PROPOSED 2022 CONTRACT AMENDMENT
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transferred offsite to a third party
composting facility pre-approved by the City (at the
time of this contract amendment, that facility is the Zamora Compost facility in Yolo County) pursuant to Section 5.06. The transfer of these Compostables will occur with the permitted time limits allowed by applicable MDF permits (currently within 48 hours of receipt at the MDF). City will fully reimburse Contractor for the hauling cost for transfer of these Compostables based upon evidence of transportation costs and load specific information such as MDF issued outbound weight tickets. Because the long term intent of both City and Contractor is to process all Compostables and Wood Material on site at the MDF, no Base Profit Margin will be applied to the transportation reimbursement cost paid by City to Contractor.
B. Compost Overs. In accordance with Art
icle 6 and Attachments F,
G, H and J, once inbound Compostables h
ave been processed on site at the MDF
through the organics pre-processing system, CASP and curing process, the finished product is subject to final screening through a trommel screen (or similar “screening” equipment). The finer (smaller) material is finished product and is marketed as Compost pursuant to Section
6.18. Depending on available onsite storage an
d
processing capacity and/or available markets, the Contractor will now have Compost Overs that must either be screened further for a mulch product, reintroduced into the active compost process or be hauled away from the MDF to a third party facility pre- approved by the City (generally landfills such as Potrero Hills Landfill or Yolo County Central Landfill at the time of this contract amendment) pursuant to Section 5.04.1. City will fully reimburse Contractor for the hauling cost for transfer of the Compost Overs based upon evidence of transportation costs and load specific information such as MDF EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT
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issued outbound weight tickets. If
the receiving facility has a disposal cost (aka tip fee) for receiving Compost Overs, City will also reimburse these costs to Contractor in addition to transportation costs. Because there is an ongoing and necessary operational cost for hauling these materials away from the MDF, the Base Profit Margin will be applied to the transportation reimbursement cost paid by City to Contractor.
12.13 Adjustments for Changes. If t
he City has directed a change in scope of
work under Sections 4.13 and 14.14 and either party believes that s uch change will
increase or decrease the costs of providing service, the party which believes the Contractor’s compensation should be adjusted shall within thirty (30) calendar days submit to the other party a proposed adjustment and the parties shall thereafter meet and discuss the matter. Contractor shall promptly provide all relevant schedules, supporting documentation and other financial information requested by the City to evaluate the necessity for an adjustment and the amount thereof.
Within ninety (90) days of the submission of the proposed adjustment, City will determine the amount of the adjustment, if any, and shall thereafter adjust the Contractor’s compensation accordingly. Any adjustments will be made effective as of the date the change in service is implemented.
If the Contractor is dissatisfied with the decision of the City, any dispute shall be referred to and resolved by binding arbitration as provided in Section 12.16.
12.14 Extraordinary Events. The parti
es acknowledge that there may be
infrequent extraordinary events which,
although they do not prevent either party from
performing, and thus do not implicate the Force Majeure provisions, nevertheless radically increase or decrease the cost of providing service such that the Contractor’s EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT
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compensation and the adjustment mechani
sm provided in this Contract result in
Contractor suffering losses, or enjoying profits, which are substantially outside the commercially reasonable expectations of the parties. An example of such an event is an earthquake or flood which damages the Transfer Station, thus requiring Contractor to deliver MSW to a more distant Disposal Site. The obligation of the parties in such event is to act reasonably toward each other.
If one party believes such an event has occurred and warrants an increase or decrease in the Contractor’s compensation, it shall notify the other, providing a full explanation and a proposed adjustment.
If the City refuses to increase compensation as requested by Contractor, Contractor may not terminate this Contract or refuse to continue to provide service.
However, it shall have the right to invoke arbitration as provided in Section 12.16.
12.15 Information Supporting Requests. If
a change in compensation is
requested as a result of a change in t
he scope of work directed by City (Section 12.13),
or an Extraordinary Event (Sect
ion 12.14), Contractor shall promptly furnish to City all relevant operational and financial information and records necessary.
12.16 Arbitration, Judicial Revie
w. Differences between the parties over the
application of Section 12.13 or 12.14 shall be settled by arbitrat ion conducted in
compliance with the provisions of the California Arbitration Act commencing with Section 1280 of the California Code of Civil Procedure, and the process specified in Attachment Y.
EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT
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If Contractor is dissatisfied wi
th a decision of the City under any other section of
this Article 12, it may either (1) initiate arbitration as provided in Attachment Y or, (2) seek judicial review through mandamus as provided in California Code of Civil Procedure Section 1085 et seq. It hereby waives any right it might otherwise have to damages for breach of contract, tort or on any other basis.
EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT
(10/18/2022 VERSION)
157
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Table 12.1 – Contractor Com
pensation Summary Table
Base Operating & Capital Cost P
ayment
Item # Compensation Item Payment Amount Reference Is 3% Base Profit Added? (Section 12.04) Paid at what Intervals Payments
Begin Payments End
Contract Section
containing scope of
work
1. Base Operating & Capital Cost Payment
(with organic pre-processing system
without CASP)
Attachments T-1, T-2, T-3 & T-4 Yes Monthly Effective 4/1/18 12/31/19 Entire Contract
2. Operating & Capital Cost Payment (wi
th
organic pre-processing system and CASP)
Attachments T-1, T-2, T-3, T-4
(based on T-13, T-13B, T-15B, T-
16 and T-16B)
Yes Monthly Effective 1/1/20 12/31/20 Entire Contract
3. Operating & Capital Cost Payment (wi
th
organic pre-processing system and CASP)
Attachments T-1, T-2, T-3 & T-4
(based on T-13B, T-14, T-15B, T-
16 and T-16B)
Yes Monthly Effective 1/1/21 12/31/31 Entire Contract
One-Time Payments
Item # Compensation Item Payment Amount Reference Is 3% Base Profit Added? (Section 12.04) Paid at what Intervals Payments
Begin Payments End
Contract Section
containing scope of
work
4. One-Time Operating Cost Supplemental
Pay
ment for period between 7/1/17 and
5/31/18
Section 12.03.H; Attachments T-1
& T-4 (City paid Contractor for the
increase in labor costs (3.5%) from
7/1/17 through 12/31/17 and the
increase in labor (3.5%) and non-
labor costs (2.5%) from 1/1/18
through 5/31/18)
Yes
Lump Sum of difference between
paid operating costs and 2018
Amendment operating costs
NA – Lump Sum
Supplemental Payment
to be made by City no
later than 6/30/18
Payment to be made
by City no later than
6/30/18
Entire Contract (for the
period of 7/1/17 to
5/31/18)
5. One-Time Supplemental Payment for 95%
of Direct Materials Sales between 1/1/18
and 3/31/18
Section 12.03.H No
Lump Sum of difference between
previous 30% contractor share and
enhanced 95% share of Direct
Materials Sales between 1/1/18
and 3/31/18
NA – Lump Sum
Supplemental Payment
to be made by City no
later than 6/30/18
Payment to be made
by City no later than
6/30/18
Section 6.18
6. One-Time Supplemental Payment for
Comm
ercial Food Scrap Collection
Program between 1/1/18 and 3/31/18
Section 12.03.H; Attachment T-5A
& T-5B (monthly calculation
between 1/1/18 and 3/31/18)
Yes
Lump Sum of difference between
previous monthly program payment
and cost between 1/1/18 and
3/31/18
NA – Lump Sum
Supplemental Payment
to be made by City no
later than 6/30/18
Payment to be made
by City no later than
6/30/18
Attachment B, Section 3
7. One Time Supplemental Payment for
R
ecycle More program between 1/1/18
and 3/31/18
Section 12.03.H; Attachments T-
6A, T-6B & T-12 (monthly
calculation between 1/1/18 and
3/31/18)
Yes
Lump Sum of difference between
previous monthly program payment
and cost between 1/1/18 and
3/31/18
NA – Lump Sum
Supplemental Payment
to be made by City no
later than 6/30/18
Payment to be made
by City no later than
6/30/18
Attachment B, Section
7.02 8.
One-Time Supplemental Payment for
Addit
ional City-Approved options for Clean
MRF Upgrade monthly costs between
1/1/18 and 3/31/18
Section 12.03.F; Attachment T-9A
& T9B (70% City share of capital
and costs; monthly costs between
1/1/18 and 3/31/18)
No on capital cost
(Attachment T-9A); Yes
operating costs (Attachment
T-9B)
Lump Sum of monthly capital costs
between 1/1/18 and 3/31/18
NA – Lump Sum
Supplemental Payment
to be made by City no
later than 6/30/18
Payment to be made
by City no later than
6/30/18
Section 6.09 &
Attachment F, G & H
EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT
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9. One-Time Supplemental Payment for
Ci
ty's share of the Partnership Program
positions monthly costs between 1/1/18
and 3/31/18
Section 12.03.H; Attachment T-7
(70% City share of operating costs;
monthly costs between 1/1/18 and
3/31/18)
Yes Lump Sum of monthly operating
costs between 1/1/18 and 3/31/18
NA – Lump Sum
Supplemental Payment
to be made by City no
later than 6/30/18
Payment to be made
by City no later than
6/30/18
Section 6.09 &
Attachment F, G & H
10. One-Time Supplemental Payment for
NVU
SD service monthly cost between
1/1/18 and 3/31/18
Section 12.03.H & Attachment T-11
(monthly cost between 1/1/18 and
3/31/18)
Yes Lump Sum of monthly operating
costs between 1/1/18 and 3/31/18
NA – Lump Sum
Supplemental Payment
to be made by City no
later than 6/30/18
Payment to be made
by City no later than
6/30/18
Section 4.07 &
Attachment E
11. One-Time Supplemental Payment for
All
owance Based Programs monthly cost
between 1/1/18 and 3/31/18
Section 12.03.H & Attachment T-11
(monthly cost between 1/1/18 and
3/31/18)
No Lump Sum of monthly operating
costs between 1/1/18 and 3/31/18
NA – Lump Sum
Supplemental Payment
to be made by City no
later than 6/30/18
Payment to be made
by City no later than
6/30/18
Section 11.03 &
Attachment B, Section 5
12. One-Time Additional Payment for
Enhan
ced Over-Baseline Throughput
Payment between 1/1/17 and 12/31/17
Section 12.03.H & Attachment GG No Lump Sum for balance owed from 1/1/17 and 12/31/17
NA – Lump Sum
Supplemental Payment
to be made by City no
later than 6/30/18
Payment to be made
by City no later than
6/30/18
Section 6.09 &
Attachment F
13. One-Time Supplemental Payment for first
year of CASP and Stormwater operations
for period between 1/1/20 and 12/31/20
Section 12.03.P; Difference
between previous City payments
and adjusted 2020 Attachment T-1
Yes
Lump Sum of $916,834.24 for total
annual cost (inclusive of 3.24%
LAIF interest)
NA – Lump Sum
Supplemental Payment
to be made by City no
later than 10/31/22
Payment to be made
by City no later than
10/31/22
Entire Contract (for the
period of 1/1/20-
12/31/20)
14. One-Time Supplemental Payment for
period bet
ween 1/1/21 and 12/31/21 for
second year of CASP/Stormwater and
related capital improvements
Section 12.03.DD; Difference
between previous City payments
and adjusted 2021 Attachment T-1
Yes Lump Sum of $902,113
NA – Lump Sum
Supplemental Payment
to be made by City no
later than 10/31/22
Payment to be made
by City no later than
10/31/22
Entire Contract (for the
period of 1/1/21-
12/31/21)
15. One-Time Supplemental Payment per
month for
each month prior to the
execution of the 2022 Contract
Amendment for the third year of
CASP/Stormwater and related capital
improvements
Section 12.03.LL; Difference
between previous City payments
and adjusted 2022 Attachment T-1
Yes Lump Sum of $72,299.78 per
month
NA – Lump Sum
Supplemental Payment
to be made by City no
later than 10/31/22
Payment to be made
by City no later than
10/31/22
Entire Contract (for
each month prior to
execution the 2022
contract amendment)
Additional Payments for Other Pr
ograms
Item # Compensation Item Payment Amount Reference Is 3% Base Profit Added? (Section 12.04) Paid at what Intervals Payments
Begin Payments End
Contract Section
containing scope of
work
16. NVUSD service Section 12.13 & Attachm
ent T-11 Yes Monthly
4/1/18 (adjustment
each July 1st
thereafter)
12/31/31 Section 4.07 &
Attachment E
17. Unit Cost-Based Programs Section 12.10 &
Attachment T-11 No Monthly (if performed) 4/1/18 12/31/31 Section 4.11 & Attachment B, Section 5
18. Allowance Based Programs Section 12.
10 & Attachment T-11 No Monthly (if performed) 4/1/18 12/31/31 Section 11.03 & Attachment B, Section 5
19. 30% of Secondary Materials Sales S
ection 12.08 No Weekly (if secondary materials
sales deposit is made) 4/1/18 12/31/31 Section 6.18
EXHIBIT "A"
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20. 95% of Direct Materials Sales
(i.e.,
compost, gravel, top soil, etc.) Section 12.08 No Monthly 4/1/18 12/31/31 Section 6.18
21. Commercial Food Scrap Collecti
on
Program
Section 12.03 & Attachments T-5A
& T-5B Yes Monthly 4/1/18 12/31/31 Attachment B, Section 3
22. Recycle More Program Section 12.03 & A
ttachments T-6A,
T-6B & T-11 Yes Monthly 4/1/18 12/31/31 (unless
terminated by City)
Attachment B, Section
7.02 & Attachment T-11
23. “Partnership” Glass and Mixed P
lastics
Sorting Positions
Section 12.03 & Attachment T-7
(70% City share of costs) Yes (on City’s 70% share) Monthly 4/1/18 12/31/31 (unless terminated by City)
Section 6.09 &
Attachments F, G & H
24. Proposed Biomass Gasificati
on Plants at
Materials Diversion Facility
Attachment T-8 Placeholder,
Future Contract Amendment Yes (on non-capital costs)
Likely Monthly (Based on Final
terms of Future Contract
Amendment)
Effective Date of
Future Contract
Amendment
Likely 12/31/31 but
governed by Future
Contract Amendment
Section 6.24 &
Attachments F, G & H
(to be addressed in
Future Contact
Amendment)
25. Additional City-Approved options for C
lean
MRF Upgrade (glass cleaning system and
sorting robot)
Section 12.03 & Attachment T-9A &
T9B
No on capital cost
(Attachment T-9A); Yes
operating costs (Attachment
T-9B)
Monthly 4/1/18 12/31/31 Section 6.09 &
Attachments F, G & H
26. New Commercial Sunday Collecti
on
Service
Section 12.03 & Attachments T-
10A & T-10B Yes Monthly 7/1/18 12/31/31 (unless
terminated by City)
Articles 4, 5, 7 &
Attachment B, Section 3
27. Additional public outreach
Attachment
U (2009 to present)
$10,000 per year and Section
12.11 Yes Monthly 1/1/2009 12/31/31 Attachments B and U Volume or Unit-Based Compensation
Item # Compensation Item Payment Amount Reference Is 3% Base Profit Added? (Section 12.04) Paid at what Intervals Payments
Begin Payments End
Contract Section
containing scope of
work
28. Enhanced Over-Baseline Throughput
Paym
ent Section 12.05 & Attachment GG No
Monthly (once threshold is
achieved) with year-end PPI
adjustment and reconciliation
1/1/18 (applicable
annually with first
payment for materials
processed in calendar
year 2017
12/31/31 (with final
calendar year PPI
adjustment and
payment made in
2032 for materials
processed in calendar
year 2031)
Section 6.09 &
Attachment F
29. Diversion Incentive Payments Sect
ion 12.07 No
Annually (to be calculated and paid
by City in late February/early
March)
1/1/18
12/31/31 (with final
calendar year 2031
payment made in
2032
Entire Contract
(calculation process in
Section 12.06 and much
of related reporting in
Attachment R)
30. Carpet Processing Payments Attac
hment B, section 7.03 No Monthly (based on inbound carpet received and processed at MDF) 1/1/18 12/31/31
Article 6, Attachment F
& Attachment B, section
7.03 EXHIBIT "A"
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31. Hauling Costs of Compost Overs t
o
Potrero Hills Landfill or other City-
approved Landfill
Section 12.12 Yes
Monthly (per ton transportation &
tip fee costs based on documented
subcontractor costs and cross-
referenced to MDF weight records))
1/1/18 12/31/31 (unless
terminated by City)
Section 5.04.1 &
Attachment B
32. Hauling Costs of Compostable Material
s to
Zamora Compost Facility or other City-
approved compost facility
Section 12.12 No
Monthly (per load transportation
cost based on documented
subcontractor haul cost and cross-
referenced to MDF weight records)
1/1/18 12/31/31 (unless
terminated by City)
Section 5.06 &
Attachment B
33. Fuel and Electricity Costs Sect
ion 12.03 Yes (if paid through
Contractor)
Monthly (based on previous actual
and projections); reconciled
annually against actual
documented costs
1/1/18 12/31/31
Section 12.03, Article 4,
5, 6, 7 & Attachments B
& F
34. Biochar Sales & Sale of Power to Pac
ific
Gas & Electric
Related to Proposed Biomass
Plants & Future Contract
Amendment; likely addition to
Section 12.07
No
Likely Monthly @ 30% of revenue
from Biochar Sales to Contractor
and 0% of power sales to PG&E; to
be determined by Future Contract
Amendment
Effective Date of
Future Contract
Amendment
Likely 12/31/31 but
governed by Future
Contract Amendment
Section 6.24 &
Attachment F (to be
addressed in Future
Contact Amendment)
35. Low Carbon Fuel Standard (LCFS) c
redit
sales under California program;
Renewable Identification Numbers (RINs)
under Federal Renewable Fuel Standard
Program
Related to Proposed Anaerobic
Digestion to Biofuel System &
Future Contract Amendment; likely
addition to Section 12.07
No
N/A – Likely 100% retention of
revenue by City; to be determined
by Future Contract Amendment
Effective Date of
Future Contract
Amendment
Likely 12/31/31 but
governed by Future
Contract Amendment
Section 6.25 &
Attachment F (to be
addressed in Future
Contact Amendment)
Change in Scope or Subcontractor Ser
vices
Item # Compensation Item Payment Amount Reference Is 3% Base Profit Added? (Section 12.04) Paid at what Intervals Payments
Begin Payments End
Contract Section
containing scope of
work
36. Other City-approved new Contract
or
services, capital repair/maintenance, or
City-approved subcontractor services that
are not related to Modifications (as
directed by the City)
Sections 12.13, 12,14 or 12,15 (as
applicable) & Attachment F,
Section 3.10.4.5
Yes, for City-approved
subcontractor services and
new City-approved Contractor
services. However, some
direct pass-through costs
such as per ton gate, disposal
fees, capital
repairs/maintenance are not
subject to the 3% Base Profit,
as determined by the City.
Monthly (generally) Beginning of month as
requested by City
Case by case
dependent on type of
service requested;
most subcontractor
work directed by the
City will be limited in
scope and duration
Written description and
approval from City citing
Sections 4.13 or 14.14
(as applicable) for
changes in scope of
services
37. City-approved subcontractor servi
ces for
Modifications (as directed by the City)
Sections 6.15, 12.03 and 12.06 &
Attachment F, Section 8.1.1
No. For City-approved
subcontrac
tor services for
Modifications (as defined in
Attachment F, Section 8.1.1),
a 5% construction
management fee will be
added based on the total
Modification cost approved by
the City. However, some
direct pass-through costs are
Monthly (generally) Beginning of month as
r
equested by City
Case by case
dependent on type of
public works/capital
improvements
requested; most
subcontractor work
directed by the City
will be limited in scope
and duration
Written description and
approval from City
pursuant to process in
Sections 6.15 and
Attachment F, Section
8.1.1 EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT
(10/18/2022 VERSION)
161
17650078.3
not subject to the 5%
construction management
fee, as determ
ined by the
City.
38. Special compensation for Napa Pipe
devel
opment project growth
Section 12.03 & Attachments U
and U-1
No, the applicable per
residential household
compensation is identified in
Attachment U-1, Table U-1B.
Monthly (as adjusted per monthly
Attachment R reporting)
Within 30 days of
receiving an invoice for
the increase the
number of residential
households required to
be serviced by
Contractor after Napa
Pipe development
project is occupied and
reported in the monthly
collection reports set
forth in Attachment R
12/31/31
Written description of
collection services in
Article 4 and
Attachment B and
description of
compensation and
reporting requirements
in Attachments R, U and
U-1
EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT
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162
17650078.3
ARTICLE 13. DEFAULT AND REMEDIE
S
13.01 Events of Default. Each of the f
ollowing shall constitute an event of
default (“Contractor Default”) her
eunder:
A. (i) Contractor fails to perform i
ts obligations under Articles 4, 5, 6 or
7 of this Contract and the failure to perform is not cured within two (2) business days after receiving written notice from the City specifying the breach; or (ii) in the case of any other breach of this Contract, the breach continues for more than fifteen (15) calendar days after written notice from the City for the correction thereof.
B. There is a seizure or attachment of, or levy affecting possession of, the operating equipment of Contractor, including without limitation, its vehicles, maintenance or office facilities, of such proportion as to substantially impair Contractor’s ability to perform under this Contract, and which is not released, bonded or otherwise lifted within two (2) business days.
C. There is any termination or suspension from any cause (including labor unrest such as strike, work stoppage or slowdown, sickout, picketing, or other concerted job action) of the Contractor’s ability to collect MSW, Recyclable Materials and/or Compostables or its ability to operate the Materials Diversion Facility for more than five (5) business days.
D. Contractor files a voluntary case for debt relief under any applicable bankruptcy, insolvency, debtor relief, or other similar law now or hereafter in effect, or shall consent to the appointment of or taking of possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or similar official) of Contractor for any part EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT
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163
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of Contractor’s operating assets
or any substantial part of Contractor’s operating assets or any substantial part of Contractor’s property, or shall make any general assignment for the benefit of Contractor’s creditors, or shall fail generally to pay Contractor’s debts as they become due or shall take any action in furtherance of any of the foregoing.
E. A court having jurisdiction enters a decree or order for relief in respect of the Contract, in any involuntary case brought under any bankruptcy, insolvency, debtor relief, or similar law now or hereafter in effect, or Contractor consents to or fails to oppose any such proceeding, and such proceeding shall remain undismissed or unstayed for a period of ninety (90) days or any such court enters a decree or order appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Contractor or for any part of the Contractor’s operating equipment or assets, or orders the winding up or liquidation of the affairs of the Contractor.
F. Contractor fails to furnish a replacement bond or a continuation certificate of the existing bond not less than sixty (60) days before expiration of the performance bond, as required by Section 11.03 of the Contract or fails to maintain all required insurance coverages in force. The default shall occur immediately upon such failure without any necessity for notice from City of the breach. City shall have the right to give notice of termination in accordance with Section 13.02 immediately upon such default.
G. Contractor fails to provide reasonable assurance of performance required under Section 14.13.
EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT
(10/18/2022 VERSION)
164
17650078.3
H. A representation or warranty contained i
n Article 2 proves to be
false or misleading in a material respect as of the date such representation or warranty was made.
13.02 Right to Suspend or Terminate Upon De
fault.
A. Upon any Contractor Default, City shal
l have the right to suspend or
terminate this Contract, in whole or in part. Such suspension or termination shall be effective thirty (30) days after City has given notice of suspension or termination to Contractor, except that such notice may be effective immediately if the Contractor Default is one which endangers the health, welfare or safety of the public. Notice may be given orally in person or by telephone to the representative of Contractor designated in or under Section 14.08 (or, if he/she is unavailable, to a responsible employee of Contractor) and shall be effective immediately. Written confirmation of such oral notice of suspension or termination shall be sent by personal delivery, facsimile, or other expedited means of delivery to Contractor within twenty-four (24) hours of the oral notification. Contractor shall continue to perform the portion of the Contract not suspended, in full conformity with its terms.
B. City will also have the right to immediately suspend or terminate this Contract, upon the same notice provisions set forth in Section 13.02.A, if Contractor’s ability to perform is prevented or materially interfered with by a cause which excuses nonperformance under Section 14.15, despite the fact that nonperformance in such a case is neither a breach nor default by Contractor.
13.03 Specific Performance. By vir
tue of the nature of this Contract, the
urgency of timely, continuous and high-q
uality service, the lead time required to effect
EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT
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165
17650078.3
alternative service, and the rights g
ranted by City to Contractor, the remedy of damages
for a breach hereof by Contractor may be inadequate and City shall be entitled to equitable remedies including injunctive relief and specific performance.
13.04 City’s Right to Cure in Event of
Contractor Default. In the event that
Contractor fails to perform any of
its obligations under Articles 4, 5, 6 or 7 and fails to perform such work within two (2) business days after notice from City, City may (but shall not be obligated to) enter the Materials Diversion Facility Site with necessary workers and equipment and perform the required work, or engage a third party contractor to do so. In such event, Contractor shall immediately upon demand reimburse City for all costs thereof, including any payments to a third party contractor, with interest after thirty (30) days at prime rate (as established by the Bank of America “reference rate”) plus two percent (2%) but not in excess of the maximum interest rate allowed by law. If Contractor fails to make such reimbursement City may deduct the amounts due from subsequent payments to Contractor under Article 12.
13.05 City's Right to Perform In Ev
ent of Suspension or Termination. If this
Contract is suspended and/or terminated du
e to a Contractor Default, City shall have
the right to perform and complete, by contract or otherwise, the work herein or such part thereof as it may deem necessary and to procure labor, equipment, and materials and incur all other expenses necessary for completion of the work. If such expenses exceed the amounts which would have been payable to Contractor under this Contract if it had been fully performed by Contractor, then Contractor shall pay the amount of such excess to City.
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13.06 Use of Property Upon Default. I
n the event of Contractor’s Default, the
City shall have the right to use any of C
ontractor’s equipment, facilities and other
property reasonably necessary for the provision of services hereunder and the billing and collection of fees for those services. The City shall have the right to continue use of such property until other suitable arrangements can be made for the provision of such services, which may include the award of a contract to another service provider. If the City continues use thereof after the period of time for which Contractor has already been paid, Contractor shall be entitled to the reasonable rental value of such property, which shall be offset against the damages due the City as a result of Contractor’s Default. Contractor agrees that it will fully cooperate with the City to effect the City’s use of such property. The City may immediately engage all or any personnel necessary for the provision of services, including, if the City so desires, employees previously employed by Contractor. Contractor further agrees, if the City so requests, to assist the City in securing the services of any or all management or office personnel employed by Contractor whose skills are reasonably necessary for the continuation of services. The City agrees that it assumes complete responsibility for the proper, normal use of such equipment and facilities while in its possession. Contractor agrees that the City’s exercise of its rights under this section: (i) does not constitute a taking of private property for which compensation must be paid; (ii) will not create any liability on the part of the City to Contractor other than the payment of reasonable rental value as provided for in this subsection; (iii) does not exempt Contractor from the indemnity provisions of Article 11 which are meant to extend to circumstances arising under this Section.
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13.07 Damages. Contractor shall be liabl
e to City for all direct and
consequential damages arising out of C
ontractor’s Default. This section is intended to
be declarative of existing California law. The City may offset such damages against sums which would otherwise be due to Contractor.
13.08 City’s Remedies Cumulative.
City’s rights to suspend or terminate the
Contract under Section 13.02, to obtain specific performance under Section 13.03, to
cure under Section 13.04 and to perform under Section 13.05 are not exclusive, and City’s exercise of one such right shall not constitute an election of remedies. Instead, they shall be in addition to any and all other legal and equitable rights and remedies that the City may have, including a legal action for damages, including incidental, consequential and/or special damages under Section 13.07.
13.09 Liquidated Damages. The parties ack
nowledge that consistent,
courteous and efficient collecti
on of MSW, Recyclable Materials and Compostables is of
utmost importance and City has considered and relied on Contractor’s representations as to its quality of service commitment in entering into this Contract. The parties further recognize that quantified standards of performance are necessary and appropriate to ensure consistent and reliable service. The parties further recognize that if Contractor fails to achieve the performance standards, City and its residents will suffer damages and that it is and will be impracticable and extremely difficult to ascertain and determine the exact amount of damages that City will suffer. Therefore, the parties agree that the following liquidated damage amounts represent a reasonable estimate of the amount of such damages considering all of the circumstances existing on the date of this Contract, including the relationship of the sums to the range of harm to City that reasonably could EXHIBIT "A"
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be anticipated and anticipation that pro
of of actual damages would be costly or
inconvenient.
Contractor agrees to pay (as liquidated damages and not as a penalty) the amount set forth below and further agrees that these amounts may be deducted by City from payments to Contractor by City:
A. Collection Reliability
(i) For each failure to commence servic e t
o a new
customer account within seven (7) days after order,
in excess of five (5) such failures annually: ............... $150.00 (ii) For each failure to collect MSW or Recyclable
Materials which has been properly set out for
collection, from an established customer account,
on the scheduled collection day, in excess of five
(5) such failures annually: .......................................... $150.00 (iii) For each failure to collect MSW or Recyclable
Materials, which has been properly set out for
collection, from the same customer on two (2)
consecutive scheduled pick up days: ........................ $150.00 B. Use of NRWS Personnel or Equipme
nt by Affiliated Entities
(i) For each instance that City documents
use o f
NRWS personnel or equipment being used by
Affiliated Entities (via photograph or on- site
observation by a City employee or agent): ................ $200.00 (ii) For each instance that City documents use of
NRWS personnel or equipment being used by
Affiliated Entities (via photograph or on- site
observation by a City employee or agent) over 5
such instances within a six (6) month period: ............ $400.00 C. Collection Quality
(i) For each failure to properly return
any empty
container to avoid pedestrian or vehicular traffic
impediments or to place any can in an upright
position with lid securely closed, in excess of five
(5) such occurrences annually: .................................. $150.00 EXHIBIT "A"
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(ii) For each occurrence of discourteous be hav
ior to a
customer: ................................................................... $250.00 (iii) For each occurrence of excessive noise: .................. $500.00 (iv) For each failure to clean up MSW or Recyclable
Materials spilled from containers, in excess of five
(5) such failures annually: .......................................... $150.00 (v) For each occurrence of collecting MSW or
Recyclable Materials during unauthorized hours, in
excess of five (5) such occurrences annually: ........... $500.00 (vi) For each failure to conform to the requirements of Sections 7.02.C.2, Cleaning; 7.02. C.3, Painting;
7.02.C.4, Maintenance; 7.02.D, Operation; 7.03.C,
Cleaning, Painting and Maintenance of Contractor-
Furnished C ontainers; 7.06.B, Driver
Qualifications; and 7.06.C, Uniforms, which exceed
in any one or a combination of categories above
five (5) such occurrences annually: ........................... $150.00 D. Responsiveness to Customer
(i) For each failure to initially res pond
to a customer
complaint within eight (8) working hours:................... $100.00 (ii) For each failure to carry out responsibilities for establishing service: .................................................. $500.00 (iii) For each failure to conform to the requirements of Section 4.10: ............................................................. $250.00 E. Timeliness of Submissions to City
Any report shall be considered late until
such time as a correct and
complete report is received by City. For each calendar day a report is late, the daily liquidated damage amount shall be:
(i) Monthly report .............................................. $100.00 per day (ii) Quarterly report ............................................ $250.00 per day (iii) Annual report ................................................ $500.00 per day F. Accuracy of Billing
Each customer billing that is not
prepared in accordance
with City’s approved schedule of rates: ................ $250.00 EXHIBIT "A"
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G. Materials Diversion Facility In
itial Acceptance Tests. The
parties further acknowledge that (1) i
nstallation of equipment and provision of capable
operators at the MDF such that performance sufficient to pass the initial acceptance tests set forth in Attachment H, Table H-1 is achieved on schedule is also of utmost importance to the City, and (2) if Contractor is unable to achieve the performance standards set forth in each Attachment H and respective Table H-1 for one or more of the processing areas at the MDF, the City will suffer damages, some portions of which will be impracticable and extremely difficult to ascertain. Specifically, the portion of these damages not susceptible to ready determination includes costs of City employees and consultants who will be required to devote additional time to overseeing extended testing efforts and to securing alternative permitted facilities for processing Recyclable Materials, Compostables and/or C&D Debris that Contractor is unable to successfully process. The parties agree that the following amounts are reasonable estimates of the amount of such damages for each day after October 1, 2018 for items (i) through (iv) below and October 1, 2019 for item (v) below ("Initial Acceptance Test Deadline") that the Contractor has not achieved the applicable Initial Acceptance Test performance standards described in the Attachment H and respective Table H-1 for each one of the Process Lines/Areas listed below:
(i) Clean MRF .................................................. $800.00 per day (ii) Organics P
reprocessing/Depackaging ...... $2,600.00 per day
(iii) Clean Wood ............................................... $2,200.00 per day (iv) Source-Separate C&D ............................... $1,600.00 per day (v) Composting (CASP) .................................. $2,600.00 per day EXHIBIT "A"
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The parties further agree that the f
oregoing liquidated damages are not
intended to, and do not, cover other damages which the City may or will suffer as a result of Contractor’s failure to pass the Initial Acceptance Tests on schedule. Such damages may include loss of revenue from sales of Recovered Materials, loss of customers for the MDF, and fines or penalties for failure to achieve the Diversion rates required by the Act or other State of California regulations. The City may seek to recover such damages in addition to the liquidated damages provided above.
Finally, the parties agree that if Contractor fails to pass one or more of the Full Acceptance Tests on or before January 1, 2019 January 1, 2019 for items (i) through (iv) above and on or before January 1, 2020 for item (v) above, that failure will constitute a breach of this Contract which, if not cured within the time specified in Section 13.01A(i), will entitle the City to invoke any or all of the remedies for default provided in this Article 13.
City may determine the occurrence of events giving rise to liquidated damages through the observation of its own employees, agents or representatives or through investigation of customer complaints.
Prior to assessing liquidated damages, City shall give Contractor notice of its intention to do so. The notice will include a brief description of the incident(s)/non- performance. Contractor may review (and make copies at its own expense) all non- confidential information in the possession of the City relating to incident(s)/non- performance. Contractor may, within ten (10) days after receiving the notice, request a meeting with the City Manager or his or her designee. Contractor may present evidence in writing and through testimony of its employees and others relevant to the EXHIBIT "A"
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incident(s)/non-performance. The Cit
y Manager or his or her designee will provide
Contractor with a written explanation of his or her determination on each incident(s)/non-performance prior to authorizing the assessment of liquidated damages.
The decision of the City Manager or his or her designee shall be final.
H. Amount. The City may assess liqui
dated damages for each
calendar day or event, as appropriate, that Co
ntractor is determined to be liable in
accordance with this Contract.
I. Payment. Contractor shall pay any liq
uidated damages assessed
by City within ten (10) days after
they are assessed.
City’s right to recover li
quidated damages for Contractor’s failure to meet
the service performance standards shall not preclude City from obtaining equitable relief for persistent failures to meet such standards nor from terminating the Contract for such persistent failures.
13.10 City Default. City shall be in de
fault under this Contract (“City Default”) in
the event City commits a material
breach of the Contract and fails to cure such breach
within thirty (30) days after receiving notice from the Contractor specifying the breach, provided that if the nature of the breach is such that it will reasonably require more than thirty (30) days to cure, City shall not be in default so long as City promptly commences the cure and diligently proceeds to completion of the cure.
In the event of a City Default Contrac
tor shall continue to perform all of its
obligations hereunder until a court of competent jurisdiction has issued a final judgment declaring that City is in Default.
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Disputes arising under Article 12 wi
ll be resolved as provided in Section 12.16.
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ARTICLE 14. OTHER AGREEMENTS OF
THE PARTIES
14.01 Relationship of Parties. The parti
es intend that Contractor shall perform
the services required by this Contract as
an independent contractor engaged by City
and not as an officer or employee of City nor as a partner of or joint venturer with City.
No employee or agent or Contractor shall be deemed to be an employee of City, nor an agent of City. Except as expressly provided herein, Contractor shall have the exclusive control over the manner and means of conducting the services performed under this Contract, and all persons performing such services. Contractor shall be solely responsible for the acts and omissions of its officers, employees, subcontractors and agents. Neither Contractor nor its officers, employees, subcontractors and agents shall obtain any rights to retirement benefits, workers’ compensation benefits, or any other benefits which accrue to City employees by virtue of their employment with City.
14.02 Compliance with Law; Non-Disc
rimination. In providing the services
required under this Contract, Contrac
tor shall at all times comply with all applicable laws
of the United States, the State of California and City, with all applicable regulations promulgated by federal, state, regional or local administrative and regulatory agencies, now in force and as they may be enacted, issued or amended during the Term and with all permits affecting the services to be provided. Contractor shall not discriminate nor permit discrimination against any person in a manner prohibited by federal or state law.
14.03 Assignment. Contractor acknowledg
es that this Contract involves
rendering a vital service to the City
’s residents and businesses, and that the City has
selected Contractor to perform the services specified herein based on (i) Contractor’s Members’ experience, skill and reputation for conducting their operations in a safe, EXHIBIT "A"
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effective and responsible fashion, and (i
i) Contractor’s financial resources to maintain
the required equipment and to support its indemnity obligations to the City under this Contract. The City has relied on each of these factors, among others, in choosing Contractor to perform the services to be rendered by Contractor under this Contract.
A. City Consent Required. Contractor
shall not assign its rights or
delegate or otherwise transfer its obli
gations under this Contract to any other Person
without the prior written consent of City. Any such assignment made without the consent of City shall be void and the attempted assignment shall constitute a Contractor Default.
B. Assignment Defined. For the purpose o
f this Section,
“assignment” shall include, but not be l
imited to, (i) a sale, exchange or other transfer to
a third party of substantially all of Contractor’s assets dedicated to service under this Contract; (ii) a sale, exchange or other transfer of all or any part of a Member’s interest in Contractor to a person that is not already a Member of Contractor; (iii) any dissolution, reorganization, consolidation, merger, re-capitalization, stock issuance or reissuance, voting trust, pooling agreement, escrow arrangement, liquidation or other transaction which results in a change of ownership or control of Contractor; (iv) any assignment by operation of law, including insolvency or bankruptcy, an assignment for the benefit of creditors, a writ of attachment for an execution being levied against this Contract, appointment of a receiver taking possession of Contractor’s property, or transfer occurring in the event of a probate proceeding; and (v) any combination of the foregoing (whether or not in related or contemporaneous transactions) which has the effect of any such transfer or change of ownership, or change of control of Contractor.
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C. Consent Requirements. If Contract
or requests City’s
consideration of and consent to an ass
ignment, City may deny or approve such request
in its complete discretion. No request by Contractor for consent to an assignment need be considered by City unless and until Contractor has met the following requirements:
1. Contractor shall undertake to pay Cit y
its reasonable
expenses for attorneys’ fees and investigation costs necessary to investigate the suitability of any proposed assignee, and to review and finalize any documentation required as a condition for approving any such assignment;
2. Contractor shall furnish City with audited financial statements of the proposed assignee’s operations for the immediately preceding three (3) operating years;
3. Contractor shall furnish City with satisfactory proof: (i) that the proposed assignee has at least ten (10) years of solid waste/recycling management experience on a scale equal to or exceeding the scale of operations conducted by Contractor; (ii) that in the last five (5) years, the proposed assignee has not been the subject of any administrative or judicial proceedings initiated by a federal, state or local agency having jurisdiction over its operations due to an alleged failure to comply with federal, state or local laws or that the proposed assignee has provided City with a complete list of such proceedings and their status; (iii) that the proposed assignee conducts its operations in a safe and environmentally conscientious manner, in accordance with sound waste management practices in full compliance with all federal, state and local laws regulating the collection and disposal of waste and all Environmental Laws; (iv) of any other information required by City to ensure the EXHIBIT "A"
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proposed assignee can fulfill the term
s of this Contract in a timely, safe and effective
manner.
14.04 Subcontracting. Contractor s
hall not engage any subcontractors to
perform any of the services required of
it by this Contract without the prior written
consent of City. Contractor shall notify the City no later than ninety (90) days prior to the date on which it proposes to enter into a subcontract. City may approve or deny any such request in its sole discretion if the proposed subcontractor is to perform services required under Articles 4, 5, or 6.
Contractor may, in cases of emergenc
y, engage subcontractors for up to seven
(7) consecutive days. Contractor shall give prompt notice to City of any such emergency subcontracting and any such engagement must be approved by City in writing if it is to extend beyond seven (7) days, or if Contractor wishes to renew it after an interval of less than thirty (30) days.
14.05 No Affiliated Entity. Contr
actor will not form or use any Affiliated Entity
to perform any of the services or acti
vities which Contractor is required or allowed to
perform under this Contract, other than as a subcontractor approved by City under Section
14.04. 14.06 Contractor’s Investigatio
n; No Warranties by City. Contractor has
made an independent investigation, satis
factory to it, of the conditions and
circumstances surrounding the Contract and the work to be performed by it, and the recycling and source reduction programs now in effect in the City and other Participating Agencies.
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Contractor has carefully review
ed the information in the Request for Proposals
and Addenda, if any. Contractor has had the opportunity to inspect the Materials Diversion Facility site and facilities, and the equipment currently installed in the Materials Diversion Facility; and to review the environmental documents associated with the Materials Diversion Facility as well as the permits governing its operation; the Source Reduction and Recycling Elements adopted by each of the Participating Agencies under the Act; and the Agreement between the Napa-Vallejo Waste Management Authority and the operator of the Transfer Station.
In addition, since October 2005, Contractor has performed the scope of services contained in the Contract and has thoroughly investigated and analyzed the new scope of services associated with operation and maintenance of new particulate enclosures, an organics receiving building and organics pre-processing equipment, the construction, acceptance and operation of the new Covered Aerated Static Pile (CASP) composting system, full scale rollout of the Commercial Food Scrap Collection program, design, procurement, construction and operation of the Biomass Units, and the Stormwater Management System, all as described in Article 6 and related Attachments B, F, G and H. Based upon this experience, Contractor hereby enters into the 2022 Amendment with full knowledge concerning the conditions, circumstances and costs encompassing the Contract, and the work to be performed by Contractor under the Contract.
Furthermore, based on its investigation, Contractor represents that the costs outlined in Attachment T and Article 12 are the final, all-inclusive costs for Contractor's compensation unless otherwise specifically enumerated in the Contract.
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While City believes that the inform
ation contained in the Request for Proposals
and the Contract is substantially correct, City makes no warranties in connection with this Contract, including but not limited to the accuracy or completeness of the information contained in the Request for Proposals. The City also expressly disclaims any warranties, either express or implied, as to the merchantability or fitness for any particular purpose of Recyclable Materials delivered to the Facility.
14.07 Condemnation. City reserves the ri
ghts to acquire the Contractor’s
property utilized in the performance of thi
s Contract through the exercise of eminent
domain, as provided in the City’s Municipal Code Section 5.56.070.C.
14.08 Notice. All notices, demands, r
equests, proposals, approvals, consents
and other communications which this Co
ntract requires, authorizes or contemplates
shall, except as provided in Section 13.02, be in writing and delivered to the other
party’s representative by personal delivery, U.S. Mail, nationwide overnight delivery service, email or as otherwise specified herein, addressed as follows:
If to City: City Public Works Direc
tor
City of Napa
1600 First Street
Napa, CA 94559-2430
{***INSERT email address of City’s Representative***}
with a copy to the Napa City Attorney
If to Contractor: Greg Kell
ey, Manager
Napa Recycling & Waste Services, LLC
3216 Vichy Avenue
Napa, CA 94558
{***INSERT email address of Contractor's Representative***} * If sent by U.S. Mail,
use P.O. Box only.
The address to which communications m
ay be delivered may be changed from
time to time by a notice given in accordance with this Section. Delivery is deemed EXHIBIT "A"
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effective upon the first to occ
ur of: (a) actual receipt by a party’s representative, (b) actual receipt at the address identified below, or (c) three business days following deposit in the U.S. Mail of registered or certified mail sent to the address identified above.
14.09 Representatives of the Parties.
A. Representatives of City. References in t
his Contract to “City”
shall mean the City of Napa, a Califor
nia charter city, acting pursuant to the authority of
California Constitution, Article XI, Sections 5 and 7, and the City of Napa City Charter, initially ratified by the voters of the City on December 16, 1914. “City Limits” means the geographical territory within the boundaries of incorporation for the City, as determined in accordance with the Cortese-Knox-Hertzberg Local Government Reorganization Act (California Government Code Sections 56000 – 57550). All actions to be taken by City shall be taken by the City Council of the City of Napa, as defined by Section 5 of the City Charter of the City of Napa, except as provided below. The City Council has delegated authority to the City Manager of the City of Napa, as defined by Section 85 of the City Charter of the City of Napa, or a designee of the City Manager, to implement and enforce all City contracts, pursuant to the City’s Municipal Code Section 2.91.030.
Contractor may rely upon actions taken by such delegates if they are within the scope of the authority properly delegated to them.
B. Representatives of Contractor. Contr
actor shall, by the Effective
Date, designate in writing a responsi
ble officer who shall serve as the representative of
Contractor in all matters related to the Contract and shall inform City in writing of such designation and of any limitations upon his or her authority to bind Contractor. City may EXHIBIT "A"
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rely upon action taken by such designated repres
entative as actions of Contractor
unless they are outside the scope of the authority delegated to him/her by Contractor as communicated to City.
14.10 Duty of Contractor Not to Discr
iminate. Contractor shall not
discriminate, nor permit any subcontr
actor to discriminate, in the employment of
persons engaged in the performance of this Contract or in the use of the Materials Diversion Facility on account of race, color, national origin, ancestry, religion, sex, age, physical handicap, medical condition, sexual orientation or marital status, in violation of any applicable federal or state law.
14.11 Right to Inspect Contractor Oper
ations. City shall have the right, but
not the obligation, to observe and inspect all
of the Contractor’s operations under this
Contract. In connection therewith, City shall have the right to enter the portions of the Materials Diversion Facility used by Contractor during operating hours, speak to any of Contractor’s employees and receive cooperation from such employees in response to inquiries. In addition, upon reasonable notice and without interference with Contractor’s operations, City may review and copy any of Contractor’s operational and business records related to this Contract. If City so requests, Contractor shall make specified personnel available to accompany City employees on inspections and shall provide electronic copies of records stored in electronic media.
14.12 Maintenance and Review of Re
cords, Submission of Reports.
Contractor shall compile, on a daily bas
is, accurate records of its operations in sufficient
detail to allow for accurate determinations of all matters that require periodic determination under this Contract. City shall have the right during regular business EXHIBIT "A"
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hours to review and make copies of (at City
’s expense) any documents relevant to this
Contract, including, but not limited to, Contractor’s cash register records, scale records, videotape recordings of transactions at the scale house, and records maintained in electronic, magnetic and other media.
Contractor shall prepare and submit complete, accurate and timely reports on forms provided or approved by City, including those reporting forms attached as Attachment R.
14.13 Right to Demand Assurances of P
erformance. If Contractor (1)
persistently suffers the imposit
ion of liquidated damages under Section 13.09; (2) is the subject of any labor u
nrest including work stoppage or slowdown, sickout, picketing or other concerted job action; (3) appears in the reasonable judgment of City to be unable to regularly pay its bills as they become due; or (4) is the subject of a civil or criminal proceeding brought by a federal, state, regional or local agency for violation of an Environmental Law, City may, at its option and in addition to all other remedies it may have, demand from Contractor reasonable assurances of timely and proper performance of this Contract, in such form and substance as the City may require.
14.14 Right of City to Make Changes. C
ity may, without amending this
Contract, direct Contractor to c
ease performing one or more types of service described
in Articles 4, 5 or 6, may direct Contractor to modify the scope of one or more such services, may direct Contractor to perform additional solid waste processing services, or may otherwise direct Contractor to modify its performance under any other Section of this Contract, including to moving toward new collection "smart bin" technology.
Contractor shall promptly and cooperatively comply with such direction.
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If such changes cause an increase or decre
ase in the cost of performing the
services, an equitable adjustment in the Contractor’s compensation shall be made pursuant to Section 12.13. Contractor will continue to perform the new or changed service while the appropriate adjustment in compensation is being determined.
14.15 Force Majeure. Neither party shall be
in default of its obligations under
this Contract in the event, and for so long as
, it is impossible or extremely impracticable
for it to perform its obligations due to an “act of God” (including, but not limited to, flood, earthquake or other catastrophic events), war, insurrection, riot, labor unrest of other than the party’s employees (including strike, work stoppage, slowdown, sick out, picketing, or other concerted job action), or other similar cause not the fault of, and beyond the reasonable control of, the party claiming excuse. A party claiming excuse under this Section must (1) have taken reasonable precautions, if possible, to avoid being affected by the cause, and (2) notify the other party in writing within five (5) days after the occurrence of the event specifying the nature of the event, the expected length of time that the party expects to be prevented from performing, and the steps which the party intends to take to restore its ability to perform. The party claiming excuse under this Section shall use its best efforts to remedy its inability to perform as quickly as possible.
A. Force Majeure. Neither Contractor nor t
he City shall be excused
from the performance of its oblig
ations under this Contract except where a party’s
failure to perform is due to an event of Force Majeure, as defined in this Contract.
B. Obligation to Restore Ability to P
erform. Any suspension of
performance by a party pursuant to this Section s
hall be only to the extent, and for a
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period of no longer duration than, requir
ed by the nature of the event, and the party
claiming excuse from obligation shall use its best efforts in an expeditious manner to remedy its inability to perform, and mitigate damages that may occur as result of the event.
C. Notice. The party claiming excuse sh
all deliver to the other party a
written notice of intent to claim ex
cuse from performance under this Contract by reason
of an event of Force Majeure. Notice required by this Section shall be given promptly in light of the circumstances, but in any event not later than five (5) days after the occurrence of the event of Force Majeure. Such notice shall describe in detail the event of Force Majeure claimed, the services impacted by the claimed event of Force Majeure, the expected length of time that the party expects to be prevented from performing, the steps which the party intends to take to restore its ability to perform, and such other information as the other party reasonably requests.
D. City's Rights in the Event of Forc
e Majeure. The partial or
complete interruption or discontinuanc
e of Contractor’s services caused by an event of
Force Majeure shall not constitute an event of default under this Contract.
Notwithstanding the foregoing: (i) the City shall have the right to make use of Contractor’s facilities and equipment in accordance with Section
13.05 of this Contract
in the event of
non-performance excused by Force Majeure; (ii) if Contractor’s excuse from performance for reason of Force Majeure continues for a period of thirty (30) days or more, the City shall have the right, in its sole discretion, to immediately terminate this Contract; (iii) if Contractor is unable to collect and dispose of Municipal Solid Waste as required by this Contract for a period of three (3) or more consecutive days or for any EXHIBIT "A"
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(3) days in a seven (7)-day period as a result of F
orce Majeure, the City shall have the
right to make use of Contractor’s property in accordance with Section 9.04, and (iv) if Contractor’s inability to collect and dispose of Municipal Solid Waste continues for fourteen (14) days or more from the date by which Contractor gave or should have given notice under Subsection C above, the City may terminate this Contract.
14.16 Cooperation During Transition. At t
he expiration or earlier termination
of the Term, Contractor shall c
ooperate fully with the City to ensure an orderly transition to any and all new service providers. In addition, during the last twelve months of the Term, Contractor shall allow prospective operators to observe its operations and otherwise comply with Attachment W. Contractor shall give the main phone number (707-255-5200) for operators to the City for use by a new service provider. Sixty (60) days prior to the expiration or termination of the Term, Contractor shall transfer ownership of all website content that is relevant to City customers to the City so the City can transfer the website content to a new service provider.
14.17 No Damages for Invalidation of
Contract. If a final judgment of a court
of competent jurisdiction deter
mines that this Contract is illegal or was unlawfully
entered into by the City, neither party shall have any claim against the other for damages of any kind (including but not limited to loss of profits) on any theory.
14.18 Guaranty. No later than ten (10) days be
fore the Effective Date of this
contract, Contractor shall furnish
a properly executed Guaranty of its performance under
this Contract by Greg Kelley, in the form of Attachment X.
14.19 Diversion Programs Not Rest
ricted. Nothing in this Contract shall
restrict City or the other Partic
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or non-participation, or the nature or ext
ent of their participation in, any recycling and
diversion program, developed or operated by City, the other Participating Agencies, or by one or more residents, businesses, commercial, industrial or retail operators, or other persons, within their respective jurisdictions.
Notwithstanding the foregoing, the City agrees to deliver, or arrange for the delivery, to the Materials Diversion Facility of all Recyclable Materials which are collected from residences within the City by employees of the City, by its Designated Hauler, or by other Persons operating a program of collecting Recyclable Materials from residences and/or commercial and business establishments under a contract with the City. The City does not, however, guarantee that it will continue to operate such a program, nor does it guarantee that privately-sponsored residential or non-residential recycling programs will not operate within the City.
14.20 Reports as Public Records. T
he reports, records and other information
submitted (or required to be submitt
ed) by Contractor to City are public records within
the meaning of that term in the California Public Records Act, Government Code Section 6250 et seq. Unless a particular record is exempted from disclosure by the California Public Records Act, it must be disclosed to the public by the City upon request.
Contractor will not object to the Cit
y making available to the public any
information submitted by the Contractor, or required to be submitted in connection with the Contractor’s compensation, including but not limited to records described in Article 12.
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In addition, with respect to any other in
formation submitted, or required to be
submitted to City, if Contractor believes that it is entitled to an exemption from disclosure under the Public Records Act, it will (1) clearly designate such information as confidential when submitted to City, and (2) identify the section of the Public Records Act under which it is exempt.
If City receives a request to inspect or copy information that Contractor had designated as confidential, it will notify Contractor of that request. City has no further duty to Contractor and may permit public inspection and/or copying of the information unless Contractor, at its sole cost and expense, obtains an order from a court preventing their inspection or copying. Contractor will pay all costs incurred by City related to such proceedings, including the cost of City’s legal representation, and will indemnify and hold harmless the City from any liability to third parties requesting access to or copies of information submitted by Contractor, including the attorneys’ fees of such third parties.
14.21 City Rights Regarding Collect
ion Fees and Gate Fees. The City has
complete authority over the fees charged to C
ustomers for collection of MSW,
Recyclable Materials and Compostables, as well as over the Gate Fees charged to users of the Materials Diversion Facility, with the sole exception that it will not charge Contractor Gate Fees for delivery to the Materials Diversion Facility of Recyclable Materials and Compostables, collected in the City. City also has complete authority over amounts paid, if any, to persons who deliver Recyclable Materials or Compostables, to the Materials Diversion Facility.
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14.22 Office and Storage. Contractor
will provide adequate space on the
property located at 600 Tower Road for eq
uipment storage, including bins, carts and
drop boxes, concrete processing or other uses as needed for City operations. All costs for the real property, office, acreage, and utilities are already included in Attachment T and there is no additional enumerated cost to the City.
14.23 Customer Service Center. Contrac
tor will provide a full customer service
center within City limits (not inc
luding City-annexed MDF property) from 9:00am until
5:00pm Monday through Friday. The customer service center will, at minimum, allow customers to drop off or exchange interior and exterior equipment (e.g. kitchen compost pail, collection cart, etc.); permit customers to set up, change level of, or terminate service; allow customers to pay penalties or make other billing adjustments as necessary; distribute public education or service related information as appropriate; provide adequate customer parking; distribute compostable bags; and provide for bill payment and processing. All costs for the real property, customer service center, and utilities are already included in Attachment T and there is no additional enumerated cost to the City.
EXHIBIT "A"
189
17650078.3
PROPOSED 2022 CONTRACT AMENDMENT (10/18/2022
VERSION)
ARTICLE 15. MISCELLANEOUS AGREEMENTS
15.01 Governing Law. This Contract shall be governed by, and construed and enforced in accordance with, the laws of the State of California.
15.02 Jurisdiction. Any l awsuits between the parties arising out of this Contract shall be brought and concluded in the courts of the State of California, which shall have exclusive jurisdiction over such lawsuits. With respect to venue, the parties agree that this Contract is made in and will be performed in Napa County.
15.03 Binding on Successors . The provisions of this Contract shall inure to the benefit of and be binding on the successors and permitted assigns of the parties.
15.04 Parties i n Interest. Nothing in this Contract is intended to confer any rights on any Persons other than the parties to it and their permitted successors and assigns.
15.05 Waiver . The waiver by either party of any breach or violation of any provisions of this Contract shall not be deemed to be a waiver of any breach or violation of any other provision nor of any subsequent breach of violation of the same or any other provision. The subsequent acceptance by either party of any monies that become due hereunder shall not be deemed to be a waiver of any pre-existing or concurrent breach or violation by the other party of any provision of this Contract.
15.06 Attachments. Each of the exhibits, identified as Attachments “A” through “MM,” is attached hereto and incorporated herein and made a part hereof by this reference.
EXHIBIT "A"
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15.07 Entire Agreement. This Contract,
including the Attachments, represents
the full and entire agreement between t
he parties with respect to the matters covered
herein and supersedes all prior negotiations and agreements, either written or oral.
15.08 Section Headings. The article heading
s and section headings in this
Contract are for convenience of ref
erence only and are not intended to be used in the
construction of this Contract nor to alter or affect any of its provisions.
15.09 Interpretation. This Contract s
hall be interpreted and construed
reasonably and neither for nor against eit
her party, regardless of the degree to which
either party participated in its drafting.
15.10 Amendment. This Contract may not
be modified or amended in any
respect except by a writing signed by the
parties.
15.11 Severability. If a court of compet
ent jurisdiction holds any non-material
provision of this Contract to be inval
id and unenforceable, the invalidity or
unenforceability of such provision shall not affect any of the remaining provisions of this Contract which shall be enforced as if such invalid or unenforceable provision had not been contained herein.
15.12 Costs and Attorneys’ Fees. The pr
evailing party in any action brought to
enforce the terms of this Contract
or arising out of this Contract may recover its
reasonable costs expended in connection with such an action from the other party.
However, each party shall bear its own attorneys’ fees.
15.13 References to Laws. All references i
n this Contract to laws and
regulations shall be understood to inclu
de such laws and regulations as they may be
EXHIBIT "A"
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/18/2022 VERSION)
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subsequently amended or recodified, unless
otherwise specifically provided. In
addition, references to specific governmental agencies shall be understood to include agencies that succeed to or assume the functions they are currently performing.
15.14 City’s Municipal Code. Contract
or is aware of the provisions of City’s
Municipal Code relating to the collecti
on and disposal of solid waste, specifically
Chapter 5.60, including the right of City to amend those provisions.
In entering into this Contract, Cit
y is engaging Contractor to provide services. It
is not granting Contractor a franchise, exclusive or otherwise, and is not requiring Contractor to pay a franchise fee. Notwithstanding the foregoing, Contractor agrees that nothing in this contract limits the rights reserved by City in Chapter 5.56 of the Municipal Code applicable to franchises generally. In particular, Contractor agrees that the rights described in Section 5.56.070.A and B are reserved to City, including but not limited to the following rights:
“A. To make all regulations which s
hall be necessary to secure, in the
best manner, the safety, welfare and accommodation of the public, including, among other things, the right to pass and enforce ordinances to protect the public from danger or inconvenience in the operation of any work or business authorized by the grant to the Franchise, permit or privilege and the right to make and enforce all such regulations as shall be reasonably necessary to secure adequate, sufficient and proper public service and accommodations.
B. To prescribe and regulate the ra
tes, fares, rentals or charges
made for the service rendered under such franchise; to require such reports, accounts or special information about its affairs to be furnished, as the council may prescribe or deem necessary or convenient, for the purpose of fixing such rates, fares, rental or charges, or for any other lawful purpose, to be made in such form and verified by such persons as the council shall prescribe, to have full and free access, at any and all reasonable times, to all books, records, and papers of such franchise holder with the right of examining the same and privilege of taking copies of the same or any part thereof.”
EXHIBIT "A"
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City may, in its sole discretion, det
ermine whether and in what circumstances
enforcement of provisions of the City’s Municipal Code relating to the obligation of owners and occupants of Premises to use the services of Contractor is in the public interest. City undertakes no obligation, by virtue of this Contract, to Contractor to enforce such provisions through civil actions, or termination of other utility services provided by City. City does agree that it will not, during the Term and so long as Contractor is not in default, enter into a contract with a third party to provide services within the scope of services required of Contractor.
In addition to the foregoing, the parties acknowledge that City may permit the collection, recycling and/or disposal of any or all of the following materials without seeking or securing any approval of Contractor:
A. Recyclable Materials and Compostables source-separated from MSW by the customer which the customer sells, or for which he/she is otherwise compensated in a manner resulting in a net payment to the customer; B. MSW, Recyclable Materials and Compostables which are removed from any Premises by the customer, and which is transported by the customer (or by his or her full-time employees) to a processing or disposal facility; C. Recyclable Materials and Compostables which are source- separated by the customer and donated to youth, civic, or charitable organizations; D. Source and type separated Recyclable Materials not collected by Contractor which are delivered to a permitted recycling drop off center or facility; EXHIBIT "A"
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E. Containers delivered for recycling under
the California Beverage
Container Recycling Litter Reduction Act, Section 14500, et seq., California Public Resources Code;
F. Recyclable Materials or Compostables generated at Commercial or Business Premises, regardless of whether or not the customer pays for the collection and recycling of such materials;
G. Yard Trimmings removed from a Premises by a gardening, landscaping or tree trimming company utilizing its own equipment as an incidental part of a total service offered by the company rather than as a hauling service; H. Construction and Demolition Debris that is incidentally removed by a licensed construction or demolition company as part of a total service offered by said company utilizing its own equipment, or by a person which is issued a permit or license by the City to collect Construction and Demolition waste, or by City; I. The casual or emergency collection and disposal of MSW by City employees in the normal course of their employment;
J. The collection and disposal of any and all types of materials by a third-party in an emergency or disaster, as determined by the City in its sole discretion; and
K. Food scraps that are separated by the customer and (1) donated or sold to food banks, shelters, churches, civic organizations, schools or any other person or organization (whether for-profit or non-profit) for human consumption, (2) are donated or sold for use as animal feed or for other uses (including composting, engineered EXHIBIT "A"
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feedstock or anaerobic digestion) so long as the
food scraps are not disposed; and (3)
food scraps that are composted on-site by the customer including traditional outdoor composting, use of a compost appliance, composting in a community garden, or other compost system.
15.15 Employment Matters. Contractor sh
all fulfill the commitments contained
in Attachment Z.
EXHIBIT "A"
195
IN WITNESS WHEREOF, the par
ties hereto have executed this Agreement to be effective on the Effective Date set forth below.
CITY: CONTRACTOR:
CITY OF NAP
A, a California charter city Napa Recycling and Waste Services, LLC By:
Phil Brun, Utilities Director
By:
Greg Kelley, General Manager/Managing Member
Date: October 18, 2022
(“Effective Date”)
COUNTERSIGNED:
Joy Riesenberg, City Auditor
APPROVED AS TO FORM:
Michael W. Barrett, City Attorney
EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT (10/18/2022 VERSION)
Attachment A Page 1 of 15 17650165.10
Attachment A
Definitions
Act: “Act” means the California Integrated Wast
e Management Act of 1989, as
amended, Public Resources Code Sections 40000, et seq.
Additional Payment: “Additional Payment” means the amount due to Contractor for processing materials in excess of specified tonnages, as described in Section 12.05.
Affiliated Entity: “Affiliated Entity” means any Person which is related to the Contractor by virtue of a direct or indirect ownership interest or common management.
Affiliated Entities include (1) a person in which the Contractor has a direct or indirect ownership interest, (2) a person which has a direct or indirect ownership interest in Contractor, and (3) a person which is owned or controlled by any person which has a direct or indirect ownership interest in Contractor.
For purposes of determining whether an indirect ownership interest exists, the constructive ownership provisions of the Internal Revenue Code, in effect as of the Effective Date, shall apply except that “ten percent (10%)” shall be substituted for “fifty percent (50%)” in Section 318(a)(2)(C) and Section 318(a)(3)(C).
Alternative Fuel Vehicle: “Alternative Fuel Vehicle” means a vehicle whose engine uses a fuel other than gasoline or diesel fuel, such as compressed natural gas (CNG) or other fuel with comparably low emissions of air pollutants regulated under the federal Clean Air Act, 42 U.S.C. Section 7401 et seq. or the California Clean Air Act, Health and Safety Code Section 39000 et seq.
Authorized Recycling Agent: “Authorized Recycling Agent” has the meaning set forth in Public Resources Code Section 40105.
BAAQMD: “BAAQMD” means the Bay Area Air Quality Management District, a regional agency charged with attaining and maintaining air quality in its jurisdiction, which includes the counties of Alameda, Contra Costa, Marin, San Francisco, San Mateo, Santa Clara and Napa, and portions of two others – southwestern Solano and southern Sonoma.
Broker Fee: “Broker Fee” means any remuneration paid by Contractor to a third party or exacted from Contractor by a third party for the act of brokering or facilitating the sale or exchange of Recyclable Materials, Compost, Recovered Materials, energy or any other materials marketed by Contractor from the MDF. Broker Fee includes, but is not limited to, any charge, flat fee, percentage, deduction from total revenue owed or paid for materials, or any other remuneration charged, claimed or exacted (including any trade, barter, or exchange for services or other goods) by a business, Person, organization or any other entity due to facilitating the sale of Recyclable Materials, Compost, Recovered Materials, energy or any other materials marketed by Contractor from the MDF. Broker EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT (10/18/2022 VERSION)
Attachment A Page 2 of 15 17650165.10
Fee does not mean adjustments made to the price
paid for materials due to the quality of
the materials (such as moisture deductions or downgrading of material type due to poor quality and/or contamination) nor does Broker Fee mean transportation costs or other freight or shipping costs, demurrage fees or other routine costs for storage and transportation of the materials.
Bulky Goods: “Bulky Goods” means furniture, household or industrial appliances, shipping crates and containers, and other large, bulky or heavy objects not normally discarded on a regular basis at Residential, Commercial or Business Establishments.
Buyer Paid Tons: “Buyer Paid Tons” means the price that a purchaser paid for a specified number of Tons in a given materials shipment or load that is marketed by Contractor from the MDF. Buyer Paid Tons may differ from the actual number of Tons in the outbound weight of the materials taken at the MDF scales due to moisture, contamination, packaging weight, or other difference in the weight of the load when it is weighed at the buyer’s scales.
CalRecycle: “CalRecycle” means the California Department of Resources Recycling and Recovery, and any successor agencies.
Cathode Ray Tubes (CRTs): “Cathode Ray Tubes” or “CRTs” means a computer or television monitor with the yoke still attached that has been separated from an electronic device.
City: "City" shall mean the City of Napa, a California charter city, acting pursuant to the authority of California Constitution, Article XI, Sections 5 and 7, and the City of Napa City Charter, initially ratified by the voters of the City on December 16, 1914.
City Council: “City Council” means the City Council of the City of Napa, as defined by Section 5 of the City Charter of the City of Napa.
City Limits: “City Limits” means the geographical territory within the boundaries of incorporation for the City, as determined in accordance with the Cortese-Knox-Hertzberg Local Government Reorganization Act (California Government Code Sections 56000 – 57550).
City Manager: “City Manager” means the City Manager of the City of Napa, as defined by Section 85 of the City Charter of the City of Napa, or a designee of the City Manager.
City-Northern Agreement: “City-Northern Agreement” means the agreement between the City and Northern Recycling Operations and Waste Services, LLC dated July 6, 2010 (City Agreement No. 2010-147) as amended August 18, 2016, and all future amendments thereto. The City-Northern Agreement is Attachment AA to the Contract. All future amendments to Attachment AA will result in an automatic amendment to the Contract to replace the amended Attachment AA.
EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT (10/18/2022 VERSION)
Attachment A Page 3 of 15 17650165.10
Clean Materials Recovery Facility (Clean MRF
): “Clean Materials Recovery Facility”
or “Clean MRF” means that portion of the MDF that processes source and type-separated recyclables and commingled recyclables.
Clean MRF Fines: “Clean MRF Fines” means materials left over on the MDF Clean MRF sorting belt after Recyclable Materials have been sorted off the belt. Clean MRF Fines generally consist of lower grades of paper (fiber), missed beverage containers, other types of containers and some non-recyclable residue. Current industry practice is to sell or pay a negative value to a fiber buyer or other buyer who will further sort the Clean MRF fines to recover the lower fiber grades and missed beverage containers plus other types of containers.
Co-Collected Yard Trimmings and Food Scraps: “Co-Collected Yard Trimmings and Food Scraps” ” means organics including yard trimmings generated at a residential, commercial or industrial premises that are co-collected with food waste generated at the same residential, commercial or industrial premises (including a single-family dwelling, duplex, triplex, fourplex or a multi-family complex). “Co-Collected Yard Trimmings and Food Scraps” are stored together in containers and are collected together. Co-collected yard trimmings and food scraps shall not contain over 50% food scraps, by weight.
Collection: “Collection” means the taking of physical possession of MSW, Recyclable Materials and Yard Trimmings from Customers, and their transport to the MDF or Transfer Station.
Commercial and Business Establishments: “Commercial and Business Establishments” means all hotels, motor courts, restaurants, offices or office buildings, stores, warehouses, factories, Multi-Family Complex, all other premises used for functions other than dwelling units. “Commercial and Business Establishments” also means a building, dwelling unit or complex containing multiple residential dwelling units that houses more than one dwelling unit which has centralized collection points for MSW and recyclable materials and that does not have individual collection service for these materials at each unit; MSW and recyclable materials are collected from carts, bins, roll- off boxes and/or compactors located in one or more enclosures on the property. “Commercial and Business Establishments” does not include accessory dwelling units.
Commercial Premises: “Commercial Premises” means any premises occupied by stores, offices, and other commercial facilities providing goods or services and, solely for purposes of this Contract, dwelling units in residential developments wherein such dwelling units are not provided individual collection service nor individually billed by Contractor but are instead serviced through central collection by bin, roll-off and /or compactor and billed by a Homeowners Association or property manager.
Commingled Recyclables: “Commingled Recyclables” means Recyclable Materials collected by a dual-stream system, a single-stream system, or other collection method whereby materials are not considered Source and Type Separated.
EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT (10/18/2022 VERSION)
Attachment A Page 4 of 15 17650165.10
Compost: “Compost” means the product resulting
from the controlled biological
decomposition of organic wastes which are source separated from the municipal solid waste stream, or which are separated at the Materials Diversion Facility and includes vegetable (e.g., food waste), yard and wood wastes that are not hazardous wastes.
Compostables: “Compostables” means those materials that are processed in a controlled biological decomposition process, which are source separated from the municipal solid waste stream. Compostables include biodegradable materials, such as food scraps, soiled paper products and yard trimmings that do not contain Hazardous Waste. Compostables may be processed via composting in CASP, anaerobic digestion, or another processing method.
Composting: “Composting” means the controlled microbial degradation of organic materials yielding a safe and nuisance-free finished product called compost, a soil amendment suitable for incorporating into topsoil and for growing plants.
Composting Area: “Composting Area” means the area at the MDF that is specifically designed and used for composting-related activities.
Compost Overs: “Compost Overs” means organic material that has already been processed through the active composting phase and has been directed to the final screening phase at the MDF. Compost Overs means the larger material screened out from the final screening phase while the smaller screened material will be directed for curing and sale as finished compost.
Containers: “Containers” means watertight metal or plastic objects with lids or covers, designed, and used to hold MSW, recyclable materials, compostables, or cooking oil/grease prior to collection. Containers include wheeled carts with lids, bins, open-top roll-off boxes, compactors, and oil/grease tanks.
Construction and Demolition (C&D) Debris: “Construction and Demolition Debris” includes waste building materials, packaging and rubble resulting from construction, remodeling, repair or demolition operations on pavements, houses, commercial and industrial buildings, and other structures and improvements.
Containers: “Containers” means any object designed and used to hold MSW, recyclable materials or yardwaste to be collected by the Contractor. Containers include carts, bins, open-top roll-offs, and compactor roll-offs.
Contamination: “Contamination” means materials which are not specified for collection in particular containers or for processing in particular areas of the MDF and which would either interfere with such processing or reduce the quality and value of the Recovered Materials. For example, for purposes of collection (described in Attachment B), placing metals or plastics in a container labeled “Yard Trimmings” constitutes Contamination because it would interfere with the equipment and processes used to compost or mulch the Yard Trimmings. Similarly, placing food scraps in a container labeled “Recyclable EXHIBIT "A"
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Attachment A Page 5 of 15 17650165.10
Materials” would contaminate the Recyclable Mate
rials, making it more difficult to
properly sort and process them for marketing. The materials specified for collection in containers to be delivered to the MDF are described in Attachment B. The materials specified for processing in particular areas of the MDF are described in Attachment F.
Contract: “Contract” means this Amended and Restated Contract between the City and Contractor which includes the Initial Agreement, as amended and restated as of October 18, 2022, including all attachments, and any further amendments hereto.
Contractor: “Contractor” means Napa Recycling & Waste Services, LLC, which is the “Authorized Contractor” referred to in Section 5.60.010 of the City’s Municipal Code.
The Contractor is the City’s authorized recycling agent.
County: “County” means the County of Napa.
Covered Electronic Waste: “Covered Electronic Waste," as defined in Public Resources Code Section 42463, as amended, means a video display device, such as a television or computer screen, containing a screen measuring at least four inches measured diagonally (excluding video displays in automobiles, freezers, refrigerators, microwaves, clothes washers, clothes dryers, conventional ovens or ranges, room air conditioners, dehumidifiers and air purifiers).
Customer: “Customer” means the owner, occupant or user of Premises at which MSW, Recyclable Materials or Compostables are generated and collected by Contractor.
Designated Hauler: “Designated Hauler” means the company or companies which from time to time are granted the right to collect MSW, Recyclable Materials and Compostables within the Participating Agencies and deliver it to the Materials Diversion Facility.
Diversion: “Diversion” means any combination of recycling and composting activities conducted at the MDF that reduces waste disposed of at the Transfer Station.
Direct Materials Sales: "Direct Materials Sales" means materials processed at the MDF and sold directly to buyers as a finished product. Examples include compost, gravel, top soil, and wood mulch. Unlike secondary materials sales products, Direct Materials Sales products are not intended as feedstock for a manufacturing process. Materials processed at the MDF are presumed to be secondary materials sales products unless they are a finished product.
DRTS New Materials: “DRTS New Materials” means materials not included in the definitions of Pre-Processed, Baler-Ready Recyclable Materials, Pre-Processed, Market- Ready Recyclable Materials, or DRTS Pre-Sorted Mixed Recyclable Materials, that are delivered to the Transfer Station and that require baling and marketing. Pursuant to the City’s agreement with Contractor’s Affiliate Northern in Attachment AA, the City has the right of first refusal to bale and market such materials. The following materials are excluded from DRTS New Materials: loose, unbaled scrap metal, wood, drywall, EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT (10/18/2022 VERSION)
Attachment A Page 6 of 15 17650165.10
sheetrock, concrete and asphalt that are already
being sorted and marketed directly by
Northern from the Construction and Demolition sorting line at the Transfer Station as of January 1, 2008.
DRTS Pre-Sorted Mixed Recyclable Materials: “DRTS Pre-Sorted Mixed Recyclable Materials” means a mix of two or more Recyclable Materials delivered by Northern to the MDF from the Transfer Station; collected, stored, delivered or pre-sorted such that different material types are mixed together and are not completely source or type separated. Such materials must be further sorted and processed before they are ready to go to market. DRTS Pre-Sorted Mixed Recyclable Materials does not include Single Stream Recyclable Materials (as defined in the agreement between the City and Northern in Attachment AA), regardless of their residue content.
Dual-Stream Recyclables (Dual-stream): “Dual-Stream Recyclables” means those recyclable materials collected by a two-stream collection system as separated by the Customer with one stream consisting of a mixture of metals, glass, plastics #1-7, and a second stream consisting of a mixture of all paper grades.
Effective Date: “Effective Date” means the date identified in Section 3.01.
Electronic Waste (E-waste): “Electronic Waste” or “E-Waste” means discarded consumer electronic products at or nearing the end of their useful life. E-waste includes CRTs, computers, televisions, cell-phones, stereos, copiers, and fax machines.
Environmental Laws: “Environmental Laws” means all federal and state statutes, county and city ordinances concerning public health, safety and the environment including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. Section 9601 et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq.; the Federal Clean Air Act, 42 U.S.C. Section 7401 et seq.; the Federal Clean Water Act, 33 U.S.C. Section 1251 et seq.; the Emergency Planning and Community Right to Know Act, 42 U.S.C. Section 11001 et seq.; the Occupational Safety and Health Act, 29 U.S.C. Section 651 et seq.; the California Integrated Waste Management Act, California Public Resources Code Section 40000 et seq.; the California Hazardous Waste Control Act, California Health and Safety Code Section 25100 et seq.; the California Toxic Substances Account Act, California Health and Safety Code Section 25300 et seq.; the Porter-Cologne Water Quality Control Act, California Water Code Section 13000 et seq.; the Safe Drinking Water and Toxic Enforcement Act, California Health and Safety Code Section 25249.5 et seq.; the California Clean Air Act, Health and Safety Code Sections 39000 et seq.; the California Hazardous Materials Response Plan and Inventory Act, Health and Safety Code Sections 25500 et seq., as currently in force or as hereafter amended, and all rules and regulations promulgated thereunder.
EXHIBIT "A"
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Attachment A Page 7 of 15 17650165.10
Food Scraps: “Food Scraps” means all surplus, spoi
led or unsold food such as, but not
limited to, fruits, vegetables, meat, poultry, seafood, shellfish, bones, rice, beans, pasta, bread, cheese, eggshells and solid fats, oils & grease (no liquids).
Food-Soiled Paper: “Food-Soiled Paper” is compostable paper material that has come in contact with food or liquid, such as, but not limited to, compostable paper plates, paper coffee cups, napkins, pizza boxes, coffee filters, tea bags, wax paper, butcher paper and waxed cardboard, paper take out boxes, paper egg cartons, and milk cartons.
Food Waste: “Food waste” means surplus, spoiled, or unsold food such as vegetables and culls, as well as plate scrapings.
Fuel and Electricity: "Fuel and Electricity" means fuel for the Contractor's fleet only and electricity for the MDF as described in Article 6.16. Fuel and Electricity does not include fuel or electricity costs incurred by the full customer service center within City limits or by Affiliated Entities. The City will compensate Contractor for Fuel and Electricity costs as set forth in Article 6.16 and Article 12.
Fuel Index: “Fuel Index” is calculated by utilizing two separate indices – one for No. 2 diesel fuel and the other for natural gas. For diesel vehicles, the appropriate index is the Producer Price Index for No. 2 Diesel Fuel (Series ID WPU05730302), not seasonally adjusted, issued by the United States Department of Labor, Bureau of Labor Statistics.
The annual Diesel Fuel Index for 2003 was 125.8. For the CNG vehicles, the appropriate index is the Producer Price Index for Natural Gas Fuels and Related Products and Power (Series ID WPU0531), not seasonally adjusted, issued by the United State Department of Labor, Bureau of Labor Statistics. The annual CNG Fuel Index for 2003 was 214.5.
The percentage change in the annual index for both fuels, from one year to the next, will be calculated. Then, the two percentage changes for diesel and natural gas will be combined to create a weighted average fuel index escalator to be applied to the Fuel Costs in Attachment T. The two indices will be weighted in proportion to the composition of the collection vehicle fleet, which in 2006 is scheduled to be eighteen (18) diesel vehicles and seven (7) CNG vehicles.
Gate Fee: “Gate Fee” means the amount charged by City for delivery of materials to the MDF.
Generate: “Generate” means to bring into existence or create, or to use, maintain or possess an item, material or product, the result of which such creation, bringing into existence, use, maintenance or possession is that the item, material or product first becomes, or is converted, transformed, evolved to, or deemed as MSW, recyclable materials or yardwaste.
Hazardous Waste: “Hazardous Waste” means a waste, or combination of wastes which because of its quantity, concentration or physical, chemical or infectious characteristics, EXHIBIT "A"
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may do either of the following: (1) cause, or s
ignificantly contribute to, an increase in
mortality or an increase in serious irreversible, or incapacitating reversible, illness; (2) pose a substantial present or potential hazard to human health or environment when improperly treated, stored, transported or disposed of or otherwise managed. Hazardous Waste includes all substances defined as hazardous waste, extremely hazardous waste or acutely hazardous waste in California Health and Safety Code Sections 25110.02, 25115 and 25117 or in future amendments to or recodifications of such statutes or identified and listed as hazardous waste by the U.S. Environmental Protection Agency pursuant to the Resource Conservation and Recovery Act (42 U.S.C. Sections 6901, et seq.).
Holiday Greenery: “Holiday Greenery” means clean organic green materials that are typically used for decorating during holidays, such as trees or wreaths.
Homeowners Association (HOA): “Homeowners Association” or “HOA” means a mandatory membership organization comprised of two or more homeowners for the maintenance of commonly owned real estate and improvements associated with multi- family developments comprised of detached homes, condominiums or townhouses.
Household Hazardous Waste (HHW): “Household Hazardous Waste” or “HHW” means any hazardous waste generated incidental to owning or maintaining a place of residence. Household hazardous waste does not include any waste generated in the course of operating a business or commercial activity at a residence. Typical household hazardous wastes include used motor oil and oil filters, antifreeze and other vehicle fluids, paints and varnishes, pesticides, and cleaning supplies.
Including: “Including” means including but not limited to.
Indemnitees: “Indemnitees” means the City, members of the City Council and other officers, employees, and agents.
Initial Agreement: “Initial Agreement” means the initial contract between the City and Contractor dated December 7, 2004 as amended by the First Amendment dated March 1, 2005, the Second Amendment dated July 6, 2010 and the Third Amendment dated July 30, 2014.
Labor Index: “Labor Index” means the Consumer Price Index-All Urban Wage Earners and Clerical Workers-All Items, San Francisco-Oakland-San Jose, CA (Series ID CWURA422SAO, or as periodically updated) issued by the United States Department of Labor, Bureau of Labor Statistics.
Local Enforcement Agency (LEA): “Local Enforcement Agency” means the agency designated pursuant to Part 4 of the Act, currently the County.
Materials Diversion Facility (MDF): “Materials Diversion Facility” or “MDF” means the facility located at 820 Levitin Way, Napa County, owned by the City of Napa.
EXHIBIT "A"
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Attachment A Page 9 of 15 17650165.10
Materials Sales Month: “Materials Sal
es Month” means the period beginning on the
21st day of each month and ending on the 20th day of the following month. The Materials Sale
s Month corresponds to the reporting periods required for the City’s Agreement with Northern Recycling Operations and Waste Services (“Northern”) in Attachment AA. The monthly reports submitted by Contractor in the format included in Attachment DD shall report materials sales data for each Materials Sales Month.
Member: “Member” means a person which owns an interest in Contractor. As of the Effective Date, the members of Contractor are: Joseph J. Garbarino, Garaventa Enterprises, Inc., Pestoni Leasing, Inc., Greg Kelley and William A. Bacigalupi.
Multi-Family Complex: “Multi-Family Complex” means a building, dwelling unit or complex containing multiple residential dwelling units that houses more than five dwelling units which have centralized collection points for MSW and recyclable materials and that does not have individual collection service for these materials at each unit. MSW and recyclable materials are collected from carts, bins, roll-off boxes and/or compactors located in one or more enclosures on the property.
Municipal Solid Waste or (MSW): “Municipal Solid Waste” or “MSW” means all fractions of discarded putrescible and non-putrescible solid, semi-solid and liquid wastes, including garbage, trash, refuse, paper, rubbish, ashes, industrial wastes, construction and demolition debris, discarded home and industrial appliances, manure, vegetable or animal solid and semi-solid wastes, and other discarded substances or materials. MSW does not include:
(1) Hazardous Waste;
(2) Low-level radioactive waste regulated pursuant to the State Radiation Control Law (Chapter 8 (commencing with Section 114960) of Part 9 of Division 104 of the State Health and Safety Code);
(3) Untreated medical waste which is regulated pursuant to the State Medical Waste Management Act (Part 14 (commencing with Section 117600) of Division 104 of the State Health and Safety Code). Untreated medical waste shall not be disposed of in a MSW landfill, as defined in State Public Resources Code Section 40195.1. Medical waste that has been treated and deemed to be MSW shall be regulated pursuant to Division 30 of the State Public Resources Code. to the Medical Waste Management Act, California Health and Safety Code Sections 25015, et seq.; or
(4) Recyclable Materials which have been source or type-separated from other waste material.
NCRWS: “NCRWS” means Napa County Recycling and Waste Services LLC, an Affiliated Entity that provides solid waste and recycling collection services to the County of Napa pursuant to County of Napa Agreement No. 6431 dated May 3, 2005.
Non-Labor Index: “Non-Labor Index” means the Consumer Price Index-All Urban Consumers-All Items less food and energy, San Francisco-Oakland-San Jose, CA (Series EXHIBIT "A"
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Attachment A Page 10 of 15 17650165.10
ID CUURA422SAOL1E, or as periodically updated)
issued by the United States
Department of Labor, Bureau of Labor Statistics.
OB Tonnage: “OB Tonnage” or “Over Baseline Tonnage” means tonnage eligible for the Additional Payment described in Contract Section 12.05 that includes Tons of materials processed in the Composting Area, Clean MRF Area, Wood Processing Area, and Source Separated C&D Area with the following clarifications and exceptions.
Effective January 1, 2013 metal appliances collected in roll off boxes are treated as metal and are eligible for the Additional Payment. (For 2006-2012 metal appliances were categorized as “transfer only” materials and were excluded from the calculations.) Inbound materials from the Transfer Station are excluded. The eligibility of materials received at the MDF pursuant to the City’s agreement with Northern Recycling Operations and Waste Services, LLC dated July 6, 2010, as amended, shall be as stated in Section 6.03(A) of this Contract. Materials received at the MDF for handling and transfer only, but not processing (e.g. Electronic Waste and Bulky Goods), are not included in the tonnage calculations for the Additional Payment. Materials collected by the Recycle More program are “transfer only” materials and are excluded. The net tonnage remaining after the above-described exclusions is the OB Tonnage eligible for the Additional Payment.
Operating and Capital Cost Payment: “Operating and Capital Cost Payment” means the annual amount of Contractor compensation described in Section 12.02.
Organic Materials: “Organic Materials” means materials that are or were recently living, such as leaves, grass, agricultural crop residues, or food scraps.
Paper Products: “Paper products” include, but are not limited to, paper janitorial supplies, cartons, wrapping, packaging, file folders, hanging files, corrugated boxes, tissue, and toweling.
Participating Agencies: “Participating Agencies” means the City and any other local government agencies with which the City has entered into a contract for use of the MDF.
Person: “Person” includes any individual, firm, association, organization, partnership, corporation, business trust, joint venture, the United States, the State of California, the County, municipality or special purpose district or any other entity whatsoever.
Plastic Containers: “Plastic containers” means all plastics of resin numbers 1-7, specifically excluding polystyrene (aka Styrofoam).
Premises: “Premises,” means any land or building in the City where MSW, recyclable material or compostables are generated or accumulated.
Pre-Processed, Baler-Ready Recyclable Materials: “Pre-Processed, Baler-Ready Recyclable Materials” means fiber, plastics, aluminum and other Recyclable Materials segregated by type and sorted to remove contaminants so that they are “baler-ready” and do not require any additional sorting.
EXHIBIT "A"
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Attachment A Page 11 of 15 17650165.10
Pre-Processed, Market-Ready Recyclable Materials: “P
re-Processed, Market-Ready
Recyclable Materials” means glass, Covered Electronic Waste, Electronic Waste and other materials that are pre-sorted, ready to go directly to market, and do not require baling. In the case of Covered Electronic Waste and Electronic Waste, the material is to be already sorted into those two categories, stacked on pallets, wrapped and ready for shipment to markets.
Primary Service Area: “Primary Service Area” means the geographical area within the jurisdiction of the Participating Agencies and any contiguous areas which are served by the Designated Hauler(s) of one or more Participating Agencies.
Processing Area: “Processing Area” means any of the five areas of the MDF that are designated specifically to process different materials received at the MDF. The five areas are: Clean MRF; Composting Area; Wood Processing Area; Source Separated C&D Processing Area; and Mixed C&D Processing Area.
Producer Price Index or PPI: “Producer Price Index" or "PPI” means the Producer Price Index for Finished Goods Less Food and Energy, not seasonally adjusted, (Series ID WPUFD4131, or as periodically updated) issued by the United States Department of Labor, Bureau of Labor Statistics.
Property Manager: “Property Manager” means any person that manages and/or oversees the activities at, and services provided to, Premises that generate MSW.
Proposal: “Proposal” means the Proposal submitted by Contractor to City under cover of a letter dated October 5, 2004, presented in five spiral binders entitled: “Executive Summary”, “Forms A”, “Forms B and C and Drawings 1-3”, “Drawings 4-11”, and “Educational Materials and Equipment Brochures”, as well as the following supplementary materials: (1) 11-18-04 memo regarding cost efficiencies for service to County and City; (2) 11-17-04 memo regarding number of residential units; (3) 11-16-04 memo regarding ASP system; (4) 11-14-04 revision to Form C-8; (5) 11-14-04 memo regarding interim Mixed C&D; (6) 11-11-04 memo regarding M. Murray information; (7) 11-11-04 memo regarding MDF equipment, costs, revised Forms C-28, C-32, C-33 and C-34; (8) 11-11-04 memo regarding Form C-10, answers to various questions; and (9) minutes of 10-22-04 interview, all of which are contained in a separate spiral binder.
Purchase Order: “Purchase Order” means the written statement (whether transmitted via e-mail, fax, mail or other means) from a purchaser of Recyclable Materials, Compost, Recovered Materials, or any other materials marketed by Contractor from the MDF, that includes the basic components of the agreement by the purchaser of said materials to buy them from Contractor. Such components generally include the name and contact information for the purchaser, the quantity and type(s) of materials to be purchased, the specification or grade of the materials to be purchased, terms and procedures for downgrades or rejection of material, the price per ton or per lot to be paid by the purchaser, the transportation arrangements, the date of the Purchase Order and the timeframe that the terms remain in force.
EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT (10/18/2022 VERSION)
Attachment A Page 12 of 15 17650165.10
Quarterly Average Materials Revenue Received: “Q
uarterly Average Materials
Revenue Received” means the average of the revenue received for a specific material marketed from the MDF for each of the three months of the preceding quarter as defined herein. (The Quarterly Average Materials Revenue Received reflects one hundred percent [100%] of the revenue received for the material, prior to the seventy percent/thirty percent [70%/30%] revenue split between City and Contractor.) For purposes of calculating the Quarterly Average Materials Revenue Received, the following quarters will be used: the Quarterly Average Materials Revenue Received prices to be applied for the period October 1 through December 31 will be based upon the revenue received by the City for each material type during the period May 21 through August 20. The Quarterly Average Materials Revenue Received prices to be applied for the period January 1, through March 31 will be based upon the revenue received by the City for each material type during the period August 21 through November 20. The Quarterly Average Materials Revenue Received prices to be applied for the period April 1 through June 30 will be the based upon the revenue received by the City for each material type during the period November 21 through February 20. The Quarterly Average Materials Revenue Received prices to be applied for the period July 1 through September 30 will be based upon the revenue received by the City for each material type during the period February 21 through May 20. The City will calculate the Quarterly Average Materials Revenue Received for each quarter by taking the revenue received each quarter divided by the number of tons of that material sold in the quarter. A sample calculation of the Quarterly Average Materials Revenue Received appears in Attachment Four of the agreement between the City and Northern in Attachment AA of the Contract.
Recovered Compost Overs: “Recovered Compost Overs” means Compost Overs that are periodically cleaned off the MDF site and hauled to a non-disposal facility for composting or for use as rock, fill or for any other beneficial use that is permitted by law.
Recovered Materials: “Recovered Materials” means those materials that are processed at the MDF and diverted from disposal by recycling or composting, including materials received from entities which contract with the City for use of the MDF.
Recyclable Materials: “Recyclable Materials” means material which otherwise would become or be treated as MSW but which, by means of a process of collecting, sorting, cleansing, treating and reconstructing, may be returned to the economic mainstream in the form of finished or source material for new, reused or reconstituted products, which may be used in the market place. “Recyclable Materials” includes paper, books, magazines, cardboard, boxes, plastic, metal, glass, and other similar materials authorized by the City for collection by the Contractor. Whenever the context requires, “Recyclable Materials” includes Compostables, Wood Materials, and Construction and Demolition Debris.
Recyclables: “Recyclables” means those materials to be processed at the Clean MRF, e.g., paper, plastic, metal and glass.
Recycle/Recycling: “Recycle” and “Recycling” mean the process of collecting, sorting, cleaning, treating and reconstituting materials that would otherwise become MSW and EXHIBIT "A"
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returning these materials to the economic mains
tream in the form of raw materials for
new, reused or reconstituted products which meet the quality standards to be used in the marketplace.
Recycle More Items: “Recycle More Items” means Recyclable Materials with a positive market value that are collected by Contractor as part of the Recycle More program described in Attachment B, Section 7.02. The specific Recycle More Items will be determined by the City and may vary over time depending upon market conditions, processing technologies and other factors. As of November 1, 2013 the Recycle More Items include used liquid cooking oil (excluding fat and grease), E-Waste, large metal appliances, small appliances, oversized metal items exceeding thirty-six inches (36”), clothing, other textiles (such as towels, sheets and bedding), and reusable items including shoes, belts, purses, handbags, backpacks, hard cover books, compact discs (CD’s), digital versatile discs (DVD’s), tapes and toys.
Request for Proposals (RFP): “Request for Proposals” or “RFP” means the document that describes the comprehensive diversion programs and residuals management services to be provided by Contractor issued by City in July 2004, and all addenda thereto, specifically Addendum One issued August 6, 2004, Addendum Two issued August 11, 2004, Addendum Three issued August 19, 2004, Addendum Four issued September 24, 2004, and Addendum Five issued October 1, 2004.
Residential Premises: “Residential Premises” includes single-family dwellings (including accessory dwelling units), multiple-family complexes (such as townhouses, apartments, and condominiums), and mobile home parks that are provided individual collection service at each dwelling unit, whether by means of walk-in or curbside collection, and which may be individually billed by Contractor or billed, as part of a central billing process, by the HOA or property manager.
Residue/Residual: “Residue” and “Residual” mean the MSW destined for disposal or transformation which remains after processing at the MDF has taken place. The percent of residue is calculated by dividing the weight of the residue by the weight of the relevant total materials.
RRI Residue: “RRI Residue” means Residue from all four (4) Processing Areas of the MDF (Clean MRF Area, Wood Area, Source Separated C&D and the Composting Area) plus Residue from “transfer only” materials (such as Electronic and universal Waste, Bulky Goods and tires). The following are excluded from RRI Residue: (i) dirt of any type (including but not limited to filter soils and native soil); (ii) all inert materials including but not limited to concrete, asphalt, asphalt grindings, MDF rock and rock; (iii) recovered Recyclable Materials marketed at a negative value pursuant to Contract Section 6.15(C)(5); (iv) outbound loads from the MDF of Recovered Compost Overs; (v) outbound loads from the MDF of Clean MRF Fines; (vi) any leftover residual material resulting from sorting of Clean MRF Fines or other materials at another (non-MDF) sorting facility(ies); (vii) carpet Residue, and (viii) outbound loads of concrete and asphalt hauled from the MDF to Syar or another similar facility. If, in the future, the City EXHIBIT "A"
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directs Contractor to perform new mixed recove
ry operations (e.g. sorting of “mixed
C&D” as described in Section 3.8 of Attachment F to the Contract, or “dry recovery of mixed materials”) at the MDF, the inbound and outbound tons from that processing shall be tracked separately in the MDF scale records and shall be completely excluded from the RRI calculation; and any Residue resulting from such new mixed recovery operations at the MDF shall be excluded from RRI Residue.
Rolling Stock: “Rolling Stock” means mobile equipment.
Self-Haul: “Self-Haul” means the process of hauling waste to a transfer, processing, or disposal facility by a person other than the Contractor whose primary business is not waste hauling.
School District: “School District” means the Napa Valley Unified School District.
Single-Stream Recyclables (Single-Stream): “Single-Stream Recyclables” or “Single- Stream” means those recyclable materials collected as separated from MSW by the Customer and consisting of a mixture of metals, glass, plastics #1-7, and all paper grades from residential or commercial and business establishments.
Soft Pak Scale System: “Soft Pak Scale System” means the software system supplied by Soft Pak and installed at the MDF scalehouse for the purpose of recording, managing and reporting of weights of inbound and outbound loads.
Source and Type-Separated Recyclable Materials: “Source and Type-Separated Recyclable Materials” means those recyclable materials which satisfy each of the following requirements: (1) have been segregated from MSW for handling different from that of MSW by or for the generator thereof; (2) have been further segregated so that various types of recyclable materials, such as glass, metals, styrofoam, cardboard, etc., are not commingled; and (3) after such segregation, contain no more than 5% by weight (measured by each load being transported, collected and/or disposed) of any residual or contaminant material which cannot be recycled, composted or similarly utilized, and which instead must be disposed of as garbage or otherwise.
Source Reduction: “Source Reduction” means any action that causes a net reduction in the generation of MSW. Source reduction includes, but is not limited to, reducing the use of nonrecyclable materials, replacing disposable materials and products with reusable materials and products, reducing packaging, reducing the amount of Yard Trimmings generated, establishing MSW, recycling materials and compost rate structures with incentives to reduce waste tonnage generated, and increasing the efficiency of the use of paper, cardboard, glass, metal, plastic, and other materials.
Source-Separated C&D Processing: Source separated streams of Construction and Demolition Debris, e.g. wood, concrete, and soil from commercial accounts, self-haul, and government agencies (e.g., porcelain toilets from the City corporation yard) which EXHIBIT "A"
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are processed at the MDF separately for the pur
poses of preparing them for transport to
market.
Term: “Term” means the term of this Contract as specified in Section 3.02, unless extended by City pursuant to Section 3.03.
Ton: “Ton” means a short ton of 2,000 pounds avoirdupois.
Transfer Station: “Transfer Station” means the Devlin Road Transfer Station owned by the Napa-Vallejo Waste Management Authority.
Transformation: “Transformation” means incineration, pyrolysis, distillation, or biological conversion other than composting as defined in Public Resources Code section 40201 and does not include composting, gasification, or biomass conversion.
Transformation does not constitute recycling for purposes of this Contract.
Unit Cost: “Unit Cost” means the cost per Ton paid to Contractor as the Additional Payment for processing eligible Tons of certain types of materials in excess of specified tonnages, as described in Section 12.05 of the Contract.
Will: “Will” means “shall” whenever the context requires.
Wood Material: “Wood Material” or “Wood Waste” means wood pieces or particles that are generated from the manufacturing or production of wood products, harvesting, processing or storage of raw wood materials, or construction and demolition activities.
Yard Trimmings: “Yard Trimmings ” means tree trimmings, grass cuttings, leaves, branches, and similar organic materials, including vineyard clippings.
EXHIBIT "A"
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Attachment B Page 1 of 32 17650192.1
ATTACHMENT B
SCOPE OF WORK FOR COLLECTION OPERATIONS
SECTION 1 - GENERAL REQUIREMENTS
1.1 General Requirements for Collection and Billing.
The Contractor shall collect, transport and
dispose of all Municipal Solid Waste (MSW) and shall
collect and recycle all Recyclable Materials and Compostables which are placed for collection at Residential, Commercial and Business Establishments and at City Facilities and events at which the MSW, Recyclable Materials and Compostables are generated.
Contractor shall prepare bills for all Customers that clearly and accurately list rates in effect at the time services were provided or for the time period in which services will be provided. Bills shall fully explain and display all calculations of each charge. Such charges shall not exc eed the rates established by the City. Any disputes related to charges shall be resolved by City.
Contractor shall submit to City, sixty (60) days prior to its use, a draft of bill format(s) and a line item description for each charge, together with an example of a completed bill for an individually-serviced Residential Premises, a centrally -billed Homeowners Association and a Commercial/Business Establishment with compactor and recycling collection services, for review and approval. Contractor shall also, at the same time as submittal of the draft above, submit a draft of a conveniently -sized listing of services and maximum rates in effect that may be distributed to, and retained for reference by, all Customers.
1.2 Changes in Collection Services.
Contractor shall be responsible for: (A) es t
ablishing services for new Customers; (B) stopping
services and preparing a final billing on a pro rata basis for a Customer permanently discontinuing service; (C) suspending services at an individually -billed Residential Premises up to two times in a calendar year for a period of two (2) weeks to three (3) months at request of Customer for temporary vacation stops. During temporary vacation stops, the Customer shall incur no charges for collection services not provided and, if Customer is due refund and/or credit, timely refunding/crediting of payment made in advance of temporary vacation stops. If a temporary vacation stop request exceeds three months, Contractor may arrange to pick -up the EXHIBIT "A"
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Attachment B Page 2 of 32 17650192.1
carts from the Customer and require them to r e
start service; (D) suspending services at any
Commercial and Business Establishment for a minimum period of thirty (30) days at request of Customer, during which time the Customer shall incur no charges for collection services not provided; (E) accommodating modifications in the frequency of collection services, whether accomplished by subscription for routine collection services (in which case, Customer may modify frequency of collection once per quarter) or on an as -needed, on-call basis a s directed by Customer. An as -needed, on-call request for collection shall not automatically increase the frequency of the Customer’s regularly scheduled collection services.
Contractor shall, for approval of City, develop a procedure and confirmation form to document requests for commencement and termination of, and changes in, service. Customers shall be provided a copy of confirmation form noting effective date of start -up, change, suspension or termination in collection services and other pertinent details, such as data of issuance of refund for services not provided but for which Customer has paid.
1.3 Changes in Scheduled Days of Collection.
Once a schedule of collection days for MS
W, Recyclable Materials and Compostables has been
established for Residential Premises, the schedule shall not be changed without the prior written approval of City. Contractor shall request approval from City ninety (90) days prior to planned change in a scheduled day of collection for Residential Premises. As a condition of approval of such a change, City may require Contractor, at Contractor’s sole expense, to notify residents of the change by first -class postage. All details and scheduling of such notice shall be subject to approval by the City.
Scheduled collection days for MSW, Recyclable Materials and Compostables may be changed at the request of the occupant or property manager of any Commercial and Business Establishment without the approval of City. The City will determine the final schedule of collection days, in the event a disagreement arises between Contractor and a Customer or MSW-generator at Commercial and Business Establishments.
If a regular collection day falls on a holiday, service shall be provided the following business day.
EXHIBIT "A"
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1.4 Containers for the Collection of Solid Waste and Rec yclables Materials.
Contractor shall be responsible for furnishing new or
refurbished containers as detailed in
Sections 1.04.1 and 1.04.2. Contractor shall also be responsible for the repair or replacement of damaged, broken, lost or stolen containers, except that Contractor shall not have to replace a non-repairable compactor not owned or leased by it to a Customer. All containers shall be manufactured utilizing the highest feasible amount of post -consumer material. All co ntainers will be consistently color -coded. The color -coding scheme shall be grey for MSW, brown for residential Compostables , green for non- residential Food Scraps, Soiled Paper and Yard Trimmings and blue for single-stream Recyclable Materials. Containers for Recyclable Materials and Compostables shall have messages/graphics on the exterior designed to prevent Customers from placing materials that would contaminate the Recyclables/ Compostables Containers and the text/graphics shall be approved by City before containers are ordered.
1.04.1 Containers for Residential Premises.
Contractor shall furnish to each participating R
esidential Premises (A) up to two Recycling
containers of ninety-five (95) gallon capacity. If the 95 -gallon cart(s) is/are inconvenient f or the resident, Contractor will offer up to four Recycling containers of thirty -five (35) gallon capacity; (B) a choice of one solid waste container of twenty (20) gallon capacity , thirty-five (35) gallon capacity, sixty -five (65) gallon capacity, or ninety -five (95) gallon capacity; (C) up to two Compostables containers of ninety -five (95) gallon capacity. If the 95 -gallon cart(s) is/are inconvenient to the resident, Contractor will offer up to four Compostables containers of thirty - five (35) gallon capacity. Each container will be equipped with a hinged or otherwise attached lid, and wheels for maneuverability.
At any time a container is distributed to a Residential Premises, Contractor shall also deliver to the Premises an informational brochure, describing the curbside recycling program, listing in detail all types of Recyclable Materials that will be collected and how they are to be prepared, days of collection and other pertinent information. This brochure shall be submitted to City for approval ninety (90) days prior to the initial delivery of the containers. City may direct that the brochure be periodically updated as needed, but not more often than once annually. All costs associated with the preparation of a professional, well -formatted and d esigned brochure, including photographic examples of Recyclable Materials and containers, costs of printing, labeling and mailing (first class postage) shall be borne by Contractor.
EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT (10/18/2022 VERSION)
Attachment B Page 4 of 32 17650192.1
1.04.2 Containers for Commercial and Business Establishments and City Facilities.
Contractor shall furnish ninety -five (95) gallon, s
ixty-five (65) gallon and thirty -five (35) gallon
wheeled containers with lids for MSW, Recyclable Materials, Yard Trimmings, Foods Scraps and Soiled Paper Products, to Commercial and Business Premises and at City Facilities and events. Cont ractor shall also furnish bins and roll-off boxes for Commercial and Business Establishments and City Facilities and events, except that Customers located at any of the above Premises may, at their sole discretion, lease and/or purchase compactors from any person, company, manufacturer, or distributor, including, but not limited to, Contractor for use at their Premises.
SECTION 2 - RESIDENTIAL COLLECTION SERVICES
2.1 Basic Level of Service.
The basic level of service for a Residential P r
emises that is individually-serviced includes once
weekly curbside collection of: (A) MSW provided by automated collection; (B) single- stream Recyclable Materials, (C) Compostables and (D) used oil and used oil filters. Collection will be fully automated wherever feasible.
2.2 Other Levels of Service to be Provided.
Contractor shall provide other levels of service for r
esidential collection of MSW, Recyclable
Materials and Compostables as specified in Sections 2.02.1 to 2.02.5.
2.02.1 Shared Container Service.
Residents are allowed to share service by putt i
ng MSW, Recyclable Materials and
Compostables in a neighbor’s containers if the paying Customer provides written permission for the neighbor to use his/her container. All service will occur at the paying Customer’s address only.
2.02.2 Back Yard/Wheel-Out Service.
All basic residential services identified in Section
2.01 shall be offered with back yard/wheel -out
service. As of 2018, there are approximately five hundred (500) City residents with this service.
The Contractor shall go into backyards/sideyards at no charge for accounts that have a letter on file with City from a physician confirming there is a medical reason that prevents the resident EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT (10/18/2022 VERSION)
Attachment B Page 5 of 32 17650192.1
from moving MSW, Recycling and Compostable s
Yard Trimmings carts and other materials to
the curb. Annually Contractor shall request a new letter from a physician in order for the account to maintain backyard service at no charge. For residents who want the back yard/wheel-out service but do not provide a physician’s letter, the service will be provided for an extra charge established by City.
2.02.3 Extra MSW Service.
Up to five times per calendar year, resident s
may call ahead for extra MSW collection on the
same day as regular collection service. Customers may place solid waste bags at the curb so that each bag of MSW shall not to exceed thirty -five (35) gallons. Service will be provided for a fee established by the City.
2.02.4 Gated Developments.
The Contractor shall provide services to gated d
evelopments and gated mobile home parks as
directed by the Homeowners Association (HOA) or property manager, provided that MSW is collected at a minimum of once per week. The HOA or property manager may direct, once in a twelve-month period, the location of collection of MSW, the frequency of MSW collection, and/or the method of billing. Residential Customers that are included in a central or master -billing arrangement by a HOA or property manager may not suspend service for any period of time.
2.02.5 Multi-Family Service.
Multi-family residen ces may be serviced either as (
A) residential accounts as described in
Section 2.01 or (B) as commercial accounts as described in Section 3, which include dwelling units in residential developments that are not provided individual collection service nor di rectly billed by Contractor, but are instead serviced through central collection by bin, roll-off box and/or compactor and billed through a Homeowners Association or property manager.
The Contractor shall offer recycling to one hundred percent (100%) of such units. In the event that state legislation or local City ordinances require it, the Contractor shall also offer composting to one hundred percent (100%) of such units. If the Customer refuses composting services (in the event that state legislation or local City ordinance requires composting services to multi-family residences), Contractor shall send a brief questionnaire to the property manager and/or property owner. The questionnaire shall include at a minimum: property name, property address, contact name, contact phone number, current levels of MSW collection service, brief EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT (10/18/2022 VERSION)
Attachment B Page 6 of 32 17650192.1
description of City recycling and compostin
g goals and compliance with the Act, and request for
the reason for not implementing a composting program. City shall approve questionnaire prior to distribution. Contractor shall keep a copy of the completed questionnaires on file and send a copy to the City.
2.3 Collection of Food Scraps and Soiled Paper Products at Curbside.
As of April 1, 2015, Contractor implem
ented co-collection of Food Scraps and Soiled Paper with Yard Trimmings (collectively referred to as Compostables) and recycling for all Residential Premises. Targeted materials shall include Food Scraps, Soiled Paper and other organic materials suitable for composting tha t were not already collected through the Yard Trimmings program. Contractor performed and will continue to perform public education for this program as described in Section 2.03.2.
2.03.1 S tart-Up of Food Scraps and Soiled Paper Products Collection Progr am ;
Containers.
Contractor shall provide Residential Premises with at l east one ninety-five (95) gallon wheeled
cart for storage of Food Scraps, Soiled Pape r Products and other organic materials to be composted. This cart will be the same cart used to collect Yar d Trimmings. Contractor will be prepared to provide a second 95-gallon wheeled cart or up to four 35-gallon wheeled carts upon customer request as described in Section 1.04.1.
2.03.2 Notice to Residents, HOAs and Property Managers.
Ninety (90) days prior to commencement of the residential Food Waste program, Contractor
submitted to City draft public education materials, including: (1) draft brochure; (2) draft flyer in English and Spanish to accompany delivery of carts, each describing operational details of the program, such as delivery of carts, preparation and handling of materials, storage methods, and the like. City provided Contractor with comments on drafts within thirty (30) days of receipt.
Contractor prepared a professional, well-formatted and designed brochure, to be subsequently distributed by first class mail to potential program participants in a time frame prescribed by City.
2.03.3 Composting of Food Scraps, Soiled Paper Products and Yard Tri mmings .
Food Scraps, Soiled Paper Products and Yard Trimmings collected by Contractor shall be
delivered to a facility designated by City for composting or other use as designated by City.
EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT (10/18/2022 VERSION)
Attachment B Page 7 of 32 17650192.1
SECTION 3 - COMMERCIAL AND BUSINESS ESTABLISHME
NT SERVICES
3.1 Service Options.
Contractor shall provide each of the service options fo r collection of MSW, Recyclable Materials,
Food Scraps, Soiled Paper Products and Yard Trimmings as outlined in sections 3.02 – 3.09.
Collection shall be accomplished in such a manner that the flow of traffic shall not be impeded nor a threat to the public health or safety created.
3.2 MSW Collection.
Contractor shall provide MSW collection s er
vices as follows: (A) regularly scheduled weekly
routine MSW collection service; (B) as-needed on-call collection initiated at request of Customer and in conjunction with (A) above; and (C) as-needed on-call collection initiated at the request of Customer, which service may be exclusively ordered without subscribing to or receiving any regularly scheduled routine collection services. As -needed on-call collection req uests may be made by Customer, authorized agent or representative of Customer, or, in the case of compactors so equipped, by automatic dial -up, other automated methods or electronic device that signals Contractor. Contractor shall provide service within 24 hours of receiving a request.
If a Customer makes a large service request that exceeds five (5) commercial bins or two (2) roll-off boxes, Contractor shall only be required to provide the first bin or roll -off box within 24 hours of receiving a request. Contractor shall provide the balance of the service equipment within 72 hours of receiving a request to fulfill a large service request. If Contractor cannot fulfill a large Customer service request within 72 hours of receiving request, Contractor shall provide written notice to the City describing the reasons why the service request cannot be fulfilled and a plan of action for how the large service request can be reasonably accommodated and over what period of time from the original Customer request.
3.3 Recyclable Materials Collection.
3.03.1 Single-Stream.
Contractor shall offer single- stream recyc
ling of the same material types collected from
Residential Premises, to all Commercial and Business Establishments. As of January 2018, Single-stream recycling service for any size containers is at no charge to Customers of basic MSW service. City reserves the sole right and discretion to establish charges for Single-Stream Recyclable Materials in the future if approved by the Napa City Council EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT (10/18/2022 VERSION)
Attachment B Page 8 of 32 17650192.1
3.03.2 Source Separated Recyclable Materials.
Some businesses have source- separated collection for car dboar d, office paper, metal, wood,
concrete, containers only, pallets, or glass. As of January 2018, Source -separated Recyclable Material will be collected by the Contractor at no additional cost to Customers of the basic MSW service for container sizes less than ten yards. The City will set the prices for collection of source-separated materials in containers of ten yards or greater. City reserves the sole right and discretion to establish charges for source -separated Recyclable Materials of less than ten yards in the future if approved by the Napa City Council. The Contractor shall not pay any Commercial or Business Establishment for source-separated Recyclable Materials.
3.03.3 Compacted Recyclables.
As of January 2018, Recyclables that are sourc e
-separated and compacted shall be collected
free of charge for Customers of the basic MSW service. This service may include baled film plastic and any other materials approved by the City. City reserves the sole right and discretion to establish charges for compacted Recyclable Materials if approved by the Napa City Council.
3.03.4 Yard Trimmings.
Yard Trimmings service shall be offered to
all Commercial and Business Customers. As of
January 2018, Yard Trimmings is collected free of charge for Customers of the basic MSW service for containers less than ten yards in size. For containers of ten yards or greater in size, the Contractor shall charge for collection of Yard Trimmings at rates established by the City.
3.03.5 Pallet Recycling.
Contractor shall offer pallet service collec t
ion, advertise it, and follow the AB 939 waste
management hierarchy for managing pallets, prioritizing by reuse first, then recycling and composting, and lastly disposal/incineration. The Contractor will compete in a non -exclusive environment for pallet collection.
3.03.6 Metals Recycling.
Contractor shall offer collection of sour
ce separated metals in containers of ten yards or greater.
The City may modify which metals are collected at any time.
EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT (10/18/2022 VERSION)
Attachment B Page 9 of 32 17650192.1
3.03.7 Business Recycling & Composting Plans.
The City, in consultation with the Contractor, wi l
l prepare a “Recycling & Composting Plan” for
each business. The City will prioritize business reviews with those having the largest bills and those requesting it first, and will review the waste stream and discuss the recycling & composting plan with the business owner/manager prior to finalization.
3.4 C hanges in Collection Services.
Customers may, at any time, decrease the f
requency of collections and/or the number of
containers or compactors for MSW commensurate with the amount of Recyclable Materials and Compostables diverted by any recycling and composting programs, projects or activities undertaken by Customer.
3.5 Cooperative Arrangements.
The City currently allows businesses to share r ec
ycling bins if it is most efficient. City may
permit Customers to form cooperative arrangements and enter into written agreements with other Customers to aggregate MSW , Recyclable Materials and/or Compostables or some category thereof, and to share, in any manner mutually agreed to by such Customers, the reduced collection charges therefore. All service will occur at the paying Customer’s address only.
3.6 Consultations and Technical Assistance.
Contractor shall consult with Customers on est abl
ishing recycling and composting programs
and on other solid waste, recycling and composting related activities. Customer may consult with City, City’s agents or representatives, and/or with any other recycling company or expert to plan and implement the most beneficial recycling and composting program(s) for that Customer.
The Contractor will provide Business Recycling & Composting Plans and assistance on request of Customers.
3.7 Notice to Commercial and Business Establishments.
Contractor shall, at least once during each twenty-four (24) mo nth period, contact in person at
the site of all Commercial and Business Establishments. Additionally, the Contractor shall make annual site visits to each Commercial and Business Establishment that ranks in the largest 25 EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT (10/18/2022 VERSION)
Attachment B Page 10 of 32 17650192.1
waste generators in the City. The site v
isits are to notify the occupants thereof of alternative methods of source reduction and recycling and other supportive services available. Such contact shall include a brochure as described in Section 6.05. Contractor shall work with the City to provide waste stream audits, as requested, and prepare a Business Recycling & Composting Plan and report to Customer on opportunities available to start -up or increase diversion and reduce cost of solid waste collection. The Contractor shall additionally make phone contact with each Commercial and Business Establishment annually to ensure that solid waste service is adequate and provide information that is provided in site visits.
3.8 Food Scrap Composting Program.
As directed by the City, Contractor has offer
ed collection service for co-collected Foods Scraps,
Soiled Paper, Yard Trimmings and other organic materials suitable for composing to all Commercial and Business Customers that generate adequate am ounts of these compostable organic materials (with a minimum generation level of at least one thirty-five (35) gallon wheeled carts per week) since April 1, 2015. Contractor shall charge Customers for collection of Food Scraps, Soiled Paper and Yard Trimmings as part of the commercial Food Scrap Composting program at rates established by the City. Contractor, in coordination with City, will offer training and instruction for all Commercial and Business Establishments participating in commercial Food Scrap Composting program.
3.08.1 Start-Up of Food Scrap Composting Program; Containers.
Contractor shall provide participating Customer s
with sixty - five ( 65) gallon wheeled carts or
other containers and /or bins and roll-off boxes as necessary for the segregation and storage of Food Scraps and other organic materials suitable for composting. Containers shall be approved by City prior to purchase. Contractor shall consult with participants to determine appropriate containers and provide and distribute to participants reporting damaged carts, containers, bins, roll-offs or compactors a replacement thereof within seventy -two (72) hours of notice from Customer. Contractor shall also provide carts, containers, bins, roll -offs or compactors to new program participants located in the City or that request to participate. The Contractor shall provide public education materials on the new program as described in Section 6.
EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT (10/18/2022 VERSION)
Attachment B Page 11 of 32 17650192.1
3.08.2 Cost and Operational Data.
Contractor shall record the tons collected, number o f
stops, number of part icipating Customers,
number of routes, labor hours, cost and other pertinent data, as may be required by City, in a format approved by City and shall submit said data on a monthly basis, beginning one month after inception of program. City may require submission of additional information from Contractor as necessary or desirable in order to evaluate the productivity, cost, benefits and potential diversion opportunity of the program and to report data to state and federal agencies.
3.08.3 Composting of Food Scraps.
Food Scraps and other organic materials suitable for c omposting materials collected by
Contractor shall be delivered to a facility designated by City for recycling, anaerobic digestion and/or composting. If Contractor learns that the designated facility is no longer recycling or composting materials as agreed, or is out of compliance with local, state, or federal operating permits, laws or regulations, or is processing and/or using Food Scraps materials in such a way that the Food Scraps materials collected from within City will not count as materials diverted from the solid waste stream for purposes of the Act, Contractor shall notify City within five (5) days.
3.9 Temporary Bin, Roll-Off and Compactor Services.
Contractor shall provide on a temporary basis containers , including bins and roll-off boxes, for
the purposes of collection of MSW, Recyclable Materials and Compostables , at the request of Customers. Service shall be provided at City set rates in a non -exclusive environment. Such temporary servic e shall be provided, by way of example but not limitation, to sites where construction and /or demolition activity, replacement of roofs or paved areas, or replacement or maintenance of landscape materials is occurring. Collection shall occur on an as -needed, on- call basis, within seventy-two ( 72) hours of a request, or may be regularly scheduled, as determined by Customer.
Contractor shall make all reasonable efforts to inform Customers utilizing bins, roll -off boxes on a temporary basis, that materials being generated may be recycled. Such efforts include contacting the Customer, completing a waste audit, preparing a cost analysis and demonstrating in a Business Recycling and Composting Plan savings (if applicable) due to lower collection charges and implementing a plan as selected by Customer. City may require at EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT (10/18/2022 VERSION)
Attachment B Page 12 of 32 17650192.1
any time, and Contractor shall provide i n
the monthly report to the City in a form approved by
the City, the results of such efforts, including written communications, list of persons contacted, Business Recycling and Composting Plans provided, and results achieved.
SECTION 4 - CITY FACILITIES AND EVENTS COLLECTION SERVICES
4.1 Collection Services at City Facilities.
Contractor shall provide collection of all MSW,
Recyclable Materials, Compostables , E-waste,
tires, bulky goods, and metals generated at Premises owned and/or operated by the City at collection service established and approved by the Napa City Council. . Any City facility that is located outside of the City limits will be billed for service at rates established by the governing entity/jurisdiction (e.g., City facilities located in the uni ncorporated portions of Napa County will be serviced by the County-authorized collector at rates established by Napa County). Collection shall be at a time convenient for the City. Occasionally, the City may direct Contractor to change frequency of collection, number and/or type of container(s) provided, or method of collection. The City shall receive all the recycling and composting collection services as well as self-haul opportunities, provided to basic Business and Commercial accounts, with the exception of disaster wastes for which the Contractor may charge the City the current commercial rate (to the extent that the City directs Contractor to collect disaster wastes).
4.2 Collection Services at City Events.
Each year the City may sponsor or co-sponsor, host or otherw ise organize a special event, such
as a parade, public building dedication, conference of public officials, art show, cultural event or organized recreational activities at any of the City’s parks or venues. Contractor shall provide containers for collection service for up to and including twenty (20) special events per calendar year. The current list of events is shown in Table 4- 1. Contractor shall provide MSW and Recyclable Materials collection services for such events, including containers for the general public to dispose of MSW, Recyclable Materials and Yard Trimmings, as well as larger si ze bins. Contractor shall also provide containers f or Compostables at approved rates established by the Napa City Council.
EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT (10/18/2022 VERSION)
Attachment B Page 13 of 32 17650192.1
Table 4-1
List of City Sponsored Special Events
1-5. Cit
y Code Enforcement Neighborhood Clean -up Events (up to ten 20 cubic yard roll-off drop boxes as requested by City)
6. Earth Day Celebration in April
7. Anything with a Cord Recycling Event in June
8. Fourth of July Celebration in July
9. Coastal Clean-Up Day on the third Saturday of September
10. Oxboo at Oxbow Commons in October
11. Unwanted Drug and Medical Sharps Collection Event in Fall (event date typically in late September/early October as set by DEA)
12-17. Five (5) Friends of Napa River Kayak Napa River Clean Up Events to be held once per month in April, May, June, July & August.
18-20. Placeholder for TBD events to be selected by City on a year-by-year basis.
The above list is representative of
the types of events the City sponsors. The specific events may be changed and/or increased up to 20 per year at no charge.
4.3 City Facilities Recycling Event.
Contractor shall, at the request of the City and at no addit ional charge, assist City in planning for
and organizing an annual event for City employees to provide positive reinforcement for City’s recycling and composting efforts at public facilities. Contractor’s obligations may include, but are not limited to, attending pre-event planning meetings, telephoning, obtaining cost estimates, ordering supplies, preparing invitations, arranging activities with local vendors, and attending the event to provide support. The City will pay for supplies needed for the event, printing of invitations, postage, etc. The Contractor will provide a liaison to coordinate and attend the event with City staff.
4.4 Permanent Solid Waste and Single-Stream Recycling C ontainers Downtown.
There are currently over one -hundred (100) public solid wast e and recycling receptacles in
downtown that are serviced by City staff and consolidated and brought to City’s Corporation Yard for disposal. City staff will continue to service the existing solid waste cans as well as EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT (10/18/2022 VERSION)
Attachment B Page 14 of 32 17650192.1
recycling receptacles and consolidate the MSW and Rec y clable Materials gathered from at the
City’s Corporation Yard for collection by Contractor.
SECTION 5 - SPECIAL SERVICES
5.1 Bulky Goods Collection Services.
Contractor shall provide collection services fo r
Bulky Goods at Residential Premises and
Commercial and Business Establishments in City. Customer or City may request collection of Bulky Goods forty -eight (48) hours in advance and collection shall occur on or before the Customer’s next regularly scheduled MSW collection day. Bulky Goods shall be collected at, or reasonably near curbside, giving due consideration to circumstances of access points, vehicular and pedestrian safety and the like, in accordance with the scheduled appointment time established by Contractor, which shall in no case be earlier than 6 a.m. local time . Contractor shall provide one Bulky Goods Collection per year to each Residential Premises at no charge to the City. This may be accomplished by the issuance of one (1) “Free Bulky Goods Collection Coupon” by Contractor to each residential Customer for self -haul of Bulky Goods to City MDF, each calendar year, or by other means approved by the City .) Contractor shall provide Bulky Goods collections to Residential Premises and Commercial and Business Establishments at a rate established by City.
As part of a Bulky Goods collection, Contractor shall collect unusually large amounts of cardboard, such as moving boxes, and any other single- stream recyclables at no additional charge.
Bulky Goods include furniture (such as a sofa, chair, desk, table, mattress, box springs, patio furniture); appliances (such as a stove, dishwasher, washer or dryer, water heater, microwave oven, air conditioner); toilets, sinks, other porcelain products; s hipping crates, containers, bicycles, suitcases, barbeques, swing sets, tires, tools, toys; or other items the size or weight of which precludes collection during regularly scheduled MSW collection.
5.2 Semi-Annual Yard Trimmings Cleanup.
For seasonal large a mounts of Yard Trimmings , Contr
actor will provide residential Customers
up to ten (10) certified- compostable bags of not less than 33 -gallon in capacity per bag. The costs purchasing these compostable bags will be shared equally between the Contractor and the City. At all time s, the Contractor have will have the certified compostable bags available at EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT (10/18/2022 VERSION)
Attachment B Page 15 of 32 17650192.1
its Customer Service Office for City Custome
rs to pick-up at no charge to the Customer. Upon
request, Customers will be allowed to place extra Yard Trimmings in compostable bags in addition to wheeled carts for twice-a-year curbside service at no additional charge to the Customer.
5.02.1 General.
The service is provided for those City r
esidents who generate large amounts of Yard Trimmings
and prefer curbside collection over self-haul.
5.02.2 Curbside Collection.
Curbside collection will be performed on the normal day of basi c MSW service.
5.02.3 Brochures Informing Residents of Cleanups.
Thirty (30) days prior to commencement o f
the Yard Trimmings clean- up program, Contract or
shall submit to City draft public education materials, including a draft bill insert in English and Spanish, noting operational details pertinent to program, such as which materials are acceptable, preparation and handling of materials, container (or bag) methods, and where to put the materials at the curb. City shall provide Contractor with comments on draft materials within ten (10) days of receipt of draft.
5.02.4 Reporting Requirement.
Each month, Contractor shall provide a report to the C i ty on the number of Customers utilizing
the extra compostable bag service and the total estimated weight of Yard Trimmings collected through use of the extra service.
5.3 Special Events.
From time to time, the occupant of a Premises or
the coordinator, manager or sponsor of a
special event, such as a wine tasting, marathon or bike race or other sporting event, a grand opening of a Commercial and Business Establishment, concerts, art shows, trade fairs, conventions, and the like, may require the services of Contractor in collecting, disposing, recycling and composting of MSW, Recyclable Materials and Compostables . The Contractor shall assist each event in designing and implementing services to provide for the containment, collection, recycling, composting and/or disposal of MSW, Recyclable Materials and EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT (10/18/2022 VERSION)
Attachment B Page 16 of 32 17650192.1
Compostables preceding, during and after the special event .
The Contractor shall work with
City to ensure recycling and composting is maximized at these events to the greatest extent feasible. Contractor shall charge the occupant, coordinator, manager or sponsor of a special event a rate established by City.
Within thirty (30) days of the end of the event, Contractor shall provide a written report to occupant, coordinator, manager or sponsor of the event with a copy to City, listing total tons of MSW, Recyclable Materials and Compostables, by individual category, collected as well as the facilities to which the MSW, Recyclable Materials and Compostables were delivered, together with copies of weight tickets and other pertinent supporting cost documents.
5.4 Used Oil and Used Oil Filters (included in Basic Servi ce Section 2.01).
Contractor shall provide weekly curbside used motor oi l and oil filter collection, at no additional
cost, to all single family Residential Premises and to residents of Residential Premises and multi-family Residential Premises subscribing to automated cart collection who are individually billed. Contractor shall exchange full used motor oil containers and oil filter bags for empty containers weekly, on same day as MSW collection.
5.04.1 Containers for Collection of Used Oil and Used Oil Fil ters.
Contractor shall make available free used oil and oil fil t er collection containers to all Residential
Premises. Oil containers and filter bags shall be approved by the City thirty days (30) prior to purchase by Contractor and shall contain highest post -consumer recycled content feasible.
Contractor shall make containers available to the City for distribution to City facilities upon request of the City. Contractor shall collect only City- approved used oil and filter collection containers and bags.
5.04.2 Notice to Residents.
If a Residential Premises uses a container different
from the approved container, Contractor is
not obligated to collect the used oil and/or oil filter. Contractor shall notify Customer of non- collection and reason for non-collection in a timely manner.
Contractor shall publicize the used oil and oil filter collection program to all Residential Premises by: (A) twice per calendar year including a bill insert (text to be reviewed and approved by City thirty (30) days in advance of first -class postage mailing to Customers), describing the items EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT (10/18/2022 VERSION)
Attachment B Page 17 of 32 17650192.1
collected in the program, how and where to receiv e c
ontainers and filter bags, as well as
telephone contacts for more information; (B) including similar information in the annual phone book recycling advertisement described in Section 6; and (C) ensuring Customer service representatives are able to provide up-to-date information on program to Customers.
5.04.3 Spill Prevention Plan.
Contractor shall develop an oil spill prevention and mitiga t ion plan and have it in- place prior to
commencement of oil and filter collection.
5.5 Holiday Greenery Collection and Recycling.
Contractor shall collect at curbside Chr
istmas trees and other Holiday Greenery on regular days of service for Residential Premises from December 26 through January 15. Contractor shall coordinate curbside collection with local Boy Scouts troops’ Holiday Greenery collection program held annually on the first Saturday following New Year ’s Day. Contractor shall prepare a brochure, bill insert or postcard informing residents of such collection service. Contractor shall submit a draft of brochure, bill insert or postcard to City for review and approval by November 1.
The brochure, bill insert or postcard shall be prepared and mailed first -class postage, shall be professionally designed and mailed so that residents receive the brochure or postcard not later than December 10. Residents shall be instructed on how to prepare Holiday Greenery for recycling and/or composting. Holiday Greenery which complies with these instructions shall be delivered by Contractor to the MDF. Trees and greenery that have been flocked or contaminated by tinsel shall be delivered to the Transfer Station.
Contractor shall provide City a written report by February 20 showing tons of Holiday Greenery collected at curbside.
5.6 Electronic Waste Collection.
5.06.1 Computer and Electronics Recycling Event.
The Contractor shall be responsible for coordinati ng
and managing the annual “Computer and
Electronics Recycling Event”. Historically this event is held the first or second Saturday of June at Napa Valley College. E- waste collected includes personal computers, laptops, cell phones, telephones and fax machines, computer peripherals (such as keyboards, printers, scanners, cables and mouse), consumer electronics (such as radios, tape players, VCRs, stereo EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT (10/18/2022 VERSION)
Attachment B Page 18 of 32 17650192.1
equipment, personal digital assistants), and comput
er monitors and televisions. Contractor shall
prepare a bill insert for the event. Contractor shall submit a draft of the bill insert to City for review and approval thirty (30) days prior to distribution. The bill insert shall be placed in the May solid waste bill to all Residential Premises and Multi Family Premises. All E-waste shall be collected for free at annual Computer and Electronics Recycling Event. The Contractor pays for and provides labor, equipment and service as well as packaging materials for shipment following event.
5.06.2 Curbside Electronic Waste Collection.
Contractor shall collect Electronic Waste t
hat cannot legally be disposed of in a landfill at
Residential Premises and Commercial and Business Establishments in City. Customer or City may request collection of CRT/LCD forty -eight (48) hours in advance and collection shall occur on or before the Customer’s next regularly scheduled MSW collection day. CRTs/LCDs shall be collected at curbside, in accordance with the scheduled appointment time established by Contractor, which shall in no case be earlier than 6 a.m. local time. Contractor shall charge a fee (or no fee) as established by City for this service.
SECTION 6 - PUBLIC INFORMATION AND CONSUMER EDUCATION.
6.1 General.
Contractor acknowledges that comprehensive, a c
curate information and consumer education
are essential elements of the City’s efforts to comply with the requirements of the Act.
Contractor shall implement a public information and consumer education program that is consistent with City’s goals. Contractor shall, at every reasonable opportunity, work to:
familiarize residents, businesses, property managers, institutional representatives and other persons with essential waste prevention and recycling concepts and activities; explain benefits of recycling, waste prevention, composting and other forms of diverting MSW; provide data on diversion activities in City which are coordinated or provided by Contractor; fully and clearly explain services and programs available to residents, businesses and institutions; publicize materials to be collected for recycling; diligently pursue expanding markets such that new items, formerly disposed at landfills, become Recyclable Materials and respond to questions or requests for information from residents, businesses, property manager, institutional representatives and other persons. The content of all written materials to be distributed shall be subject to review and approval of City in advance of dissemination.
EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT (10/18/2022 VERSION)
Attachment B Page 19 of 32 17650192.1
6.2 Notice to Residents.
Contractor shall, during the month of July of eac h y
ear, notify each residential Customer of the
opportunity to participate, at no additional charge, in the curbside recycling program, how to obtain a container or additional containers if already participating, how to replace a lost, stolen or damaged container, how to secure backyard service for disabled persons wishing to participate, shared cart service, the benefits of recycling to the community, and other information as may be appropriate. Contractor shall submit to City by May 1 of each year a notice to City for review and approval. All costs associated with the preparation of a professional, well formatted and designed notice, as a pamphlet or brochure, costs of printing, labeling and mailing (first class postage) shall be borne by Contractor.
6.3 Notice to HOAs and Property Managers.
Contractor shall, during the month of October o
f each year, notify each HOA and property
manager of any multi -family Residential Premises or mobile home park of each alternative method of recycling and/or composting available to its resident s. This notice shall include the following: (A) collection from backyard, side -yard, closet or other place of enclosure; (B) provision of a bin or bins in a central location, such as a work yard, for drop- off of Recyclable Materials; (C) community drop-offs available for use by residents; (D) other available methods.
Contractor shall submit by August 1 of each year a draft notice to City for review and approval.
All costs associated with the preparation of a professional, well formatted and designed notic e, as a pamphlet or brochure, costs of printing, labeling and mailing (first class postage) shall be borne by the Contractor.
Contractor’s Public Education Coordinator will meet with every multi-family complex manager at least once per year and attend multi -family related community meetings as requested by property managers. The Contractor shall develop and provide the City with the collection plan for all new multi -family complexes prior to commencement of service. Contractor shall provide literature and educational materials, and communicate directly and in- person with participating complexes, and alert property or on-site managers where contamination issues arise.
6.4 Billing Inserts, Coupons; Website.
Contractor shall use bill inserts to advertise pr o
grams and to distribute coupons for free
processing of used t ires and Bulky Goods delivered to the Materials Diversion Facility by the EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT (10/18/2022 VERSION)
Attachment B Page 20 of 32 17650192.1
Customer. Contractor shall make public education mat e rials available to City for placement on
the City website. Contractor shall pay for advertising, development and printing for the programs listed in Table 6- 1 for a minimum of two double -sided bill inserts per month and for printing Bulky Goods and used tires coupons.
6.5 Brochure.
Annually, at Contractor’s sole expense, the Contractor s hall prepare a professional, well -
formatted and designed brochure that describes, at a minimum, the services available, benef its and cost savings that may result from participation in recycling and composting programs, availability of technical assistance from Contractor or other recycling companies and persons.
Contractor shall submit to City for review and approval the brochure not later than ninety (90) days after the begin ning of the Term. Contractor shall distribute the brochure by a first -class postage mailing or in- person. The Contractor is responsible for reporting to City the results of phone and in-person contacts on an annual basis.
6.6 Phonebook Advertisement.
City shall pay one-hundred (100) percent of the cost of pr epa ring the annual recycling guide in
the Napa phone book(s). Contractor shall submit to the City by March 1 every year a design of the draft phone book ad on recycling services and then incorporate any City comments.
Contractor shall submit a final draft by April 1. C ontractor shall pay for printing in the phone books (up to the amount provided in the allowance- based contractor payment in T- 1 of this Agreement). If the phone book(s) deadlines change, the draft of the advertisement shall be provided eighty (60) days before deadline, and the final draft shall be complete thirty (30) days prior to deadline. All advertising materials shall be approved by the City prior to dissemination to the public. Contractor shall provide all advertisements to City in PDF form. Contractor shall provide outreach materials in both English and Spanish.
Table 6-1
Contractor Advertised Programs
Christmas Tree/Holiday Greenery Collection
– First Saturday in January.
Home Composting & Worm Composting Classes – Febr
uary-May. A series of 8- 10 home and
worm composting classes almost entirely conducted by
City and County staff in coordination
EXHIBIT "A"
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Attachment B Page 21 of 32 17650192.1
with local UC Extension Master Gardener Program .
The City pays for costs of actually holding
the classes.
Xeriscaping – Planting water wise landscaping is
promoted year-round.
Food Reuse & Collection “Spring Into Action” held in Mar ch. Edible food collection drive, which
is held one week per year. Customers may set out dry or c anned goods on regular day of
collection service and the recycling truck drivers collect the food. Collected Edible food is donated to the Napa Food Bank.
Earth Day Festivities – April. Variou s
activities. Most recently held at Oxbow Commons in
Napa.
Recycle More & Appliance Recycling Informa t
ion – General information, distribution throughout
the year.
Used tire Amnesty Coupon – March. The Cit
y and Contractor have partnered to provide a “free
disposal coupon” for self -hauling up to 19 tires per trip. B usiness Showcase – Chamber of
Commerce annual event. Contractor with City
and County staff educate businesses on waste
reduction and recycling opportunities.
Special Event Brochure – Developed for those individuals who are planning a special event.
E-waste Collection – Annual event in June at Napa V
alley College. Includes educational
brochure on e-waste.
Coastal Clean-Up Day – September. Volunteers collec t
litter from banks of the Napa River.
Contractor provides the waste and recycling equipment and s ervice.
America Recycles Day Event – November. An nual
event to celebrate America Recycles Day
(November 15th). Recent Napa events have included a coat, costume and s hoe drive at local
grocery store (or other location accessible to the public) in exchange for indoor recycling bins and/or kitchen compost pails.
6.7 Non-Bill Mailing Lists.
The Contractor shall create and maintain
a mailing list of all accounts that are not directly billed, so called “non -bill” Customers. The Contractor may elect to utilize the services of a direct EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT (10/18/2022 VERSION)
Attachment B Page 22 of 32 17650192.1
mailing service for these “non-bill” Cust
omers. Examples of non-bill Customers are apartments,
mobile homes, condominiums, assisted living facilities, and other lease term/tenant situations such as a business park or strip mall. The mailing list shall be updated on an annual basis at a minimum and shall identify the number of non- bill Customers who are “on service” through a central billing or property owner/property manager. The programs requiring an annual mailing to non- bill Customers will include coupons for Bulky Goods and used tires. Additionally, Customers who prepays their bill annually and do not receive monthly b ills shall be included on this mailing list (identified as “prepay” Customers) and shall also receive the coupons. It is the Contractor’s discretion to do a single mailing once a year or multiple mailings to disseminate the coupons, but they must be delivered to non- bill Customers in a timely fashion so that they can be used.
6.8 Contamination Notices.
If contamination exceeds ten (10) percent in sing l
e-stream Recyclable Materials containers, the
Contractor shall work with the on -site property manager to reduce contamination. Drivers of collection trucks shall have cameras and shall take pictures of loads exceeding the ten (10) percent contamination limit. For Yard Trimmings collection and Food Scrap Composting Program containers, contamination notices will be sent Customers when contamination exceeds five (5) percent contamination limit. Contractor shall record contamination incidents on Customer account to include date of incident, record of picture taken, and type of contamination.
Contractor shall send Customer letter stating date and nature of contamination and shall include a copy of the picture(s). Contractor shall charge for three or more contamination incidents after Customer receives tw o written warnings for contamination within one calendar year at a rate established by City.
Contractor shall notify Customers of failure to properly separate materials for recycling or to minimize contamination. This notice shall be pre- approved by the City. Notices shall also include actions that may be taken by Customers to correct the identified problem and a telephone number to contact to arrange for collection. Contractor shall collect within twenty-four (24) hours, once reason or reasons for initial non- collection are cured. The Contractor shall provide a monthly list of accounts receiving notice to the City for follow-up.
EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT (10/18/2022 VERSION)
Attachment B Page 23 of 32 17650192.1
The following table lists various recycling s t
reams to be collected. This list includes items to be
accepted in the recyclin g stream and items that are considered contamination in the recycling stream.
Table 6-2
Recycling Streams and Contaminants
Recycling Material
Stream
Acceptable Materials Unacceptable Materials
(Contamination)
Single-Stream Newspaper, phone books,
catalogs, magazines, brown
paper bags, packaging, egg
cartons, white paper, colored
paper, envelopes (windows are
not contamination), junk mail,
glossy paper, shredded paper
(in clear bags) , carbonless
paper, chipboard/boxboard,
cardboard, wrapping paper,
empty a luminum cans, empty
tin cans, juice containers, beer
containers, sauce containers,
soda cans, tuna cans, soup
cans, loose jar lids, empty
aerosol, empty glass beverage
containers, empty glass food
containers, all glass colors,
empty CRV and non -CRV
plastic containers, trays and
bottles #1 through #7, soft
cover books/manuals, milk/juice
cartons, plastic toys, plastic
irrigation or PVC pipe, rigid
Paper tissues, paper towels, paper
with plastic coating (i.e.
photographs, label paper), paper
with food, wax paper, foil lined
paper, Tyvex (non- tearing)
envelopes, plastic and non- paper
bag
s, non -rigid plastic packaging,
plastic liners (i.e. cereal bags ),
windows, mirrors, dishware,
ceramics, light bulbs, florescent
tubes, wood furniture , Styrofoam,
MSW, Hazardous Waste, hard
cover books/manuals, pyrex
materials, fiberglass materials ,
Universal Wast
es such as
household batteries, fluorescent
lamp and ballasts, bubble wrap,
tarps, textiles, clothes, shoes, E-
Waste and small manufactured
goods (e.g. purses, handbags and
backpacks)
EXHIBIT "A"
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Attachment B Page 24 of 32 17650192.1
plastic sheets or panels, empty
plastic buckets and baskets,
empty plastic flower pots,
plastic crates and carts
Yard Trimmings Loose green material from the
yard, grass clippings, leaves,
weeds, tree prunings, bush
prunings, plant material ,
vineyard clippings, tree
trunks/stumps/branches 6” or
less in diameter
Rocks, dirt, plastic bags, MSW,
Single-Stream Recyclables, pet
waste, Hazardous Waste, tree
trunks/stumps/branches greater
than 6” in diameter
Food Scraps All food, fruits, vegetable s,
meat, poultry, seafood,
shellfish, bones, rice, beans,
pasta, bread, cheese,
eggshells, wax cardboard,
napkins, paper towels, paper
plates, tea bags, coffee
grounds, coffe e filters, wood
crates, sawdust, all acceptable
compostable items
MSW, Single-Stream Recyclables,
liquids, Hazardous Waste, rocks,
dirt, pet waste , cloth or plastic
diapers, Packaged Organics
Soiled Paper Products Paper towels, tissue products,
paper napkins, paper plates
and cups, coffee filters, tea
bags, waxed paper, butcher
paper, paper take- out boxes
and containers, greasy pizza
boxes, soiled paper bags and
cardboard, waxed cardboard.
MSW, Single-Stream Recyclables,
liquids, Hazardous Waste, rocks,
dirt, pet waste
Packaged Organics Food Scraps, e xpired food or
other compostable or ganic
Inorganic (non -compostable)
MSW, Single-Stream Recyclables,
EXHIBIT "A"
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Attachment B Page 25 of 32 17650192.1
materials still in original
manufacturer packaging
requiring separation from
inorganic packaging prior to
active composting or anaerobic
digestion; boxed cereal
, canned
foods & soups, packaged meat
& dairy products, bagged or
pre-packaged boxed produce
and/or other food products.
Hazardous Waste, rocks, dirt, pet
waste, o rganics in wood or metal
packaging
Wood Non-treated wood, stained
wood, wood with nails, wood
with small metal items, tree
trunks/stumps/branches (free
from leaf and brush material)
Painted wood, lacquered wood,
creosote treated wood, railroad
ties, telephone poles, excessive
nails, large metal items,
Hazardous Waste
Chipped Wood Pre-chipped tree
trunks/stumps/branches or pr e-
chipped untreated wood w
ith no
metal items
Chipped wood with metal items,
chipped Yard Trimmings, chipped
treated or stained wood
Concrete Clean concrete, concrete with
rebar, asphalt not exceeding
5% of incoming load by weight,
bricks, ceram i
c tiles, b aselite
blocks, concrete roof tiles,
concrete pipe without asbestos
All MSW, all other non -concrete
materials such as stucco ,
Hazardous Waste including
concret
e pipe with asbestos ,
asphalt exceeding 5% of incoming
load by weight
Asphalt Clean broken asphalt pavement
with dirt not exceeding 5% of
incoming load by weight
All MSW, all other non -asphalt
materials, Hazardous Waste, dirt
exceeding 5% of incoming load by
weight
EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT (10/18/2022 VERSION)
Attachment B Page 26 of 32 17650192.1
Metal Ferrous metal, non -ferrous
metal
Items less than 90% metal, fluids,
Hazardous Waste, all MSW
Dry Wall Clean dry wall (gypsum) All MSW, all other non -dry-wall materials such as stucco,
Hazardous Waste
Carpet Clean and dry carpet from
residential and commercial
buildings; can be Carpet 6,
Carpet 66, and carpet made
from all other m aterials
including PET, wool, an d o
ther
natural and synthetic fibers
All MSW and other materials,
Hazardous Waste, dirt, astroturf,
carpet padding
Carpet Pad Clean and dry carpet pad from
residential and commercial
buildings
All MSW and other materials,
Hazardous Waste, dirt
Cardboard Clean cardboard, chipboard Wax cardboard, all MSW, all non - cardboard items, Hazardous
Waste
Mixed Construction
and Demolition
All concrete materials, all metal
materials, all wood materials,
all cardboard materials, all yar d
trimmings materials, drywall,
dirt, soil, asphalt
MSW, all food waste, Hazardous
Waste
6.9 Website.
Contractor shall create and maintain a website with i
nformation on all the City’s solid waste and
recycling programs. The Website shall include the complete recycling guide contained in the Napa phone book(s).
EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT (10/18/2022 VERSION)
Attachment B Page 27 of 32 17650192.1
6.10 Seminars, Workshops, Presentations, Meetings.
Contractor shall ensure the attendance of qual i
fied and knowledgeable employees of
Contractor, on an as -requested basis, at local seminars, workshops, pr esentations, meetings and the like, to provide information or discuss matters related to solid waste management and recycling.
6.11 Annual Recycling Awards Event.
An annual recycling awards event (with a meal provided to awar d w inners) is planned for
businesses, multi-family complexes, schools, mobile home parks, and property managers who achieve the highest levels of recycling and/or composting and minimize contamination, as determined by the City. The Contractor shall work with City to create and manage this event.
6.12 Proposals for New Diversion Program.
Contractor shall, at no additional cost, within fo r
ty-five (45) days of a request by City, submit a
written proposal on providing additional or expanded diversion services. The proposal shall contain a complete description of the following: (A) collection methodology to be employed; (B) equipment to be used and staffing requirements by number and classification; (C) type of container(s) to be used; (D) informational/promotional campaign; (E) projection of annual operating costs, including documentation of and support for key assumptions underlying projections.
SECTION 7 - TEMPORARY, PROVISIONAL AND EXPERIMENTAL DIVERSION PROGRAMS.
7.01 Temporary, Provisional and Experimental Programs.
The City desires to develop, test and implement new t y pes of Diversion programs in order to
reduce the quantity of MSW delivered to the Transfer Station. In order to test and determine the cost/benefit of new such new programs, City may direct the Contractor to conduct pilot, temporary and experimental programs as described in Section 14.14 of the Contract. If the scope of work, financial arrangements and equipment needed for any such program are of a breadth or complexity that the parties agree the program parameters should be included in the Contract, the scope of work for such programs shall be included in this Section 7 of Attachment B. Such programs are temporary and experimental in nature. Depending upon the Diversion EXHIBIT "A"
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Attachment B Page 28 of 32 17650192.1
achieved and the actual costs, the City, i n
its sole discretion pursuant to Section 14.14 of the
Contract, may direct Contractor to continue a program, to expand or alter a program and/or to discontinue a program. Because such programs are temporary, provisional and experimental in nature, the parties agree the compensation arrangements are not included in Contractor’s Capital and Operating Costs shown in Attachment T-1 1. The financial arrangements for each program shall be kept separate from the Contractor’s Capital and Operating Costs and are described in Article 12 and Attachment T- 6A, Attachment T -6B and Attachment T-1 2. This provides the City the ability to adjust the compensation if needed, based on the decisions being made, as described in Section 14.14 of the Contract.
The parties hereby agree to add the following new program that is temporary, experimental and provisional:
7.02 The Recycle More Program.
The purpose of the Recycle More program is to tar g
et and collect Recyclable Materials with a
positive market value that are not accepted in the residential or commercial Single -Stream Recyclables collection programs either because of (a) the size of the item(s), or (b) the type of material. The specific materials to be Collected by Contractor as part of the Recycle More program will be determined by the City and may vary over time depending upon market conditions, processing technologies and other factors.
The Recycle More Items to be Collected by Contractor as part of the Recycle More program are defined in Attachment A and include the following:
As of April 1, 2013 the Recycle More Items include liquid cooking oil (excluding fat and grease), E-Waste, large metal appliances and oversized metal it ems exceeding thirty -six inches (36”) from Residential Premises within City. Contractor shall also collect E -Waste, large metal appliances and oversized metal items exceeding thirty -six inches (36”) from Commercial and Business Establishments within the City. Cooking oil collection service shall not be provided to Commercial and Business Establishments without the written approval of the City. For purposes of the Recycle More program, E-Waste shall include “anything with a cord”.
As of November 1, 2013 the Recycle More Items also include clothing, other textiles (such as linens, bedding, and towels), shoes, belts, purses, handbags, backpacks, hard cover books, EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT (10/18/2022 VERSION)
Attachment B Page 29 of 32 17650192.1
compact discs (“CD’s”), digital vers
atile discs (“DVD’s”), tapes, toys and other similar re-useable items.
As of January 1, 2016, the Recycle More Items also include household batteries (both single- use and rechargeable, non- automotive) from Residential Premises. Household batteries are only to be picked -up from Residential Premises when properly packaged by the customer (in clear, sealed plastic bags or containers) and when accompanied by another material normally picked up by the Recycle More curbside collection program. Household batteries are currently delivered to the permanent Household Hazardous Waste (HHW) collection facility adjacent to the Transfer Station for proper disposal and recycling at no charge to either the City or the Contractor. If this situation changes in the future, City and Contractor will meet and confer as to whether collection of household batteries will continue through the Recycle More program and how (or whether) any disposal/recycling charges will be addressed.
Contractor has purchased a 2011 Peterbuilt 330 van powered by hybrid diesel/electric technology. The purchase order describing the truck and the extended warranties purchased by Contractor is included in Attachment HH. Contractor shall also purchase, and install in the truck, racks to hold empty and full metal cooking oil containers and other supplies, and a “body wrap” (also known as an “advertising wrap”) that labels the vehicle with the “Recycle More” program name and graphics. T he total cost for the truck, warranties, metal racks and body wrap shall not exceed one hundred thirty thousand dollars ($130,000).
Contractor shall also procure twelve hundred (1200) one- gallon metal screw-top containers and labels for the containers as shown in Attachment JJ. The containers will be distributed by Contractor to Residential Customers who elect to participate in the Recycle More program. The parties estimate that approximately six-hundred (600) additional containers will be purchased by Contractor for year two of the program, as the program grows.
Beginning April 1, 2013 Contractor shall advertise the availability of the Recycle More program using inserts in Customer bills as shown in Attachment JJ. Contractor shall also advertise the program using Contractor’s web site, appropriate newspaper ads, radio spots, movie theater ads and other advertising methods, the cost, method and content for which must be pre- approved by City. Contractor shall collect the Recycle More Items on an appointment basis.
When a Residential Customer calls or makes an online request to participate in the cooking oil recovery program, Contractor shall deliver to the Resident a metal screw -top container for EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT (10/18/2022 VERSION)
Attachment B Page 30 of 32 17650192.1
storage of cooling oil. When a Customer calls t
o request a pickup of cooking oil and/or other
Recycle More Items, Contractor shall collect the item(s) within ten (10) business days of the Customer request. When a cooking oil container is collected, Contractor shall leave an empty container for the Customer. The charge to the Customer for the Recycle More service shall be at the City-approved rates (currently the service is provided to the Customer at no charge) that may be adjusted periodically by the City. Once the Recycle More program is in full -scale operation Contractor shall operate the Recycle More vehicle five (5) days per week for a regular workday each day. The Recycle More vehicle shall be used primarily for the Recycle More collection program within the City of Napa and under no circumstances shall the vehicle be used to provide services outside the City limits of the City of Napa unless specifically authorized in writing by City.
All collected Recycle More Items shall be stored in a safe and secure manner inside the Recycle More vehicle and transported to the MDF. E -Waste and metal items shall be stored in Gaylord containers inside the vehicle. Should any cooking oil spill on the street, sidewalk, or on any other public or private property, Contractor shall immediately clean up the spill. Contrac tor shall carry appropriate supplies in the Recycle More vehicle for this purpose.
Contractor shall empty the collected cooking oil into a tank that has been placed by a cooking oil recycling company at the MDF. If needed in order to heat up cooking oil in the one-gallon metal containers so it may be poured into the tank, Contractor may purchase and utilize a stove/oven at a cost to the City not -to-exceed one thousand dollars ($1,000). The cooking oil recycling company will come on-site to the MDF on a periodic basis to empty the cooking oil from the tank and haul it away for reuse. Contractor shall maintain accurate records of the gauge readings on the tank and pumping equipment to determine the amount (gallons) of cooking oil collected by the cooking oil recycler.
Contractor shall maintain the cooking oil storage tank as recommended by the cooking oil recycler. Contractor shall provide all required maintenance, repair and cleaning of the Recycle More vehicle, as described in Article 7 of the Contract.
Contractor shall unload all collected Recycle More items and prepare them for marketing; and shall market said items along with other similar materials received at the MDF.
Contractor may propose addition of materials to the Recycle More program (e.g. mattresse s, latex paint). City will consider such proposals and shall respond to Contractor within sixty (60) EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT (10/18/2022 VERSION)
Attachment B Page 31 of 32 17650192.1
days of such proposal. The decision of the City shall be f inal. If the City decides to include
additional materials, the provisions of Section 14.14 of the Contract shall apply.
Contractor shall include in the monthly Attachment R reports, all collection data for the Recycle More program including but not limited to the following: number and type (residential or commercial) of Customers requesting collec tion, number of Recycle More truck stops, number of metal containers of cooking oil collected, number of households with cooking oil containers, number of E- Waste, metal appliances/oversized metal items, and bags of textiles/reuse items collected, Tons of E-Waste, appliances/oversized metal items and textiles/reuse items collected, as well as the gallons and pounds of cooking oil collected and any notes about the size, operation, growth or other issues about the program, including any issues or problems along with proposed solutions. This reporting will include data collected from April 1, 2013 forward.
Contractor shall report the gallons of cooking oil marketed, the tons of each category of Recycle More Items marketed, and the revenue received for each category of Recycle More Items in the monthly Attachment DD reports. The annual Attachment R report shall include the total annual Recycle More “time on route” and total miles driven.
The financial arrangements between the City and Contractor for the Recycl e More program are described in Article 12 and Attachment T -6A, Attachment T-6B and Attachment T-12 “Financial Arrangements for Temporary, Provisional and Experimental Programs”.
7.03 Carpet and Carpet Pad Recycling Program.
The purpose of the Carpet and Carpet Pad Recycling progra m is target and collect discarded
(used) carpet and carpet pad (included multiple types of underpadding for carpet). The collection portion of the Carpet and Carpet Pad Recycling program was approved by the Napa City Council on June 21, 2011 where initial collection service rates were established effective August 1, 2011 (City of Napa Resolution No. R2011-91). Upon approval by the Napa Council and at the City’s written direction, the Contractor purchased four (4) roll-off collection boxes with sliding roofs (to help keep the carpet and carpet pad clean and dry). The City reimbursed the Contractor for the cost of these four (4) roll-off collection boxes with sliding roofs for use by the Contractor for Customers participating in the Carpet and Carpet Pad Recycling program.
Contractor agreed to collect carpet and carpet at no additional no costs beyond the labor and collection costs already included the City’s baseline compensation described in Article 12 of this Agreement. City agreed that the service of carpet/carpet pad roll off boxes would be counted in EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT (10/18/2022 VERSION)
Attachment B Page 32 of 32 17650192.1
the number “pulls” assessed during the City Cost R
eview process described in Article 12 and
Attachment U of this Agreement.
For the processing cost of receiving, sorting and preparing discarded/used carpet for shipment to recycling markets and/or recycling facilities, the City agreed to pay Contractor a processing fee of $25 per inbound Ton for calendar year (CY) 2018, $25.88 per Ton for CY2019, $26.79 per Ton for CY2020, $27.73 per Ton for CY2021, $28.70 per Ton for CY2022. The parties agree that beginning January 1, 2023, the CY2022 processing fee of $28.70 per inbound Ton paid by the City to Contractor for handling of carpet at the City’s Materials Diversion Facility will be adjusted annually by the Bay Area labor index (CWURA422SAO CPI – Urban Wage Earner – All Items – San Francisco-Oakland-San Jose) through the final year of this Agreement term.
Furthermore, the parties agree that the carpet processing fee is not part of the “Processing Fee for Throughput Over Baseline” calculation as described in Article 12 of this Agreement. Instead, the City and Contractor agreed that the Contractor will charge the City on a monthly basis based on the inbound tonnage of carpet received the previous month at the Materials Diversion Facility. Contractor has agreed that the carpet processing fee described herein is a fair and reasonable charge only if used/discarded carpet can be picked up for recycling from the Materials Diversion Facility at no charge to the Contractor. Because of the experimental and volatile nature of the viable recycling markets and facilities for discarded/used carpet, the City and Contractor have agreed that the receipt and processing of carpet by Contractor at the City’s Materials may be discontinued with sixty (60) day written notice from City to Contractor. If markets for discarded/used carpet change in the future and discarded/used carpet can only be recycling as a Negative Value Material, City and Contractor agree to comply with the process described in Article 6 of the Agreement for “Disposition Costs When No Markets Exist.” EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT (10/18/2022 VERSION)
Attachment C-1 Page 1 of 1 18680615.1
ATTACHMENT C-1
IMPLEMENTATION PLAN FOR COLLECTION
Collections services will continue to
operat e
during the transition of replacement of
Diesel collection vehicles with CNG vehicles. Vendors for this equipment have committed to meet the time frame with the current overall project schedule.
Napa Recycling & Waste Services has plac ed or
ders for replacement and refurbished
vehicles and equipment and will be tracking the progress of these deliveries and installations over the next year. To date the majority of the new 2018 CNG vehicles have arrived and have been deployed for collection services, the 8 vehicles scheduled to be refurbished will be rotated out of service and then back into service over the next 18 months. Napa Recycling will update City staff during our monthly meetings regarding delivery and deployment of these vehicles and other equipment installations.
EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT (10/18/2022 VERSION)
Attachment C-2 Page 1 of 1 18261092.1
ATTACHMENT C-2
IMPLEMENTATION PLAN FOR MATERIALS DIVE
RSION FACILITY
The new and refurbished equipment are scheduled to b
e delivered
and installed during
2018, Vendors for this equipment have committed to meet the time frame with the current overall project schedule.
Napa Recycling & Waste Services has k
nowledge of the capabilities of the current
company’s employees and will continue to hire and train new employees as needed.
Reporting to the City staff during o ur
monthly meetings will continue during th e MRF
retrofit and other Capital projects taking place at the MDF. Napa Recycling & Waste Services will continue to work with the City’s selected contractor during the construction of the MRF Roof extensions, CASP and Storm water projects.
EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT (10/18/2022 VERSION)
ATTACHMENT D
NOT USED
EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT (10/18/2022 VERSION)
Attachment E Page 1 of 5 18349598.1
ATTACHMENT E
NAPA VALLEY UNIFIED SCHOOL DISTRICT SC
OPE OF SERVICES
3.01 Napa Valley Unified School District (NVUSD). The N VUSD has entered into a
Memorandum of Understanding (MOU) with the C
ity of Napa on June 17, 2004, to be a
customer within its solid waste and recycling contract with the City selected Contractor. Table 3-2 is provided in the background data and identifies current service levels to NVUSD facilities.
The Contractor will bid on services levels specified in Table 3-1.
3.02 Garbage Collection. The Contractor will pr ov
ide garbage collection services to the
facilities outlined in Table 3-1 that specifies coll
ection location and frequency. Service shall be
uniform throughout the NVUSD. Every effort shall be made to maintain continuity of service during the Contractor transition period. In addition to services noted on Table 3 -1, the Contractor will provide debris box service twice a week at the NVUSD maintenance yard located at 1616 Lincoln Avenue. Additionally, the Contractor shall provide on an as -needed basis for special construction projects, at no additional cost to NVUSD, twelve (12) debris boxes per year.
NVUSD shall call the Contractor and ask for the debris boxes and the location of placement for service. If NVUSD needs more than twelve (12) debris boxes per year, the Contractor can charge the commercial rate for that service.
3.03 Recycling Program. As with City collection s er
vices, the NVUSD will also be provided
recycling services at no additional cost with pai d bas ic garbage service. On -site recycling
services shall include collection of single -stream recyclables, yardwaste, and source separated cardboard at a minimum. To maximize the recycling program, the schools shall make every effort to eliminate contamination of recyclables. If the Contractor identifies a contamination problem at any school facility, the Contractor shall notify to the Operations Supervisor of the Napa Valley Unified School District (NVUSD) immediately to address the problem. For any site where the Operations Supervisor has been notified in writing at least two times in a fiscal year that there has been contamination of ten (10) percent or greater, the Contractor has the authority to charge the going commercial rate for those containers until the contamination issue is resolved. The charges will continue on a monthly basis until the Contractor has notified the Operation Supervisor that the problem has been corrected at which time the charges will no EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT (10/18/2022 VERSION)
Attachment E Page 2 of 5 18349598.1
longer be imposed at those sites. The Contractor s hal l provide the NVUSD with pictures of the
contaminated loads in any written notice.
3.03.01 The Contractor shall provide single- stream recycling that replicates the City program in material types as well as offer source separated cardboard and yardwaste recycling as detailed in Table 3-1.
3.03.02 An annual review meeting with School District Representative and City Recycling Specialist and/or Contractor’s Public Education staff will be held annually by June 30th. At this meeting, they will review at a minimum:
• All programs as listed in the contract for the prior school year and the upcoming school year
• Any additional service needed for new facilities
• Any reduction in service
3.03.03 Annually replace lost or damaged interior recycling equipment to all schools consistent with existing equipment and be properly labeled with stickers and other labeling materials. If existing equipment is no longer available, the Contractor, City and NVUSD may choose other equipment as mutually agreed upon. This equipment includes but is not limited to: custodial recycling collection dollies, lunchroom recycling containers, and classroom recycling containers. The Contractor shall distribute all needed equipment at least two weeks prior to first day of class of each school year.
3.03.04 Annually replace lost or damaged exterior recycling equipment to all schools consistent with existing equipment and be properly labeled with stickers and other labeling materials. If existing equipment is no longer available, the Contractor, City and NVUSD may choose other equipment as mutually agreed to. This equipment includes but is not limited to: 95 -gallon carts, 35 -gallon cans, and 2 -yard bins. The Contractor shall distribute all needed equipment at least two weeks prior to the first day of class.
3.03.05 Annually provide printed recycling education materials in English, consistent with existing examples provided in the background data, to individual schools to include but not be limited to: recycling posters for students, recycling brochures for faculty, staff and custodians; and recycling stickers to place on interior equipment. All printed recycling education materials must be mutually agreed to by NVUSD, the City and the Contractor prior to distribution. The Contractor shall distribute all needed education materials at least two weeks prior to the first day of class.
EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT (10/18/2022 VERSION)
Attachment E Page 3 of 5 18349598.1
3.03.06 Annually the Contractor's Recycling Educati
on Coordinator shall be available to
make school presentations about reduce, reuse, recycle, and environmental responsibility. Presentation program content will be developed in consultation with City Recycling Specialist.
3.03.07 The Contractor shall implement a food waste recycling program at the NVUSD central cafeteria consistent with City's commercial food waste recycling collection program prior to the 2008 -2009 school year. The Contractor will work with the full -time staff of the food service vendor that manages the central cafeteria located at the Harvest School to implement the food waste recycling program.
3.03.08 The Contractor shall implement a food waste recycling program at all individual schools consistent with City's residential food waste recycling collection program by school year 2011-2012. This program will mirror the residential food waste program as the schools are located in residential neighborhoods and will therefore be collected using the residential collection trucks.
3.03.09 The Contractor shall implement single- stream recycling at District sports fields located at the Harvest Sports Complex, Redwood School, and Silverado School.
Containers shall be provided by the Contractor at no additional cost to NVUSD. The implementation schedule shall be in writing and agreed to by City, NVUSD, and Contractor no later than the start of 2006-2007 school year.
3.03.10 Contractor shall provide recycling containers and collection at special events at no additional charge to NVUSD for fifteen (15) special events per school year. NVUSD will notify the Contractor no later than two weeks prior to any event on the type of event and the number of garbage and recycling containers needed and the location of the event. The Contractor shall work with NVUSD Operations Supervisor and the City Recycling Specialist to maximize recycling at special events. The Contractor shall notify the Operations Supervisor when fifteen events have been reached for a school year.
3.03.11 As part of the public education program, the Contractor shall allow and encourage an unlimited number of school field trips to the MDF at no charge to the NVUSD or City. The City will pay the NVUSD transportation department for t he cost of the bus service to bring children to and from the MDF.
EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT (10/18/2022 VERSION)
Attachment E Page 4 of 5 18349598.1
3.03.12 Contractor’s Public Education Coordinator shall work with City Recycling
Specialist and NVUSD Operations Supervisor to maximize diversion from schools and reduce contamination of recyclables as referenced in 3.03.
3.03.13 Yardwaste recycling shall be provided to the District at no additional charge whether collected in dumpsters, roll-offs, or self-hauled by NVUSD staff to the MDF.
3.03.14 The Contractor will allow NVUSD free drop -off of e- waste year round a t the MDF as well as drop- off at the Computer and Electronics Recycling Event (E -waste event) in June. The NVUSD shall be limited to no more than twenty -five thousand (25,000) pounds per calendar year in total between the E -waste event and any additional drop- off of e -waste at MDF. NVUSD staff shall pre -sort, palletize, and properly wrap the e-waste prior to delivery either to the E -waste event or the MDF. The Contractor shall work with NVUSD to ensure materials are properly sorted and wrapped prior to delivery to E-waste event or MDF.
3.03.15 The Contractor will allow NVUSD to self-haul no more than three hundred (300) tires per year to MDF for recycling at no additional charge. No more than one hundred and fifty (150) of those tires will be considered “large” meaning twenty-two (22) inches in diameter or larger. NVUSD staff shall remove all rims prior to self-hauling tires to MDF.
3.03.15.1 Contractor shall submit an annual report by June 30 th to the City and
NVUSD representatives to include, but not
be limited to:
3.03.15.2 M inutes from most recent annual review meeting.
3.03.15.3 List by school and date, quantities of all equipment distributed during previous school year.
3.03.15.4 List by school and date all presentations made. Include age groups present and number of students.
3.03.15.5 List by school and date, quantities and type of all recycling educational outreach material distributed.
3.03.15.6 List by school all equipment proposed for distribution during upcoming school year.
3.03.15.7 List by school proposed presentation schedule for upcoming school year.
3.03.15.8 List by school proposed distribution of recycling education outreach material for upcoming school year.
EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT (10/18/2022 VERSION)
Attachment E Page 5 of 5 18349598.1
3.03.15.9 List any new schools or school facilities to r eceive service, and the
equipment needed for that service and approximate delivery date of equipment.
3.03.15.10 Report annual tonnages collected by month, material type for source - separated only, total single -stream material, and Jurisdiction currently either by City of Napa, County of Napa, and City of American Canyon.
3.04 Timing of Service. It is preferred that s er
vicing of all containers be done during off -
hours when children are not likely to be present between 6:00 a m and 8:00 am. If the
Contractor cannot service between 6:00 -8:00 am, a spotter shall be present in addition to the driver to ensure safety. Schools that require servicing between 6:00 - 8:00 am include: Napa High School at 2475 Jefferson Street; NVUSD Education building at 1015 Kaiser Road; NVUSD Carpenter Shop at 1616 Lincoln Street; NVUSD Tech/Adult School at 1610- 1600 Lincoln Avenue; Pueblo Vista Elementary School at 1600 Barbara Road; Snow Elementary School at 1130 Foster Road; Vintage High School at 1375 Trauer Avenue. The NVUSD custodians are on-site at 6:00 am and open the gates but NVUSD shall provide the Contractor with a universal key in case access is needed.
3.05 Collection Frequency. Normal servicing of elementa r y schools shall be three times
per week on Monday/Wednesday/Friday, and daily service Monday t hr ough Friday for middle
schools, high schools and administration facilities. Any variation from that schedule will be noted on Table 3-1.
3.06 Collection Schedule Service Changes. NVUSD currently has no y ear-round schools.
Regularly scheduled reductions in service are f o
r summer break mid- June to August 1 st and
winter break from mid -December to earl y
January. Winter break usually lasts between two to
three weeks. NVUSD shall provide Contractor with an annual schedule of the breaks when dates are finalized. During the winter and summer breaks, all schools will only receive twice a week service on Tuesdays and Thursdays for the same basic services as outlined in section
3.01 unless otherwise requested by NVUSD.
EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT (10/18/2022 VERSION)
Attachment F Page 1 of 47 18177074.3
ATTACHMENT F
SCOPE OF WORK FOR OPERATIONS AT NAPA MATERIAL DI
VERSION FACILITY
SECTION 1. INTRODUCTION
1.1 Facility Description
Contractor shall operate the Napa Materials Diversi
on Facility (MDF) located at 820 Levitin Way,
a private road on the south side of Tower Road in the southern, unincorporated portion of Napa County.
1.2 Overview of Scope
Contractor shall conduct the following activiti
es at the MDF, which are more fully described in the
following sections:
• Operate, maintain, repair and replace processing systems • Design and implementation of processing systems
• Receipt and processing of materials
• Marketing of recovered materi als, including billing of customers, and receipt of payments
• Transport of Residue
• Support to scalehouse operations
• MDF oversight and maintenance
• Identifying other MDF customers
• Recordkeeping and reporting
EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT (10/18/2022 VERSION)
Attachment F Page 2 of 47 18177074.3
SECTION 2. GENERAL FACILITY REQUIREMENTS
2.1 General Guidelines
2.1.1 The Napa Materials Diversion Facility (MDF) and it s design and operations must conform
to the requirements described in this section.
2.1.2 Contractor shall use the MDF only for processing of Recyclable Materials delivered under this Contract and for directly related support purposes.
2.1.3 Contractor shall use the covered aerated static pile (CASP) System only for processing of Compostables delivered under this Contract. The CASP System shall receive and accommodate loads of preprocessed organic materials delivered to the CASP bunkers in Contractor’s transportation vehicles from the organics preprocessing building.
2.1.4 Contractor shall operate and maintain the Storm Water System such that surface flows of liquids from the MDF are controlled and managed using best management practices and while meeting all applicable regulatory requirement, including in accordance with the Department of Water Resources (DWR) Compost General Order/Permit and with industry standards.
2.2 Materials to be Processed
2.2.1 The MDF must be designed such that it is capable of recei v ing and processing, at a
minimum, the following material streams:
Yard Trimmings – Source-separated from residential and commercial accounts and self-haul vehicles; segregated Yard Trimmings from other MDF Processing Areas.
Food Scraps, Packaged Organics and Soiled Paper Products -- Source-separated from commercial accounts and co-mingled with Yard Trimmings and Soiled Paper Products from residential accounts.
Commingled Recyclables from single-stream recycling programs-- Consisting of a mixture of containers as well as paper grades from residential curbside programs, from commercial accounts, or both.
EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT (10/18/2022 VERSION)
Attachment F Page 3 of 47 18177074.3
Commingled Recyclables from dual-stream recycling progr ams -- Composed of two
separate mixtures: 1) a mixture of containers and 2) a mixture of paper grades. These streams may come from residential curbside programs, from commercial accounts, or both.
Source-Separated Recyclables – Source-separated recyclable materials from commercial accounts.
Source-Separated Wood waste – Source-separated wood waste stream from commercial accounts and self-haul vehicles; may include pallets for reuse or recycling.
Source-Separated C&D – Source-separated streams of Construction and Demolition Debris, from commercial accounts, self-haul, and government agencies.
2.2.2 The processing and recovery of materials from the material streams listed above shall only be performed at the MDF. No quantities of these material streams shall be processed at or by another facility, except in the cases of facility permit limits or an extended outage, under which cases the terms and conditions of the Contingency Plan shall govern, or as approved by the City.
2.2.3 The MDF must accept, handle, store, process if needed, and transfer to markets the following types of materials:
• E-waste
• Tires
• Bulky goods
• Used oil and used oil filters
• Carpet/Carpet Pad
• Use Cooking Oil
2.2.4 In addition, the City may direct the Contractor to conduct the following processing operations at the MDF, which shall be processed as described in Attachment J. • Interim Mixed C&D Debris Processing
• Permanent Mixed C&D Debris Processing
EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT (10/18/2022 VERSION)
Attachment F Page 4 of 47 18177074.3
2.3 Key Processing Areas
2.3.1 The following key processing functions (r e
ferred to as Processing Areas) shall be
conducted at the MDF:
• Composting
• Clean MRF
• Wood processing
• Source-separated C&D processing
• Mixed C&D processing (at the direction of the City)
2.3.2 The Processing Areas shall receive and process the materials listed in Section 2.2 as generally outlined in Figure F-1.
Figure F-1. Material Flowchart of Napa Materials Diversion Facility Wood Processing
Mixed C&D Processing
•Mixed loads containing
a high percentage of C&D
Recyclables
•Cardboard
•Newsprint
•Mixed paper
•Glass
•CRV
•Metals
•Plastics
•Other
Source Separated
C&D Processing
Woodchips,
Fuel, ADC,
Other
Compost
Clean MRF
•Commingled curbside
recyclables from
residential and commercial
accounts
•Source separated
recyclables from
commercial accounts
Composting
•Yard Trimmings
•Food Scraps
•Soiled Paper Products
•Packaged Organics
Topsoil,
Gravel, Metals,
Other
Sources of
Materials
Key Processing
Areas/Functions
Examples of
Markets/Uses
City of
Napa
County of
Napa
Other
Jurisdictions
Self-Haul
Note: Mixed C&D processing shall be implemented at t
he direction of the City.
EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT (10/18/2022 VERSION)
Attachment F Page 5 of 47 18177074.3
2.4 MDF Users
2.4.1 The MDF shall receive and accommodate loads of mater i als from the following types of
users and vehicles:
• Collection vehicles servicing residential and commercial recycling programs • Open top roll-offs
• Compactor roll-offs
• Self-haul vehicles operated by private contractors (e.g., landscapers), business owners, and the public, including automobiles, pick-ups, dump trucks, flat-bed trucks, vans, and trailers
• Vehicles from, or representing, City departments, NVUSD, County departments.
2.5 MDF Capacity
2.5.1 The MDF shall be designed to have Baseline capacity to accep t and process, on an
annualized basis, at least the quantities provided in Table F -1 (Baseline column) while operating at a maximum of one (1) 8 -hour shift per day, and 5 days per week, with the exception of composting which is 7 days/week. Sufficient maximum rated capacity, system flexibility, and redundancy shall be provided to enable the MDF to accept and process peak deliveries as well as seasonal variations in quantities reliably, while satisfying the operating requirements of the contract.
2.5.2 The MDF must be capable of expansion of design capacity to process at least the quantities provided in Table F-1 (Expansion column).
2.5.3 If directed by the City to accept and process Mixed C&D Debris, the Baseline and Expansion capacities will be those presented in Table F-2.
EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT (10/18/2022 VERSION)
Attachment F Page 6 of 47 18177074.3
Table F-1. Baseline and Expansion Design Capacities (tons/year) Processing Area
Baseline
Capacity
Expansion
Capacity*
Composting Area 40,670 78,680*
Clean MRF 19,290 56,800*
Wood Processing 3,970 15,000*
Source-Separated C&D Processing 16,620 23,320*
Total 80,550 173,800*
*All Maximum Expansion Level Tonnages may be incr eas
ed in the
future if governing facility permits allow f or
increased tonnage
throughput at MDF.
Table F-2. Baseline and Expansion Design Capacities
with
Mixed C&
D Debris Processing (tons/year)
Processing Area
Baseline
Capacity
Expansion*
Capacity
Composting Area 40,670 78,680*
Clean MRF 19,290 56,800*
Wood Processing 3,970 15,000*
Source-Separated C&D Processing 16,620 23,320*
Mixed C&D Processing 4,250 20,800*
Total 84,800 194,600*
*All Maximum Expansion Level Tonnages may be increased i n the
future if governing facility permits allow for
increased tonnage
throughput at MDF.
2.6 MDF Schedule
2.6.1 The hours of receipt of loads from the gene r
al public shall be daily from 8:00 AM to 4:00
PM.
2.6.2 The MDF will be open every day of the year, except for the following four holidays: New Year's Day, Easter, Thanksgiving Day, and Christmas Day. On the following holidays when the MDF is open, the public operating hours shall be 8:00 AM to 3:00 PM: Martin Luther King, Jr. Day, President’s Day, Memorial Day, Independence Day, Labor Day, and the day following Thanksgiving Day. On Christmas Eve, the public operating hours shall EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT (10/18/2022 VERSION)
Attachment F Page 7 of 47 18177074.3
be 8:00 AM to 12:00 PM (noon). See Section 1(g) of Attachm ent EE regarding the City’s
right to make minor temporary changes to MDF public operating hours.
EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT (10/18/2022 VERSION)
Attachment F Page 8 of 47 18177074.3
SECTION 3. DESIGN AND OPERATING STANDARDS
3.1 MDF Minimum Design and Operational Requirements
The design and operations of the MDF must conform to
the following minimum requirements:
3.1.1 The MDF must be designed and constructed to comply with all applicable Federal, State and local regulations and industrial codes, as well as all applicable standards of technical societies, either as stated or as is standard in industry practice for state-of -the-art Solid Waste processing facilities.
3.1.2 The MDF must present a working system that is integrated with respect to function, building services, and architectural and structural elements.
3.1.3 The MDF and its Processing Areas must use technologies and equipment that have been demonstrated in commercial facilities (or otherwise adequately tested or demonstrated) to be effective, efficient, and reliable, and that yield products meeting market specifications as presented in Contractor’s proposal or as required by users, whichever specifications are higher. All designs of the Processing Areas and equipment shall be in accordance with industry standards (see illustrative list of relevant, applicable standards in Table F-3).
EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT (10/18/2022 VERSION)
Attachment F Page 9 of 47 18177074.3
Table F-3. Standard Industry Specifications
The following codes and standards shall be incorporated i n to the design and
construction of the MDF. Where conflicting
requirements exist, the more stringent
shall apply. Local and state building and const r
uction codes, where applicable,
shall govern.
American Association of State Highway and T ransport
ation
Officials (AASHTO)
American Concrete Institute (ACI)
American Hot Dip Galvanizers Association (AHD
GA)
American Institute of Steel Construction (A
ISC)
American Iron and Steel Institute (AISI)
American National Standards Institute (ANSI)
American Petroleum Institute (API)
American Society for Testing and Materials (A
STM)
American Society of Heating, Refrig eration,
and Air Conditioning
Engineers (ASHRAE)
American Society of Mechanical Engineers (ASME)
American Welding Society (AWS)
BOCA National Building Code
Conveyor Equipment Manufacturers of America (
CEMA)
Institute of Electrical and Electronic Eng
ineers (IEEE)
National Electric Code (NEC)
National Fire Protection Association Codes (NFPA
)
National Board of Fire Underwriters (NBFU)
Occupational Safety and Health Administration (O
SHA)
Steel Structures Painting Council (SSPC)
Underwriters’ Laboratory (UL)
3.1.4 Contractor's improvements to the MDF,
if any
, shall be constructed in accordance with
approved drawings and specifications, and Contractor will pursue the construction work diligently to completion, complying with all Federal, State, and local laws, ordinances, rules, and regulations related thereto.
3.1.5 Contractor shall use its best efforts and design the MDF such that the quality of recovered materials is preserved prior to transport of the materials to market, or sale or giveaway of recovered materials at the MDF, including protection of the materials from the elements (e.g., rain or dust) if needed.
EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT (10/18/2022 VERSION)
Attachment F Page 10 of 47 18177074.3
3.1.6 The design and operation of the Pr
ocessing Areas shall be
such that quantities of Residue
produced from each Processing Area shall be weighed separately outbound from the MDF and shall be separately weighed and disposed at the Devlin Road Transfer Station. It is recognized by the Parties that the Organics Preprocessing system handled organic materials from both the Composting and Wood processing areas and thus the quantities for Residue produced from these two processing areas will be a shared tonnage quantity.
It is further recognized that the maximum contamination residue for both the Composting and Wood processing areas is shared maximum of percentage level of five (5) percent (see table F-2).
3.1.7 Contractor shall use it best effort s to provide sufficient space (and designate such with signage), for parking the vehicles used for transporting materials, the vehicles owned by the employees, as well as those vehicles used by visitors.
3.1.8 The use of natural lighting shall be maximized throughout the MDF.
3.1.9 All maintenance and spare-parts storage areas shall be provided with security locks; entry to those areas shall be controlled and only by authorized contractor personnel.
3.1.10 The design and operation of processing systems and areas shall be such that paved surfaces are not unreasonably deteriorated due to contact between R olling Stock (such as front-end loaders) and attachments (e.g., buckets, roll-off boxes) and the surfaces. The features of Contractor’s design and operation to conform to this standard shall be as described in Contractor’s proposal.
3.1.11 The City will post easily-readable signs at the entrance to the MDF detailing the regulations which must be followed by vehicles entering the station, indicating the hours of operation, the types of Recyclable Materials accepted, the rates charged, and a local telephone number to call for information or in case of emergency. Contractor shall maintain and repair these and other on-site signs. Contractor will ensure that all MDF signage will be updated and comply with these requirements no later than December 31, 2018.
Contractor shall not post any signs without the prior written consent of the City.
3.1.12 Contractor shall design and operate the MDF, including sufficient traffic controllers and signage, such that traffic flow from the inbound scale to processing areas, at Processing Areas, and from Processing Areas to the outbound scale is orderly and free flowing. Once EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT (10/18/2022 VERSION)
Attachment F Page 11 of 47 18177074.3
past the inbound vehicle scale, the time required
to begin unloading shall not exceed ten
(10) minutes for any user. Design, construction, and maintenance of on -site roads shall conform to State and local requirements. Traffic flow shall be according to the flow indicated on the Site Plan, as approved by the City.
3.1.13 Mechanical room(s), if provided, shall be designed to accommodate the equipment provided, and to permit equipment maintenance and replacement without structural modification.
3.1.14 The design and installation, and operation of all receiving and processing systems shall be in accordance with all applicable local, State, and Federal codes, regulations, and statutes related to fire detection and control.
3.1.15 MDF shall be designed and operated to allow access by fire equipment and other emergency service vehicles to all parts of the MDF at all times.
3.1.16 MDF shall be designed and operated such that any odors generated on the site are not a nuisance beyond the site boundary. Contractor shall control odor at the MDF by use of odor control equipment and programs.
3.1.17 MDF shall be designed and operated such that internal and external dust emissions are no greater than those allowed by applicable local, State, and Federal regulations and statutes, and such that off -site impacts are avoided due to nuisance dust generation.
Contractor shall control dust at the MDF by use of installed dust control systems.
3.1.18 MDF shall be designed and operated to minimize and control any litter that may be generated by the operations. Litter includes fugitive materials escaping from processing equipment. Contractor shall sweep daily all areas of the MDF. In addition, Contractor shall police at least twice weekly the street frontages abutting the MDF, collecting all debris along these streets. Materials so collected shall be disposed at the Devlin Road Transfer Station.
3.1.19 MDF shall be designed and operated such that the level of noise of the operations are in conformance with all applicable local, State, and Federal regulations and statutes.
EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT (10/18/2022 VERSION)
Attachment F Page 12 of 47 18177074.3
3.1.20 MDF shall be designed and operated s uc
h that equipment and operat
ions are in
conformance with all applicable local, State, and Federal health and safety regulations and standards relevant to occupational and public health and safety.
3.1.21 MDF shall be designed and operated to prevent off -site surface migration of leachate, storm water or wastewater , or sub- surface leachate whose qualities or other characteristics are not in conformance with applicable local, State, and Federal regulations and statutes. Any wastewater that is stored on-site, including but not limited to that stored in surface impoundments (ponds), shall receive treatment such that the wastewater does not become a source of unpleasant odors or a place for breeding insects.
3.1.22 All lighting shall be in conformance with all applicable local, State, and Federal regulations and statutes.
3.1.23 Any grading or modification of the surface of the MDF shall minimize erosion due to wind or water, changes to geological substructures, or conditions that would result in unstable slopes. Additionally, new grading or surfaces installed within the MDF shall be designed by a qualified, experienced, and registered professional engineer and shall be installed as designed. The installation shall be monitored and observed for conformance to the design and specifications by a qualified and experienced professional.
3.1.24 The design and operation of all proposed processes shall be in accordance with all Federal, State, and local air pollution regulations.
3.1.25 Explosives shall not be used for demolition or construction at the MDF without prior authorization from the City.
3.1.26 If any hazardous materials are used during the installation or operation of processing equipment, or otherwise, the materials shall be used and managed according to all applicable Federal, State, and local environmental laws and regulations and other permits and requirements. Similarly, if any hazardous wastes are generated during the installation or operation of equipment, such wastes shall be managed according to applicable regulations, permits, and requirements.
3.1.27 Processing equipment and systems shall be designed, installed, and operated such that spillage of material from processing equipment and dust emissions from processing EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT (10/18/2022 VERSION)
Attachment F Page 13 of 47 18177074.3
equipment are minimized, collected, and managed pr ope
rly. Additi onally, floors or
surfaces of the MDF shall be inspected and cleaned daily or more often if necessary to prevent accumulations of spilled materials, litter, and dust and dissemination of spilled materials, litter, and dust away from the point of generation.
3.2 MDF Operations
3.2.1 The MDF must be operated and maintained in compliance with all appl i cable Federal,
State, County, and local environmental laws and regulations and other permits and requirements, as well as Occupational Safety and Health Administration (OSHA) and National Institute of Occupational Safety and Health (NIOSH) requirements. Fire protection systems must be maintained in accordance with applicable County fire code and insurance underwriter requirements. Contractor shall provide all necessary an d appropriate fire control equipment. Prior to commencing operations at the MDF, Contractor shall submit a fire prevention, control, and management plan for the MDF and obtain approval from the City.
3.2.2 Contractor shall operate the MDF as necessary to ensure a smooth, continuous operation.
Contactor shall provide uninterrupted service in operating and maintaining the MDF.
Contractor’s Contingency Plan shall be followed for any outage in excess of forty -eight (48) hours in any Processing Area.
3.2.3 Contractor must ensure that incoming materials, processed materials, and residue are only stored as specified. Storage is only acceptable to the extent that satisfactory odor, vector, dust, and fire control measures are employed to minimize nuisance, health, and safety problems, and is only acceptable to the extent allowed by applicable Federal, State, and local regulations.
3.2.4 Contractor shall conduct the operation of the MDF in such a manner as to ensure that conditions are unfavorable for production of rodents and insects. In the event that rodent and insect activity becomes apparent to the Local Enforcement Agency or the City, supplemental vector control measures shall be initiated by Contractor, as directed by the Local Enforcement Agency and the City.
EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT (10/18/2022 VERSION)
Attachment F Page 14 of 47 18177074.3
3.2.5 Contractor shall use its best efforts to oper
ate the MDF such that the quality of recovered
materials is preserved prior to transport of the materials to market or sale or giveaway of recovered materials at the MDF including protection of the materials from the elements (e.g., rain or dust) if needed.
3.2.6 The MDF must be maintained in a neat and orderly manner and inspected to remove litter daily, or more frequently if necessary. Storage of equipment or any other materials not related to the operation of the MDF is not allowed.
3.2.7 Contractor will store, handle, use, and dispose all hazardous materials (i.e., lubricants, and solvents) that are necessary to the operation and maintenance of the MDF in accordance with Federal, State, and local requirements.
3.2.8 Contractor shall observe loads of materials as they are discharged from vehicles at each of the Processing Areas, and shall identify any loads that contain Hazardous Waste, and shall maintain a log of such loads. If any load of materials containing Hazardous Waste is inadvertently accepted at the MDF from any hauler, Contractor shall instruct the driver to reload the Hazardous Waste into the vehicle and remove the materials from the MDF.
Any Hazardous Waste discharged at the MDF shall be stored, transported, and disposed of at Contractor’s expense.
3.2.9 Contractor shall observe loads of materials as they are discharged from vehicles at each of the Processing Areas, and shall identify any loads that, in the opinion of Contractor, exceed the allowable concentration of Contamination. For any load that exceeds the allowable concentration of Contamination (see Table F- 4). Contractor shall take the following actions:
EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT (10/18/2022 VERSION)
Attachment F Page 15 of 47 18177074.3
Table F-4. Allowable Concentration of Contamination
in Loads Discharged at the MDF (%, wt. basis)
Processing Area
Contamination
Level
Composting Area 5%
Clean MRF 10%
Wood Processing 5%
Source-Separated C&D Processing 5%
Mixed C&D Processing (if directed by
the City to accept and process) 25%
3.2.9.1 Self-haul vehicles: Promptly notif
y the
scalehouse attendant so that the vehicle
operator is properly charged according to the relevant gate fee for mixed loads. If the driver is unwilling to pay the higher rate, the Contractor shall instruct the driver to reload the entire load into the vehicle and remove the materials from the MDF.
3.2.9.2 Collection vehicles servicing the City of Napa: (1) Complete a Contamination Violation Notice (CVN) and distribute a copy to the driver of the vehicle and to the City, and maintain a copy in the MDF office. (2) For repeated o ffenses on the same route, Contractor shall notify the City and arrange a ride -along for City and Contractor staff.
3.2.9.3 Collection vehicles servicing other jurisdictions: (1) Complete a Contamination Violation Notice (CVN) and distribute a copy to the driver of the vehicle and to the City, and transmit a copy to the collection company that owns the vehicle. (2) For repeated offenses by the same collection company, the City will contact the company to resolve the problem. (3) If the company disputes that the loads exceed the allowable concentration of contamination, a quantitative analysis will be conducted by a third party on a representative sample of such a load. The cost of the quantitative analysis will be paid by the company if the results of the analysi s demonstrate unacceptable levels of contamination, and by the Contractor if the levels of contamination are within acceptable limits.
3.2.10 At the busiest periods of traffic at the MDF, no more than ten (10) minutes shall be required for a loaded vehicle to travel from the inbound scale and to park for discharge of the load EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT (10/18/2022 VERSION)
Attachment F Page 16 of 47 18177074.3
at the tipping area of the Clean MRF or at other areas des i gnated for discharge of
materials.
3.2.11 Contractor shall be responsible for the safe control and direction of traffic once it enters the MDF. Contractor shall make optimal use of queuing lanes and unloading spaces and shall operate and store vehicles so as not to impede on-site traffic.
3.2.12 Contractor shall be responsible for periodic pumping of collected wastewater by a pumping truck, if needed, and its transport off -site and proper disposal in accordance with applicable regulations. If it should occur that wastewater must be transported off-site, the Contractor will inform the City of this need. Contractor shall be responsible for the pumping, transport, and disposal and the City and Contractor will share equally in the costs associated pumping, transport and disposal of w astewater off-site if it deemed necessary by the City.
3.3 Equipment
3.3.1 Contractor shall provide equipment redundancy and replacemen t as necessary to ensure
a smooth, continuous operation. Contractor shall operate and maintain the equipment.
3.3.2 Contractor shall m aintain the equipment installed for use at the MDF as described with more detail in the Attachment M -2.. Contractor shall procure and install new or replacement equipment for the remaining Equipment Listed in Attachment M-2, as well as for use in other processing areas at the MDF as listed in Attachment M-3.
3.3.3 Any equipment used to size reduce (e.g., grind or shred) materials must conform to applicable health and safety regulations and be designed and operated such that airborne projectiles generated by the process are contained and do not pose a health and safety hazard to operating personnel or other persons on the site. Suppression systems must be used to control dust and other emissions from the equipment.
3.3.4 Contractor shall maintain an equipment inventory and follow the approved Contingency Plan, as necessary, to ensure smooth and continuous service. Contractor shall possess on-site the necessary electrical and mechanical testing instruments and other equipment to identify and diagnose equipment and processing problems. Contractor shall possess EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT (10/18/2022 VERSION)
Attachment F Page 17 of 47 18177074.3
on-site maintenance equipment to perform routi ne
maintenance and repairs. Such
maintenance equipment includes welding equipment and heavy- duty mechanical repair equipment.
3.3.5 Contractor shall furnish backup, substitute or replacement equipment necessary to continue uninterrupted receipt of materials and processing when equipment regularly in service is inoperable or unavailable. If there is an unanticipated major equipment repair or service disruption that will exceed 60 days, Contractor may describe the situation in writing to the City that will include a recommendation of how best to resolve the situation, and make may a formal request for partial (or full) cost reimbursement to the City, which City shall retain sole discretion to approve or deny.
3.3.6 Sufficient Rolling Stock must be provided for the efficient handling of incoming materials, processed materials, and residues. Spare equipment shall be provided for up to 60 days as described in 3.3.5.
3.3.7 All Rolling Stock shall comply with all applicable federal, state, and local laws, including (1) U.S. Department of Transportation: Federal Motor Vehicle Safety Standards; Federal Motor Carrier Safety Regulations; Interstate Motor Carrier Noise Emissions Standards, (2) U.S. Environmental Protection Agency: Control of Air Pollution from New Motor Vehicles and New Motor Vehicle Engines, and (3) Bay Area Air Quality Management District.
3.3.8 All Rolling Stock owned, operated, or both by the Contractor that leaves the MDF to transport materials or Residue shall comply with applicable laws. Such equipment shall be painted in a uniform color scheme approved by the City and shall prominently display a MDF service mark (logo), the design and placement of which are subject t o City approval.
3.3.9 Contractor shall use blade guards and rubber tires on all mobile equipment operated in and around the MDF and shall use due care in their operation to avoid damaging the concrete- and asphalt-paved floors and roadways of the MDF.
3.3.10 All Rolling Stock loaded with Residue for disposal must be parked in an area designated for such storage at the end of the day.
EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT (10/18/2022 VERSION)
Attachment F Page 18 of 47 18177074.3
3.4 C omposting Area and Covered Aerated Static Pile Syst em
3.4.1 MDF design and operation standards shall apply.
3.4.2 T he Cont
ractor shall operate and maintain the covered aerated static pile composting system (CASP).
3.4.3 Contractor must maximize the recovery of marketable material types meeting the requirements of the Act and not requiring disposal. Materials shall be processed to a level such that the products meet specifications from viable markets.
3.4.4 Contractor must operate and maintain the CASP in compliance with the BAAQMD to Construct Application No. 27180, Plant No. 17403, Condition 27133 , or subsequent permits as issued.
3.4.5 Contractor shall maintain a copy of the most recent BAAQMD approved Best Management Practices (BAAQMD BMPs) at the MDF and shall provide training to the staff to operate the CASP in accordance with BAAQMD BMPs.
3.4.6 CASP must be operated in a manner that minimizes fugitive debris, dust, and odor emissions, and meets all applicable local, State, and Federal regulations and statutes.
3.4.7 Organic materials shall be processed in the CASP as described in Attachment J.
3.4.8 Organic Pre-Processing
3.4.8.1 A minimum number of operators shall be onsite to immediately process material through the processing line consisting of several screens and grinders to sort and size feedstock appropriately.
3.4.8.2 Contractor’s feedstock mixing and blending must be capable of processing yard trimmings, food scraps, soiled paper products and packaged organics into a proper feedstock mixture. The mixture is required to meet bulk density, C:N ratio, pH, and moisture content parameters in accordance with BAAQMD BMPs.
EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT (10/18/2022 VERSION)
Attachment F Page 19 of 47 18177074.3
3.4.8.3 Contractor’s processing system must includ
e appropriate pre- processing
equipment (e.g., size reduction) and post- processing equipment (e.g., screen to size compost product).
3.4.8.4 Contractor’s processing system shall be capable of grinding organic material 4” minus to go through the composting process.
3.4.9 Yard Trimmings
3.4.9.1 Contractor's processing system must be capable of accepting and composting: 1) incoming Yard Trimmings (including Holiday Greenery); and 2) Yard Trimmings recovered from other Processing Areas.
3.4.9.2 Contractor’s processing system may also include Yard Trimmings processing for material recovery other than composting, e.g., production of wood fines or wood chips. Wood chips may be recycled as fuel, provided that diversion requirements of the Act are met.
3.4.10 Food Scraps, Soiled Paper Products and Packaged Organics
3.4.10.1 Contractor’s processing system must accept and compost Food Scraps, Soiled Paper Products and Packaged Organics from commercial and residential accounts in the City and other City contract sources delivering Compostables to the MDF.
3.4.10.2 De-packaging equipment shall be capable of processing commercial food waste prior to transferring to the CASP. De-packaging equipment will operate independently from the Organics pre -processing line. Processed food waste will be transferred out to CASP.
3.4.10.3 Due to the putrescible nature of the material, all of the feedstock shall be processed within 24 hours or as directed by the applicable permits.
3.4.11 Finished Compost
EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT (10/18/2022 VERSION)
Attachment F Page 20 of 47 18177074.3
3.4.11.1 Contractor must maximize the recovery of
marketable material types meeting the
requirements of the Act and not requiring disposal. Materials shall be processed to a level such that the products meet specifications from viable markets.
3.4.11.2 The storage area for the compost shall be capable of accommodating fluctuations in market conditions but in no case shall the finished compost be stored for periods greater than sixty (60) days without the written approval of the City.
3.5 Clean MRF
3.5.1 M DF design and operation standards shall apply.
3.5.2 Contractor'
s processing system must allow for processing of: 1) incoming Commingled Recyclables from single -stream and dual -stream recycling programs, paper grades (including telephone directories), and Source -separated Recyclables; and 2) similar materials recovered from other Processing Areas.
3.5.3 Contractor’s processing system must maximize the recovery of marketable material types meeting requirements of the Act and not requiring disposal. Materials shall be processed to a level such that the products meet specifications from viable markets.
3.5.4 The processing system shall include a baling process that produces densified products in a manner that can be properly and legally shipped to markets. The baling equipment shall be capable of producing bales for efficient shipping and meeting export market specifications.
3.5.5 The receiving, processing and storage areas, must be operated as necessary to minimize fugitive debris, dust, and odor emissions, and meet all applicable local, State, and Federal regulations and statutes.
3.5.6 No materials or solid waste shall remain on the tip floor of the Clean MRF past 6 PM, each Saturday night without the written permission of the City.
3.5.7 Commingled recyclables that will be processed in the Clean MRF shall be discharged and stored under roof to the maximum extent possible.
EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT (10/18/2022 VERSION)
Attachment F Page 21 of 47 18177074.3
3.5.8 The storage area for the rec ov
ered products shall be c
apable of accommodating
fluctuations in market conditions but in no case shall materials be stored for periods greater than thirty (30) days without the approval of the City. To the extent possible at the MDF, p aper and other paper fiber products shall be stored indoors, or otherwise be protected from the elements. At Contractor's discretion, bulk products may be stored under roof only, provided means are included for control of litter and for protecting the integrity of the products from rain and runoff.
3.5.9 The design of processing systems and operation of such systems within or immediately adjacent to the outside of the Clean MRF building shall be such that the sidewall skin of the building and supporting vertical structural members are protected from contact with waste, materials, and Rolling Stock. The features of Contractor’s design and operation to conform to this standard shall be as described in Contractor’s proposal.
3.6 Wood Waste Processing
3.6.1 MDF design and operation standards shall apply.
3.6.2 Contract
or's processing system must allow for processing of: 1) incoming wood waste; and 2) wood waste recovered from other Processing Areas.
3.6.3 Contractor’s processing system must maximize the recovery of marketable material types meeting requirements of the Act and not requiring disposal. Materials shall be processed to a level such that the products meet specifications from viable markets.
3.6.4 Design must allow for grinding (or chipping or shredding) and sizing (e.g., screening) of wood materials to market specifications for solid fuel, for mulch, or as a feedstock to composting.
3.6.5 Any wood waste that is processed using the size reduction equipment for processing of Yard Trimmings, or that is used as a feedstock for composting will be counted against the permitted compost processing capacity.
3.6.6 The storage area for the recovered products shall be capable of accommodating fluctuations in market conditions but in no case shall the material be stored for periods greater than fifteen (15) days without the approval of the City.
EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT (10/18/2022 VERSION)
Attachment F Page 22 of 47 18177074.3
3.7 Source-Separated C&D Processing
3.7.1 MDF design and operation standards shall apply.
3.7.2 Contrac
tor's Source-Separated C&D processing system must be capable of receiving and processing incoming loads of clean, dry, predominately single-material C&D debris.
3.7.3 Contractor’s processing system must maximize the recovery of marketable material types meeting requirements of the Act and not requiring disposal. Materials shall be processed to a level such that the products meet specifications from viable markets.
3.7.4 The receiving, processing, and storage areas must be designed as necessary to minimize fugitive debris, dust, and odor emissions.
3.7.5 The storage area for the recovered products shall be capable of accommodating fluctuations in market conditions but in no case shall the materials be stored for periods greater than thirty (30) days without the approval of the City.
3.8 Mixed C&D Stream
3.8.1 Within three (3) months of receiving noti c
e from the City, the Contractor shall implement
a Mixed C&D processing operation at the MDF. At the direction of the City, the processing system will be based on the Interim design or Permanent design proposed, as described in Attachment J, and in accordance with the following subsections.
3.8.2 MDF design and operation standards shall apply.
3.8.3 Contractor's Mixed C&D processing system must be capable of receiving and processing incoming loads of dry, mixed C&D debris (i.e., loads containing multiple types of C&D materials) with an estimated maximum contamination of 25% by weight.
3.8.4 Contractor’s processing system must maximize the recovery of marketable material types meeting requirements of the Act and not requiring disposal. Materials shall be processed to a level such that the products meet specifications from viable markets.
EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT (10/18/2022 VERSION)
Attachment F Page 23 of 47 18177074.3
3.8.5 Loads with multiple types of C&
D debris will be s egreg
ated and processed to maximize
recovery of materials. In addition, the materials shall be processed to a level such that the products meet specifications from viable markets.
3.8.6 All processing is to be performed within the boundaries of the MDF site.
3.8.7 The receiving, processing and storage areas, must be enclosed as necessary to minimize fugitive debris, dust, and odor emissions, and conform to local, State, and Federal regulations and statutes.
3.8.8 The storage area for the recovered products shall be capable of accommodating fluctuations in market conditions but in no case shall the material be stored for periods greater than thirty (30) days without the approval of the City.
3.9 Other Materials
3.9.1 MDF design and operation standards shall apply.
3.9.2 M DF shall be capabl
e of receiving, handling, storing, processing if needed, and transferring to markets other materials including: E -waste, Tires, Bulky Goods, Carpet,/Carpet Pad, used cooking oil and Used Oil and Used Oil Filters.
3.9.3 MDF will accept at no cost up to the maximum number of tires that may be self -hauled according to applicable state and local requirements from residents who self -haul and present coupon and either a Driver’s License or phone bill proving residency within Napa County. Such coupon shall be distributed one time per year.
3.9.4 Contractor will accommodate the clean-up days of the City for Bulky Goods in operating the MDF. On such days, Bulky Goods (such as appliances, furniture, rugs and textiles, wood, and home remodeling debris) may be collected from residents and commercial accounts. Arriving materials must be tracked separately to facilitate reporting to CalRecycle, and diverted from disposal to the extent possible.
3.9.5 The storage area for the Recovered Materials shall be capable of accommodating fluctuations in market conditions, but in no case shall Tires be stored for periods greater than sixty (60) days, Used Oil and Used Oil Filters be stored for periods greater than ninety EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT (10/18/2022 VERSION)
Attachment F Page 24 of 47 18177074.3
(90) days, and other materials be stored for periods great e r than thirty (30) days without
the approval of the City. Storage of materials shall conform to all applicable Federal, State, and local laws and regulations, and other permits and requirements.
3.10 Cleaning and Maintenance
3.10.1 Maintenance Building:
3.10.1.1 Contractor shall be res
ponsible for operating a maintenance facility on-site at the MDF, and maintaining within the facility an adequate supply of replacement parts and other supplies and equipment (e.g., tools) needed to perform basic repair and maintenance of Rolling Stock and fixed equipment used by the Contractor.
3.10.1.2 Contractor shall procure, install, operate, and maintain truck washing equipment in the truck wash location on the north side of the Clean MRF building consistent with specifications described in Contractor’s proposal.
3.10.2 Cleaning:
3.10.2.1 Contractor shall maintain the MDF and equipment used in providing service under this Contract in a safe, clean, neat, and operable condition at all times.
3.10.2.2 Building office areas shall be cleaned daily, Monday through Friday. Work areas within buildings and structures shall be swept daily.
3.10.2.3 The building(s) shall be thoroughly cleaned with pressurized hot water at least once per year, and one month prior to expiration of the Term of this Contract.
3.10.2.4 Rolling Stock and fixed equipment shall be kept clean, shall be thoroughly washed on the exterior at least once every week and thoroughly cleaned with pressurized hot water at least once per year.
3.10.3 Painting:
3.10.3.1 All surfaces on the interior of all buildings and structures shall be repainted or refurbished by Contractor so that they present an acceptable appearance in the EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT (10/18/2022 VERSION)
Attachment F Page 25 of 47 18177074.3
opinion of the City, provided that painting will not be req uired more than once every
six years. The Contractor must submit the type of paint, color , method of application, and any other information requested by the City, to the City for review and approval prior to commencement of repainting work in accordance with Section 8.1.1 of this Attachment F.
3.10.3.2 Vehicles shall be repainted and/or refurbished so that they present an acceptable appearance in the opinion of the City.
3.10.4 Maintenance and Repair:
3.10.4.1 Contractor’s Obligations. Contractor shall keep and maintain in good, safe condition and repair the MDF, including all structures, infrastructure, appurtenances and every part thereof, including without limitation:
• Administration building
• Clean MRF building, including attached adjacent structures (e.g., personnel facilities and maintenance area), and below grade conveyor pits • Organics pre-processing area and systems
• Covered aerated static pile composting system (CASP)
• Stormwater treatment system
• Weigh scale gatehouse
• Vehicle weigh scales, including monthly inspection and cleaning of below grade areas supporting the inbound scale and the superstructure supporting the outbound vehicle scale
• Fixed equipment, such as conveyors, compactors, trommels, balers, shredders and screens
• Mechanical, electrical, lighting, heating, ventilating and air conditioning systems
• Fire and dust suppression systems
• Fuel storage and dispensing facilities
• Drains and drainage control systems
EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT (10/18/2022 VERSION)
Attachment F Page 26 of 47 18177074.3
• Surface impoundments (ponds)
• Sanitary sewer system
• Storm
water drain system
• Potable water supply system
• Perimeter and internal fencing
• Roadways and parking areas, paved or otherwise surfaced • All personal property furnished by Contractor including vehicles
3.10.4.2 City’s Obligations. City shall maintain in good condition the structural elements of the MDF, e.g., roof, foundation, floors, exterior walls (but not plate glass, glass windows, and window frames, which are the responsibility of Contractor), and paved exterior areas, unless such maintenance and repair becomes necessary in whole or in part due to negligent acts of Contractor or its agents, in which case Contractor shall reimburse City for the cost of such maintenance or repair.
3.10.4.3 Contractor shall perform periodic maintenance on all equipment, in accordance with applicable manufacturer’s specifications and schedules and so as to maintain in force any manufacturer’s/vendor’s warranties.
3.10.4.4 Contractor shall also repair any damage to any facilities, whether owned by it or City, caused by the actions of its employees, subcontractors or other agents.
3.10.4.5 Contractor shall be responsible for securing replacement parts (and for maintaining an inventory of spare parts as agreed on with City) for all equipment and for MDF systems and facilities which it is required to maintain and repair. City will reimburse Contractor for the out -of-pocket cost of replacement/spare parts used for stationary and processing equipment owned by City (including weigh scales, organics pre -processing system, CASP and fixed Stormwater treatment equipment). The cost of all other replacement/spare parts, including those for equipment furnished by Contractor and for MDF systems and facilities, will be borne by Contractor and is therefore included in the compensation provided under the Contract. The cost of all labor required for maintenance and repair performed by Contractor will be borne by Contractor and is included in the compensation provided under the Contract.
EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT (10/18/2022 VERSION)
Attachment F Page 27 of 47 18177074.3
3.10.4.6 Contractor shall regularly maintain (e.g. w
ater, weed, prune and repair) all
landscaped areas at the MDF (i.e., within the perimeter fence and out to the gatehouse) so that they present a neat and attractive appearance to the satisfaction of the City. Contractor shall replace all plant materials (trees, bushes, etc.) which are damaged or killed by Contractor’s operations with plant materials of the same type, unless a different type is approved in advance by the City.
3.10.4.7 City shall also be responsible for capital maintenance, including fire suppression and lighting, for the (1) organics receiving building; (2) south particulate building and north particulate building. All other maintenance obligations at the MDF shall be the responsibility of Contractor.
3.10.5 Modifications to MDF: Contractor shall not make any modifications to the MDF or to facilities or equipment owned by City without City’s prior written consent , which the City may grant or withhold in its sole discretion All modifications to the MDF are subject to the requirements of Section 8.1.1 of this Attachment F. If Contractor performs any modification work prior to receiving City approval, City may require Contractor to remove all such work at Contractor’s sole expense and restore the MDF, facility or equipment t o its prior condition.
3.10.6 Destruction of Premises:
3.10.6.1 If MDF building structures are totally or partially destroyed from a risk covered by insurance in effect at the time, City shall restore the MDF to substantially the same condition as it was in immediately before destruction, provided that City’s obligation hereunder is limited to the amount of insurance proceeds it receives.
Such destruction shall not terminate this Contract.
3.10.6.2 If MDF building structures are totally or partially destroyed by a risk not covered by insurance then in effect, City shall have the election to termina te this Contract or to restore the premises, such election to be made within a reasonable time after the destruction occurs and after the City has been informed the destruction will not be covered under its insurance policy.
EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT (10/18/2022 VERSION)
Attachment F Page 28 of 47 18177074.3
3.10.7 Spill Response Plan: Contractor shall provi de
kits for cleanup of spills of hazardous
materials, including used motor oil, at the MDF. Contractor shall implement the Spill Response component of the Hazardous Waste Exclusion Program.
3.10.8 Repairs: Repairs to the MDF made purs uant to this Section 3.10 are subject to the requirements of Section 8.1.1 of this Attachment F.
3.11 Stormwater Management
3.11.1 Contractor shall maintain a Stormwater Pollut
ion Prevention Plan (SWPPP) in compliance
with California’s Industrial General Permit Order 2014- 0057 for Stormwater Discharges Associated with Industrial Activities (General Permit), or subsequent permit.
3.11.2 Contractor shall ensure its SWPPP is developed, implemented and revised as necessary to be consistent with any applicable municipal, state, and federal requirements that pertain to the requirements in the General Permit.
3.11.3 Contractor shall implement and maintain the SWPPP 's Best Management Practices (SWPPP BMPs) and BAAQMD BMPs, including, but not limited to:
3.11.4.1 All curing piles shall be covered prior to qualifying rain events to ensure significant runoff does not occur.
3.11.4.2 Manage the level of stormwater ponds through the use of the water spray system in order to maintain a stable water level for storm events.
3.11.4.3 Debris shall be removed from stormwater ponds and drop inlets to avoid clogging pond pipes, pond aerators and pumps. (collectively, the Storm Water BMPs).
3.11.4 Contractor shall implement operations per the Materials Diversion Facility Technical Report dated September 5, 2019 in compliance with State Water Resources Control Board General Waste Discharge Requirements for Composting Operations WQ 2015 -0121- DWQ, or subsequent permit.
EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT (10/18/2022 VERSION)
Attachment F Page 29 of 47 18177074.3
3.11.5 Contractor shall manage co m
post wastewater so
there is no discharge of water that
comes in contact with compost operations by covering the compost curing and storage area.
3.11.6 Contractor shall implement and maintain BMPs in compliance with the Materials Diversion Facility Technical Report, including, but not limited to the following:
3.11.6.1 Quarterly inspections of operations areas and the Wastewater Management System. Quarterly detention pond sampling.
3.11.6.2 Ditches and storm drains shall be inspected and cleaned out prior to the wet season each year.
3.11.6.3 Prior to emptying the pond, monitoring wells on opposite sides of the pond shall be inspected so that the pond is not drained below 2 feet above groundwater elevation to maintain positive pressure on the liner.
3.11.7 Contractor shall submit an Annual Monitoring and Maintenance Report to the Bay Area Regional Water Quality Control Board no later than April 1 of each year.
3.12 Environmental Compliance
3.12.1 The design and operation of the MDF by Contractor dur i ng the Contract term shall be in
accordance with all applicable permits in existence as of the effective date of the Contract (see Attachment G).
3.13 Periodic Sampling
3.13.1 The MDF shall be designed to allow for the periodic s hor t-term sampling of incomi ng
materials and recovered materials in order to determine quantities, composition, and weight percentage of materials by jurisdiction or for a particular number of jurisdictions.
The sampling would be conducted on an as-needed basis as determined by the City. The design must allow for sampling to be conducted on a continuous basis during normal operating hours, without unduly affecting commercial operation of the MDF or performance guarantees. The MDF design should allow for easy access or diversion of process streams for sampling.
EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT (10/18/2022 VERSION)
Attachment F Page 30 of 47 18177074.3
SECTION 4. RECOVERED MATERIALS
4.1 Market Development
4.1.1 Contractor shall use its best efforts in m
arketing and promoting the sale of all recovered
materials, which shall include the identification of the highest value uses possible for the recovered materials, and obtaining the best possible prices. Contractor shall be responsible for identification of new markets and markets for hard-to-sell materials.
4.1.2 Contractor is responsible for producing recovered materials that meet market specifications as published and periodically updated by t he Institute of Scraps Recycling Industries, Inc. (ISRI).
4.1.3 Contractor is responsible for identifying markets, for establishing sales prices (if any) for recovered materials, and for the sale of the recovered materials.
4.1.4 As part of its obligation for market development, Contractor shall identify opportunities for reuse of recovered materials either at the MDF or at other locations, and shall reuse materials to the greatest degree possible.
4.2 Transportation of Recovered Materials
4.2.1 Contractor is responsible for having rec ov
ered materials loaded and transported to
markets. Vehicles may be owned or leased by Contractor, or pick-up may be provided by intermediaries or end use markets.
4.2.2 Vehicles leased or owned by Contractor must comply with applicable Federal, State, and local rules and regulations governing the commercial transportation of goods on public routes.
4.2.3 Vehicles owned by Contractor shall meet the requirements for fuel efficiency and vehicle emissions, as well as other state and regional, planning and regulatory standards.
EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT (10/18/2022 VERSION)
Attachment F Page 31 of 47 18177074.3
4.3 Billing
4.3.1 All of the marketed materials shall
be weighed and the weights recorded and reported to
the City.
4.3.2 Contractor shall be responsible for billing customers, if needed, for sale of recovered materials and for collecting payments. Funds collected from the sale of the materials shall be deposited to an account designated by the City.
4.3.3 Funds received by Contractor from the sale of materials shall be deposited to the City - designated account on a weekly basis. Contractor shall make and retain a copy of each check received and prepare the bank deposit by the close of business each Wednesday, such that the bank deposit is ready for pickup by the City’s bank courier each Thursday.
Contractor shall provide City with backup documentation, including all paperwork that arrived with each check containing final price data, total quantity paid for, and all other such information, either with each weekly deposit or at the end of each Materials Sales Month (the 20
th day of each month).
If, on a rar e occasion, Contract or
cannot prepare the bank depos it on a We dnesday,
Contractor shall immediately notify City via telephone and e- mail, and state when the deposit will be ready for pickup by the City’s bank courier. For example, Contractor would inform City that the deposit will be ready by the end of Thursday for a Friday pickup.
EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT (10/18/2022 VERSION)
Attachment F Page 32 of 47 18177074.3
SECTION 5. RESIDUE
5.1 Collection, Weighing, and Transport of Residue
5.1.1 Contractor will schedule the transport of
Residues from the MDF to the Devlin Road
Transfer Station, or other location as directed by the City, at a rate sufficient to prevent any residues from remaining in the MDF for more than twenty-four (24) hours unless such residues are stored on- site in enclosed containers, in which case Residues must not remain on-site for more than seven (7) days. If Residues are stored on- site in enclosed containers, such storage shall not give rise to nuisance or negative environmental effects off-site.
5.1.2 Quantities of residue produced from each Processing Area shall be weighed separately at the MDF from residues produced in other Processing Areas and shall be separately weighed and disposed at the Devlin Road Transfer Station. The weights shall be recorded and reported to the City.
5.2 Rolling Stock and Vehicles
5.2.1 Contractor shall maintain Rolling Stock of a number and s ize adequate to transport the
Residue from the MDF to the Devlin Road Transfer Station. The fleet shall be sized to provide spare capacity to cover routine and unexpected outages. Rolling Stock shall be suited to the intended duty and shall comply with applicable Federal, State, and local regulations.
5.2.2 Residue shall be transferred in vehicles (or vehicle compartments) designed for transporting Solid Waste. Vehicles shall minimize release to the environment of liquids, leachates, dusts and airborne contaminants.
5.2.3 Vehicles shall meet the requirements for fuel efficiency and vehicle emissions, as well as other regional planning or regulatory standards.
5.2.4 Vehicles shall have exterior markings on both tractors and trailers identifying Cont ractor and the City, or other entity the City may specify, each with phone numbers, and a unique vehicle identification number.
EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT (10/18/2022 VERSION)
Attachment F Page 33 of 47 18177074.3
SECTION 6. OTHER RESPONSIBILITIES OF CONTRACTOR
6.1 Customer Service
6.1.1 Contractor shall insure that its employees deal with me mbers of the public in a courteous
and professional manner.
6.1.2 All complaints about the operation or maintenance of the MDF shall be directed to the person designated as Facility Manager by Contractor. Such complaints shall not be directed by Contractor to City.
6.1.3 The Facility Manager shall compile a log of all complaints brought to his or her attention or that of his or her staff, indicating the date and time the complaint was received; the name, address and telephone number of the party making the complaint; a description of the complaint, and the action taken to correct or modify the situation complained of. The log shall be available at the MDF for the City’s review during normal operating hours. Each month Contractor shall send to City a copy of the log of complaints for the previous month.
6.2 Marketing MDF Capacity
6.2.1 Contractor shall use reasonable business effort s and act in good faith to market the
processing capacity of the MDF to other entities, agencies and organizations, including, but not limited to, public agencies, private businesses, including recyclers and other haulers, and all other potential customers. Contractor shall cooperate with the City in identifying and encouraging potential customers of the MDF, including self-haul customers and other jurisdictions. All efforts shall be conducted in accordance with a written strategy agreed upon by the City. The Contractor shall not market or commit capacity of the MDF without prior written approval of the City.
6.3 Scales and Scalehouse
6.3.1 All incoming and outgoing loads shall be weighed, including recovered materials and
Residue.
6.3.2 The City shall have the primary responsibility for staffing the scalehouse.
EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT (10/18/2022 VERSION)
Attachment F Page 34 of 47 18177074.3
6.3.3 Contractor shall provide sufficient personnel to replac e or relieve City personnel operating
the scalehouse during scheduled breaks, vacation periods, sick leave, holidays, and at other times as needed. When relieving or replacing City scalehouse personnel, Contractor shall use identical methods and procedures for operating the scale and data collection system that are used by the City.
6.3.4 Contractor’s data collection and management system shall be fully compatible with the City’s Soft-Pak Scale System operated in the scalehouse. Contractor’s system shall be implemented, operated, and maintained in accordance with Contractor’s proposal.
6.3.5 Contractor shall be responsible for maintaining the certification of the vehicle weigh scales as required the California Department of Food and Agriculture, Division of Measurement Standards or similar agency.
6.4 Staffing
6.4.1 Contractor shall provide staffing at the MDF based on , at a minimum, the Baseline staffing
plan in Attachment N. The key personnel listed in Attachment N may not be substituted without the prior written approval of the City.
6.4.2 There will be at least one employee of Contractor (or employee of a City -approved subcontractor) physically in attendance at the MDF at all times, whether or not the MDF is operating, or open.
6.4.3 During regular operating hours, there will be a MDF manager or lead worker who is the representative of Contractor on-site. Contractor shall inform City of his/her name.
6.4.4 When the MDF is operating outside of the regular operating hours, there will be a night supervisor on-site. If there is more than one employee on-site, one will be in charge and employees will be informed as to the chain of command.
6.4.5 At all other times, there will be a supervisory employee designated as emergency coordinator who will be on-call. Employees who are on-site (and the City) will be instructed how to contact this emergency coordinator.
EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT (10/18/2022 VERSION)
Attachment F Page 35 of 47 18177074.3
6.4.6 Contractor shall provide adequat
e operational and safety
training for all of its employees
who are involved in performing operations at the MDF. All such personnel shall be trained in the identification and proper handling and disposal of Hazardous Wastes. The training will comply with the Health and Safety Plan. Contractor will comply with the Health and Safety Plan, unless changes thereto are approved by the City.
6.5 Administration Building
6.5.1 Contractor shall provide adequate staffing,
supplies, and materials at the MDF for
administration of the Contract. Administration may include, but not be limited to, customer service, billing residential and commercial collection accounts, billing purchasers of recovered materials, collection of payments, recordkeeping, and reporting.
6.5.2 In addition to Contractor staff, the Administration Building will be occupied by five (5) City staff.
6.6 Parking of Vehicles at MDF
6.6.1 Contractor may designate an area of the MDF for park i ng of collection vehicles used for
the City of Napa and for Rolling Stock used at the MDF. These areas shall be properly marked, and shall be identified on the Site Plan drawing. Vehicles that are not part of the operation shall not be parked at the MDF without written permission by the City.
6.7 S torage of Containers at MDF
6.7.1 Contractor may designate an area of the MDF for stor a ge of containers (e.g., collection
carts, bins, roll-off/debris boxes, etc.) used for collection in the City of Napa. These areas shall be properly marked, and shall be identified on the Site Plan drawing by type of container.
6.8 Sampling and Analysis Program
6.8.1 Contractor must conduct, or cause to be conducted, at i ts expense, a sampling and
analysis program for the purpose of establishing the characteristics and properties of the materials accepted at the MDF, of recovered materials, and of Residues produced by the MDF. The sampling and analysis program shall be conducted for each Processing Area EXHIBIT "A"
PROPOSED 2022 CONTRACT AMENDMENT (10/18/2022 VERSION)
Attachment F Page 36 of 47 18177074.3
of the MDF in accordance with the Sampling and Analysis P lan prepared by the Contractor
and approved by the City.
6.8.2 At the discretion of the City, the sampling and analysis required by this Section 6.8 may be used to characterize DRTS Pre -Sorted Mixed Recyclable Materials delivered to the MDF, up to four (4) times per year. In the event that an emergency situation requires Northern to deliver DRTS Pre- Sorted Mixed Recyclable Materials in excess of four (4) times in one calendar year, Contractor shall provide a characterization of such materials at no additional cost to the City.
6.8.3 The results of such sampling and analysis may be used to monitor and assess the operation of the MDF and its Processing Areas, the characteristics of the recovered materials and Residue streams, and the ability of the MDF to meet existing and future environmental regulations for MDF operation or recovered materials.
6.9 Public Education
6.9.1 Contractor shall support public education ef f
orts by the City and other jurisdictions that
use the MDF. In addition to the public education activities related to collection services, Contractor shall conduct the public education activities at the MDF. The activities shall be as described in Contractor’s proposal, which shall include, at a minimum:
• Literature describing materials accepted at the MDF
• Tours of the MDF
• Resource person(s) on staff
6.9.2 Brochures: Contractor shall prepare an educational brochure, printed on recycled paper, describing the MDF operations and addressing conservation, recycling and general solid waste management programs. The City shall be provided the brochure in draft and shall have absolute authority over its text and format. Upon approval by City, Contractor shall arrange for the brochure to be printed and will provide the City with copies, and will make copies of the brochure available at the MDF.
EXHIBIT "A"