AGR-5444.B - CR&R INC - INTEGRATED SOLID WASTE MANAGEMENT AND STREET SWEEPING SERVICESUocuSlgn Envelope ID: 12E0B732-9FCE-4EE7-AF91-38E8740AE882
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RESTATED AND AMENDED AGREEMENT
BETWEEN
CITY OF ORANGE
AND
CR&R INCORPORATED
FOR
INTEGRATED SOLID WASTE MANAGEMENT
AND STREET SWEEPING SERVICES
DocuSign Envelope ID: 12E0B732-9FCE-4EE7-AF91-38E8740AE882
Table of Contents
1. DEFINITIONS 4
1.1 AB 341 4
1.2 AB 939 4
1.3 AB 1826 4
1.4 AB 1594 4
1.5 AB 2176 4
1.6 Affiliate 5
1.7 Agreement 5
1.8 Applicable Law 5
1.9 Back-haul 5
1.10 BASIC Score 6
1.11 Billings 6
1.12 Bin 6
1.13 Bin Service 6
1.14 Black Container 6
1.15 Black Container Waste 6
1.16 Blue Container 6
1.17 Bulky Items 7
1.18 C&D 7
1.19 C&D Processing Facility 7
1.20 CalRecycle 7
1.21 California Code of Regulations or CCR 7
1.22 Cart 8
1.23 Cart Collection Service 8
1.24 City 8
1.25 City Manager 8
1.26 Collect/Collection 8
1.27 Commercial or Commercial Business 8
1.28 Commercial Premises 9
1.29 Commercial Edible Food Generators 9
1.30 Compactor 9
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DocuSign Envelope ID: 12E0B732-9FCE-4EE7-AF91-38E8740AE882
City of Orange
Integrated Solid Waste Management and Street Sweeping Agreement
1.31 Complaint 9
1.32 Compliance Reviews 9
1.33 Compost 9
1.34 Compostable Plastics 10
1.35 Construction and Demolition Debris 10
1.36 Containers 10
1.37 Container Contamination 10
1.38 Contamination Fee 10
1.39 Contractor 10
1.40 Contractor Compensation 10
1.41 CPI 11
1.42 Curb Mile 11
1.43 Customer 11
1.44 Disaster 11
1.45 Disposal 11
1.46 Disposal Site(s) 11
1.47 Diversion 11
1.48 Drainage Area Management Plan 12
1.49 Edible Food 12
1.50 Effective Date 12
1.51 Electronic Waste 12
1.52 Environmental Laws 12
1.53 Excluded Waste 13
1.54 Facility 13
1.55 Food Recovery 13
1.56 Food Recovery Organization 13
1.57 Food Recovery Service 14
1.58 Food Scraps 14
1.59 Food Service Provider 14
1.60 Food-Soiled Paper 14
1.61 Food Waste 14
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DocuSign Envelope ID: 12E0B732-9FCE-4EE7-AF91-38E8740AE882
City of Orange
Integrated Solid Waste Management and Street Sweeping Agreement
1.62 Franchise 14
1.63 Green Container 15
1.64 Green Waste 15
1.65 Green Waste Processing Facility 15
1.66 Grocery Store 15
1.67 Gross Receipts 15
1.68 Hauler Route 15
1.69 Hazardous Substance 16
1.70 Hazardous Waste 16
1.71 Household Hazardous Waste ("HHW") 16
1.72 Household Sharps Waste 16
1.73 Hot Spot Route 17
1.74 Inclement Weather 17
1.75 Landfill 17
1.76 Large Event 17
1.77 Large Venue 17
1.78 Materials Recovery Facility("MRF") 17
1.79 Mulch 18
1.80 Multi- Family Residential Dwelling, Multi-Family Residential, or Multi-Family 18
1.81 Non-Collection Notice 18
1.82 Non-Compostable Paper 18
1.83 Non-Organic Recyclables 19
1.84 Notice of Violation 19
1.85 Organic Recycling 19
1.86 Organic Waste 19
1.87 Organic Waste Generator 19
1.88 Owner 19
1.89 Parking Lot 19
1.90 Person 20
1.91 Premises 20
1.92 Process, Processed, or Processing 20
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DocuSign Envelope ID: 12E0B732-9FCE-4EE7-AF91-38E8740AE882
City of Orange
Integrated Solid Waste Management and Street Sweeping Agreement
1.93 Prohibited Container Contaminants 20
1.94 Rate Year 20
1.95 Recovery 20
1.96 Recycling 21
1.97 Recyclable Materials or Recyclables 21
1.98 Recycled Content Paper 21
1.99 Refuse 21
1.100 Renewable Natural Gas 21
1.101 Residential 21
1.102 Residential Premises 21
1.103 Re-Sweeps 22
1.104 Roll-off Box 22
1.105 Roll-off Collection Service 22
1.106 Roll-off Compactor 22
1.107 Route Review 22
1.108 SB 1383 22
1.109 SB 1383 Regulations 23
1.110 Self-hauler(or Self-haul)23
1.111 Service Level 23
1.112 "Single-Family Residential Dwelling", "Single-Family Residential"or"Single-Family" 23
1.113 Solid Waste 23
1.114 Solid Waste Handling Services 24
1.115 Source Separated 24
1.116 Source Separated Blue Container Organic Waste (SSBCOW) 24
1.117 Source Separated Green Container Organic Waste (SSGCOW) 24
1.118 Source Separated Recyclable Materials 24
1.119 Special Sweeps 24
1.120 State 25
1.121 Streets 25
1.122 Street Sweeping 25
1.123 Street Sweeping Debris 25
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DocuSign Envelope ID: 12E08732-9FCE-4EE7-AF91-38E8740AE882
City of Orange
Integrated Solid Waste Management and Street Sweeping Agreement
1.124 Street Sweeping Routes 25
1.125 Term 25
1.126 Tier One Commercial Edible Food Generators 25
1.127 Tier Two Commercial Edible Food Generators 26
1.128 Temporary Bin Collection Service 26
1.129 Temporary Roll-off Box Collection Service 26
1.130 Transfer 27
1.131 Transfer Station 27
1.132 Transformation 27
1.133 Transformation Facility 27
1.134 Travel Speed 27
1.135 Universal Waste 27
1.136 Waste Evaluation 28
1.137 Waste Generator 28
1.138 White Goods 28
1.139 Work Day 28
2. GRANT AND ACCEPTANCE OF FRANCHISE 29
2.1 Grant and Acceptance of Franchise, Indemnity of Award 29
2.2 Enforcement of Exclusivity 29
2.3 Effective Date 30
2.4 Term of Agreement-Solid Waste 30
2.5 Option to Extend Term 30
2.6 Representations and Warranties of Contractor 30
2.7 Conditions to Effectiveness of Agreement 33
2.8 Delegation of Authority 33
2.9 Limitations to Scope 33
2.10 City's Right to Direct Changes 35
2.10.1 General 35
2.10.2 New Diversion Programs 35
2.11 Ownership of Solid Waste 36
2.12 Contractor Authorization 36
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DocuSign Envelope ID: 12E0B732-9FCE-4EE7-AF91-38E8740AE882
City of Orange
Integrated Solid Waste Management and Street Sweeping Agreement
2.13 Permits and Licenses 36
3. AMOUNTS PAID TO THE CITY 38
3.1 Payments to City 38
3.1.1 Retroactive Road Mitigation Reimbursement 38
3.1.2 Annual Road Mitigation Reimbursement 38
3.1.3 Annual Public Education Payment 38
3.1.4 Annual Administrative Payment 38
3.1.5 Annual Adjustment of City Payments 38
3.1.6 Timing of Payments 39
3.2 Facility Host Payment 39
4. DIRECT SERVICES— WASTE MANAGEMENT 40
4.1 Refuse 40
4.1.1 General 40
4.1.2 Residential Cart Refuse Collection 40
4.1.3 Alley Collection 40
4.1.4 Refuse Cart Overage 41
4.1.5 Backyard Service for the Disabled 41
4.1.6 Bin Refuse Collection 41
4.1.7 Commercial Premises Cart Service 42
4.1.8 Overflowing Commercial Containers 42
4.1.9 Roll-off Box Service 43
4.1.10 Roll-off Compactor Service to Plaza Customers 44
4.1.11 Temporary Bin Service 44
4.1.12 Scout Vehicles 44
4.1.13 Bin Pushout Service 44
4.1.14 Smaller Collection Vehicles 44
4.1.15 Locking Bins 45
4.1.16 Redelivery/Return Trip Fee 45
4.1.17 On-Call Bulky Item Pickup 45
4.1.18 Bulky Item Diversion 46
4.1.19 Diversion of Electronic and Other Special Wastes 46
4.2 Recycling 46
4.2.1 Single-family Recycling Collection 46
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DocuSign Envelope ID: 12E0B732-9FCE-4EE7-AF91-38E8740AE882
City of Orange
Integrated Solid Waste Management and Street Sweeping Agreement
4.2.2 Multi-family and Commercial Recyclables Collection 47
4.2.3 Warning Notice 47
4.2.4 Marketing and Sale of Recyclable Materials 48
4.2.5 Minimum Diversion Requirement 48
4.2.6 Construction and Demolition Debris Diversion 48
4.2.7 Edible Food Recovery Program 49
4.2.8 Optional Sharps Collection 49
4.2.9 Non-Profit Group Assistance 49
4.2.10 Horse Stable Bedding 49
4.3 Organics Collection Program 49
4.3.1 Single-family Organics Waste Collection 49
4.3.2 Multi-family Green Waste Collection 52
4.3.3 Commercial Green Waste and Wood Waste Collection 52
4.3.4 Commercial Roll-off Green Waste Collection 53
4.3.5 Commercial Food Waste Collection 53
4.3.6 Holiday Tree Collection Program 54
4.4 Cart Selection, Distribution and Exchanges 55
4.5 City Services 55
4.5.1 City Premises Collection 55
4.5.2 City-Sponsored Events 56
4.5.3 Street Litter Container Collection 56
4.5.4 Emergency Collection and Disposal Service 57
4.5.5 Street Sweepings Disposal 57
4.5.6 Abandoned Item Collection by City 57
4.5.7 Community Development Review Services 57
4.5.8 Large Venue Event Assistance, Event Recycling 57
4.5.9 Door-to-Door Household Hazardous Waste(HHW)Collection—Option 58
4.5.10 Storage Vans 58
4.5.11 Free Compost and Wood Chips 58
4.5.12 Organic Waste Product Procurement 58
4.5.13 Renewable Natural Gas 59
4.5.14 In-Office Recycling Containers for City Administrative Offices 59
4.5.15 In-Unit Recycling Containers 59
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DocuSign Envelope ID: 12E0B732-9FCE-4EE7-AF91-38E8740AE882
City of Orange
Integrated Solid Waste Management and Street Sweeping Agreement
4.5.16 Capacity Guarantee 60
4.5.17 Compliance Coordinators 61
4.5.18 Edible Food Recovery Program 61
4.6 Operations 63
4.6.1 Schedules 63
4.6.2 Vehicles 64
4.6.3 Containers 68
4.6.4 Litter Abatement 71
4.6.5 Personnel 71
4.6.6 Identification Required 73
4.6.7 Fees and Gratuities 73
4.6.8 Non-Discrimination 73
4.6.9 Routing and Coordination with Street Sweeping Services 73
4.6.10 Report of Accumulation of Solid Waste; Unauthorized Dumping 74
4.7 Transportation of Solid Waste 74
4.8 Approved Facilities 75
4.9 Status of Disposal Site 75
4.10 Dedicated Routes 75
4.11 Route Audit 75
4.12 Service Exceptions; Hazardous Waste Notifications 77
5. DIRECT SERVICES—STREET SWEEPING 79
5.1 General — Standards of Work and Contractor Responsibilities 79
5.2 Street Sweeping Areas 82
5.3 Inspection Rating System 82
5.4 Inspections, Meetings, and Documentation 83
5.5 Special Sweeps 83
5.6 Customer Service—Street Sweeping 84
5.7 Communication and Emergency Response 85
5.8 Safety—Street Sweeping 85
5.9 Street Sweeping Services 86
5.10 Sweeping Schedules 86
5.11 Training—Street Sweeper Operators 87
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DocuSign Envelope ID: 12E0B732-9FCE-4EE7-AF91-38E8740AE882
City of Orange
Integrated Solid Waste Management and Street Sweeping Agreement
5.12 Noise—Street Sweeping 88
5.13 Street Sweeping Equipment 88
5.14 Street Sweeping Equipment Location and Repair 90
5.15 GPS Equipment and Software 91
5.16 Customer Refunds for Missed Sweeps 92
6. OTHER SERVICES 93
6.1 Customer Billing and Contractor Compensation 93
6.1.1 Cart Billing 93
6.1.2 Bin, Roll-off and Temporary Services Billing 93
6.1.3 Start and Stop Service—Vacant Residential Units 93
6.1.4 Contractor's Invoices 94
6.1.5 Non-Payment;Collections;Suspension of Service 94
6.1.6 Exemption from Service 95
6.2 Customer Service 95
6.2.1 Local Office 95
6.2.2 Complaint Documentation 96
6.2.3 Resolution of Customer Complaints 96
6.2.4 Contract Liaison 96
6.2.5 Service Liaison 97
6.3 Education and Public Awareness 97
6.3.1 General 97
6.3.2 Implementation and On-going Education Requirements 97
6.3.3 Contractor Representative 98
6.3.4 Community Events 99
6.4 Contamination Monitoring 99
6.4.1 Route Reviews 99
6.4.2 Waste Evaluations 99
6.4.3 Recordkeeping and Reporting 100
6.5 Waste Generation/Characterization Studies 101
7. CONTRACTOR COMPENSATION AND RATES 102
7.1 General 102
7.2 Initial Rates 102
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DocuSign Envelope ID: 12E0B732-9FCE-4EE7-AF91-38E8740AE882
City of Orange
Integrated Solid Waste Management and Street Sweeping Agreement
7.3 Schedule of Future Adjustments 102
7.4 Method of Adjustments 103
7.4.1 Annual Rate Adjustment Percentage 103
7.4.2 Rate Adjustment Steps 104
7.5 Competitive Rate Guarantee 105
7.6 Extraordinary Adjustments 105
8. REVIEW OF SERVICES AND PERFORMANCE 108
8.1 Performance Review Meeting 108
8.2 Performance Satisfaction Survey 109
9. RECORDS, REPORTS AND INFORMATION REQUIREMENTS 110
9.1 General 110
9.2 Records 110
9.2.1 General 110
9.2.2 Financial Records 110
9.2.3 Solid Waste Records 111
9.2.4 CERCLA Defense Records 112
9.2.5 Disposal Records 112
9.2.6 Other Programs' Records 112
9.2.7 Audit 113
9.2.8 Payments and Refunds 113
9.3 Reports 113
9.3.1 Report Formats and Schedule 113
9.3.2 Monthly Reports 114
9.3.3 Annual Report 115
9.3.4 CalRecycle Electronic Annual Report 115
9.3.5 Financial Report 116
9.4 Reporting Adverse Information 116
9.5 Right to Inspect Records 116
9.6 Failure to Report 117
10. INDEMNIFICATION, INSURANCE, BOND AND LETTER OF CREDIT 118
10.1 Indemnification 118
10.2 Hazardous Substances Indemnification 119
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DocuSign Envelope ID:12E0B732-9FCE-4EE7-AF91-38E8740AE882
City of Orange
Integrated Solid Waste Management and Street Sweeping Agreement
10.3 Indemnification and Guarantee 120
10.4 Insurance 120
10.5 Faithful Performance Bond 124
10.6 Faithful Performance Letter of Credit 125
10.7 Forfeiture of Performance Bond 125
10.8 Forfeiture of Letter of Credit 125
10.9 Performance Security Beyond Service Term 126
11. CITV'S RIGHT TO PERFORM SERVICE 127
11.1 General 127
11.2 Billing and Compensation to City During City's Possession 128
11.3 City's Right to Relinquish Possession 128
11.4 City's Possession Not A Taking 128
11.5 Duration of City's Possession 129
12. DEFAULT, REMEDIES AND LIQUIDATED DAMAGES 130
12.1 Events of Default 130
12.2 Right to Terminate Upon Default and Right to Specific Performance 132
12.3 Liquidated Damages 133
12.4 Excuse from Performance 137
12.5 Notice, Hearing and Appeal of City Breach 138
12.6 Assurance of Performance 139
13. OTHER AGREEMENTS OF THE PARTIES 140
13.1 Relationship of Parties 140
13.2 Governing Law 140
13.3 Jurisdiction and Venue 140
13.4 Assignment 140
13.5 Contracting or Subcontracting 142
13.6 Binding on Assigns 143
13.7 Cooperation in Preparation for Termination or Expiration of Agreement 143
13.8 Parties in Interest 143
13.9 Waiver 143
13.10 Contractor's Investigation 144
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DocuSign Envelope ID: 12E0B732-9FCE-4EE7-AF91-38E8740AE882
City of Orange
Integrated Solid Waste Management and Street Sweeping Agreement
13.11 Condemnation 144
13.12 Notice 144
13.13 Representatives of the Parties 145
13.14 City Free to Negotiate with Third Parties 146
13.15 Compliance with Municipal Code, Local, State and Federal Law 146
13.16 Privacy 146
13.17 Proprietary Information, Public Records 146
14. MISCELLANEOUS PROVISIONS 147
14.1 Entire Agreement 147
14.2 Section Headings 147
14.3 References to Laws 147
14.4 Interpretation 147
14.5 Agreement 147
14.6 Severability 147
14.7 Exhibits 148
14.8 Attorneys' Fees 148
14.9 Signatures 149
Table of Exhibits
Exhibit A— Initial Maximum Rates—Single-family Residential
Exhibit B— Initial Maximum Rates—Commercial and Multi-family
Exhibit C— Initial Maximum Rates— Roll-off
Exhibit D— Initial Maximum Rates—Special Sweeps
Exhibit E— Example Rate Adjustment Calculation - Residential
Exhibit F— Example Rate Adjustment Calculation —Commercial and Roll-off
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DocuSign Envelope IL): 12E06732-9FGE-4EE7-AF91-38E8740AE882
RESTATED AND AMENDED AGREEMENT
This Restated and Amended Agreement for Integrated Solid Waste Management and
Street Sweeping Services (hereinafter the "Agreement") is entered into this 9tth day of
January 2024, by and between the City of Orange, California, a municipal corporation
City") and CR&R Incorporated, a California corporation ("Contractor"), for the collection,
transportation, recycling, processing, and disposal of solid waste and other services related
to meeting the goals and requirements of the California Integrated Waste Management Act.
RECITALS
WHEREAS,the California Legislature, by enactment of the California Integrated Waste
Management Act of 1989 ("AB 939") (California Public Resources Code Section 40000 et seq.),
has declared that it is in the public interest to authorize and require local agencies to make
adequate provisions for solid waste handling within their jurisdictions; and
WHEREAS, pursuant to the provisions of Public Resources Code Section 40059(a)(1),
the City of Orange ("City") is authorized to determine all aspects of solid waste handling which
are of local concern; and
WHEREAS, City is obligated to protect the public health and safety of the residents
and businesses of City, and collection of solid waste should be undertaken in a manner
consistent with the exercise of City's obligations for the protection of public health and safety;
and
WHEREAS, Public Resources Code Section 40059(a)(2) authorizes City to determine
whether solid waste handling services are to be provided by exclusive or non-exclusive
contract, whether the contract will be awarded with or without competitive bidding, and the
terms and conditions of any such contract; and
WHEREAS, pursuant to California Public Resources Code Section 49300 and 49500 et
seq., City has determined that the public health, safety, and well-being require that an
exclusive franchise be awarded to a qualified company for the collection, transfer and
transportation, recycling, processing, and disposal of solid waste and other services related
to meeting the diversion goals required by AB 939, and other requirements of the California
Integrated Waste Management Act; and
WHEREAS, City and CR&R ("Parties") entered into Agreement No. 5444, dated July 14,
2009, in which CR&R was granted an exclusive franchise for the collection, transfer and
transportation, recycling, processing and disposal of solid waste and other related services in
the City effective February 1, 2010, for an initial term of eight years. On September 12, 2017,
Agreement No. 5444 was extended for two (2) additional years, through January 31, 2020;
and
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DocuSign Envelope ID: 12E0B732-9FCE-4EE7-AF91-38E8740AE882
City of Orange
Integrated Solid Waste Management and Street Sweeping Agreement
WHEREAS, based on new laws adopted by the State of California, the Parties entered
into Agreement No. 5444A dated December 10, 2019, for both integrated solid waste
management and street sweeping services, for an initial term of five and a half (5 %) years,
beginning January 1, 2020 and expiring June 30, 2025, and subject to extensions
Agreement"); and
WHEREAS, the Parties now desire to make certain amendments to the Agreement to
provide for a new term, rate adjustments, payment of retroactive road mitigation repairs,
additional collection events, and other changes; and
WHEREAS, City declares its intention of maintaining reasonable rates and quality
service related to the collection, transfer and transportation, recycling, processing, and
disposal of solid waste and other services; and
WHEREAS, Parties continue to be mindful of the provisions of the laws governing the
safe collection,transport, recycling, processing and disposal of solid waste, including AB 939,
the Resource Conservation and Recovery Act ("RCRA"), and the Comprehensive
Environmental Response, Compensation and Liability Act ("CERCLA"). Parties desire to leave
no doubts as to their respective roles and to memorialize that by entering into this
Agreement, City is not hereby becoming an "arranger" or a "generator" as those terms are
used in CERCLA, and it is CR&R, not City, who is "arranging for" the collection from premises
in City, transport for disposal, composting or other processing, and recycling of municipal
solid waste which may contain hazardous substances; and further to confirm that as a
material inducement to City entering into this Agreement,CR&R has agreed to fully indemnify
City in connection with any claims, losses, liabilities, lawsuits or actions relating to the
inadvertent or intentional collection, transportation and/or disposal of hazardous materials
that may occur in connection with CR&R's performance under this Agreement; and
WHEREAS, Parties continue to be mindful of new laws adopted by the State of California
intended to divert recyclables and organic materials from being landfilled. AB 341 mandates
that commercial waste generators arrange for recycling services. AB 1826 mandates that
commercial waste generators recycle their organic waste. AB 1594 will exclude organic material
used as Alternative Daily Cover ("ADC") from the calculation of a jurisdiction's total per capita
amount of waste disposed. SB 1383 allows the Department of Resources Recycling and
Recovery ("CalRecycle") to implement new solid waste and recycling regulations on local
jurisdictions if significant progress has not been made in certain waste reduction goals by 2020;
and
WHEREAS, CR&R represents and warrants to City that it continues to possess the
experience, responsibility and qualifications to conduct recycling programs, to provide City
with information sufficient to meet City's reporting requirements under AB 939,to assist City
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DocuSign Envelope ID: 12E0B732-9FCE-4EE7-AF91-38E8740AE882
City of Orange
Integrated Solid Waste Management and Street Sweeping Agreement
in meeting City's other requirements under AB 939, to collect, transport and dispose of solid
waste in a safe manner which will minimize the adverse effects of collection vehicles on air
quality and traffic and has the ability to indemnify City against liability under CERCLA; and
WHEREAS, CR&R has the ability to provide such personnel, equipment and supplies
as are necessary to ensure City complies with the requirements of AB 939 and the Public
Resources Code; and
WHEREAS, City's primary goals in amending and restating the Agreement are ensuring
that solid waste collection and street sweeping services are of the highest caliber, that
customer satisfaction remains at the highest level, that the environment is protected, that
maximum diversion levels are achieved, and that materials collected are put to the highest
and best use.
THEREFORE, in consideration of the premises above stated and the terms,conditions,
covenants and agreements contained in this Agreement, the Parties do hereby agree as
follows:
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DocuSign Envelope ID: 12E0B732-9FCE-4EE7-AF91-38E8740AE882
City of Orange
Integrated Solid Waste Management and Street Sweeping Agreement
1. DEFINITIONS
The terms used in this Agreement shall have the meaning set forth in this Section 1. In the
event a term is not defined in this Section 1, then it shall have the meaning set forth in the
Orange Municipal Code or in Division 30, Part 1, Chapter 2 of the California Public Resources
Code (with precedence given to definitions in the Orange Municipal Code over conflicting
definitions contained in the Public Resources Code). Except as provided in this Section 1,
words beginning with lower case letters are being used with their common ordinary
meanings, not as defined terms. Otherwise, the following capitalized words and terms shall
have the following meanings:
1.1 AB 341
AB 341" means Assembly Bill 341 (Chapter 476, Statutes of 2011), as amended from time to
time and which places requirements on commercial businesses and Multi-Family property
owners that generate a specified threshold amount of solid waste to arrange for recycling
services and requires cities to implement a mandatory commercial and Multi-Family recycling
program.
1.2 AB 939
AB 939" means the California Integrated Waste Management Act of 1989 (California Public
Resources Code Section 40000 et seq.), as it may be amended from time to time.
1.3 AB 1826
AB 1826" means Assembly Bill 1826 (Chapter 727, Statutes of 2014) as amended from time
to time and which requires commercial businesses and Multi-Family property owners that
generate a specified threshold amount of solid waste, recyclable materials, and organic
materials per week to arrange for recycling services, and requires cities to implement a
mandatory commercial and Multi-Family organic waste recycling program.
1.4 AB 1594
AB 1594" means that state law adopted in 2015 that provides that the use of green material
as alternative daily cover is disposal and does not constitute Diversion through recycling.
1.5 AB 2176
AB 2176" means that state law adopted in 2004 regarding waste reduction at large
venues and events.
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DocuSign Envelope ID: 12E0B732-9FCE-4EE7-AF91-38E8740AE882
City of Orange
Integrated Solid Waste Management and Street Sweeping Agreement
1.6 Affiliate
Affiliate" means all businesses (including corporations, limited and general partnerships and
sole proprietorships) which are directly or indirectly related to Contractor by virtue of direct
or indirect ownership interest or common management shall be deemed to be "Affiliated
with" Contractor and included within the term "Affiliates" as used in this Agreement. An
Affiliate shall include a business in which Contractor owns a direct or indirect ownership
interest, a business which has a direct or indirect ownership interest in Contractor and/or a
business which is also owned, controlled or managed by any business or individual 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 Section 318(a)
of the Internal Revenue Code of 1986, as in effect on the date of this Agreement, shall apply;
provided, however, that (i) "ten percent (10%)" shall be substituted for "fifty percent (50%)"
in Section 318(a)(2)(C) and in Section 318(a)(3)(C) thereof; and (ii) Section 318(a)(5)(C) shall
be disregarded. For purposes of determining ownership under this paragraph and
constructive or indirect ownership under Section 318(a), ownership interest of less than ten
percent(10%) shall be disregarded and percentage interests shall be determined on the basis
of the percentage of voting interest or value which the ownership interest represents, which
is greater.
1.7 Agreement
Agreement means this Amended and Restated Franchise Agreement between the City of
Orange and CR&R Incorporated for Integrated Solid Waste Managements and Street
Sweeping Services including all exhibits and attachments.
1.8 Applicable Law
Applicable Law" means all Federal, State, and local laws, regulations, rules, orders,
judgments, decrees, permits, approvals, or other requirement of any governmental agency
having jurisdiction over the Collection, Transportation, Processing, and Disposal of discarded
materials that are in force on the Effective Date and as may be enacted, issued, or amended
during the Term of this Agreement. Applicable Law includes, but is not limited to, AB 939, AB
341, AB 1594, AB 1826, and SB 1383, and their corresponding regulations.
1.9 Back-haul
Back-haul" means Transporting Recyclable Materials or Organic Waste to a destination
owned and operated by the Waste Generator using the Waste Generator's own employees
and equipment.
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DocuSign Envelope ID: 12E0B732-9FCE-4EE7-AF91-38E8740AE882
City of Orange
Integrated Solid Waste Management and Street Sweeping Agreement
1.10 BASIC Score
BASIC Score" means the Behavior Analysis and Safety Improvement Category percentile
score assigned to motor carriers and determined by the Federal Motor Carrier Safety
Administration's Safety Measurement System to assess a carrier's safety risk. BASIC Scores
are also known as"CSA Scores." BASIC Scores are calculated on a zero to 100 percentile scale,
with 100 indicating the worst performance and zero indicating the best performance.
1.11 Billings
Billings" or "Billing" or "Bill" means the statements of charges provided to Customers for
services rendered by Contractor.
1.12 Bin
Bin" means a metal Container with hinged lids and wheels with a capacity of less than ten
10) cubic yards.
1.13 Bin Service
Bin Service" means Solid Waste Handling Services in which a Bin is used for the Collection of
Solid Waste.
1.14 Black Container
Black Container" has the same meaning as in 14 CCR Section 18982.2(a)(28) and shall be
used for the purpose of storage and Collection of Black Container Waste. Black Container
shall have the same meaning as "Refuse Cart," "Refuse Bin," or "Refuse Container."
1.15 Black Container Waste
Black Container Waste" means Solid Waste that is collected in a Black Container that is part
of a three-container organic waste Collection service that prohibits the placement of Organic
Waste and Recyclable Materials in the Black Container as specified in 14 CCR Sections
18984.1(a) and (b). Black Container Waste shall have the same meaning as "Refuse".
1.16 Blue Container
Blue Container" has the same meaning as in 14 CCR Section 18982.2(a)(5) and shall be used
for the purpose of storage and collection of Source Separated Recyclable Materials or Source
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Separated Blue Container Organic Waste. Blue Container shall have the same meaning as
Recycling Cart," "Recycling Bin," or "Recycling Container."
1.17 Bulky Items
Bulky Item" means Solid Waste that cannot and/or would not typically be accommodated
within a Cart including specifically: furniture (including chairs, sofas, mattresses, and rugs);
appliances (including refrigerators, ranges, washers, dryers, water heaters, dishwashers,
plumbing, small household appliances and other similar items, commonly known as "white
goods"); yard debris, Green Waste and small pieces of wood limited to one cubic yard of
contained material; electronic equipment (including stereos, televisions, computers and
monitors,VCRs, microwaves and other similar items commonly known as "brown goods" and
e-waste"); fluorescent bulbs; household batteries; and clothing. Bulky Items do not include
car bodies, tires, C&D or items requiring more than two persons to remove. Other items not
specifically included or excluded above will be Collected provided that they are not more than
eight feet in length,four feet in width, or more than 150 pounds. In the event a question ever
arises as to whether a specific item or category of items meets the definition of Bulky Items,
City shall be responsible to determine whether said definition shall apply, which
determination shall be final and binding on the Parties.
1.18 C&D
C&D" means Construction and Demolition Debris.
1.19 C&D Processing Facility
C&D Processing Facility" means any Facility that is designed, operated, and legally permitted
for the purpose of receiving and Processing C&D.
1.20 CalRecycle
CalRecycle" means the California Department of Resources Recycling and Recovery.
1.21 California Code of Regulations or CCR
CCR" means the State of California Code of Regulations. CCR references in this Agreement
are preceded with a number that refers to the relevant Title of the CCR (e.g., "14 CCR" refers
to Title 14 of CCR).
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1.22 Cart
Cart" means a plastic Container with a hinged lid and wheels serviced by an automated or
semi-automated truck with a capacity of no less than 32- and no greater than 101-gallons.
1.23 Cart Collection Service
Cart Collection Service" means Solid Waste Collection Service using Carts. This includes
service provided to Single-Family Premises (excluding those Single-Family Customers that
elect to use Bin Collection Service), Commercial Customers that generate small quantities of
Solid Waste and elect to use Cart Collection Service, and Multi-Family Customers with
individual storage capacity to store Carts with access to curbside service from side-loading
Collection vehicles.
1.24 City
City" means City of Orange, California, a municipal corporation, and all the territory lying
within the municipal boundaries of City as presently existing or as such boundaries may be
modified during the term of this Agreement.
1.25 City Manager
City Manager" means a Person having that title in the employ of the City or his or her
designee.
1.26 Collect/Collection
Collect" or "Collection" means to take physical possession, transport, and remove Solid
Waste within and from City.
1.27 Commercial or Commercial Business
Commercial" or "Commercial Business" means a firm, partnership, proprietorship, joint-
stock company, corporation, or association, whether for-profit or nonprofit, strip mall,
industrial facility, a Multi-Family Residential Dwelling, or as otherwise defined in 14 CCR
section 18982(a)(6). A Multi-Family Residential Dwelling that consists of fewer than five (5)
units is not a Commercial Business.
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1.28 Commercial Premises
Commercial Premises" means Premises upon which business activity is conducted, including
but not limited to retail sales, services, wholesale operations, manufacturing and industrial
operations, commercial and industrial construction and demolition activities, but excluding
Residential Premises upon which business activities are conducted when such activities are
permitted under applicable zoning regulations and are not the primary use of the property.
Notwithstanding any provision to the contrary in this Agreement, in the Orange Municipal
Code, or otherwise, for purposes of this Agreement, Premises upon which the following uses
as defined in the Orange Municipal Code) are occurring shall be deemed to be Commercial
Premises: Assisted Living Facilities, Convalescent Homes, Dormitories, Extended Stay Motels,
Group Residential Facilities, Group Care Facilities, Hotels, and Motels.
1.29 Commercial Edible Food Generators
Commercial Edible Food Generator" includes a Tier One Commercial Edible Food Generator
or a Tier Two Commercial Edible Food Generator as defined in 14 CCR section 18982(a)(73)
and (a)(74).
1.30 Compactor
Compactor" means any Bin or Roll-off Box that has a compaction mechanism, whether
stationary or mobile.
1.31 Complaint
Complaint" means a communication received by Contractor from a Customer or the City
indicating services have not been performed in accordance with this Agreement,or otherwise
expressing dissatisfaction with service.
1.32 Compliance Reviews
Compliance Reviews" means reviews of records by the City to determine compliance with
this Agreement or the City Code.
1.33 Compost
Compost" means the product resulting from the controlled biological decomposition of
Organic Waste that is Source Separated from the municipal Solid Waste stream, or which are
separated at a centralized Facility, or as otherwise defined in 14 CCR section 17896.2(a)(4).
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1.34 Compostable Plastics
Compostable Plastics"or"Compostable Plastic" means plastic materials that meet the ASTM
D6400 standard for compostability, or as otherwise described in 14 CCR Section
18984.1(a)(1)(A) or 18984.2(a)(1)(C).
1.35 Construction and Demolition Debris
Construction and Demolition Debris" means used or discarded materials removed from
Premises during construction, renovation, remodeling, repair, or demolition operations on
any pavement, Residential building, Commercial or industrial building, or other structure and
shall include, but is not limited to concrete, asphalt paving, asphalt roofing, lumber, gypsum
board, rock, soil and metal.
1.36 Containers
Containers" means any and all types of Solid Waste receptacles, including Carts, Bins and
Roll-off Boxes.
1.37 Container Contamination
Container Contamination" or "Contaminated Container" means a Container that contains
Prohibited Container Contaminants.
1.38 Contamination Fee
Contamination Fee" shall mean an amount charged by Contractor to Customers to offset
Contractor's additional costs or diminished revenue due to Container Contamination.
1.39 Contractor
Contractor" means CR&R Incorporated, a corporation organized and operating under the
laws of the State of California and its officers, directors, employees, agents, companies and
subcontractors.
1.40 Contractor Compensation
Contractor Compensation" means the revenue received by Contractor from Customers and
City in return for providing services in accordance with this Agreement.
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1.41 CPI
CPI" means the Consumer Price Index, Series ID: CUURS49ASAO, All items in Los Angeles-
Long Beach-Anaheim, CA, all urban consumers, not seasonally adjusted (U.S. Department of
Labor, Bureau of Labor Statistics.
1.42 Curb Mile
Curb Mile" means a distance equal to 5,280 feet and is the measurement used to designate
those miles predetermined by City to be swept by Contractor.
1.43 Customer
Customer" means a Person receiving Solid Waste Handling Services or Street Sweeping
Services from Contractor pursuant to the terms of this Agreement.
1.44 Disaster
Disaster" means a sudden regional, statewide, nationwide, or worldwide event, such as an
accident or a natural catastrophe, that causes great damage or loss of life, and that
significantly stops, or impacts the normal ongoing operations of Solid Waste Collection in the
City. Disaster does not include labor unrest as described in Section 12.4.
1.45 Disposal
Disposal" means the ultimate disposition of Solid Waste Collected by Contractor at a landfill
or otherwise in full regulatory compliance.
1.46 Disposal Site(s)
Disposal Site(s)" means the Solid Waste handling Facility or Facilities utilized for the ultimate
Disposal of Solid Waste Collected by Contractor.
1.47 Diversion
Diversion" means any combination of waste prevention (source reduction), recycling, reuse
and composting activities that reduces waste disposed at landfills, provided such activities
are recognized by the California Department of Resources Recycling and Recovery
CalRecycle) as Diversion in its determination of City's Diversion rate and compliance with AB
939.
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1.48 Drainage Area Management Plan
Drainage Area Management Plan" (DAMP) means the Orange County Drainage Area
Management Plan, as the same may be amended from time to time to include City's Local
Implementation Plan (LIP).
1.49 Edible Food
Edible Food" means all food intended and usable for human consumption, or as otherwise
defined in 14 CCR section 18982(a)(18). For Edible Food to be recovered, it must meet
applicable public health and food safety standards in 14 CCR, Chapter 12, Division 7, and must
be able to meet Food Recovery Organizations' standards and requirements for acceptance
related to nutrition or quality. Edible food is not Solid Waste.
1.50 Effective Date
Effective Date" means the date on which the Agreement becomes binding upon the Parties.
1.51 Electronic Waste
Electronic Waste" means discarded electronic goods that are conditionally exempt from
classification as Hazardous Waste pursuant to 22 CCR) Section 66261.9, including but not
limited to computers and peripherals, printer, cathode ray tube monitors, televisions,
electronic equipment, and cathode ray tubes.
1.52 Environmental Laws
Environmental Laws" means all Federal and State statutes, county, local and City ordinances
concerning public health, safety and the environment including, by way of example and not
limitation, the Comprehensive Environmental Response, Compensation and Liability Act of
1980, 42 USC §9601 et seq.; the Resource Conservation and Recovery Act, 42 USC §6901 et
seq.; the Federal Clean Water Act, 33 USC§1251 et seq.; the Toxic Substances Control Act, 15
USC§2601 et seq.;the Occupational Safety and Health Act, 29 USC§651 et seq.;the California
Hazardous Waste Control Act,California Health and Safety Code §25100 et seq.;the California
Hazardous Substance Account Act, California Health and Safety Code §25300 et seq.; the
Porter-Cologne Water Quality Control Act, California Water Code §13000 et seq.; the Safe
Drinking Water and Toxic Enforcement Act, California Health and Safety Code §25249.5 et
seq.; as currently in force or as hereafter amended, and all rules and regulations promulgated
thereunder.
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1.53 Excluded Waste
Excluded Waste" means Hazardous Substance, Hazardous Waste, infectious waste,
designated waste, volatile, corrosive, medical waste, infectious, regulated radioactive waste,
and toxic substances or material that approved/designated Facility operator(s) reasonably
believe(s) would, as a result of or upon acceptance, Transfer, Processing, or Disposal, be a
violation of local, State, or Federal law, including: land use restrictions or conditions, waste
that cannot be disposed of in Class Ill Landfills or accepted at the Facility by permit conditions,
waste that in Contractor's reasonable opinion would present a significant risk to human
health or the environment, cause a nuisance or otherwise create or expose Contractor or City
to potential liability; but not including de minimis volumes or concentrations of waste of a
type and amount normally found in Single-Family or Multi-Family Solid Waste after
implementation of programs for the safe Collection, Processing, Recycling, treatment, and
Disposal of batteries and paint in compliance with Sections 41500 and 41802 of the California
Public Resources Code. Excluded Waste does not include used motor oil and filters,
household batteries, Universal Waste, and/or latex paint when such materials are defined as
allowable materials for Collection through this Agreement and the Waste Generator or
Customer has properly placed the materials for Collection pursuant to instructions provided
by the City or Contractor as set forth in this Agreement.
1.54 Facility
Facility" means any plant or site used by Contractor for purposes of performing under this
Agreement.
1.55 Food Recovery
Food Recovery" means actions to Collect and distribute food for human consumption which
otherwise would be disposed of.
1.56 Food Recovery Organization
Food Recovery Organization" (FRO) means an entity that primarily engages in the Collection
or receipt of Edible Food from Commercial Edible Food Generators and distributes that Edible
Food to the public for Food Recovery either directly or through other entities, including, but
not limited to:
1) A food bank as defined in Section 113783 of the Health and Safety Code;
2) A nonprofit charitable organization as defined in Section 113841 of the Health and
Safety Code; and,
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3) A nonprofit charitable temporary food facility as defined in Section 113842 of the
Health and Safety Code.
If the definition in 14 CCR Section 18982(a)(25) for Food Recovery Organization differs from
this definition, the definition in 14 CCR Section 18982(a)(25) shall apply to this Agreement.
1.57 Food Recovery Service
Food Recovery Service" (FRS) means a person or entity that collects and transports Edible
Food from a Commercial Edible Food Generator to a Food Recovery Organization or other
entities for Food Recovery, or as otherwise defined in 14 CCR section 18982(a)(26).
1.58 Food Scraps
Food Scraps" means all food such as, but not limited to, fruits, vegetables, meat, poultry,
seafood, shellfish, bones, rice, beans, pasta, bread, cheese, and eggshells. Food Scraps
exclude fats, oils, and grease when such materials are Source Separated from other Food
Scraps.
1.59 Food Service Provider
Food Service Provider" (FSP) means an entity primarily engaged in providing food services
to institutional, governmental, Commercial, or industrial locations of others based on
contractual arrangements with these types of organizations.
1.60 Food-Soiled Paper
Food-Soiled Paper" means 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, and milk cartons.
1.61 Food Waste
Food Waste" means Food Scraps, Food-Soiled Paper, and Compostable Plastics.
1.62 Franchise
Franchise" means the exclusive right and privilege to provide Solid Waste Collection Services
within the City granted by City to Contractor pursuant to the City's authority under Article XI,
Section 7 of the State of California Constitution, and Section 40059 of the Public Resources
Code.
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1.63 Green Container
Green Container" has the same meaning as in 14 CCR Section 18982.2(a)(29) and shall be
used for the purpose of storage and Collection of Source Separated Green Container Organic
Waste.
1.64 Green Waste
Green Waste" means tree trimmings, brush, wood stumps, small pieces of wood, grass
cuttings, dead plants, leaves, branches, flowers, plant stocks, and dead trees (not more than
six (6) inches in diameter or 48 inches in length) and similar materials.
1.65 Green Waste Processing Facility
Green Waste Processing Facility" means a permitted Facility where Green Waste is sorted,
mulched or separated for the purposes of Recycling, reuse or composting.
1.66 Grocery Store
Grocery Store" means a store primarily engaged in the retail sale of canned food; dry goods;
fresh fruits and vegetables; fresh meats,fish, and poultry; and any area that is not separately
owned within the store where the food is prepared and served, including a bakery, deli, and
meat and seafood departments.
1.67 Gross Receipts
Gross Receipts" means any and all revenue received from Billings by Contractor, and
compensation in any form, of Contractor or subsidiaries, parent companies or other Affiliates
of Contractor,for the Collection and transportation of Solid Waste,and the provision of Street
Sweeping Services, pursuant to this Agreement, in accordance with Generally Accepted
Accounting Principles, including, but not limited to, Customer fees for Collection of Solid
Waste, without subtracting Disposal fees, City fees or other fees or any other cost of doing
business. Revenue from the sale of Recyclable Materials is excluded from Gross Receipts for
the purposes of calculating Road Mitigation Reimbursement.
1.68 Hauler Route
Hauler Route" means the designated itinerary or sequence of stops for each segment of the
City's Collection service area.
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1.69 Hazardous Substance
Hazardous Substance"shall mean any of the following: (a)any substances defined, regulated
or listed (directly or by reference) as "Hazardous Substances", "hazardous materials",
Hazardous Waste", "toxic waste", "pollutants" or "toxic substances" or similarly identified
as hazardous to human health or the environment, in or pursuant to (i) CERCLA; (ii) the
Hazardous Materials Transportation Act, 49 CFR; (iii) the Resource Conservation and
Recovery Act; (iv) the Clean Water Act; (v) California Health and Safety Code §§25115-25117,
25249.8, 25281, 25316, 25501 and 25501.1; (vi) the Clean Air Act, 42 USC §7401 et seq.; and
vii) California Water Code §13050; (b) any amendments, rules or regulations promulgated
thereunder to such enumerated statutes or acts currently existing or hereafter enacted; and
c) any other hazardous or toxic substance, material, chemical, waste or pollutant identified
as hazardous or toxic or regulated under any other applicable Federal, State or local
Environmental Laws currently existing or hereinafter enacted, including, without limitation,
friable asbestos, polychlorinated biphenyls ("PCBs"), petroleum, natural gas and synthetic
fuel products, and by-products.
1.70 Hazardous Waste
Hazardous Waste" means all substances defined as Hazardous Waste, acutely Hazardous
Waste, or extremely Hazardous Waste by the State of California in Health and Safety Code
25110.02, §25115, and §25117 or in the future amendments to or recodifications of such
statutes or identified and listed as Hazardous Waste by the US Environmental Protection
Agency (EPA), pursuant to the Resource Conservation and Recovery Act, all future
amendments thereto, and all rules and regulations promulgated thereunder.
1.71 Household Hazardous Waste ("HHW")
Household Hazardous Waste" means Hazardous Waste generated at Residential Premises.
1.72 Household Sharps Waste
Household Sharps Waste" means home-generated sharps, as defined in Section 117671 of
the California Health &Safety Code, including hypodermic needles, pen needles, intravenous
needles, lancets, and other devices that are used to penetrate the skin for the delivery of
medications, which are generated by a Single-Family residence. Household Sharps Waste
does not include any business generated waste or Medical Waste.
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1.73 Hot Spot Route
Hot Spot Route" means the designated itinerary of stops along the City's right-of-way, such
as sidewalks, alleys, streets, and parkways with a high intensity or frequency of abandoned
Bulky Items.
1.74 Inclement Weather
Inclement Weather" means weather conditions that prohibit the effective operation of
Street Sweeping operations, such as heavy rain or winds.
1.75 Landfill
Landfill" means a "solid waste landfill" as defined by Public Resources Code Section 40195.1.
1.76 Large Event
Large Event" means an event, including, but not limited to, a sporting event or a flea market,
that charges an admission price, or is operated by a local agency, and serves an average of
more than 2,000 individuals per day of operation of the event, at a location that includes, but
is not limited to, a public, nonprofit, or privately owned park, parking lot, golf course, street
system, or other open space when being used for an event.
1.77 Large Venue
Large Venue" means a permanent venue facility that annually seats or serves an average of
more than 2,000 individuals within the grounds of the facility per day of operation of the
venue facility. For purposes of 14 CCR, Division 7, Chapter 12 and this Agreement, a venue
facility includes, but is not limited to, a public, nonprofit, or privately owned or operated
stadium, amphitheater, arena, hall, amusement park, conference or civic center, zoo,
aquarium, airport, racetrack, horse track, performing arts center, fairground, museum,
theater, or other public attraction facility. A site under common ownership or control that
includes more than one Large Venue that is contiguous with other Large Venues in the site,
is a single Large Venue.
1.78 Materials Recovery Facility ("MRF")
Materials Recovery Facility" means a permitted Solid Waste Facility where Solid Waste or
Recyclable Materials are sorted or separated for the purposes of Recycling, processing, or
composting.
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1.79 Mulch
Mulch" means a layer of material applied on top of soil, and, for the purposes of the
Agreement, Mulch shall conform with the following conditions, or conditions as otherwise
specified in 14 CCR Section 18993.1(f)(4):
1) Meets or exceeds the physical contamination, maximum metal concentration, and
pathogen density standards for land application specified in 14 CCR Section
17852(a)(24.5)(A)(1) through (3).
2) Was produced at one or more of the following types of Facilities:
a. A compostable material handling operation or Facility as defined in 14 CCR
Section 17852(a)(12), that is permitted or authorized under 14 CCR, Division
7, other than a chipping and grinding operation or Facility as defined in 14 CCR
Section 17852(a)(10);
b. A Transfer/Processing Facility or Transfer/Processing operation as defined in
14 CCR Section 17402(a)(30) and (31), respectively, that is permitted or
authorized under 14 CCR, Division 7; or,
c. A Solid Waste Landfill as defined in Public Resources Code Section 40195.1
that is permitted under 27 CCR, Division 2.
1.80 Multi- Family Residential Dwelling, Multi-Family Residential, or Multi-Family
Multi-Family Residential Dwelling" "Multi-Family Residential" or "Multi-Family" means of,
from, or pertaining to Residential Premises with five (5) or more dwelling units. Multi-Family
Residential Dwellings do not include hotels, motels, or other transient occupancy facilities.
1.81 Non-Collection Notice
Non-Collection Notice" means a form developed by Contractor, and approved by City, to
notify customers of the reason for non-collection of materials set out by the Customer for
Collection.
1.82 Non-Compostable Paper
Non-Compostable Paper" includes, but is not limited to, paper that is coated in a plastic
material that will not breakdown in the Composting process.
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1.83 Non-Organic Recyclables
Non-Organic Recyclables" means non-putrescible and non-hazardous recyclable wastes,
including but not limited to bottles, cans, metals, plastics, and glass.
1.84 Notice of Violation
Notice of Violation" (NOV) means a notice that a violation of the Solid Waste provisions of
the City Code or SB 1383 Regulations has occurred.
1.85 Organic Recycling
Organic Recycling" means the processing of Organic Waste or Organics for the purpose of
returning them to the economy in the form of raw materials for new, reused,or reconstituted
products, or for conversion to energy.
1.86 Organic Waste
Organic Waste" means Solid Waste containing material originated from living organisms and
their metabolic waste products, including but not limited to Food Scraps, Green Waste,
organic textiles and carpets, lumber, wood, Paper Products, Printing and Writing Papers,
manure, biosolids, digestate, and sludges. Biosolids and digestate are defined in 14 CCR
Section 18982(a).
1.87 Organic Waste Generator
Organic Waste Generator" means a person or entity that is responsible for the initial
creation of Organic Waste.
1.88 Owner
Owner" means the person holding the legal title to the real property constituting the
Premises to which Solid Waste Collection Services are to be provided under this Agreement
or the person holding legal title to the disposal site, depending upon the context used in this
Agreement.
1.89 Parking Lot
Parking Lot" means an asphalt, concrete or other hard surfaced area primarily used for the
parking of automobiles.
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1.90 Person
Person" means any individual, firm, association, organization, partnership, corporation,
business trust,joint venture, the United States, the State of California, the County of Orange,
cities, and special purpose districts.
1.91 Premises
Premises" means any land, or building in City where Solid Waste is generated or
accumulated.
1.92 Process, Processed, or Processing
Process", "Processed", or "Processing" means the controlled separation, Recovery, volume
reduction, conversion, or Recycling of Solid Waste including, but not limited to, organized,
manual, automated, or mechanical sorting, the use of vehicles for spreading of waste for the
purpose of Recovery, and/or includes the use of conveyor belts, sorting lines, or volume
reduction equipment.
1.93 Prohibited Container Contaminants
Prohibited Container Contaminants" means the following: (i) discarded materials placed in
the Blue Container that are not identified as acceptable Source Separated Recyclable
Materials for the Blue Container; (ii) discarded materials placed in the Green Container that
are not identified as acceptable Source Separated Green Container Organic Waste for the
Green Container; (iii) discarded materials placed in the Black Container that are identified as
acceptable Source Separated Recyclable Materials and/or Source Separated Green Container
Organic Wastes to be placed in the Green Container and/or Blue Container; and, (iv) Excluded
Waste placed in any Container.
1.94 Rate Year
Rate Year" means the period July 1 to June 30, for each year during the Term of this
Agreement.
1.95 Recovery
Recovery" means any activity or process described in 14 CCR Section 18983.1(b).
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1.96 Recycling
Recycling" means the processing of Recyclable Materials for the purpose of returning them
to the economy in the form of raw materials for new, reused, or reconstituted products. The
Collection, transportation or Disposal of Solid Waste not intended for, or capable of, reuse is
not Recycling. Recycling does not include use of Solid Waste for conversion to energy.
1.97 Recyclable Materials or Recyclables
Recyclable Materials" means Solid Waste that is Source Separated, has some potential
economic value, and is set aside, handled, packaged, or offered for Collection in a manner
different from Refuse in order to allow it to be processed for Recycling.
1.98 Recycled Content Paper
Recycled-Content Paper" means paper products and printing and writing papers that
consists of at least 30 percent, by fiber weight, postconsumer fiber.
1.99 Refuse
Refuse" means putrescible and non-putrescible Solid Waste.
1.100 Renewable Natural Gas
Renewable Natural Gas" or "RNG" means gas derived from Organic Waste that has been
diverted from a Landfill and processed at an in-vessel digestion facility that is permitted or
otherwise authorized by 14 CCR to recover Organic Waste.
1.101 Residential
Residential" refers to services performed at and for Residential Premises, which include both
Single-Family and Multi-family.
1.102 Residential Premises
Residential Premises" means Premises upon which dwelling units exist, including, without
limitation, Single-family and Multi-family Premises, apartments, condominiums, mobile
homes, efficiency apartments, and second units. Notwithstanding any provision to the
contrary in this Agreement, in the Orange Municipal Code, or otherwise, for purposes of this
Agreement, Premises upon which the following uses are occurring shall not be deemed to be
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Residential Premises, and rather shall be deemed to be Commercial Premises: Assisted Living
Facilities, Convalescent Homes, Dormitories, Extended Stay Motels, Group Residential
Facilities,Group Care Facilities, Hotels, Motels,and any other businesses not specifically listed
at which residency is transient in nature and hence should be classified as Commercial
Premises as determined by City on a case by case bases.
1.103 Re-Sweeps
Re-Sweeps" mean those sweeps required of Contractor when previous sweeps have been
deemed by City to be of poor quality, or when a Street or sections of a Street have been
missed by Contractor during regularly scheduled Street Sweeping. Re-sweeps are completed
at the expense of Contractor, and shall be completed within 24-hours of notice, weather
permitting.
1.104 Roll-off Box
Roll-off Box" means a Solid Waste Collection Containers of 10-yards or larger capable of
being loaded via winch onto a Roll-off vehicle equipped with rails.
1.105 Roll-off Collection Service
Roll-off Collection Service" means providing Solid Waste Collection Services using Roll-off
Boxes or Roll-off Compactors.
1.106 Roll-off Compactor
Roll-off Compactor" means an enclosed container equipped with a hydraulic packing ram
with a capacity from 15 to 35 yards, which is designed to be pulled onto a Roll-off vehicle.
1.107 Route Review
Route Review" means a visual inspection of Containers along a Hauler Route for the purpose
of determining whether Prohibited Container Contaminants were placed in a Container and
may include mechanical inspection methods such as the use of cameras.
1.108 SB 1383
SB 1383" means Senate Bill 1383 (Chapter 395, Statutes of 2016) , establishing methane
emissions reduction targets in a statewide effort to reduce emissions of short-lived climate
pollutants as amended from time to time.
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1.109 SB 1383 Regulations
SB 1383 Regulations" or refers to the Short-Lived Climate Pollutants (SLCP): Organic Waste
Reductions regulations developed by CalRecycle and adopted in 2020 that created Chapter
12 of 14 CCR, Division 7 and amended portions of regulations of 14 CCR and 27 CCR.
1.110 Self-hauler (or Self-haul)
Self-hauler" or "Self-haul" means a Person who hauls Solid Waste, Organic Waste, or
recovered material he or she has generated to another Person. Self-hauler also includes a
Person who Back-hauls waste, or as otherwise defined in 14 CCR section 18982(a)(66).
1.111 Service Level
Service Level" refers to the number and size of a Customer's Container(s) and the frequency
of Solid Waste Collection Services, as well as ancillary services such as lock/unlock service,
Container push/pull service, etc.
1.112 "Single-Family Residential Dwelling", "Single-Family Residential" or "Single-
Family"
Single-Family Residential Dwelling," "Single-Family Residential," or "Single-Family" means a
dwelling unit in a building containing four(4)or fewer Residential dwelling units. Single-family
Dwelling units generally receive individual Cart Refuse Collection service, but service type is
not dependent upon unit count unless specifically stated.
1.113 Solid Waste
Solid Waste" has the same meaning as defined in Public Resources Code Section 40191, and
means all putrescible and non-putrescible solid,semisolid, and liquid wastes, including trash,
Refuse, rubbish, Recyclable Materials, Organic Waste, ashes, industrial wastes, C&D,
abandoned vehicles and parts thereof, discarded home and industrial appliances, dewatered,
treated, or chemically fixed sewage sludge which is not Hazardous Waste, manure, vegetable
or animal solid and semisolid wastes, and other discarded solid and semisolid wastes, with
the exception that Solid Waste does not include any of the following wastes:
1) Hazardous Waste, as defined in the Public Resources Code Section 40141.
Radioactive waste regulated pursuant to the Radiation Control Law (Chapter 8 (commencing
with Section 114960) of Part 9 of Division 104 of the Health &Safety Code).
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Medical waste regulated pursuant to the Medical Waste Management Act (Part 14
commencing with Section 117600) of Division 104 of the State Health & Safety Code).
Untreated medical waste shall not be disposed of in a Solid Waste Landfill, as defined in Public
Resources Code Section 40195.1. Medical waste that has been treated and deemed to be
Solid Waste shall be regulated pursuant to Division 30 of the Public Resources Code.
1.114 Solid Waste Handling Services
Solid Waste Handling Services" means the Collection, Transfer, Transport, storage,
Recycling, Processing, and Disposal of Solid Waste.
1.115 Source Separated
Source Separated" means the segregation by the Waste Generator of individual components
of Solid Waste, which otherwise would become Refuse or garbage (such as glass bottles,
metal cans, newspapers, plastic containers, etc.) into separate Container(s) for the purpose
of allowing the Recycling of such materials.
1.116 Source Separated Blue Container Organic Waste (SSBCOW)
Source Separated Blue Container Organic Waste" or "SSBCOW" means Source Separated
Organic Waste that can be placed in a Blue Container.
1.117 Source Separated Green Container Organic Waste (SSGCOW)
Source Separated Green Container Organic Waste" or "SSGCOW" means Source Separated
Organic Waste that can be placed in a Green Container, excluding SSBCOW, carpets, Non-
Compostable Paper, and textiles.
1.118 Source Separated Recyclable Materials
Source Separated Recyclable Materials" means Source Separated Non-Organic Recyclables
and SSBCOW.
1.119 Special Sweeps
Special Sweeps" means those required by City other than regularly scheduled Street
Sweeping and involving unusual conditions such as traffic hazards, sewer overflow/spills,
special City events, etc. Billing for special sweeps is based on an hourly rate with travel time
excluded, as approved by City.
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1.120 State
State" means the State of California.
1.121 Streets
Streets" means all dedicated public rights-of-way within the existing or future corporate
limits of City that are paved, whether curbed with or without gutters or uncurbed.
1.122 Street Sweeping
Street Sweeping" means the removal by mechanical street sweepers of all debris from all
portions of the Street, including, but not limited to both sides of residential streets, adjacent
to residential raised medians, Street intersections, the areas adjacent to arterial Street curbs
and raised medians(such as left turn pockets),the center striped areas of arterial streets,and
City owned alley ways.
1.123 Street Sweeping Debris
Street Sweeping Debris" means all litter, rubbish, leaves, sand, dirt, garbage, and other
foreign material removable from a paved Street with a mechanical street sweeper.
1.124 Street Sweeping Routes
Street Sweeping Routes" means the designated street sweeping routes per the maps in
Appendix A.
1.125 Term
Term" means the term of this Agreement, including any agreed upon extension periods.
1.126 Tier One Commercial Edible Food Generators
Tier One Commercial Edible Food Generator" means a Commercial Edible Food Generator
that is one of the following, each as defined in 14 CCR Section 18982:
1) Supermarket.
2) Grocery Store with a total facility size equal to or greater than 10,000 square feet.
3) Food Service Provider.
4) Food Distributor.
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Integrated Solid Waste Management and Street Sweeping Agreement
5) Wholesale Food Vendor.
1.127 Tier Two Commercial Edible Food Generators
Tier Two Commercial Edible Food Generator" means a Commercial Edible Food Generator
that is one of the following, each as defined in 14 CCR Section 18982:
1) Restaurant with 250 or more seats, or a total facility size equal to or greater than 5,000
square feet.
2) Hotel with an on-site food facility and 200 or more rooms.
3) Health facility with an on-site food facility and 100 or more beds.
4) Large Venue.
5) Large Event.
6) A State agency with a cafeteria with 250 or more seats or total cafeteria facility size
equal to or greater than 5,000 square feet.
7) A Local Education Agency with an on-site food facility.
1.128 Temporary Bin Collection Service
Temporary Bin Collection Service" means Collection of occasional accumulations of Solid
Waste from Bins that is not generated from ongoing activities or operations, but which is
either (a) Solid Waste resulting from construction, remodeling, repair, demolition, site
preparation, or grading; or(b) other temporary Solid Waste Collection where a Bin is provided
for no more than 30 consecutive days, or no more than 60 days in any 90-day period.
1.129 Temporary Roll-off Box Collection Service
Temporary Roll-off Collection Service" means Collection of occasional accumulations of Solid
Waste from Roll-off Boxes that is not generated from ongoing activities or operations, but
which is either (a) Solid Waste resulting from construction, remodeling, repair, demolition,
site preparation, or grading; or (b) other temporary Solid Waste Collection where a Roll-off
Box is provided for no more than 30 consecutive days, or no more than 60 days in any 90-day
period.
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1.130 Transfer
Transfer" means the act of transferring Solid Waste Collected by Contractor from
Contractor's Collection vehicles into larger vehicles at a Transfer Facility for Transport to
other Facilities for Processing or Disposal of such materials.
1.131 Transfer Station
Transfer Station" means a Facility that received Solid Waste from Collection vehicles and
transfers the material to larger vehicles for transport to landfills and other destinations.
Transfer Stations may or may not also include MRFs, transferring residual Refuse (Refuse left
after the sorting of Recyclable Materials) to landfills and Recyclable Materials, including
Green Waste and/or Construction and Demolition debris, to processors, brokers or end-
users.
1.132 Transformation
Transformation" means incineration, pyrolysis, distillation, gasification, or biological
conversion other than composting.
1.133 Transformation Facility
Transformation Facility" means a facility whose principal function is to convert, combust, or
otherwise Process Solid Waste by incineration, pyrolysis, distillation, or biological conversion
other than Composting. A Transformation Facility does not include a Composting Facility or a
biomass conversion Facility.
1.134 Travel Speed
Travel Speed" means the sweeper operator speed in miles per hour while the sweeping head
is lowered in the operating position.
1.135 Universal Waste
Universal Waste" shall mean those Hazardous Wastes identified as universal wastes in 22
CCR Section 66261.9, including, but not limited to, fluorescent bulbs and tubes; household
batteries (e.g., D, AA, button-type, etc.); non-empty aerosol cans; electronic devices (e.g.,
televisions, computer monitors, cell phones, radios, video cassette recorders, etc.); and
mercury containing devices (e.g., thermometers, thermostats, gauges, etc.), and generated
by a Single-Family or Multi-Family residence. Universal Waste does not include any business
generated waste.
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Integrated Solid Waste Management and Street Sweeping Agreement
1.136 Waste Evaluation
Waste Evaluation" means a procedure in which representative samples of Refuse,
Recyclable Materials, and Organic Waste are taken from vehicle loads and sorted at a
permitted Facility to determine the degree to which the materials are contaminated.
1.137 Waste Generator
Waste Generator" means any Person as defined by the Public Resources Code, whose act or
process produces Solid Waste as defined in the Public Resources Code, or whose act first
causes Solid Waste to become subject to regulation.
1.138 White Goods
White Goods" means discarded enameled household appliances, such as refrigerators,
freezers, stoves, washer/dryers, water heaters, dishwashers, trash compactors and similar
items.
1.139 Work Day
Work Day" means any day Monday through Friday, which is not a holiday designated in
Section 4.6.1.1 of this Agreement.
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Integrated Solid Waste Management and Street Sweeping Agreement
2. GRANT AND ACCEPTANCE OF FRANCHISE
2.1 Grant and Acceptance of Franchise, Indemnity of Award
Subject to the terms and conditions of this Agreement and applicable State laws, and to the
rights of State, county and school district facilities to use a Solid Waste enterprise other than
Contractor, City hereby grants to Contractor and Contractor hereby accepts from City,for the
Term in this Agreement, the exclusive franchise, right and privilege to provide Solid Waste
Handling Services at all Residential and Commercial Premises within City(the "Franchise").
Contractor agrees to and shall timely take all actions that are reasonably necessary to defend
the validity and enforceability of this Agreement and shall pay all costs related to such
defense. Contractor shall defend, indemnify, protect and hold harmless, City, its officers,
agents and employees from any and all claims, actions or proceedings to attack, set aside,
void, annul or seek monetary damages resulting from an approval by City of this Agreement.
City shall promptly notify Contractor of any such claim, action, or proceeding. City and
Contractor shall meet in good faith in an effort to come to a mutual agreement for a joint
defense; provided that City shall be entitled to select legal counsel of its choice to conduct
the defense if an agreement cannot be reached. Contractor's obligations to pay all costs,
defend, indemnify, protect and hold harmless under this section shall not be altered in the
event City retains separate counsel and shall also include reimbursement to City for time
spent by its in-house City attorneys responding to the litigation.
2.2 Enforcement of Exclusivity
Contractor shall be responsible for enforcing the exclusivity of this Agreement. City shall have
the right to enforce the exclusivity provisions in this Agreement if, in its absolute and sole
discretion, it chooses to do so, but shall have no obligation to do so for the benefit of
Contractor or otherwise. City additionally shall have the right, but not the obligation, to
request that Contractor enforce the exclusivity provisions in this Agreement. Contractor shall
have an affirmative obligation to enforce such exclusivity provisions when requested to do so
by City. If Contractor requests that City take administrative, law enforcement, or other legal
action to protect Contractor's exclusive rights, or otherwise enforce the exclusivity of this
Agreement (including the adoption of any resolution or ordinance intended to facilitate the
enforcement of the exclusive rights granted in this Agreement), Contractor shall reimburse
City for all administrative, law enforcement, or other legal costs and fees related to any such
action. Contractor's obligation to reimburse City shall not apply to any criminal enforcement
by City.
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Integrated Solid Waste Management and Street Sweeping Agreement
2.3 Effective Date
The "Effective Date" of this Agreement shall be the date that City Council approves this
Agreement.
2.4 Term of Agreement -Solid Waste
The initial term of this Agreement(the "Term") shall be ten (10)years,commencing on March
1, 2024, and expiring February 28, 2034, subject to extension as provided in this Agreement.
Notwithstanding the foregoing, the unexcused failure or refusal of Collector to perform any
material term, covenant, obligation or condition contained in this Agreement shall give rise
to the right, in favor of City,for earlier termination of this Agreement for cause in accordance
with the procedures elsewhere contained in this Agreement.
2.5 Option to Extend Term
The Term of this Agreement may be extended by mutual agreement of the Parties for an
additional five-year period. Either Party intending to extend the Term for an additional five-
year period shall notify the other Party of its desire to do so no later than twenty-four (24)
months prior to the end of the then existing Term.
2.6 Representations and Warranties of Contractor
Contractor hereby covenants, represents, and warrants the following to City for the purpose
of inducing City to enter into this Agreement and to consummate the transaction
contemplated hereby, all of which shall be true as of the date of this Agreement and as of the
Effective Date:
a) Contractor is validly existing as a corporation under the laws of the State of
California.
b) Neither the execution of this Agreement nor the delivery by Contractor of
services nor the performance by Contractor of its obligations hereunder: (1)
conflicts with,violates or results in a breach of any Applicable Law; (2) conflicts
with, violates or results in a breach of any term or condition of any judgment,
decree, agreement (including, without limitation, the certificate of
incorporation of Contractor) or instrument to which Contractor is a party or
by which Contractor or any of its properties or assets are bound,or constitutes
a default under any such judgment, decree, agreement or instrument; or (3)
will result in the creation or imposition of any encumbrance of any nature
whatsoever upon any of the properties or assets of Contractor.
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c)There is no action, suit or other proceeding as of the date of this Agreement,
at law or in equity, or to the best of Contractor's knowledge, any investigation,
before or by any court or governmental authority, pending or threatened
against Contractor which is likely to result in an unfavorable decision, ruling or
finding which would materially and adversely affect the validity or
enforceability of this Agreement or any such agreement or instrument entered
into by Contractor in connection with the transactions contemplated hereby,
or which could materially and adversely affect the ability of Contractor to
perform its obligations hereunder or which would have a material adverse
effect on the financial condition of Contractor. This provision may be waived
by the City acting through its City Manager or designee.
d) Contractor has no knowledge of any Applicable Law in effect as of the date of
this Agreement that would prohibit the performance by Contractor of this
Agreement and the transactions contemplated hereby.
e) Contractor has made an independent investigation, satisfactory to it, of the
conditions and circumstances surrounding this Agreement and the work to be
performed by it, and is satisfied that those conditions and circumstances will
not impair its ability to perform the work and provide the Solid Waste Handling
and Street Sweeping services required by this Agreement.
f)The information supplied by Contractor in all submittals made in connection
with negotiation and execution of this Agreement, including all materials in
exhibits of this Agreement, and all representations and warranties made by
Contractor throughout this Agreement are true, accurate, correct and
complete in all material respects on and as of the Effective Date of this
Agreement. Note that inaccuracies in Contractor's submittals, are grounds for
termination of this Agreement.
g)Contractor's representative, designated in Section 6.2.4, shall have authority
in all daily operational matters related to this Agreement. City may rely upon
action taken by such designated representative as action of Contractor unless
the actions taken are not within the scope of this Agreement.
h) Contractor has complied and shall at all times during the term of this
Agreement comply, in all respects, with all immigration laws, regulations,
statutes, rules, codes, and orders, including, without limitation, the
Immigration Reform and Control Act of 1986 (IRCA). Contractor further
represents and warrants that it has not and will not knowingly employ any
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individual to perform services under this Agreement who is ineligible to work
in the United States or under the terms of this Agreement. Contractor has
properly maintained and shall at all times during the term of this Agreement
properly maintain, all related employment documentation records including,
without limitation, the completion and maintenance of the Form 1-9 for each
of Contractor's employees. Contractor has responded, and shall at all times
during the Term of this Agreement respond, in a timely fashion to any
government inspection requires relating to immigration law compliance
and/or Form 1-9 compliance and/or worksite enforcement by the Department
of Homeland Security, the Department of Labor, or the Social Security
Administration. Contractor agrees to verify the legal status of all of its
employees and provide documentation of such verification whenever
requested by the City. If Contractor discovers that any employee it has
retained is not in compliance with Immigration Laws, Contractor agrees to
terminate such employee. Contractor shall require all subcontractors and/or
sub-consultants to make these same representations and warranties when
hired to perform services under this Agreement.
i)The Santa Ana Regional Water Quality Control Board ("RWQCB") has issued
National Pollutant Discharge Elimination System ("NPDES") Permit No. R8-
2009-0030 (the "Permit"), which governs storm water and non-storm water
discharges resulting from municipal activities performed by the City or its
contractors. In order to comply with the Permit requirements, the County of
Orange has prepared a Drainage Area Management Plan ("DAMP"), containing
Model Maintenance Procedures with Best Management Practices ("BMPs")
that the City and its contractors must adhere to. The Model Maintenance
Procedures contain pollution prevention and source control techniques to
minimize the impact of those activities upon dry-weather urban runoff, storm
water runoff, and receiving water quality. Examples include: wash water from
cleaning of sidewalks or Parking Lots must be collected and disposed of in the
sewer or landscaped areas. The Permit, the DAMP, and the Model
Maintenance Procedures are on file in the office of the City's Director of Public
Works, which is located at 300 E. Chapman Avenue in the City of Orange. The
Contractor hereby acknowledges that it has read, reviewed and understands
the Permit, the DAMP, and the Model Maintenance Procedures, as they relate
to the Street Sweeping services and hereby agrees to perform the Street
Sweeping services in conformance therewith.
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Integrated Solid Waste Management and Street Sweeping Agreement
2.7 Conditions to Effectiveness of Agreement
The satisfaction of each and all of the conditions set out below, each of which may be waived
in whole or in part by City in writing, is a condition precedent to the effectiveness of this
Agreement, and a condition of Contractor's continued right to the benefits conveyed in this
Agreement:
a) Accuracy of Representations. All representations and warranties made by
Contractor and set forth in this Agreement shall be accurate, true and correct
on and as of the Effective Date and shall remain so during the Term of this
Agreement.
b) Absence of Litigation. There shall not be any litigation pending in any court
challenging the award of this Franchise to Contractor or the execution of this
Agreement or seeking to restrain or enjoin its performance.This provision may
be waived by the City, acting through its City Manager or designee.
c)Furnishing of Insurance, Bond, and Letter of Credit. Contractor shall have
furnished evidence of the insurance, bonds and letter of credit required by
Section 10 and shall comply with all ongoing requirements relating thereto.
2.8 Delegation of Authority
The administration of this Agreement by City shall be under the supervision and direction of
the Public Works Department and the actions specified in this Agreement, unless otherwise
stated, shall be taken by the City Manager or designee. This section shall in no way be
interpreted to obviate required City Council action if so provided in the Orange Municipal
Code.
2.9 Limitations to Scope
Notwithstanding any provision to the contrary contained in this Agreement, the exclusive
franchise, right and privilege to provide Solid Waste Handling Services at Premises within City
granted to Contractor by this Agreement specifically excludes the following services, which
services may be provided by Persons other than Contractor and which may be the subject of
other permits, licenses, franchises, or agreements issued or entered by City:
a) The sale or donation of Source Separated Recyclable Material by the Waste
Generator to any Person or entity other than Contractor; provided, however,
to the extent permitted by law, if the Waste Generator is required to pay
monetary or non-monetary consideration for the Collection, transportation,
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transfer, or processing of Recyclable Material, the fact that the Waste
Generator receives a reduction or discount in price (or in other terms of the
consideration the Waste Generator is required to pay) shall not be considered
a sale or donation;
b) Solid Waste, including Recyclable Materials and Green Waste, which is
removed from any Premises by the Waste Generator,and which is transported
personally by such Waste Generator (or by his or her full-time employees) to
a processing or Disposal Facility in a manner consistent with all Applicable
Laws and regulations;
c)Green Waste removed from a Premises by a gardening, landscaping, or tree
trimming Contractor, utilizing its own equipment, as an incidental part of a
total service offered by that Contractor rather than as a hauling service;
d) The Collection, transfer, transport, Recycling, processing, and Disposal of
animal remains from slaughterhouse or butcher shops for use as tallow;
e) The Collection, transfer, transport, Recycling, processing, and Disposal of by-
products of sewage treatment, including sludge, sludge ash, grit, and
screenings;
f)The Collection, transfer, transport, Recycling, processing, and Disposal of
Hazardous Substances, Hazardous Waste, Household Hazardous Waste, and
radioactive waste regardless of its source;
g) Construction and Demolition Debris which is removed by a duly licensed
construction or demolition company or as part of a total service offered by
said licensed company or by the City, where the licensed company utilizes its
own equipment;
h) The Collection,transfer,transport, Recycling, processing, and Disposal of Solid
Waste by City through City officers or employees in the normal course of their
City employment; and,
i)Solid Waste Handling Services for governmental agencies other than City,
which may have facilities in City, but over which City has no jurisdiction in
connection with the regulation of Solid Waste.
The exclusive franchise, right and privilege to provide Solid Waste Handling Services within
City granted to Contractor by this Agreement shall be interpreted to be consistent with all
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applicable State and Federal laws, now in effect and adopted during the term of this
Agreement, and the scope of this Agreement shall be limited by all applicable current and
developing laws and regulations. In the event that future interpretations of current law,
future enactments or developing legal trends limit the ability of City to lawfully grant
Contractor the scope of services as specifically set forth in this Agreement, Contractor agrees
that the scope of this Agreement will be limited to those services and materials which may
be lawfully provided, and that City shall not be responsible for any resulting lost profits
claimed by Contractor.
2.10 City's Right to Direct Changes
2.10.1 General
City may direct Contractor to perform additional services (including new Diversion programs,
additional Solid Waste processing, etc.) or modify the manner in which it performs existing
services or Bills for services. Pilot programs and innovative services which may entail new
Collection methods, and different kinds of services and/or new requirements for Waste
Generators are included among the kinds of changes which City may direct. Contractor
acknowledges that State law may increase the Diversion requirement during the term of this
Agreement and Contractor agrees to propose services to meet such Diversion requirements.
Contractor shall be entitled to an adjustment in its Compensation for providing such
additional or modified services, including a profit factor equal to ten percent (10%) of the
incremental cost of such additional or modified services. If City and Contractor cannot agree
on compensation for new or additional services,then City may contract with other parties for
such services, which shall be considered exempt from the exclusivity provisions of Section
2.1.
2.10.2 New Diversion Programs
Contractor shall present, within thirty (30) days of a request to do so by City, a proposal to
provide additional or expanded Diversion services. The proposal shall contain a complete
description of the following:
a) Collection methodology to be employed (equipment, manpower, etc.).
b) Equipment to be utilized (vehicle number, types, capacity, age, etc.).
c)Labor requirements (number of employees by classification).
d) Type(s) of Containers to be utilized.
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e) Type(s) of material to be Collected.
f)Provision for program publicity/education/marketing.
g) Three-year projection of the financial results of the program's operations in an
operating statement format including documentation of the key assumptions
underlying the projections and the support for those assumptions.
2.11 Ownership of Solid Waste
City and Contractor understand and agree that it is Contractor, and not City,who will arrange
to Collect Solid Waste,that City has not, and, by this Agreement does not, instruct Contractor
on its Collection methods, nor supervise the Collection process; nor do the Parties intend to
place title to Solid Waste Collected by Contractor in City. Rather, the Parties intend that
whatever, if any, title in and to the Solid Waste that is Collected by Contractor which
otherwise might exist in or with City in the absence of this Agreement is hereby transferred
to Contractor; and further that if Contractor gains title to such Solid Waste it is by operation
of law and agreement with its Customers and is not the result of this Agreement. Subject to
the provisions of this Agreement, and unless City exercises its rights to direct the location for
Disposal and processing of Solid Waste, Contractor shall have the right to retain, Recycle,
process, dispose of, and otherwise use Solid Waste Collected pursuant to the terms in this
Agreement in any lawful fashion or for any lawful purpose; and, further, shall have the right
to retain any benefit resulting from its right to retain, Recycle, process, dispose of, or reuse
the Solid Waste which it Collects. Ownership of Solid Waste shall transfer to Contractor when
Customer places it at point of Collection.
2.12 Contractor Authorization
Contractor represents and warrants that it has the authority to enter into and perform its
obligations under this Agreement. The Board of Directors or partners of Contractor (or the
shareholders, if necessary) have taken all actions required by law, its articles of incorporation,
its bylaws or otherwise to authorize the execution of this Agreement.The Persons signing this
Agreement on behalf of Contractor have authority to do so. Contractor shall authorize one
employee to serve as a single point of contact for the City for issues arising under this
Agreement, and Contractor acknowledges and agrees that City may expect and assume that
this employee's actions are taken on behalf of and with the full approval of the Contractor.
2.13 Permits and Licenses
Contractor shall acquire and maintain all necessary permits and licenses for the Collecting,
transporting, processing, and storing of Solid Waste and Recyclables, disposing of Solid
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Integrated Solid Waste Management and Street Sweeping Agreement
Waste, the Recycling of Recyclables, and the disposition of any waste product as a result of
sweeping the streets, as required under this Agreement. Failure to maintain all required
permits shall be deemed a material breach of contract for which City may terminate this
Agreement as provided in Section 12.2. Contractor must follow requirements of the Orange
Municipal Code, including, but not limited to, obtaining a City of Orange business license.
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Integrated Solid Waste Management and Street Sweeping Agreement
3. AMOUNTS PAID TO THE CITY
In addition to any other consideration set forth in this Agreement, as part of its consideration
for entering into this Agreement, and for the exclusive franchise, right and privilege to provide
Solid Waste Handling and Street Sweeping Services as specified in this Agreement, Contractor
shall provide the following:
3.1 Payments to City
3.1.1 Retroactive Road Mitigation Reimbursement
Contractor shall pay to the City a Retroactive Road Mitigation Payment in two one-time lump
sum payments equal to three million dollars ($3,000,000) within thirty (30) days of March
1, 2024, and July 1, 2025. The total amount to be paid is six million dollars ($6,000,000).
3.1.2 Annual Road Mitigation Reimbursement
To support City's maintenance costs for impacts of refuse vehicles on City streets and roads,
Contractor shall pay to City an annual Road Mitigation Payment. The initial Road Mitigation
Payment effective March 1, 2024, shall be equal to one million dollars ($1,000,000). Effective
July 1, 2025, the payment amount shall be adjusted to two million dollars ($2,000,000).
3.1.3 Annual Public Education Payment
To support City's outreach and administration of various Solid Waste programs, public
education efforts and awards, Contractor shall pay to City an annual Public Education
Payment. The Public Education Payment effective March 1, 2024, shall be equal to fifty-six
thousand dollars ($56,000).
3.1.4 Annual Administrative Payment
To support City's contract enforcement costs, Contractor shall pay to City an annual
Administrative Payment. The Administrative Payment effective March 1, 2024, shall be equal
to ninety-eight thousand dollars ($98,000).
3.1.5 Annual Adjustment of City Payments
The annual payments outlined in this Section 3.1 shall be adjusted annually on each July 1st
during the Term. The annual payments shall be adjusted based on the percent change in CPI,
as defined in Section 1.41, for the 12-month period ended the prior December. The new
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payment amount will go into effect each July 15t payment (first adjustment applies to
payments effective July 1, 2025).
3.1.6 Timing of Payments
The Road Mitigation Payment, Public Education Payment, and Administrative Payment shall
each be paid in four equal quarterly installments, by January 1st,April 15t,July 1st, and October
1st of each year during the Term of the Agreement. The first payment shall be due on March
1, 2024. If a payment is not paid on or before the due date, Contractor shall pay to City a
penalty in an amount equal to ten percent (10%) of the amount owing for that quarter, plus
interest at a rate of one and one-half (1.5%) per month.
3.2 Facility Host Payment
In the event Contractor, or any of its Affiliates, develops, acquires, or otherwise takes control
of any Facility in the City used to Accept, Process, or Transfer Solid Waste, Contractor agrees
to pay the City a mutually agreeable host payment prior starting operations. The Host
Payment shall be calculated on all Solid Waste tons (including Refuse, Recyclables, and
Organics) delivered to the Facility by Contractor, third party waste haulers, Commercial
Customers or the general public.
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Integrated Solid Waste Management and Street Sweeping Agreement
4. DIRECT SERVICES—WASTE MANAGEMENT
4.1 Refuse
4.1.1 General
The work to be done by Contractor pursuant to this Agreement shall include, but not be
limited to, the furnishing of all labor, supervision, equipment, materials, supplies, and all
other items necessary to perform the services required. The enumeration of, and
specification of requirements for, particular items of labor or equipment shall not relieve
Contractor of the duty to furnish all others, as may be required, whether enumerated
elsewhere in the Agreement or not, and shall be in full compliance with the Safety Orders
Regulations of the Division of Industrial Safety of the State of California, Title 8, California
Code of Regulations (CAL/OSHA), and all applicable OSHA regulations as well as all other
applicable California regulations.
The work to be done by Contractor pursuant to this Agreement shall be accomplished in a
thorough and professional manner so that all Customers are provided reliable, courteous,
and high-quality Solid Waste Collection Services at all times. The enumeration of, and
specification of requirements for, particular aspects of service quality shall not relieve
Contractor of the duty of accomplishing all other aspects in the manner provided in this
section, whether such other aspects are enumerated elsewhere in the Agreement or not.
4.1.2 Residential Cart Refuse Collection
Contractor shall provide all Customers at Single-family and Multi-family Premises without Bin
Service, with one Cart ("Refuse Cart(s)") and shall Collect all Refuse placed in the Cart for
Collection not less than once per week. If there is a dispute between a Customer and
Contractor as to whether Cart or Bin service shall be provided, City will make the final
determination.
Contractor may charge the Customer based on each Customer's size and number of Refuse
Carts according to the monthly rate schedule in Exhibit A. Customers that regularly require
more than one Refuse Cart may request additional Carts for an additional charge per Cart per
month in accordance with the rate in Exhibit A.
4.1.3 Alley Collection
The alley shall remain the point of Collection for Residential Customers that have historically
had Containers Collected in the alley. Such Customers shall receive the same services as
Customers with curbside Collection. Containers shall not be stored in public right-of-way.
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4.1.4 Refuse Cart Overage
Residential Cart Customers may periodically generate more Refuse than will fit in the Refuse
Cart(s). Residential Customers are therefore entitled to two (2) pickups per calendar year of
material that does not fit in the Refuse Cart(s) at no additional cost. One pickup shall consist
of up to the equivalent of three (3) large bags, boxes, or barrels of Refuse. Contractor shall
Collect all Refuse put out for Collection in addition to the foregoing two (2) pickups to be
provided at no charge. Residential Customers may be charged per pickup in accordance with
the approved rate schedule for overage pickups above two (2) per year. In addition to the
two (2)free pickups, Contractor shall Collect all additional Refuse placed out for Collection in
the Residential Customer's own Containers (bags, barrels, etc.) at no additional charge for
two weeks beginning each December 26.This service is limited to Refuse that could otherwise
be placed in the Refuse Cart, and not Bulky Items which are Collected in accordance with
Section 1.17 and 4.1.17. Commercial Customers may request Cart overage Collections in
accordance with the approved rate but are not entitled to free overage Collections.
4.1.5 Backyard Service for the Disabled
Contractor shall provide disabled Customers with backyard service at no additional charge.
Contractor shall remove Refuse, Recyclable, and Green Waste Containers and Green Waste
bundles from Customer's storage area, place them out for Collection, and return Containers
to Customer's storage area after Collection, ensuring that all doors or gates are closed
securely. To qualify as a disabled Customer under this section, Customers must have been
issued a handicap placard from the California Department of Motor Vehicles or otherwise
obtain approval to receive such service from the City. Additionally, backyard service need
not be provided if an able-bodied person resides with the disabled Customer.
4.1.6 Bin Refuse Collection
Contractor shall provide Bin Service to Single-family Customers that request this service,
Multi-family Customers not receiving Cart service, and Commercial Customers. Contractor
shall Collect and remove all Refuse that is placed in Bins from the property of Customers
receiving Bin Service, at least once per week and more frequently if required to handle the
waste generated at the Premises where the Bins are located. City shall make final
determination as to the number and size of Containers, and frequency of Collection to be
provided to Customers. Special consideration shall be given when determining the pickup
areas to ensure that the flow of traffic is not impeded.
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Integrated Solid Waste Management and Street Sweeping Agreement
Contractor shall provide 2, 3, 4, and 6 cubic yard Bins upon request. Contractor will service
Bins equipped with compaction devices or "compactors" that attach to the Bins. The
provision of the compaction device itself is outside this Agreement.
Contractor may charge the Customer based on each Customer's size and number of Refuse
Bins according to the monthly rate schedule in Exhibit B.
4.1.7 Commercial Premises Cart Service
As an alternative to the requirements of Section 4.1.6, Contractor shall offer Collection in
Refuse and Recycling Carts (two Carts; one of each) to Customers at Commercial Premises
that do not have space for, or do not generate enough waste to require the use of Bins for
Collection. If Contractor and Customer have a disagreement as to whether a Cart is
appropriate, or if City determines the Collection in Carts causes health and safety or other
concerns, City shall make the final determination as to whether Collection in Carts may occur.
Bulky Item pickups shall be provided to Commercial Cart Customers as allowed for
Commercial Bin, and not Residential Customers. Each set of Commercial Refuse and
Recycling Carts will be charged at the Commercial Cart rate in Exhibit B.
4.1.8 Overflowing Commercial Containers
Customers that regularly produce more Refuse than their current level of service can
accommodate may have their service level increased in accordance with the following
procedure:
a)First Incident in Three-Month Period - If more material is placed for Collection
than fits in a Bin or Cart (unless Collection of the overage has been properly
arranged under Section 4.1.4), Contractor shall photograph the overflowing
Container, Collect the Solid Waste, and send to the Customer (at both the
service and Billing addresses) the picture and a letter instructing that the next
instance of an overflowing Container may result in a charge, and possibly in an
increase in the level of service.
b) Second Incident in Three-Month Period - Upon the second event of an
overfilled Bin or Cart (unless Collection of the overage has been properly
arranged under Section 4.1.4) in a three-month period, Contractor shall
photograph the overflowing Container, Collect the Solid Waste, and send to
the Customer the picture and a letter instructing that a third incident in that
same three-month period may result in an increase in the level of service. If
the Bin overflowed sufficiently to require the driver to leave the Collection
vehicle to clean around the Bin, Contractor may charge the Bin Overage
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Cleanup fee in the approved rate schedule. If Refuse was left beside the Cart
for Collection other than as permitted under Section 4.1.4, Contractor may
charge the Cart Overage Fee in Exhibit B.
c) Third Incident in Three-Month Period - Upon the third event of an overfilled
Bin or Cart(unless Collection of the overage has been properly arranged under
Section 4.1.4) in a three-month period, Contractor shall photograph the
overflowing Container, Collect the Solid Waste, and send to the Customer the
picture and a letter requesting that Customer increase its service level. If the
Customer declines, Contractor may petition City to permit Contractor to
increase the service level to accommodate the higher demand for service. If
the Bin overflowed sufficiently to require the driver to leave the Collection
vehicle to clean around the Bin, Contractor may charge the Bin Overage
Cleanup fee in the approved rate schedule. If Refuse was left beside the Cart
for Collection other than as permitted under Section 4.1.4, Contractor may
charge the Cart Overage Fee in Exhibit B.
This procedure shall also apply to Bins that exceed a total weight of seven hundred fifty(750)
pounds per Bin. In the event the Contractor identifies Customer Bins that exceed this weight
limit, Contractor may weigh the Bin and document the weight of the Bin. Contractor may
notify Customer of the overweight Bin and weight requirements. Upon the third incident
occurring in a month, Contractor may assess Customer the Overage Clean up Bin service per
lift as shown in Exhibit B.
4.1.9 Roll-off Box Service
Contractor shall provide exclusive (as limited by Section 2.9) permanent and temporary Roll-
off Box and Compactor Collection service upon request. Contractor must deliver a temporary
Roll-off Box to a Customer within twenty-four (24) hours of request (excluding Saturdays,
Sundays, and holidays identified in Section 4.6.1.1). Contractor may not charge for any
services not listed in the rate schedule without prior approval of the City.
Contractor shall provide standard 10, 30 and 40-cubic-yard standard Roll-off Boxes, or
Compactors. The furnishing of Compactor Roll-off Boxes, which are enclosed Containers
attached to a compaction device, is not included in this Agreement. Providing service to such
compactor Roll-off Boxes is included.
Contractor may charge the Customers for Roll-off Box Service based on each Customer's
number of loads and amount and type of tons according to the rates shown in Exhibit C. The
first four(4)tons Collected in any Roll-off load shall be Collected at no charge pursuant to the
tonnage limit shown in Exhibit C.
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4.1.10 Roll-off Compactor Service to Plaza Customers
Contractor shall provide Roll-off Compactor service for the current and any future Plaza
Customers in the current or any future shared trash enclosures. Contractor shall manage,
maintain, and invoice for the Roll-off Compactor services provided.
4.1.11 Temporary Bin Service
Contractor shall provide exclusive (as limited by Section 2.9) temporary Bin Service to
Customers upon request. Contractor must deliver a temporary Bin to a Customer within
twenty-four (24) hours of request (excluding Saturdays, Sundays, and holidays identified in
Section 4.6.1.1). Rates for temporary Bin Service are listed in Exhibit B.
4.1.12 Scout Vehicles
Scout vehicles are defined as vehicles that transport a Solid Waste Container to and from the
point of Collection by a Collection vehicle. Scout vehicle service may be charged for in
accordance with the approved rate schedule under the following circumstances: 1) by
request of City or Customer; 2) when Contractor's smallest Collection vehicles can not
physically service the Containers; or 3) use of even the smaller Collection vehicles would
cause damage to private access roads. Disputes between the Contractor and the Customer
as to whether scout service will be used will be decided and settled by the City Manager or
designee. Contractor may charge the Customers for Scout Service according to the rates
shown in Exhibit B.
4.1.13 Bin Pushout Service
Contractor may not charge a fee for pushing or rolling Bins to point of Collection.
4.1.14 Smaller Collection Vehicles
Some areas of the City are located on alleys, streets, and hills that are difficult to service using
standard size Collection vehicle, but can be serviced using a smaller Collection vehicle. These
areas shall be serviced using a smaller Collection vehicle. Customers may not be charged an
extra fee for receiving service with small Collection vehicles.
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4.1.15 Locking Bins
Contractor shall provide locking Bin Service (providing the hasp and lock and servicing the
lock) to Customers that request such service in accordance with the rates shown in Exhibit B.
4.1.16 Redelivery/Return Trip Fee
Contractor may charge a Redelivery/Return Trip Fee according to Exhibit B or Exhibit C in the
event that Contractor arrives on time for a scheduled Collection of Bins or Roll-off Boxes, is
impeded from Collection due to Container being blocked or otherwise unable to be Collected
due to issues within the Customer's control, and Contractor must return a second time for
Collection.The Redelivery/Return Trip charge may be assessed for the trip, but not per Bin or
Roll-off Box, in the event of a Customer with multiple Bins or Roll-off Boxes.
4.1.17 On-Call Bulky Item Pickup
Contractor shall provide Bulky Item pickup service to all Single-family, Multi-family and
Commercial Customers. Each Residential Cart Customer, and Single-family Customers with
Bin service, shall be entitled to six (6) Bulky Item pickups per calendar year at no additional
charge. Each dwelling unit of each Residential Bin Customer with more than four (4) units
shall be entitled to six (6) Bulky Item pickups per calendar year for each dwelling unit at no
additional charge. Each Commercial customer shall be entitled to four (4) Bulky Item pickups
per calendar year at no additional charge.
Customers may put out up to four (4) Bulky Items at each pickup. Contractor may instruct
Customers to provide Contractor with a minimum of one (1) business day's notice for the
items which shall be Collected on the Customer's regular Collection day. Contractor shall
Collect all Bulky Items as defined in Section 1.17 including items referred to as electronic
waste or "e-waste". The following provisions shall apply to this program:
a)No single item that cannot be handled by two (2) workers will be accepted.
b) The following items will not be picked up: Hazardous Substances, Hazardous
Waste, including waste oil or anti-freeze. (For the purposes of this section,
universal wastes such as fluorescent bulbs, household batteries, and
televisions, monitors and other items referred to as "e-waste" are not
considered hazardous and shall be Collected by and disposed of in accordance
with this section as well as Sections 4.1.18 and 4.1.19 by Contractor.
c)Contractor shall record by class and weight (in tons)the Solid Waste Collected
from Bulky Item pickups. Contractor shall record the kinds and weights (in
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tons) of this Solid Waste that is diverted from the landfill through Recycling,
reuse, Transformation, or other means of Diversion.
Residential Customers that exceed the number of free pickups and Commercial Customers
may receive Bulky Item Collection under the same terms for a fee, in accordance with the
approved rate schedule in Exhibit A and Exhibit B.
4.1.18 Bulky Item Diversion
Bulky Items Collected by Contractor in accordance with Section 4.1.17,or otherwise Collected
under this Agreement, may not be landfilled or disposed of until the following hierarchy of
Diversion efforts have been followed by Contractor:
a)Reuse as is
b) Disassemble for reuse or Recycling
c)Recycle
d) Disposal
To accomplish this hierarchy, Contractor shall Collect Bulky Items in a separate vehicle
designated for that purpose. Contractor shall not Collect Bulky Items into front or rear
loading packer vehicles directly from the Customer's Collection location.
4.1.19 Diversion of Electronic and Other Special Wastes
Contractor shall divert waste requiring special handling, such as electronic waste, or "e-
waste", Collected in accordance with Sections 4.1.17, 4.1.18 or 4.5.6, or by other means
under this Agreement, by taking these goods to a properly permitted Facility, and not by
landfilling.
4.2 Recycling
4.2.1 Single-family Recycling Collection
Contractor shall provide all Customers receiving Cart Refuse Collection, and Single-family
Premises with Bin service, with a Cart for Collection of Recyclable Materials and shall Collect
all Recyclable Materials placed in Carts for Collection not less than once per week. Contractor
shall Collect Recyclable Materials from each Customer on the same day as Customers' Refuse
Cart is Collected. Contractor shall Collect Recyclables in a separate Collection vehicle that
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collects only Source Separated Recyclables. Contractor shall have a Recycling program
whereby it, at a minimum, collects all materials that can be recovered at the local processing
Facility used by Contractor. Contractor shall update public education materials accordingly as
new items are added to those recovered by the Facility. Upon Customer request, Contractor
shall provide Customers with one (1) additional Recycling Cart at no additional charge.
Residents with Recycling Carts beyond two (2) per dwelling unit may be charged in
accordance with Exhibit A.
4.2.2 Multi-family and Commercial Recyclables Collection
Upon Customer request or City direction, Contractor shall provide Recycling Collection
service to Multi-family and Commercial Customers requesting it from the Contractor.
Contractor may purchase Recyclable Materials from its Customers as well. The Contractor
agrees to provide Recycling Bins or Carts to such Customers in sufficient quantities to meet
the Recycling needs of each Customer. Contractor shall Collect Recyclables in a separate
Collection vehicle that collects only Source Separated Recyclables. Recycling Collection
programs shall be made available at a minimum for the same materials as included above in
Section 4.2.1 for the Single-family Recycling program. Contractor also agrees to make
programs available for all other Recyclable Materials for which it has established markets.
For the provision of Multi-family Green Waste Collection Service, Contractor shall charge
Customers rates that are eighty-five percent (85%) of the rate for Refuse Collection Service
for an equivalent level of service (i.e., the same size and number of Containers, and number
of pickups per week).
4.2.3 Warning Notice
Contractor shall place a red tag or other warning notice approved by the City on all Residential
and Commercial Recyclable Material or Green Waste loads that are contaminated, indicating
to the Customer why the load was not Collected and diverted, and providing Contractor's
phone number. For Bin Customers,or Cart Customers with off-site management such as small
apartment buildings,Contractor shall also mail a copy of the warning to the Customer's Billing
address. Contractor shall notify City on a monthly basis of any warning notices issued
pursuant to this section and shall provide copies of such warnings to City upon request. With
prior written City authorization, Contractor may remove Recycling and Green Waste
Containers from habitual contaminators that have received a total of three (3) warnings on
either or both Containers in any six-month period. Residential Recycling and Green Waste
Containers will be returned only after six (6) months, or upon direction of the City, or if there
is a change of occupancy. Commercial Containers will be returned upon direction of the City,
or if there is a change of occupancy.
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Contractor shall visually inspect the contents of Residential Refuse Carts and, if significant
Recyclable Materials are found, leave a notice educating Customer to better separate
Recyclable Materials from Refuse.
4.2.4 Marketing and Sale of Recyclable Materials
Contractor shall be responsible for marketing and sale of all Recyclable Materials Collected
pursuant to this Agreement. Contractor may retain revenue from the sale of Recyclable
Materials and shall report the amount of such revenues to City upon request.
4.2.5 Minimum Diversion Requirement
Contractor agrees to implement measures to meet the requirements of AB 939 with respect
to the waste stream covered by this Agreement. Contractor shall recycle or divert from
landfill sufficient waste to ensure that the City meets current requirements under AB 939.
Currently, all jurisdictions in California are required to divert sufficient waste from landfills
such that they do not exceed their targeted per capita disposal as measured in pounds per
person per day. Contractor shall be considered to have met this requirement if the City's
actual per capita disposal is less than its targeted per capita disposal as shown in its Electronic
Annual Report to the California Department of Resources Recycling and Recovery
CalRecycle). In any year that the City's actual per capita disposal exceeds its targeted per
capita disposal, the City may assess liquidated damages pursuant to Section 12.3 for failure
to meet this goal.
In the event that the State increases Diversion requirements for local jurisdictions, the City
and Contractor will discuss applicable solutions and programs to meet the new Diversion
requirements. City and Contractor agree to negotiate with respect to any additional services
related to AB 939, which Contractor and City agree to implement. Further indemnification
and guarantee with respect to AB 939 is described in Section 10.3.
4.2.6 Construction and Demolition Debris Diversion
Contractor shall bring all loads of mixed Construction and Demolition Debris to a C&D
processing Facility designated under this Agreement for separation and recovery of this
material. Designated facilities include facilities approved by the City for use by self-haulers,
facilities identified in Section 4.8 of this Agreement that process Construction and Demolition
Debris, and any Facility for which Contractor requests City's approval. City's approval will be
based upon the Facility's ability to divert material from landfilling and the effect of the
Facility's tipping fee on Customer rates. Contractor shall divert a minimum of sixty-five
percent (65%) of all Construction and Demolition Debris Collected.
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Contractor may deliver separated loads of Construction and Demolition Debris, such as clean
dirt, concrete or rebar, to facilities specializing in the reuse of such materials, provided this
material is diverted from landfilling.
Contractor may charge the Customers for Construction and Demolition Roll-off Box Service
based on each Customer's number of loads and amount and type of tons according to the
rates shown in Exhibit C. The first four(4)tons Collected in any Roll-off load shall be Collected
at no charge pursuant to the tonnage limit shown in Exhibit C.
4.2.7 Edible Food Recovery Program
Contractor shall support and promote the recovery of Edible Food. Contractor shall identify
sources of recoverable Edible Food and share that information with City. Contractor shall
include a list of all Commercial Customers that generate recoverable Edible Food in its
monthly report to City pursuant to Section 9.3.2.
4.2.8 Optional Sharps Collection
City reserves the right to require Contractor to administer a Sharps Collection program.
Contractor would be entitled to a reasonable rate increase for program costs.
4.2.9 Non-Profit Group Assistance
Contractor shall provide Roll-off Box Containers or steel storage containers at a fifteen
percent (15%) discount to non-profit organizations for the Collection of Recyclable Materials.
4.2.10 Horse Stable Bedding
Contractor shall provide Collection of sources separated stable bedding (for example, wood
shavings and horse manure). Manure bin rates shall be adjusted per the Residential Formula
in Section 7.4. Contractor shall visit all properties that produce stable bedding to offer this
Collection program using one to three-cubic-yard Bins. Source separated, Collected horse
stable bedding shall be sent to a bio-solids composting Facility, or other Facility as approved
by City, for maximum Diversion.
4.3 Organics Collection Program
4.3.1 Single-family Organics Waste Collection
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Contractor shall implement a Single-family Residential Organics Collection Program. The
Single-family Organics Collection Program shall supplant the Single-family Green Waste
Collection from the previous agreement.
The Single-family Residential Organics Collection Program shall consist of Contractor
collecting Organics from all Single-family Residential Premises in the City using Cart Collection
Service. Contractor shall Collect Organics on the same day as Customer's Refuse Cart is
collected. Contractor shall Collect Green Waste/Organics in a separate Collection vehicle that
collects only Source Separated Green Waste/Organics. Contractor shall provide each
Customer at all Single-family Residential Premises in the City with one (1) ninety-five (95)
gallon Green Waste/Organics Cart per Dwelling Unit. Contractor shall Collect all Organics
properly placed out for Collection by Single-family Customers not less than once per week
using automated Collection vehicles.
Contractor shall be obligated to Collect Green Waste set out for Collection in bundles if it is a
maximum of four (4) feet long and eighteen (18) inches in diameter.
Upon Customer request, Contractor shall provide one additional Green/Organics Waste Cart
at no additional charge. Residents with Green/Organics Waste Carts beyond two (2) per
dwelling unit may be charged in accordance with Exhibit A.
Contractor shall transport all Organics collected in the City to the Perris Regional Organics
Anaerobic Digestion Facility (ROAR) for processing, or another Facility approved by City.
Contractor shall not deliver any Organics collected from Single-family Premises to any Facility
to be landfilled or used as Alternative Daily Cover. City reserves the option to direct Green
Waste to any alternative processing Facility. If City enacts said option, rates are to be adjusted
accordingly.
Contractor shall continuously monitor the Single-family Organics Collection Program for both
participation and contamination such that each year, Contractor has opened the Cart lid and
checked the contents of a minimum of two percent (2%) of all Single-Family Premises in the
City to note contamination levels in the Carts. (Contractor shall develop a plan to randomly
sample areas of City, which shall be submitted to City for approval annually.) When
Contractor finds a household that is not participating, Contractor shall leave or direct mail
the household education materials describing the programs and how to participate. When
Contractor finds contamination Contractor shall alert the Customer by leaving a hang-tag and
by leaving public education materials concerning the acceptable materials for the program.
Contractor shall recheck the residences that were tagged within sixty (60) days to see if the
contamination has been reduced or eliminated.
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Contractor's compensation for the Single-family Organics Collection Program shall be
included in the rate for Single-family Refuse Collection Service.
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4.3.2 Multi-family Green Waste Collection
Contractor shall implement and offer a Green Waste Collection Program for all Multi-family
Residential Premises in City. Contractor shall provide for the appropriate number of
appropriately-sized Containers for each Multi-family Premises.
Upon Customer request or City direction, Contractor shall Collect Green Waste from Multi-
family Premises at least once per week, and more frequently as required to prevent odor, or
overflow of material. Contractor shall Collect Green Waste in a separate Collection vehicle
that collects only Source Separated Green Waste.
Contractor shall transport all Green Waste collected in the City to the Perris Regional Organics
Anaerobic Digestion Facility (ROAR) for processing, or another Facility approved by City.
Contractor shall not deliver any Green Waste Collected from Multi-family Premises to any
Facility to be landfilled or used as Alternative Daily Cover. City reserves the option to direct
Green Waste to any alternative processing Facility. If City enacts said option, rates are to be
adjusted accordingly.
Contractor shall continuously monitor the Multi-family Green Waste Collection Program for
both participation and contamination such that each year, Contractor shall randomly observe
a minimum of five (5) Multi-family Premises in the City to note contamination levels in the
Green Waste in the Bins and Carts. When Contractor finds contamination, Contractor shall
photo-document the contamination and shall alert the manager of the Multi-family Premises.
Contractor shall provide or re-provide training and public education materials concerning the
acceptable materials for each program,to residents of the Multi-family Premises in a minimum
of one (1) in-person on-site training session.
For the provision of Multi-family Green Waste Collection Service, Contractor shall charge
Customers rates that are eighty-five percent (85%) of the rate for Refuse Collection Service for
an equivalent level of service (i.e., the same size and number of Containers, and number of
pickups per week).
4.3.3 Commercial Green Waste and Wood Waste Collection
Contractor shall implement a Green Waste and non-hazardous wood waste Collection
Program for all Commercial Premises in the City. Contractor shall provide for the appropriate
number of appropriately-sized Containers for each Commercial Premises.
Upon Customer request or City direction, Contractor shall Collect Green Waste and non-
hazardous wood from Commercial Premises at least once per week, and more frequently as
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required to prevent odor, or overflow of material. Contractor shall Collect Green Waste in a
separate Collection vehicle that collects only Source Separated Green Waste.
Contractor shall transport all Green Waste collected in the City to the Perris Regional Organics
Anaerobic Digestion Facility (ROAR) for processing. Contractor shall not deliver any Green
Waste Collected from Commercial Premises to any Facility to be landfilled or used as
Alternative Daily Cover. City reserves the option to direct Green Waste to any alternative
processing Facility. If City enacts said option, rates are to be adjusted accordingly.
Contractor shall continuously monitor the Commercial Green Waste and non-hazardous wood
waste Collection Program for both participation and contamination such that each year,
Contractor shall randomly observe a minimum of five (5) Commercial Premises in the City to
note contamination levels in the Green Waste in the Bins and Carts. When Contractor finds
contamination, Contractor shall photo-document the contamination and shall alert the
Customer. Contractor shall provide or re-provide training and public education materials
concerning the acceptable materials for each program, to Customers in a minimum of one (1)
in-person on-site training session.
For the provision of Commercial Green Waste and non-hazardous wood waste Collection
Service, Contractor shall charge Customers rates that are eighty-five percent (85%) of the rate
for Refuse Collection Service for an equivalent level of service (i.e., the same size and number
of Containers, and number of pickups per week).
4.3.4 Commercial Roll-off Green Waste Collection
Upon Customer request, Contractor shall provide Green Waste and non-hazardous wood
waste Collection service to Commercial Premises using Roll-off Boxes. Contractor shall charge
Customers rates shown in Exhibit C.
4.3.5 Commercial Food Waste Collection
Contractor shall implement a Food Waste Collection Program for all Commercial Premises in
the City. Contractor shall provide for the appropriate number of appropriately-sized
Containers for each Commercial Premises.
Upon Customer request or City direction, Contractor shall Collect Source Separated Food
Waste from restaurants, cafeterias, assisted living facilities, hospitals, supermarkets, and all
other Commercial Premises where food is prepared, sold and/or consumed. Contractor shall
Collect Food Waste in a separate Collection vehicle that collects only Source Separated Green
Waste/Organics or Food Waste. At the direction of the City, Contractor shall include Food-
Soiled Paper in the Food Waste program. If the processing Facility Contractor is using does
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Integrated Solid Waste Management and Street Sweeping Agreement
not allow Food-Soiled Paper, Contractor shall work with City to provide a method and/or a
Facility capable of handling Food-Soiled Paper.
Contractor shall provide wheeled Carts or other Containers and/or Bins, roll-offs or
compactors as necessary for the segregation and storage of Food Waste to be recycled.
Contractor shall prepare a Food Waste Recycling plan in consultation with each business to
determine the appropriate number and sizes of Containers, Collection frequency,and provide
and distribute appropriate Containers, Bins, or roll-offs to Customers.
Contractor shall provide Customers with information and contact person(s) who are
approved by City to establish, coordinate, and provide Edible Food donation and collection
services. Contractor shall fully cooperate with all Persons working with Customers to
establish, coordinate, and provide Edible Food donation services, including Customer's
employees and agents and the City. Contractor shall factor any successful Edible Food
donation program projections and/or actual results into the Food Waste Recycling plan
including the estimated requirements for Container sizes and frequencies of Collection,
training, interior Container locations, and sizes.
Collected Food Waste shall be processed at the Perris Regional Anaerobic Digestion (ROAR)
Facility or the Orange Organics Facility or other Facility as approved by the City. City reserves
the option to direct Food Waste to any other processing Facility. If City enacts said option,
rates are to be adjusted accordingly.
Contractor shall continuously monitor the Commercial Food Waste Collection Program for
both participation and contamination such that each year, Contractor shall randomly observe
a minimum of five (5) Commercial Premises in the City to note contamination levels in the
Food Waste in the Bins and Carts. When Contractor finds contamination, Contractor shall
photo-document the contamination and shall alert the Customer. Contractor shall provide or
re-provide training and public education materials concerning the acceptable materials for
each program, to Customers in a minimum of one (1) in-person on-site training session.
For the provision of Commercial Food Waste Collection Service, Contractor shall charge
Customers rates that are eighty-five percent (85%) of the rate for Refuse Collection Service for
an equivalent level of service (i.e., the same size and number of Containers, and number of
pickups per week).
4.3.6 Holiday Tree Collection Program
Contractor shall operate an annual holiday tree Collection program from December 26
through January 31. During this period, all holiday trees placed out for Collection by Single-
family and Multi-family Customers shall be Collected by Contractor. After this period, trees
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Integrated Solid Waste Management and Street Sweeping Agreement
will be Collected as Bulky Items under Section 1.17. Trees up to seven (7) feet in length will
be Collected and diverted without Customers needing to cut them. Contractor may request
that Customers with larger trees cut the trees to pieces no longer than seven (7) feet.
Contractor will divert all holiday trees from landfilling. The City has the option to request the
Contractor provide a Christmas tree takeback event.
4.4 Cart Selection, Distribution and Exchanges
Contractor shall provide Residential Cart Customers with the option of three Cart sizes for
Refuse, Recycling and Green Waste Collection. Sizes offered will include 35, 64 and 96-
gallons. Commercial Cart Customers may be limited to 96-gallon Carts.
Customers may each request one (1) free exchange in Cart sizes within six (6) months of
starting new service. One exchange includes all Cart size changes included in the same
Customer request and may include changes being made to one, two or three of the
Customer's Carts. If a second request is made, or if a request is made following the initial six-
month period, Contractor may charge for each request, regardless of the number of Carts
exchanged, in accordance with the rate shown in Exhibit A.
4.5 City Services
4.5.1 City Premises Collection
Contractor shall Collect and dispose of all Refuse, Recyclable Material, and Green Waste put
in Containers for Collection at all current and future Premises owned and or operated by City
at no charge to City (except as provided below). Such Premises include, but are not limited
to, City Hall, City offices, parks, City yard and street maintenance operations. Collections shall
be scheduled at a time mutually agreed upon by Contractor and City.
Contractor shall provide Roll-off pulls per calendar year from City Premises at no charge to
City. For all Roll-off pulls from City Premises that exceed 4.2% of the annual revenue of the
Agreement in a calendar year, the excess amount will be captured as a pass-through in the
following year rate adjustment. Street litter collection and abandoned item collection are
not included in these figures. There shall be no charge for Collection from City Premises using
Carts or Bins.
Except for minor tenant improvements (i.e.,fewer than 1,000 square feet), or minor sidewalk
repairs (i.e., fewer than 100 linear feet), performed by City crews (and not third-party
contractors), Contractor shall not be required to Collect Construction and Demolition Waste
from City Premises.
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City of Orange
Integrated Solid Waste Management and Street Sweeping Agreement
The Collection of Street Sweeping Debris is outside the scope of providing service to City
Premises. See Section 4.5.5 regarding the Collection of Street Sweeping debris.
4.5.2 City-Sponsored Events
Contractor shall provide Solid Waste Collection, Recyclables Collection, Organics Collection,
and Disposal/processing service for City-sponsored events. This shall include providing
Containers (Bins, Roll-off Boxes, clearly labeled Recycling Containers and cardboard waste
boxes with liners) to Collect and dispose of, or process, all Solid Waste and Recyclable
Materials. The Contractor shall provide these services at City-sponsored events, at no cost to
City or ratepayers. Note that the International Street Fair is not considered a City-sponsored
event for purposes of this section. Current City-sponsored events include, but are not limited
to:
a)May Parade
b) Concerts in the Park
c)3rd of July Celebration
d) Treats in the Streets Autumn Festival
e) Veterans Day Tribute
f)Tree Lighting Ceremony
g)Children's Holiday Breakfast
h) Clean-up Files Day
i)Health Fair/Rideshare Events
j)National Night Out (Police)
k)New park and City Facility openings
I)City Department Open House Events
m) Chapman Graduation Cleanup Week
n) Spring Cleaning Event (Community wide cleanup for all districts)
o) Shredding Event
p) E-Waste Take Back
City may replace events that are discontinued with events requiring comparable Solid Waste
and Recycling Collection service demands.
4.5.3 Street Litter Container Collection
Contractor shall service all public litter Containers twice a day Monday through Saturday.
Public litter Containers are provided by the Contractor with City approval. Any liners or other
items needed to continue service shall be provided by Contractor. If service levels are not
sufficient to ensure Containers do not become full, service levels shall be increased at no
additional cost to the City. If additional litter Containers are added, Contractor shall service
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City of Orange
Integrated Solid Waste Management and Street Sweeping Agreement
such Containers at no additional cost to the City. Side load capable containers are an
acceptable use with City approval. Public litter containers include but is not limited to Plaza
area and bus stops.
4.5.4 Emergency Collection and Disposal Service
Contractor shall assist City at the City's request with emergency Collection and Disposal
service (in the event of major disaster, such as an earthquake, storm, riot, or civil
disturbance), or as otherwise determined necessary by the City, by providing Collection
equipment and drivers normally assigned to City. Contractor may charge City for actual
Disposal costs plus service rates per the approved rate schedule.
4.5.5 Street Sweepings Disposal
Contractor shall Collect and Dispose of City's Street Sweeping Debris at Waste Management's
Facility at 2050 N. Glassell, or any other Facility selected by Contractor and approved by the
City. Contractor shall not deliver, store, or transfer Street Sweeping Debris at any City facility
without the City's advance written approval.
4.5.6 Abandoned Item Collection by City
Contractor shall Collect and dispose of, at no additional charge, within one (1) business day
of notification from City, all items left in the City's right-of-way, such as sidewalks, alleys,
streets, and parkways. Contractor shall monitor, Collect, and dispose of all items along a Hot
Spot Route identified by Contractor and City staff. Hot Spot Route Collection shall occur
weekly, at no additional charge to City. Contractor shall properly divert from landfilling or
Dispose of such items in accordance with Sections 4.1.18 and 4.1.19.
4.5.7 Community Development Review Services
Upon City request and at no additional charge, Contractor shall review development projects
submitted to the City's Community Development Department or Public Works Department
and advise regarding adequacy of Container storage space, service, and access, particularly
to accommodate Recycling, Organics Recycling, and Edible Food Recovery programs.
4.5.8 Large Venue Event Assistance, Event Recycling
Contractor shall assist planners of large venue events with reporting and planning needs as
may be useful in meeting the requirements of AB 2176 at no additional charge. Contractor
shall provide Recycling services upon request to special event planners.
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Integrated Solid Waste Management and Street Sweeping Agreement
4.5.9 Door-to-Door Household Hazardous Waste (HHW) Collection — Option
Contractor may instruct Customers to utilize a door-to-door HHW collection program
provided by the City, provided the City has such a contract in force and that such services are
within the scope of the contract terms. Contractor may direct Customer inquiries regarding
the Collection of HHWs that are within the scope of such a contract to City's HHW contractor.
The Contractor should also advertise the availability of HHW drop-off facilities provided by
the County of Orange. However, proper disposal of all HHW collected by Contractor in the
City shall be the responsibility of Contractor.
City reserves the right at any time during the Term of this Agreement to require Contractor
to administer a door-to-door call-in HHW Collection program. City may negotiate an
alternative scope of services under which Contractor shall be compensated for actual costs
incurred.
4.5.10 Storage Vans
Upon request by City, Contactor shall supply six (6) each 21' x 8' x 8' steel storage containers
for City needs at no additional charge.
4.5.11 Free Compost Events
Contractor shall provide Residents with free bagged compost at two (2) give-a-way events
per year. Contractor shall provide at least two (2) 40-yard Roll-off boxes of bagged compost
per event at no additional charge.
4.5.12 Organic Waste Product Procurement
Each year during the Term, Contractor shall procure an amount of Recovered Organic Waste
Product to ensure that the City meets its annual target under 14 CCR Section 18993.1.
Contractor (or its Affiliates as allowed by Applicable Law) shall procure and provide on the
City's behalf Recovered Organic Waste Product in an amount that satisfies the City's annual
Recovered Organic Waste Procurement target pursuant to 14 CCR Section 18993.1.
Recovered Organic Waste Procurement may include RNG, Compost or Mulch produced by
Contractor. At City's request, Contractor shall timely obtain and provide City with a written
certification verifying that the in-vessel digestion Facility producing the RNG is consistent with
the requirements of 14 CCR Section 18993.1(h). Contractor shall maintain records of the
amount of RNG produced and shall provide City the same amount of RNG as would be used
by all Contractor's Collection Vehicles assigned to City's Collection Routes. Contractor agrees
to City's right to report this RNG usage toward the City's fulfilment of its annual target under
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Integrated Solid Waste Management and Street Sweeping Agreement
14 CCR Section 18993.1. Contractor shall deliver Mulch or Compost in Roll-off Boxes or via
dump truck within thirty (30) calendar days of request to any accessible location within the
City limits. Delivery of Mulch or Compost to City facilities, properties, and right-of-way is
limited to 1,000 cubic yards annually at no charge. Upon request, Contractor shall provide
the City with Mulch or Compost lab results and specifications. All Mulch or Compost provided
by Contractor must meet or exceed State requirements for Mulch quality, including those
standards regarding Mulch or Compost maturity, reduction of pathogens, elimination of
weed seeds, and concentrations of physical contaminants such as glass, plastic, metal, and
other Non-Organic Recyclables. All Mulch or Compost provided by Contractor must be
suitable for use in landscaping, parks, sports fields, and community gardens, and must be
suitable for distribution to the general public. Contractor shall also maintain records related
to its procurement of Recovered Organic Waste Product on the City's behalf in accordance
with 14 CCR Section 18993.2 and provide such records to City upon request.
4.5.13 Renewable Natural Gas
If requested by City, Contractor shall provide the name, location, and contact information of
each entity, operation, or Facility from whom Contractor procured Renewable Natural Gas
RNG) on the City's behalf. If requested by City, Contractor shall provide the total amount of
RNG procured for the City by the Contractor for use by Contractor or its Affiliates, in diesel
gallon equivalents (DGE), including copies of any receipts, invoices, or other similar
documentation.
4.5.14 In-Office Recycling Containers for City Administrative Offices
Contractor shall provide, at no additional charge, in-office Recycling Containers to all City
administrative offices for the purpose of accumulating Recyclable Materials in offices prior to
transfer to the Recycling Container emptied by Contractor.
4.5.15 In-Unit Recycling Containers
Contractor shall offer for sale in-unit Recycling Containers to Commercial and Residential Bin
Customers for the purpose of accumulating Recyclables inside the building or dwelling unit.
Contractor shall offer in-unit Recycling Containers for a price equal to Contractor's direct cost,
without markup. Upon City request, Contractor shall submit documentation to the City
supporting its direct costs, which costs shall be subject to the approval of the City Manager
or designee.
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Integrated Solid Waste Management and Street Sweeping Agreement
4.5.16 Capacity Guarantee
Contractor guarantees capacity at Contractor-owned and operated facilities for the transfer
of all Refuse and processing of all Recyclables, Green Waste, and Organics Collected under
this Agreement throughout the Term. With City approval, Contractor may send Recyclables,
Green Waste, and or Organics to be diverted, not Disposed, to facilities outside of the County
of Orange.
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Integrated Solid Waste Management and Street Sweeping Agreement
4.5.17 Compliance Coordinators
During the Term of this Agreement, Contractor shall provide two (2) full time (40 hours per
week) employees (Compliance Coordinators) devoted to education, outreach, and monthly
reporting such that Contractor will ensure that the City is always in compliance with the
education, outreach, and reporting requirements of AB 341, AB 1826, and SB 1383. Should a
vacancy in this position occur, the Contractor shall notify the City and the vacancy shall be
filled within forty-five (45) days. A Compliance Coordinator may also serve as Contract Liaison
pursuant to Section 6.2.4. Upon the Effective Date, Contractor shall provide one (1)
additional full time Compliance Coordinator (for a total of three) dedicated to the City for the
first year, or until each and every Customer is provided a three-container system (or a waiver
approved by City) in compliance with SB 1383.
4.5.18 Edible Food Recovery Program
To support the City's efforts to fight food insecurity, reduce the amount of Edible Food sent
to landfills, and to comply with SB 1383, Contractor shall arrange to implement an Edible
Food Recovery Program in the City, either using Contractor's own resources, or through a
subcontractor. City and Contractor agree that the initial cost of the program will be based on
an annual cost of approximately seventeen cents ($0.17) per resident, or approximately
twenty-four thousand dollars ($24,000.00) per year.
City and Contractor agree that the Edible Food Recovery Program will consist of Contractor,
or its subcontractor, performing the following tasks:
a)Maintain list of Tier I, Tier II food waste generators and Food Recovery
Organizations and Services (FROs/FRSs) operating within the City.
b) Conduct targeted and recorded Outreach pertaining to the recovery of excess
edible food to all permitted food waste generators in cooperation with or
conjunction with City and Contractor. Outreach touchpoints will be prioritized
as follows:
1. Tier I and Tier II food waste generators as defined by SB 1383 (4-6
touchpoints in year 1)
2. Top permitted food waste generators in the city (6 touchpoints in year 1)
3. All permitted food waste generators (minimum 2 touchpoints in year 1)
c)Provide Outreach campaigns through an online customer relationship
management platform.
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Integrated Solid Waste Management and Street Sweeping Agreement
d) Conduct annual inspections of Tier I, Tier II, and Food Recovery Organizations
and Services (FROs/FRSs) operating within the City. Inspections shall include:
1. Confirmation of a written agreement between FROs/FRSs and Tier I, and
Tier II food waste generators, and that,
2. Food donation logs are actively being utilized.
e)Record and provide to City, documentation of all shared touchpoint efforts
made to Edible Food generators using one or more technology platforms in
compliance with municipal requirements mandated in SB 1383.
f)Through use of approved food recovery technology platforms, record all
recovered excess Edible Food donated within the City and collected from all
non-profit food agencies located within the City in compliance with SB 1383.
g) As directed by the City, work with all applicable City departments and public
agencies to inform potential permitted Edible Food generators about food
recovery and the City's Edible Food Recovery program. This includes the City's
Community Development, Parks and Recreation, and Public Works
departments, the Orange Public Library, and schools, colleges, and
universities.
h) Provide safe food handling training which may include third party inspection
services to non-profit food pantries operating within the City.
i)As directed by the City or Contractor, assist in the development of assets and
resources needed to reduce Edible food waste at non-profit food pantries
operating within the City. These efforts may include, but are not limited to
food repurposing kitchens, educational partnerships, food insecurity
screening by medical care providers, and joint grant opportunities.
j)Provide updated mapping of non-profit pantries serving the food insecure
population within the City.
k)Provide monthly reports to City such that Contractor will ensure that the City
is always in compliance with the Edible Food Recovery education, outreach,
and reporting requirements of SB 1383.
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City of Orange
Integrated Solid Waste Management and Street Sweeping Agreement
4.6 Operations
4.6.1 Schedules
4.6.1.1 Collection Days and Hours
To preserve peace and quiet, Solid Waste shall only be Collected from Residential areas and
Commercial areas adjacent to Residential areas between 7:00 A.M. and 7:00 P.M. Solid Waste
shall only be Collected from other Commercial areas between 6:30 A.M. and 8:00 P.M.
Collection is only permitted Monday through Saturday for Residential and Monday through
Sunday for Commercial. City reserves the right to restrict or change days and hours of
Collection by advanced written notice. Contractor may not make exceptions to these
Collection days and times without advanced written approval from the City. If the regularly
scheduled Collection day falls on New Year's Day, Memorial Day, Fourth of July, Labor Day,
Thanksgiving Day, or Christmas Day, Collection days for the remainder of that week shall all
be postponed one (1) Collection day.
4.6.1.2 Review of Schedules and Routing
Contractor shall review its operations plan outlining the Collection routes, intervals of
Collection, and Collection times for all materials Collected under this Agreement with City
upon thirty (30) days written notice requesting said review. Contractor shall submit a copy of
its Commercial and Residential schedule and route map within seven (7) days if requested by
City. If the plan is determined to be inadequate by City, Contractor shall revise it incorporating
any changes necessary to make it satisfactory to City within thirty (30) days. No change in
schedules and routing shall be implemented for fifteen (15) days after Contractor receives
approval from City and notifies Customers.
4.6.1.3 Missed Pickups
When notified of a missed pickup prior to 12:00 noon, Contractor shall Collect the Refuse,
Recyclable Materials, and/or Green Waste that was not Collected the same day. If notified
after 12:00 noon, Collection must take place no later than noon of the next calendar day.
If a missed pickup is not made up before noon of the next calendar day, City may perform
service and Contractor shall be liable for City's expenses plus thirty percent (30%) overhead
costs, in addition to any liquidated damages assessed for missed pickups per Section 12.3.
In addition to the above, if a missed pickup called in prior to 12:00 noon is not made up on
the same day, or if a missed pickup called in after 12:00 noon is not made up before noon of
the next calendar day, Contractor shall issue a credit for the missed pickup to Customer upon
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Integrated Solid Waste Management and Street Sweeping Agreement
request by City or Customer. If a Customer is missed and its Solid Waste is not Collected until
the following week, Contractor shall issue a credit equal to one month of service.
4.6.2 Vehicles
a) General. Contractor is responsible for providing all vehicles that may be
required for the Collection of Solid Waste that are sufficient in number and
capacity to efficiently perform the work required by this Agreement in strict
accordance with its terms. Contractor is expressly obligated to provide such
Collection Vehicles and routes as are required to meet the service standards
set forth in this Agreement. Contractor shall have available on Collection days
sufficient back-up vehicles for each type of Collection Vehicle used to respond
to complaints and emergencies.
b) Specifications. No Collection vehicle used in the City shall be more than ten
10) years old at any time during the Agreement Term. All route vehicles shall
be powered by natural gas. Such vehicles must be registered with the
California Department of Motor Vehicles and shall have water-tight bodies
designed to prevent leakage, spillage, or overflow. Such vehicles shall be
equipped to provide live video display to dispatch, two (2) to three (3) angle
time-stamped video service records and GPS. At all times during the term of
this Agreement,Contractor's Collection vehicles shall comply with South Coast
Air Quality Management District Requirements and the California Air Resource
Board requirements as they are currently in force and as they may be
approved for Refuse removal vehicles, as well as other Federal,State and local
laws and regulations that may be enacted during the term of this Agreement.
1. Contractor shall be responsible for ensuring that all vehicles Contractor
uses in the performance of this Agreement shall allow the City to be in
compliance with South Coast Air Quality Management District, Air
Resource Board, and other applicable requirements.
c)Vehicle Identification and Labeling. Each Collection vehicle shall be marked
with Contractor's name, toll free phone number, and a vehicle identification
number designated by Contractor for each Collection Vehicle which shall be
prominently displayed on all such Vehicles, in lettering at least six inches (6")
in height. City must approve truck labeling, and may place billboards with
public notices on vehicles at no additional charge. All equipment of Contractor
used to provide the services set forth in this Agreement shall be subject to
inspection by City on a semi-annual basis.
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Integrated Solid Waste Management and Street Sweeping Agreement
d) Cleaning and Maintenance:
1. Contractor shall maintain all properties, vehicles, facilities, and equipment
used in providing service under this Agreement in a good,safe, neat,clean,
and operable condition at all times.
2. Collection Vehicles shall be painted, thoroughly washed, and thoroughly
steam cleaned on a regular basis so as to present a clean appearance. City
may inspect vehicles at any time to determine compliance with this
Agreement. Contractor shall also make all Collection Vehicles available to
the County of Orange for inspection regarding health concerns and
requirements, at any frequency it requests. Contractor agrees to replace
or repair to the City's satisfaction, any Collection Vehicle which City
determines to be of unsightly appearance, leaking, or in unsatisfactory
operating condition
3. Contractor shall repaint any or all Collection Vehicles within thirty (30)
days' notice from City, if City determines that their appearance warrants
painting. City may not require a vehicle to be repainted if it has been
repainted within the previous thirty-six (36) months.
4. Contractor shall inspect each Collection Vehicle daily to ensure that all
equipment is operating properly. Collection Vehicles which are not
operating properly shall be removed from service until repaired and
operating properly. Contractor shall perform all scheduled maintenance
functions upon Collection Vehicles in accordance with the manufacturer's
specifications and schedule. Contractor shall keep accurate records of all
Collection Vehicle maintenance, recorded according to date and shall
make such records available to City upon request.
5. Contractor shall repair, or arrange for the repair of, all of its vehicles and
equipment for which repairs are needed because of accident, breakdown
or any other cause so as to maintain all equipment in a safe and operable
condition. Contractor shall maintain accurate records of repair,which shall
include the date, nature of repair and the verification by signature of a
maintenance supervisor that the repair has been properly performed.
6. Contractor shall use all available industry best practices to prevent spills of
fuel and fluids (such as oil, hydraulic fluid, brake fluid, etc.) on streets. A
liquid spill kit shall be carried at all times on each Collection vehicle for this
purpose. If such a spill occurs, Contractor shall immediately notify the City
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Integrated Solid Waste Management and Street Sweeping Agreement
including the Director of Public works or his/her designee and the City's
NPDES Coordinator) and all proper regulatory authorities of said spill and
release of fluids. City shall be notified no later than one (1) hour after the
spill. Contractor shall clean, at Contractor's expense, the spilled fluids in
coordination with, and to the satisfaction of,City and applicable regulatory
agencies. Upon a release of such fluids, the driver shall immediately park
the vehicle and it shall remain parked until the leak is repaired. In the event
of a spill of fuel and/or fluid, Contractor shall not park the leaking vehicle
within two hundred (200) feet of a storm drain and shall utilize absorbent
material, sand bags, or other appropriate means to prevent leaking fluids
from entering storm drains. Contractor shall notify City upon completion
of the cleanup to ensure the satisfaction of the City. All vehicles shall be
equipped with a monitoring system of all fluid systems which will
immediately alert the driver and operations manager should a fluid leak
occur.
7. Upon request, Contractor shall furnish City a written inventory of all
equipment, including Collection Vehicles, used in providing service
pursuant to this Agreement. This inventory shall list all equipment by
manufacturer, year of production, ID number, date of acquisition, type,
capacity, and whether the vehicle is a spare.
e) Operation.Vehicles shall be operated in compliance with the California Vehicle
Code, and all applicable safety and local ordinances. Contractor shall not load
vehicles in excess of the manufacturer's recommendations or limitations
imposed by State or local weight restrictions on vehicles.
Contractor's equipment shall comply with US EPA noise emission regulations,
currently codified at 40 CFR Part 205 and other applicable noise control
regulations, and such noise control features shall be incorporated throughout
the entirety of all Collection Vehicle. Noise levels of equipment used for
Collection shall comply with City ordinance and in no event shall the noise level
exceed seventy-five (75) dba when measured at a distance of twenty-five (25)
feet from the vehicle, five (5) feet from the ground. Contractor shall store all
equipment in safe and secure locations in accordance with City's applicable
zoning regulations.
Contractor shall be responsible for any damage resulting from or directly
attributable to any of its operations, and which it causes to: City's driving
surfaces, whether or not paved, public or private; associated curbs, gutters
and traffic control devices; and all other public and private improvements. If
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requested by City, Contractor shall bring any street surfaces that have been
damaged back to their original condition, including slurry sealing any surfaces
that have been damaged or stained due to spills.
f)City Inspection Per Code. City may cause any vehicle used in performance of
this Agreement to be inspected and tested at any commercially reasonable
time and in such manner as may be appropriate to determine that the vehicle
is being maintained in compliance with the provisions of the State Vehicle
Code, including, but not limited to, California Vehicle Code Sections 27000(b),
23114, 23115, 42030, 42032, and all Vehicle Code Sections regarding smog
equipment requirements. City may direct the removal of any vehicle from
service if that vehicle is found to be in nonconformance with applicable codes.
No vehicle directed to be removed from service shall be returned to service
until it conforms to applicable codes, and its return in service has been
approved by City. City or a third party designated by City shall perform
quarterly inspections of Contractor's vehicles. If the inspections are
satisfactory, the City may decrease the frequency of inspections to semi-
annual. Contractor shall reimburse the City for all costs and expenses City
incurs for the performance of the tasks outlined in this section (including
inspections conducted by City or any third party designated by City).
g) Vehicle Inspections. Each year with its Annual Report, Contractor shall submit
to City a copy of:
1. Its most recent BASIC Score determined by the Federal Motor Carrier
Safety Administration, and,
2. Any terminal inspection reports resulting from the California Highway
Patrol's ("CHP's") Basic Inspection of Terminals ("BIT") program. If
Contractor receives a terminal rating below satisfactory, Contractor shall
notify the City, and Contractor is in violation of the Agreement. Contractor
has the time allowed by the CHP to cure violations and bring the terminal
rating up to satisfactory. If the CHP does not adjust the rating to
satisfactory or better within six (6) months, then the Contractor shall be
considered in default of this Agreement and the City may terminate the
Agreement.
h) Correction of Defects. Following any inspection, the City Manager or designee
shall have the right to cause Contractor, at its sole cost and expense, to
recondition or replace any vehicle or equipment found to be unsafe,
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unsanitary or unsightly. The City Manager or designee's determination may
be appealed to the City Council, whose decision shall be final.
4.6.3 Containers
Contractor shall provide Containers to be used under this Agreement. A Container shall be
considered properly placed out for Collection if it is feasibly accessible by Contractor's
Collection vehicles. If Customer and Contractor cannot agree upon the proper placement of
Containers, City shall have the right to make the final determination.
4.6.3.1 Carts
a) Cart Design Requirements - Contractor shall provide Customers with Carts at
the start of service under this Agreement. Carts and Cart lids must meet color,
size, uniformity and quality requirements of the City. The City will not permit
Carts and Cart lids with inconsistent colors or in poor condition to be used in
the City at any time during the term of this Agreement and may require
Contractor to replace such Carts.
1. All Carts provided by Contractor utilized in the performance of this
Agreement shall be manufactured by injection or rotational molding and
meet the Cart design and performance requirements as specified below.
All Carts selected shall be subject to City's approval.
b) Capacity - The references in Section 4.4 to Cart sizes of 96, 64 and 35-gallons
may be approximate. The Cart size, excluding lid capacity, may fall within the
following range:
1. 30 - 35 gallons
2. 60 - 70 gallons
3. 90 - 101 gallons
The selected sizes must be consistent throughout the City for a uniform
appearance.
c)Cart Age, Color, and Appearance - All Carts shall be the same, uniform color
and each Cart type shall carry a different color lid. Cart bodies shall have
Toter's "granite" look.
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1. The colors shall be colorfast and resistant to fading as a result of
weathering or ultraviolet degradation. Color must be approved in advance
by the City. Cart and Cart lid colors shall be consistent throughout the City.
d) Cart Labeling and Hot Stamping - Labels used on Carts shall be placed on the
inside of the Cart lid, and hot stamps shall be on the top of the lid and/or on
the body of the Cart. Design for both the labels and the hot stamps must be
approved by City prior to ordering labels or Carts. City shall approve what
information is included on the label and in the hot stamp, as well as approve
design and quality. Labels shall be replaced when worn, and when information
on the label is in need of updating. Cart labels and hot stamps shall include
bilingual (English and Spanish) and graphic instruction on what materials
should and should not be placed in each Cart Information on the Carts shall
include the telephone number to call for Contractor, Bulky Item pickups, and
HHW disposal information.
4.6.3.2 Cart Maintenance and Replacement Responsibilities
Contractor shall be responsible for Cart repair and maintenance, and replacing lost, stolen,
or damaged Carts within two (2) business days, and for graffiti removal within one (1) day, at
no additional charge to the Customer or to City, unless Contractor can demonstrate to the
City Manager or designee beyond a reasonable doubt that the damage or loss was due
exclusively the Customer's intentional or negligent behavior. City Manager or designee shall
make the final determination. If City permits a repair or replacement charge to be assessed
against a Customer, charge shall be no more than the actual cost of repair or the Contractor's
purchase price for a new Cart, whichever is lower. All repairs must restore the Cart to its full
functionality. Unsightly/worn-out Carts shall be replaced by Contractor upon Customer
request.
4.6.3.3 Cart Colors—SB 1383
Contractor shall be responsible to furnish Carts with colors, lids, and/or labels that comply
with the requirements of SB 1383. Contractor shall place and maintain SB 1383-compliant
labels on all Carts starting March 1, 2024. Contractor shall furnish and replace Carts such that
all Carts are color-compliant with SB 1383 no later than January 1, 2036.
4.6.3.4 Bins
a) Cleaning. Contractor shall provide Customers with Bins required during the
term of this Agreement The size of Contractor-provided Bins shall be
determined by mutual agreement of Customer and Contractor and shall be
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Integrated Solid Waste Management and Street Sweeping Agreement
subject to City approval. Contractor shall maintain Bins in a clean, sound
condition free from putrescible residue. All Bins in use shall be constructed of
heavy metal, or other suitable, durable material, and shall be watertight and
well painted. Wheels, forklift slots, and other apparatuses, which were
designed for movement, loading, or unloading of the Bin shall be maintained
in good repair.
Upon Customer or City request, or if required to maintain the Containers in a
clean condition, Contractor shall clean all Bins once per year at no additional
charge. Contractor shall perform cleaning or replacement of Bins more
frequently, if necessary, to prevent a nuisance caused by odors or vector
harborage, or if requested by Customer or City, for an additional fee in
accordance with the approved rate schedule. When a Bin is removed for
cleaning, Contractor shall replace the Bin, either temporarily or as a change-
out, with another Container. Contractor shall remove graffiti from any
Container within one (1) business day of request by City or Customer.
Contractor shall proactively look for graffiti when Collecting Bins, with all
graffiti removed from Containers in no later than one (1) business day after
any Collection without notification.
b) Bin Identification and Color - Each Bin placed in City by Contractor shall have
the name of Contractor and phone number in letters not less than three (3)
inches high on the exterior of the Bin so as to be visible when the Bin is placed
for use. Bins shall be labeled to include bilingual (English and Spanish) and
graphic instruction on what materials should and should not be placed in each
Bin. Contractor shall repaint Bins upon City's request if the City deems it
necessary to maintain a neat appearance.
4.6.3.5 Bin Colors—SB 1383
Contractor shall be responsible to furnish Bins with colors, lids, and/or labels that comply
with the requirements of SB 1383. Contractor shall place and maintain SB 1383-compliant
labels on all Bins starting March 1, 2024. Contractor shall furnish and replace Bins such that
all Bins are color-compliant with SB 1383 by January 1, 2036.
4.6.3.6 Roll-off Boxes
Contractor shall provide sufficient Roll-off Boxes to meet Customer demand throughout the
Term of the Agreement, and shall keep all Roll-off Boxes clean, free from graffiti, equipped
with reflectors, and with the name and phone number of Contractor in letters not less than
three (3) inches high on the exterior of the Roll-off Box so as to be visible when the Roll-off
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Box is placed for use. Contractor shall properly cover all open Roll-off Boxes during transport
as required by the State Vehicle Code.
4.6.4 Litter Abatement
a)Minimization of Spills - Contractor shall use due care to prevent Solid Waste
or fluids from leaking, being spilled, and/or scattered during the Collection or
transportation process. If any Solid Waste or fluids leak or spill during
Collection, Contractor shall promptly clean up all such materials. Each
Collection Vehicle shall carry a broom, shovel, absorbent, and containment
materials at all times for this purpose.
Contractor shall not transfer loads from one vehicle to another on any public
Street, unless it is necessary to do so because of mechanical failure, accidental
damage to a vehicle, or a pre-approved method of Solid Waste transfer
between vehicles, without prior written approval by City.
b) Clean Up - During the Collection or transportation process, Contractor shall
clean up all litter spilled during Collection or otherwise caused by Contractor.
Contractor shall leave a "red tag" notice for Customer if litter not caused by
Contractor is found in Container enclosure or around Containers. Contractor
may charge Customers in accordance with the approved rate schedule for the
cleaning of Container enclosures or around the Container if it is littered due to
overflowing Containers. Contractor may address habitual offenders in
accordance with Section 4.2.3.
In the event of a spill of materials(vehicle fluids, Organic Waste leachate,etc.),
Contractor shall provide a clean up of the spill to the satisfaction of City and
other governing agencies. Clean up methods may include pressure washing
Contractor must capture and reclaim water) or other similar clean-up
methods.
c)Covering of Loads - Contractor shall properly cover all open debris boxes
during transport to the Disposal Site.
4.6.5 Personnel
a) Qualified Drivers. Contractor shall furnish such qualified drivers, mechanical,
supervisory, clerical, management, and other personnel as may be necessary
to provide the services required by this Agreement in a satisfactory, safe,
economical, and efficient manner. All drivers shall be trained and qualified in
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Integrated Solid Waste Management and Street Sweeping Agreement
the operation of vehicles they operate and must possess a valid license, of the
appropriate class, issued by the California Department of Motor Vehicles.
b) Hazardous Waste Employee Training. Contractor shall establish and vigorously
enforce an educational program which will train Contractor's employees in the
identification of Hazardous Waste. Contractor's employees shall not
knowingly place such Hazardous Waste in the Collection Vehicles, nor
knowingly dispose of such Hazardous Waste at the processing Facility or
Disposal Site.
c)Customer Courtesy. Contractor shall train its employees in Customer courtesy,
shall prohibit the use of loud or profane language, and shall instruct Collection
crews to perform the work quietly. Contractor shall use its best efforts to
assure that all employees present a neat appearance and conduct themselves
in a courteous manner. If any employee is found to be discourteous or not to
be performing services in the manner required by this Agreement, Contractor
shall take all necessary corrective measures including, but not limited to,
transfer, discipline, or termination. If City has notified Contractor of a
complaint related to discourteous or improper behavior, Contractor will
consider reassigning the employee to duties not entailing contact with the
public while Contractor is pursuing its investigation and corrective action
process.
d) Unauthorized Material Removal. Contractor shall dismiss or discipline
employees who remove documents or any other material from Containers,
other than specifically for the purposes of Disposal and Diversion as described
in this Agreement.
e) Training. Contractor shall provide suitable operations, health and safety
training for all of its employees who use or operate equipment or who are
otherwise directly involved in Collection or other related operations.
f)Compliance with Laws. Contractor shall be knowledgeable of and comply with
all local, State and Federal laws which may apply to the performance of this
Agreement. Consultant warrants and represents that all of its employees,
including any and all prospective employees hired to perform services for the
City under this Agreement and the employees of any subcontractor retained
by the Consultant to perform a portion of the services under this Agreement,
are and will be authorized to perform the services contemplated by this
Agreement in full compliance with all applicable State and Federal laws, rules,
and regulations.
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4.6.6 Identification Required
Contractor shall provide its employees, companies, and subcontractors with identification for
all individuals who may make personal contact with residents or businesses in City. City may
require Contractor to notify Customers yearly of the form of said identification. Contractor
shall provide a list of current employees, companies, and subcontractors to City upon
request.
City reserves the right to perform a security and identification check through the City's Police
Department on the Contractor and all their present and future employees employed by
Contractor to work in the City, in accordance with accepted procedures established by City,
or for probable cause.
4.6.7 Fees and Gratuities
Contractor shall not, nor shall it permit any agent, employee, or subcontractors employed by
it to request, solicit, demand, or accept, either directly or indirectly, any compensation or
gratuity for services authorized to be performed under this Agreement.
4.6.8 Non-Discrimination
Contractor shall not discriminate in the provision of service or the employment of Persons
engaged in performance of this Agreement on account of race, color, religion, sex, age,
physical handicap, medical condition, or any other grounds in violation of any applicable
Federal, State, or local law.
Contractor shall, in all solicitations and advertisements for employees placed by, or on behalf
of Contractor, state that all qualified applicants will receive consideration for employment
without regard for race, color, religion, sex, national origin, mental or physical disability, or
any other prohibited reason.
Contractor shall cause the above paragraphs to be inserted in all subcontracts for any work
covered by this Agreement, provided that the foregoing provisions shall not apply to
subcontracts for standard commercial supplies or raw materials.
4.6.9 Routing and Coordination with Street Sweeping Services
Contractor shall coordinate Solid Waste Collection and Street Sweeping routes such that
smooth traffic flow on City streets is maximized. In the event that a circumstance arises in
which a conflict between Solid Waste Collection and Street Sweeping routes negatively
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impacts the smooth flow of traffic on City streets, Contractor shall promptly develop and
submit to the City a plan to resolve the issue. Whether or not a circumstance negatively
impacts the smooth flow of traffic on City streets shall be determined solely by City. City shall
have the sole discretion to approve, modify, or replace Contractor's plan to resolve the issue.
Contractor shall promptly implement the planned resolution at City's direction.
Upon request by City, Contractor shall provide the City with maps of Contractor's Solid Waste
Collection and Street Sweeping routes in a format acceptable to the City. Contractor shall
submit to the City, in a format acceptable to City, maps of any proposed route changes at
least sixty (60) calendar days prior to the proposed date of implementation. Contractor shall
not implement any route changes without the prior review and approval of the City.
Contractor shall provide Customers with at least thirty (30) days advance notice of any
changes in their Collection day.
4.6.10 Report of Accumulation of Solid Waste; Unauthorized Dumping
Contractor shall direct its drivers to note (1) the addresses of any Premises at which they
observe that Solid Waste is accumulating and is not being delivered for Collection; and (2)the
address, or other location description, at which Solid Waste has been dumped in an
apparently unauthorized manner. Contractor shall deliver the address or description to City
within one (1) working day of such observation.
4.7 Transportation of Solid Waste
Contractor shall transport all Refuse Collected to a City-approved Facility (e.g. Transfer
Station, Waste-to-Energy Facility, Organic Waste Processing Facility, MRF, Disposal Site).
Contractor agrees to make all reasonable efforts to separate Recyclable Materials from
Refuse for Diversion from landfill Disposal.
Contractor shall maintain accurate records of the quantities of Solid Waste transported to all
Facilities utilized and shall cooperate with City in any audits or investigations of such
quantities.
Contractor shall cooperate with the operator of any Facility it uses with regard to the
operator's operations, including, for example, complying with directions from the operator
to unload Collection vehicles in designated areas, accommodating maintenance operations
and construction of new facilities, cooperating with its Hazardous Waste exclusion program,
and so forth.
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Integrated Solid Waste Management and Street Sweeping Agreement
4.8 Approved Facilities
The Contractor shall dispose of Refuse Collected that is not required to be processed, at a
Disposal Site approved by City. Contractor must receive written advance approval from City
to use each Transfer Station,Transformation Facility, processing Facility,or other Facility used
by Contractor in the fulfillment of this Agreement. Contractor is responsible for ensuring that
each Facility it uses is properly permitted prior to requesting City approval to use such Facility.
Unless and until the City instructs otherwise,the designated Disposal Site and other Facilities
are: The Orange County Landfill System, CR Transfer, CR&R Recycling, South Orange County
MRF and Transfer Station, Perris Regional Organics Anaerobic Digestion Facility, Orange
Organics Facility, Inland Empire Regional Composting Facility, CR&R's Rancho Mission Viejo
CDI/Green Waste Recovery Facility, South Yuma County Landfill/Compost Facility.
4.9 Status of Disposal Site
Any Disposal Site utilized by Contractor,shall be designed and constructed in accordance with
23 CCR Section 2510 et seq. ("Chapter 15"). Any such landfill shall have all permits from
Federal, State, regional, county and City agencies necessary for it to operate as a Class III
Sanitary Landfill and shall be in full regulatory compliance with all such permits.
4.10 Dedicated Routes
Solid Waste Collected in the City may not be commingled in Collection vehicles with Solid
Waste from other jurisdictions. All routes shall be dedicated exclusively to City of Orange
Solid Waste.
4.11 Route Audit
Once during the first year, and every three (3) years thereafter or at City request (but not
more than once per year), Contractor shall conduct an audit of its Collection routes in the
City. City may use information from the audit to develop a request for proposals for a new
service provider. City may instruct Contractor when to conduct the audit in order for the
results to be available for use in preparation of a request for proposals or for other City uses.
City may also instruct Contractor to conduct an audit at a time that would produce the most
accurate Customer service information for a new service provider to use in establishing
service with Customers. In setting these audit dates, City will establish due dates for
Contractor providing routing and account information, and later, the report, to City.
The route audit, at minimum, shall consist of an independent physical observation by
person(s) other than the route driver of each Customer in City. This person(s) is to be
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approved in advance by City. The route audit information shall include, at a minimum, the
following information for each account:
a)For Residential Customers:
1) Route Number;
2) Truck Number;
3) Number and size of Carts by waste stream (Refuse, Recycling, Organic
Waste);
4) Service Address; and,
5) Cart condition.
b) For Commercial Customers:
1) Route Number;
2) Truck Number;
3) Account Name;
4) Account Number;
5) Account Service Address;
6) Account Type (Residential, Commercial, Roll-off);
7) Service Level per Contractor Billing system (Quantity, Size, Frequency);
8) Observed Containers (Quantity and Size);
9) Container condition;
10) Proper signage; and,
11) Graffiti.
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Integrated Solid Waste Management and Street Sweeping Agreement
Within thirty(30)days after the completion of the route audit, Contractor shall submit to City
a report summarizing the results of the audit.This summary shall include:
a)Identification of the routes;
b) Route map;
c) Truck numbers;
d) Number of accounts, by route and in total (Residential, Commercial, and Roll-
off);
e) Confirmation that all routes are dedicated exclusively to City Customers;
f)Number and type of exceptions observed;
g) Total monthly service charge (Residential, Commercial, and Roll-off Box), pre-
audit; and,
h) Total monthly service charge (Residential, Commercial, and Roll-off), post-
audit (subsequent to corrections of identified exceptions).
The report shall include a description of the procedures followed to complete the route audit.
This description shall include the names and titles of those supervising the route audits and
the name and titles of those performing the observations.
The report shall also include a description of the changes and Contractor's plans to resolve
the exceptions. The results of the audit, and supporting back-up data, shall be available for
review by City or its representative and shall be made available in an electronic format.
4.12 Service Exceptions; Hazardous Waste Notifications
a) Failure to Collect. When Solid Waste is not Collected from any Solid Waste
service recipient, Contractor shall notify its service recipient in writing, at the
time Collection is not made, through the use of a "red tag" or otherwise, of
the reasons why the Collection was not made
b) Hazardous Waste Inspection and Reporting. Contractor reserves the right to
inspect Solid Waste put out for Collection and to reject Solid Waste observed
to be contaminated with Hazardous Waste and the right not to Collect
Hazardous Waste put out with Solid Waste. Contractor shall notify all agencies
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Integrated Solid Waste Management and Street Sweeping Agreement
with jurisdiction, if appropriate, including the California Department of Toxic
Substances Control and Local Emergency Response Providers and the National
Response Center of reportable quantities of Hazardous Waste, found or
observed in Solid Waste anywhere within City. In addition to other required
notifications, if Contractor observes any substances which it or its employees
reasonably believe or suspect to contain Hazardous Waste unlawfully disposed
of or released on any City property, including storm drains, streets or other
public rights of way, Contractor shall immediately notify City Manager or
designee. Contractor shall implement and maintain a training program that
will assist its employees in identifying and properly disposing of any Hazardous
Waste that may come into their possession.
c)Hazardous Waste Diversion Records. Contractor shall maintain records
showing the types and quantities, if any, of Hazardous Waste found in Solid
Waste and which was inadvertently Collected from service recipients within
City but diverted from landfilling.
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Integrated Solid Waste Management and Street Sweeping Agreement
5. DIRECT SERVICES—STREET SWEEPING
5.1 General — Standards of Work and Contractor Responsibilities
The Contractor shall furnish all material, labor, equipment, and supervision to perform the
maintenance as described in this Agreement including, but not limited to, the following:
1. Using the designated equipment, thoroughly sweep each improved Street, alley way,
public Parking Lot, and designated City Facility yard (Water Yard and Corporation
Yard) in the City on a frequency as specified in this scope of work and dispose of
collected debris in a legal manner. Work, equipment, and operating methods shall be
in compliance with all applicable Air Quality Management District (AQMD) and
National Pollutant Discharge Elimination System (NPDES) regulations and
requirements.
See Appendix A for Street Sweeping route maps, routes, locations, and frequencies:
Appendix Al — Designated Routes
Appendix A2 — Arterial --Commercial/Industrial
Appendix A3 — Corporation Yard and Water Yard
Appendix A4 — City Parking Lots
Appendix A5 — Alley Ways
Appendix A6 — Class II Bike Lanes
2. The Contractor shall perform the work described in this Agreement in a thorough and
professional manner so that the residents and businesses within the City are provided
with courteous, reliable, and high-quality Street Sweeping services at all times.
Sweeping speed shall not exceed ten (10) miles per hour. If, at any time, the City
determines that sweeping speed has exceeded ten (10) miles per hour, the City may
require the Contractor to Re-sweep any part of, or the entire sweeping route in
question at no additional cost to the City.
3. The Contractor's Street Sweeper shall leave designated areas free of all dirt, litter,
debris, and visual dust within the control of a fully operational machine. Due to
various Street widths and configurations throughout the City, Street Sweeping may
require slower Travel Speed and/or multiple passes by the sweeper in many cases, to
ensure curb-to-curb coverage of the Street. Streets with raised medians (Commercial
and Residential) shall have the curb-gutter perimeters of each raised median swept,
including turnouts. Street-grade striped medians shall be swept in their entirety. All
deposits within intersections shall be removed as part of the sweeping operations,
resulting in minimal debris residual or tailings left on the swept surface following the
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Integrated Solid Waste Management and Street Sweeping Agreement
completion of a pass(es) of the Street Sweeping machine. No sweeper shall blow
debris onto private property. All dust suppression systems shall be as mandated by
AQMD.
4. Due to various Street configurations and densities of the urban forest throughout the
City, when necessary for proper cleaning, the Contractor shall make more than one
pass on a Street, without additional compensation.
S. The Contractor shall immediately respond when notified by the City to Re-sweep
unsatisfactory areas at no additional charge. In areas with offset angles, extruded
curbs, parking blocks or any areas where Street Sweeping equipment has difficulty in
maneuvering, the Contractor shall use whatever legal means necessary to maintain
the cleanliness of these areas. These areas are subject to all the terms and conditions
listed in this Agreement. Sweeping of alley ways shall include two passes to ensure
complete coverage of the alley.
6. Upon City approval, Contractor may use the City's Corporation Yard (637 W. Struck
Ave.)to store its Street Sweepers. City's approval may be withdrawn at any time with
reasonable notice to Contractor. Prior to the use of the City facility, an access
agreement between the Contractor and the City will be required.
7. Debris shall be disposed of in a legal manner per all applicable regulations. The
Contractor shall obtain all permits and/or make all notifications to the County of
Orange, or other local enforcement agencies, as necessary for debris handling
transfer, hauling, etc.).
8. The Contractor shall furnish copies of valid commercial driver licenses for all operators
assigned to City, whether permanently or temporarily assigned to City.
9. The Contractor shall assign to the City, at all times, the necessary amount of fully
operational Street Sweeping vehicles and qualified operators to perform the Scope of
Work as outlined in this Agreement unless written approval from the City has been
obtained. Contractor shall have on-call reserve sweeping vehicle(s) and operator(s)
in case of equipment failure or personnel illness/absents.
10. The Contractor's equipment operators shall maintain a log, listing the locations of
roadways that cannot be adequately swept because of obstructions such as low
hanging limbs or vehicles parked on City streets. The Contractor shall report these
locations, by address, to the City within forty-eight (48) hours.
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11. The Contractor's equipment operators shall maintain a log and report to the City,
items such as tree limbs or other obstructions blocking the normal path of the
sweeper. Operators shall also report items such as graffiti, significant roadway
potholes, damaged curb and gutter, areas of the sidewalk with significant lifting, and
other similar liability items. The Contractor shall report these items to the City daily
Monday-Friday) and submit the written log(s) weekly. The City shall provide the
Contractor's operators with annual training to help with identifying these types of
items.
12. The Contractor shall, during the Term of this Agreement, respond to all non-
emergency callbacks to the satisfaction of the City, within twenty-four (24) hours of
notification. Failure to comply with this requirement will result in a reduction in
compensation to the Contractor as determined appropriate by the City. Notifications
of deficiencies, poor workmanship, or missed sweeping received from Customers
within forty-eight (48) hours of the original designated sweeping time shall be
responded to by the Contractor at no additional charge to the City. The City will notify
the Contractor of such instances.
13. The regularly scheduled Street Sweeping times shall be adhered to by the Contractor
unless deviation from the approved schedule is authorized by the City. A significant
number of City streets are posted no parking for Street Sweeping or have alternate
side postings during designated hours on various days of the week. The Contractor
shall coordinate sweeping operations with Parking Control Officers from the City of
Orange Police Department.
14. In the event that Inclement Weather precludes adhering to the regular sweeping
schedule, the affected areas may be omitted from the schedule for that cycle only, as
directed by the City. During Inclement Weather, a two-hour standby period, prior to
the designated start time, shall be observed before a scheduled Residential or
Commercial sweep will be canceled. All cancellations will be at the discretion of the
City.
15. The City shall have the right to establish holiday schedules. When a City holiday occurs
on a regularly scheduled sweeping day, said sweeping area shall not be swept. No
makeup for the sweeping area is required unless directed by the City.
16. Contractor shall notify the City should the Contractor have an emergency, and the City
shall determine whether the Contractor is released from completing a daily route
based on the nature of the emergency. The City has the authority to interrupt
scheduled service should the City have an emergency.
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City of Orange
Integrated Solid Waste Management and Street Sweeping Agreement
17. The Contractor shall legally dispose of all debris collected under the performance of
this Agreement by hauling it to a Disposal site subject to the approval of the City.
18. The Contractor shall make all necessary arrangements through the City's Water
Division, (714) 288-2475, to obtain water meters and shall pay for water necessary to
the Contractor's operations. Water costs are the responsibility of the Contractor and
shall be included in the Bid Item costs for associated work. No additional
compensation for water will be allowed.
19. In the event that Contractor is found to have obtained water for its sweepers from
the City's Water Division without using a water meter, Contractor shall pay to City a
liquidated damage pursuant to Section 12.3 equal to five hundred dollars ($500.00)
per instance for each instance Contractor obtained water without using a water
meter.
20. When notified of an area or street was not swept, Contractor shall issue a
proportionate credit to the customer upon request by the City or the Customer.
5.2 Street Sweeping Areas
The service areas, hours of operation, and estimated frequencies of service under the
provisions of this Agreement are detailed in Appendix A.
The Contractor acknowledges personal inspection of the sites and the surrounding areas and
has evaluated the extent to which the physical condition thereof will affect the services to be
provided.The Contractor accepts the premises in their present physical condition, and agrees
to make no demands upon the City for any improvements or alterations to those premises.
Some sweeping routes may be adjacent to public or private schools. The Contractor shall
coordinate these sweeping routes to ensure no conflicts are created. Sweeping adjacent to
schools shall be completed no less than thirty (30) minutes prior to the start time of school
or commenced thirty (30) minutes after the start time.
5.3 Inspection Rating System
The City shall prepare and implement an Inspection Rating System to be used to periodically
evaluate Street Sweeping performance, and potentially assess liquidated damages for
substandard Street Sweeping performance (see sample rating system in Appendix B). This
form and system may be modified at the discretion of the City. Contractor agrees to be so
evaluated by this system and bound by the ratings and/or resulting liquidated damages
indicated in the monthly Inspection Rating System report. The Inspection Rating System will
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City of Orange
Integrated Solid Waste Management and Street Sweeping Agreement
be conducted periodically at the sole discretion of City. If Contractor receives a rating of
ninety(90) or lower pursuant to the scoring system shown in Appendix B, Contractor shall be
subject to liquidated damages pursuant to Section 12.3 5.
5.4 Inspections, Meetings, and Documentation
The City reserves the right to perform inspections, including inspection of Contractor's
equipment, at any time for the purpose of verifying the Contractor's performance under this
Agreement, and identifying any deficiencies. City or a third party designated by City shall
perform quarterly inspections of Contractor's vehicles. If the inspections are satisfactory, the
City may decrease the frequency of inspections to bi-annually.
The Contractor or its authorized representative shall meet with the City representative on
each site at the discretion and convenience of the City, for walk-through inspections. All
routine maintenance functions shall be completed prior to this meeting.
At the request of the City, the Contractor, or its representative, shall attend meetings and/or
training sessions, as determined by the City,for purposes of orientation, information sharing,
Agreement revision, description of the City policies, procedures, standards, and the like.
The Contractor shall provide to the City such written documentation and/or regular reports
as the City deems necessary to verify and review Contractor's performance under this
Agreement and to provide to the City pertinent information relative to the maintenance,
operation, and safety of the sites. Contractor shall reimburse the City for all costs and
expenses City incurs for the performance of the tasks outlined in this section (including
inspections conducted by City or any third party designated by City).
5.5 Special Sweeps
The Contractor shall, during the Term of this Agreement, respond to requests for Special
Sweeps required during emergencies, twenty-four (24) hours per day, seven (7) days per
week, by dispatching required sweeping equipment to the site,within one (1) hour of contact
by the City. The Contractor shall maintain an accurate emergency contact list throughout the
Term of this Agreement and provide that list to the City annually.There shall be no minimum
compensation for emergency Special Sweeps. City shall compensate Contractor for
emergency Special Sweeps pursuant to the hourly rates shown in Exhibit D.
In addition to the daily Street Sweeping services required in this Agreement, the City may
request additional non-emergency Special Sweeps.The City shall request Special Sweeps with
at least a forty-eight (48) hour notice. The Contractor shall be compensated for Special
Sweeps at the established rate in. There shall be no minimum compensation for non-
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City of Orange
Integrated Solid Waste Management and Street Sweeping Agreement
emergency Special Sweeps. City shall compensate Contractor for non-emergency Special
Sweeps pursuant to the hourly rates shown in Exhibit D.
5.6 Customer Service—Street Sweeping
The Contractor shall maintain a customer service program. Said program shall be operational,
at a minimum, from 8:00 A.M. to 5:00 P.M., Monday through Friday, exclusive of holidays
Office Hours"). A responsible and qualified bilingual (English and Spanish speaking)
representative of the Contractor shall be available during Office Hours for personal
communication with the public.
The Contractor's telephone system shall be adequate to handle the volume of calls typically
experienced on the busiest days. If City receives more than five (5) complaints in thirty (30)
days that Customers are unable to contact the Contractor by phone, City may require
Contractor to increase capacity. Contractor shall have a representative, a message machine,
or an answering service available outside of Office Hours. Calls received outside of Office
Hours shall be responded to on the next business day. Contractor shall provide City with a
twenty-four (24) hour emergency number to a live person, not voice-mail.
Contractor shall also provide an online platform to accept customer requests and complaints.
Customers shall be able to submit requests through an online portal and receive automated
status updates of their service requests. Requests shall be able to be received on the online
platform 24 hours a day. Contractor shall have online platform operational by October 1,
2024.
Service complaints received by the City shall be directed to the Contractor. The Contractor
shall keep daily logs of complaints forwarded to it for a minimum of three (3) years. In
addition to forwarded complaints, Contractor shall log all other complaints received and said
log shall include the date and time the complaint was received, the name, address and
telephone number of the Customer, a description of the complaint, the name of the
employee recording the complaint, and the action taken by the Contractor to respond to and
remedy the complaint.
All written Customer complaints and inquiries shall be date-stamped when received. All
complaints shall be initially responded to within one (1) business day of receipt. Contractor
shall resolve complaints within two (2) business days. Contractor shall log action taken by
Contractor to respond to and remedy the complaint.
All Customer service records and logs kept by the Contractor shall be available to the City
upon request. The City shall, at any time during regular Office Hours, have access to the
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City of Orange
Integrated Solid Waste Management and Street Sweeping Agreement
Contractor's Customer service department for purposes that may include monitoring the
quality of Customer service or researching Customer complaints.
Disputes between the Contractor and Customer regarding the services provided in
accordance with this Agreement may be resolved by the City.The City's decision shall be final
and binding.
Intervention by the City is not a condition precedent to any rights or remedies third parties
might otherwise have in any dispute with the Contractor. Nothing in this section is intended
to affect the remedies of third parties against the Contractor.
5.7 Communication and Emergency Response
The Contractor shall, during the Term of this Agreement, maintain a twenty-four (24) hour
emergency telephone number with a 714 area code. This number is for the City to contact
the Contractor. For hours beyond a normal 8:00 A.M.to 5:00 P.M. business day,an answering
service shall be considered an acceptable substitute. Answering machines are not
acceptable.
All requests for emergency services shall require equipment and operator to be dispatched
to the required location as soon as possible after notification; but in all cases within one (1)
hour, to the satisfaction of the City. If any emergency service request is not responded to in
one (1) hour,the City shall be notified immediately of the reason for not meeting the required
response time followed by a written report to the City within two (2) working days.
Whenever immediate action is required to prevent possible injury, death, or property
damage (including Sanitary Sewer Overflows), City may, after reasonable attempt to notify
the Contractor, cause such action to be taken by alternate work forces and as determined by
the City, charge the cost thereof to the Contractor, or deduct such cost from any amount due
to the Contractor. This deduction shall include a markup for administrative costs equal to
fifteen percent (15%) of the actual costs incurred.
Contractor's supervisors shall carry mobile telephones with a 714 area code. Supervisors shall
respond to any call from the City within thirty (30) minutes at any time.
5.8 Safety—Street Sweeping
The Contractor agrees to perform all work outlined in this Agreement in such a manner as to
meet all accepted standards for safe practices during the performance of its duties and to
safely maintain stored equipment, machines, and materials or other hazards consequential
or related to the work; and agrees additionally to accept the sole responsibility for complying
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City of Orange
Integrated Solid Waste Management and Street Sweeping Agreement
with all City, county, State or Federal requirements at all times so as to protect all persons,
including Contractor's employees, agents of the City, vendors, members of the public, or
others from foreseeable injury, or damage to their property. Contractor shall make weekly
inspections for any potential hazards at said sites and keep a log indicating date inspected
and action taken.
The Contractor shall notify the City immediately of any occurrence of accident, injury, or
persons requiring emergency services and, if so requested, shall prepare a written report of
the incident to the City within three(3)calendar days following the occurrence, unless a lesser
time period is required by law. Contractor shall cooperate fully with the City in the
investigation of any such occurrence.
5.9 Street Sweeping Services
The acceptable daily hours of sweeping services shall be in accordance with Appendix A or as
designated by the existing Street Sweeping signs throughout the City, which shall be
considered normal work hours as may pertain to any other provision of this Agreement.
The Contractor shall be sweeping the route within thirty (30) minutes of the time posted on
the Street Sweeping "no parking" signs or time designated in Appendix A.
The Contractor shall provide staffing to perform the required sweeping services during the
prescribed hours as specified in these Agreement documents. Any changes in the days and
hours of operation heretofore prescribed shall be subject to approval by the City.
5.10 Sweeping Schedules
The Contractor shall, within thirty (30) days after the execution of this Agreement, submit
current Street Sweeping schedules to the City for review and approval. Said schedules shall
identify required Street Sweeping operations and delineate the time frames for performance.
A routine Street Sweeping operations schedule shall include all tasks required at the intervals
required.
The Contractor shall submit revised schedules when actual performance differs substantially
from planned performance, and from time to time as requested by the City. Said revisions
shall be submitted to the City for review and approval, within five (5) working days prior to
the original or revised scheduled time for the work, whichever is earlier.
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City of Orange
Integrated Solid Waste Management and Street Sweeping Agreement
5.11 Training—Street Sweeper Operators
The Contractor shall provide sufficient personnel to perform all work in accordance with the
specifications set forth in this Agreement. In cooperation with the Orange Police
Department, the Contractor agrees to conduct, and to pay for, background checks if required
by the City on all personnel providing sweeping services for this Agreement. In the event
such background check reveals an item, which Orange Police deems a security problem, City
may request that such individual be removed from the list of personnel authorized to provide
services to the City. The Contractor's personnel shall possess the minimum qualifications for
the position in which each is working.
The Contractor shall have a local representative with authority to contractually bind the
Contractor in matters which may arise during the Term of this Agreement. The Contractor
shall provide, prior to commencement of work under this Agreement, in writing to the City,
a statement indicating by name the specific authority vested in the local representative. The
Contractor's local representative shall be responsible for instructing and training of the
Contractor's personnel in the proper and specified work method and procedures; directing,
scheduling, and coordinating all sweeping services and functions to completely accomplish
the work as required by this Agreement. The local representative shall be available for
consultation regarding problems on a daily basis at some time during regular working hours
6:00 A.M. to 4:00 P.M., Monday through Friday).
Each crew of the Contractor's employees shall include at least one individual who speaks
English proficiently. For the purposes of this section, a crew is understood to be any individual
worker or group of workers who might service any site without other Contractor's supervisory
personnel present.
The City may at any time give the Contractor written notice to the effect that the conduct or
action of a designated employee of the Contractor is, in the reasonable belief of the City,
detrimental to the interest of the public patronizing City premises. The Contractor shall meet
with representatives of the City to consider the appropriate course of action with respect to
such matter and the Contractor shall take reasonable measures under the circumstances to
assure the City that the conduct and activities of the Contractor's employees will not be
detrimental to the interest of the public patronizing City premises.
The City may at any time order any of the Contractor's personnel removed from City premises
when, in the reasonable belief of the City, said Contractor's personnel is objectionable,
unruly, unsafe, or otherwise detrimental to the interest of the City or the public patronizing
City premises.
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City of Orange
Integrated Solid Waste Management and Street Sweeping Agreement
The Contractor shall require each of its personnel to adhere to basic public works standards
of working attire including uniform shirts and/or vests clearly marked with the Contractor's
company name and employee name badges as approved by the City. Sufficient changes shall
be provided to present a neat and clean appearance of the Contractor's personnel at all times.
Shirts shall be worn and buttoned at all times. The Contractor's personnel shall be equipped
with proper shoes and other gear required by State safety regulations. Brightly colored traffic
vests or reflectors, meeting Caltrans' standards, shall be worn when personnel are working
near vehicular traffic.
5.12 Noise—Street Sweeping
The Contractor shall not interfere with the public use of City premises and shall conduct its
operations as to offer the least possible obstruction and inconvenience to the public or
disruption to the peace and quiet of the area within which the services are performed.
In the event that the Contractor's operations must be performed when persons of the public
are present, Contractor shall courteously inform said persons of any operations that might
affect them and, if appropriate, request persons to move out of the work area.
Contractor shall be subject to local ordinances regarding noise levels with regard to
equipment operations. Contractor shall not use any power equipment except as allowed
under local ordinances. The Contractor is hereby notified that specific hours of service are
required. Further, any schedule of such operations may be modified by the City to ensure
that the public is not unduly impacted by the noise created by such equipment. The
Contractor is responsible to know and follow all noise related requirements listed in the
Orange Municipal Code.
5.13 Street Sweeping Equipment
The quality and quantity of the equipment used by the Contractor for the sweeping of streets
shall be sufficient to perform the work required in this Agreement. A minimum of five (5)
primary sweepers and two (2) back-up sweepers shall be provided. Three (3) primary
sweepers shall be broom type and two (2) primary sweepers shall be vacuum type or
regenerative air vacuum type. One (1) back-up sweeper shall be broom type and one (1)
backup sweeper shall be vacuum type or regenerative air vacuum type. The City reserves the
right to adjust the type of sweepers, with regard to mechanical or vacuum operations, based
upon actual performance and cleanliness of the streets being swept. Any allowable change in
the equipment type shall be accompanied by a change in cost, subject to negotiation and final
approval by the City.
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City of Orange
Integrated Solid Waste Management and Street Sweeping Agreement
At no time shall any primary sweeper exceed nine(9)years old or any backup sweeper exceed
ten (10) years old. All sweepers shall meet regulatory standards applicable in the year of
operation. All sweepers shall be subject to a visual inspection by the City at any time during
the Agreement Term or subsequent extensions. Upon completion of such inspection,the City
may direct the Contractor to refurbish the exterior of the sweeper to include metal
fabrication and painting. The intent is to ensure sweepers used by the Contractor are not
rusty, degraded,or visually unpleasant.Sweepers not passing the visual inspection by the City
shall be replaced with acceptable sweepers at no cost to the City. The need to repair or
replace a sweeper is at the sole discretion of the City. Upon request, Contractor shall provide
to City the manufacturer's specifications for equipment used in the City.
All equipment shall be equipped in accordance with State law.The flashing beacon light shall
be visible for a minimum of one mile, flash 60-90 times per minute, mounted for 360 degree
visibility, and equipped with an amber lens. An arrow board, approved by the City, shall be
mounted on the back of all equipment. All sweeping equipment provided by the Contractor
shall comply with PM 10, AQMD Rule 1186, and Rule 1186.1 air quality requirements;
specifically, sweepers must be powered by alternative-fuels (e.g. CNG, RNG, propane, LNG).
Each sweeper shall be equipped with a portable blower. The Contractor shall utilize the
portable blower to move debris to a location where it can be removed by the sweeper unit
any time obstructions, temporary or permanent, limit the sweeper unit's access to areas
included in sweeping services. Blowers shall not be used directly adjacent to parked vehicles.
Any Street Sweeping vehicle fluid leak shall be cleaned immediately using all appropriate
cleaning methods, and properly disposed. Each sweeper provided by the Contractor shall
carry a spill kit and the operator shall be properly trained on how to clean spills. Costs incurred
by the City to respond to, clean up, and/or contain fluid spills from any Contractor's vehicle
shall be paid by the Contractor.
All sweepers shall have in large markings the name of the Contractor, and the phrase "Under
Contract with the City of Orange" either painted or permanently affixed to both sides of the
sweepers.
Each sweeper shall be equipped with an automatic vehicle location device (e.g. GPS). The
vehicle location and management system shall be approved by the City.
All Street Sweepers shall be adequately equipped with a water system for dust control and
shall comply with AQMD fugitive dust regulations (i.e. Rule 403).
All Street Sweepers shall be equipped with a monitoring system of all fluid systems which will
immediately alert the driver and operations manager should a fluid leak occur.
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City of Orange
Integrated Solid Waste Management and Street Sweeping Agreement
All Street Sweepers shall have two-way radio communication with the City during sweeping
operations. The City maintains an 800 MHz radio system, operated by the County of Orange.
The Contractor may elect to operate on the City's 800 MHz frequency or may elect to provide
a separate means of two-way communication with the City. Any proposed two-way
communication shall be operational throughout the entire City limits and approved by the
City.
Vehicle Inspections. Each year with its Annual Report, Contractor shall submit to City a copy
of:
a)Its most recent BASIC Score determined by the Federal Motor Carrier Safety
Administration, and,
b) Any terminal inspection reports resulting from the California Highway Patrol's
CHP's") Basic Inspection of Terminals ("BIT") program. If Contractor receives
a terminal rating below satisfactory, Contractor shall notify the City, and
Contractor is in violation of the Agreement. Contractor has the time allowed
by the CHP to cure violations and bring the terminal rating up to satisfactory.
If the CHP does not adjust the rating to satisfactory or better within six (6)
months, then the Contractor shall be considered in default of this Agreement
and the City may terminate the Agreement.
c)Correction of Defects. Following any inspection, the City Manager or designee
shall have the right to cause Contractor, at its sole cost and expense, to
recondition or replace any vehicle or equipment found to be unsafe,
unsanitary or unsightly. The City Manager or designee's determination may
be appealed to the City Council, whose decision shall be final.
5.14 Street Sweeping Equipment Location and Repair
The City requires that all equipment (both primary and backup sweepers) to be used for
performing services under this Agreement be kept within twenty (20) miles of the City limits.
The Contractor shall maintain a facility for repair and care of sweepers used in the City.
Brushes and brooms shall be maintained in proper condition and shall be replaced as
recommended by the manufacturer, or when pick-up ability becomes impaired. Contractor is
responsible for all costs associated with the installation, operation and maintenance of all
devices/equipment utilized as part of the Street Sweeping services.
The Contractor shall demonstrate that adequate support equipment shall be available,
including debris transfer vehicles, pickup trucks, service trucks,tire trucks, and any other item
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City of Orange
Integrated Solid Waste Management and Street Sweeping Agreement
of equipment necessary to provide sweeping services as described within this Agreement. All
equipment, including support equipment, to be used by Contractor shall be listed as a part of
the detailed inventory to support the Contractor's qualifications.
The Contractor's equipment and equipment service records, including warranty repair, shall
be subject to periodic inspection by City. All work, to include warranty and non-warranty
work, shall be documented for City review.
Scheduled or unscheduled equipment maintenance and/or repairs shall be noticed to City
immediately, with anticipated date and time of equipment return.
The City shall have the option of performing a complete inspection of all vehicles at any time
throughout the Term of this Agreement. If any vehicle is inspected and it is determined to
not meet standards the City deems necessary to fulfill the terms of this Agreement, or to
operate safely, the City may require such vehicle(s) be brought to standard before being
placed back in service. Any vehicle accidents involving sweepers assigned to the City must be
reported in writing within twenty-four (24) hours of said accident to the City.
5.15 GPS Equipment and Software
The Contractor shall provide an automatic vehicle location device (e.g. GPS) on primary and
backup sweeper units. This device shall be placed on all sweeping equipment at the
Contractor's cost.
The Contractor shall provide associated software programs, which will report all Street
Sweeping activity. The associated software shall be provided at no cost to the City including
monthly monitoring charges. The Contractor shall provide software and licensing for two
work stations (at the City's Corporation Yard) and all associated IT services required to install,
maintain, and update this software for the duration of the Agreement. Software shall be
capable of being operated on computers utilizing Microsoft Windows XP.
Software shall be capable of demonstrating real-time location, speed and path of travel of
equipment equipped with GPS systems. Software shall be capable of recording and printing
daily activity logs indicating actual miles traveled, ground speed of equipment, the location of
equipment at any given time, and any other information that is suitable for documenting
actual work performed by the Contractor under this Agreement. Data collected may be used
by the City for the Inspection Rating System.
The Contractor shall have a backup system to the GPS in the event of a system failure. The
backup system shall be subject to City approval. The Contractor shall provide adequate
training on an annual basis for City staff in the operation and use of this system.
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City of Orange
Integrated Solid Waste Management and Street Sweeping Agreement
The Contractor shall respond to a GPS data request by the City within one (1) business day.
Should any location device fail, or need repair, the Contractor shall immediately report that
the system is inoperative to the City. If the Contractor's software or monitoring website fails,
the City shall immediately notify the Contractor. The Contractor shall repair any non-
operation portion of the system within two (2) business days or Contractor shall pay to City
one hundred dollars ($100.00) dollars for each twenty-four (24) hour period, or portions
thereof,that the system is unavailable to the City.
5.16 Customer Refunds for Missed Sweeps
Upon request by City or any Customer, Contractor shall credit a Customer's (or several
Customers' if applicable) account(s) in the event that the Customer's (or Customers') streets
were not swept according to the schedule in this Agreement. The amount of the credit shall
be that portion of the Customer's monthly rate related to street sweeping service and based
on the number of days the street was not swept. The amount of the credit shall be reasonable
and determined by the City at its sole discretion. The credit shall appear as soon as
practicable on the Customer's next invoice after Contractor is notified. Contractor shall not
be required to issue any such refunds by check.
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City of Orange
Integrated Solid Waste Management and Street Sweeping Agreement
6. OTHER SERVICES
6.1 Customer Billing and Contractor Compensation
6.1.1 Cart Billing
Contractor shall Bill Single-Family Residential Customers for Cart Collection Service as shown
in Exhibit A. Contractor shall invoice Single-family Customers with Cart Collection service
quarterly in advance on or about the first day of the quarter during which service will be
provided. Contractor shall prorate invoices for Customers that start or stop service during
the month. Contractor shall invoice any Single-family Customers with Bin or Roll-off
Collection service according to the billing method for Commercial or Multi-family Customers
with Bins, or according to the method for billing Roll-off Customers.
6.1.2 Bin, Roll-off and Temporary Services Billing
Contractor shall bill Commercial and Multi-family Customers for Bin, Roll-off Box and
temporary services and other special charges as shown in Exhibit A, Exhibit B, and Exhibit C.
Contractor shall prorate invoices for Customers that start or stop service during the month.
Commercial Customers may share Bins and Contractor shall separately bill such Customers
their proportionate share. Contractor shall bill monthly, no sooner than the first day of
service and require payment no sooner than thirty (30) days from the start of the service
period.
For individually serviced Customers who request temporary Roll-off Box or temporary Bin
service, Contractor shall accept major credit cards for payment. Individually serviced
Customers who do not use credit cards may be required by the Contractor to post a security
deposit or to pay on a "Cash on Delivery" (C.O.D.) basis. Any unused portion of a security
deposit shall be refunded to the Customer within five (5) business days of the termination of
service.
In the event Contractor charges a fee without advance approval, Contractor shall pay back
each Customer that has been assessed the fee,the amount of the fee plus a one-time interest
charge of 10%. Contractor may, with City approval, apply the amount as a credit on an
account.
6.1.3 Start and Stop Service—Vacant Residential Units
Upon notification by a Single-family or Multi-family Customer with Cart Collection Service
that one or more Dwelling Units are or will be vacant, Contractor shall prorate and/or credit
the Customer's invoice to reflect the period of time during which the Dwelling Units are
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Integrated Solid Waste Management and Street Sweeping Agreement
vacant. Contractor shall rely on Customer's written representation of the period of time
during which the Dwelling Units are vacant. Contractor shall not require any other
documentation from Customer. Contractor may retrieve Customer's Carts for any vacant
Dwelling Unit at no charge to Customer. Contractor may charge the Re-start Fee in Exhibit A
to re-deliver a set of three (3) Carts that have been retrieved due to vacancy. In the event of
a dispute, the City Manager or designee shall have final authority to make the determination
on whether and when a Dwelling Unit is vacant.
6.1.4 Contractor's Invoices
Bills must be itemized by Container size and frequency of service and service period. City must
approve Contractor Billings as to content and format of invoices. All bills must carry a due
date, not "due upon receipt".
6.1.5 Non-Payment; Collections; Suspension of Service
In the event of non-payment by a Customer Billed by Contractor, Contractor must follow
these steps before suspending service:
a)First Notice - If payment is not received by fifteen (15) days after due date,
Contractor shall notify Customer in writing of the non-receipt of payment and
that non-payment can result in suspension of service.
b) Second Notice - If payment is not received within fifteen (15) days of the
mailing of the first notice of non-receipt of payment, Contractor shall mail a
second notice of non-receipt of payment, warning of service shall be
suspended in fifteen (15) days if payment is not received and that City may
undertake code enforcement against the delinquent Customer.
Contractor shall not suspend service without prior approval from City and may
be required to continue Residential service despite lack of payment due to
health and safety concerns. Contractor may request a security deposit of up
to two months' service from Customers that have had service suspended for
non-payment.
Contractor shall not suspend service to any public or private preschool,
elementary school, middle school, high school, alternative education facility,
college, university, or education related facility. Contractor shall not suspend
service to any hospital or medical related facility.
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Notwithstanding the above, in the event of a Billing dispute or to avoid a
negative impact on public health or safety, Contractor shall continue to
provide service to all Customers unless permitted otherwise by City, without
regard to the status of said Customer account. City may consider Customers
who have their service suspended for non-payment to be in violation of
Section 8.28.170 of the Orange Municipal Code. City agrees to make
reasonable efforts to enforce Sections 8.28.020 and 8.28.030 of the Orange
Municipal Code.
6.1.6 Exemption from Service
City may, but is not required to, establish guidelines to exempt properties from receiving and
paying for Solid Waste Collection service. Refer to Section 8.29.040 and 8.29.050 of the
Orange Municipal Code for requirements and regulations on self-hauling.
6.2 Customer Service
6.2.1 Local Office
Contractor shall maintain a local office within the County of Orange or within fifteen (15)
miles of the City of Orange city limits.Said office shall be open ("Office Hours"), at a minimum,
from 8:00 A.M. to 5:00 P.M., Monday through Friday, exclusive of holidays. A responsible and
qualified bilingual (English and Spanish speaking) representative of Contractor shall be
available during Office Hours for personal communication with the public at the local office.
Contractor's telephone system shall be adequate to handle the volume of calls typically
experienced on the busiest days. If City receives more than five (5) complaints in thirty (30)
days that Customers are unable to contact Contractor by phone, City may require Contractor
to increase capacity. Contractor shall have either a representative, a message machine, or an
answering service available outside of Office Hours. Calls received outside of Office Hours
shall be responded to on the next business day. Contractor shall provide City with a twenty-
four (24) hour emergency number to a live person, not voicemail.
Contractor shall also accept Customer complaints and inquiries via email. Contractor shall
record Customer complaints and inquiries in accordance with Section 6.2.2. Customer service
representatives receiving multiple complaints are to be transferred from Customer service
duties or, with City approval, disciplined and appropriately trained.
Contractor shall also provide an online platform to accept customer requests and complaints.
Customers shall be able to submit requests through an online portal and receive automated
status updates of their service requests. Requests shall be able to be received on the online
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platform twenty-four (24) hours a day. Contractor shall have online platform operational by
October 1, 2024.
6.2.2 Complaint Documentation
Service complaints received by City shall be directed to Contractor.Contractor shall keep daily
logs of complaints forwarded to it for a minimum of three (3) years.
Contractor shall record all calls and emails, including any inquiries, service requests and
complaints into a customer service log. This log shall include the date and time the complaint
was received,the name, address, and telephone number (and email address, if applicable) of
the caller/complainant, a description of the complaint, the name of the employee recording
the complaint, and the action taken by Contractor to respond to and remedy the complaint.
Log shall also include each instance that Solid Waste and/or Recyclables are not Collected,
and the form of notification used to inform the participants of the reasons of non-Collection
and the end result or means of resolution of the incident.
All written Customer complaints and inquiries shall be date-stamped when received. All
complaints shall be initially responded to within one (1) business day of receipt. Contractor
shall use best efforts to resolve complaints within two (2) business days. Contractor shall log
action taken by Contractor to respond to and remedy the complaint.
All Customer service records and logs kept by Contractor shall be available to City upon
request. City shall, at any time during regular Office Hours, have access to Contractor's
Customer service department for purposes that may include monitoring the quality of
Customer service or researching Customer complaints.
6.2.3 Resolution of Customer Complaints
Disputes between Contractor and Customers regarding the services provided in accordance
with this Agreement may be resolved by City. City's decision shall be final and binding.
Intervention by City is not a condition precedent to any rights or remedies third parties might
otherwise have in any dispute with Contractor. Nothing in this section is intended to affect
the remedies of third parties against Contractor.
6.2.4 Contract Liaison
Contractor shall designate in writing a "Contract Liaison"who shall be responsible for working
with City and/or City's designated representative(s)to resolve Agreement-related issues. City
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shall have the right to approve the Contractor's choice for a Contract Liaison. City shall be
notified in advance of any change in Contract Liaison.
6.2.5 Service Liaison
Contractor shall designate in writing a field supervisor as "Service Liaison" who shall be
responsible for working with City and/or City's designated representative(s) to resolve
Customer service-related complaints. City shall have the right to approve the Contractor's
choice for a Service Liaison. City shall be notified in advance of any change in Service Liaison.
6.3 Education and Public Awareness
6.3.1 General
Contractor acknowledges and agrees that education and public awareness are critical, key,
and essential elements of any efforts to achieve the requirements of AB 939,AB 341, AB 1826,
and SB 1383 and their implementing regulations. Accordingly, Contractor agrees to take
direction from City to maximize opportunities to expand public and Customer knowledge
concerning needs and methods to reduce, reuse, Recycle, and Compost Solid Waste and to
cooperate fully with City in this regard.
Contractor shall maintain its own program of providing information relevant to needs and
methods to reduce, reuse, and recycle Solid Waste with its Bills.All public education materials
shall be approved in advance by City and shall be printed in English, Spanish, or other
languages that the City may designate.
6.3.2 Implementation and On-going Education Requirements
To promote public education, in addition to any other materials it develops, Contractor shall
create the following public education materials and programs at its expense, which will be
distributed as indicated below. All of these materials and programs shall be produced and/or
available in English and Spanish languages, including pictures wherever applicable. All
brochures, mailings, and other educational materials are to be approved by City in advance
of distribution. A Public Education Plan shall be submitted to City for review within sixty (60)
days after the execution of this Agreement. The plan shall address the items described in this
section. The Public Education Plan shall be updated as needed by mutual agreement of the
Parties.
Annual Brochures/Mailings- Not less than four(4)times per year during the Term, Contractor
shall prepare and distribute to each Customer a mailing or billing insert to update Customers
regarding program basics, program changes, holiday schedules, and other service-related
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information. Separate brochures shall be developed for Residential and Commercial
Customers, reflecting the different services provided to each group. Mailings should promote
and explain: all Solid Waste programs offered by City and Contractor (such as Recycling,
Organics, Holiday Tree, and Bulky Item Collections) described in detail; the environmental,
regulatory, and other benefits of participating in Recycling; how to properly dispose of
Household Hazardous Waste such as syringes, paint, etc. through the County's program, the
City's door-to-door program, or other means; Collection schedules, including holiday
schedules; Customer service numbers; and the procedures to begin and terminate services.
This brochure shall be at least four(4) pages and printed in full color. City may provide mailing
labels from its Billing system. Contractor is responsible for all associated costs.
Corrective Action Notice - Contractor shall develop a corrective action notification form for
use in instances where a Customer sets out inappropriate materials for Collection that
explains the appropriate manner for Disposal of such items.
Website - Contractor shall develop and maintain a website to enable Customers to contact
Contractor, submit service requests, monitor the status of complaints, and to display holiday
schedules, proper HHW disposal procedures,which materials are to be placed in Recyclables
Containers and other useful information. Contractor shall also provide outreach through
other technologies that many be developed.
Recycle and Organic Waste Curriculum — Contractor shall provide a Recycling and Organic
Waste education curriculum for use in classroom visits and workshops, and shall develop
materials for use with such curriculum such as posters, coloring books, puzzles, and quizzes.
Contractor shall prepare and coordinate classroom education curriculum with the Orange
Unified School District, if requested by the District. The curriculum shall also be utilized by
Contractor for recycle presentations and physical interactive exhibits at City public libraries,
churches, and other youth groups identified by the City.
Customer Education — Organics - Contractor shall conduct applicable public outreach as
approved by the City to encourage Customers to include all types of Organics within the
Green Waste/Organics Carts. Public outreach shall include, but not be limited to, educational
stickers applied to the lids of Green Waste/Organics Carts, Cart tags, and educational fliers.
All new or replaced Green Waste/Organics Carts shall describe the Organic materials allowed
to be placed in the Green Waste/Organics Carts.
6.3.3 Contractor Representative
Contractor shall retain on its staff an individual who shall, as part of his or her job function,
routinely visit civic groups, school assemblies, homeowners' associations, Multi-family
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Premises, and businesses, to promote and explain the Recycling programs Contractor offers,
and participate in demonstrations, and civic events.
6.3.4 Community Events
At the direction of City, Contractor shall participate in and promote Recycling and other
Diversion techniques at City-sponsored Special Events,community events,and local activities
designated by City. Such participation shall include providing, without cost, Collection and
educational and publicity information promoting the goals of City's Solid Waste program.
6.4 Contamination Monitoring
Contractor shall implement a contamination monitoring program to minimize Prohibited
Container Contaminants in a manner that complies with 14 CCR Section 18984.5. Contractor
may conduct its contamination monitoring requirements through either Route Reviews or
Waste Evaluations, or a combination of the two methods. Contractor's contamination
monitoring program shall include, but not be limited to, the following:
6.4.1 Route Reviews
For routes on which Contractor conducts Route Reviews (i.e., on-route observations of
individual Containers), the routes must be reviewed at least once per year. Upon finding
Prohibited Container Contaminates in a Container, Contractor shall notify the Customer of
the violation. The notification shall include information in English and Spanish regarding the
Customer's obligation to properly Source Separate materials in the appropriate Containers
and should include photographic evidence of the violation. Contractor shall either leave a
Notice of Violation in English and Spanish at the Customer's location, or mail, e-mail, or
electronically message the Waste Generator.
6.4.2 Waste Evaluations
For routes on which Contractor performs Waste Evaluations (i.e., conducting waste
characterizations of Collected material at the Processing Facility), Waste Evaluations shall be
conducted at least twice per year for the Green Containers and Brown or Blue Containers,
and at least once per quarter for the Black Containers. Waste Evaluations shall include
samples of each Container type, and samples from different areas of the City, and from
different seasons in the year. The Waste Evaluations shall include at least the number of
samples required by 14 CCR Section 18984.5 (C)(1)(e).
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If the sampled weight of Prohibited Container Contaminants in the Waste Evaluations
exceeds twenty percent (25%) of the measured sample for any Container type, Contractor
shall perform one of the following:
a)Notify all Waste Generators on the sampled routes of their requirement to
properly separate materials into the appropriate Containers. Contractor may
provide this information by placing a notice in English and Spanish on the
Waste Generator's Container, gate, or door, and/or by mail, e-mail, or
electronic message to the Waste Generator.
b) Perform a targeted Route Review of Containers on the routes sampled for
Waste Evaluations to determine the sources of contamination and notify those
Waste Generators of their obligation to properly separate materials.
Contractor may provide this information to these Waste Generators by placing
a notice in English and Spanish on the Waste Generator's Container gate, or
door, and/or by mail, e-mail, or electronic message to the applicable
generators.
6.4.3 Recordkeeping and Reporting
Contractor shall collect and maintain following information and documents related to its
contamination minimization program and provide it to City:
a) A description of Contractor's process for determining the level of Container
Contamination.
b) Documentation of any of the Route Reviews it conducts.
c)Documentation of any Waste Evaluations performed including information
about any targeted Route Reviews conducted as a result of the Waste
Evaluations. The documentation shall at a minimum include dates of the
studies, the location of the Solid Waste Facility where the study was
performed, routes, source sector (e.g., Commercial or Residential), number of
samples, weights and ratio of Prohibited Container Contaminants and total
sample size, and of all notices issued to Waste Generators with Prohibited
Container Contaminants.
d) Documentation of the number of Containers where the contents were
disposed due to observation of Prohibited Container Contaminants.
Contractor shall continuously monitor the Single-Family Organic Waste Collection program
for both participation and contamination such that each year, Contractor has opened the Cart
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lid and checked the contents of a minimum of five percent(5%) of all Single-Family and Multi-
Family Cart Customers in the City to note contamination levels in the Carts. (Contractor shall
develop a plan to randomly sample areas of City,which shall be submitted to City for approval
annually.) When Contractor finds a household that is not participating, Contractor shall leave
or direct mail the Customer education materials in English and Spanish describing the
program, and how to participate. When Contractor finds contamination, Contractor shall
alert the Customer by leaving hang-tag public education materials in English and Spanish
concerning the acceptable materials for the program.Contractor shall recheck the Residences
that were tagged within sixty (60) days to see if the contamination has been reduced or
eliminated.
6.5 Waste Generation/Characterization Studies
Contractor acknowledges that City must perform Solid Waste generation and Disposal
characterization studies periodically to comply with the requirements of AB 939. Contractor
agrees to participate and cooperate with City and its agents and to accomplish studies and
data collection and prepare reports, as needed and directed by City, to determine weights
and volumes of Solid Waste Collected and characterize Solid Waste generated, disposed,
transformed, diverted, or otherwise handled/processed, by Customer type (Single-family,
Multi-family, Commercial), to satisfy the requirements of AB 939. Contractor shall at its sole
expense conduct such a waste generation and characterization study upon request of City.
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Integrated Solid Waste Management and Street Sweeping Agreement
7. CONTRACTOR COMPENSATION AND RATES
7.1 General
The maximum rates set forth in Exhibit A, Exhibit B, Exhibit C, and Exhibit D, and as those
maximum rates may be adjusted during the Term, shall be the maximum amount Contractor
may charge Customers as full, entire, and complete compensation due pursuant to this
Agreement for all labor, equipment, materials and supplies, taxes, insurance, bonds, letters
of credit, overhead, Disposal,transfer, profit,and all other things necessary to perform all the
Solid Waste Handling and Street Sweeping services required by this Agreement in the manner
and at the times prescribed. Contractor shall impose no other charges for services provided
to Customers unless approved by the City Manager or designee.
7.2 Initial Rates
The maximum rates that Contractor may charge Customers from March 1, 2024 through June
30, 2025, shall not exceed the maximum rates set forth in Exhibit A, Exhibit B, Exhibit C and
Exhibit D.
7.3 Schedule of Future Adjustments
Beginning with the Rate Year starting July 1, 2025 and ending on June 30, 2026, and for all
subsequent Rate Years, Contractor may request an annual adjustment to the maximum rates
shown in Exhibit A, Exhibit B, Exhibit C and Exhibit D.
Contractor shall submit its annual rate adjustment request in writing, to be received by City
in person or via certified mail, prior to the preceding March 30th, or at least ninety (90) days
prior to the effective date of the rate adjustment. If Contractor does not submit a rate
adjustment request prior to March 30th, City may delay the effective date of the rate
adjustment by one month for each 30-day period (or any portion thereof) after March 30th
that Contractor does not submit a rate adjustment request. Any delayed rate adjustment
shall become effective on the first day of the month (i.e., not become effective mid-month).
Contractor shall forego lost revenue due to any delayed rate adjustment. Contractor's annual
rate adjustment request shall be based on the method of adjustment described in Section
7.4. Adjustments to the maximum rates are subject to the approval of the City Council.
The Commercial initial rate adjustment from July 1, 2023, to March 1, 2024, shall be
implemented at 50% of the total adjustment. The remaining 50% shall be delayed and
implemented on July 1, 2025.
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7.4 Method of Adjustments
7.4.1 Annual Rate Adjustment Percentage
The Annual Rate Adjustment Percentage shall be calculated based on the cost component
categories shown in Table 1. Each cost component shall be adjusted by the change in the
corresponding index in Table 1. See Section 7.4.2 for detailed rate adjustment procedures.
Table 1—Cost Components of Inflation Adjustment Percentage
Initial Weightings for July
Cost 1, 2025 Adjustment Index
Category
Residential Commercial
Change in the highest level rate for the"Driver A/B"
Classification to be in effect as of the date the new
Labor 23.7% 20.0% rates go into effect (July 1st) under the Agreement
between local haulers and Package and General
Utility Drivers Local Union 396, International
Brotherhood of Teamsters (1)
Producer Price Index, WPU 0531 not seasonally
Fuel 4.7% 4.9% adjusted, Fuels and related products and power,
natural gas
Equipment 19.3% 8 3%
Producer Price Index, PCU336120336120, Heavy
duty truck manufacturing
Insurance 0.9% 0.9%
Producer Price Index, PCU524---524---, Insurance
carriers and related activities
Landfill
18.8% 21 5% Actual change in landfill gate fee per ton at the
Disposal Orange County Landfill System
Consumer Price Index, Series ID: CUURS49ASAO,
All Other 32.6% 44.4%
All items in Los Angeles-Long Beach-Anaheim, CA,
all urban consumers, not seasonally adjusted (U.S.
Department of Labor, Bureau of Labor Statistics.
Total 100.0% 100.0%
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Table 2—Example Calculation to Labor Components
Contract Date 10/01/23 10/01/24
Hourly Rate 23.40 24.15
Rate Adjustment Date n/a 7/01/25
Change to Labor Component n/ a 3.2%
Table 2 shows an example calculation of the labor component. Comparable rates from
subsequent labor agreements will similarly apply. If a subsequent labor contract has not been
executed prior to a rate adjustment calculation, the percentage change in the labor cost
component used in the prior year's adjustment calculation will be used. In the event that the
estimated labor component change is higher or lower than the actual change after a new
labor contract is executed, no compensation adjustment shall be provided for prior periods.
7.4.2 Rate Adjustment Steps
All rates will be adjusted using the same methodology described below. Residential and
Commercial rates shall be adjusted using the corresponding cost component weightings from
Section 7.4.1.
a) Step One - Calculate the percentage increase or decrease in each index listed
in Section 7.4.1. The increase or decrease in the published indices for fuel,
equipment insurance and all other (CPI) will be for the change in the average
annual published index between the calendar year ended the December prior
to the Rate Year anniversary date and prior calendar year.
b) Step Two - The first set of rate adjustment cost components as a percentage
of total costs are provided in Section 7.4.1 above, to be used for the rate
adjustment effective July 1, 2025, with subsequent components calculated in
Step Five of the rate adjustment. For Step Two of each subsequent rate
adjustment, use the cost components recalculated in Step Five during the
previous rate adjustment. Multiply the percentage changes for each rate
adjustment component by that component's weighting and add these
resulting percentages together to derive the Inflation Adjustment Percentage.
c)Step Three - Multiply the Total Rate Adjustment Percentage from Step Three
by the existing Customer rates to calculate the increase or decrease to the
maximum rates. Add the rate increase or decrease to the existing rates to
derive the newly adjusted rates.
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d) Step Four - Recalculate Residential and Commercial cost component
weightings for the following year based upon these changes.
7.5 Competitive Rate Guarantee
Contractor has agreed to a competitive rate guarantee for Residential and Commercial rates.
All Residential and Commercial rates shall be equal to or less than the 50th percentile of
comparable rates for Solid Waste Service, as of July 1 each year, charged by the following ten
10) jurisdictions in north Orange County: Anaheim, Fullerton, Garden Grove, Irvine,
Placentia, Santa Ana, Tustin, Villa Park, Brea, and Yorba Linda. Comparable rates shall be the
rates charged to ratepayers less any amount attributable to fees paid to or collected by the
jurisdiction, and less any amount for non-Solid Waste related services. The 50th percentile
of the comparable rates shall be the midpoint between the comparable rates of the 4th and
5th ranked jurisdictions.
Notwithstanding any rate adjustment resulting from the annual CPI adjustment in Section
7.4, City shall apply the competitive rate guarantee so that the Solid Waste Service rates shall
not exceed the median of the rates for similar services among the ten (10) north Orange
County cities. In other words, the maximum Solid Waste rates would be adjusted by the
annual CPI adjustment, with specific rates reduced if the 50th percentile of comparable rates
among the 10 jurisdictions in north Orange County listed above are less than the CPI-adjusted
rate under the Competitive Rate Guarantee. The rates would be adjusted each July 1 to
account for both the CPI adjustment and the Competitive Rate Guarantee.
7.6 Extraordinary Adjustments
Contractor may request an adjustment to maximum rates at reasonable times other than that
allowed under Section 7.4 in the event of extraordinary changes in the cost of providing
service under this Agreement. Such changes shall not include:
a)Changes in tipping fees for Recyclable Material processing costs;
b) Cyclical changes in Roll-off volume;
c)Inaccurate estimates by the Contractor of its proposed cost of operations;
d) Unionization of Contractor's work force; or,
e) Changes in wage rates or employee benefits.
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Unusual increased costs may include:
a)Extraordinary changes in the market value of Recyclables;
b) Extraordinary increases in the tipping fees charged at the Orange County
Landfill System;
c)Changes in direct per ton fees assessed at a Disposal Site by Federal, State or
local regulatory agencies;
d) Changes in service mandated by the City;
e) Changes to the Orange Municipal Code affecting Contractor's operations;
f)Increases in fees imposed by the City;
g)Changes in State or local government solid waste fees and charges; or,
h) Changes in the law.
For each request for an adjustment to the maximum rates that Contractor may charge
Customers brought pursuant to this section, Contractor shall prepare a schedule
documenting the extraordinary costs. Any request for an extraordinary adjustment shall be
submitted at least one hundred twenty (120) days prior to the effective date of the
adjustment. Such a request shall be prepared in a form acceptable to City Manager or
designee with support for assumptions made by Contractor in preparing the estimate.
Contractor shall also submit a schedule showing how its total costs and total revenues have
changed over the past three years for the services provided under this Agreement.
The City Manager or designee may request a copy of the Contractor's annual financial
statements in connection with the City Manager or designee's review of Contractor's rate
adjustment request. The City Manager or designee shall review the Contractor's request and,
in City Manager or designee's sole judgment and absolute, unfettered discretion, make the
final determination as to whether an adjustment to the maximum rates will be recommended
to the City Council, and the appropriate amount of the adjustment. The City Manager or
designee may consider increases or decreases in the Contractor's total revenues and total
cost of services when reviewing an extraordinary rate adjustment request. Only a
recommendation that an adjustment be allowed shall be presented to the City Council.
Should the City Council approve the request, the extraordinary rate adjustment shall become
effective at the start of the next billing cycle, i.e.,the next month for commercial and the next
quarter for residential and may not be applied retroactively.
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No increase in rates may occur unless and until any notice and hearing which may be required
by Proposition 218 (California Constitution Article XIII D, section 6), and related California
Government Code sections have been given and held. The City shall initiate and undertake
the notice and hearing process with respect to any increases in fees and charges occurring
from time to time during the Term arising from the operation of this section, in accordance
with the requirements of Proposition 218 (California Constitution Article XIII D, section 6),
and related California Government Code sections. If the proposed increase in rates is not
approved at the hearing pursuant to the requirements of the Proposition 218 process, there
will be no increase in the rates under this Agreement.
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8. REVIEW OF SERVICES AND PERFORMANCE
8.1 Performance Review Meeting
City may hold a meeting or a public hearing annually to review Contractor's Solid Waste
Handling efforts, source reduction, processing and other Diversion services, and overall
performance under this Agreement (the "Solid Waste Services and Performance Review
Meeting"). The purpose of the Solid Waste Services and Performance Review Meeting is to
provide for a discussion and review of technological, economic, and regulatory changes in
Collection, source reduction, Recycling, processing, and Disposal to achieve a continuing,
advanced Solid Waste Handling, source reduction, and Recycling and Disposal system; and to
ensure services are being provided by Contractor with adequate quality, effectiveness, and
economy, and in full compliance with the terms of this Agreement. Topics for discussion and
review at the Solid Waste Services and Performance Review Meeting shall include, but shall
not be limited to, services provided, feasibility of providing new services, application of new
technologies, Customer complaints, amendments to this Agreement, developments in the
law, new initiatives for meeting or exceeding AB 939 goals, regulatory constraints, results of
route audits, and Contractor performance. City and Contractor may each select additional
topics for discussion at any Solid Waste Services and Performance Review Meeting.
City shall notify Contractor of its intent to hold a Solid Waste Services and Performance
Review Meeting at least sixty(60) days in advance.Thirty(30) days after receiving notice from
City of a Solid Waste Services and Performance Review Meeting, Contractor shall submit a
report to City which may contain such information as it wishes to have considered, and shall
contain the following:
a)Current Diversion rates and a report on Contractor's outreach activities for the
past year.
b)Recommended changes and/or new services to improve City's ability to meet
the goals of AB 939 and to contain costs and minimize impacts on rates. A
specific plan for AB 939 compliance shall be included.
c)Any specific plans for provision for new or changed services by Contractor.
The reports required by this Agreement regarding Customer complaints shall be used as one
basis for review of Contractor's performance, and Contractor may submit other relevant
performance information and reports for consideration at the Solid Waste Services and
Performance Review Meeting. In addition to the above, City may request Contractor to
submit any other specific information relating to its performance for consideration at the
Solid Waste Services and Performance Review Meeting, and any Customer may submit
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comments or complaints during or before the meeting, either orally or in writing. Contractor
shall be present at and participate in the Solid Waste Services and Performance Review
Meeting.
As a result of its findings following any Solid Waste Services and Performance Review
Meeting, City may require Contractor to provide expanded or new services within a
reasonable time and City may direct or take corrective actions for any performance
inadequacies (although nothing contained in this provision should be construed as requiring
City to hold a Solid Waste Services and Performance Review Meeting in order to enforce any
rights or remedies it has pursuant to the terms in this Agreement.) Should City require
expanded or new services as a remedy for Contractor's failure to perform its obligations
hereunder, no additional compensation shall be due for such services. Otherwise, any new or
expanded services required of Contractor shall be subject to the provisions of Section 2.10.
8.2 Performance Satisfaction Survey
If requested by the City,Contractor shall create and conduct a survey at Contractor's expense
in preparation for any Solid Waste Services and Performance Review Meeting held pursuant
to Section 8.1. City shall notify Contractor of its desire for such a survey at least ninety (90)
days in advance of the Solid Waste Services and Performance Review Meeting. The purpose
of the survey is to determine Customer satisfaction with current Collection services and
Customer service provided by Contractor.The Survey will be distributed to a minimum of ten
percent (10%) of the Residential Customers and ten percent (10%) of the Commercial
Customers, selected at random. City may instruct Contractor to send out separate Single-
family and Multi-family/Commercial surveys. Contractor shall obtain City's approval of each
survey's content, format, and mailing list prior to its distribution. City may require that
Contractor have Customer responses to the survey returned directly to City. The survey
results shall be made available to the City thirty (30) days prior to the Solid Waste Services
and Performance Review Meeting.
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9. RECORDS, REPORTS AND INFORMATION REQUIREMENTS
9.1 General
Contractor shall maintain such accounting, statistical, and other records related to its
performance under this Agreement as shall be necessary to develop the financial statements
and other reports required by this Agreement. Also, Contractor agrees to conduct data
collection, information and record keeping, and reporting activities needed to comply with
Applicable Laws and regulations and to meet the reporting and Solid Waste program
management needs of City. To this extent, such requirements set out in this and other
sections of this Agreement shall not be considered limiting or necessarily complete. In
particular,this section is intended to only highlight the general nature of records and reports
and is not meant to define exactly what the records and reports are to be and their content.
Further, with the written direction or approval of City, the records and reports to be
maintained and provided by Contractor in accordance with this and other sections of the
Agreement shall be adjusted in number, format, or frequency.
9.2 Records
9.2.1 General
Contractor shall maintain records required to conduct its operations, to support requests it
may make to City, and to respond to requests from City in the conduct of City business.
Adequate record security shall be maintained to preserve records from events that can be
reasonably anticipated such as a fire, theft, and earthquake. Electronically maintained
data/records shall be protected and backed up. All records shall be maintained for five (5)
years and shall continue to be available for five (5) years after the expiration of this
Agreement. After minimum holding periods are met, Contractor shall notify City ninety (90)
days before destroying records.
Contractor agrees that the records of any and all companies conducting operations addressed
in the Agreement shall be provided or made available to City and its official representatives
during normal business hours. Account histories shall be accessible to the City by computer
for a minimum of five (5)years. City may review or utilize any of the records described in this
section. Such records include, but are not limited to, financial, Solid Waste, CERCLA, and
Disposal records.
9.2.2 Financial Records
Contractor shall maintain financial records in accordance with generally accepted accounting
principles (GAAP) relating to its operations pursuant to this Agreement separate and
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segregated from such records relating to its other operations. Contractor shall maintain at
least the following records:
a) Audited financial statements for Contractor or, if a guarantee was provided,
for the parent company guarantor as a whole;
b) Financial statements (compiled, reviewed, or audited) of revenue and
expenses for this Agreement segregated from the other operations of
Contractor (including without limitation those operations of Contractor in City
and surrounding jurisdictions which are not covered by this Agreement),
including a description of segregation methodology; and,
c)Complete descriptions of related party transactions (corporate and/or
regional management fees, inter-company profits from transfer, processing,
or Disposal operations).
9.2.3 Solid Waste Records
Contractor shall maintain and make available to the City upon request the following records
relating to its operations pursuant to this Agreement:
a) Customer services and Billing/City payment records; upon request, Contractor
shall provide customer service and billing data in electronic format that is
acceptable to City.
b) Records of tons Collected, processed, diverted, and disposed by waste stream
Refuse, Recycling, Organic Waste), by Customer type (Cart, Residential Bin,
Commercial, and Roll-off Box), and the Facilities (Transfer Station, MRF, or
landfill)where such material was taken (Residential Bin versus Commercial Bin
tonnage may be estimated based upon Container distribution or other method
approved by City);
c)Quantity of Recyclable Materials recovered by material type, as well as
quantity of material diverted from landfills in compliance with AB 939;
d) Bulky Item results and Special Event tonnages, including tons disposed and
diverted;
e)Routes;
f)Facilities, equipment and personnel used;
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g)Facilities and equipment operations, maintenance, and repair;
h) Number and type of Refuse, Recycling, and Green Waste Containers in service;
i)Complaints; and,
j)Missed pickups.
9.2.4 CERCLA Defense Records
City views the ability to defend against the Comprehensive Environmental Response,
Compensation and Liability Act (CERCLA) and related litigation as a matter of great
importance. For this reason, City regards the ability to prove where Solid Waste Collected in
the City was taken for Disposal, as well as where it was not taken, to be matters of concern.
Contractor shall maintain data retention and preservation systems which can establish where
Solid Waste Collected in the City was landfilled (and therefore establish where it was not
landfilled) for not less than five (5) years following the termination of this Agreement, and
agrees to notify City's Risk Manager and City Attorney before destroying such records
thereafter. At any time, including after the expiration of the Term of this Agreement,
Contractor shall provide copies of such records to City. The requirements of this section shall
survive the expiration of the Term of this Agreement.
9.2.5 Disposal Records
Contractor shall maintain, and make available to the City upon request, records of Disposal
of all Solid Waste Collected in City for the period of this Agreement and all extensions to this
Agreement or successor Agreements. In the event Contractor discontinues providing Solid
Waste Collection Services to City, Contractor shall provide all records of Disposal or
processing of all Solid Waste Collected in City within thirty (30) days of discontinuing service.
Records shall be in chronological and organized form and readily and easily interpreted.
9.2.6 Other Programs' Records
Records for other programs shall be tailored to specific needs. In general, they shall include:
a)Plans, tasks, and milestones; and,
b) Accomplishments in terms such as dates, activities conducted, quantities of
products used, produced or distributed, and numbers of participants and
responses.
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9.2.7 Audit
City may conduct an audit of Contractor at any time. The scope of the audit, and auditing
party,shall be determined by City and the scope may include, but is not limited to,compliance
with terms of this Agreement, Customer service levels and Billing, fee payments, Gross
Receipts,tonnage,verification of weightings of cost components used in the rate adjustment
formula described in Section 7.4, and verification of Diversion rate. The first audit, to be
performed during 2025, will be based on the Contractor's reports and records for calendar
year 2024. Audits will be performed every other year thereafter (the biennial audit).
Contractor will reimburse to the City the cost of such audits (including audits conducted by
City staff) up to$90,000 for the first audit, and $60,000 for each subsequent biennial audit in
2020 dollars. The $60,000 amount in subsequent years shall be increased annually by the
change in CPI using the formula for the change in the service component of the rates in
Section 7.4.
Should an audit conducted or authorized by the City disclose that fees payable by Contractor
were underpaid by two percent (2%) or more,that tonnage was misreported by 2%or more,
or that more than two percent (2%) of the Customers were inaccurately billed based on the
auditor's sampling, for the period under review, City may expand the scope of the audit and
recover additional audit costs from the Contractor.
9.2.8 Payments and Refunds
Should an audit disclose that fees payable by the Contractor were underpaid or that
Customers were overcharged for the period under review, Contractor shall pay to City any
underpayment of fees and/or refund to Contractor's Customers or to City, as directed by City,
any overcharges within thirty (30) days following the date of the audit.
Contractor shall pay interest to the City for any underpayment or overcharges at an annual
rate of twelve percent(12%). Undercharges shall not be billed in arrears for more than ninety
90) days of service, with any remaining undercharges absorbed by Contractor. Should an
audit disclose that fees were overpaid, City shall credit such amounts against future fees
payable by Contractor.
9.3 Reports
9.3.1 Report Formats and Schedule
Records shall be maintained in forms and by methods that facilitate flexible use of data
contained in them to structure reports, as needed. Contractor may propose report formats
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that are responsive to the objectives and audiences for each report.The format of each report
shall be approved by City. In addition to submitting all reports on paper, Contractor agrees to
submit all reports in an electronic format approved by City, compatible with City's
software/computers at no additional charge.
Reports shall be submitted within thirty (30) calendar days after the end of the reporting
period. Annual reports for which a date is not otherwise specified in this Agreement shall be
submitted within thirty (30) calendar days after the end of the calendar year. If requested,
Contractor's complaint summary,described in Section 6.2.2,shall be sent to the Public Works
Director within five (5) business days of request. All reports shall be submitted to:
Public Works Director (or designated representative)
City of Orange
300 E. Chapman Ave.
Orange, CA 92866
9.3.2 Monthly Reports
The information listed below shall be the minimum reported:
a) Solid Waste Collected by Contractor, sorted by type of Solid Waste Collected
and diverted (Refuse, Recycling, Organic Waste) in tons (including
contamination and Diversion rates for each waste stream and Customer type),
Customer type (Cart, Residential Bin, Commercial Bin, and Roll-off Box) and
the Facilities where the tons were processed or disposed.
b) Warning notices issued for contaminated Recyclable Materials and Organic
Waste Containers.
c)Narrative summary of problems encountered and actions taken with
recommendations for City, as appropriate.
d) Quantity of Recyclable Materials recovered by material type, as well as
quantity of material diverted from landfills in compliance with AB 939.
e) Description of Contractor outreach activities and copies of promotional and
public education materials sent during the month.
f)A list of all Customers that generate recoverable edible Food Waste.
g) Other information or reports that City may reasonably request or require.
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9.3.3 Annual Report
The Annual Report is to be essentially in the form and content of the monthly report, but shall
also include:
a) A summary of the number of Containers in service as of December 31 by size
number of gallons, number of yards), sector (Residential Cart, Commercial
Cart, Residential Bin, Commercial Bin and Roll-off Box), service frequency, and
type of service (Refuse, Recycling, Organic Waste).
b) Records of tons Collected, processed, diverted, and disposed by waste stream
Refuse, Recycling, Organic Waste), by Customer type (Cart, Residential Bin,
Commercial Bin and Roll-off Box), and the Facilities (Transfer Station, MRF, or
landfill) where such material was taken.
c)Gross Receipts by sector (Cart, Residential Bin, Commercial Bin, and Roll-off
Box).
d) A complete inventory of vehicles used to provide all services, including make,
year, type, fuel used, use, California license number, and whether or not it is
used as a spare.
e)Number of routes and route hours per day by type of service as of December
31.
f)General information about the Contractor and its most recent annual report.
g) Other information or reports that City may reasonably request or require.
9.3.4 CalRecycle Electronic Annual Report
Contractor shall prepare the CalRecycle Electronic Annual Report (EAR), including but not
limited to supplying required data for preparation of the reports, and completing all required
data input in the Local Government Information Center(LoGIC). Contractor shall prepare and
submit the EAR each year by the August 15t deadline or deadline date established by
CalRecycle.
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9.3.5 Financial Report
The City may, at City's option, request and be provided with Contractor's financial
reports/statements for the most recently completed fiscal year in connection with any audit,
extraordinary rate adjustment request, or verification of other information required under
this Agreement.
Financial statements shall include a supplemental combining schedule showing Contractor's
results of operations, including the specific revenues and expenses in connection with the
operations provided for in this Agreement, separated from others included in such financial
statements. The financial statements and footnotes shall be prepared in accordance with
GAAP and audited, in accordance with Generally Accepted Auditing Standards (GAAS) by a
certified public accountant (CPA) licensed (in good standing) to practice public accounting in
the State of California as determined by the State of California Department of Consumer
Affairs Board of Accountancy. The cost for preparation of the financial statements and audit
shall be borne by Contractor as a direct cost of service. In addition, Contractor shall provide
to City the supplemental schedule on a compiled basis.
9.4 Reporting Adverse Information
Contractor shall provide City two copies(one to the City Manager or designee,one to the City
Attorney) of all reports, pleadings, applications, notifications, Notices of Violation,
communications, or other material relating in any way to Contractor's performance of
services pursuant to this Agreement, submitted by Contractor to, or received by Contractor
from, the United States or California Environmental Protection Agency, the California
Department of Resources Recycling and Recovery, the Securities and Exchange Commission
or any other Federal, State or local agency, including any Federal or State court. Copies shall
be submitted to City within thirty (30) days of receipt by Contractor, or sooner if reasonably
apparent that to do so is materially relevant, and any responses by Contractor shall be
submitted to City simultaneously with Contractor's filing or submission of such matters with
said agencies. Contractor's routine correspondence to said agencies need not be routinely
submitted to City but shall be made available to City promptly upon City's written request.
9.5 Right to Inspect Records
City shall have the right to inspect or review the specific documents or records required
expressly or by inference pursuant to this Agreement, or any other similar records or reports
of Contractor or its Affiliates that City shall deem, in its sole discretion, necessary to evaluate
annual reports, and Contractor's performance provided for in this Agreement. Contractor
shall make all records and documents to be reviewed and inspected by City as a part of any
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audit or other record review conducted by City, available for City's review, inspection, and
copying within five (5) days of receiving written notice from City requesting the same.
9.6 Failure to Report
The refusal or failure of Contractor to file any required reports, or to provide required
information to City, or the inclusion of any materially false or misleading statement or
representation by Contractor in such report shall be deemed a material breach of the
Agreement as described in Section 12.1 and shall subject Contractor to all remedies which
are available to the City under Agreement or otherwise.
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10. INDEMNIFICATION, INSURANCE, BOND AND LETTER OF CREDIT
10.1 Indemnification
Contractor hereby agrees to and shall indemnify and hold harmless City, its elected and
appointed boards, commissions, officers, employees, consultants, and agents (collectively,
Indemnitees")from and against any and all loss, liability, penalty,forfeiture, claim, demand,
action, proceeding or suit in law or equity of any and every kind and description (including,
but not limited to, injury to and death of any Person and damage to property, or for
contribution or indemnity claimed by third parties) arising or resulting from and in any way
connected with (1)the negligence or willful misconduct of Contractor, its officers,employees,
agents, contractors and/or subcontractors in performing services under this Agreement; (2)
the failure of Contractor, its officers, employees, agents, contractors and/or subcontractors
to comply in all respects with the provisions of this Agreement, Applicable Laws (including,
without limitation, the Environmental Laws), ordinances and regulations, and/or applicable
permits and licenses; (3) the acts of Contractor, its officers, employees, agents, contractors
and/or subcontractors in performing services under this Agreement for which strict liability
is imposed by law (including, without limitation, the Environmental Laws). The foregoing
indemnity shall apply regardless of whether such loss, liability, penalty, forfeiture, claim,
demand, action, proceeding, suit, injury, death, or damage is also caused in part by any of the
Indemnitees' negligence but shall not extend to matters resulting from the Indemnitees' sole
negligence, or willful misconduct. Contractor further agrees to and shall, upon demand of
City, at Contractor's sole cost and expense, defend (with attorneys acceptable to City) the
Indemnitees against any claims, actions, suits in law or equity or other proceedings, whether
judicial, quasi-judicial or administrative in nature, arising or resulting from any of the
aforementioned events, and to reimburse City for any and all costs and expenses City incurs
in providing any such defense, either before, during or after the time Contractor elects to
provide such defense, including any and all costs incurred in overseeing any defense to be
provided in this Agreement by Contractor.
Contractor, upon demand of City, made by and through the City Attorney, shall protect City
and appear in and defend the Indemnitees in any claims or actions by third parties, whether
judicial, administrative or otherwise, including, but not limited to disputes and litigation over
the definitions of "Solid Waste" or "Recyclable Material", the scope of the rights granted in
this Agreement, conflicts between the rights granted in this Agreement and rights asserted
by other Persons, or the limits of City's authority with respect to the grant of licenses, or
agreements, exclusive or otherwise, or asserting rights under the United States or California
Constitutions or any federal or State law to provide Solid Waste Collection Services in the
City.
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THE PROVISIONS OF THIS SECTION SHALL NOT TERMINATE OR EXPIRE, SHALL BE GIVEN THE
BROADEST POSSIBLE INTERPRETATION AND SHALL SURVIVE THE EXPIRATION OR EARLIER
TERMINATION OF THIS AGREEMENT.
10.2 Hazardous Substances Indemnification
Without regard to any insurance coverage or requirements, and without limiting the above
general indemnification obligation in any way, Contractor specifically agrees to and shall, to
the maximum extent permitted by law, defend (with counsel acceptable to City), reimburse,
indemnify, and hold harmless Indemnitees from and against any and all claims, actions,
liabilities, damages, demands, judgments, losses, costs, liens, expenses, suits, actions,
attorneys' fees, consultant fees, penalties, and any and all other losses, damages, fees and
expenses of whatever kind or nature ("Claims") (including but not limited to response costs,
investigative costs, assessment costs, monitoring costs, treatment costs, cleanup costs,
removal costs, remediation costs, and similar costs, damages, and expenses)that arise out of
or are alleged to arise out of or in any way relate to any action, inaction, or omission of
Contractor that;
a)results in any demand, claim, notice, order, or lawsuit, asserting that any
Indemnitee is liable, responsible,or in any way obligated to investigate,assess,
monitor, study, test, treat, remove, remediate, or otherwise cleanup, any
Hazardous Contaminant (as defined in this Agreement); or
b) relates to material Collected, transported, recycled, processed, treated, or
disposed of by Contractor.
Contractor's obligations pursuant to this section shall apply, without limitation, to:
a) any Claims brought pursuant to or based on the provisions of any
Environmental Law;
b) any Claims based on or arising out of or alleged to be arising out of the
ownership, use, lease, sale, design, construction, maintenance, or operation
of Contractor of any Facility;
c)any Claims based on or arising out of or alleged to be arising out of the
marketing, sale, distribution, storage, transportation, Disposal, processing, or
use of any materials recovered by Contractor; and
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Integrated Solid Waste Management and Street Sweeping Agreement
d) any Claims based on or arising out of or alleged to be arising out of any breach
of any express or implied warranty, representation, or covenant arising out of
or in connection with this Agreement.
The foregoing indemnity and defense obligations shall apply irrespective of the negligence or
willful misconduct of Contractor or any Affiliate of Contractor.
For purposes of this section, the term "Hazardous Contaminant" shall mean any Hazardous
Substance, any Hazardous Waste, any crude oil or refined or unrefined petroleum product,
or any fraction or derivative thereof; and any asbestos or asbestos-containing material. The
term "Hazardous Contaminant" shall also include any and all amendments to any referenced
statutory or regulatory provisions made before or after the date of execution of this
Agreement.
THE PROVISIONS OF THIS SECTION SHALL NOT TERMINATE OR EXPIRE, SHALL BE GIVEN THE
BROADEST POSSIBLE INTERPRETATION AND SHALL SURVIVE THE EXPIRATION OR EARLIER
TERMINATION OF THIS AGREEMENT.
10.3 Indemnification and Guarantee
To the extent authorized by law, Contractor agrees to indemnify and hold harmless City from
and against all fines and/or penalties imposed by CalRecycle in the event the source reduction
and Recycling goals or any other requirement of AB 939, AB 341, AB 1826, AB 1594, or SB
1383 are not met by City with respect to the waste stream Collected under this Agreement.
Contractor warrants and represents that it is familiar with City's waste characterization study
as set forth in City's Source Recovery and Recycling Element (SRRE), and that it has the ability
to and shall provide sufficient programs and services to ensure City will meet or exceed the
Diversion requirements (including,without limitation, amounts of Solid Waste to be diverted,
time frames for Diversion, and any other requirements) set forth in AB 939, AB 341, AB 1826,
AB 1594, or SB 1383, with respect to that portion of the Solid Waste generated in City that is
the subject of this Agreement.
10.4 Insurance
Contractor shall procure and maintain during the entire Term of this Agreement the following
types of insurance, and shall maintain the following minimum levels of coverage, which shall
apply to any claims which may arise from or in connection with Contractor's performance
hereunder or the actions or inactions of any of Contractor's officers, agents, representatives,
employees, or subcontractors in connection with Contractor's performance. The insurance
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requirements hereunder in no way limit Contractor's various defense and indemnification
obligations, or any other obligations as set forth in this Agreement.
a)Minimum Scope of Insurance. Coverage shall be at least as broad as:
1) The most recent editions of Insurance Services Office Commercial General
Liability coverage ("occurrence" form CG 00 01).
2) The most recent editions of Insurance Services Office form number CA 00
01 covering Automobile Liability, code 1 "any auto" and endorsement CA
00 25.
3) Workers' Compensation insurance as required by the Labor Code of the
State of California and Employers Liability insurance.
b)Minimum Limits of Insurance. Contractor shall maintain in force for the term
of this Agreement limits no less than the greater of the following, or all the
insurance coverage and/or limits carried by or available to Contractor:
1. Comprehensive General Liability: Ten Million Dollars ($10,000,000) limit
aggregate and Ten Million Dollars ($10,000,000) limit per occurrence for
bodily injury, death and property damage.
2. Automobile Liability: Ten Million Dollars ($10,000,000) combined single
limit per accident for bodily injury, death, and property damage.
3. Workers' Compensation and Employers Liability: Workers' compensation
limits as required by the Labor Code of the State of California or provide
evidence of State approval to be self-insured.
4. Employer's Liability: $2,000,000 per accident for bodily injury or disease.
c)Deductibles and Self-Insured Retentions. Any deductibles or self-insured
retentions must be declared to and approved by City. At the option of City,
either: the insurer shall reduce or eliminate such deductibles or self-insured
retentions with respect to City, its officials, employees, and agents; or
Contractor shall procure a bond guaranteeing payment of losses and related
investigations, claim administration, and defense expenses.
d) Other Insurance Provisions. The policies are to contain, or be endorsed to
contain, the following provisions:
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Integrated Solid Waste Management and Street Sweeping Agreement
1. General Liability and Automobile Liability Coverages
i) City, its elected and appointed boards, commissions, officers,
employees, agents,and volunteers(collectively, "Insureds") are to be
named as additional insureds with respect to: liability arising out of
activities performed by or on behalf of Contractor; products and
completed operations of Contractor; Premises owned, leased, or
used by Contractor; or vehicles owned, leased, hired, or borrowed by
Contractor. The coverage shall contain no special limitations on the
scope of protection afforded to Insureds.
ii) Contractor's insurance coverage shall be primary insurance with
respect to Insureds. Any insurance or self-insurance maintained by
Insureds shall be excess of Contractor's insurance and shall not
contribute with it.
iii) Any failure to comply with reporting provisions of the policies shall
not affect coverage provided to Insureds.
iv) Coverage shall state that Contractor's insurance shall apply
separately to each insured against whom claim is made or suit is
brought, except with respect to the limits of the insurer's liability.
2. Workers' Compensation and Employers Liability Coverage - The insurer
shall agree to waive all rights of subrogation against Insureds for losses
arising from work performed by Contractor for City.
e) Acceptability of Insurers. The insurance policies required by this section shall
be issued by an insurance company or companies authorized to do business in
the State of California and with a rating in the most recent edition of Best
Insurance Reports of size category VII or larger and a rating classification of A
or better.
f)Verification of Coverage. Contractor shall furnish City with certificates of
insurance and with original endorsements affecting coverage required by this
clause. The certificates and endorsements for each insurance policy are to be
signed by a Person authorized by that insurer to bind coverage on its behalf.
The certificates and endorsements are to be on forms provided by or
acceptable to City and are to be received and approved by City before work
commences. City reserves the right to require complete, certified copies of all
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required insurance policies, at any time. Renewal certificates shall be
furnished periodically to City to demonstrate maintenance of the required
coverage throughout the Term.
g)Companies and Subcontractors. Contractor shall include all Companies and
subcontractors as insureds under its policies or shall furnish separate
certificates and endorsements for each Contractor and subcontractor. All
coverages for Companies and subcontractors shall be subject to all of the
requirements stated in this Agreement.
h) Required Endorsements
1. The Workers' Compensation policy shall contain an endorsement in
substantially the following form:
i) Thirty (30) days' prior written notice by certified mail, return receipt
requested, shall be given to City in the event of cancellation, reduction
in coverage, or non-renewal of this policy. Such notice shall be sent
to:
City Manager
City of Orange
300 E. Chapman Ave.
Orange, CA 92866
2. The General Liability policy shall contain endorsements in substantially the
following form:
i) Thirty (30) days' prior written notice shall be given to City in the event
of cancellation, reduction in coverage, or non-renewal of this policy.
Such notice shall be sent to:
City Manager
City of Orange
300 E. Chapman Ave.
Orange, CA 92866
ii) "This policy shall be considered primary insurance with respect to any
other valid and collectible insurance maintained by City, including any
self-insured retention or program of self-insurance, and any other such
insurance shall be considered excess insurance only."
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iii) "Inclusion of City as an insured shall not affect City's rights with respect
to any claim, demand, suit or judgment brought or recovered against
Contractor. This policy shall protect Contractor and City in the same
manner as though a separate policy had been issued to each, but this
shall not operate to increase Contractor's liability as set forth in the
policy beyond the amount shown or to which Contractor would have
been liable if only one party had been named as an insured."
i)Other Insurance Requirements
1. In the event any services are delegated to another company or
subcontractor, Contractor shall require such Contractor or subcontractor
to provide statutory workers' compensation insurance and employer's
liability insurance for all of the Contractor or subcontractor's employees
engaged in the work in accordance with this Section 10.4. The liability
insurance required by this Section 10.4 shall cover all Contractor or
subcontractors or the Contractor or subcontractor must furnish evidence
of insurance provided by it meeting all of the requirements of this Section
10.4.
2. Contractor shall comply with all requirements of the insurers issuing
policies. The carrying of insurance shall not relieve Contractor from any
obligation under this Agreement. If any claim exceeding the amount of any
deductibles or self-insured reserves is made by any third Person against
Contractor or any Contractor or subcontractor on account of any
occurrence related to this Agreement, Contractor shall promptly report
the facts in writing to the insurance carrier and to City.
If Contractor fails to procure and maintain any insurance required by this
Agreement, City may take out and maintain, at Contractor's expense, such
insurance as it may deem proper and deduct the cost thereof from any
moneys due Contractor.
10.5 Faithful Performance Bond
Concurrently with execution of this Agreement, Contractor shall deliver to City a performance
bond in the sum of the amount of Seven Hundred Fifty Thousand Dollars ($750,000), from a
surety and in a form acceptable to City Attorney, which secures the faithful performance of
this Agreement, including, without limitation, payment of any penalty and the funding of any
work to cure a breach of this Agreement, unless such requirement is waived by the City
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Manager or designee.The bond shall contain the original notarized signature of an authorized
officer of the surety and affixed thereto shall be a certified and current copy of his/her power
of attorney. The bond shall be unconditional and remain in force during the entire term of
the Agreement and shall be null and void at the conclusion of the term of this Agreement
only if the Contractor promptly and faithfully performs all terms and conditions of this
Agreement.
10.6 Faithful Performance Letter of Credit
In addition to the bond as noted in Section 10.5, Contractor shall furnish an irrevocable letter
of credit in the amount of Seven Hundred Fifty Thousand Dollars ($750,000), from a financial
institution acceptable to the City and in a form acceptable to the City Attorney as security for
the performance of this Agreement (the "LOC"). The LOC shall be the sole responsibility of
Contractor and shall be released within thirty (30) days after both (i) the expiration of the
term of this Agreement, or upon the earlier termination of this Agreement; and (ii)
Contractor's satisfactory performance of all obligations hereunder.
10.7 Forfeiture of Performance Bond
In the event Contractor shall for any reason become unable to, or fail in any way to, perform
as required by this Agreement, City may declare a portion or all of the performance bond
which is necessary to recompense and make whole the City forfeited to the City. Upon partial
or full forfeiture of the performance bond, Contractor shall restore the performance bond to
its face amount, or provide a new bond, within thirty (30) days of the City's declaration.
Failure to restore the performance bond to its full amount, or provide a new bond in the full
amount, within thirty (30) days shall be a material breach of the Agreement.
10.8 Forfeiture of Letter of Credit
Thirty (30) days following City providing Contractor with written notice of its failure to pay
City any amount owing under this Agreement, the LOC may be drawn upon by City for
purposes including, but not limited to:
a)Payment of sums due under the terms of this Agreement which Contractor has
failed to timely pay to City.
b) Reimbursement of costs borne by City to correct violations of this Agreement
not corrected by Contractor, including but not limited to the liquidated
damages described in Section 12.3.
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City may draw upon the entire LOC and convert it to a cash deposit if Contractor fails to cause
the LOC to be extended or replaced with another satisfactory letter of credit no later than
sixty (60) days prior to its expiration during the term of this Agreement.
10.9 Performance Security Beyond Service Term
Some Agreement requirements extend beyond the Term of this Agreement and other
requirements, such as minimum Diversion rates per Section 4.2.5, will not be substantiated
until after the final service date. Therefore, the Contractor shall not terminate the
performance bond or letter of credit and will renew them to ensure continuous availability
to the City, until receiving a written release from the City. Permission from the City to
discontinue holding these performance securities does not relieve Contractor of payments to
the City that may be due or may become due.
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11. CITY'S RIGHT TO PERFORM SERVICE
11.1 General
In the event that Contractor,for any reason whatsoever,fails, refuses, or is unable to Collect,
Recycle, process, transport, or dispose of any or all Solid Waste as required by this
Agreement, at the time and in the manner provided in this Agreement, for a period of more
than forty-eight (48) hours, and if, as a result thereof, Solid Waste should accumulate in City
to such an extent, in such a manner, or for such a time that such accumulation endangers or
menaces the public health, safety, or welfare, then City shall have the right, but not the
obligation, (1)to perform, or cause to be performed, such services itself with its own or other
personnel without liability to Contractor; and/or (2) to take possession of any or all of
Contractor's land, equipment and other property used or useful in the Collection and
transportation of Solid Waste, and to use such property to Collect and transport any Solid
Waste generated within City which Contractor would otherwise be obligated to Collect,
transport and properly dispose of or process pursuant to this Agreement.
Notice of City's determination to effect its rights under this section may be given orally by
telephone to Contractor at its principal office and shall be effective immediately. Written
confirmation of such oral notification shall be sent to Contractor within twenty-four (24)
hours of the oral notification. Contractor further agrees that in such event:
a)It will take direction from City to effect the transfer of possession of equipment
and property to City for City's use,or for use by any Person or entity designated
by the City.
b) It will, if City so requests, keep in good repair and condition all such equipment
and property, provide all motor vehicles with fuel, oil and other service, and
provide such other service as may be necessary to maintain said property in
operational condition.
c)City may immediately engage all or any personnel necessary or useful for the
Collection and transportation of Solid Waste, including, if City so desires,
employees previously or then employed by Contractor. Contractor further
agrees, if City so requests,to furnish City the services of any or all management
or office Personnel employed by Contractor whose services are necessary or
useful for Solid Waste Collection, transportation, processing and Disposal
operations and for the Billing and Collection of fees for these services.
City agrees that it assumes complete responsibility for the proper and normal
use of such equipment and facilities while in its possession.
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If the interruption or discontinuance in service is caused by any of the reasons
listed in Section 12.4, City shall pay to Contractor the reasonable rental value
of the equipment and facilities, possession of which is taken by City, for the
period of City's possession, if any, which extends beyond the period of time
for which Contractor has rendered Bills in advance of service, for the class of
service involved. If the interruption or discontinuance in service is caused by
any other reason, regardless of City's implementation of options under this
Agreement, City may consider this a default.
11.2 Billing and Compensation to City During City's Possession
Contractor agrees that it shall reimburse City for any and all costs and expenses incurred by
City beyond that billed and received by City in taking over possession of the above-mentioned
equipment and property for Solid Waste service in such manner and to an extent as would
otherwise be required of Contractor under the terms of this Agreement.Such reimbursement
shall be made from time to time after submission by City to Contractor of each statement
listing such costs and expenses, but in no event later than five(5)working days from and after
each such submission.
11.3 City's Right to Relinquish Possession
It is further mutually agreed that City may at any time at its discretion relinquish possession
of any or all of the above-mentioned property to Contractor and thereupon demand that
Contractor resume the Solid Waste Collection Services as provided in this Agreement,
whereupon Contractor shall be bound to resume the same.
11.4 City's Possession Not A Taking
It is expressly agreed between the Parties that City's exercise of its rights under this section
1) does not constitute a taking of private property for which compensation must be paid, (2)
shall not create any liability on the part of City to Contractor, and (3) does not exempt
Contractor from any of the indemnity and insurance provisions of this Agreement, which are
meant to extend to circumstances arising under this section provided that Contractor is not
required to indemnify City against claims and damages arising from the sole negligence of
City, its elective and appointive boards, commissions, officers, employees, and agents in the
operation of Collection Vehicles during the time City has taken possession of such vehicles.
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11.5 Duration of City's Possession
City's right pursuant to this section to retain temporary possession of Contractor's facilities
and equipment, and to render Collection services, shall terminate when City determines that
such services can be resumed by Contractor, or when City no longer reasonably requires such
property or equipment. In any case, City has no obligation to maintain possession of
Contractor's property or equipment and/or continue its use for any period of time and may
at any time, in its sole discretion, relinquish possession to Contractor.
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12. DEFAULT, REMEDIES AND LIQUIDATED DAMAGES
12.1 Events of Default
All provisions of the Franchise and this Agreement to be performed by Contractor are
considered material. Each of the following shall constitute an event of default by the
Contractor.
a)Fraud or Deceit or Misrepresentation. If the Contractor engages in, or
attempts to practice, any fraud or deceit upon City or makes a
misrepresentation regarding material information to City.
b) Insolvency or Bankruptcy. If Contractor becomes insolvent, unable, or
unwilling to pay its debts,files a bankruptcy petition,or takes steps to liquidate
its assets.
c)Failure to Maintain Coverage. If Contractor fails to provide or maintain in full
force and effect the Workers' Compensation, liability, or indemnification
coverage as required by this Agreement.
d) Violations of Regulation. If Contractor violates any orders or filings of any
regulatory body having jurisdiction over Contractor relative to this Agreement,
provided that Contractor may contest any such orders or filings by appropriate
proceedings conducted in good faith, in which case no breach of the Franchise
and this Agreement shall be deemed to have occurred until a final decision
adverse to the Contractor is entered.
e)Failure to Perform. If Contractor ceases to provide all or a portion of the
Collection, processing or Recycling services, or any other Solid Waste Handling
Services as required under this Agreement for a period of two (2) consecutive
days or more,for any reason within the control of Contractor.
f)Failure to Pay. If Contractor fails to make any payments required under this
Agreement and/or refuses to provide City,within ten (10) days of the demand,
with required information, reports, and/or records in a timely manner as
provided for in the Agreement.
g)Failure to Cooperate with Audits. Failure to complete, perform, or cooperate
with any audit as described by this Agreement.
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h) Failure to Submit Reports or Documentation. Failure to complete or to provide
required reports or documents to City as required by this Agreement
i)Acts or Omissions.
1. Any act or omission by Contractor relative to the services provided under
this Agreement which violates the terms, conditions, or requirements of
this Agreement, or AB 939, or any law, statute, ordinance, order, directive,
rule, or regulation issued pursuant to AB 939 shall constitute a default by
the Contractor. Any failure to correct or remedy any such violation within
the time set in the written notice of the violation or, if Contractor cannot
reasonably correct or remedy the breach within the time set forth in such
notice, if Contractor should fail to commence to correct or remedy such
violation within the time set forth in such notice and diligently effect such
correction or remedy thereafter shall constitute a default by Contractor.
2. Any situation in which Contractor or any of its officers, directors or
employees are found guilty of any crime related to the performance of this
Agreement, or of any crime related to anti-trust activities, illegal transport
or Disposal of hazardous or toxic materials, or bribery of public officials
shall constitute a default by Contractor. The term "found guilty" shall be
deemed to include any judicial determination that Contractor or any of
Contractor's officers, directors, or employees is guilty as well as any
admission of guilt by Contractor or any of Contractor's officers, directors,
or employees including, but not limited to, the plea of "guilty", "nolo
contendere", "no contest", and "guilty to a lesser charge."
j)False or Misleading Statements.Any representation or disclosure made to City
by Contractor in connection with or as an inducement to entering into this
Agreement, or any future amendment to this Agreement, which proves to be
false or misleading in any material respect as of the time such representation
or disclosure is made, whether or not any such representation or disclosure
appears as part of this Agreement
k) Attachment. The seizure of, attachment of, or levy on, the operating
equipment of Contractor, including, without limits, its equipment,
maintenance or office facilities, or any part of its equipment or facilities.
I)Suspension or Termination of Service. Any termination or suspension of the
transaction of business by Contractor, including, without limitation, due to
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labor unrest including strike, work stoppage or slowdown, sick-out, picketing,
or other concerted job action lasting more than two (2) consecutive days.
m) Failure to Provide Assurance of Performance. If Contractor fails to provide
reasonable assurances of performance as required under Section 12.6.
n) Commingling of Recyclables with Refuse/Landfilling of Recyclables. If
Contractor empties Containers of properly set out Recyclable Materials or
Organic Waste into a Refuse load or transports Recyclable Materials or Organic
Waste to a landfill or other location at which the material will not be diverted
from landfilling.
o) Failure to Meet Section 4.2.5 Diversion Goal. Failure to meet the minimum
Diversion requirements identified in Section 4.2.5 for two consecutive
calendar years.
p) CalRecycle Compliance Issues. CalRecycle issues a compliance order or
assesses a penalty against City in regard to compliance with AB 939.
Contractor shall have forty-eight (48) hours from the time it is given notification by City to
cure any default arising under subsections e, f, g, h, k, I, m and n provided, however,that City
shall not be obligated to provide Contractor with a notice and cure opportunity if Contractor
has committed the same or similar breach within a twenty-four (24) month period. It is
expressly understood that Contractor is not entitled to receive notice of default, or to cure
such default,with respect to those matters listed in subsections a, b, c, d, i,j, I, o and p above.
12.2 Right to Terminate Upon Default and Right to Specific Performance
If Contractor commits a material breach, including specifically any of the matters listed in
subsections a through p of Section 12.1 above (and, if permitted to cure, does not cure it
within forty-eight (48) hours), City shall be entitled to unilaterally terminate this Agreement
or impose other such sanctions (which may include financial sanctions, temporary
suspensions, or any other conditions it deems appropriate short of termination) as it shall
deem proper. Should City decide to terminate this Agreement upon a default by Contractor,
City shall have the right to do so upon giving ten (10) days' notice to Contractor, and shall not
be required to take any further action (such as holding any hearing, bringing any suit,or taking
any other action).
City's rights to terminate this Agreement and to take possession of Contractor's Facility
and/or equipment are not exclusive, and City's termination of this Agreement shall not
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constitute an election of remedies. Instead, such remedies shall be in addition to any and all
other legal and equitable rights and remedies which City may have.
City, acting through its City Manager or designee, reserves the right to terminate this
Agreement for any reason giving ninety (90) days written notice of intent to terminate to
Contractor. Contractor shall cease work on the 90th day after receiving notice, unless the
notice provides otherwise. Should City terminate this Agreement, City shall pay Contractor
for services satisfactorily provided and all allowable reimbursements insured to the date of
termination in compliance with this Agreement, unless such termination shall be for cause,
in which event the City may withhold any disputed compensations. City shall not be liable for
any claim of lost profits.
By virtue of the nature of this Agreement, the urgency of timely continuous and high-quality
service, the time required to effect alternative service, and the rights granted by City to
Contractor, the remedy of damages for a breach of this Agreement by Contractor is
inadequate and City shall be entitled to seek injunctive relief and/or specific performance of
any breach of this Agreement.
12.3 Liquidated Damages
General. City finds, and Contractor agrees, that as of the time of the execution of this
Agreement, it is impractical, if not impossible, to reasonably ascertain the extent of damages
which shall be incurred by City as a result of a breach by Contractor of certain specific
obligations under this Agreement. The factors relating to the impracticability of ascertaining
damages include; but are not limited to, the fact that (i) substantial damage results to
members of the public who are denied services or denied quality or reliable service; (ii) such
breaches cause inconvenience, anxiety, frustration, and deprivation of the benefits of the
Agreement to individual members of the general public for whose benefit this Agreement
exists, in subjective ways and in varying degrees of intensity which are incapable of
measurement in precise monetary terms; (iii) that the services that are the subject of this
Agreement might be available at substantially lower costs than alternative services and the
monetary loss resulting from denial of services or denial of quality or reliable services is
impossible to calculate in precise monetary terms; and (iv)the termination of this Agreement
for such specific breaches, and other remedies are, at best, a means of future correction and
not remedies which make the public whole for past breaches.
Service Performance Standards; Liquidated Damages for Failure to Meet Standards. The
parties further acknowledge that consistent, reliable Solid Waste Handling Service is of
utmost importance to City and that City has considered and relied on Contractor's
representations as to its quality of service commitment in entering this Agreement with it.
The Parties further recognize that some quantified standards of performance are necessary
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and appropriate to ensure consistent and reliable service and performance. The Parties
further recognize that if Contractor fails to achieve the performance standards, or fails to
submit required documents in a timely manner, City and its residents will suffer damages and
that it is and will be impractical and extremely difficult to ascertain and determine the exact
amount of damages which City will suffer.Therefore, without prejudice to City's right to treat
such breaches as an event of default under this Section 12, the Parties agree that the
following liquidated damage amounts represent a reasonable estimate of the amount of such
damages for such specific breaches, considering all of the circumstances existing on the date
of this Agreement, including the relationship of the sums to the range of harm to City that
reasonably could be anticipated and the anticipation that proof of actual damages would be
costly or impractical. In placing their initials at the places provided, each party specifically
confirms the accuracy of the statements made above and the fact that each party has had
ample opportunity to consult with legal counsel and obtain an explanation of the liquidated
damage provisions at the time that the Agreement was made.
DS DS
Contractor 4 City
Initial Here Initial Here L
Contractor agrees to pay or credit by the City's choice (as liquidated damages and not as a
penalty) the amounts set forth below:
a) Service Reliability
1. For each failure to commence service to a new Customer account within
seven (7) days after order: $200.00.
2. For each failure to Collect Solid Waste from any established Customer
account on the scheduled Collection day and not make up the Collection
within the time allotted per Section 4.6.1.3: $200.00.
3. For each failure to Collect Solid Waste, that has been properly set out for
Collection, from the same Customer on two (2) consecutive scheduled
pickup days: $200.00.
4. For each calendar day a sweeping route is not completed due to
equipment failure or insufficient qualified personnel: $500.00.
5. For each instance in which Contractor receives a rating of ninety (90) or
lower pursuant to the Inspection Rating System described in Section 5.3:
500.00.
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6. For each calendar day a sweeping route does not follow the on-street
parking schedule: $500.00.
7. For each calendar day a sweeping route does not start its route on time:
500.00.
8. For each instance when a sweeper is observed to complete its route at a
high rate of speed that diminishes the sweeper's effectiveness at
vacuuming debris from the street: $500.00.
b) Service Quality
1. For each failure to properly return empty Containers to avoid pedestrian
or vehicular traffic impediments or to place Containers upright: $200.00.
2. For each occurrence of excessive noise or discourteous behavior: $500.00.
3. For each occurrence of Collecting Solid Waste during unauthorized hours:
500.00.
4. For each failure to clean up Solid Waste spilled from Solid Waste
Containers within ninety(90) minutes: $300.00.
5. For each twenty-four(24) hour period after two days that Contractor's GPS
system is not operational: $100.00.
6. For each instance Contractor obtains water from the City's water system
without using a water meter: $500.00.
c)Customer Responsiveness
1. For each failure to initially respond to a Customer complaint within one (1)
business day, and for each additional day in which the complaint is not
addressed: $300.00.
2. For each failure to process Customer complaints as required by Section
6.2.3: $300.00.
3. For each failure to remove graffiti from Containers, or to replace with
Containers bearing no graffiti,within two(2) business days of request from
City or Customer: $100.00 per day.
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4. For each failure to repair or replace a damaged or missing Container within
two (2) business days of request from City or Customer: $100.00 per day.
5. For each failure to process a claim for damages within thirty(30) days from
the date submitted to Contractor: $200.00.
6. For each additional thirty (30) day increment of time in which Contractor
has failed to resolve a claim for damages within thirty (30) days from the
claim date: $200.00.
7. For each day the Contractor fails to have the customer online platform
operational and available to the public: $1,000 per day.
d) Diversion Efforts
1. For every Organic Waste Cart Collected as Refuse without issuing a red tag
per Section 4.2.3: $100.00 per Cart.
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:
1. Monthly Reports: $200.00.
2. Annual Reports: $400.00.
f)Accuracy of Billing. For each Customer invoice that is not prepared in
accordance with the City's approved rate schedule: $50.00.
g)Cooperation with Service Provider Transition
1. For each day routing information requested by City in accordance with
Section 13.7 (or Section 4.11or Section 4.6.9) is received after City-
established due dates, both for preparation of a request for proposals and
for new service provider's implementation of service: $2,000.00 per day.
2. For each day delivery of keys, access codes, remote controls, or other
means of access to Solid Waste Containers is delayed beyond one (1) day
prior to new service provider servicing Customers with access issues, as
described in Section 13.7: $2,000.00 per day.
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3. For delay in not meeting the requirements contained in Section 13.7 (or
Section 4.11or Section 4.6.9) in a timely manner, in addition to the daily
liquidated damages for breach under g)1 and g)2 above, liquidated
damages of: $100,000.00.
h) General Agreement Adherence. For each day that Contractor fails to provide
services required under the Agreement, or comply with terms of the
Agreement, within five (5) business days after receipt of written notification
from City that such services are not being provided or terms are not being met:
300.00.
1. City may determine the occurrence of events giving rise to liquidated
damages through the observation of its own employees or representative
or 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
information in the possession of City relating to incident(s)/non-
performance. Contractor may, within ten (10) days after receiving the
notice, request a meeting with City. Contractor may present evidence in
writing and through testimony of its employees and others relevant to the
incident(s)/non-performance. City will provide Contractor with a written
explanation of its determination on each incident(s)/non-performance
prior to authorizing the assessment of liquidated damages.The decision of
City shall be final.
i)Amount. City may assess liquidated damages for each calendar day or event,
as appropriate, that Contractor is determined to be liable in accordance with
this Agreement.
j)Timing of Payment. Contractor shall pay any liquidated damages assessed by
City within ten (10) business days after they are assessed. If they are not paid
within the ten (10) business day period, City may proceed against the
performance bond required by the Agreement or find Contractor in default
and terminate this Agreement pursuant to Section 12.2, or both.
12.4 Excuse from Performance
The Parties shall be excused from performing their respective obligations hereunder in the
event they are prevented from so performing by reason of floods, earthquakes, other natural
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disasters, war, civil insurrection, riots, acts of any government (including judicial action), and
other similar catastrophic events which are beyond the control of and not the fault of the
party claiming excuse from performance hereunder. Labor unrest, including, but not limited
to, strike, work stoppage or slowdown, sick-out, picketing, or other concerted job action
conducted by Contractor's employees or directed at Contractor is not an excuse from
performance and Contractor shall be obligated to continue to provide service
notwithstanding the occurrence of any or all of such events.
The party claiming excuse from performance shall, within two (2) days after such party has
notice of such cause, give the other party notice of the facts constituting such cause and
asserting its claim to excuse under this section.
The interruption or discontinuance of Contractor's services caused by one or more of the
events excused shall not constitute a default by Contractor under this Agreement.
Notwithstanding the foregoing, however, if Contractor is excused from performing its
obligations hereunder for any of the causes listed in this section for a period of seven (7) days
or more, City shall nevertheless have the right, in its sole discretion, to terminate this
Agreement by giving ten (10) days' notice, in which case the provisions relative to taking
possession of Contractor's land, equipment and other property and engaging Contractor's
Personnel in Section 11 and this Section 12 will apply.
12.5 Notice, Hearing and Appeal of City Breach
Administrative Hearing. Should Contractor contend that City is in breach of any aspect of this
Agreement, it shall give notice to the City Manager or designee requesting an administrative
hearing on the allegation. A hearing officer shall be appointed by the City Manager or
designee, and the hearing shall occur as soon as reasonably possible, or on such date as
mutually agreed by the City Manager or designee and Contractor. The hearing officer shall
make an advisory ruling on Contractor's allegations and suggest a remedy if a breach by City
is determined to exist. The hearing officer's ruling shall be advisory only. Each Party shall
accept or reject the hearing officer's ruling within thirty (30) days.
Other Remedies; Claims. Contractor shall be entitled to all available remedies in law or equity
for City's breach of this Agreement; provided, however, Contractor shall not file or otherwise
commence any action against City, in law or equity, in any court, until after an administrative
hearing as set forth above has been completed, and the above noted thirty (30) day period
to accept the hearing officer's decision has passed, or either City or Contractor has given
timely written notice to the other that it will not accept the hearing officer's decision.
Actions for Damages. As a prerequisite to the filing and maintenance of any action for
damages by Contractor against City arising out of this Agreement, Contractor shall present a
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claim to City, as required by Government Code section 910 et seq, within thirty (30) days of
the date of the occurrence giving rise to the claim for damages.
12.6 Assurance of Performance
City may, at its option and in addition all other remedies it may have, demand from
Contractor reasonable assurances of timely and proper performance of this Agreement, in
such form and substance as City may require. If Contractor fails or refuses to provide
satisfactory assurances of timely and proper performance in the form and by the date
required by City, such failure or refusal shall be an event of default.
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13. OTHER AGREEMENTS OF THE PARTIES
13.1 Relationship of Parties
The Parties intend that Contractor shall perform the services required by this Agreement as
an independent contractor engaged by City and not as an officer or employee of City nor as
a partner of or joint venture with City. No employee or agent or Contractor shall be or shall
be deemed to be an employee or agent of City. Except as expressly provided in this
Agreement, Contractor shall have the exclusive control over the manner and means of
conducting the Solid Waste Handling Services performed under this Agreement, and all
Persons performing such services. Contractor shall be solely responsible for the acts and
omissions of its officers, employees, Affiliates, contractors, subcontractors, and agents.
Neither Contractor nor its officers, employees, Affiliates, contractors, 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.
13.2 Governing Law
This Agreement shall be governed by, and construed and enforced in accordance with, the
laws of the State of California.
13.3 Jurisdiction and Venue
Except for those matters where Federal Courts have exclusive jurisdiction, any lawsuits
between the Parties arising out of this Agreement shall be brought and concluded in the
courts of the State of California, which shall have exclusive jurisdiction over such lawsuits.
Venue for any dispute shall be in Orange County, California.
13.4 Assignment
Except as may be provided for in Section 11, Contractor shall not assign its rights, nor
delegate, subcontract or otherwise transfer its obligations under this Agreement(collectively
referred to as an "assignment")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 material breach of this Agreement.
For purposes of this section the term "assignment" shall be given the broadest possible
interpretation, and shall include, but not be limited to (i) a sale, exchange, or other transfer
of substantially all of Contractor's assets dedicated to service under this Agreement to a third
party; (ii) a sale, exchange, or other transfer of outstanding common stock of Contractor to a
third party provided said sale, exchange, or transfer may result in a change of control of
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City of Orange
Integrated Solid Waste Management and Street Sweeping Agreement
Contractor; (iii) any dissolution, reorganization, consolidation, merger, re-capitalization,
stock issuance or re-issuance, 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 those resulting from mergers
or acquisitions by or of Contractor or any of its Affiliates, insolvency or bankruptcy, making
assignment for the benefit of creditors, writ of attachment for an execution being levied
against this Agreement,appointment of a receiver taking possession of Contractor's property,
or transfer occurring in the event of a probate proceeding; and (v) any combination of the
foregoing (whether or not in related or contemporaneous transactions) which has the effect
of any such transfer or change of ownership, or change of control of Contractor.
Contractor acknowledges that this Agreement involves rendering a vital service to City's
residents and businesses, and that City has selected Contractor to perform the services
specified in this Agreement based on (1) Contractor's experience, skill, and reputation for
conducting its Solid Waste Handling Services in a safe, effective, and responsible fashion, at
all times in keeping with applicable Environmental Laws, regulations, and best Solid Waste
management practices, and (2) Contractor's financial resources to maintain the required
equipment and to support its indemnity obligations to City under this Agreement. City has
relied on each of these factors, among others, in choosing Contractor to perform the services
to be rendered by Contractor under this Agreement.
If Contractor requests City's consideration of and consent to an assignment, City may deny or
approve such request in its sole and absolute discretion. Any request for an assignment must
be approved by the City Manager or designee, and no request by Contractor for consent to
an assignment need be considered by City unless and until Contractor has met (or with
respect to matters that would only occur upon completion of the assignment if approved,
made reasonable assurances that it will meet) the following requirements:
a) Contractor shall pay City its reasonable expenses for attorney's 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. An advance payment towards
expenses may be requested by City prior to City consideration of any
assignment request and Contractor shall be responsible to pay all costs
incurred by City in considering a request for assignment, including those in
excess of the aforesaid deposit amount, regardless of whether City consents
to the assignment.
b) Contractor shall pay the City a transfer fee equal to one percent (1%) of the
Gross Receipts it, or its assignee, will receive during the remaining term of the
Agreement, as estimated by City.
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City of Orange
Integrated Solid Waste Management and Street Sweeping Agreement
c)Contractor shall furnish City with audited financial statements for itself, and
the proposed assignee's operations for the immediately preceding three (3)
operating years.
d) A proforma financial statement (income statement and balance sheet)for the
proposed assignee with the projected results of operations assuming that the
assignment is completed. Such proforma financial statement shall reflect any
debt to be incurred by the assignee as part of the acquisition of Contractor's
operations.
e) Contractor shall furnish City with satisfactory proof: (i) that the proposed
assignee has at least ten (10)years of Solid Waste management experience on
a scale equal to or exceeding the scale of operations conducted by Contractor
under this Agreement; (ii) that in the last five (5)years, the proposed assignee
has not suffered any significant citations or other censure from any Federal,
State, or local agency having jurisdiction over its Solid Waste management
operations due to any significant failure to comply with State, Federal, or local
Environmental Laws and that the assignee has provided City with a complete
list of any such citations and censures; (iii) that the proposed assignee has at
all times conducted its operations in an environmentally safe and
conscientious fashion; (iv)that the proposed assignee conducts its Solid Waste
management practices in accordance with sound Solid Waste management
practices in full compliance with all Federal, State, and local laws regulating
the Collection and Disposal of Solid Waste including Hazardous Substances;
and, (v) of any other information required by City to ensure the proposed
assignee can fulfill the terms of this Agreement in a timely, safe, and effective
manner.
Under no circumstances shall City be obliged to consider any proposed assignment by City if
Contractor is in default at any time during the period of consideration. Should City consent
to any assignment request, such assignment shall not take effect until all conditions relating
to City's approval have been met.
13.5 Contracting or Subcontracting
Contractor shall not engage any contractors or subcontractors for the Collection of Solid
Waste.
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City of Orange
Integrated Solid Waste Management and Street Sweeping Agreement
13.6 Binding on Assigns
The provisions of this Agreement shall inure to the benefit to and be binding on the permitted
assigns (if any) of the Parties.
13.7 Cooperation in Preparation for Termination or Expiration of Agreement
Prior to, and at the end of the Term or in the event this Agreement is terminated for cause
prior to the end of the Term, Contractor shall cooperate fully with City and any subsequent
Solid Waste enterprise City designates to assure a smooth transition of Solid Waste Handling
Services. Contractor's cooperation shall include, but not be limited to, providing route lists,
Billing information, and other operating records needed to service all Premises covered by
this Agreement.The failure to cooperate with City following termination shall be conclusively
presumed to be grounds for specific performance of this covenant and/or other equitable
relief necessary to enforce this covenant.
Contractor shall provide a new service provider with all keys, security codes, and remote
controls used to access garages and Bin enclosures. Contractor shall be responsible for
coordinating transfer immediately after Contractor's final pickups, so as not to disrupt
service. Contractor shall provide City with detailed route sheets containing service names and
addresses, Billing names and addresses, monthly rate and service levels (number and size of
Containers and pickup days) at least ninety (90) days prior to the transition date, and provide
an updated list two weeks before the transition and a final list of changes the day before the
transition. Contractor shall provide means of access to the new service provider at least one
1) full business day prior to the first day of Collection by another party, and always within
sufficient time so as not to impede in any way the new service provider from easily servicing
all Containers.
13.8 Parties in Interest
Nothing in this Agreement, whether express or implied, is intended to confer any rights on
any Persons other than the Parties to it and their representatives, successors, and permitted
assigns.
13.9 Waiver
The waiver by either party of any breach or violation of any provisions of this Agreement 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 moneys which become due hereunder shall not be deemed
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DocuSign Envelope ID: 12E0B732-9FCE-4EE7-AF91-38E8740AE882
City of Orange
Integrated Solid Waste Management and Street Sweeping Agreement
to be a waiver of any pre-existing or concurrent breach or violation by the other Party of any
provision of this Agreement.
13.10 Contractor's Investigation
Contractor has made an independent investigation (satisfactory to Contractor) of the
conditions and circumstances surrounding the Agreement and the work to be performed by
it.
13.11 Condemnation
City fully reserves the rights to acquire Contractor's property utilized in the performance of
this Agreement, by purchase or through the exercise of the right of eminent domain. This
provision is additive, and not intended to alter the rights of the Parties set forth in Section 11.
13.12 Notice
All notices, demands, requests, proposals, approvals, consents, and other communications
which this Agreement requires, authorizes or contemplates shall be in writing and shall either
be personally delivered to a representative of the Parties at the address below, be deposited
in the U. S. mail, first class postage prepaid, or sent by email. Either party may change their
notice address by notifying the other party in writing. Notices shall be deemed received upon
receipt of same or within three (3) days of deposit in the U.S. Mail, whichever is earlier.
Notices sent by email shall be sent on letterhead as a portable document (PDF) attachment
and followed up with a hard copy via U. S. Mail. Emails shall be sent to an agreed upon and
regularly monitored general email address for each Party, and not to an individual. Emails
sent at or before 4:00 P.M. on a business day shall be deemed received on the date of the
email transmission. Emails sent on a non-business day, or after 4:00 P.M. on a business day,
shall be deemed received on the following business day.
As it relates to Solid Waste:
If to City:
Public Works Director
City of Orange
300 E. Chapman Ave.
Orange, CA 92866
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DocuSign Envelope ID: 12EOB732-9FCE-4EE7-AF91-38E8740AE882
City of Orange
Integrated Solid Waste Management and Street Sweeping Agreement
If to Contractor:
CR&R Incorporated
Senior Regional Vice President
11292 Western Avenue
Stanton, California 90680
As it relates to Street Sweeping:
If to City:
Director of Public Works
City of Orange
300 E. Chapman Ave.
Orange, CA 92866
If to Contractor:
CR&R Incorporated
Senior Regional Vice President
11292 Western Avenue
Stanton, California 90680
13.13 Representatives of the Parties
References in this Agreement to the "City" shall mean the City Council and all actions to be
taken by City shall be taken by the City Council except as expressly provided in this
Agreement. The City Council may delegate, in writing, authority to the City Manager or
designee, and/or to other City employees and may permit such employees, in turn, to
delegate in writing some or all of such authority to subordinate employees. Contractor may
rely upon actions taken by such delegates if they are within the scope of the authority so
delegated to them.
Contractor shall, by the Effective Date, designate in writing a responsible officer who shall
serve as the representative of Contractor in all matters related to the Agreement and shall
inform City in writing of such designation and of any limitations upon his or her authority to
bind Contractor. City may rely upon action taken by such designated representative as actions
of Contractor unless they are outside the scope of the authority expressly delegated to
him/her by Contractor as communicated to City.
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vocusign Envelope IL): 12E0B732-9FCE-4EE7-AF91-38E8740AE882
City of Orange
Integrated Solid Waste Management and Street Sweeping Agreement
13.14 City Free to Negotiate with Third Parties
City may investigate all options for the Collection, transporting, Recycling, processing, and
Disposal of Solid Waste for periods during which this Agreement has expired or been
terminated. Without limiting the generality of the foregoing, City may solicit proposals from
Contractor and from third parties for the provision of Solid Waste Handling Services which
are the subject of this Agreement, including without limitation Collection services, Disposal
services, Recycling services, Organic Waste services and processing, and any combination
thereof, and may negotiate and execute agreements for such services which will take effect
upon the expiration or earlier termination of this Agreement pursuant to Section 12.1 or
otherwise.
13.15 Compliance with Municipal Code, Local, State and Federal Law
Contractor shall be knowledgeable of and comply with the City's municipal code and all local,
State, and Federal laws pertaining to the subject matter in this Agreement or in any way
regulating the activities undertaken by Contractor or any subcontractor.
13.16 Privacy
Contractor shall strictly observe and protect the rights of privacy of Customers. Information
identifying individual Customers or the composition or contents of a Customer's waste
stream shall not be revealed to any Person, governmental unit, private agency, or company,
unless upon the authority of a court of law, by statute, or upon valid authorization of the
Customer. This provision shall not be construed to preclude Contractor from preparing,
participating in, or assisting in the preparation of waste characterization studies or waste
stream analyses which may be required by AB 939. This provision shall not apply to reports
or records provided to City pursuant to this Agreement.
13.17 Proprietary Information, Public Records
The City acknowledges that a number of the records and reports of Contractor are proprietary
and confidential. Contractor is obligated to permit City inspection of its records on demand
and to provide copies to City where requested. City will endeavor to maintain the
confidentiality of all proprietary information provided by Contractor. Notwithstanding the
foregoing, any documents provided by Contractor to City that are public records may be
disclosed pursuant to a proper public records request.
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uocuSign Envelope ID: 12E08732-9FCE-4EE7-AF91-38E8740AE882
City of Orange
Integrated Solid Waste Management and Street Sweeping Agreement
14. MISCELLANEOUS PROVISIONS
14.1 Entire Agreement
This Agreement contains the entire integrated agreement and understanding concerning the
subject matter in this Agreement and supersedes and replaces any prior negotiations,
promises, proposals, and agreements between the Parties, whether written or oral. The
Parties acknowledge this document has been executed with the consent and upon the advice
of counsel. Each of the Parties acknowledges that no Party or agent or attorney of any other
party has made any promise, representation, or warranty, expressed or implied, not
contained in this Agreement, to induce the other Party to execute this instrument.
14.2 Section Headings
The section headings in this Agreement are for convenience of reference only and are not
intended to be used in the construction of this Agreement nor to alter or affect any of its
provisions.
14.3 References to Laws
All references in this Agreement to laws shall be understood to include such laws as they may
be subsequently amended or remodified, unless otherwise specifically provided.
14.4 Interpretation
This Agreement, including the exhibits attached hereto, shall be interpreted and construed
reasonably and neither for nor against either Party, regardless of the degree to which either
Party participated in its drafting.
14.5 Agreement
This Agreement may not be modified or amended in any respect except by a writing signed
by the authorized Parties.
14.6 Severability
If any non-material provision of this Agreement is for any reason deemed to be invalid and
unenforceable, the invalidity or unenforceability of such provision shall not affect any of the
remaining provisions of this Agreement which shall be enforced as if such invalid or
unenforceable provision had not been contained in this Agreement.
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DocuSign Envelope ID: 12E0B732-9FCE-4EE7-AF91-38E8740AE882
City of Orange
Integrated Solid Waste Management and Street Sweeping Agreement
14.7 Exhibits
Each of the Exhibits (Exhibit A through Exhibit F), Appendix Al through A6, and Appendix B,
referred to in this Agreement, are an integral part of this Agreement.
14.8 Attorneys' Fees
If either Party to this Agreement is required to initiate or defend or made a party to any action
or proceeding in any way connected with this Agreement, the prevailing party in such action
or proceeding, in addition to any other relief which may be granted, whether legal or
equitable, shall be entitled to recover its reasonable attorneys'fees and costs.Attorneys'fees
shall include attorneys' fees on any appeal, and in addition a Party entitled to attorney's fees
shall be entitled to all other reasonable costs for investigating such action, taking depositions
and discovery and all other necessary costs the court allows which are incurred in such
litigation. All such fees shall be deemed to have accrued on commencement of such action
and shall be enforceable whether or not such action is prosecuted to judgment.
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UocuSign Envelope IL): 12E0B732-9FCE-4EE7-AF91-38E8740AE882
City of Orange
Integrated Solid Waste Management and Street Sweeping Agreement
14.9 Signatures
IN WITNESS WHEREOF, City and Contractor have executed this Agreement as of the day and
year first written above.
CITY OF ORANGE ("City")
Dated: 2/21/2024 Dated: 2/13/2024
CITY OF ORANGE CR&R INCORPORATED
DocuSigned by: DocuSigned by:
Oar,uc L r. Stakt v
By: '-02088B777A20417. By:SnAr521 Fsa2rda7
Name: Daniel R. Slater Name: David Ronnenberg
Title: Mayor Title: President
Approved as to form by:
p—DocuSigned by: DocuSigned by:
kik l totieffa ajbrd, raiitm,tAkv
By: '-06DB01F3676E496 By: `—B423A4BA0043462
Name: MiKe Vigliotta Name: Clifford R. Ronnenberg
Title: City Attorney Title: Chairman/Chief Executive Officer
ATTEST:
DocuSigned by:
By: DR2RFf)['RARFF43A
Name: Pamela Coleman, CMC
Title: City Clerk
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DocuSign Envelope ID: 12E0B732-9FCE-4EE7-AF91-38E8740AE882
Exhibit A—Initial Maximum Rates—Single-family Residential
Residential Service Rate
Cart Service-one each refuse,recycling,and green waste cart 95 Gal $ 24.93 per month
Cart Service-one each refuse,recycling,and green waste cart 65 Gal $ 23.68.per month
Cart Service-one each refuse,recycling,and green waste cart 35 Gal $ 22.44 per month
Additional Refuse Cart 4.96_per month
Additional Recycling Cart(3 or more) 4.96 per month
Additional Green Waste Cart(3 or more) 4.96_per month
Additional Special Overage pickup for Automated Cart Customers 9.97 per month
Additional Bulky item pickups(in excess of four per year) 30.20_per month
Cart Exchange 29.89_
Cart Re-delivery 49.81
Delivery Fee(per set) 31.62
Residential Manure Bin Rates
Container Size Monthly Rate(Based on pickups per week) Rats per Sunday
1 2 3 4 5 6 Extra P/U Service
2 yd manure 69.64 102.96 154.43 197.91 235.48 275.33 77.75 n/a
3 yd manure 96.51 139.02 191.44 259.29 314.62 370.25 97.61 n/a
DocuSign Envelope ID: 12E0B732-9FCE-4EE7-AF91-38E8740AE882
Exhibit B-Initial Maximum Rates-Commercial and Multi-family
Commercial&Multi-family Rates
Container Size Monthly Rate(Based on pickups per week) Rate per Sunday
1 2 3 4 5 6 Extra P/U Service
1.5yd or 3yd Split Bin 117.86 $ 181.58 $ 255.19 $ 330.88 $ 399.62 $ 467.18 $ 131.58 $ 164.47
2yd or 4yd Split Bin 124 79 $ 192.26 $ 270.20 $ 350 34 $ 423 13 $ 494 66 $ 139.33 $ 174 16
2 cubic yd/Compactor 198.42 $ 305.69 $ 429.62 $ 557.04 $ 672.78 $ 786.51 $ 221.54 $ 276.92
3 cubic yard 138 66 $ 213.62 $ 300.22 $ 389 27 $ 470 15 $ 549.62 $ 140 24 $ 232.24
3 cubic yd/Compactor 220 47 $ 339 66 $ 477 36 $ 618 94 $ 747 53 $ 873 90 $ 222 99 $ 278 74
4 cubic yard 152 53 $ 234 99 $ 330 25 $ 428.20 $ 517 16 $ 604 58 $ 114 64 $ 143 30
4 cubic yd/Compactor 242.52 $ 373.63 $ 525 09 $ 680.83 $ 822.29 $ 961.29 $ 182.28 $ 227.85
2 yd Organics 106 07 $ 163 42 $ 229 67 $ 297 79 $ 359 66 $ 420 46 $ 118 43 n/a
3 yd Organics 117.86 $ 181.58 $ 255.19 $ 330 88 $ 399.62 $ 467.18 $ 119.21 n/a
6 Yard 180 26 $ 277 71 $ 390.29 $ 506 05 S 611.19 $ 714.51 $ 135 49 $ 169 36
35G set(1 Trash,1 Recy) $ 24.13 n/a n/a n/a n/a n/a n/a n/a
65G set(1 Trash.1 Recy) $ 25 47 n/a n/a n/a n/a n/a n/a n/a
95G set(1 Trash,1 Recy) $ 26.81 n/a n/a n/a n/a n/a n/a n/a
Extra trash cart 15 27 n/a n/a n/a n/a n/a n/a n/a
Extra recycle cart 12.98 n/a n/a n/a n/a n/a n/a rVa
35g Foodwaste/Greenwaste cart $ 28 72 $ 57 45 $ 86 17 $ 114.90 $ 143 63 $ 172.35 $ 28 72 n/a
35g Foodwaste/Greenwaste cart $ 37.60 $ 75 22 $ 112.82 $ 150 46 $ 188.06 $ 225.68 $ 37.60 n/a
95g Foodwaste/Greenwaste cart $ 41 80 $ 83 56 $ 125.35 $ 167 13 $ 208.91 $ 250 70 $ 41 80 n/a
Commercial&Multi-family Rates
Container Size Monthly Rate(Based on pickups per week)Rate per
1 2 3 4 5 6 Extra P/U
Locking Bin Svc 5 08 10 14 15 24 20 37 25 44 30 52 nia
Scout Truck 28.85 58.44 87.62 116 88 146.13 175.33 n/a
Scout-Carts(90%of bin rate) $ 25.96 $ 52 60 $ 78.86 $ 105 19 $ 131 52 $ 157.80 n a
Rates for Recycling,Foodwaste and Greenwaste bins will be charged at 85%of the Commercial MSW bin rate
Rate Per
Service Category Service
3 cubic yard bin-temporary service 185.72
Bin Return Trip Charge 56.52
Bin Re-delivery fee (if bins are pulled for non-pmt) 56.52
Commercial Bulky Item Pickup 43.14
Initial Installation of Hasp for Locking Bin Service 143.86
Emergency Service Rates-one crew and one collection truck 192.13
Bin Cleanings (over one per year) 57.52
Bin Overage Cleanup (following one written warning) 67.82
Commercial Bin Delivery Fee 92.14
DocuSign Envelope ID: 12E0B732-9FCE-4EE7-AF91-38E8740AE882
Exhibit C— Initial Maximum Rates — Roll-off
Roll-Off Box Charges Rate
Standard Roll-Off Box - Rate per pull, plus disposal
10-yard (up to 4 tons) 677.44
30-yard (up to 4 tons) 564.45
40-yard (up to 4 tons) 594.92
Compactor Roll-Off Box - Rate per pull (excluding rental):
30-yard (up to 4 tons) 671.15
40-yard (up to 4 tons) 686.61
Use in excess of 7 days 43.22
Overweight charge (per ton over 4 tons) 90 32
Roll-Off Box Cleaning (above one per year) 298.29
Roll-Off Box Charges (Continued) Rate
Re-delivery/Return Trip Fee 120.01
Special Overweight Collection Charge 949.61
Cost per Ton Processing Above Limit (over 4 tons) 133.06
Delivery Fee 146.77
DocuSign Envelope ID: 12E0B732-9FCE-4EE7-AF91-38E8740AE882
Exhibit D—Initial Maximum Rates —Special Sweeps
Street Sweeping-Special Sweeps I Hourly Rate
Special Sweep-Emergency Response 198.45
r
Special Sweep-Non-emergency Response 132.29
DocuSign Envelope ID:12E0B732-9FCE-4EE7-AF91-38E8740AE882
Exhibit E - Example Rate Adjustment Calculation - Residential
Step One:Calculate percentage change in indices
A B C
Adjustment Factor Index Old Index Value New Index Value Percent Change In
Lne Index
1 Labor 1) 28.75 29.50 2.6°'.
Fuel 2) 245.45 250.00 1.9'.
3 Equipment 3) 156.78 160.00 21'.
Insurance 4) , 146.32 150.00 2.5'.
5 _ Disposal 5) 41.31 42.00 1.7'4
6 All Other 6) , 310.78 320.00 3.0'.
Step Two:Determine Components
D E F
Cost Factor
initial Cost TotalCategoryWeightedPercentChangein , ,
eihied
Adjustment Factor Index as%of index from Column 9
Component i61 Component Total ICI
Change
Line 7(
7 Labor 1) 24.7% 2.6°: 0.64%
8 Fuel 2) 5.7% 1.9% 0.11%
9 Equipment 3) 18.1% 2.1% 0.37%
10 Insurance 4) 0.8% 2.5% 0.02%
11 Disposal 5) 18.6% 1.7% 0.31%
12 All Other 6) 32.1% 3.0%, 0.95%
13 Total 3 100.0': 2.41%
Step Three:Apply Percentage Change to Rates
G H I J
Total Weighted Rate Increase or Adjusted Monthly
Line Rate Category Existing Customer Percentage Decrease
Rate(Column G
Rate Change(Row 13 (Column G x
Column F)Column H)
Column I)
14 Standard Service-95 Gal 3 24.93 2.41% 5 0.60 S 25.53
15 Standard Service-65 Gal 3 _ 23.68 2.41% S 0.57 $24.25
16 Standard Service-35 Gal 3 22.44 2.41% $ 0.54 S 22.98
17 Extra Refuse 3 4.96 2.41% S 0.12 5 5.08
18 Overage Pickup S 9.97 2.41% S 0.24 5 10.21
19 Additional Bulky 3 30.20 2.41% 3 0.73 5 30.93
20 Cart Exchange 3 29.89 2.41% $ 0.72 5 30.61
21 Cart Re-delivery S 49.81 2.41% 5 1.20 5 51.01
22 Delivery Fee(per sell 5 31.62 2.41% 3 0.76 5 32.38
Step Four.Re-weight Cost Components
K L M N 0
Percentage Increase In Cost Cost Component Cost Components
Adjustment Factor Index. Cost Component Change as Applied Components Increased Reweighed to
Column D 1 to Rate Adjustment (Column K x (Column K+ Equal 100%for
Lino Column Ei Column Li Column M( Future Adjustments
23 Labor 1 24.7% 2.6% 0.64% 25.4% 24.8'.
24 Fuel r2, 5.7% 1.9% 0.11'. 5.8': 5.7%
25 Equipment 3, 18.1% 2.1% 0.37% 18.4% 18.0%
26 Insurance r,4, 0.8% 2.55. 0.02'. 0.8% 0.8'.
27 Disposal c 5 18.6% 1.7% 0.31% 18.9% 18.5%
28 All Other ra. 32.1% 3.0% 0.95% 33.1% 32.3%
29 Total 100.0% 102.4% 100.0%
1)Employment Cost Index Agreement btw local haulers and Packaging General Utility Drivers Local Union 396
2)Producer Price Index.WPU0531 not seasonally adjusted,Fuels and related products and power,natural gas'annual!,
3)Producer Price Index,PCU336120336120.Heavy duty truck mfg lannual)
4)Producer Price Index,PCU524-524-.Insurance carriers and related activities(annual)
5)Gate rate at Disposal site
6)Consumer Price Index for All Urban Consumers charged to CUURS49ASA0(annual),All Items In Los Angeles-Long Beach-Anaheim.CA
7)After the first rate adjustment this column comes from Column 0 of the previous year's rate adjustment worksheet
DocuSign Envelope ID:12E0B732-9FCE-4EE7-AF91-38E8740AE882
Exhibit F- Example Rate Adjustment Calculation -Commercial and Roll-off
Step One:Calculate percentage change in indices
A B C
Adjustment Factor Index Old Index Value New Index Value Percent Change InLineIndex
1 Labor 1) 28.75 29.50 2.8%
Fuel 2) 245.45 250.00 1.9%
3 Equipment 3) 158.78 180 00 2.1%
4 insurance 14) 148.32 150 00 2.5%
5 Disposal 5) 41.31 42.00 1.7%
8 AllOt^er 8) 310.78 320.00 3.0%
Step Two:Determine Components
D E F
Cost Factor
Percent Change in
Adjustment Factor Index
Initial Cost Category WeightedIndex from Column Total Weighted
Component(8) as'.of Component (
C)
Change
Line Total 1.7)
Labor 1) 20.7% 2.8'4 0.54%
8 Fuel 2) 8.0% 1.9'; 0.11%
9 Equipment 31 7.7% 2.1'. 0.18%
12 Insurance 4) 0.8% 2.5'. 0.02%
I Disposal 5) 21.3% 1.71. 0.38%
12 Al Other 8) 43.4% 3.0'%. 1.29%
13 Total S 100.0% 2.48%
Step Three:Apply Percentage Change to Rates
G H I J
Total Weighted Rate Increase or adjusted Mfonthty
Line Rate Category Existing Customer Percentage Decease Rate(Column G+
Rate Change(Row 13 (Column G x
Column I(Column F)Column 1141
14 3 yard bin. 1 pickuprwk 5 183.89 2.48% S 4.58 3 188.25
15 3 yard bin,2 pickupu`ek 3 292.38 2.48'. S 7.25 5 299.83
16 3 yard bin,3 pickup/wit 5 414.70 2.48'. S 10.28 3 424.98
17 Std Roll-off,10 yd(up to 4 tons)S 677.44 2.48% 5 16.80 3 694.24
18 Std Roll-off,30 yd(up to 4 tons)5 584.45 2.48% 5 14.00 3 578.45
19 Std Roll-of,40 yd(ttp to 4 tons)5 594.92 2.48'. S 14.75 5 609.87
20 Compactor R'O,30 yd(up to 4 tons} 5 671.15 2.48% 5 16.64 3 687.79
21 Compactor R'O.40 yd pup to 4 tons) S 688.61 2.48'. S 17.03 3 703.84
22 3 yd temp bon 5 185.72 2.48%1 S 4 81 3 190.33
Step Four Re-weight Cost Components
K L M H 0
Percentage Increase In Cost Cost Component Cost Components
Adjustment Factor ndex
Cost Component Change as Appied Components Increased Reweighed to
I
Column D) to Rate Adjustment (Column K x (Column K+ Equal 100';for
Line Column El Cokum L) Column M) Future Adjustments
23 Labor 11) 20.7% 28% 0.5% 21.3% 20.80%
24 Fuel 12) 8.0% 1.9% 0.1'4 8.1% 8.00'.
25 Equipment 13) 7.7% 2.1% 0.2`; 7.9% 7.70%
26 Insurance 14) 0.8% 2.5% 0.0% 0.9". 0.80%
27 Disposal 15) 21.3% 1.7% 0.4''. 21.6% 21.10%
28 Al Other 8) 43.4''. 3.0% 1.3'. 44.7% 43.80%
29 Total 100.0% 102.5% 100.00%
1)Employment Cost Index Agreement btw local haulers and Packaging General Utility Drivers Local Union 396
2)Producer Price Index,WPU0531 not seasonally adjusted,Fuels and related products and power,natural gas(annual)
3)Producer Price Index.PCU336120338120,Heavy duty truck mfg(annual)
4)Producer Price Index.PCU524-524-,Insurance carriers and related activities(annual)
5)Gate rate at Disposal site.
8)Consumer Price Index for Al Urban Consumers changed to CUURS49ASA0 l annual) Al Items in Los Angeles-Long Beach-Anaheim.CA
7)After the first rate adjustment,this cdiumn comes from Column 0 of the previous year's rate adjustment worksheet.