FOR THE COUNCIL MEETING OF JUNE 21, 2022
COUNCIL AGENDA REPORT
TO:
FROM:
SUBJECT:
City Council
City Manager
Prepared by: Director of Utilities
AGREEMENT WITH COLD CANYON LAND FILL, INC.
FOR PROCESSING RECYCLABLE MATERIALS
RECOMMENDATION:
That the City Council adopt a Resolution approving an Agreement for Services with Cold Canyon Land Fill, Inc., for processing recyclable materials.
BACKGROUND:
The City of Santa Maria's ("City") recycling program includes collecting, transporting, and processing commingled recyclable materials. Approximately 1,000 tons of recyclable materials are collected from residential and commercial customers each month. That material must be transported to a third -party contractor for sorting and processing to market.
In October 2020, the Utilities Department released a Request for Proposals ("RFP") to solicit proposals from qualified firms for the processing of single -stream recyclables collected by the City. Following that RFP process, in June 2021, the City awarded MarBorg Industries the agreement for processing single -stream recyclables. The agreement contained an initial term of one year with renewal options. The initial one-year agreement term was established because MarBorg Industries was processing the City's recyclable materials at the newly constructed Tajiguas Resources Recovery Facility, owned by the County of Santa Barbara, and processing rates for non -contracted jurisdictions (such as the City) had not been finalized.
In December 2021, MarBorg Industries notified the City of the new rates developed by the County of Santa Barbara, to become effective July 1, 2022, which were significantly higher than the rates in the existing agreement. As a result, the City did not enter into a renewal term with MarBorg Industries. In January 2022, the Utilities Department released a new Request for Proposals ("RFP") for the processing of single -stream recyclables collected by the City. The RFP was sent to six qualified firms and proposals were received from MarBorg Industries and Waste Connections dba Cold Canyon Land Fill, Inc.
DISCUSSION:
Proposals from MarBorg Industries and Cold Canyon Land Fill, Inc. were both found to be responsive to the RFP. This determination was based on the following criteria as outlined in the RFP:
• Overall proposal, completeness, and methodology to address the City's needs including overall cost to the City; and
• Demonstration of firm's qualifications, background, technical experience, and financial means to accomplish the scope of work; and
• Relevant experience conducting services of a similar nature in compliance and conformance with California regulations.
Following discussions with the two firms and further analysis, the selection committee determined that Cold Canyon Land Fill, Inc. proposal best met the City's recycling needs.
While the proposed revenue sharing methodologies and market value of the commodities from each party were comparable, Cold Canyon Land Fill, Inc. proposed a base processing fee that was $15 per ton less than the proposed fee from MarBorg Industries, as further discussed below.
Under the proposed agreement (Attachment "A"), Cold Canyon Land Fill, Inc. will utilize the Santa Maria Regional Landfill transfer area' to accept the City's recyclable materials, remove obviously non -recyclable materials, load the remaining materials into transfer vehicles, and transport the materials to its recycling facility in San Luis Obispo for processing and sorting.
Cold Canyon Land Fill, Inc. will then deliver residual (i.e., non -recyclable) materials sorted through the recycling process to the Santa Maria Regional Landfill for disposal. As part of the agreement, the City will bill Cold Canyon Land Fill, Inc. monthly for disposal of the residual materials at the Landfill's current gate rate for general refuse.
As payment for services, the City will pay a base processing fee of $150 per ton to Cold Canyon Land Fill, Inc.; however, this fee will adjust monthly as the commodity value for recyclables increases or decreases based on market conditions. For example, in February 2022, the total commodity value of the City's recyclable materials was $69.20 per ton. As a result, the base processing fee would have reduced to $80.80 per ton (base processing fee minus commodity value = monthly rate per ton).
The initial term of the agreement will be five years with two optional five-year extensions (renewal terms). Either party may opt -out of the agreement prior to a renewal term with a one-year written notice.
Alternatives
The City Council may:
1. Direct staff to issue a new RFP for processing recyclable materials. This will result in the delay of processing recyclable materials, and it is not anticipated that other firms will submit new proposals for the City to consider.
2. Direct recyclable materials to the Santa Maria Regional Landfill for disposal. This will affect the City's ability to meet State -mandated diversion requirements. 1 Upon approval of necessary permits, Cold Canyon Land Fill, Inc. intends to utilize the Santa Maria Transfer Station located in Nipomo at 325 Cuyama Lane to accept the City's recyclable materials. This pending operational change for Cold Canyon Land Fill, Inc. is not expected to impact solid waste collection efficiencies or service to the community.
2 Fiscal Consideration
These services are projected to cost approximately $1,100,000 per year. It should be noted that as the commodity value adjusts monthly, the cost of the service will adjust accordingly.
The Solid Waste Collections Enterprise Fund has adequate funding for this agreement.
In addition, the Solid Waste Disposal Enterprise Fund will receive approximately $240,000 in annual revenue from the disposal of residual materials delivered by Cold Canyon Land Fill, Inc. to the Santa Maria Regional Landfill. This revenue will vary based on actual quantities of residual materials delivered.
Impact to the City
Execution of this agreement enables the City to continue to meet its diversion requirements as mandated by Cal -Recycle.
Impact to the Community
Execution of this agreement allows residents and businesses to continue maximizing their recycling efforts.
HERIBERTO CANTU tsr
Solid Waste Manager
Director of Utilities
ATTACHMENT "A": AGREEMENT FOR SERVICES FOR PROCESSING RECYCLABLE MATERIALS 3 AGREEMENT FOR SERVICES
FOR PROCESSING RECYCLABLE MATERIALS
This Agreement for Services for Processing Recyclable Materials ("Agreement") is made on July 5, 2022 by and between Cold Canyon Land Fill, Inc., a California Corporation ("Contractor"), and the City of Santa Maria, a California Municipal Corporation and charter city, in Santa Maria, California ("City"). The Contractor and the City are sometimes referred to herein individually as a "Party" and collectively as the "Parties".
RECITALS
WHEREAS, the City has determined it is in the public interest to provide commingled recycling services to customers within Santa Maria city limits to comply with State of California mandates for landfill diversion; and
WHEREAS, the City does not have the infrastructure or resources to sort, process, or market the recyclable materials collected throughout Santa Maria; and WHEREAS, on January 27, 2022, the City released a Request for Proposals ("RFP") from qualified firms for processing the City's single -stream mixed recyclable materials; and WHEREAS, the Contractor submitted a proposal in response to the City's RFP; and WHEREAS, the Contractor is registered or licensed in California to perform the recycling services required by the City; and
WHEREAS, the Contractor's proposal was determined to be the most responsive and cost-effective for the City; and
WHEREAS, the City has requested that the Contractor perform the services described in this Agreement.
NOW, THEREFORE, IT IS AGREED:
1. Recitals true. The above recitals are true.
2. Definitions.
2.1. "Adiusted Index Value" means the Commodity (defined below) value calculated on a monthly basis by multiplying the Freight On Board ("FOB") Price (defined below) to the Percent of Commodity Value in Index (defined below), as referred to and further described in Exhibit "B". The Adjusted Index Value will be determined monthly utilizing the monthly -published reports (i.e., Recycling Index) for the respective market.
2.2. "Base Processing and Transfer Fee" means the initial fee of $150.00 per Ton that the Contractor will charge to the City for performing Recycling Services for Unsorted Materials delivered to the Contractor by the City, as referred to and further described in Exhibit "B". The City will not be charged a Base Processing {00103396.DOCX.}
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Attachment "A"
and Transfer Fee for any materials removed for disposal at the Transfer Area (defined below) prior to being sent to the Contractor's Recycling Facility (defined below).
2.3. "California Refund/Redemption Value" ("CRV") means the refund rates published by the State of California for commodities including but not limited to Aluminum, Glass, HDPE Clear, HDPE Color, and PET/PETE 1. The CRV rate published at https://www.calrecycle.ca.qov/bevcontainer/notices#Comminqled is referred to and made a part hereof, is updated semi-annually each January 1 and July 1 for the City of Santa Maria, curbside number CS0883.
2.4. "Commodity(ies)" means the Recyclable Material(s) used to calculate the Adjusted Index Value, as referred to and further described in Exhibit "B".
2.5. "Contamination" means any materials introduced into the Recyclable Materials (defined below) stream that cannot be recovered for reuse.
2.6. "Effective Processing and Transfer Fee" means the calculated value by subtracting the Total Adjusted Index Value Credit from the Base Processing and Transfer Fee (defined above). The Contractor will charge the City monthly the Effective Processing and Transfer Fee for performing Recycling Services for each Ton of Unsorted Materials (defined below) delivered by the City.
2.7. "Fifty (50) Percent of Total Adjusted Index Value Credit above $65" means the Contractor will pay the City fifty (50) percent of the Total Adjusted Index Value for the portion of the Total Adjusted Index Value that exceeds $65.00, as referred to and further described in Exhibit "B".
2.8. "Freight on Board (FOB) Price" means the net value of the Commodity calculated by subtracting the Transportation Cost from the sum of the Commodity Index Value and CRV, as referred to and further described in Exhibit "B".
2.9. "Hazardous Waste" means properties that make any waste dangerous or capable of having a harmful effect on human health or the environment.
2.10. "Index Value" means the value of the Commodities established at the time of execution of this Agreement. Thereafter, the Index Value will be adjusted monthly (see above definition for Adjusted Index Value).
2.11. (RESERVED)
2.12. "Percent of Commodity Value in Index" means the percentage value upon which the Index Value is multiplied to the FOB Price to calculate the Adjusted Index Value, determined by using the composition profile data of the most recent Waste Characterization Study of Unsorted Materials. The Percent of Commodity Value in Index may not change unless agreed to by both Parties.
2.13. "PPI" means the United States Department of Labor Bureau of Labor Statistics' Producer Price Index program that measures the average change over time in selling prices received by domestic producers for their output.
2.14. "Recycling Facility" means the Contractor's facility used to perform the Recycling Services (defined below) for the City.
2.15. "Recycling Index/Indices" means the index/indices utilized for providing monthly pricing, as shown in Table 1 of Exhibit "B". The indices include {00103396.DOCX.}
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Recyclingmarkets.net, Regional Average Price, Secondary Materials Pricing, Market Region 7 for Aluminum, Glass, HDPE Color, HDPE Natural, Mixed Paper, Mixed Rigid Plastics (MRP), OCC, PETE 1, Tin, and the Spot Market for the remaining index Commodities. If any index discontinues, the Parties agree to utilize a new index that is mutually agreed upon. The identified indices and region may not change unless amended in writing by both Parties.
2.16. "Recyclable Materials" means those materials, whether commingled or not, that have value to the Secondary Materials Market (defined below). Generally, Recyclable Materials are those commodities identified in Exhibit "B".
2.17. "Recycling Services" means the processing of Unsorted Materials (defined below) collected by the City, more specifically defined as the acceptance, collection, transfer, transportation, sorting, cleansing, treatment, and reconstitution of materials that would otherwise become solid waste, and distributing or selling said materials to the economic mainstream in the form of raw material for new, reused, or reconstituted products that meet the quality standards necessary to be used in the marketplace.
2.18. "Residual / Nonrecoverable Materials" means unusable waste byproducts remaining after Unsorted Materials are processed.
2.19. "Santa Maria Regional Landfill" ("SMRL") means the City's facility located at 2065 East Main Street, Santa Maria, California 93454, owned and operated by the City.
2.20. "Secondary Materials Market" means the market that includes manufactured materials that have already been used at least once and is to be used again after recycling.
2.21. "Ton" means a unit of weight equal to two thousand (2,000) pounds or one (1) short Ton.
2.22. "Total Adjusted Index Value" means the sum of all Adjusted Index Values further described in Exhibit "B".
2.23. "Total Adiusted Index Value Credit up to $65" means the Contractor will pay the City one hundred (100) percent of the Total Adjusted Index Value up to including $65.00 as referred to and further described in Exhibit "B".
2.24. "Transportation Cost" means the Contractor will charge the City a per -Ton or per -load rate for each Commodity transported to a destination for reuse as referred to and further described in Exhibit "B".
2.25. "Transfer Area" means the area of land within the SMRL delineated in Exhibit "D" that the City has made available at no cost to the Contractor to receive the City's Unsorted Materials for transfer to the Contractor's Recycling Facility for processing. The Contractor intends to transition the Transfer Area to the Santa Maria Transfer Station located at 325 Cuyama Lane, Nipomo, California 93444, owned and operated by the Contractor, once the Contractor obtains the necessary permits to extend the hours of operation. The definition of Transfer Area will be updated at that time and documented via a written amendment ("Amendment") by the Parties.
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2.26. "Unsorted Materials" means the materials delivered to the Contractor collected from the City's single -stream recycling collection program.
2.27. "Waste Characterization Studer means a controlled process utilized to evaluate the Unsorted Materials stream to develop a composition profile. The data from the Waste Characterization Study will be used by Parties as the basis for changes to Commodities and Percent of Commodity Value in Index.
3. General.
3.1. Initial Term and Termination.
3.1.1.1. The term of this Agreement commences July 5, 2022 and terminates at 11:59 p.m. on June 30, 2027 (the "Initial Term").
3.1.1.2. The Initial Term may be terminated by either Party for any reason with one (1) year advanced written notice to the other Party.
3.2. Renewal Term and Termination.
3.2.1.1. The Term of this Agreement may be extended for up to two (2) successive five (5) year terms (each a "Renewal Term"). Each Renewal Term will be documented in the form of an Amendment between the Parties. Consideration of each Renewal Term will be the same as the consideration during the previous contract period, unless otherwise agreed to in writing by the Parties via that Amendment.
3.2.1.2. Each Renewal Term may be terminated by either Party for any reason at any time during that Renewal Term with one (1) year advanced written notice to the other Party.
3.3. Termination Due to Breach or Discovery.
3.3.1.1. This Agreement may be terminated for breach of its terms or conditions, or because of discovery of any act which violates local, State, or Federal law, following reasonable notice and opportunity to cure.
Termination is effective fourteen (14) days after deposit of notice as specified in this Agreement if the breach has not been cured. If the type of breach would take more than fourteen (14) days to cure, then the Termination is effective if the non -breaching party has not begun material steps to cure said breach within fourteen (14) days of receipt of notice of said breach.
3.4. Services to be Performed. The Contractor shall determine the method, details, and means of providing Recycling Services in conformance with this Agreement.
The Contractor agrees to perform the specific services listed in Exhibit "A".
3.5. City's Duties. The City's duties under this Agreement are to cooperate with the Contractor in the performance of the Agreement and process invoices for payment. The City reserves the right to withhold any amount of payment on an invoice if there is a dispute or discrepancy brought to the Contractor's attention by the City. This provision does not preclude the City from paying for those services that are not in dispute on that same invoice. In accordance with Section
3.3, the Contractor will have fourteen (14) days to cure the dispute or discrepancy.
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3.6. Right to Inspection. The City or representatives acting on behalf of the City may, with advanced notice, audit or inspect any of the Contractor's records related to work performed under this Agreement.
3.7. Compensation. Compensation under this Agreement is described in Exhibit
3.8. Insurance. The Contractor shall maintain insurance as described in Exhibit "C" throughout the duration of this Agreement and submit proof of coverage to the City before beginning work under this Agreement.
3.9. Exhibits. Exhibits "A", "B", "C", and "D" are hereby attached and incorporated.
4. Contractor Obligations.
4.1. Performance Bond. Concurrent with the execution of this Agreement, the Contractor shall post a performance bond on file with the City, securing the Contractor's full and faithful performance for its obligations under this Agreement, which shall be kept in full force and effect by the Contractor throughout the life of the Agreement. The principal sum of the performance bond shall be in the amount equal to the value of six (6) months of anticipated gross revenue for performing Recycling Services under this Agreement. The performance bond shall be annually renewable and on industry -standard form.
4.2. Performance Standard & Compliance with Laws. In addition to any required permits, the Contractor represents that it has the skills, expertise, and licenses necessary to perform the Recycling Services, and shall perform all such Recycling Services in manner consistent with best industry standards and in accordance with all applicable laws and regulations, including but not limited to the rules and policies of the City. The Contractor shall perform the necessary Recycling Services without any limitation to the volume, weight, or frequency of delivery.
4.3. Permits. The Contractor warrants that it possesses and will maintain throughout the term of this Agreement all Federal, State, and local permits required to perform Recycling Services at the Transfer Area and Recycling Facility.
4.4. Minimum Amount of Service. The Contractor shall devote sufficient time to perform services under this Agreement efficiently and effectively. The Contractor may represent, perform services for and be employed by additional individuals or entities, in the Contractor's sole discretion, if the performance of these extracontractual services does not interfere with or present a conflict with the City's business.
4.5. Liability, Ownership, and Control. The Contractor will assume all liability, ownership, and control for Unsorted Materials, excluding Hazardous Waste.
Notwithstanding the foregoing, Contractor agrees to arrange for the proper disposal of de minimis Hazardous Waste that is inadvertently delivered to the Contractor by the City or its subcontractor(s). When the City delivers more than a de minimis amount of Hazardous Waste materials, the City will work with the Contractor to remediate the hazardous condition.
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4.6. Environmental Controls. The Contractor will implement the necessary environmental controls while receiving Unsorted Materials at the Transfer Area to maintain compliance with applicable laws and regulations.
4.7. Tools and Equipment. Except as otherwise stated in this Agreement, the Contractor will provide all tools and equipment necessary to fulfill their obligations under this Agreement.
4.8. Status. The Contractor (including its employees) is an independent Contractor.
No employer/employee relationship exists between the Contractor and the City.
The Contractor's assigned personnel shall not be entitled to any benefits payable to employees of City. The City is not required to make any deductions or withholdings from the compensation payable to Contractor under this Agreement.
4.9. Indemnification. To the fullest extent permitted by law, the Contractor shall indemnify, defend (with independent counsel approved by the City) and hold harmless the City, and its directors, officers, and employees from and against all liabilities (including without limitation all claims, losses, damages, penalties, fines, and judgments, associated investigation and administrative expenses, and defense costs, including but not limited to reasonable attorneys' fees, court costs and costs of alternative dispute resolution) regardless of nature or type that arise out of, pertain to, or relate to the negligence, reckless, or willful misconduct of the Contractor or the acts or omissions of an employee, agent or subcontractor of the Contractor. The provisions of this paragraph survive completion of the services or the termination of this Agreement. The provisions of this section are not limited by the provisions of the section relating to insurance.
4.10. Assignment and Subcontracting. The Contractor may not assign, novate, or otherwise transfer (including transfer by operation of law) this Agreement or the obligations and rights hereunder, except as identified in Exhibit A, Section 1.1.7.
Any other assignment, novation or transfer (including transfer by operation of law) of this Agreement or the obligations and rights shall not occur without the express written consent of the City, which consent will not be unreasonably withheld. Any attempted assignment, novation, or other transfer made in violation of this Agreement is void and has no effect.
5. Miscellaneous.
5.1. Notices. All communication relating to the day-to-day activities of this Agreement shall be exchanged between a designated representative of the City and a representative of the Contractor.
All notices to the Parties shall be addressed as follows unless a written change is filed with the City:
City: Contractor:
Shad S. Springer, P.E., MPA Susan VanDelinder
City of Santa Maria Cold Canyon Land Fill, Inc.
Utilities Department PO Box 1270
2065 East Main Street Diamond Springs, CA 96619
Santa Maria, CA 93454
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If the designated representative or address of either Party changes during the term of this Agreement, a written notice shall be given to the other Party prior to the effective date of change. Any written notices required under this Agreement shall be effective five (5) days after deposit into United States mail, postage prepaid, addressed to the designated representative, or upon confirmation of receipt of delivery if another notification process is used.
5.2. Integration. This Agreement constitutes the entire agreement of the Parties with respect to the subject matter. All modifications, amendments, or waivers of the terms of this Agreement must be in writing and signed by the appropriate representatives of the Parties.
5.3. Interpretation. This Agreement shall be interpreted in accordance with the laws of the State of California.
5.4. Jurisdiction. Jurisdiction and venue of all disputes over the terms of this Agreement shall be in Northern Santa Barbara County.
5.5. Dispute Resolution. Any controversy, dispute, or claim arising out of or relating to this Agreement will be exclusively settled by arbitration under the laws of the State, in accordance with the rules of the American Arbitration Association. The Parties agree to consolidation of any arbitration between them with any other arbitration involving, arising from, or relating to this Agreement. The Parties hereto accept the jurisdiction of the courts of the State for the purposes of commencing, conducting, and enforcing an arbitration proceeding. The Parties will continue with its responsibilities under this Agreement during any dispute.
Any decision of an arbitrator engaged under this Article is final, binding, and enforceable upon both Parties. The Parties will bear the costs and expenses incurred by it in connection with such arbitration processes. The cost of any independent decision maker will be shared equally between the Parties.
5.6. Warranty of Authority. Each person signing this Agreement on behalf of a Party warrants that he or she has authority to do so.
5.7. No Waiver. Failure to enforce with respect to a default shall not be construed as a waiver.
5.8. Severability. The provisions of this Agreement are severable. If any part of this Agreement is held invalid by a court of competent jurisdiction, the remainder of the Agreement shall remain in full force and effect unless amended or modified by mutual written consent of the Parties.
5.9. Submittals. In addition to any other submittals required by this Agreement, the Contractor shall submit copies of its current business license before beginning work under this Agreement.
5.10. Prevailing Wage. If applicable, the Contractor and all subcontractors are required to pay the general prevailing wage rates of per diem wages and overtime and holiday wages determined by the Director of the Department of Industrial Relations under Section 1720 et seq. of the California Labor Code. The Director's determination is on file and open to inspection online at http://www.dir.ca.gov and is referred to and made a part hereof; the wage rates {00103396.DOCX.}
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therein ascertained, determined, and specified are referred to and made a part hereof as though fully set forth herein.
5.11. Independent Contractor Status. The Parties intend that the Contractor, in performing the Recycling Services specified herein, is acting independently and that the Contractor will control the work and the manner in which it is performed.
This Agreement is not intended and may not be construed to create the relationship between the Parties of agent, servant, employee, partnership, joint venture, or association. Each Party, or its subcontractors, as appropriate, are solely liable and responsible for providing all compensation and benefits due to, or on behalf of, all persons performing work on its behalf in connection with this Agreement. Neither Party has any liability or responsibility for the payment of any salaries, wages, unemployment benefits, disability benefits, Federal, State, nor local taxes, or other compensation, benefits, or taxes for any personnel provided by or on behalf of the other Party.
5.12. Workers' Compensation. The Parties understand and agree that all persons performing work pursuant to this Agreement are, for purposes of Workers' Compensation liability, solely employees of that Party and not employees of the other Party. Each Party is solely liable and responsible for furnishing any and all Workers' Compensation benefits to its employees (if applicable) as a result of any injuries arising from or connected with any work performed by or on behalf of that Party pursuant to this Agreement.
5.13. No Third -Party Beneficiary. This Agreement is intended solely for the benefit of the Parties hereto, and no third party has any right or interest in any provision of this Agreement or because of any action or inaction by any Party in connection therewith.
5.14. Conflict of Interest. The Contractor represents and warrants that the Contractor has no business, professional, personal, or other interest, including, but not limited to, the representation of other clients, that would conflict in any manner or degree with the performance of its obligations under this Agreement. If any such actual or potential conflict of interest arises under this Agreement, Contractor shall immediately inform the City in writing of such conflict. If, in the reasonable judgment of the City, such conflict poses a material conflict to and with the performance of Contractor's obligations under this Agreement, then the City may terminate the Agreement immediately upon written notice to Contractor; such termination of the Agreement shall be effective upon the receipt of such notice by Contractor. The Contractor may represent, perform services for and be employed by additional individuals or entities, in the Contractor's sole discretion, as long as the performance of these extra contractual services does not interfere with or present a conflict with the City's business.
5.15. Force Maieure. Any delay or failure of either Party to perform its obligations hereunder shall be suspended if, and to the extent, caused by the occurrence of a Force Majeure. In the event that either Party intends to rely upon the occurrence of a force majeure to suspend or to terminate its obligations, such Party shall notify the other Party in writing, in accordance with the requirements of Section 5.1 within two (2) business days after becoming aware of the Force Majeure, or as soon as reasonably possible, setting forth the particulars of the (00103396.DOCX.)
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circumstances. Written notices shall likewise be given after the effect of such occurrence has ceased.
"Force Majeure" means riots, wars, civil disturbances, labor strikes, insurrections, acts of terrorism, epidemics, pandemics, acts of nature whose effects prevent effective communication or safe passage of vehicles upon State or Federal highways for a continuing period of not less than twenty-four (24) hours and Federal or State government orders, any of which is beyond the reasonable anticipation of the applicable Party and which prevents performance of this Agreement, but only to the extent that due diligence is being exerted by the applicable Party to resume performance at the earliest possible time.
5.16. Authorization. Each Party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations set forth herein. The representative(s) signing this Agreement on behalf of each Party represents that he/she has the authority to execute this Agreement on behalf of the applicable Party and to bind it to its contractual obligations hereunder.
5.17. Entire Agreement and Order of Precedence. This Agreement and all Attachments and Exhibits hereto, and all referenced documents constitute the entire Agreement between the Parties with respect to the matters herein, and integrates, merges, and supersedes all prior negotiations, representations, or agreements relating thereto, whether written or oral, except to the extent they are expressly incorporated herein. The provisions of this Agreement and accompanying documents are to be construed and interpreted as consistent whenever possible. Any conflicts in this Agreement and the accompanying documents will be resolved in accordance with the following descending order of precedence:
1. Exhibit "A" Services to be Performed
2. Exhibit "B" Compensation Rate Process
3. Terms of this Agreement
4. Exhibit "C" Insurance
CONTINUED ON NEXT PAGE
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IN WITNESS WHEREOF, this Agreement is executed by the Parties on the date first written above.
"Contractor" "City"
COLD CANYON LAND FILL, INC. CITY OF SANTA MARIA
a California corporation a political subdivision
of the State of California
By: By:
SUSAN VANDELINDER SHAD S. SPRINGER, P.E., MPA
Division Vice President Director of Utilities
ATTEST
By:
RHONDA M. WHITE, CMC
Chief Deputy City Clerk
APPROVED AS TO FORM
Risk Manager
City Attorney
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EXHIBIT "A"
SERVICES TO BE PERFORMED
1. Services to be Performed.
1.1. Acceptance and Transfer of Materials
1.1.1.The Contractor shall grant priority to City solid waste collection vehicles in receiving Unsorted Materials to minimize the City's delivery and waiting times at the Transfer Area.
1.1.2.The Transfer Area will be available to receive Unsorted Materials from 5:30 a.m. to 4:00 p.m. Monday through Saturday, and other times as may be mutually agreed upon by the Parties. Any and all costs (included but not limited to permits) associated with the Transfer Area shall be borne by the Contractor.
1.1.3.The Contractor will utilize certified truck scale(s) to weigh and process all Unsorted Materials received from the City and provide to the City calibration certifications upon request.
1.1.4.The Contractor will weigh all outbound vehicles utilizing SMRL scales for Unsorted Materials loaded at the Transfer Area.
1.1.5.The Contractor may not receive any materials from other agencies at SMRL without prior written authorization from the City. Authorization from the City will not occur until agreeable terms, conditions, and compensation are provided to the City. Both parties agree to negotiate in good faith to develop those agreeable terms.
1.1.6. Notwithstanding anything herein to the contrary: the Contractor shall have no obligation to accept and the City shall not deliver nor cause to be delivered any material which is or contains, or which the Contractor reasonably believes to be or contain, radioactive, volatile, corrosive, highly flammable, explosive, biomedical, infectious, biohazardous, toxic or hazardous material as defined by applicable federal, state or local laws or regulations ("Unacceptable Waste").
1.1.7. The Contractor may subcontract with MarBorg Industries to perform services in Exhibit A, Sections 1.1.1, 1.1.2, 1.1.3, and 1.1.4 to bring the Unsorted Materials to the Contractor's Recycling Facility. The Contractor will be responsible for any compensation on the subcontract with MarBorg Industries.
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1.2. Disposal Requirements
1.2.1.The Contractor or subcontractor will deliver for disposal at its sole cost and expense all Residual Materials from the processing of City's Unsorted Materials to the SMRL. The City will invoice the Contractor monthly for disposal of Residual Material at the posted gate rate for general refuse ($79.00 per Ton at the time this Agreement was executed). The total Tons of Residual Materials delivered to SMRL by the Contractor will based on the composition profile of the latest Waste Characterization Study.
1.2.2. The Contractor will divert at its sole cost and expense all Unsorted Materials to an alternate location for Recycling Services if the Contractor is unable to accept the Unsorted Materials delivered by the City.
1.3. Processing of Materials
1.3.1.AII Recyclable Materials sorted from the performance of the Recycling Services must meet or exceed Secondary Materials Market specifications.
1.3.2.The Contractor may not sell, transfer, donate, assign, loan, or utilize in whole or part any Non -Recyclable or Residual Materials.
1.4. Waste Characterization Studies
1.4.1.The Contractor will perform an initial Waste Characterization Study within the first sixty (60) days of the term of this Agreement. Thereafter the Contractor will perform Waste Characterization Studies twice a year to accurately reflect the makeup of Unsorted Materials received from the City from the single -stream recycling collection program.
1.4.2. The Contractor will provide the City a seven (7) business day prior notice of its intentions to perform a Waste Characterization Study.
1.4.3.The Contractor will submit a draft work plan for each Waste Characterization Study for approval by the City prior to performing the required Waste Characterization Studies.
1.4.4.The Contractor agrees to amend the draft work plan based on any comments from the City.
1.5. Curbside Supplemental Payment Program
1.5.1.The Contractor will, on behalf of the City, complete and submit to CalRecycle any necessary documentation for the Curbside Supplemental Payment program.
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1.5.1.1. The Contractor will obtain authorization from City for all documents completed on behalf of the City prior to submittal to CalRecycle.
1.5.2.The City will retain all revenues from the Curbside Supplemental Payment Program.
1.6. Quarterly Reporting
1.6.1.The Contractor will submit to the City quarterly reports pertaining to Recyclable Materials and Residual Materials tonnages delivered by the City to the Contractor. The reports will contain sufficient information to allow the City to reconcile with the CalRecycle Recycling and Disposal Reporting System.
1.6.2.The Contractor must retain all records associated with the work performed under this Agreement for a period of five (5) years from the date of the work. Upon request, the Contractor must make available such records to the City for review or audit by the City or its representatives.
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EXHIBIT "B"
COMPENSATION RATE PROCESS
I. Invoicing
The Contractor shall submit an invoice to the City monthly for the Recycling Services conducted during the prior month consistent with the procedures described herein. Invoices shall include appropriate copies of the Index Commodities and other supporting documentation. The City shall promptly process invoices from the Contractor.
II. Compensation Rate Process
The Contractor is authorized to charge the City a Base Processing and Transfer Fee of one hundred and fifty dollars and zero cents ($150.00) per Ton for Unsorted Materials delivered by the City to the Contractor.
Beginning July 1, 2023 and every July thereafter, the Base Processing and Transfer Fee will adjust annually based on the change in the Consumer Price Index ("CPI") for All Urban Consumers, Series ID CUURS49ASAO, for all items in the Los Angeles, Long Beach, Anaheim, California areas, from May to May. The CPI is published monthly by the U.S. Department of Labor, Bureau of Labor Statistics, not to exceed two (2) percent per year. Any excess CPI increase over two (2) percent will be carried forward year to year until no excess CPI remains.
Each month the Contractor will invoice the City for performing Recycling Services.
Each month the Contractor will provide a credit to the Base Processing and Transfer Fee based on the value of the Recyclable Materials. The value of the Recyclable Materials is based on the current commodity market values ("Index Value"), the various proportion of the Commodities ("Percentage of Commodity in Index"), CRV rates, and Transportation Cost, resulting in an Effective Processing and Transportation Fee paid by the City to the Contractor. For each monthly invoice, the Effective Processing and Transportation Fee may increase or decrease as changes in the recycling market occur.
From time to time as needed, the Parties agree to negotiate in good faith regarding an adjustment to the Base Processing and Transfer Fee and Total Adjusted Index Value Credits to reflect unanticipated costs or revenues to the Contractor related to processing services, such as changes in law, including new, increased, or reduced fees or charges, imposed by a governmental entity.
The Contractor will utilize Table 1, Example 1, and the corresponding information when determining the Effective Processing and Transportation Fee to charge the City.
CONTINUED ON NEXT PAGE
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Table 1 Summary
Table 1 below provides the calculated per Ton value of the City's Recyclable Materials.
The current Transportation Costs have been applied, including the February 2022 Index Values based on the Waste Characterization Study performed by Contractor in February 2021. Where applicable, the relevant pricing Index is listed. Other commodity prices are based on the Spot Market, resulting in a Total Adjusted Index Value of $73.39.
TABLE 1
Commodity'
I Commodity Values I Per Ton
Waste Stream
Index Value
Recycling
Index'
CRV °
Trans-
portation
Cost'
FOB
Price'
Percentage
of Commodity
In Index
Adjusted
Index Value °
(Feb 2022)
Aluminum
$ 2,080.00
RM.net"
3,244.15
5,324.15
0.1400%
$ 7.45
Glass
(40.00)
RM.net'°
147.80
(63.33'
44.47 14.0800%
6.26 HDPE color
310.00
RM.net"
107.94
417.94
0.8875%
3.71 HDPE natural
950.00
RM.net'°
107.94
1,057.94
0.9475%
10.02 Mixed paper
50.00 RM.net°
$ 50.00
5.7350%
2.87 MRP
140.00
RM.net"
140.00
0.3850%
0.54 Nonrecoverable materials / residuals
(79.00)
(79.00)
26.3700%
(20.83)
OCC
85.00 RM.net'°
85.00 47.3500%
40.25 ONP 8
N/A
PETE 1
470.00
RM.net°
1,391.15
1,861.15
0.9650%
17.96 Scrap aluminum
235.00
Spot Market-$5.00/ton"
(54.93)
180.07
0.2100%
0.38 Scrap metal
70.00 Spot Market-$5.001ton'°
70.00 1.6350%
1.14 Shred paper
N/A
Tin
260.00 RM.net" 260.00
1.4000%
3.64 Total Adjusted Index Value
100.0000%
$ 73.39'
NOTE 1 The Commodity(ies) and Recycling Index will not change unless the Agreement is amended.
NOTE 2 The Index Value will be the highest regional average value reported monthly for RecyclingMarket.net and Spot Market Commodities. All Commodity Index Values will be calculated based on their short Ton value.
NOTE 3 The CRV rate will be reviewed and updated semi-annually.
NOTE 4 The Transportation Costs will be updated monthly as determined by taking the most current freight load costs from the Contractor hauler for the given month.
NOTE 5 The FOB Price is the net value of the Commodity calculated by subtracting the Transportation Cost from the sum of the Commodity Index Value and CRV. It shall be noted for Commodity Index Values derived from the Recyclingmarkets.net ("RM.net") Index includes the Transportation Cost except for glass.
NOTE 6 The Adjusted Index Value is calculated by multiplying the FOB Price to the Percent of Commodity Value in Index.
NOTE 7 The Total Adjusted Index Value is the sum of all Adjusted Index Values.
NOTE 8 Recyclingmarkets.Net, Secondary Fiber Pricing, Regional Average Price, Market Region 7, Southwest USA, PS 54, FOB.
NOTE 9 Recyclingmarkets.Net, Secondary Materials Pricing, Regional Average Price, Market Region 7, Los Angeles (Southwest USA), PET Baled, FOB.
NOTE 10 Recyclingmarkets.Net, Secondary Materials Pricing, Regional Average Price, Market Region 7.
Los Angeles (Southwest USA), Natural HDPE, FOB.
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NOTE 11 Recyclingmarkets.Net, Secondary Materials Pricing, Regional Average Price, Market Region 7.
Los Angeles (Southwest USA), Colored HDPE, FOB.
NOTE 12 Recyclingmarkets.Net, Secondary Materials Pricing, Regional Average Price, Market Region 7.
Los Angeles (Southwest USA), Aluminum Cans Sorted, FOB.
NOTE 13 Recyclingmarkets.Net, Secondary Materials Pricing, Regional Average Price, Market Region 7.
Los Angeles (Southwest USA), Steel Cans Sorted And Baled, FOB.
NOTE 14 Actual Price Received From Market Less $5/Ton, Recyclingmarkets.Net Index Unavailable For Scrap.
NOTE 15 Recyclingmarkets.Net, Secondary Fiber Pricing, Regional Average Price, Market Region 7.
Southwest USA, PS 11, FOB.
NOTE 16 Recyclingmarkets.Net, Secondary Materials Pricing, Regional Average Price, Market Region 7.
Los Angeles (Southwest USA), Mixed Bulky Rigid, FOB
NOTE 17 Actual Price Received From Market Less $5/Ton, Recyclingmarkets.Net Index Unavailable For Scrap.
NOTE 18 Recyclingmarkets.Net, Secondary Materials Pricing, Regional Average Price, Market Region 7.
Los Angeles (Southwest USA), 3 Mix, Not FOB.
The Contractor will pay the City one hundred (100) percent of the Total Adjusted Index Value up to and including $65.00 per Ton.
For Total Adjusted Index Value above $65.00 per Ton, The Contractor will pay the City fifty (50) percent of the Total Adjusted Index Value for the portion of the Total Adjusted Index Value above $65.00.
Example 1 provides the Effective Processing and Transportation Fee per Ton to the City utilizing the Total Adjusted Index Value of $73.39 in Table 1.
EXAMPLE 1
Base Processing and Transfer Fee (Per Ton)
$150.00
Total Adjusted Index Value Credit up to $65.00
($65.00)
50% of Total Adjusted Index Value Credit above $65.00
($4.20)
Effective Processing and Transportation Fee (Per Ton)
$80.80
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EXHIBIT "C"
INSURANCE
The Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Contractor, his/her agents, representatives, or employees. If the Contractor maintains broader coverage and/or higher limits than the minimums shown below, the City requires and shall be entitled to the broader coverage and/or higher limits maintained by the Contractor. 1) Minimum Scope of Insurance
a) Coverage shall be at least as broad as:
i) Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001), including products and completed operations, property damage, bodily injury and personal & advertising injury. ii) Insurance Services Office Business Auto Coverage Form Number CA 00 01 covering any auto (Code 1); if Contractor has no owned autos, covering hired (Code 8) and non -owned autos (Code 9).
iii) Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance.
iv) Errors and Omissions liability insurance appropriate to the Contractor's profession.
2) Minimum Limits of Insurance
a) Contractor shall maintain limits no less than:
i) General Liability - $2,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. ii) Automobile Liability - $1,000,000 per accident for bodily injury and property damage.
iii) Workers' Compensation: Statutory limits.
iv) Employer's Liability - $1,000,000 per accident for bodily injury or disease. v) Errors and Omissions Liability - $1,000,000 per occurrence or claim, $2,000,000 aggregate.
3) (RESERVED)
4) Other Insurance Provisions
a) The liability policies are to contain, or be endorsed to contain, the following provisions:
i) The City of Santa Maria, its officers, officials, employees and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment fumished in connection with such work or operations. General liability coverage can be provided in the form or an endorsement to the Contractor's insurance (at least as broad as ISO Form CG {00103396.DOCX.}
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20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38 and CG 20 37 forms if later revisions are used).
ii) For any claims related to this project, the Contractor's insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees or volunteers shall be excess of the Contractor's insurance and shall not contribute with it.
iii) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled or reduced, except with notice to the City specifying the title of the authorized project. All notices provided pursuant to authorized work shall be given to the City representative listed for notice and shall specify the title of this project. Notice may be given by overnight mail, facsimile with confirmation of receipt, or certified mail with return -receipt requested.
iv) The Contractor hereby grants to the City a waiver of any right to subrogation which any insurer of said Contractor may acquire against the City by virtue of the payment of any loss under such insurance. The Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.
v) If any of the required policies provide claims -made coverage:
(1) The Retroactive Date must be shown, and must be before the date of the contract or the beginning of contract work.
(2) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. (3) If coverage is cancelled or non -renewed, and not replaced with another claims -made policy form with a Retroactive Date prior to the contract effective date, the Contractor must purchase "extended reporting" coverage for a minimum of five (5) years after completion of work. 5) Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City.
6) Verification of Coverage
a) The Contractor shall furnish the City with original certificates and amendatory endorsements of the applicable policy language effecting coverage required by this clause.
b) All certificates and endorsements are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor's obligation to provide them. c) (RESERVED)
7) Special Risks or Circumstances
The City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. {00103396.DOCX.}
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EXHIBIT "D"
TRANSFER AREA MAP
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RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF SANTA MARIA, CALIFORNIA, APPROVING AN
AGREEMENT FOR SERVICES WITH COLD CANYON LAND
FILL, INC. FOR PROCESSING RECYCLABLE MATERIALS
WHEREAS, the City of Santa Maria ("City") recycling program includes collecting, transporting, and processing single -stream recyclable materials; and WHEREAS, in January 2022, the Utilities Department released a Request for Proposals to solicit proposals from qualified firms for the processing of single -stream recyclable materials collected by the City; and
WHEREAS, a selection committee determined that a proposal from Waste Connections of California, Inc. dba Cold Canyon Land Fill, Inc. best met the needs of the City; and
WHEREAS, the Utilities Department negotiated the terms of an agreement for Cold Canyon Land Fill, Inc. to provide the recycling services required by the City; and WHEREAS, execution of the agreement enables the City to continue to meet its diversion requirements as mandated by the State of California and allows residents and businesses to continue maximizing their recycling efforts.
NOW, THEREFORE, IT IS HEREBY RESOLVED by the City Council of the City of Santa Maria, California, as follows:
1. Authorizes the City Manager, or designee, to enter into an Agreement for Services for Processing Recyclable Materials with Cold Canyon Land Fill, Inc., incorporated herein by reference; and
2. Authorizes the City Manager, or designee, to enter into future extensions or amendments to the Agreement for Services for Processing Recyclable Materials, consistent with the terms of the agreement, to ensure the continued processing of recyclable materials; and
3. Authorizes the Chief Deputy City Clerk to make minor changes herein to address clerical errors, so long as substantial conformance of the intent of this document is maintained. In doing so, the Chief Deputy City Clerk shall consult with the City Manager and City Attorney concerning any changes deemed necessary.
/1/
PASSED AND ADOPTED at a regular meeting of the City Council of the City of Santa Maria, California, held this 21St day of June 2022.
ATTEST:
Chief Deputy City Clerk
Mayor
APPROV = Tc eRM:
City Aorney
APPRO _■ eJ O �,ci? NT:
City M4hager
rector