HHW)
2377 "Household Hazardous Waste" or "HHW" means Hazardous Waste generated at Single -Family 2378 Properties within the Regional Agency. HHW includes, but is not limited to: paint, stain, varnish, thinner, 2379 adhesives, auto products such as old fuel, batteries, household batteries, fluorescent bulbs, tubes, 2380 cleaners and sprays, pesticides, fertilizers and other garden products, needles, syringes, and lancets. 2381 Liquidated Damages
2382 "Liquidated Damages" means the amounts due by Contractor for failure to meet specific quantifiable 2383 standards of performance as described in Section 11.6 and Attachment G. 2384 Mandatory Collection Area
2385 "Mandatory Collection Area" means the areas, individually or collectively, of that name described in 2386 County Code Title 15, Chapter 15.01, Article 3, Section 15.01.040 Solid Waste Collection which is 2387 included as Attachment L to the Franchise Agreement. 2388 Mixed C&D
2389 "Mixed C&D" means C&D materials which have not been Source Separated into homogeneous material 2390 streams of like materials and which require sorting and Processing prior to Recycling. 2391. Multi -Family, Multi -Family Property, MFD
2392 "Multi -Family" means any Residential Premises, other than a Single -Family Premises, with five (5) or 2393 more dwelling units used for Residential purposes (regardless of whether residence therein is temporary 2394 or permanent) that receive centralized Collection service for all units on the Premises which are billed to 2395 one (1) Customer at one (1) address.
2396 Non -Collection Notice
2397 "Non -Collection Notice" means a form, as approved in advance by RA Members, used to notify Service 2398 Recipient(s) of the reason for the non -collection of materials set out by the Service Recipient(s) for 2399 Collection by Contractor pursuant to this Agreement. 2400
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2401 Organic Materials
2402 "Organic Materials" means those Yard Trimmings and Food Waste which are specifically accepted at the 2403 Approved Organic Materials Processing Facility. No Discarded Material shall be considered to be Organic 2404 Materials, however, unless it is separated from Solid Waste and Recyclable Material. 2405 Owner
2406 "Owner" means the Person(s) holding legal title to real property and/or any improvements thereon and 2407 shall include the Person(s) listed on the latest equalized assessment roll of the CountyAssessor. 2408 Party, Parties
2409 "Party", "Parties" refers to the RA Members and Contractor, individually or together. 2410 Person(s)
2411 "Person(s)" means any individual, firm, association, organization, partnership, corporation, trust, joint 2412 venture, or public entity.
2413 Premises
2414 "Premises" means any land or building in the Service Area where Solid Waste, Recyclable Materials, 2415 Organic Materials, or C&D are generated or accumulated. 2416 Processing
2417 "Processing" means to sort, separate, prepare, treat, bale or otherwise package, compost, cure, or to 2418 take other steps necessary to re -use materials at the Approved Facilities, or to remanufacture, 2419 reconstitute, and or create new products from Discarded Materials. Processing includes reuse, 2420 Recycling and Composting, and excludes energy conversion processes except by prior approval of RA 2421 Members.
2422 Public Containers
2423 "Public Containers" means RA Member -owned Containers maintained by the RA Member for use by the 2424 public located on or near streets and public rights -of -way and other public places in the Service Area as 2425 specified by the RA Member for placement of Discarded Materials generated by the public. 2426 Rate
2427 "Rate" means the maximum amount, expressed as a dollar unit, approved by the RA Members that the 2428 Contractor may bill a Customer for providing services under this Agreement. A Rate has been 2429 established for each individual RA Member's jurisdiction, and the initial Rates for Rate Period One are 2430 presented in Attachment F3. The Rates approved by each RA Member governing body are the maximum 74
2431 Rates that Contractor may charge a Customer, and Contractor may, in its sole discretion, charge any 2432 amount up to and including the maximum Rate approved by each RA Member. 2433 Rate Period or Rate Year
2434 "Rate Period" or "Rate Year" means a 12 -month period, beginning with July land concluding twelve (12) 2435 months later, for which Contractor's Compensation is calculated, except that Rate Period One shall 2436 commence on November 1, 2018 and end on June 30, 2019. 2437 Recyclable Materials
2438 "Recyclable Materials" means those Discarded Materials that: Generators set out in Recyclables 2439 Containers for Collection for the purpose of Recycling by the Contractor that are at least ninety percent 2440 (90%) Recyclable and that exclude Excluded Waste. No Discarded Materials shall be considered 2441 Recyclable Materials unless such material is separated from Solid Waste, and Organic Materials. 2442 Recyclable Materials shall include, but not be limited to: newspaper (including inserts, coupons, and 2443 store advertisements); mixed paper (including office paper, computer paper, magazines, junk mail, 2444 catalogs, brown paper bags, brown paper, paperboard, paper egg cartons, telephone books, grocery 2445 bags, colored paper, construction paper, envelopes, legal pad backings, shoe boxes, cereal and other 2446 similar food boxes); chipboard; corrugated cardboard; glass containers, all colors; aluminum (including 2447 beverage containers, foil, food containers, small pieces of scrap metal); scrap metal weighing less than 2448 10 pounds (without cords or chains and fitting into the container); steel, tin or bi-metal cans; plastic 2449 containers, Numbers 1 to 7; plastic bags and plastic film (no. 4); textiles; household batteries (AAA -D, 2450 9V, alkaline, rechargeable and button cell); and aseptic beverage boxes. 2451 Recycle, Recycling
2452 "Recycle" or "Recycling" means the process of collecting, sorting, cleansing, treating and reconstituting 2453 materials that would otherwise be disposed of in a landfill, and returning them to the economic 2454 mainstream in the form of raw material for new, reused, or reconstituted products which meet the 2455 quality standards necessary to be used in the marketplace. Recycling does not include Transformation. 2456 Regional Agency
2457 "Regional Agency" means San Benito County Integrated Waste Management Regional Agency. 2458 Regional Agency Contract Manager
2459 "Regional Agency Contract Manager" means the Person designated by the RA Members to administer 2460 the provisions of the Agreement as referenced in Section 6.8. 2461
2462
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2463 RA Member
2464 "RA Member" means one of the public agencies that are a member of the Regional Agency, which may 2465 include the County of San Benito, City of Hollister, and City of San Juan Bautista. 2466 RA Representative
2467 "RA Representative" means the Person named by each RA Member in accordance with Section 12.10. 2468 Residential, Residential Property
2469 "Residential", "Residential Property" means on, of or pertaining to property used for residential 2470 purposes, irrespective of whether such dwelling units are rental units or owner -occupied, or whether 2471 commercial activities are conducted thereon or therefrom, provided that such commercial activities are 2472 permitted under applicable zoning regulations and do not consist of the primary use of the property. 2473 Residue
2474 "Residue" means unrecoverable materials remaining after Processing Discarded Materials for which 2475 there are no other options for viable use and which therefore must be disposed of in a landfill. 2476 Reusable Materials
2477 "Reusable Materials" means items that are capable of being used again after minimal Processing. 2478 Reusable Materials may be Collected Source Separated or recovered through a Processing Facility. 2479 SB 1383
2480 "SB 1383" means Chapter 395, Statutes of 2016 [Lara, SB 1383] relating to short lived climate pollutants, 2481 commonly referred to as "SB 1383, as amended, supplemented, superseded, and replaced from time to 2482 time.
2483 Service Area
2484 "Service Area" means the geographical boundaries of San Benito County. 2485 Service Level
2486 "Service Level" refers to the size of a Customer's Container and the frequency of Collection service. 2487 Single -Family, Single -Family Property, SFD
2488 "Single -Family" means, notwithstanding any contrary definition in a RA Member Code, any detached or 2489 attached house or residence designed or used for occupancy by one (1) family, provided that Collection 2490 service feasibly can be provided to such Premises as an independent unit, and the Owner or occupant of 76
2491 such independent unit is billed directly for the Collection service. Single -Family includes Residential units 2492 of a duplex, tri-plex, or four-plex Residential structure provided that the owner or Occupant of each unit 2493 is separately billed for its specific service level. 2494 Solid Waste
2495 "Solid Waste" means solid waste as defined in California Public Resources Code, Division 30, Part 1, 2496 Chapter 2, §40191 and regulations promulgated hereunder. Excluded from the definition of Solid Waste 2497 are Excluded Waste, Source Separated C&D, Source Separated Recyclable Materials, Source Separated 2498 Organic Materials, and radioactive waste. Notwithstanding any provision to the contrary, Solid Waste 2499 may include de minimis volumes or concentrations of waste of a type and amount normally found in 2500 Residential Solid Waste after implementation of programs for the safe Collection, Recycling, treatment, 2501 and Disposal of Household Hazardous Waste in compliance with Section 41500 and 41802 of the 2502 California Public Resources Code as may be amended from time to time. Solid Waste includes 2503 salvageable materials only when such materials are included for Collection in a Solid Waste Container. 2504 Source Reduction
2505 "Source Reduction" means any action which causes a net reduction in the generation of Solid Waste. It 2506 includes, but is not limited to, reducing the use of non -recyclable materials, replacing Disposal materials 2507 and products with Reusable materials and products, reducing packaging, reducing the amount of Yard 2508 Trimmings generated, and increasing the efficiency of the use of paper, cardboard, glass, metal, plastic, 2509 and other materials. Source Reduction does not include steps taken after the material becomes Solid 2510 Waste or actions which would impact air or water resources in lieu of land, including, but not limited to, 2511. Transformation.
2512 Source -Separated
2513 "Source Separated" means the segregation from solid waste, by the Generator, of materials designated 2514 for separate Collection for some form of Recycling, Composting, recovery, or reuse. A load of source 2515 separated materials that contains more than ten (10) percent solid waste shall not be considered source 2516 separated.
2517 State
2518 "State" means the State of California.
2519 Subcontractor
2520 "Subcontractor" means a Party who has entered into a contract, express or implied, with the Contractor 2521 for the performance of an act that is necessary for the Contractor's fulfillment of its obligations for 2522 providing service under this Agreement. Vendors providing materials and supplies to Contractor shall 2523 not be considered Subcontractors.
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2524 Term
2525 "Term" means the Term of this Agreement, including extension periods if granted, as provided for in 2526 Section 4.1.
2527 Transformation
2528 "Transformation" means incineration, pyrolysis, distillation, gasification, or biological conversion other 2529 than Composting.
2530 Transportation
2531 "Transportation" means the act of transporting or state of beingtransported. 2532 Universal Waste
2533 "Universal Waste" or "U -waste" means all wastes defined by Title 22, Subsections 66273.1 through 2534 66273.9 of the California Code of Regulations or successor regulations. These include, but are not 2535 limited to, Household Batteries, fluorescent light bulbs, mercury switches, and E -Waste. 2536 Used Motor Oil
2537 "Used Motor Oil" means used motor oil from automobiles and other light duty vehicles intended for 2538 personal use which is removed from vehicles at Single -Family Premises and not as a part of a for-profit 2539 or other business activity. Used Motor Oil does not include transmission fluid. 2540 Used Oil Filter
2541. "Used Oil Filter" means a used motor oil filter from automobiles and other light duty vehicles intended 2542 for personal use which is removed from vehicles at Single -Family Premises and not as a part of a for - 2543 profit or their business activity.
2544 Used Oil Recovery Kit
2545 "Used Oil Recovery Kit" means a kit containing: one (1) reusable plastic jug of at least one (1) gallon 2546 capacity with a watertight screw -on top to contain Used Motor Oil; one (1) plastic disposable resealable 2547 bag of sufficient capacity to accommodate one (1) Used Motor Oil Filter; and, a flyer, brochure, or other 2548 informational media approved by the Regional Agency Contract Manager intended to educate 2549 Customers about the Used Motor Oil and Filter Collection program and the benefits resulting from the 2550 proper handling of Used Motor Oil and Filters. The Used Oil Recovery Kit is to be provided to Customers 2551. by Contractor to recover Used Motor Oil and Filters from Single -Family residents. 2552
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78
2554 Voluntary Collection Area
2555 "Voluntary Collection Area" means the areas, individually or collectively, of that name described in 2556 County Code Title 15, Chapter 15.01, Article 3, Section 15.01.040 Solid Waste Collection which is 2557 included as Attachment L to the Franchise Agreement. 2558 Yard Trimmings
2559 "Yard Trimmings" means those Discarded Materials that will decompose and/or putrefy, including, but 2560 not limited to, green trimmings, grass, weeds, leaves, prunings, branches, dead plants, brush, tree 2561 trimmings, dead trees, small pieces of unpainted and untreated wood, and other types of organic waste. 2562 Yard Trimmings is a subset of Organic Waste. Yard Trimmings placed for Collection may not exceed six 2563 (6) inches in diameter and three (3) feet in length and must fit within the Contractor -provided 2564 Container.
2565
2566
2567
79
2568
2569
2570
ATTACHMENT B
SCOPE OF SERVICES - DETAILS
80
2571 The following Attachments (B1 through B8) describe the programs which, in aggregate, represent the 2572 direct services to be performed under this Agreement by the Contractor. 2573 Each of the following Attachments (B1 through B8) present the programs to be provided to each 2574 Customer Type by Contractor. Within each program description are specific requirements for the:
2575 • Type and size of Containers or Service Level to be offered by Contractor under each program; 2576 • Frequency of service to be offered by Contractor to Customers; 2577 • Location of service, including an indication of whether additional charges may apply if a 2578 Customer selects a location that is costlier to serve (e.g. back -yard service); 2579 • Materials that are acceptable or prohibited within the program; 2580 • Provision of additional services to the Customer if the standard Service Levels are inadequate, 2581 either on a regular or periodic basis, and an indication of whether additional charges may apply; 2582 and/or,
2583 • Other requirements and considerations of the program. 2584 Contractor shall provide the services for each program described in accordance with the specific 2585 program requirements detailed in Attachments B1 through B8 and Contractor shall promote such 2586 programs using the public education and outreach methods described in Attachment B8. 2587
2588
81
2589
2590 ATTACHMENT B1:
2591 SINGLE-FAMILY RESIDENTIAL SERVICE
2592
2593 1. Solid Waste Collection
2594 Contractor shall Collect Solid Waste in Contractor -provided Carts one (1) time per week from 2595 Single -Family Customers and Transport all Solid Waste to the Approved Disposal Facility for Disposal. 2596
2597
2598
2599
2600
2601
2602
2603
2604
2605
2606
2607
2608
2609
2610
2611
2612
2613
2614
2615
2616
2617
2618
2619
2620
2621
2622
2623
2624
2625
Containers: Carts
Container Sizes: 20-, 32-, 64-, and 96 -gallons or comparable sizes (as requested by Customer) Service Frequency: One (1) time per week
Service Location: One (1) direction or two (2) direction side- or back -yard Solid Waste Collection Service for Single -Family Customers may be available for an additional monthly per -container fee.
Acceptable Materials: Solid Waste
Prohibited Materials: Recyclable Materials, Organic Materials, Excluded Waste Additional Service: Contractor shall provide additional Solid Waste Carts to Single -Family Customers upon request and may charge the "Additional Solid Waste Cart" Monthly Service Rate approved by the RA Member.
Other Requirements: None
2. Recyclable Materials Collection
Contractor shall Collect Recyclable Materials in Contractor -provided Containers one (1) time per week from Single -Family Customers and Transport all Recyclable Materials to the Approved Recyclable Materials Processing Facility for Processing.
Containers:
Container Sizes:
Service Frequency:
Service Location:
Acceptable Materials:
Prohibited Materials:
Additional Service:
Carts
64- and 96 -gallons or comparable sizes. Standard container size is 64 -gallon Carts. 96 -gallon carts will be made available, upon request by Customer.
One (1) time per week on the same day Solid Waste is collected.
One (1) direction or two (2) direction side- or back -yard Solid Waste Collection Service for Single -Family Customers may be available for an additional monthly per -container fee.
Recyclable Materials
Solid Waste, Organic Materials, Excluded Waste
Single -Family Customers shall receive one (1) Recyclable Materials Cart as standard. Contractor shall provide additional Recyclable Materials Carts to Single -Family Customers upon request and may charge the "Additional Recycling Cart" Monthly Rental Rate approved by the RA Member. 2626 Contractor shall establish an "overages" program that allows Single -Family 2627 Customers to place additional Recyclable Materials Curbside (in 2628 Customer -provided clear plastic bags) or cardboard (tied and bundled no larger 82
2629 than 3' x 3') adjacent to the Recyclable Materials Cart on their regularly - 2630 scheduled Collection day at no additional charge to theCustomer. 2631 Other Requirements: Contractor shall accept household batteries in the Recyclable Materials 2632 program, provided that those batteries have been separately packaged in a 2633 sealed, clear plastic bag.
2634 Contractor shall also accept textiles (cotton and denim clothing, towels and 2635 blankets) in the Recyclable Materials program provided that those textiles are 2636 clean and dry and placed in a clear, tied plastic bag. 2637 Contractor may assess a "contamination fee" per event for Customers who have 2638 repeatedly (no less than three times in a calendar year) placed more than ten 2639 percent (10%) by volume of prohibited materials in their Recyclable Materials 2640 Container. Prior to assessing such contamination fee, Contractor must provide 2641 targeted education (e.g., through the use of a tag on the Container) no less than 2642 three times to that specific Customer. Such education shall, at a minimum, 2643 notify the Customer of the specific materials that have been incorrectly placed 2644 and inform the Customer as to which Container the materials should be placed. 2645 Upon assessment of the contamination fee, Contractor shall document the 2646 presence of prohibited items through photographic record and make such 2647 documentation available to the Customer and/or Agency Contract Manager, 2648 upon request.
2649
83
2650
2651 3. Organic Materials Collection
2652 Contractor shall Collect Organic Materials in Contractor -provided Carts one (1) time per week from 2653 Single -Family Customers and Transport all Organic Materials to the Approved Organic Materials 2654 Processing Facility for Processing.
2655 Containers: Carts
2656 Container Sizes: 64-, and 96 -gallons or comparable sizes. Standard container size is 96 -gallon 2657 Carts. 64 -gallon carts will be made available, upon request by Customer. 2658 Service Frequency: One (1) time per week on the same day Solid Waste is collected. 2659 Service Location: One (1) direction or two (2) direction Side- or Back -yard Solid Waste Collection 2660 Service for Single -Family Customers may be available for an additional monthly 2661 per -container fee.
2662 Acceptable Materials: Food Waste and Yard Trimmings. 2663 Prohibited Materials: Solid Waste, Recyclable Materials, Excluded Waste 2664 Additional Service: Single -Family Customers shall receive one (1) Organic Materials Cart standard. 2665 Contractor shall provide additional Organic Materials Carts to Single -Family 2666 Customers upon request and may charge the "Additional Organic Materials 2667 Cart" Monthly Service Rate equivalent to fifty (50%) of the Solid Waste monthly 2668 Service Rate gallon equivalent.
2669 Other Requirements: Contractor may assess a "contamination fee" per event for Customers who have 2670 repeatedly (no less than three times in a calendar year) placed more than ten 2671 percent (10%) by volume of prohibited materials in their Yard Trimmings 2672 Container. Prior to assessing such contamination fee, Contractor must provide 2673 targeted education (e.g. through the use of a tag on the Container) no less than 2674 three times to that specific Customer. Such education shall, at a minimum, 2675 notify the Customer of the specific materials that have been incorrectly placed 2676 and inform the Customer as to which Container the materials should be placed. 2677 Upon assessment of the contamination fee, Contractor shall document the 2678 presence of prohibited items through photographic record and make such 2679 documentation available to the Customer and/or Agency Contract Manager, 2680 upon request.
2681.
2682 4. Used Motor Oil and Filter Collection
2683 Contractor shall Collect Used Motor Oil and Filters in a Contractor -provided Used Oil Recovery Kit from 2684 Single -Family Customers and properly Dispose of the Used Motor Oil and Filter. 2685 Containers:
2686 Container Sizes:
2687
2688 Service Frequency:
Used Oil Recovery Kit
One 1 -gallon Filter Bag; and, up to two 1 -gallon used oil jugs or one 2.5 -gallon used oil jug
Up to one (1) time per week on the same day as Solid Waste Collection Service 84
2689
2690
2691
2692
2693
2694
2695
2696
2697
2698
2699
Service Location:
Acceptable Materials:
Prohibited Materials:
Additional Service:
Other Requirements:
Curbside (adjacent to Recyclable Materials Cart)
Used Motor Oil and Filter
Solid Waste, Recyclable Materials, Organic Materials, Excluded Waste Not applicable
Contractor shall provide a Used Oil Recovery Kit to a Customer on the next scheduled service day after such request is made by Customer at no additional cost to Customer. Upon Collection of Used Motor Oil and Filter from a Customer, Contractor shall leave a Used Oil Recovery Kit adjacent to the Recyclables Cart. Contractor shall not be required to Collect more than one (1) Used Oil Recovery Kit per individual dwelling unit per week from Single -Family Customers who request it.
2700 5. Curbside Bulky Item/Reusable Materials Collection 2701 Contractor shall Collect Bulky Items and Reusable Materials from Single -Family Customers and transport 2702 the Bulky Items to the Approved Reusable Materials Processing Facility for Processing. 2703
2704
2705
2706
2707
2708
2709
2710
2711.
2712
2713
2714
2715
2716
2717
2718
2719
2720
2721
2722
2723
2724
2725
2726
2727
2728
Containers:
Service Level:
Service Frequency:
Service Location:
Acceptable Materials:
Prohibited Materials:
Additional Service:
Other Requirements:
Not applicable
Up to two (2) cubic yard of Reusable Materials, up to five (5) E -Waste items, and up to two (2) Appliances or Bulky Items. Appliances with Freon count as two (2) Bulky Items.
Up to two (2) times per year (as requested by Customer) Curbside
Reusable Materials, Appliances, Bulky Items, E -Waste, and U -Waste Solid Waste, Organic Materials, Hazardous Materials, Recyclable Materials, abandoned automobiles, trees, Excluded Waste or any single item (e.g. large auto parts, etc.) that exceeds two hundred (200) lbs. in weight.
Contractor shall Collect additional eligible items that exceed the required Service Level and may charge the "Additional Bulky Item" Rate approved by the Agency (as requested by Customer) for each item Collected.
Contractor shall provide additional Bulky Item/Reusable Materials Collection Events to Single -Family Customers, beyond two (2) per year, and may charge the "Additional Bulky Item Collection Event" Rate approved by the RA Member.
Each Bulky Item/Reusable Materials Collection Event shall be subject to the same Service Level as identified above.
Contractor shall provide the service to the Customer within five (5) Business Days of the Customer's requested service date, as mutually agreed upon by the Customer and Contractor.
6. Seasonal Programs
Contractor shall develop and educate Single -Family Customers about the availability of and participation requirements for programs dealing with seasonal or periodic waste management demands that exceed regularly scheduled Collection via outreach through the Customer newsletter and the Contractor 85
2729 website. Contractor shall provide the following seasonal program services to Single -Family Customers at 2730 no additional charge:
2731 Holiday Tree Collection. Contractor shall Collect from Single -Family Customers whole, un- flocked, and 2732 undecorated holiday trees that are placed curbside during the first three (3) weeks of each year. Holiday 2733 trees must be cut into sections no greater than 6'. 2734
2735 7. Alternative Service Location for Disabled Single -Family Customers 2736 Contractor shall allow for Persons that have a disability as defined by the Americans with Disabilities Act 2737 (which means Public Law 101-336, 104 Stat. 327, 42 U.S.C. 12101-12213 and 27 U.S.C. 225 and 611, and 2738 all Federal rules and regulations relating thereto) that are Occupants of Single -Family Premises to 2739 receive Collection services at a location other than Curbside at no extra charge to the Customer. 2740 Contractor shall review all applications (which shall include statements from physicians) made by 2741 Customers to determine conformance with this exemption provision and shall grant exemptions, if 2742 applicable. Contractor shall make reasonable accommodations with regard to provision of and servicing 2743 of Containers (e.g., Container size and type, placement of Containers for Collection, etc.) at no additional 2744 cost to the Customer.
86
2745
2746
2747
2748
2749
2750
2751
ATTACHMENT B2:
MULTI -FAMILY RESIDENTIAL SERVICES
1. Solid Waste Collection
Contractor shall Collect Solid Waste in Contractor -provided Containers not less than one (1) time per week from Multi -Family Customers and Transport all Solid Waste to the Approved Disposal Facility for Disposal.
2752 Carts, Bins, Compactors
2753 64-, and 96 -gallon or comparable size Carts:1-, 2-, 3-, 4-, 6-, and 8- cubic yard 2754 Bins; and, Compactors (as requested by Customer)
2755 Up to six (6) times per week but not less than one (1) time per week, as 2756 requested by Customer
2757 Curbside or other Customer -selected service location at the Multi -Family 2758 Premises (difficult to service charges may apply if service location is not 2759 immediately accessible by the Collection vehicle)
2760 Solid Waste
2761 Recyclable Materials, Organic Materials, Excluded Waste 2762 Special pickups requested by a Customer, on days other than their regularly 2763 scheduled Collection day, will be available at an approved additional charge. 2764 Extra picks ups can be scheduled equating to up to six days per week total 2765 service.
2766 Other Requirements: Contractor shall contact Multi -Family Customers in advance of the start of 2767 service to determine appropriate Container sizes and service frequency. 2768 Contractor shall open and close gates, push and/or pull Containers, lock and 2769 unlock Containers, or perform other services as reasonably necessary to access 2770 and empty Containers (additional charge may apply).
Containers:
Container Sizes:
Service Frequency:
Service Location:
Acceptable Materials:
Prohibited Materials:
Additional Service:
2771. 2. Recyclable Materials Collection
2772 Contractor shall Collect Recyclable Materials in Contractor -provided Containers not less than one (1) 2773 time per week from Multi -Family Customers and Transport all Recyclable Materials to the Approved 2774 Recyclable Materials Processing Facility for Processing. 2775 Carts, Bins, Compactors
2776 64-, and 96 -gallon or comparable size Carts: 1-, 2-, 3-, 4-, 6-, and 8- cubic yard 2777 Bins; and, Compactors (as requested by Customer)
2778 Up to six (6) times per week but not less than one (1) time per week (as 2779 requested by Customer)
2780 Curbside or other Customer -selected service location at the Multi -Family 2781 Premises (difficult to service charges may apply if service location is not 2782 immediately accessible by the Collection vehicle)
2783 Acceptable Materials: Recyclable Materials
2784 Prohibited Materials: Solid Waste, Organic Materials, Excluded Waste Containers:
Container Sizes:
Service Frequency:
Service Location:
87
2785 Additional Service: Special pickups requested by a Customer, on days other than their regularly 2786 scheduled Collection day, will be available at an approved additional charge. 2787 Extra picks ups can be scheduled equating to up to six days per week total 2788 service.
2789 Other Requirements: Contractor shall contact Multi -Family Customers in advance of the start of 2790 service to determine appropriate Container sizes and service frequency. 2791 Contractor shall open and close gates, push and/or pull Containers, lock and 2792 unlock Containers, or perform other services as reasonably necessary to access 2793 and empty Containers (additional charge may apply). 2794 Multi -Family Customers with no greater than once per week individual cart 2795 service will receive one (1) Recyclable Materials cart free of additional charge. 2796 Contractor may assess a "contamination fee" per event for Customers who have 2797 repeatedly (no less than three times in a calendar year) placed more than ten 2798 percent (10%) by volume of prohibited materials in their Recyclable Materials 2799 Container. Prior to assessing such contamination fee, Contractor must provide 2800 targeted education (e.g. through the use of a tag on the Container) no less than 2801 three times to that specific Customer. Such education shall, at a minimum, 2802 notify the Customer of the specific materials that have been incorrectly placed 2803 and inform the Customer as to which Container the materials should be placed. 2804 Upon assessment of the contamination fee, Contractor shall document the 2805 presence of prohibited items through photographic record and make such 2806 documentation available to the Customer and/or Agency Contract Manager, 2807 upon request.
2808 3. Organic Materials Collection
2809 Contractor shall Collect Organic Materials in Contractor -provided Carts no less than one (1) time per 2810 week (i) from all Multi -Family Customers who are subject to the requirements of AB 1826 and do not 2811 refuse the service, and (ii) from all other Multi -Family Customers who subscribe for the service. Under 2812 both (i) and (ii), Contractor shall be entitled to charge for Organic Materials Collection service at the 2813 then -applicable Rates for the service. Contractor shall transport all Organic Materials to the Approved 2814 Organic Materials Processing Facility for Processing. If a Multi -Family Customer subject to the 2815 requirements of AB 1826 refuses Organics Materials Collection Service, Contractor shall not be required 2816 to provide service to that Customer and shall notify the applicable RA Member of the Customer's refusal 2817 within 30 days and in Contractor's quarterly report. "Subject to the requirements of AB 1826" means 2818 that the Multi -Family Customer is subscribed for a volume of weekly Solid Waste service equal to or 2819 greater than the applicable volume threshold set forth in California Public Resources Code 2820 §42649.81(x)(2), (3) or (4).
2821 Container: Carts
2822 Container Sizes: 64-, and 96 -gallon or comparable size Carts (as requested by Customer). 88
2823 Service Frequency:
2824
2825 Service Location:
2826
2827
2828 Acceptable Materials:
2829 Prohibited Materials:
2830 Additional Service:
2831
2832
2833
2834 Other Requirements:
2835
2836
2837
2838
2839
2840
2841
2842
2843
2844
2845
2846
2847
2848
2849
2850
2851
2852
2853
2854
2855
2856
2857
2858
Up to three (3) times per week but not less than one (1) time per week, as requested by the Multi -Family Customer.
Curbside or other Customer -selected service location at the Multi -Family Premises. (difficult to service charges may apply if service location is not immediately accessible by the Collection vehicle)
Organic Materials
Solid Waste, Recyclable Materials, Excluded Waste
Special pickups requested by a Customer, on days other than their regularly scheduled Collection day, will be available at an approved additional charge.
Extra picks ups can be scheduled equating to up to six days per week total service.
Contractor shall contact Multi -Family Customers in advance of the start of service to determine appropriate Container sizes and service frequency.
If a Customer places Organic Materials Container(s) for Collection and the materials placed in such Container(s) include a sufficient volume or particular type of Prohibited Materials that could reasonably result in the Approved Organic Materials Processing Facility either rejecting the material from Processing or charging Contractor a greater amount for Processing, Contractor may classify that set -out as "Contaminated". Contractor shall document any set - outs classified as Contaminated with photographic evidence of the presence of the Prohibited Material(s) and shall provide such evidence to the Regional Agency Contract Manager or Customer upon request. In the event of a Contaminated set -out, Contractor shall provide Customer with a written warning of the Contamination and instruct the Customer about how to properly separate and place Organic Materials for Collection and Contractor may, at their sole discretion, refuse to Collect the Container until it is no longer Contaminated. In the event that Contractor classifies more than two (2) set -outs in a consecutive three (3) month period as Contaminated, whether Collected or not, Contractor may assess the "Organics Contamination" Rate approved by the RA Member under this Agreement if Collected. In the event that Contractor has assessed the Organics Contamination Rate more than two (2) times in a consecutive six (6) month period, Contractor may cancel the Customer's subscription to the Organic Materials program and may prohibit such Customer from subscribing to the program until they demonstrate to the satisfaction of the Contractor or Regional Agency Contract Manager that adequate measures have been implemented to prevent future contamination.
2859 4. Bulky Item/Reusable Materials Collection
2860 Contractor shall Collect Bulky Items and Reusable Materials from Multi -Family Customers and transport 2861 the Collected materials to the Approved Reusable Materials Processing Facility for Processing. 2862
89
2863 Containers:
2864 Service Level:
2865
2866
2867 Service Frequency:
2868 Service Location:
2869 Acceptable Materials:
2870 Prohibited Materials:
2871
2872 Additional Service:
2873
2874
2875
2876
2877
2878 Other Requirements:
2879
2880
Not applicable
Up to two (2) cubic yards of Reusable Materials, up to five (5) E -Waste items, AND up to two (2) Appliance or Bulky Item. Appliances with Freon count as two (2) Bulky Items.
Up to two (2) times per year (as requested by Multi -Family Customer) Curbside or other location approved by Contractor
Reusable Materials, Appliances, Bulky Items, E -Waste, and U -Waste Solid Waste, Organic Materials, Recyclable Materials, Excluded Waste or any single item that exceeds two hundred (200) lbs. in weight Upon Multi -Family Customer request, Contractor shall Collect additional items which exceed the required Service Level and may charge the "Additional Bulky Item" Rate approved by the RA Member.
Contractor shall provide additional Collection events for a Customer beyond two (2) per year and may charge the "Additional Bulky Item Collection" Rate approved by the RA Member.
The Contractor shall provide the service to the Customer within five (5) Business Days of the Customer's requested service date, as mutually agreed upon by the Customer and Contractor.
90
2881
2882
2883
2884
2885
2886
2887
ATTACHMENT B3:
COMMERCIAL SERVICES
1. Solid Waste Collection
Contractor shall Collect Solid Waste in Contractor -provided Containers not less than one (1) time per week from Commercial Customers and transport all Solid Waste to the Approved Disposal Facility for Disposal.
2888 Containers:
2889 Container Sizes:
2890
2891 Service Frequency:
2892
2893 Service Location:
2894
2895
2896 Acceptable Materials:
2897 Prohibited Materials:
2898 Additional Service:
2899
2900
2901
2902 Other Requirements:
2903
2904
2905
2906
Carts, Bins, Compactors.
64-, and 96 -gallon or comparable size Carts: 1-, 2-, 3-, 4-, 6-, and 8- cubic yard Bins; and, Compactors (as requested by Customer).
Up to six (6) times per week but not less than one (1) time per week, as requested by Customer.
Curbside; or other Customer -selected service location at the Commercial Premises (difficult to service charges may apply if service location is not immediately accessible by the Collection vehicle)
Solid Waste
Excluded Waste
Special pickups requested by a Customer, on days other than their regularly scheduled Collection day, will be available at an approved additional charge.
Extra picks ups can be scheduled equating to up to six days per week total service
Contractor shall contact Commercial Customers in advance of the start of service to determine appropriate Container sizes and service frequency.
Contractor shall open and close gates, push and/or pull Containers, lock and unlock Containers, or perform other services as reasonably necessary to access and empty Containers (additional charge may apply).
2907 2. Recyclable Materials Collection
2908 Contractor shall Collect Recyclable Materials and/or Source Separated Recyclable Materials in 2909 Contractor -provided Containers not less than one (1) time per week from Commercial Customers and 2910 Transport all Recyclable Materials to the Approved Recyclable Materials Processing Facility for 2911 Processing or, at Contractor's discretion, to any Person who will make a net payment to Contractor for 2912 the delivery of the Source -Separated Recyclable Materials. 2913 Containers:
2914 Container Sizes:
2915
2916 Service Frequency:
2917
2918 Service Location:
2919
2920
2921 Acceptable Materials:
Carts, Bins, Drop Boxes, Compactors
64-, and 96 -gallon or comparable size Carts:1-, 2-, 3-, 4-, 6-, and 8- cubic yard Bins; and, Compactors (as requested by Customer)
Up to six (6) times per week but not less than one (1) time per week, as requested by Customer
Curbside or other Customer -selected service location at the Commercial Premises (difficult to service charges may apply if service location is not immediately accessible by the Collection vehicle) Recyclable Materials
91
2922 Prohibited Materials: Solid Waste, Organic Materials, Excluded Waste 2923 Additional Service: Special pickups requested by a Customer, on days other than their regularly 2924 scheduled Collection day, will be available at an approved additional charge. 2925 Extra picks ups can be scheduled equating to up to six days per week total 2926 service.
2927 Other Requirements: Contractor shall contact Commercial Customers in advance of the start of 2928 service to determine appropriate Container sizes and service frequency. 2929 Contractor shall open and close gates, push and/or pull Containers, lock and 2930 unlock Containers, or perform other services as reasonably necessary to access 2931 and empty Containers (additional charge may apply). 2932 Contractor may assess a "contamination fee" per event for Customers who have 2933 repeatedly (no less than three times in a calendar year) placed more than ten 2934 percent (10%) by volume of prohibited materials in their Recyclable Materials 2935 Container. Prior to assessing such contamination fee, Contractor must provide 2936 targeted education (e.g. through the use of a tag on the Container) no less than 2937 three times to that specific Customer. Such education shall, at a minimum, 2938 notify the Customer of the specific materials that have been incorrectly placed 2939 and inform the Customer as to which Container the materials should be placed. 2940 Upon assessment of the contamination fee, Contractor shall document the 2941 presence of prohibited items through photographic record and make such 2942 documentation available to the Customer and/or Agency Contract Manager, 2943 upon request.
2944 Contractor shall document and report to the Regional Agency Contract Manager 2945 each instance where Contractor delivers Source Separated Recyclable Materials 2946 to a Person other than the Approved Recyclable Materials Processing Facility. 2947 Such report shall include the Person to whom the materials were delivered, the 2948 specific type of materials delivered (e.g., cardboard, metal etc.), the number of 2949 Tons, and the amount received in payment for the delivery. 2950 3. Organic Materials Collection
2951 Contractor shall Collect Organic Materials in Contractor -provided Containers no less than one (1) time 2952 per week from (i) all Commercial Customers who are subject to the requirements of AB 1826 and do not 2953 refuse the service, and (ii) from all other Commercial Customers who subscribe for the service. Under 2954 both (i) and (ii), Contractor shall be entitled to charge for Organic Materials Collection service at the 2955 then -applicable Rates for the service. Contractor shall Transport all Organic Materials to the Approved 2956 Organic Materials Processing Facility for Processing. If a Commercial Customer subject to the 2957 requirements of AB 1826 refuses Organics Materials Collection Service, Contractor shall not be required 2958 to provide service to that Customer and shall notify the applicable RA Member within 30 days of the 2959 Customer's refusal and in Contractor's quarterly report. "Subject to the requirements of AB 1826" 2960 means that the Commercial Customer is subscribed for a volume of weekly Solid Waste service equal to 2961 or greater than the applicable volume threshold set forth in California Public Resources Code 2962 §42649.81(a)(2), (3) or (4).
92
2963 Containers:
2964 Container Sizes:
2965
2966 Service Frequency:
2967
2968 Service Location:
2969
2970
2971 Acceptable Materials:
2972 Prohibited Materials:
2973 Additional Service:
2974
2975
2976
2977 Other Requirements:
2978
Carts, Bins, Compactors
64-, and 96 -gallon or comparable size Carts:1- and 2- cubic yard Bins; and, Compactors (as requested by Customer)
Up to six (6) times per week but not less than one (1) time per week, as requested by Customer
Curbside or other Customer -selected service location at the Commercial Premises (difficult to Service charges may apply if service location is not immediately accessible by the Collection vehicle) Organic Materials
Solid Waste, Recyclable Materials, Excluded Waste
Special pickups requested by a Customer, on days other than their regularly scheduled Collection day, will be available at an approved additional charge.
Extra picks ups can be scheduled equating to up to six days per week total service.
Contractor shall contact Commercial Customers in advance of the start of service to determine appropriate Container sizes and service frequency. 2979 Contractor shall open and close gates, push and/or pull Containers, lock and 2980 unlock Containers, or perform other services as reasonably necessary to access 2981 and empty Containers (additional charge may apply). 2982 If a Customer places Organic Materials Container(s) for Collection and the 2983 materials placed in such Container(s) include a sufficient volume or particular 2984 type of Prohibited Materials that could reasonably result in the Approved 2985 Organic Materials Processing Facility either rejecting the material from 2986 Processing or charging Contractor a greater amount for Processing, Contractor 2987 may classify that set -out as "Contaminated". Contractor shall document any set - 2988 outs classified as Contaminated with photographic evidence of the presence of 2989 the Prohibited Material(s) and shall provide such evidence to the Regional 2990 Agency Contract Manager or Customer upon request. In the event of a 2991 Contaminated set -out, Contractor shall provide Customer with a written 2992 warning of the Contamination and instruct the Customer about how to properly 2993 separate and place Organic Materials for Collection and Contractor may, at their 2994 sole discretion, refuse to Collect the Container until it is no longer 2995 Contaminated. In the event that Contractor classifies more than two (2) set -outs 2996 in a consecutive three (3) month period as Contaminated, whether Collected or 2997 not Contractor may assess the "Organics Contamination" Rate approved by the 2998 RA Member under this Agreement if Collected. In the event that Contractor has 2999 assessed the Organics Contamination Rate more than two (2) times in a 3000 consecutive six (6) month period, Contractor may cancel the Customer's 3001 subscription to the Organic Materials program and may prohibit such Customer 3002 from subscribing to the program until they demonstrate to the satisfaction of 93
3003 the Contractor or Regional Agency Contract Manager that adequate measures 3004 have been implemented to prevent future contamination. 3005
94
3006
3007 ATTACHMENT B4: RA MEMBER SERVICES
3008
3009 1. Commercial Customer Services to RA Member Facilities 3010 Contractor shall Collect Solid Waste, Recyclable Materials, Source Separated Recyclable Materials, 3011 Organic Materials, and Bulky Items and Reusable Materials from RA Member facilities in the same 3012 manner as those services are provided to Commercial Customers. Contractor shall provide service to all 3013 existing RA Member facilities identified in Attachment B5 as well as any future RA Member facilities 3014 established after the commencement of services. Contractor shall provide these services at no 3015 additional cost to the RA Member.
3016
95
3017 ATTACHMENT B5:
3018 RA MEMBER FACILITY SERVICE LEVELS AND LOCATIONS
3019 RA Member Facilities
3020 Contractor will collect Solid Waste, Recyclable Materials, Organic Materials, and Bulky Items and 3021 Reusable Materials from RA Member facilities in the same manner as those services are provided to 3022 Commercial Customers. Contractor will provide service to all RA Member facilities (both existing 3023 facilities and RA Member facilities established after the Commencement Date), at no additional cost to 3024 the RA Member. Listed below are current RA Member facilities receiving Collection services and other 3025 facilities such as parks that may or may not currently be serviced but are included in the Franchise 3026 Agreement as a RA Member Facility.
RA;INIE
R FACILITIES
OF HO
STER
Service Address
Facility Name
395 Apollo Ct.
City of Hollister Police
2690 San Juan Hollister Rd
City of Hollister Water Treatment Plant
2000 Aero Star Way
City of Hollister- Airport
60 Airport Drive
City of Hollister- Airport
90 Skylane Drive
City of Hollister Airport
1331 South Street
City of Hollister -Animal Shelter
365 Fourth St
City of Hollister -Briggs Building
375 Fifth St.
City of Hollister -City Hall
1321 South St.
City of Hollister -City Yard
300 West St
City of Hollister -Community Center
1000 Union Rd
City of Hollister -Fire
110 Fifth St
City of Hollister -Fire Dept
649 San Benito St
City of Hollister -Veteran's Memorial Building
Service Address
Facility Name
311 Second St., A
San Juan Bautista City Hall
311 Second St.
San Juan Bautista Fire Station
701 Second St.
San Juan Bautista Corp Yard
801 Second St.
San Juan Bautista Library
Service Address
Facility Name
710 Flynn Rd.
County Jail
708 Flynn Rd
SBC Juvenile Hall
3220 Southside Rd.
SBC Agriculture Department
3220 Southside Rd.
SBC Corporation Yard
3240 Southside Road
County Transit Agency
481 4th Street
SBC Administration Department
2301 Technology Drive
SBC Sheriff
96
2301 Technology Drive
SBC Resource Management Agency
Hwy 25
SBC Training Facility (range)
1221 Memorial Drive
Bertha Briggs Building
2650 John Smith Road
Household Hazardous Waste Events
3027
3028
PARKS
CITY OF HOLLISTER
3029
3030
3031
Service Address
Park Name
2045 San Juan Road
Brigantino Park
1151 Buena Vista Road
Calaveras School Park
2151 Cerra Vista Drive
Cerra Vista School Park
600 West Street
Dunne Park
Beverly Drive/Spruce Drive
Frank Klauer Memorial Park
Central Avenue
John Z. Hernandez Memorial Park
Las Brisas between Hillcrest & Sunnyslope
Las Brisas Park
Marguerite Maze School/Meridian Road
Marguerite Maze Sports Complex
Prospect/Park Street
Rancho San Justo Sports Complex
San Andreas School/Alvarado Drive
McCarthy Park
San Felipe/Fallon next to CDF
Jerry Gabe Memorial Park
Bridge Road/Bridgeville Subdivision
Tony Aguirre Memorial Park
2381 Driftwood Court
Valley View park
498 Hill Court
Vista Park Hill
Service Address
CITY OF SAN JUAN BAUTITA
Park Name
409 Fifth Street
Abbe Park
Third Street & San Jose Street
Verutti Park
COUNTY OF SAN J ENITO
Service Address
Park Name
1023 Memorial Drive
Veterans Memorial Park/ Softball Fields/Skate Park
8300 Airline Highway
San Benito County Historical Park
1221 Memorial Drive
Bertha Briggs Memorial Youth Center
97
3032
3033 ATTACHMENT B6:
3034 RA MEMBER PUBLIC LOCATION SERVICE LEVELS
3035 Contractor will collect materials deposited in Public Solid Waste, Recyclable Materials and Organic 3036 Materials Containers which are located in the Regional Agency Service Area and are listed below and 3037 shown on the attached map. The RA Member reserves the right to change the service schedule at any 3038 time during the term of this Agreement upon not less than thirty (30) calendar days written notice to 3039 Contractor and may add Public Containers as it deems necessary. Contractor shall provide these services 3040 at no additional cost to the RA Member.
PUBLIC RECEPTACLES*
CITY OF HOLLISTER
Service Address
# of trash/recycle receptacles
Third -Fourth Street
5 Fourth -Fifth Street
6 Fifth -Sixth Street
9 Sixth -Seventh Street
8 Seventh -South Street
9 South -Hawkins Street
3 CITY OF SAN JUAN BAUTISTA
Service Address
# of trash/recycle receptacles
Second/Polk Street
2 Franklin -Washington Street
2 Washington -Polk Street
2 Polk-Muckelemi Street
2 COUNTY OF SAN BENITO
Service Address
# of trash/recycle receptacles
3041.
3042 *Map of locations available upon request from Recology. 3043
3044
3045
3046
98
3047
3048
3049
3050
ATTACHMENT B7:
RA MEMBER COMMUNITY EVENTS SCHEDULE
Event or Venue
Location
Estimated Date
CITY OF HOLLISTER
Downtown Spring Cleanup
Monterey Street
May
Wine & Beer Stroll
Downtown Hollister
May
Hollister Air Show
Hollister Airport, 90 Skylane Dr.
May /June
Hollister Motorcycle Rally (AKA Hollister
Independence Rally)
455 San Benito Street
June /July
Street Festival and Car Show
San Benito Street
July
Hollister Concerts/Tributes
500 John Smith Road
Summer
Relay for Life
TBD
July
Farmers Market
San Benito Street
Summer
Beer & Bacon Crawl
Downtown Hollister
Sept. (Cancelled 2017)
Holiday of Lights Celebration
455 San Benito Street
Early December
Hollister Firefighters/Breakfast w/ Santa
670 College Street
Early December
CITY OF SAN JUAN BAUTISTA
San Juan Bautista Arts and Crafts Show
311 Second Street
March
The Great San Juan Bautista Rib Cook -Off
Second Street
May
California Indian Market/Peace Dance
SLB School
May
Show and Shine Car Show
Downtown
May
Early Days at SJB Park
SJB State Park
June
Old Mission Fiesta
Mission San Juan
June
Los Padrinos Car Show
Downtown
June
Living History Days
SJB State Park
Each month
Antique & Collectibles Fair
Historic City of San Juan Bautista
August
National Make a Difference Day
Library & Luck Park Washington St.
Bridge
Community Center Downtown
City Hall & Fire Station
Abbe Baseball Park
October
Ghost Walk
Downtown
October
Kids Halloween Party
Downtown
October
Dia Day Los Muertos
Theatro and Downtown
November
Holiday Bonfire
Mission Parking Lot
December
Holiday Parade
3rd Street (San Juan School)
Early December
COUNTY OF SAN BENITO
San Benito Saddle Horse Show
9000 Airline Parkway/Tres Pinos
June
Indian Canyon Storytelling
Indian Canyon
July
Bluegrass Festival
San Benito Park/Tres Pinos
August
Aromas Day
Downtown Aromas
August
San Benito County Fair
9000 Airline Parkway/Tres Pinos
Sept./October
San Benito Olive Festival
Brigantino Park, 2037 San Juan
Road, Hollister
October
99
3051
3052 ATTACHMENT B8:
3053 PUBLIC EDUCATION AND OUTREACH REQUIREMENTS
3054
3055 1. General Administration
3056 The RA Members place high importance on effective public outreach and education to help residents 3057 and businesses understand options and benefits of source reduction, reuse, Recycling, and Composting. 3058 General provisions are as follows:
3059 1. Prior to the Commencement Date and by April 1 of each following year during the Term of this 3060 Agreement, Contractor shall develop and submit an annual public education plan (PEP) to promote 3061 the programs performed by Contractor under this Agreement. The PEP will specify the target 3062 audience for services provided, community events, identify program objectives, tasks, public 3063 education materials to be developed or updated, opportunities to expand partnerships in the 3064 community, and timeline for implementation. Input shall be solicited from the Regional Agency 3065 Contract Manager (RACM) who will review deadlines, tasks and objectives and products 3066 developed. Contractor shall meet with the RACM to present and discuss the PEP, review the prior 3067 year's activities (including direct and in -kind donations made, sponsorships and services provided 3068 to RA Member community events) and determine whether community activities and the provision 3069 of services to the RA Members reflect the needs of RA Members. The RACM shall be allowed up to 3070 thirty (30) calendar days after receipt to review, request modifications, and approve the PEP. 3071 2. The RACM and Contractor shall meet a minimum of one (1) time per calendar quarter to discuss 3072 progress in commercial/multi-family technical assistance and increased recycling services, 3073 outreach, and educational campaigns and request changes or adaptations to the PEP. 3074 3. Contractor shall distribute instructional information, public education, and promotion materials in 3075 advance of, and following, commencement of services. This shall entail, at a minimum, distributing 3076 program literature with delivery of Containers. Contractor shall use multiple media sources 3077 including print, radio television, electronic / social media, and events to notify Customers of the 3078 change in their services and to highlight new program offerings. Transition and ongoing 3079 sector -specific collateral materials shall be developed and distributed and produced in English and 3080 Spanish.
3081. 4. When developing outreach, educational and promotional materials, Contractor shall work with the 3082 RACM to understand goals and objectives and ensure all public education efforts are delivered in a 3083 coordinated manner. All outreach and educational materials shall be thematically branded with 3084 consistent color and font, produced in English and Spanish; and photo -oriented to appeal to varied 3085 language and literacy levels. Materials shall also be made available in digital form and shall be 3086 printed double -sided by a San Benito County business on 100% recycled and recyclable paper. 3087 Prior to finalizing any collateral materials, and no fewer than four (4) weeks prior to the deadline 3088 for distribution, the draft shall be provided to the RACM for a final review before print. 3089 5. All RA Member facilities shall receive all public education and outreach materials and services 3090 provided to the Commercial sector. Contractor shall provide all printed public education materials 3091 to RA Member offices and facilities to have available for the public that visits those facilities and 3092 shall replenish the materials as requested by the RACM. 3093 6. Contractor shall develop and utilize corrective action notices that will also function as 100
3094 non -Collection and courtesy notices in clear instances of Customer non-compliance. Contractor 3095 shall develop and maintain a system of keeping records of and following up with Customers who 3096 receive non- Collection notices during Collection of materials. 3097 7. Contractor shall develop a website specific to its operations in San Benito County, with a section 3098 specific to Regional Agency and RA Members programs and services, that will be used to post 3099 educational materials for download, highlight program successes and provide Diversion statistics. 3100 Contractor shall prepare multi-lingual public education materials in English and Spanish and post 3101 the multi-lingual outreach materials on its website. 3102
3103 2. Public Education and Outreach Team
3104 To achieve a high level of recycling public education and awareness, Contractor shall employ a minimum 3105 of one full-time Waste Zero Manager (WZM) and one (1) full-time Waste Zero Specialist (WZS) to 3106 develop and implement all public education and outreach activities required by this Agreement for all 3107 RA Members and shall serve the Regional Agency Service Area exclusively. Also, during year 1 only of 3108 this Agreement, Recology shall have two additional WZS's. The public education and outreach staff shall 3109 work with the RA Members and the Regional Agency to conduct outreach, promote waste reduction, 3110 recycling, diversion programs, and provide technical assistance to Multi -family and Commercial 3111 Customers.
3112 The WZM shall have the following duties and responsibilities:
3113 1. Serve as liaison with the Regional Agency and RA Members. In this capacity, WZM shall participate 3114 in PEP and other strategy development meetings to increase recycling, organics collection, source 3115 reduction, reuse, and composting;
3116 2. Initiate and participate in community activities and offer support to local service organizations; 3117 3. Work with the WZS to ensure recycling for all sectors of residential, commercial, multi -family 3118 (MFD) is increasing, ensure recycling participation is high and ongoing efforts are provided to 3119 increase general knowledge of waste reduction alternatives. 3120 4. Meet with the RACM quarterly to discuss methods to increase recycling particularly for the 3121 Commercial and MFD and discuss methods to increase recycling and decrease solid waste. 3122 5. Develop and maintain relationships with the media and draft press releases to increase recycling 3123 participation and waste reduction alternatives, increase recycling event and workshop 3124 participation and promote other methods to increase diversion. 3125 6. Develop and participate in events and meetings in the community to promote recycling and 3126 diversion programs
3127 7. Ensure compliance with the Agreement, AB 341, AB 1826, AB 939 and other solid waste related 3128 mandates and requirements(s).
3129 The WZS shall have the following duties and responsibilities:
3130 8. The WZS's primary function is to increase recycling by providing onsite technical assistance to MFD 3131. and Commercial Service Recipients and meet with the Commercial primary decision maker (i.e., 3132 the person with authority to make service changes), janitorial staff, and employees using the 3133 services to increase recycling and decrease garbage and ensure employees (and residents of MFDs) 3134 fully participate in recycling and other diversion programs. 3135 9. Provide training to staff at Commercial and MFD accounts to ensure full knowledge and 101
3136 participation by the Commercial and MFD accounts, and periodically follow up with Commercial 3137 and MFD accounts to maximize recycling and reduce contamination. 3138 10. Initiate outreach and education opportunities in the community and have a clear understanding of 3139 San Benito County's unique challenges and provide solutions to increase diversion. Provide 3140 educational/outreach materials to assist Commercial and MFD accounts staff and their janitorial 3141 staff to know about and fully utilize the recycling program. Be proactive in reducing recurring 3142 contamination issues and implement solutions;
3143 11. Initiate and participate in recycling training workshops, Regional Agency and RA Members - 3144 sponsored activities, civic and business group meetings, and other community events to actively 3145 increase recycling;
3146 Contractor's WZM and WZS shall, at a minimum, perform the following additional tasks:
3147 12. Actively develop partnerships with the Regional Agency and RA Members' staff provides 3148 workshops and educational activities;
3149 13. Initiate recycling and other diversion activities at communityeventsandactivities; 3150 14. Ensure compliance and high level of quality Customer service of program services, as described 3151 in Attachment B to the Agreement;
3152 15. Ensure compliance with the Agreement and regulatory agencies having jurisdiction over 3153 Contractor's activities;
3154 16. Develop and implement the annual PEP;
3155 17. Initiate and provide onsite technical assistance meetings with Commercial and MFD accounts 3156 and meet with all Commercial and MFD accounts a minimum of one (1) time every year. For 3157 each technical assistance meeting, the WZS will complete each action as detailed in Attachment 3158 B8 -A and report progress. Provide training staff at the Commercial and MFD accounts and 3159 provide ongoing follow-up to ensure full participation in the programs. 3160 18. Provide the Quarterly Recycling Technical Assistance Report that provides the individual CTAP 3161 reports and summarizes noteworthy successes or challenges of the commercial technical 3162 assistance program CTAP site visits provided in the prior quarter. Attachment B8 -A. The reports 3163 shall be filed with the Contractor's quarterly reports required under Section 7.3.B and 3164 Attachment D.
3165 19. Actively encourage all Customers to use the educational information (posters, etc.) to fully 3166 participate in recycling and diversion programs.
3167 20. Plan recycling and organics program collection services for community events and large venues 3168 and coordinate with the event organizer to discuss location/placement of recycling /organics 3169 bins, recycling posters and other education to maximize diversion at each events or venue, 3170 provide diversion reporting. Provide recycling program planning materials to event/venue 3171 coordinator/facility staff to maximize recycling and reduce disposed waste; 3172 21. Develop and provide reports as required under this Agreement and/or requested by the RACM. 3173
3174 3. Sector -Specific Activities
3175 The following tables present the public education and outreach activities to be performed by Contractor 3176 as minimum requirements under this Agreement. Each type of Customer faces unique waste 3177 management opportunities and challenges; therefore, Contractor shall develop targeted, sector -specific 3178 educational materials and perform outreach activities as described for each Customer Type. 102
3179 Public Education and Outreach
3180 All printed materials also to be posted on the Contractor'swebsite. 3181 The following public education and outreach materials shall each be produced for the benefit of all Customer Types that receive Collection 3182 service from the Contractor. The listing is broken out between those materials and activities required during the initial start-up and rollout of 3183 Collection service and those required on an ongoing basis. 3184 Initial Start -Up Public Education and Outreach Materials and Activities Task
Description
Distribution /Frequency
ALL SECTORS
Print and Electronic
Advertising
Prepare/distribute a newspaper advertisement and electronic advertising (e.g., on a website) information that explains all programs that will be offered under the new Agreement.
One (1) time at beginning of
the Agreement (20-30 days
prior to contract start date).
Public Service
Announcement (PSA)
Prepare and distribute a PSA for local radio and cable television broadcast describing the new programs under the Agreement.
One (1) time at beginning of
the Agreement (20-30 days
prior to contract start date).
Press Release
Contractor shall produce a press release to advertise and promote all programs, with focus on any new programs that will be offered to each sector (Single -Family, Multi -Family, Commercial, schools, RA Members' facilities).
One (1) time at beginning of
the Agreement (20-30 days
prior to contract start date).
Social Media
Contractor shall produce content tailored for distribution via social media including Facebook, Twitter, and any others forms of social media mutually agreed upon.
Contractor to develop a specific plan for the content to be distributed.
Ongoing at least 45 days prior
to contract start date.
SINGLE-FAMILY
New Programs Mailing
Prepare and distribute an initial mailing to Single -Family Customers explaining the program changes in the new Agreement; changes from the existing Collection programs to new programs; and, the effective date of the change.
One (1) time at beginning of
the Agreement (45-60 days
prior to Commencement
Date) via direct mail.
Recycling Guide
Contractor to develop a "Recycling Guide" specific to Single -Family Customers and update the guide as needed. This guide to include information on the specific recyclables materials and organic materials (yard waste and food waste) accepted and what is not accepted, proper set out instructions, contact information, and provide program details described in Attachment 81. A section of the guide will specifically address proper methods of handling and Disposal of Hazardous and Electronic Wastes.
One (1) time at beginning of
the Agreement (20-30 days
prior to Commencement
Date).
103
Website
Contractor to develop a "Single -Family Customer" section on its website to inform Customers with "how-to" information for recycling, organics collection proper Container set -outs instructions, special collection information, and provide Single -Family Customers with links for additional resources. Provide Single -Family educational materials in this section of Contractor's website in PDF and/or video format. Include the current Rates charged to Single -Family Customers within the Agency Service Area.
At least thirty (30) days prior
to Commencement Date.
MULTI -FAMILY
New Programs Mailing
Prepare and distribute an initial mailing to all Multi -Family households as applicable within Service Area explaining the program changes in the new Agreement; changes from the existing Collection programs to new programs; and, the effective date of the change. Highlight that free recycling assessments are available to help them with their recycling program. The Contractor shall document the method used to satisfy this requirement, which may include Contractor providing the property manager/owner with sufficient copies of mailed materials to distribute to their tenants.
One (1) time at beginning of
the Agreement (45-60 days
prior to Commencement
Date) via direct mail to each
Multi -Family household (or
property manager/owner) in
the Service Area.
Recycling Guide
Contractor shall produce a "Recycling Guide" specific to Multi -Family Customers and update the guide as needed. This guide to include information on the specific recyclables materials and organic materials (yard waste and food waste) accepted and what is not accepted, proper set out instructions, contact information, and provide program details described in Attachment B2. Specifically address proper methods of Disposal of Hazardous and Electronic Wastes.
One (1) time at beginning of
the Agreement (20-30 days
prior to Commencement
Date).
Website
Contractor to prepare a "Commercial and Multi -Family Customer" section of its website where it will present "how-to" information for participating in Contractor- provided programs including proper Container set -outs and provide Multi- Family Customers with links to click on for additional resources. All other Multi- Family educational materials shall be posted on this section of Contractor's website in PDF and/or video format. The website shall also publish the current Rates charged to Multi -Family Customers within the Service Area. The website shall also provide Multi -Family property managers with an opportunity to request "Recycling assessments" or additional "move -in kits".
At least thirty (30) days prior
to Commencement Date.
104
COMMERCIAL
New Programs Mailing
Prepare and distribute an initial mailing to all Commercial Customers within the Regional Agency Service Area explaining the program changes in the new Agreement; changes from the existing Collection programs to new programs; and, the effective date of the change. Highlight the availability of free recycling assessments.
One (1) time at beginning of
the Agreement (45-60 days
prior to Commencement
Date) via direct mail.
Recycling Guide
Contractor to produce a "Recycling Guide" specific to Commercial Customers and update the guide as needed. This guide to include information on specific recyclables materials and organic materials (yard waste and food waste) accepted and what is not accepted, proper set out instructions, contact information, and provide program details described in for all Commercial programs described in Attachment B3. Highlight free recycling assessments. Include proper Disposal of Hazardous Wastes.
One (1) time at beginning of
the Agreement (20-30 days
prior to Commencement
Date) and as needed via direct
mail. Distributed during
Recycling assessments.
"How-to" Flyer: Recyclable
Materials
Prepare and distribute a "how-to" brochure explaining the Recycling Materials Collection programs for businesses.
One (1) time at beginning of
the Agreement (20-30 days
prior to contract start date)
via direct mail. Distributed
during Recycling assessments.
"How-to" Flyer: Organic
Materials
Prepare and distribute a flyer describing the Organic Materials Collection services available and how to prepare Organic Materials for Collection for businesses.
Distributed during Recycling
assessments.
Website
Contractor to prepare a "Commercial and Multi -Family Customer" section of its website where it will present "how-to" information for participating in Contractor- provided programs including proper Container set -outs and provide Commercial Customers with links to click on for additional resources. All other Commercial educational materials shall be posted on this section of Contractor's website in PDF and/or video format. The website shall also publish the current Rates charged to Commercial Customers. The website shall also provide Commercial businesses with an opportunity to request recycling assessments.
At least thirty (30) days prior
to Commencement Date.
3185
3186
3187
3188
3189
3190
105
3191 Ongoing Public Education and Outreach Materials and Activities 3192 Public Education and Outreach I Single -Family Education and Outreach Activities 3193 All printed materials also to be posted to the Company'swebsite.
Task
Description
Distribution/Frequency
Bill insert
Each RA Member may direct Contractor to produce and insert mailers with billings relating to RA community events, newsletter, other public education and outreach activities, other environmental programs, and authorized rate increases up to six (6) times per year.
Bi-monthly in each Customer
bill
Recycling Guide
Contractor shall produce a "Recycling Guide" specific to Single -Family Customers and update the guide as needed. Guide to include information on specific recyclables materials and organic materials (yard waste and food waste) accepted and what is not accepted, proper set out instructions, contact information, and provide program details described in for all Single -Family programs described in Attachment B1. A section of the guide will specifically address proper methods of handling and Disposal of Hazardous Wastes.
To each new Single -Family
Customer throughout Term of
Agreement.
Neighborhood Group & HOA
Visits
Provide onsite technical assistance or training to homeowner associations and other neighborhood groups and associations to promote and explain the Recycling programs included in this Agreement.
At Regional Agency Contract
Manager or Customer request.
Biennial Newsletter
Prepare and distribute biennial (Spring and Fall ) newsletters that creatively inform Residential Customers about Bulky Item pick-ups, home Composting, proper handling of Household Hazardous Waste, E -Waste, and U -Waste, other environmental conservation topics statistics, trends, and facts about programs performed under this Agreement (Le. material Collected, Tonnage, year over year increase/decrease, markets for material Collected, what each material is Recycled into, and the importance of buying Recycled). Contractor shall include an educational section in each newsletter geared towards children.
Spring and Fall each year
included in each mailed
Customer bill and
downloadable from electronic
Customer bills.
Corrective Action Notices
Produce a Single -Family Customer oriented corrective action notice for use in instances where the Customer includes prohibited materials in a Container or fails to properly prepare or set -out Containers.
As needed.
3194
3195
106
3196
Task
Description
Distribution/Frequency
Website
Contractor shall prepare a "Single -Family Customer" section of its website where it will present Customers with "how-to" information for participating in Contractor -provided programs including proper Container set -outs and provide Single -Family Customers with links to click on for additional resources. All other Single -Family educational materials shall be posted on this section of Contractor's website in PDF and/or video format. The website shall also publish the current Rates charged to Single -Family Customers within the RegionalAgency Service Area.
Updated no less than
quarterly.
Social Media
Contractor shall produce content tailored for distribution via social media including Facebook, Twitter, and any others forms of social media mutually agreed upon.
Contractor to develop a specific plan for the content to be distributed, included a calendar delineating the frequency of posts and tweets.
Ongoing
107
3197 Public Education and Outreach I Commercial and Multi -Family Education and Outreach Activities 3198 All printed materials also to be posted to the Company'swebsite.
Task
Description
Distribution/Frequency
Bill insert
Each RA Member may direct Contractor to produce and insert mailers with billings relating to RA community events, newsletter, other public education and outreach activities, other environmental programs, and authorized rate increases up to four (4) times per year.
Bi-monthly in each Customer
bill as applicable.
Recycling Guide
Contractor to produce a "Recycling Guide" specific to Commercial and Multi -Family Customers and update the guide as needed. This guide to include information on all acceptable materials for recycling and organics collection and what is considered contaminants and contact information. All Commercial and Multi -Family programs described in Exhibit B2. A section of the guide will specifically address proper methods of handling and Disposal of Hazardous Wastes, Electronic waste.
Via direct mail to each
Commercial and Multi -Family
household in Regional Agency
Service Area as applicable.
Biennial Newsletter
Prepare and distribute biennial (Spring and Fall) newsletters that creatively inform Commercial and Multi -Family Customers about topics as availability of Bulky Item pick-ups, Composting, proper handling of Household Hazardous Waste, E -Waste, and U- Waste, environmental conservation statistics, trends, and facts about programs performed under this Agreement (i.e., material Collected, Tonnage, year over year increase/decrease, importance of buying recycled content products, non-toxic materials, etc.).
Biennial (Spring and Fall) via
direct mail to each
Commercial and Multi- Family
household in Regional Agency
Service Area as applicable.
108
3199
Task
Description
Distribution/Frequency
Technical Assistance: Recycling
Assessments
Provide onsite technical assistance at least one (1) time annually for all Commercial and MFD customers and other facilities with a special focus on AB341 and AB 1826 accounts to ensure compliance. Technical Assistance is to meet requirements of this Attachment B8 and include on site walk through of facility, training of staff, provide posters/outreach materials, provide cost savings resulting from increasing recycling and organics (and reducing garbage services), and include recommendations to increase recycling and reduce contamination.
Contractor to work with customer service and operations to implement service level changes, as needed.
Prepare Recycling Assessment reports for each technical assistance site visit.
Submit reports, see Attachment B8 -A, to RACM to document Customers that received technical assistance in the prior quarter.
Provide onsite technical
assistance to all Commercial
and MFD accounts at least one
(1) time per year, plus
follow-up meetings with
individual Customers, as
needed. Ensure attention and
compliance is provided for
Commercial and MFD accounts
that meet AB 341 and AB 1826
requirements.
"How-to" Brochure: Recyclable
Materials
Prepare and distribute a "how-to" brochure explaining the Recycling Materials Collection programs, contaminants, staff training tips and other information.
Distributed during Recycling
assessments.
"How-to" Brochure: Organic
Materials
Prepare and distribute a brochure describing the Organic Materials Collection services acceptable material, contaminants, staff training tips and other information.
Distributed during Recycling
assessments.
Recycling and Organics Posters
Produce and distribute Recycling assessments laminated Recycling and Organics posters that provide graphic illustrations of acceptable and prohibited materials within each program.
Distributed during Recycling
assessments.
Move -In Kits
Prepare and distribute "move -in kits" for property managers and owners of MFD accounts to provide new tenants. Move -in kits shall include, at a minimum, a Multi-Family/Commercial Recycling guide and promote the availability of a Recycling Tote for residents.
Distributed during onsite
Recycling assessments.
109
3200
Task
Description
Distribution/Frequency
Training and Workshops
Offer and provide training and workshops for staff of Commercial and tenants for MFD accounts. Training should focus on how to use the Recycling and Organics program and provide a focus to janitorial staff to ensure they have knowledge of and participate in the recycling program.
At Commercial and MFD or RA
Member or Regional Agency
request.
Website
Contractor to prepare a Commercial and "Multi -Family Customer" section of its website where it will present "how-to" information for participating in Contractor- provided programs including Acceptable materials, HHW, Universal Waste, Electronics Waste, Source Reduction, Buy Recycled and other waste prevention resources. Post Commercial and Multi- Family educational materials shall be posted on this section of Contractor's website in PDF and/or video format. The website shall also publish the current Rates charged to Multi -Family Customers within the Service Area. The website to provide Multi -Family property managers with an opportunity to request "Recycling assessments" or additional "move -in kits".
Updated quarterly.
Social Media
Contractor to produce content tailored for distribution via social media including Facebook, Twitter, and any others forms of social media mutually agreed upon. Contractor to develop a specific plan for the content to be distributed, included a calendar delineating the frequency of posts and tweets.
Ongoing
AB341 and AB 1826 Outreach
Activities
Contractor to develop and distribute AB341 and AB 1826 information and requirements.
One (1) time annually
Program Announcements
On each bill, Contractor to include a brief statement to Commercial Customers providing service -related announcements such as messages about new services, the on -call clean-up and Bulky Item pick-up services, proper handling of Household Hazardous Waste, etc.
Included in Customer bill.
Corrective Action Notices
Produce a Commercial and Multi -Family Customer oriented corrective action notice for use when Customer has prohibited materials/contamination in a Container or fails to properly prepare or set -out Containers.
As needed.
110
3201
3202 All printed materials also to be posted to the Company's website as well as links to teacher resources. 3203
3204 The Regional Agency, RA Members and the Contractor shall collaborate on providing outreach to schools. 3205
Public Education and Outreach I Schools
Task
Description
Distribution/Frequency
Educational Materials
Develop and distribute educational materials geared towards younger /school audiences including an educational video, an activity book, and recycling posters. The video shall be made accessible through RA Members and Regional Agency portions of the Contractor website.
Upon request
Technical Assistance:
Recycling Assessment
Provide recycling and organics collection technical assistance to ensure compliance with AB341 and AB 1826 and provide annual recycling assessments, calculate Diversion rates, communicate results, provide recommendations to improve diversion.
Provide at least 1 onsite technical
assistance meeting annually. Agenc
or RA Members' Request.
Presentations
Develop and implement a curriculum to teach children how to Recycle and Compost at school, source reduction, reuse at school and at home.
At School or Regional Agency or RA
Members' Request.
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3207
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3208 Attachment B8 -A: Commercial Recycling and MFD Technical Assistance /Recycling Assessment Report Date of on -site technical assistance:
Business/MFD/School/Facility Name:
Owner/Decision-maker (DM) name, title and contact info:
Item
Action
✓ Completed
1. Meet on site with business owner, facility manager or other decision maker (DM) who has authority to change recycling/organics/solid waste service levels. Discuss current services/costs. Walk thru facility with DM to determine ways to increase recycling, improve convenience for staff to recycle, and decrease solid waste service.
2. Provide outreach materials, posters, and other tools to help increase recycling/ organics collection and discuss location to place recycling posters and recycling bins in facility with DM.
3. Train janitorial or staff to properly collect/place recyclables in correct containers. Ensure to train janitorial on how to properly use both the inside and outside recycling containers.
4. Demonstrate cost savings to DM through analyzing the before and after service levels implementing recycling and/or organics collection services.
5. Document results of on -site technical assistance. For example:
➢ Increased recycling 2 -yard bin to 3 -yard bin 2x/week and decreased garbage service from 3x/week to 2x/week
➢ Trained janitorial on 3/15/17
DOCUMENT RESULTS HERE:
Waste
Zero Specialist Name/Signature
Date:
3209
3210
3211
3212
3213
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3214
3215
3216
3217
3218
ATTACHMENT C
JOINT POWERS INTEGRATED WASTE MANAGEMENT AGREEMENT (1995) AND SAN BENITO COUNTY INTEGRATED WASTE MANAGEMENT REGIONAL AGENCY COST SHARING AGREEMENT (2006) 113
3219
3220
3221
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ATTACHMENT D
REPORTING REQUIREMENTS
3222 As set forth in this Attachment, Contractor shall submit reports to the Regional Agency and RA Members 3223 in an agreed upon format that provides information that can be used to, among other things:
3224 1. Provide concise and comprehensive program information and metrics for use in fulfilling 3225 reporting requirements under AB 939, AB 341, AB 1826 and other Applicable Law. 3226 2. Evaluate past and expected progress towards achieving the Contractor's Diversion goals and 3227 objectives.
3228 3. Determine needs for adjustment to programs.
3229 4. Evaluate Customer service and complaints as applicable. 3230 Quarterly Report Content
3231 Quarterly reports shall be presented by Contractor to show the following information for each month in 3232 the reported quarter and include a quarterly average. In addition, each quarterly report shall show the 3233 past four (4) quarters average for data comparison (the first three (3) quarters of the Agreement shall 3234 only include the available quarterly information). 3235 1. Tonnage Report
3236 • Tonnage delivered to each Approved Facility by Customer Type, subtotaling and clearly 3237 identifying those Tons that are Disposed and those that are Diverted, inclusive of any 3238 Abandoned Waste.
3239 • Quarterly measured contamination levels for Single -Family Recyclable Materials, Commercial 3240 (inclusive of Multi -Family) Recyclable Materials, Single -Family Organic Materials, and 3241 Commercial Organic Materials (inclusive of Multi -Family) as reported by the Approved Facilities. 3242 • Units of Used Oil, E -Waste, U -Waste, and Bulky Items Collected by CustomerType. 3243 • Recyclable Materials Tonnage Marketed (by commodity and including average commodity value 3244 for each) and Processing Residue Tonnage Disposed. 3245 • Organic Materials Tonnage Marketed and Processing Residue Tonnage Disposed. 3246 2. Customer Report
3247 • Number of Customers by Customer Type.
3248 • Number of Containers at each Service Level by Customer Type and program. Summarizing the 3249 total gallons of Cart service, cubic yards of Bin service, and pulls and cubic yards or Tons of 3250 Compactor service by Customer Type. Report should calculate the average volume of service 3251 received per: Single -Family Customer; Multi -Family dwelling unit; Commercial Customer; and, 3252 C&D Customer as applicable.
3253 • Number of Bulky Item/Reusable Materials Collection events by Customer Type. Participation 3254 percentage by program and Customer Type where the participation percentage is calculated as 3255 the number of Customers who have subscribed to or requested service under the program 3256 relative to the number of Customers of that Customer Type subscribing to Solid Waste service. 3257 Contractor shall not be required to submit participant Customer names and addresses as part of 3258 the regular reporting; however, such information shall be provided to the Regional Agency 3259 Contract Manager upon request.
3260 3. RA Member Report
3261 • RA Member facility Diversion rate report (Le. volume of service by Service Type received by each 3262 RA Member Facility and the percentage of the total Service Levels that are for Diversion services 3263 relative to the total).
3264 • Summary report on the programs offered to RA Members as described in Attachments B5 -B7 3265 focused on when each service was provided, and any issues/concerns identified. 3266 • Summary report on free compost donated, and results of e -waste and shred events. 3267 • Summary report on any community clean-up events. 115
3268 • Summary report on Abandoned Waste trouble spots where the Contractor repeatedly observes 3269 litter.
3270 • Summary report on Public Container trouble spots where the Contractor repeatedly observes 3271 litter.
3272 4. Customer Service Report
3273 • Number of Customer calls listed separately by complaints and inquiries (where inquiries include 3274 requests for Recycling information, Rate information, etc.). For complaints, list the number of 3275 calls separately by category (e.g., missed pickups, scheduled cleanups, billing concerns, damage 3276 claims, etc.).
3277 • Number of new service requests for each Customer Type and program. 3278 • Number of events of Discarded Materials being tagged for non -Collection summarized by the 3279 reason for tagging (e.g., inclusion of non -Recyclable or non-Compostable materials, improper 3280 set out, Hazardous Waste, etc.).
3281 • Number of hits and unique visitors to the Contractor'swebsite. 3282 • Number of Customers utilizing electronic billing. 3283 5. Education and Outreach Report
3284 • Provide a status report of Contractor's actual activities completed compared to the annual 3285 public education plan. For each completed item, document the results including what date the 3286 activity was performed, how many Customers were targeted or participated, and what methods 3287 were used to accomplish the task, if different from the plan. The status report shall detail all 3288 public education and outreach activities associated with compliance with AB 341, AB 1826 and 3289 other related laws and regulations.
3290 • Summarize the Recycling assessments provided to Customers (reporting Multi- Family separate 3291 from Commercial) by identifying the number of Recycling assessments conducted each month in 3292 the most -recently completed quarter, and contact information including address, contact 3293 names, telephone number of Persons contacted, number of units (for Multi -Family), and the 3294 Solid Waste and Recyclable Materials Service Level for each complex. Include any Service Level 3295 changes resulting from such visits. Include copies of the completed Commercial Recycling 3296 Assessment Program reports.
3297 • Dates, times, and group names of meetings and events attended. 3298 6. Pilot and New Programs Report
3299 For each pilot and/or new program as applicable, provide activity related and narrative reports on 3300 goals, milestones, and accomplishments. Describe problems encountered, actions taken and any 3301 recommendations to facilitate progress. Describe vehicles, personnel, and equipment utilized for each 3302 program.
3303 7. Revenue Report
3304 Provide a statement detailing Gross Receipts from all operations conducted or permitted pursuant to 3305 this Agreement as required by Section 8.8.
3306 Annual Report Content
3307 The annual report shall be the fourth quarterly report plus the following additional information. 3308 1. Summary Assessment
3309 Provide a summary assessment of the programs performed under this Agreement from Contractor's 3310 perspective relative to the financial and physical status of the program. The physical status assessment 3311 shall reflect how well the program is operating in terms of efficiency, economy, and effectiveness in 3312 meeting all the goals and objectives of this Agreement, particularly the Contractor's Diversion goals. 3313 Provide recommendations and plans to improve. Highlight significant accomplishments and problems. 3314 Results shall be compared to other similar size communities served by the Contactor in the State. 116
3315 2. Operational Information
3316 a) Vehicle Inventory. Provide a listing of all vehicles used in performing services under this 3317 Agreement including the license plate number, VIN, make, model, model year, purchase date, engine 3318 overhaul/rebuild date (if applicable), and mileage at December 31. 3319 b) Cart Inventory. Provide a listing of all Containers (carts and bins) in service including year placed 3320 into service.
3321 c) Collection Route Maps. Updated Collection Route maps as original included in Attachment F7. The 3322 Regional Agency or RA Member may also request, but is not requiring annual submittal of, other 3323 operational information such as routes by customer type, personnel details and productivity statistics. 3324 3. Recyclables Markets
3325 Contractor shall include a listing of markets for Recyclable Materials and the end use of these 3326 materials. This type of information is intended to help the Agency gauge the sustainability of Recycling 3327 markets and the ultimate Disposal of all types of materials Collected. 3328 4. Performance Incentives/Disincentives
3329 Determination and Payment of Performance Incentives and Disincentives. In accordance with the 3330 requirements of Section 11.6, Contractor shall provide with its Annual Report, a report that identifies 3331 any non-compliance with the performance standards listed in Attachment H and includes calculation 3332 of the Performance Incentive payments and Disincentive assessments due. Performance Incentives (in 3333 the form of increased compensation to Contractor) will be awarded by the RA Member for excellent 3334 performance on aspects of Solid Waste diversion, as specified in Attachment H. Performance 3335 disincentives will be assessed by the RA Member for substandard performance on aspects of Solid 3336 Waste diversion specified in Attachment H.
3337 5. Financial Information
3338 a) Affiliates. As part of the annual reporting requirement, Contractor shall provide the Regional 3339 Agency and RA Members with a copy of each Affiliate whose cost of services are not 3340 pre -determined in this Agreement on a unit price basis or by a governmental contractor) audited 3341 annual financial statements and management letter for that fiscal year, or within ninety (90) 3342 calendar days of each related party entity's fiscal year-end, if timing does not coincide with the 3343 annual report date. Financial statements shall be prepared in accordance with generally accepted 3344 accounting principles (GAAP) and audited, in accordance with GAAS, by a CPA licensed in the State, 3345 and that the CPA's opinion on each related party entity's annual financial statements shall be 3346 unqualified, and that the CPA make available to the Agency (or the Agency's designated 3347 representative) such CPA's working papers related to the audit. 3348 Contractor agrees that all financial transactions with all related party entities shall be approved in 3349 advance in writing and disclosed in a separate disclosure letter to the RA Member, upon request. This 3350 letter shall include, but not be limited to, the following information:
3351 • A general description of the nature of each related party entity transaction, or type of 3352 transaction (if many similar transactions exist) shall be provided, as applicable. Such description 3353 shall include for each (or similar) transaction, amounts, specific related party entity, basis of 3354 amount (how amount was determined), description of the allocation methodology used to 3355 allocate any common costs, and profit amount. Amounts shall be reconciled to the related party 3356 entity disclosures made in Contractor's annual audited financial statements referred to in this 3357 Exhibit.
3358 • At the RA Member's request, Contractor shall provide the RA Member with copies of working 3359 papers or other documentation deemed relevant by the Contractor relating to information 3360 shown in the annual disclosure letter.
117
3361 It is agreed that the costs of the organics processing services provided by South Valley Organics are 3362 pre -determined in this Agreement on a unit price basis, and therefore audited financial statements of 3363 South Valley Organics need not be provided.
3364
3365
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3366
3367
3368
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ATTACHMENT E
CONTRACTOR'S COMPENSATION AND RATE SETTING
3369 Overview
3370 Subject to the terms herein (with capitalized terms having the meaning set forth below or in Attachment 3371 A), the Contractor shall be entitled to an annual adjustment of all Rates. Each Rate, excluding special 3372 charges, includes an "Operating Component", "Disposal Component", "Processing Component", and 3373 "Fee Component", which are annually adjusted.
3374 Contractor shall submit its application for a Rate adjustment to the Regional Agency Contract Manager 3375 on or before April 1 of each Rate Period where Rates will be adjusted using the index -based 3376 methodology. Contractor's Rate application shall document all calculations and include all supporting 3377 schedules, documentation of Disposal or Processing Facility tipping fee changes, documentation of 3378 changes in Governmental Fees, and any other documentation or evidence determined by the Regional 3379 Agency Contract Manager to be reasonably necessary to ensure that the calculation of Rate adjustments 3380 has been performed in strict conformance to the requirements of this Attachment E. 3381 The RA Members governing bodies shall make a good faith effort to approve Rates by June 1 of each 3382 year, and such Rates shall be effective on each subsequent July 1. If Rates are not effective by July 1 due 3383 to a delay caused solely by an RA Member, the RA Member shall allow Contractor to retroactively bill 3384 Customers for the amount of the Rate increase for any period of said delay that is solely caused by the 3385 RA Member. If Rates are not effective by July 1 as a result of Contractor's delay in submitting the Rate 3386 application in a complete and accurate form, then prior Rates remain in effect until such adjustment is 3387 made. In the case of a delayed Rate adjustment, the Contractor may bill the Customer during the next 3388 billing cycle to recoup the deferred Rate increase. 3389 Notwithstanding any provision herein to the contrary, in no case shall the change in the Operating 3390 Component of the Rate (whether an increase or decrease) exceed 5% per year. In the event that any 3391 such increase or decrease would exceed 5% in any one year, the excess change above 5% shall be 3392 applied to the following year's adjustment pursuant to this paragraph, provided that the increase or 3393 decrease in that following year shall not exceed 5%. In such event, all or a portion of the excess increase 3394 or decrease shall be applied to the adjustment each of the following years until fully satisfied. Percent 3395 adjustments carried over to a succeeding year shall be simply added to or subtracted from the current 3396 year's adjustment in the Rates. It is understood that the 5% carryover mechanism does not apply to any 3397 other component of the Rates (i.e., Disposal, Processing, and Fee) or to any other type of adjustment 3398 (i.e., Change in Law, and RA Member -directed change in scope). 3399 Applicable Law
3400 Contractor understands that RA Members may choose to undertake the proceedings provided under 3401 Article XIIID, Section 6, of the California Constitution for the initial Rates and increases in the Rates. 3402 Nothing herein is intended to imply that California Constitution, Articles XIIIC or XIIID, apply to the Rates 3403 established for services provided under this Agreement. If an RA Member is prevented from approving 3404 an adjustment in the Rates under the provisions of Article 13D, Section 6, of the California Constitution 3405 or other Applicable Law, then such adjustment in the Rates charged to Customers by Contractor shall 3406 not be allowed.
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3407 Definitions
3408 Certain terms which are specific to this Attachment (including Attachments E1, and E2) are defined 3409 below:
3410 1. Regional Agency or RA Member Fees shall mean those fees described in Article 8 of this 3411 Agreement.
3412 2. Annual Percentage Change means the average value of an index for the 12 -month period ending 3413 December of the then -current Rate Period minus the average index value for the 12 -month period 3414 ending December of the most -recently completed Rate Period, divided by the average index value 3415 for the 12 -month period ending December of the most -recently completed Rate Period. The 3416 Annual Percentage Change shall be rounded to the nearest thousandth (1,000th). 3417 For example, if the Contractor is preparing its Rate application for Rates to be effective for Rate Period 3418 2, the Annual Percentage Change in CPI shall be calculated as follows: [(Average CPI for January 2018 3419 through December 2018) — (Average CPI for January 2017 through December 2017)] / (Average CPI for 3420 January 2017 through December 2017)].
3421 3. Bureau of Labor Statistics (BLS) shall mean the U.S. Department of Labor, Bureau of Labor 3422 Statistics or its successor agency.
3423 4. Consumer Price Index (CPI) shall mean the All Urban Consumers Index (CPI -U) compiled and 3424 published by the BLS, using the following parameters:
3425 • Area — San Francisco -Oakland -Hayward, CA
3426 • Item — All Items
3427 • Base Period — Current 1982-84=100
3428 • Not seasonally adjusted
3429 • Periodicity — Bi-Monthly
3430 • Series Identification Number—CUUSS49BSA0
3431 5. Fuel Index shall mean the Producer Price Index -Commodities for #2 Diesel Fuel compiled and 3432 published by the BLS, using the following parameters:
3433 • Not Seasonally Adjusted
3434 • Group — Fuels and Related Products and Power
3435 • Item — #2 Diesel Fuel
3436 • Base Date —198200
3437 • Series Identification Number —WPU057303
3438 6. Governmental Fee shall mean any fee or surcharge imposed by a governmental entity, including 3439 without limitation, the Regional Agency or RA Member or the State, County, or Local Enforcement 3440 Agency. Governmental Fees may be a component of the Tipping Fee. 3441 7. Tipping Fee shall mean the Rate or tipping fee charged or paid for each ton or unit of material 3442 delivered to an Approved Facility. The Parties acknowledge that the timing of changes to the 3443 Tipping Fees at Approved Facilities that are not owned or operated by Contractor or their 3444 Subcontractor may not align with the review and adjustment of Rates under this Agreement. If the 3445 Contractor begins to pay a new Tipping Fee at an Approved Facility or is directed to an alternative 3446 Approved Facility, other than one owned and operated by Contractor or their Subcontractor, prior 3447 to the adjustment of Rates under this Agreement, the adjustment to the Rates shall consider that 3448 period. Alternatively, the Regional Agency reserves the right to adjust Rates at any time during the 3449 year to address changes in Tipping Fees alone without adjusting any other component of Rates. 3450 The "Current Approved" Tipping Fee for the Approved Disposal Facility shall be the In -County 3451 disposal rate approved by San Benito County at the John Smith Road Landfill. 121
3452 ATTACHMENT E1:
3453 RATE ADJUSTMENT METHODOLOGY
3454 MULTI -INDEX RATE ADJUSTMENT METHODOLOGY
3455 Overview
3456 The multi -index Rate adjustment methodology involves inflating: (1) the operating component of Rates 3457 for the current Rate Period by the CPI, and Fuel Index; and, (2) the disposal, processing, and fee 3458 components of the Rates by the actual changes to those components, to determine the Rates for the 3459 coming Rate Period. The intent of performing the multi -index -based adjustment is to allow Contractor's 3460 Compensation to be adjusted throughout the Term of this Agreement (giving consideration to those 3461 specific cost categories of "fuel" that may be more volatile than the CPI) using simple, readily available 3462 indicators of changes in Contractor's costs for providing service. 3463 If the CPI, or Fuel Index is discontinued or revised during the Term by the BLS, such other government 3464 index or computation with which it is replaced shall be used in order to obtain substantially the same 3465 result as would be obtained if said index had not been discontinued or revised. 3466 Calculation
3467 Contractor shall calculate the adjustmentto their Rates using the following methodology:
3468 Step 1: Calculate the annual index adjustment to the Operating Component of rates, which is comprised 3469 of the proposed operating costs by the Contractor in their final approved proposal. 3470 The annual index rate adjustment on the Operating Component portion of the rate shall be made with 3471 reference to the following terms:
3472 94.7% of the Operating Component will be adjusted by the Consumer Price Index for All Urban 3473 Consumers (CPI -U) for San Francisco -Oakland -Hayward series CUUSS49BSA0. This percentage represents 3474 the portion of proposed total operational costs that are labor and all other non -fuel related cost. 3475 5.3% of the Operating Component will be adjusted by the Consumer Price Index for Producer Price 3476 Index -Commodities for #2 Diesel Fuel series WPU057303. This percentage represents the portion of 3477 proposed total operational costs that are fuel related cost. 3478
3479 If for example the year over year changes in the CPI indices for non -fuel operating costs was 2.5% and 3480 the fuel index was 5% then the Operating Component rate adjustment would be as follows:
3481 Operating Component adjustment = (0.947 x 0.025) + (0.053 x 0.05) = 0.0237+ .00265 = 0.0264 = 3482 2.64%
3483
3484 Step 2: Calculate the adjusted Operating Component, rounded to the nearest cent, for each Rate as 3485 follows:
3486 Adjusted Operating Component = Then -current Operating Component x (1 + rate adjustment %). For 3487 example, assuming:
3488 Then -current Operating Component = $25.00
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3489 Rate adjustment % = 2.64%
3490 Adjusted Operating Component = $25.00 x (1 + 0.064) =$25.66 3491 Step 3: Calculate the adjusted Disposal Component, rounded to the nearest cent, for each Rate to 3492 reflect any percentage change in the total cost of Disposal at the John Smith Road Landfill. This "step 3" 3493 shall only be applied to Solid Waste Rates. The adjustment shall be calculated asfollows:
3494 Beginning on April 1 in the second full calendar year of the Term and thereafter on each April 1, the 3495 Disposal Component will be adjusted for any change in Disposal tipping fees charged at the John Smith 3496 Road Landfill and any changes in forecasted disposed tons vs. actual disposed tons. Sample calculation 3497 for changes in the Disposal Component:
3498 Adjusted Disposal Component = Then -current Disposal Component x [(Current Approved Disposal 3499 Facility Tipping Fee X Most Recent 12 -month Actual Tonnage) / (Prior Approved Disposal Facility Tipping 3500 Fee X Prior 12 -month Forecasted Tonnage)]
3501 Disposal tipping fee charges on Agreement $44.75
3502 Execution Date or last prior adjustment date
3503 Disposal tipping fee charges on adjustment date $46.00 3504 Forecasted solid waste tons over prior 12 months 25,000 3505 Actual solid waste tons over most recent 12 months 22,000 3506 Adjusted Disposal Component = Then -current Disposal Component of $4.00 x [($46 x 22,000)/ 3507 ($44.75 x 25,000)]. = $4.00 x 0.9046 = $3.62
3508 Step 4: Calculate the adjusted Processing Component, rounded to the nearest cent, for each Rate to 3509 reflect any percentage change in the total cost of_Processing, net of any rebates, at an Approved 3510 Processing Facility. This "step 4" shall not be applied to Solid Waste Rates unless the Solid Waste Rates 3511 includes the cost and/or revenue associated with processing Recyclable Materials. The Processing 3512 Component Rate Adjustment shall not exceed the Annual Percentage Change in CPI for any facility 3513 owned and operated by Contractor or their Subcontractor plus pass -through of any change in 3514 governmental or regulatory fees, if consistent with Applicable Law, payable by such facility. The 3515 adjustment shall be calculated as follows:
3516 Beginning on April 1 in the second full calendar year of the Term and thereafter on each April 1, the 3517 Processing Component will be adjusted for any change in Processing fees charged at the Approved 3518 Recyclable Materials Processing Facility and any changes in forecasted recyclable materials tons vs. 3519 actual recyclable materials tons. Sample calculation for changes in the Processing Component for 3520 Recyclable Materials:
3521. Adjusted Processing Component for Recyclable Materials = Then -current Processing Component x 3522 [(Current Approved Processing Facility Tipping Fee X Most Recent 12 -month Actual Tonnage) / (Prior 3523 Approved Processing Facility Tipping Fee X Prior 12 -month Forecasted Tonnage)] 3524 Processing tipping fee charges on Agreement $15.00 3525 Execution Date or last prior adjustment date
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3526 Processing tipping fee charges on adjustment date $15.25 3527 Forecasted recyclables tons over prior 12 months 10,000 3528 Actual recyclables tons over most recent 12 months 10,250 3529 Adjusted Processing Component = Then -current Processing Component of $2.00 x [($15.25 x 3530 10,250)/ ($15.00 x 10,000)]. = $2.00 x1.04 = $2.08 3531 Step 5: Calculate the adjusted Processing Component, rounded to the nearest cent, for each Rate to 3532 reflect any percentage change in the total cost of_Processing at an Approved Organic Materials 3533 Processing Facility. This "step 5" shall not be applied to Solid Waste Rates unless the Solid Waste Rates 3534 includes the cost and/or revenue associated with processing Organic Materials. The Processing 3535 Component Rate Adjustment shall not exceed the Annual Percentage Change in CPI for any facility 3536 owned and operated by Contractor or their Subcontractor plus pass -through of any change in 3537 governmental or regulatory fees, if consistent with Applicable Law, payable by such facility. The 3538 adjustment shall be calculated as follows:
3539 Beginning on April 1 in the second full calendar year of the Term and thereafter on each April 1, the 3540 Processing Component will be adjusted for any change in Processing fees charged at the Approved 3541 Organic Materials Processing Facility and any changes in forecasted organic materials tons vs. actual 3542 organic materials tons. Sample calculation for changes in the Processing Component for Organic 3543 Materials:
3544 Adjusted Processing Component for Organic Materials = Then -current Processing Component x [(Current 3545 Approved Processing Facility Tipping Fee X Most Recent 12 -month Actual Tonnage) / (Prior Approved 3546 Processing Facility Tipping Fee X Prior 12 -month Forecasted Tonnage)] 3547 Processing tipping fee charges on Agreement $32.00 3548 Execution Date or last prior adjustment date
3549 Processing tipping fee charges on adjustment date $32.75 3550 Forecasted organics tons over prior 12 months 10,000 3551 Actual organics tons over most recent 12 months 10,250 3552 Adjusted Processing Component = Then -current Processing Component of $2.75 x [($32.75 x 3553 10,250)/ ($32.00 x 10,000)]. = $3.00 x1.05 = $3.15 3554 Step 6: Calculate the adjusted Fee Component, rounded to the nearest cent, for each Rate. The Fee 3555 Component shall also be adjusted to pass through any change in governmental or regulatory fees 3556 payable by the Contractor (unless covered in Step 4 or 5). The adjusted Fee Component of each Rate 3557 shall be calculated as follows:
3558 Adjusted Fee Component = Then -current Fee Component x (1+rate adjustment %). For example, 3559 assuming:
3560 Then -current Fee Component = $0.50
3561. Rate adjustment % = 2.5%
3562 Adjusted Fee Component = $0.50 x (1 + 0.025) = $0.51 124