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Home My WebLink About2015-10-27 - AGENDA REPORTS - TEMPORARY BIN AND ROLL-OFF BOX (2)Agenda Item: 4 CITY OF SANTA CLARITA Q) AGENDA REPORT CONSENT CALENDAR i, CITY MANAGER APPROVAL: 1 j=� DATE: October 27, 2015 SUBJECT: EXTENSION AND FURTHER AMENDMENTS TO TEMPORARY BIN AND ROLL -OFF BOX FRANCHISE AGREEMENTS DEPARTMENT: Public Works PRESENTER: Travis Lange RECOMMENDED ACTION City Council adopt a resolution approving third amendments with AV Equipment Rental Inc.; USA Waste of California Inc. (Blue Barrel/Waste Management); Burrtec Waste Industries Inc.; Consolidated Disposal Service, LLC; and Randfam Inc.(Rent-A-Bin); and afourth amendment with Recology Los Angeles, which approves language allowing temporary bin service for solid waste at single and multifamily residences, approves an extension of the franchises until June 30, 2018, and allows Consolidated Disposal Service, LLC, a Delaware Limited Liability Company to identify the dba Republic Services (Republic Services) per Section 15.44.305(B)(6) of the Santa Clarita Municipal Code. BACKGROUND Pursuant to the California Integrated Waste Management Act of 1989 (AB 939) and in an effort to achieve the 50 -percent diversion requirement of AB 939, the City Council awarded franchise agreements for the purpose of providing temporary bin and roll -off services within the City of Santa Clarita (City) in 2006. The Temporary Bin and Roll -Off Box Franchise agreements with six waste haulers, including AV Equipment Rental Inc.; USA Waste of California Inc. (Blue Barrel/Waste Management); Burrtec Waste Industries Inc.; Consolidated Disposal Service, LLC, a Delaware Limited Liability Company dba Republic Services; Randfam Inc. (Rent -A -Bin); and Recology Los Angeles will expire on December 31, 2015. Approval of a third amendment to these agreements, and a fourth amendment with Recology Los Angeles, will extend the agreements to June 30, 2018, to coincide with the scheduled date for the completion of the Material Recovery Facility (MRF). As part of the Commercial Franchise Agreement (Commercial Agreement), Burrtec Waste 0 Page 1 PacketPg. 75 0 Industries Inc. (Burrtec) is required to have a fully operational MRF constructed by June 30, 2018, to sort and process residential and commercial waste. The MRF will create opportunities for improved diversion of the City's waste, including better control of recyclables and commingled waste. In the event Burrtec fails to construct the MRF by June 30, 2018, the City has the option to continue the Commercial Agreement to its conclusion on June 30, 2023. However, if Burrtec is successful in completing the MRF, the Commercial Agreement can be extended until midnight June 30, 2033. The extension of the agreements provides an opportunity to re-evaluate the agreements. Since the inception of this successful Temporary Bin and Roll -Off Program nearly a decade ago, there have only been four recorded complaints regarding service. The program contributes to the goals of the City of Santa Clarita 2020 Plan by providing another means for the safe and clean disposal of solid waste. Additionally, the franchises enhance the diversion of construction and demolition materials helping the City reach the state -mandated 50 -percent diversion rate and will continue to be a proactive tool in reaching the more aggressive goal of 75 -percent diversion by 2020. Staff proposes to make the following amendments to the agreements: 1. Approve Consolidated Disposal Service, LLC, a Delaware Limited Liability Company request to include the additional dba Republic Services due to a company -wide rebranding and name consolidation. Consolidated Disposal Services submitted a letter (a copy of which is available in the reading file) requesting usage of an additional DBA as a part of re -branding to consolidate and improve company name recognition. The City of Santa Clarita Municipal Code Section 15.44.305(B)(6) allows that a franchisee may identify up to two DBAs under which it may operate in the City pursuant to the franchise agreement. 2. Add language allowing temporary bin and roll -off box franchises the ability to provide temporary bins for solid waste to Santa Clarita single-family and multifamily residences. There is currently no provision for temporary bin service for the collection of residential solid waste. This amendment will provide temporary bins for the occasional removal of solid waste exceeding the capacity of the weekly cart service. The bins would not be available for the removal or disposal of hazardous waste, electronic waste, white goods, and mattresses or box springs. 3. Extend the Temporary Bin and Roll -Off Box Franchise Agreements. To coincide with the scheduled date for the completion of the Material Recovery Facility, the collection services under these agreements shall be provided commencing January 1, 2006, and ending at midnight on June 30, 2018. Page 2 Packet Pg. 76 0 ALTERNATIVE ACTION Other action as directed by the City Council. FISCAL IMPACT There is no fiscal impact by this action. ATTACHMENTS Letter to Request Name Change Resolution Contract Amendment - AV Equipment Rental Inc. RED LINE (available in the City Clerk's Reading File) Contract Amendment - Burrtec Waste Industries Inc. RED LINE (available in the City Clerk's Reading File) Contract Amendment - Randfam Inc. (Rent -A -Bin) RED LINE (available in the City Clerk's Reading File) Contract Amendment - Recology Los Angeles RED LINE (available in the City Clerk's Reading File) Contract Amendment - Consolidated Disposal Service dba Republic Services RED LINE (available in the City Clerk's Reading File) Contract Amendment - USA Waste of California Inc. (Blue Barrel/Waste Management) RED LINE (available in the City Clerk's Reading File) Temporary Bin and Roll -Off Box Solid Waste Franchise Agreement - November 2005 (available in the City Clerk's Reading File) First Amendment - June 2009 (available in the City Clerk's Reading File) Second Amendment - November 2010 (available in the City Clerk's Reading File) Resolution 15-08 - Recology (available in the City Clerk's Reading File) Page 3 Packet Pg. 77 ��T REPUBLIC sun vane g SERVICES y Hauling Division 9200 Glenoaks Blvd., sun Valley, CA 91352 www.reoubl'cserv'ces.00m October 12, 2015 Dale Sargent Environmental Services Division City of Santa Clarita 23920 Valencia Blvd. Suite 225 Santa Clarita, CA. 91355 Re: Temporary Bin and Rolloff Service Franchise Agreement; Consolidated Disposal Service, LLC doing business as Republic Services Dear Dale: I am writing to follow up on our recent discussions concerning Consolidated Disposal Service, LLC's efforts to update its franchise agreements and permits to use its registered fictitious business name "Republic Services" We are undertaking this change in our existing agreements to provide consistency throughout various market areas and make it easier for customers and franchisors in addressing our customer service needs. We have registered this business name in Los Angeles County and are in the process of updating our agreements to reflect the change. Consolidated is currently doing business as Republic Services throughout Los Angeles County. We are therefore requesting that the City update our Temporary Bin and Rolloff Service Franchise Agreement to reflect the following name update: Consolidated Disposal Service, LLC oba Republic Services. The contracting entity, Consolidated Disposal Service, LLC does not change - we are simply requesting that the agreement now recognize and include Consolidated's registered business name, "Republic Services". Hopefully we can agree that this is a non -controversial ministerial change that will benefit our City customers. Thank you for working with us to effectuate this change. Please let me know if you have any questions or need any additional information. Sincerely, Rarfael Garcia Municipal Services Manager Cc: James Pledger 4.b RESOLUTION NO. 15- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA CLARITA, CALIFORNIA, APPROVING THE THIRD AMENDMENTS OF THE AGREEMENTS BETWEEN THE CITY OF SANTA CLARITA AND AV EQUIPMENT RENTALS INC., BURRTEC WASTE INDUSTRIES INC., CONSOLIDATED DISPOSAL SERVICE, LLC., RANDFAM, DBA, RENT -A- BIN INC., AND USA WASTE OF CALIFORNIA INC. (BLUE BARREL/WASTE MANAGEMENT), AND THE FOURTH AMENDMENT OF THE AGREEMENT BETWEEN THE CITY OF SANTA CLARITA AND RECOLOGY LOS ANGELES, FOR TEMPORARY BIN AND ROLL -OFF BOX SOLID WASTE MANAGEMENT SERVICES WHEREAS, the City Council is authorized to regulate solid waste pursuant to Article XI, Section 7 of the California Constitution and Public Resources Code Section 40059; and WHEREAS, the Legislature of the State of California, by enactment of the California Integrated Waste Management Act of 1989, (AB 939), established a solid waste management process, which requires cities and other local jurisdictions to implement plans for source reduction, reuse, and recycling as integrated waste management practices for solid waste attributed to sources within their respective jurisdictions; and WHEREAS, the City Council adopted Ordinance 09-4 on April 28, 2009, which made changes to the City's existing Integrated Waste Management Ordinance, codified as Chapter 15.44 of the Santa Clarita Municipal Code; and WHEREAS, Section 15.44.2 10 allows the City to establish by Resolution those categories of waste collection for which franchises are issued by the City; and WHEREAS, Section 15.44.305 allows the City to establish by Resolution the application process for a Solid Waste Franchise; and WHEREAS, the City had previously approved ten non-exclusive franchises for the provision of services relating to Temporary Bin and Roll -Off Box services as of November 9, 2005, for a period of five years; and WHEREAS, the City approved the extension of the remaining six non-exclusive X franchises as of June 9, 2009, for an additional five years; and w N r M WHEREAS, the City declares its intention of maintaining a successful program to divert waste from landfills and effectively track waste for reporting purposes: and WHEREAS, the City desires to maintain the current six non-exclusive franchises of the Temporary Bin and Roll -Off Box Franchise to continue with their service to the City; and Packet Pg. 79 4.b WHEREAS, the Santa Clarita Municipal Code Section 15.44.305.B.6 allows for the franchisee to identify up to two (2) DBAs under which it may operate in the City pursuant to the franchise agreement; and WHEREAS, Consolidated Disposal Service, LLC, is requesting the addition of a "doing business as" (DBA) of the parent company name of Republic Services. NOW, THEREFORE, the City Council of the City of Santa Clarita does hereby resolve as follows: SECTION 1. The City Council hereby approves those certain Third Amendments, attached hereto as Exhibit "A", to the current Temporary Bin and Roll -Off Box Franchises within the City for the following franchisees: AV Equipment Rentals Inc., Burrtec Waste Industries Inc., Randfam Inc., dba Rent -A -Bin, and USA Waste of California Inc. (Blue Barrel/Waste Management). SECTION 2. The City Council hereby approves that certain Third Amendment, attached hereto as Exhibit "B", to the current Temporary Bin and Roll -Off Box Franchise within the City for Consolidated Disposal Service, LLC which includes in partthat all references to Consolidated Disposal Service, LLC, which in the Agreement shall hereafter mean Consolidated Disposal Service, LLC, a Delaware Limited Liability Company dba Republic Services. SECTION 3. The City Council hereby approves that certain Fourth Amendment, attached hereto as Exhibit "C", to the current Temporary Bin and Roll -Off Box Franchise within the City for Recology Los Angeles. SECTION 4. The Franchisees shall, upon execution of said Amendment by each franchisee, provide collection X services under the Amended Agreements through midnight on June 30, 2018, unless sooner w terminated, and post all required performance bonds, cash bonds, or letters of credit, as required M by the Franchise Agreements. SECTION 5. Except as specifically identified in this resolution, the terms of the Agreements (including all prior Amendments thereto) remain in full force and effect. Packet Pg. 80 SECTION 6. The City Clerk shall certify to the adoption of this Resolution and certify this record to be a full, complete, and correct copy of the action taken. PASSED, APPROVED, AND ADOPTED this 27th day of October, 2015. MAYOR ATTEST: CITY CLERK DATE: STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) ss. CITY OF SANTA CLARITA ) I, Kevin Tonoian, City Clerk of the City of Santa Clarita, do hereby certify that the foregoing Resolution was duly adopted by the City Council of the City of Santa Clarita at a regular meeting thereof, held on the 27th day of October 2015, by the following vote: AYES: COUNCILMEMBERS: NOES: COUNCILMEMBERS: ABSENT: COUNCILMEMBERS: CITY CLERK 4.b Packet Pg. 81 V zo 4.b EXHIBIT "A" THIRD AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF SANTA CLARITA AND AV EQUIPMENT RENTAL INC., FOR TEMPORARY BIN AND ROLL -OFF BOX SOLID WASTE MANAGEMENT SERVICES Contract No. 06-00017-C This THIRD AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF SANTA CLARITA AND AV EQUIPMENT RENTAL INC., FOR TEMPORARY BIN AND ROLL -OFF BOX SOLID WASTE MANAGEMENT SERVICES (Third Amendment) is entered into this day of 2015, between the City of Santa Clarita, a California Municipal Corporation (City) and AV Equipment Rental Inc., to amend that certain Temporary Bin and Roll -Off Box Franchise Agreement between the City of Santa Clarita and AV Equipment Rental Inc. dated January 3, 2006, and amended by that certain First Amendment dated June 9, 2009, and amended by that certain Second Amendment dated November 9, 2010 (as amended, the "Agreement'). RECITALS WHEREAS, the City Council is authorized to regulate solid waste pursuant to Article XI, Section 7 of the California Constitution and Public Resources Code Section 40059; and WHEREAS, on November 8, 2005, the City Council approved the issuance of ten temporary bin and roll -off box franchises (Franchise Agreement) to assist the City with Assembly Bill 939 (AB 939) compliance; and WHEREAS, Section 15.44.305 allows the City to establish by Resolution the application process for a Solid Waste Franchise; and WHEREAS, the City may contract for the aforementioned removal activities, and WHEREAS, AV Equipment Rental Inc. has the requisite experience, equipment, and insurance to undertake such removal activities at the direction of the City. N NOW, THEREFORE, the City and AV Equipment Rental Inc. in consideration of M their mutual promises, amend the Agreement as follows: Packet Pg. 82 SECTION 1. Section 1. B. of the Agreement is hereby amended as follows: B. Grant of Franchise; Exclusions: AV Equipment Rental, and other solid waste enterprises granted similar franchises, shall have an exclusive duty, right and privilege to collect, transport, process, recycle, compost, retain and dispose of all Temporary Bin and Roll -Off Solid Waste, as defined in this Agreement, produced, generated and/or accumulated within the City, at premises in the City, except as provided below. The regular, continuous collection and disposal of residential solid waste in a cart or bin of a capacity no greater than 4 cubic yards from Single Family and Multi -Family Residences or other similar places is not within the scope of this Agreement, but is within the scope of a separate "Residential Agreement." The collection and disposal of Construction and Demolition Materials from residential and commercial premises through the use of roll- off or other Bins is within the scope of this Agreement. However, accumulation, collection and recycling or disposal of Construction and Demolition Materials by a licensed contractor, e.g., a roofing contractor, performing work within the scope of the contractor's license, e.g., removing a roof and installing a new roof, using equipment owned or leased by the contractor, is not within the scope of this Agreement. SECTION 2. Section 3. A. of the Agreement is hereby amended to read as follows: A. Term: Collection services under this Agreement shall be provided commencing on January 1, 2006, and ending at midnight on June 30, 2018, unless sooner terminated. SECTION 3. Except as expressly set forth herein, all provisions of the Agreement are and remain in effect. 4.b Packet Pg. 83 N r M r IN WITNESS WHEREOF, the parties have executed this Agreement as of the date above first written. CITY OF SANTA CLARITA A California Municipal Corporation Marsha McLean Mayor ATTEST: Kevin Tonoian City Clerk APPROVED AS TO FORM: Joe Montes City Attorney (Signatures on next page) 4.b Packet Pg. 84 AV EQUIPMENT RENTAL [CEO, President, Chairman of the Board or any Vice President] And by: [The Secretary, any assistant secretary, CFO or any assistant treasurer] State of California County of On before me, Date Here Insert Name and Title of an, Officer personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature Signature of Notary Public Place Notary Seal Above 4.b Packet Pg. 85 4.b THIRD AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF SANTA CLARITA AND BURRTEC WASTE INDUSTRIES INC., FOR TEMPORARY BIN AND ROLL -OFF BOX SOLID WASTE MANAGEMENT SERVICES Contract No. 06-00010-C This THIRD AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF SANTA CLARITA AND BURRTEC WASTE INDUSTRIES INC., FOR TEMPORARY BIN AND ROLL -OFF BOX SOLID WASTE MANAGEMENT SERVICES (Third Amendment) is entered into this day of 2015, between the City of Santa Clarita, a California Municipal Corporation (City) and Burrtec Waste Industries Inc., to amend that certain Temporary Bin and Roll -Off Box Franchise Agreement between the City of Santa Clarita dated December 28, 2005 and amended by that certain First Amendment dated June 9, 2009, and amended by that certain Second Amendment dated November 9, 2010 (as amended, the "Agreement'). RECITALS WHEREAS, the City Council is authorized to regulate solid waste pursuant to Article XI, Section 7 of the California Constitution and Public Resources Code Section 40059; and WHEREAS, on November 8, 2005, the City Council approved the issuance of ten temporary bin and roll -off box franchises (Franchise Agreement) to assist the City with Assembly Bill 939 (AB 939) compliance; and WHEREAS, Section 15.44.305 allows the City to establish by Resolution the application process for a Solid Waste Franchise; and WHEREAS, the City may contract for the aforementioned removal activities, and WHEREAS, Burrtec Waste Industries Inc., has the requisite experience, equipment, and insurance to undertake such removal activities at the direction of the City. NOW, THEREFORE, the City and Burrtec Waste Industries Inc., in consideration iii of their mutual promises, amend the Agreement as follows: a r M r Packet Pg. 86 SECTION 1. Section 1. B. of the Agreement is hereby amended to read as follows: B. Grant of Franchise; Exclusions: Burrtec Waste Industries Inc., and other solid waste enterprises granted similar franchises, shall have an exclusive duty, right and privilege to collect, transport, process, recycle, compost, retain and dispose of all Temporary Bin and Roll -Off Solid Waste, as defined in this Agreement, produced, generated and/or accumulated within the City, at premises in the City, except as provided below. The regular, continuous collection and disposal of residential solid waste in a cart or bin of a capacity no greater than 4 cubic yards from Single Family and Multi -Family Residences or other similar places is not within the scope of this Agreement, but is within the scope of a separate "Residential Agreement." The collection and disposal of Construction and Demolition Materials from residential and commercial premises through the use of roll -off or other Bins is within the scope of this Agreement. However, accumulation, collection and recycling or disposal of Construction and Demolition Materials by a licensed contractor, e.g., a roofing contractor, performing work within the scope of the contractor's license, e.g., removing a roof and installing a new roof, using equipment owned or leased by the contractor, is not within the scope of this Agreement. SECTION 2. Section 3 A. of the Agreement is hereby amended to read as follows: A. Term: Collection services under this Agreement shall be provided commencing on January 1, 2006, and ending at midnight on June 30, 2018, unless sooner terminated. SECTION 3. Except as expressly set forth herein, all provisions of the Agreement are and remain in effect. 4.b Packet Pg. 87 N r M r IN WITNESS WHEREOF, the parties have executed this Agreement as of the date above first written. CITY OF SANTA CLARITA A California Municipal Corporation Marsha McLean Mayor ATTEST: Kevin Tonoian City Clerk APPROVED AS TO FORM: Joe Montes City Attorney (Signatures on next page) 4.b Packet Pg. 88 BURRTEC WASTE INDUSTRIES INC. [CEO, President, Chairman of the Board or any Vice President] And by: [The Secretary, any assistant secretary, CFO or any assistant treasurer] State of California County of On before me, Date Here Insert Name and Title of an, Officer personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature Signature of Notary Public Place Notary Seal Above 4.b Packet Pg. 89 4.b THIRD AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF SANTA CLARITA AND RANDFAM INC. (RENT -A -BIN), FOR TEMPORARY BIN AND ROLL -OFF BOX SOLID WASTE MANAGEMENT SERVICES Contract No. 06-00124-C This THIRD AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF SANTA CLARITA AND RANDFAM INC.(RENT-A-BIN), FOR TEMPORARY BIN AND ROLL -OFF BOX SOLID WASTE MANAGEMENT SERVICES (Third Amendment) is entered into this day of 2015, between the City of Santa Clarita, a California Municipal Corporation (City) and Randfam Inc. (Rent -A -Bin), to amend that certain Temporary Bin and Roll -Off Box Franchise Agreement between the City of Santa Clarita dated April 25, 2006 and amended by that certain First Amendment dated June 9, 2009, and amended by that certain Second Amendment dated November 9, 2010 (as amended, the "Agreement'). RECITALS WHEREAS, the City Council is authorized to regulate solid waste pursuant to Article XI, Section 7 of the California Constitution and Public Resources Code Section 40059; and WHEREAS, on November 8, 2005, the City Council approved the issuance of ten temporary bin and roll -off box franchises (Franchise Agreement) to assist the City with Assembly Bill 939 (AB 939) compliance; and WHEREAS, Section 15.44.305 allows the City to establish by Resolution the application process for a Solid Waste Franchise; and WHEREAS, the City may contract for the aforementioned removal activities, and WHEREAS, Randfam Inc. (Rent -A -Bin), has the requisite experience, equipment, and insurance to undertake such removal activities at the direction of the City. NOW, THEREFORE, the City and Randfam Inc. (Rent -A -Bin), in consideration iii of their mutual promises, amend the Agreement as follows: a r M r Packet Pg. 90 SECTION 1. Section 1. B. of the Agreement is hereby amended to read as follows: B. Grant of Franchise; Exclusions. Randfam Inc. (Rent -A -Bin), and other solid waste enterprises granted similar franchises, shall have an exclusive duty, right and privilege to collect, transport, process, recycle, compost, retain and dispose of all Temporary Bin and Roll -Off Solid Waste, as defined in this Agreement, produced, generated and/or accumulated within the City, at premises in the City, except as provided below. The regular, continuous collection and disposal of residential solid waste in a cart or bin of a capacity no greater than 4 cubic yards from Single Family and Multi -Family Residences or other similar places is not within the scope of this Agreement, but is within the scope of a separate "Residential Agreement." The collection and disposal of Construction and Demolition Materials from residential and commercial premises through the use of roll -off or other Bins is within the scope of this Agreement. However, accumulation, collection and recycling or disposal of Construction and Demolition Materials by a licensed contractor, e.g., a roofing contractor, performing work within the scope of the contractor's license, e.g., removing a roof and installing a new roof, using equipment owned or leased by the contractor, is not within the scope of this Agreement. SECTION 2. Section 3. A. of the Agreement is hereby amended to read as follows: A. Term: Collection services under this Agreement shall be provided commencing on January 1, 2006, and ending at midnight on June 30, 2018, unless sooner terminated. SECTION 3. Except as expressly set forth herein, all provisions of the Agreement are and remain in effect. 4.b Packet Pg. 91 N r M r IN WITNESS WHEREOF, the parties have executed this Agreement as of the date above first written. CITY OF SANTA CLARITA A California Municipal Corporation Marsha McLean Mayor ATTEST: Kevin Tonoian City Clerk APPROVED AS TO FORM: Joe Montes City Attorney (Signatures on next page) 4.b Packet Pg. 92 RANDFAM INC. (Rent -A -Bin) [CEO, President, Chairman of the Board or any Vice President] And by: [The Secretary, any assistant secretary, CFO or any assistant treasurer] State of California County of On before me, Date Here Insert Name and Title of an, Officer personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct WITNESS my hand and official seal. Signature Signature of Notary Public Place Notary Seal Above 4.b Packet Pg. 93 4.b THIRD AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF SANTA CLARITA AND USA WASTE OF CALIFORNIA INC. (BLUE BARREL/WASTE MANAGEMENT) FOR TEMPORARY BIN AND ROLL -OFF BOX SOLID WASTE MANAGEMENT SERVICES Contract No. 06-00020-C This THIRD AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF SANTA CLARITA AND USA WASTE OF CALIFORNIA INC. (BLUE BARREL/WASTE MANAGEMENT) FOR TEMPORARY BIN AND ROLL -OFF BOX SOLID WASTE MANAGEMENT SERVICES (Third Amendment) is entered into this day of 2015, between the City of Santa Clarita, a California Municipal Corporation (City) and USA Waste of California Inc. (Blue Barrel/Waste Management), to amend that certain Temporary Bin and Roll -Off Box Franchise Agreement dated January 24, 2006 and amended by that certain First Amendment dated June 9, 2009, and amended by that certain Second Amendment dated November 9, 2010 (as amended, the "Agreement'). RECITALS WHEREAS, the City Council is authorized to regulate solid waste pursuant to Article XI, Section 7 of the California Constitution and Public Resources Code Section 40059; and WHEREAS, on November 8, 2005, the City Council approved the issuance of ten temporary bin and roll -off box franchises (Franchise Agreement) to assist the City with Assembly Bill 939 (AB 939) compliance; and WHEREAS, Section 15.44.305 allows the City to establish by Resolution the application process for a Solid Waste Franchise; and WHEREAS, the City may contract for the aforementioned removal activities; and WHEREAS, USA Waste of California Inc. (Blue Barrel/Waste Management), has the requisite experience, equipment, and insurance to undertake such removal activities at w the direction of the City. a r M r NOW, THEREFORE, the City and USA Waste of California Inc. (Blue Barrel/Waste Management), in consideration of their mutual promises, amend the o Y Agreement as follows: Packet Pg. 94 SECTION 1. SECTION 1. B. of the agreement is hereby amended to read as follows: B. Grant of Franchise; Exclusions: USA Waste of California Inc. (Blue Barrel/Waste Management), and other solid waste enterprises granted similar franchises, shall have an exclusive duty, right and privilege to collect, transport, process, recycle, compost, retain and dispose of all Temporary Bin and Roll -Off Solid Waste, as defined in this Agreement, produced, generated and/or accumulated within the City, at premises in the City, except as provided below. The regular, continuous collection and disposal of residential solid waste in a cart or bin of a capacity no greater than 4 cubic yards from Single Family and Multi -Family Residences or other similar places is not within the scope of this Agreement, but is within the scope of a separate "Residential Agreement." The collection and disposal of Construction and Demolition Materials from residential and commercial premises through the use of roll -off or other Bins is within the scope of this Agreement. However, accumulation, collection and recycling or disposal of Construction and Demolition Materials by a licensed contractor, e.g., a roofing contractor, performing work within the scope of the contractor's license, e.g., removing a roof and installing a new roof, using equipment owned or leased by the contractor, is not within the scope of this Agreement. SECTION 2. Section 3. A. of the Agreement is hereby amended to read as follows: A. Term: Collection services under this Agreement shall be provided commencing on January 1, 2006, and ending at midnight on June 30, 2018, unless sooner terminated. SECTION 3. Except as expressly set forth herein, all provisions of the Agreement are and remain in effect. 4.b Packet Pg. 95 N r M r IN WITNESS WHEREOF, the parties have executed this Agreement as of the date above first written. CITY OF SANTA CLARITA A California Municipal Corporation Marsha McLean Mayor ATTEST: Kevin Tonoian City Clerk APPROVED AS TO FORM: Joe Montes City Attorney (Signatures on next page) 4.b Packet Pg. 96 State of California County of On Date personally appeared _ Place Notary Seal Above USA WASTE OF CALIFORNIA INC. (BLUE BARREL/ WASTE MANAGEMENT) [CEO, President, Chairman of the Board or any Vice President] And by: [The Secretary, any assistant secretary, CFO or any assistant treasurer] before me, Here Insect Name and Title of the Officer Names) of Signer(d who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public 4.b Packet Pg. 97 V Zo 4.b EXHIBIT `B" THIRD AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF SANTA CLARITA AND CONSOLIDATED DISPOSAL SERVICE, LLC, A DELAWARE LIMITED LIABILITY COMPANY DBA REPUBLIC SERVICES, FOR TEMPORARY BIN AND ROLL -OFF BOX SOLID WASTE MANAGEMENT SERVICES Contract No. 06-00008-C This THIRD AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF SANTA CLARITA AND CONSOLIDATED DISPOSAL SERVICE, LLC, A DELAWARE LIMITED LIABILITY COMPANY DBA REPUBLIC SERVICES FOR TEMPORARY BIN AND ROLL -OFF BOX SOLID WASTE MANAGEMENT SERVICES (Third Amendment) is entered into this day of 2015, between the City of Santa Clarita, a California Municipal Corporation (City) and Consolidated Disposal Service, LLC, a Delaware Limited Liability Company dba Republic Services, to amend that certain Temporary Bin and Roll -Off Box Franchise Agreement between the City of Santa Clarita dated January 3, 2006 and amended by that certain First Amendment dated June 9, 2009, and amended by that certain Second Amendment dated November 9, 2010 (as amended, the "Agreement'). RECITALS WHEREAS, the City Council is authorized to regulate solid waste pursuant to Article XI, Section 7 of the California Constitution and Public Resources Code Section 40059; and WHEREAS, on November 8, 2005, the City Council approved the issuance of ten temporary bin and roll -off box franchises (Franchise Agreement) to assist the City with Assembly Bill 939 (AB 939) compliance; and WHEREAS, Section 15.44.305 allows the City to establish by Resolution the application process for a Solid Waste Franchise; and WHEREAS, the City may contract for the aforementioned removal activities; and N WHEREAS, Section 15.44.305(B)(6) authorizes afranchisee to designate up to rr-i two "DBAs" and Consolidated Disposal Service wishes to designate Republic Services as a dba for purposes of this franchise; and o WHEREAS, Consolidated Disposal Service, LLC, a Delaware Limited Liability Company dba Republic Services has the requisite experience, equipment, and insurance to undertake such removal activities at the direction of the City. Packet Pg. 98 4.b NOW, THEREFORE, the City and Consolidated Disposal Service, LLC, a Delaware Limited Liability Company dba Republic Services in consideration of their mutual promises, amend the Agreement as follows: SECTION 1. Section 1. B. of the Agreement is hereby amended to read as follows: B. Grant of Franchise; Exclusions: Consolidated Disposal Service, LLC, a Delaware Limited Liability Company dba Republic Services and other solid waste enterprises granted similar franchises, shall have an exclusive duty, right and privilege to collect, transport, process, recycle, compost, retain and dispose of all Temporary Bin and Roll -Off Solid Waste, as defined in this Agreement, produced, generated and/or accumulated within the City, at premises in the City, except as provided below. The regular, continuous collection and disposal of residential solid waste in a cart or bin of a capacity no greater than 4 cubic yards from Single Family and Multi -Family Residences or other similar places is not within the scope of this Agreement, but is within the scope of a separate "Residential Agreement." The collection and disposal of Construction and Demolition Materials from residential and commercial premises through the use of roll- off or other Bins is within the scope of this Agreement. However, accumulation, collection and recycling or disposal of Construction and Demolition Materials by a licensed contractor, e.g., a roofing contractor, performing work within the scope of the contractor's license, e.g., removing a roof and installing a new roof, using equipment owned or leased by the contractor, is not within the scope of this Agreement. SECTION 2. Section 4. G. of the Agreement is hereby amended to read as follows: G. "Consolidated Disposal Service" all references to Consolidated Disposal Service in the agreement shall mean Consolidated Disposal Service, LLC, a Delaware Limited Liability Company dba Republic Services. SECTION 3. Section 3 A. of the Agreement is hereby amended to read as follows: A. Term: Collection services under this Agreement shall be provided commencing 7 on January 1, 2006, and ending at midnight on June 30, 2018, unless sooner terminated. M SECTION 4. Except as expressly set forth herein, all provisions of the Agreement are and remain in effect. Packet Pg. 99 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date above first written. CITY OF SANTA CLARITA A California Municipal Corporation Marsha McLean Mayor ATTEST: Kevin Tonoian City Clerk APPROVED AS TO FORM: Joe Montes City Attorney (Signatures on next page) 4.b Packet Pg. 100 CONSOLIDATED DISPOSAL SERVICE, LLC, A DELAWARE LIMITED LIABILITY COMPANY DBA REPUBLIC SERVICES [CEO, President, Chairman of the Board or any Vice President] And by: [The Secretary, any assistant secretary, CFO or any assistant treasurer] State of California County of On before me, , Date Here Insert Name and Title of the Officer personally appeared Names) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature Place Notary Seal Above Signature of Notary Public 4.b Packet Pg. 101 4.b EXHIBIT "C" FOURTH AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF SANTA CLARITA AND RECOLOGY LOS ANGELES FOR TEMPORARY BIN AND ROLL -OFF BOX SOLID WASTE MANAGEMENT SERVICES Contract No. 06-00025-D This FOURTH AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF SANTA CLARITA AND RECOLOGY LOS ANGELES FOR TEMPORARY BIN AND ROLL -OFF BOX SOLID WASTE MANAGEMENT SERVICES (Fourth Amendment) is entered into this day of 2015, between the City of Santa Clarita, a California Municipal Corporation (City) and Recology Los Angeles, to amend that certain Temporary Bin and Roll -Off Box Franchise Agreement (Agreement) between the City of Santa Clarita and Recology Los Angeles dated January 27, 2006, and amended by that certain First Amendment dated June 9, 2009, and amended by that certain Second Amendment dated November 9, 2010, and amended by that certain Third Amendment dated October 27, 2015 which assigned the Agreement from Crown Disposal Services to Recology Los Angeles (as amended, the "Agreement"). RECITALS WHEREAS, the City Council is authorized to regulate solid waste pursuant to Article XI, Section 7 of the California Constitution and Public Resources Code Section 40059; and WHEREAS, on November 8, 2005, the City Council approved the issuance of ten temporary bin and roll -off box franchises (Franchise Agreement) to assist the City with Assembly Bill 939 (AB 939) compliance; and WHEREAS, Section 15.44.305 allows the City to establish by Resolution the application process for a Solid Waste Franchise; and WHEREAS, the City may contract for the aforementioned removal activities, and WHEREAS, Recology Los Angeles has the requisite experience, equipment, and a insurance to undertake such removal activities at the direction of the City. rr-i NOW, THEREFORE, the City and Recology Los Angeles, in consideration of their mutual promises, amend the Agreement as follows: Packet Pg. 102 SECTION 1. Section 1. B. of the Agreement is hereby amended to read as follows: B. Grant of Franchise; Exclusions: Recology Los Angeles, and other solid waste enterprises granted similar franchises, shall have an exclusive duty, right and privilege to collect, transport, process, recycle, compost, retain and dispose of all Temporary Bin and Roll -Off Solid Waste, as defined in this Agreement, produced, generated and/or accumulated within the City, at premises in the City, except as provided below. The regular, continuous collection and disposal of residential solid waste in a cart or bin of a capacity no greater than 4 cubic yards from Single Family and Multi -Family Residences or other similar places is not within the scope of this Agreement, but is within the scope of a separate "Residential Agreement." The collection and disposal of Construction and Demolition Materials from residential and commercial premises through the use of roll- off or other Bins is within the scope of this Agreement. However, accumulation, collection and recycling or disposal of Construction and Demolition Materials by a licensed contractor, e.g., a roofing contractor, performing work within the scope of the contractor's license, e.g., removing a roof and installing a new roof, using equipment owned or leased by the contractor, is not within the scope of this Agreement. SECTION 2. Section 3 A. of the Agreement is hereby amended to read as follows: A. Term: Collection services under this Agreement shall be provided commencing on January 1, 2006, and ending at midnight on June 30, 2018, unless sooner terminated. SECTION 3. Except as expressly set forth herein, all provisions of the Agreement are and remain in effect. 4.b N r M r Packet Pg. 103 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date above first written. CITY OF SANTA CLARITA A California Municipal Corporation Marsha McLean Mayor ATTEST: Kevin Tonoian City Clerk APPROVED AS TO FORM: Joe Montes City Attorney (Signatures on next page) 4.b Packet Pg. 104 RECOLOGY LOS ANGELES [CEO, President, Chairman of the Board or any Vice President] And by: [The Secretary, any assistant secretary, CFO or any assistant treasurer] State of California County of On before me, Date Here Insert Name and Title of an, Officer personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature Signature of Notary Public Place Notary Seal Above 4.b Packet Pg. 105 THIRD AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF SANTA CLARITA AND AV EQUIPMENT RENTAL, INC., FOR TEMPORARY BIN AND ROLL -OFF BOX SOLID WASTE MANAGEMENT SERVICES Contract No. 06-00017-C This THIRD AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF SANTA CLARITA AND AV EQUIPMENT RENTAL, INC. FOR TEMPORARY BIN AND ROLL -OFF BOX SOLID WASTE MANAGEMENT SERVICES (Third Amendment) is entered into this day of 2015, between the City of Santa Clarita, a California Municipal Corporation (City) and AV Equipment Rental, Inc., to amend that certain Temporary Bin and Roll -Off Box Franchise Agreement between the City of Santa Clarita and AV Equipment Rental, Inc. dated November 8, 2005, and amended by that certain First Amendment dated June 9, 2009, and amended by that certain Second Amendment dated November 9, 2010 (as amended, the "Agreement'). RECITALS WHEREAS, the City Council is authorized to regulate solid waste pursuant to Article XI, Section 7 of the California Constitution and Public Resources Code Section 40059; and WHEREAS, on November 8, 2005, the City Council approved the issuance of ten temporary bin and roll -off box franchises (Franchise Agreement) to assist the City with Assembly Bill 939 (AB 939) compliance; and WHEREAS, Section 15.44.305 allows the City to establish by Resolution the application process for a Solid Waste Franchise; and WHEREAS, the City may contract for the aforementioned removal activities; and WHEREAS, AV Equipment Rental hie. has the requisite experience, equipment, and insurance to undertake such removal activities at the direction of the City. NOW, THEREFORE, the City and AV Equipment Rental, hie. in consideration of their mutual promises, amend the Agreement as follows: SECTION 1. Section 1. B. of the Agreement is hereby amended as follows: B, Grant of Franchise; Exclusions: AV Equipment Rental, Inc. and other solid waste enterprises granted similar franchises, shall have an exclusive duty, right and privilege to collect, transport, process, recycle, compost, retain and dispose of all Temporary Bin and Roll -Off Solid Waste, as defined in this Agreement, produced, generated and/or accumulated within the City, at premises in the City, except as provided below. The regular, continuous collection and disposal of residential solid waste in a cart or bin of a capacity no greater than 4 cubic yards from Single Family and Multi -Family Residences or other similar places is not within the scope of this Agreement, but is within the scope of a separate "Residential Agreement." The collection and disposal of Construction and Demolition Materials from residential and commercial premises through the use of roll -off or other Bins is within the scope of this Agreement. However, accumulation, collection and recycling or disposal of Construction and Demolition Materials by a licensed contractor, e.g., a roofing contractor, performing work within the scope of the contractor's license, e.g., removing a roof and installing a new roof, using equipment owned or leased by the contractor, is not within the scope of this Agreement. SECTION 2. Section 3. A. of the Agreement is hereby amended to read as follows: SECTION 3. Except as expressly set forth herein, all provisions of the Agreement are and remain in effect. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date above first written. CITY OF SANTA CLARITA A California Municipal Corporation Marsha McLean Mayor ATTEST: Kevin Tonoian City Clerk APPROVED AS TO FORM: Joe Montes City Attorney By: (Signatures on next page) AV EQUIPMENT RENTAL By: [CEO, President, Chairman of the Board or any Vice President] And by: [The Secretary, any assistant secretary, CFO or any assistant treasurer] State of California County of On before me, Date Here Insert Name and Title of the Officer personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature Signature of Notary Public Place Notary Seal Above THIRD AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF SANTA CLARITA AND BURRTEC WASTE INDUSTRIES INC., FOR TEMPORARY BIN AND ROLL -OFF BOX SOLID WASTE MANAGEMENT SERVICES Contract No. 06-00010-C This THIRD AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF SANTA CLARITA AND BURRTEC WASTE INDUSTRIES INC., FOR TEMPORARY BIN AND ROLL -OFF BOX SOLID WASTE MANAGEMENT SERVICES (Third Amendment) is entered into this day of 2015, between the City of Santa Clarita, a California Municipal Corporation (City) and Burrtec Waste Industries hic., to amend that certain Temporary Bin and Roll -Off Box Franchise Agreement between the City of Santa Clarita dated November 8, 2005, and amended by that certain First Amendment dated June 9, 2009, and amended by that certain Second Amendment dated November 9, 2010 (as amended, the "Agreement'). RECITALS WHEREAS, the City Council is authorized to regulate solid waste pursuant to Article XI, Section 7 of the California Constitution and Public Resources Code Section 40059; and WHEREAS, on November 8, 2005, the City Council approved the issuance of ten temporary bin and roll -off box franchises (Franchise Agreement) to assist the City with Assembly Bill 939 (AB 939) compliance; and WHEREAS, Section 15.44.305 allows the City to establish by Resolution the application process for a Solid Waste Franchise; and WHEREAS, the City may contract for the aforementioned removal activities; and WHEREAS, Burrtec Waste Industries Inc., has the requisite experience, equipment, and insurance to undertake such removal activities at the direction of the City. NOW, THEREFORE, the City and Burrtec Waste Industries Inc., in consideration of their mutual promises, amend the Agreement as follows: SECTION 1. Section 1. B. of the Agreement is hereby amended to read as follows: B, Grant of Franchise; Exclusions: Burrtec Waste Industries Inc., and other solid waste enterprises granted similar franchises, shall have an exclusive duty, right and privilege to collect, transport, process, recycle, compost, retain and dispose of all Temporary Bin and Roll -Off Solid Waste, as defined in this Agreement, produced, generated and/or accumulated within the City, at premises in the City, except as provided below. The regular, continuous collection and disposal of residential solid waste in a cart or bin of a capacity no greater than 4 cubic yards from Single Family and Multi -Family Residences or other similar places is not within the scope of this Agreement, but is within the scope of a separate "Residential Agreement." The collection and disposal of Construction and Demolition Materials from residential and commercial premises through the use of roll -off or other Bins is within the scope of this Agreement. However, accumulation, collection and recycling or disposal of Construction and Demolition Materials by a licensed contractor, e.g., a roofing contractor, performing work within the scope of the contractor's license, e.g., removing a roof and installing a new roof, using equipment owned or leased by the contractor, is not within the scope of this Agreement. SECTION 2. Section 3. A. of the Agreement is hereby amended to read as follows: SECTION 3. Except as expressly set forth herein, all provisions of the Agreement are and remain in effect. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date above first written. CITY OF SANTA CLARITA A California Municipal Corporation Marsha McLean Mayor ATTEST: Kevin Tonoian City Clerk APPROVED AS TO FORM: Joe Montes City Attorney By: (Signatures on next page) BURRTEC WASTE INDUSTRIES INC. By: [CEO, President, Chairman of the Board or any Vice President] And by: [The Secretary, any assistant secretary, CFO or any assistant treasurer] State of California County of On before me, Date Here Insert Name and Title of the Officer personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature Signature of Notary Public Place Notary Seal Above THIRD AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF SANTA CLARITA AND RANDFAM INC. (RENT -A -BIH FOR TEMPORARY BIN AND ROLL -OFF BOX SOLID WASTE MANAGEMENT SERVICES Contract No. 06-00124-C This THIRD AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF SANTA CLARITA AND RANDFAM, INC. (RENT -A -BIN), FOR TEMPORARY BIN AND ROLL -OFF BOX SOLID WASTE MANAGEMENT SERVICES (Third Amendment) is entered into this day of 2015, between the City of Santa Clarita, a California Municipal Corporation (City) and Randfam, Inc.(Rent-A-Bin), to amend that certain Temporary Bin and Roll -Off Box Franchise Agreement between the City of Santa Clarita and Randfam, hic. (Rent -A -Bin) dated November 8, 2005, and amended by that certain First Amendment dated June 9, 2009, and amended by that Second Amendment dated November 9, 2010 (as amended, the "Agreement''). RECITALS WHEREAS, the City Council is authorized to regulate solid waste pursuant to Article XI, Section 7 of the California Constitution and Public Resources Code Section 40059; and WHEREAS, on November 8, 2005, the City Council approved the issuance of ten temporary bin and roll -off box franchises (Franchise Agreement) to assist the City with Assembly Bill 939 (AB 939) compliance; and WHEREAS, Section 15.44.305 allows the City to establish by Resolution the application process for a Solid Waste Franchise; and WHEREAS, the City may contract for the aforementioned removal activities; and WHEREAS, Randfam Inc. (Rent -A -Bin), has the requisite experience, equipment, and insurance to undertake such removal activities at the direction of the City. NOW, THEREFORE, the City and Randfam, Inc. (Rent -A -Bin), in consideration of their mutual promises, amend the Agreement as follows: SECTION 1. Section 1. B. of the Agreement is hereby amended to read as follows: B. Grant of Franchise; Exclusions. Randfam, hie., and other solid waste enterprises granted similar franchises, shall have an exclusive duty, right and privilege to collect, transport, process, recycle, compost, retain and dispose of all Temporary Bin and Roll -Off Solid Waste, as defined in this Agreement, produced, generated and/or accumulated within the City, at premises in the City, except as provided below. The regular, continuous collection and disposal of residential solid waste in a cart or bin of a capacity no greater than 4 cubic yards from Single Family and Multi -Family Residences or other similar places is not within the scope of this Agreement, but is within the scope of a separate "Residential Agreement." The collection and disposal of Construction and Demolition Materials from residential and commercial premises through the use of roll- off or other Bins is within the scope of this Agreement. However, accumulation, collection and recycling or disposal of Construction and Demolition Materials by a licensed contractor, e.g., a roofing contractor, performing work within the scope of the contractor's license, e.g., removing a roof and installing a new roof, using equipment owned or leased by the contractor, is not within the scope of this Agreement. SECTION 2. Section 3. A. of the Agreement is hereby amended to read as follows: AgreementA, Term: Collection services under this provided 2006commenc�a on JanuarrA 1. . ending at midnighton June 30 2018 unless sooner terminated. C-4411yetionseplTives under this Agreement shall bV prw� Tided for a pVriod a Faidnight en •. SECTION 3. Except as expressly set forth herein, all provisions of the Agreement are and remain in effect. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date above first written. CITY OF SANTA CLARITA A California Municipal Corporation Marsha McLean Mayor ATTEST: Kevin Tonoian City Clerk APPROVED AS TO FORM: Joe Montes City Attorney By: (Signatures on next page) RANDFAM INC. By: [CEO, President, Chairman of the Board or any Vice President] And by: [The Secretary, any assistant secretary, CFO or any assistant treasurer] State of California County of On before me, Date Here Innen Name and Title of the Officer personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature Signature of Notary Public Place Notary Seal Above FOURTH AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF SANTA CLARITA AND RECOLOGY LOS ANGELES FOR TEMPORARY BIN AND ROLL -OFF BOX SOLID WASTE MANAGEMENT SERVICES Contract No. 06-00025-D This FOURTH AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF SANTA CLARITA AND RECOLOGY LOS ANGELES FOR TEMPORARY BIN AND ROLL -OFF BOX SOLID WASTE MANAGEMENT SERVICES (Fourth Amendment) is entered into this day of 2015, between the City of Santa Clarita, a California Municipal Corporation (City) and Recology Los Angeles, to amend that certain Temporary Bin and Roll -Off Box Franchise Agreement between the City of Santa Clarita and Recology Los Angeles dated October 27, 2015, and amended by that certain First Amendment dated June 9, 2009, and amended by that certain Second Amendment dated November 9, 2010 (as amended, the "Agreement'). RECITALS WHEREAS, the City Council is authorized to regulate solid waste pursuant to Article XI, Section 7 of the California Constitution and Public Resources Code Section 40059; and WHEREAS, on November 8, 2005, the City Council approved the issuance of ten temporary bin and roll -off box franchises (Franchise Agreement) to assist the City with Assembly Bill 939 (AB 939) compliance; and WHEREAS, Section 15.44.305 allows the City to establish by Resolution the application process for a Solid Waste Franchise; and WHEREAS, the City may contract for the aforementioned removal activities; and WHEREAS, Recology Los Angeles has the requisite experience, equipment, and insurance to undertake such removal activities at the direction of the City. NOW, THEREFORE, the City and Recology Los Angeles, in consideration of their mutual promises, amend the Agreement as follows: SECTION 1. Section 1. B. of the Agreement is hereby amended to read as follows: B, Grant of Franchise; Exclusions: Recology Los Angeles, and other solid waste enterprises granted similar franchises, shall have an exclusive duty, right and privilege to collect, transport, process, recycle, compost, retain and dispose of all Temporary Bin and Roll -Off Solid Waste, as defined in this Agreement, produced, generated and/or accumulated within the City, at premises in the City, except as provided below. The regular, continuous collection and disposal of residential solid waste in a cart or bin of a capacity no greater than 4 cubic yards from Single Family and Multi -Family Residences or other similar places is not within the scope of this Agreement, but is within the scope of a separate "Residential Agreement." The collection and disposal of Construction and Demolition Materials from residential and commercial premises through the use of roll- off or other Bins is within the scope of this Agreement. However, accumulation, collection and recycling or disposal of Construction and Demolition Materials by a licensed contractor, e.g., a roofing contractor, performing work within the scope of the contractor's license, e.g., removing a roof and installing a new roof, using equipment owned or leased by the contractor, is not within the scope of this Agreement. SECTION 2. Section 3 A. of the Agreement is hereby amended to read as follows: terminated. C-4411eptign sepIripes under this Agreement shall be preNrided fOr a pef-i8d 6 20016, and ending at SECTION 3. Except as expressly set forth herein, all provisions of the Agreement are and remain in effect. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date above first written. CITY OF SANTA CLARITA A California Municipal Corporation Marsha McLean Mayor ATTEST: Kevin Tonoian City Clerk APPROVED AS TO FORM: Joe Montes City Attorney By: (Signatures on next page) RECOLOGY LOS ANGELES By: [CEO, President, Chairman of the Board or any Vice President] And by: [The Secretary, any assistant secretary, CFO or any assistant treasurer] State of California County of On before me, Date Here Insert Name and Title of the Officer personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature Signature of Notary Public Place Notary Seal Above THIRD AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF SANTA CLARITA AND CONSOLIDATED DISPOSAL SERVICE, LLC, A DELAWARE LIMITED LIABILITY COMPANY DBA REPUBLIC SERVICES, FOR TEMPORARY BIN AND ROLL -OFF BOX SOLID WASTE MANAGEMENT SERVICES Contract No. 06-00008-C This THIRD AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF SANTA CLARITA AND CONSOLIDATED DISPOSAL SERVICE, LLC, A DELAWARE LIMITED LIABILITY COMPANY DBA REPUBLIC SERVICES FOR TEMPORARY BIN AND ROLL -OFF BOX SOLID WASTE MANAGEMENT SERVICES (Third Amendment) is entered into this day of 2015, between the City of Santa Clarita, a California Municipal Corporation (City) and Consolidated Disposal Service, LLC, a Delaware Limited Liability Company dba Republic Services, to amend that certain Temporary Bin and Roll -Off Box Franchise Agreement between the City of Santa Clarita and Consolidated Disposal Service, LLC, a Delaware Limited Liability Company dated November 8, 2005, and amended by that certain First Amendment dated June 9, 2009, and amended by that date certain Second Amendment dated November 9, 2010 (as amended, the "Agreement"). RECITALS WHEREAS, the City Council is authorized to regulate solid waste pursuant to Article XI, Section 7 of the California Constitution and Public Resources Code Section 40059; and WHEREAS, on November 8, 2005, the City Council approved the issuance of ten temporary bin and roll -off box franchises (Franchise Agreement) to assist the City with Assembly Bill 939 (AB 939) compliance; and WHEREAS, Section 15.44.305 allows the City to establish by Resolution the application process for a Solid Waste Franchise; and WHEREAS, the City may contract for the aforementioned removal activities; and WHEREAS, Consolidated Disposal Service, LLC, a Delaware Limited Liability Company dba Republic Services has the requisite experience, equipment, and insurance to undertake such removal activities at the direction of the City. NOW, THEREFORE, the City and Consolidated Disposal Service, LLC, a Delaware Limited Liability Company dba Republic Services in consideration of their mutual promises, amend the Agreement as follows: SECTION 1. Section 1. B. of the Agreement is hereby amended to read as follows: B, Grant of Franchise; Exclusions: Consolidated Disposal Service, LLC, a Delaware Limited Liability Company dba Republic Services and other solid waste enterprises granted similar franchises, shall have an exclusive duty, right and privilege to collect, transport, process, recycle, compost, retain and dispose of all Temporary Bin and Roll -Off Solid Waste, as defined in this Agreement, produced, generated and/or accumulated within the City, at premises in the City, except as provided below. The regular, continuous collection and disposal of residential solid waste in a cart or bin of a capacity no greater than 4 cubic yards from Single Family and Multi -Family Residences or other similar places is not within the scope of this Agreement, but is within the scope of a separate "Residential Agreement." The collection and disposal of Construction and Demolition Materials from residential and commercial premises through the use of roll- off or other Bins is within the scope of this Agreement. However, accumulation, collection and recycling or disposal of Construction and Demolition Materials by a licensed contractor, e.g., a roofing contractor, performing work within the scope of the contractor's license, e.g., removing a roof and installing a new roof, using equipment owned or leased by the contractor, is not within the scope of this Agreement. SECTION 2. Section 4. G. of the Agreement is hereby amended to read as follows: G, "Consolidated Disposal Service" naeaxs all references to Consolidated Disposal Services in the agreement shall mean Consolidated Disposal Services, LLC, a Delaware «.. to this Agree..,. « Limited Liability Company dba Republic Services. SECTION 3. Section 3 A. of the Agreement is hereby amended to read as follows: A, Term: Collection services under this Agreement shall be provided under this Agreement Decemberfive years, -2 years and 6 msnt4��- semmensing so jafivafy 1, 20(46, and efiding at midnight an SECTION 4. Except as expressly set forth herein, all provisions of the Agreement are and remain in effect. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date above first written. CITY OF SANTA CLARITA A California Municipal Corporation Marsha McLean Mayor ATTEST: Kevin Tonoian City Clerk APPROVED AS TO FORM: Joe Montes City Attorney By: (Signatures on next page) CONSOLIDATED DISPOSAL SERVICE, LLC, A DELAWARE LIMITED LIABILITY COMPANY DBA REPUBLIC SERVICES By: [CEO, President, Chairman of the Board or any Vice President] And by: [The Secretary, any assistant secretary, CFO or any assistant treasurer] State of California ) County of ) On before me, Date Here Insert Name and Title of the Officer personally appeared Name(s) of Signers) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature Signature of Notary Public Place Notary Seal Above THIRD AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF SANTA CLARITA AND USA WASTE OF CALIFORNIA, INC. (BLUE BARREL/WASTE MANAGEMENT) FOR TEMPORARY BIN AND ROLL -OFF BOX SOLID WASTE MANAGEMENT SERVICES Contract No. 06-00020-C This THIRD AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF SANTA CLARITA AND USA WASTE OF CALIFORNIA, INC. (BLUE BARREL/WASTE MANAGEMENT) FOR TEMPORARY BIN AND ROLL -OFF BOX SOLID WASTE MANAGEMENT SERVICES (Third Amendment) is entered into this day of 2015, between the City of Santa Clarita, a California Municipal Corporation (City) and USA Waste of California, Inc. (Blue Barrel/Waste Management), to amend that certain Temporary Bin and Roll -Off Box Franchise Agreement dated November 8, 2005, and amended by that certain First Amendment dated June 9, 2009, and amended by that certain Second Amendment dated November 9, 2010 (as amended, the "Agreement'). RECITALS WHEREAS, the City Council is authorized to regulate solid waste pursuant to Article XI, Section 7 of the California Constitution and Public Resources Code Section 40059; and WHEREAS, on November 8, 2005, the City Council approved the issuance of ten temporary bin and roll -off box franchises (Franchise Agreement) to assist the City with Assembly Bill 939 (AB 939) compliance; and WHEREAS, Section 15.44.305 allows the City to establish by Resolution the application process for a Solid Waste Franchise; and WHEREAS, the City may contract for the aforementioned removal activities; and WHEREAS, USA Waste of California, Inc. (Blue Barrel/Waste Management), has the requisite experience, equipment, and insurance to undertake such removal activities at the direction of the City. NOW, THEREFORE, the City and USA Waste of California, Inc. (Blue Barrel/Waste Management), in consideration of their mutual promises, amend the Agreement as follows: SECTION 1, SECTION 1. B. of the agreement is hereby amended to read as follows: B. Grant of Franchise; Exclusions: USA Waste of California, Inc. (Blue Barrel/Waste Management), and other solid waste enterprises granted similar franchises, shall have an exclusive duty, right and privilege to collect, transport, process, recycle, compost, retain and dispose of all Temporary Bin and Roll -Off Solid Waste, as defined in this Agreement, produced, generated and/or accumulated within the City, at premises in the City, except as provided below. The regular, continuous collection and disposal of residential solid waste in a cart or bin of a capacity no greater than 4 cubic yards from Single Family and Multi -Family Residences or other similar places is not within the scope of this Agreement, but is within the scope of a separate "Residential Agreement." The collection and disposal of Construction and Demolition Materials from residential and commercial premises through the use of roll -off or other Bins is within the scope of this Agreement. However, accumulation, collection and recycling or disposal of Construction and Demolition Materials by a licensed contractor, e.g., a roofing contractor, performing work within the scope of the contractor's license, e.g., removing a roof and installing a new roof, using equipment owned or leased by the contractor, is not within the scope of this Agreement. SECTION 2. Section 3. A. of the Agreement is hereby amended to read as follows: AgreementA, Term: Collection services under this be provided 2006,commencing on January . ending at midnighton June 30,20AI_sooner ", under this AgreefReflt shall be pf-evided &F- a per-isd of five years,2 years and 6 mofit!IL commencing an Januafy 1, 20016, and ending at tmidHight en ■.bef �1,2015. . . .. SECTION 3. Except as expressly set forth herein, all provisions of the Agreement are and remain in effect. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date above first written. CITY OF SANTA CLARITA A California Municipal Corporation Marsha McLean Mayor ATTEST: Kevin Tonoian City Clerk APPROVED AS TO FORM: Joe Montes City Attorney By: (Signatures on next page) USA WASTE OF CALIFORNIA, WASTE MANAGEMENT By: [CEO, President, Chairman of the Board or any Vice President] And by: [The Secretary, any assistant secretary, CFO or any assistant treasurer] State of California County of On before me, Date personally appeared _ Here Insert Name and Title of the Officer Names) of Signers) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public Place Notary Seal Above Temporary Bin and Roll -Off Box Solid Waste Franchise Agreement Between The City of Santa Clarita and Consolidated Disposal Service, L.L.C. City of Santa Clarita Contract No.Lt'' �� Temporary Bin and Roll -Off Box Solid Waste Agreement Between the City of Santa Clarita and Consolidated Disposal Service TABLE OF CONTENTS Recitals................................................................................................................................ 1 Section 1 Grant of Franchise............................................................................................... 4 Section 2 Reimbursement of City Expenses....................................................................... 6 Section 3 Term; Extension.................................................................................................. 6 Section4 Definitions........................................................................................................... 6 Section 5 Compliance with Laws and Regulations............................................................. 9 Section 6 Types and Frequency of Service......................................................................... 9 Section 7 Collection Equipment........................................................................................ 11 Section8 Privacy............................................................................................................... 13 Section 9 Service Exceptions; Hazardous Waste Notifications ........................................ 13 Section10 Customer Service............................................................................................14 Section 11 Ownership of Solid Waste ................................................ ...........................15 Section 12 Marketing of Recyclable Solid Wastes...........................................................15 Section13 Billing..............................................................................................................15 Section 14 Consolidated Disposal Service's Books and Records; Audits ........................ 16 Section 15 Integrated Waste Management Act; Reporting Requirements ........................17 Section 16 Activities and Financial Reports; Adverse Information..................................17 Section 17 Indemnification and Insurance........................................................................ 21 Section18 Cash Bonds...................................................................................................... 24 Section 19 Emergency Service.......................................................................................... 25 Section 20 Administrative Remedies; Imposition of Damages; Termination .................. 26 Section 21 Referral to Referee; Hearing Procedures........................................................ 31 Section 22 City's Additional Remedies............................................................................ 34 Section 23 Franchise Transfer; City Consent; Fees.......................................................... 35 Section 24 General Provisions.......................................................................................... 37 ExhibitA Guaranty......................................................................................................... C-1 PS -05-06-09 Temporary Bin and Roll -Off Box Solid Waste Agreement Between the City of Santa Clarita and Consolidated Disposal Service Temporary Bin and Roll -Off Box Solid Waste Agreement Between the City of Santa Clarita and Consolidated Disposal Service, L.L.C. This "Temporary Bin and Roll -Off Box Solid Waste Agreement Between the City of Santa Clarita and Consolidated Disposal Service, L.L.C." ("Agreement" or "Temporary Bin and Roll - Off Agreement") between the City of Santa Clarita, California, a California city, ("City") and Consolidated Disposal Service, a Delaware corporation, is made and entered into on the 2i�4 day ofY�"6' 200. RECITALS WHEREAS, Article XI, § 7 of the California Constitution authorizes cities to protect public health and safety by taking measures in furtherance of their authority over police and sanitary matters; and WHEREAS, the Legislature of the State of California, by enactment of the California Integrated Waste Management Act of 1989, ("AB 939" or the "Act") established a solid waste management process which requires cities and other local jurisdictions to implement plans for source reduction, reuse and recycling as integrated waste management practices for solid waste attributed to sources within their respective jurisdictions; and WHEREAS, California Public Resources Code § 40059 provides that aspects of solid waste handling of local concern include but are not limited to frequency of collection, means of collection and transportation, level of services, charges and fees, and nature, location and extent of providing solid waste services, and whether the services are to be provided by means of non- exclusive, partially exclusive or wholly exclusive franchise, contract, license or otherwise which may be granted by local government under terms and conditions prescribed by the gov- erning body of the local agency; and WHEREAS, Chapters 15.44 and 15.46 of the Santa Clarita Municipal Code implement Article XI, § 7 of the California Constitution and California Public Resources Code § 40059 in the City of Santa Clarita; and WHEREAS, City is obligated to protect the public health and safety of the residents of the City of Santa Clarita and arrangements made by solid waste enterprises and recyclers for 1 PS -05-06-09 Temporary Bin and Roll -Off Box Solid Waste Agreement Between the City of Santa Clarita and Consolidated Disposal Service the collection of Temporary Bin and Roll -Off Solid Wastes should be made in a manner consis- tent with the exercise of the City's police power for the protection of public health and safety; and WHEREAS, By advertisement and solicitations by mail City invited solid waste enter- prises, without regard to prospective proposers' places of business or prior service areas (in an effort to attract proposals from the widest possible range of qualified proposers) to propose how Temporary Bin and Roll -Off Solid Waste services might be provided in the City in a safe, effi- cient manner which protects public health and safety and implements measures consistent with the City's Source Reduction and Recycling Component in order for the City to reach the diver- sion goals mandated by the California Integrated Waste Management Act of 1989, as amended, Public Resources Code §§ 40000 et seq.; and WHEREAS, By its advertisements and solicitations, City received expressions of inter- est and suggestions from numerous prospective proposers, including proposers with corporate headquarters located outside the State of California, and City, in evaluating proposals, consid- ered factors which included, but which were not limited to cost, quality of service, proposers' ability to implement measures to comply with AB 939 and proposers' ability to meet the obli- gations of indemnification provisions and traffic and air pollution impacts, but did not favor in- state or local firms nor discriminate in any way against firms with out-of-state affiliations or corporate offices; and WHEREAS, City and Consolidated Disposal Service are mindful of the provisions of the laws governing the safe collection, transport, recycling and disposal of Temporary Bin and Roll -Off Solid Waste, including AB 939, the Resource Conservation and Recovery Act ("RCRA"), 42 U.S.C. §§ 6901 et seq., the Comprehensive Environmental Response, Compen- sation and Liability Act ("CERCLA"), 42 U.S.C. §§ 9601 et seq.; the laws governing Universal Wastes, Universal Waste Electronic Devices ("UWEDs"), and other Universal Wastes, includ- ing, but not limited to non -empty aerosol cans, fluorescent tubes, high intensity discharge lamps, sodium vapor lamps, and any other lamp exhibiting a characteristic of a hazardous waste, batteries (rechargeable nickel -cadmium batteries, silver button batteries, mercury batter- ies, small sealed lead acid batteries [burglar alarm and emergency light batteries] alkaline bat- teries, carbon -zinc batteries and any other batteries which exhibit the characteristic of a hazard- ous waste), mercury thermometers, mercury -containing switches; and WHEREAS, City and Consolidated Disposal Service desire to leave no doubts as to their respective roles and to make it clear that by entering into this Agreement, City is not thereby becoming a "generator" or an "arranger" as those terms are used in the context of CERCLA § 107(a)(3) and that it is Consolidated Disposal Service, an independent entity, not City, which will arrange to collect Temporary Bin and Roll -Off Solid Waste from Premises in K PS -05-06-09 Temporary Bin and Roll -Off Box Solid Waste Agreement Between the City of Santa Clarita and Consolidated Disposal Service the City of Santa Clarita, transport for recycling and disposal and dispose of Temporary Bin and Roll -Off Solid Wastes which may contain small amounts of household products with the characteristics of hazardous wastes, collect and compost Green Waste and collect and recycle Recyclable Solid Wastes from Premises in the City of Santa Clarita, and collect and recycle or dispose of Construction and Demolition Materials; and WHEREAS, there are no places within the City limits of the City of Santa Clarita where landfills are located, or which are suitable for the siting of a landfill and therefore Temporary Bin and Roll -Off Solid Waste must be exported from the City; and WHEREAS, City and Consolidated Disposal Service agree that, subject to City's exer- cise of its reserved flow control right under Section 1.H of this Agreement, it is Consolidated Disposal Service, and not City, which will select the landfill or transformation facility destina- tion of the non -recyclable Temporary Bin and Roll -Off Solid Waste and Construction and Demolition Materials ("C&D Materials") which Consolidated Disposal Service will arrange to collect, that City has not and, by this Agreement does not, instruct Consolidated Disposal Ser- vice on its collection methods, nor supervise Consolidated Disposal Service in the collection of waste and nothing in this Agreement or other action of the City shall be construed to give rise to any inference that the City has any title, ownership or right of possession of such Temporary Bin and Roll -Off Solid Waste; and WHEREAS, Consolidated Disposal Service represents and warrants to City that Con- solidated Disposal Service has the experience and qualifications to conduct recycling and waste diversion programs, to provide City with information sufficient to meet the City's reporting re- quirements under the Act, to meet the diversion goals proposed by Consolidated Disposal Ser- vice, to meet City's other requirements, to arrange with persons in charge of day-to-day activi- ties of Premises in the City of Santa Clarita for the collection, safe transport and disposal of Temporary Bin and Roll -Off Solid Wastes which may contain small amounts of household products with the characteristics of Hazardous Wastes, or Universal Wastes, in a safe manner which shall minimize the adverse effects of collection vehicles on air quality and traffic, and that Consolidated Disposal Service has the ability to indemnify City in accordance with this Agreement; and WHEREAS, the City would not enter into this Agreement with Consolidated Disposal Service unless Republic Services, Inc. provides a Guaranty in the form set forth in Exhibit A and the Guarantor, as a material inducement and consideration to the City to enter into the Agreement, is willing to execute and deliver the Guaranty and to agree to and be bound by its terms; and 3 PS -05-06-09 Temporary Bin and Roll -Off Box Solid Waste Agreement Between the City of Santa Clarita and Consolidated Disposal Service WHEREAS, the City Council of the City of Santa Clarita determines and finds pursuant to California Public Resources Code § 40059(a)(1) that the public interest, health, safety and well-being, including the minimization of adverse impacts on air quality and traffic from exces- sive numbers of collection vehicles, the implementation of measures consistent with the City's Source Reduction and Recycling Component, and in an effort to reduce the City's potential CERCLA liability, would be served if Consolidated Disposal Service were to be awarded an exclusive Franchise for collection, recycling, diversion and disposal of Temporary Bin and Roll -Off Solid Waste from premises in the City of Santa Clarita. NOW, THEREFORE, the City and Consolidated Disposal Service agree as fol- lows: Section 1. Grant of Franchise A. Binding Agreement. In consideration of the execution of and the mutual promises contained in this Temporary Bin and Roll -Off Box Solid Waste Agreement Between the City of Santa Clarita and Consolidated Disposal Service, City and Consolidated Disposal Service enter into this Agreement. B. Grant of Franchise; Exclusions. Consolidated Disposal Service, and other solid waste enterprises, if any, granted similar franchises, shall have an exclusive duty, right and privilege to collect, transport, process, recycle, compost, retain and dispose of all Temporary Bin and Roll -Off Solid Waste, as defined in this Agreement, produced, generated and/or accu- mulated at premises in the City, except as provided below. The collection and disposal of resi- dential solid waste from Single Family and Multi -Family Residences or other similar places is not within the scope of this Agreement, but is within the scope of a separate "Residential Agreement." The collection and disposal of Construction and Demolition Materials from resi- dential and commercial premises through the use of roll -off or other Bins is within the scope of this Agreement. However, accumulation, collection and recycling or disposal of Construction and Demolition Materials by a licensed contractor, e.g., a roofing contractor, performing work within the scope of the contractor's license, e.g., removing a roof and installing a new roof, us- ing equipment owned or leased by the contractor, is not within the scope of this Agreement. C. "Exclusive Franchise." Consolidated Disposal Service agrees that this Agreement is an "exclusive franchise" as that term is used in Public Resources Code § 49520. Consoli- dated Disposal Service acknowledges and understands that City may grant more than one ex- clusive franchise, to more than one solid waste enterprise for the services to be provided pursu- ant to this Agreement. D. Waiver of Rights. Consolidated Disposal Service waives any right it may have to challenge the terms of this Agreement under federal, state or local law, or administrative regu- 4 PS -05-06-09 Temporary Bin and Roll -Off Box Solid Waste Agreement Between the City of Santa Clarita and Consolidated Disposal Service lation, except as provided in the dispute resolution provisions of Sections 20 and 21 of this Agreement. Consolidated Disposal Service waives any right or claim to serve Premises in the City of Santa Clarita as its boundaries exist as of the date of execution of this Agreement under any prior grant of franchise, contract, license or permit issued or granted by City relating to the waste stream covered by this Agreement and including whatever, if any, rights Consolidated Disposal Service may have under the Public Resources Code or prior law. E. Gardeners and Landscapers. This Agreement shall not prohibit gardeners and landscapers from collecting, transporting and composting or disposing of Green Waste, as long as they transport such Green Waste to a Compostable Materials Handling Facility or a Green Material Composting Facility, as defined in 14 CCR § 17852, or other site permitted (or ex- empt from permitting) by the California Integrated Waste Management Board, or its successor agency, in accordance with all governing laws and regulations and submit reports required by City. F. Sale or Gift of Recyclable Materials. Any person may sell Recyclable Materials or give away Recyclable Materials to persons or entities other than Consolidated Disposal Service However, in either instance: (1) the Recyclable Materials must be segregated from and not mixed with Temporary Bin or Roll -Off Solid Waste; and (2) the seller/donor may not pay the buyer/donee any consideration for collecting, processing or transporting such Recyclable Mate- rials, or as a consultation fee for recycling services. A discount or reduction in price for collec- tion, disposal and/or recycling services for any form of unsegregated or segregated Temporary Bin and Roll -Off Solid Waste is not a sale or donation of Recyclable Materials and such Tem- porary Bin and Roll -Off Solid Waste does not qualify for this exception. G. Annexation. Territory annexed to the City which is not within the service area of another solid waste enterprise which qualifies under Public Resources Code § 49521 to con- tinue to provide Temporary Bin and Roll -Off Solid Waste services shall be added to the Fran- chise covered by this Agreement. In the event that an annexed area is added to the Franchise area, City and Consolidated Disposal Service agree that this Agreement shall supersede any previous franchise agreement, permit, or license granted to Consolidated Disposal Service by another public entity with respect to the collection of Temporary Bin and Roll -Off Solid Waste within the annexed area. H. Flow Control - Reservation of Rights. City reserves whatever, if any, rights to ex- ercise solid waste flow control which may be provided by Congress. 5 PS -05-06-09 Temporary Bin and Roll -Off Box Solid Waste Agreement Between the City of Santa Clarita and Consolidated Disposal Service Section 2. Reimbursement of City Expenses Not Required. Consolidated Disposal Service shall not be required to reimburse City for expenses, in- cluding staff time, consultants' and attorneys' fees and expenses associated with granting this Agreement. Section 3. Term. A. Collection services under this Agreement shall be provided for a period of five years, commencing on January 1, 2006, and ending at midnight on December 31, 2010, unless sooner terminated. B. Sections 9, 16 and 17 of this Agreement also require Consolidated Disposal Service to provide services (e.g., access to landfill destination information, insurance and indemnifica- tion and an insurance policy repository) beyond the period during which collection services are to be provided pursuant to this Agreement. Section 4. Definitions Whenever any term used in this Agreement has been defined by the Santa Clarita Mu- nicipal Code ("Municipal Code") or Division 30, Part 1, Chapter 2 of the California Public Re- sources Code, the definitions in the Municipal Code or Public Resources Code shall apply un- less the term is otherwise defined in this Agreement. A. "Act" or "AB 939" means the California Integrated Waste Management Act of 1989, codified in part at Public Resources Code §§ 40000 et seq., as it may be amended and as implemented by the regulations of the California Integrated Waste Management Board, or its successor agency. B. "Agreement" or "Franchise Agreement" means this written Agreement between the City and Consolidated Disposal Service, and all exhibits and documents, including Con- solidated Disposal Service's Service Proposal, dated October 7, 2005, and all supplements to those respective proposals, governing the provision of Temporary Bin and Roll -Off Solid Waste Services as provided in this Agreement. See Section 24.J, below. C. "Bins" or "Solid Waste Bins" means those containers provided for the temporary accumulation and collection of Temporary Bin and Roll -Off Solid Waste from Premises. Bins are usually two or three cubic yards in size, or larger. 0 PS -05-06-09 Temporary Bin and Roll -Off Box Solid Waste Agreement Between the City of Santa Clarita and Consolidated Disposal Service D. "Bulky Goods" means large and small household appliances, furniture, carpets, mattresses, White Goods, oversized yard waste such as tree trunks and large branches if no lar- ger than two feet in diameter and four feet in length and similar large items discarded by Com- mercial service recipients. The term "Bulky Goods" does not include consumer electronics, such as televisions, radios, computers, monitors, and the like. E. "City" means the City of Santa Clarita, California. F. "Construction and Demolition Materials" or "C&D Materials" means discarded building materials, "inert wastes" as defined in Public Resources Code § 41821.3(a)(1) (rock, concrete, brick, sand, soil, ceramics and cured asphalt), recyclable construction and demolition materials, packaging, plaster, drywall, and rubble, resulting from construction, remodeling, re- pair and demolition operations, but does not include asbestos -containing materials. Construc- tion and Demolition Materials, but not asbestos -containing materials, are within the scope of this Agreement, subject to the licensed contractor exception in Section LB, above. G. "Consolidated Disposal Service" means Consolidate Disposal Service, L.L.C, a Delaware corporation, a party to this Agreement. H. "Franchise" means the exclusive right and privilege granted by this Agreement. I. "Franchise Fee" means the fee or assessment imposed by the City on Consolidated Disposal Service because of its status as party to this Agreement and which, inter alia, is in- tended to offset the City's expenses in administering this Franchise and to compensate City for damage to its streets, sidewalks, curbs and gutters and other infrastructure resulting from Con- solidated Disposal Service's exercise of this Franchise, the expenses of administering the pro- gram for the Temporary Bin and Roll -Off Solid Waste stream, reporting requirements under the Act and other related expenses. J. "Green Waste" or "Yard Trimmings" means leaves, grass clippings, brush, branches and other forms of organic materials generated from maintenance or alteration of residential landscapes or gardens including, but not limited to, yard clippings, leaves, tree trimmings, prunings, holiday trees free of flocking and metal, brush and weeds and incidental pieces of scrap lumber, separated from other forms of Temporary Bin and Roll -Off Solid Waste. "Green Waste" does not include yucca or palm fronds, which are not suitable for com- posting. K. "Gross Revenues" means any and all revenue or compensation in any form, de- rived directly or indirectly, of Consolidated Disposal Service, Republic Services, Inc. or their subsidiaries, or other affiliates of Consolidated Disposal Service in which Consolidated Dis- 7 PS -05-06-09 Temporary Bin and Roll -Off Box Solid Waste Agreement Between the City of Santa Clarita and Consolidated Disposal Service posal Service or Republic Services, Inc. or either of them, has a financial interest, for the col- lection, transportation, processing, recycling, diversion and disposal of solid waste pursuant to this Agreement, in accordance with Generally Accepted Accounting Principles, including, but not limited to, monthly customer fees for collection of Temporary Bin and Roll -Off Solid Waste, without subtracting Franchise Fees or any other cost of doing business, but excluding revenues from the sale of Recyclable Materials and Recyclable Solid Waste. L. "Hazardous Waste" means any waste materials or mixture of wastes defined as a "hazardous substance" or "hazardous waste" pursuant to the Resource Conservation and Re- covery Act ("RCRA"), 42 U.S.C. §§ 6901 et seq., the Comprehensive Environmental Re- sponse, Compensation and Liability Act ("CERCLA"), 42 U.S.C. §§ 9601 et seq., the Carpen- ter -Presley -Tanner Hazardous Substance Account Act ("HSAA"), codified at California Health & Safety Code §§ 25300 et seq.; and all future amendments to any of them, or as defined by the California Integrated Waste Management Board, or the Department of Toxic Substances Con- trol, or a successor agency. If there is a conflict in the definitions employed by two or more agencies having jurisdiction over hazardous or Solid Waste, the term "Hazardous Waste" shall be construed to have the broader, more encompassing definition. M. "Premises" means all premises in the City, other than Single Family and Multi - Family Residences, where Temporary Bin and Roll -Off Solid Wastes are generated or accumu- lated. The term "Premises" includes, but is not limited to, stores; offices; restaurants; rooming houses; hotels; motels; industrial and manufacturing, processing, or assembly shops or plants; hospitals, clinics, convalescent centers and nursing homes (non-medical waste); federal, state, county and local governmental facilities, including, but not limited to schools, school district offices, special districts and water districts (to the extent authorized by law); but does not in- clude Single Family or Multi -Family Residences. N. "Recyclable Material" means a commodity which is sold for compensation, or given away, but which is not discarded into the Commercial waste stream. A Recyclable Mate- rial which is discarded into Temporary Bin or a Roll -Off Box loses its character as a Recycla- ble Material and becomes Temporary Bin and Roll -Off Solid Waste subject to this Temporary Bin and Roll -Off Agreement. O. "Roll -Off Box" or "Roll -Off Box Service" means solid waste containers, or ser- vice using containers with a capacity of 10 cubic yards, or more, including compactors. P. "Scavenging" means the unauthorized removal of Recyclable Solid Wastes. Scav- enging is prohibited by Public Resources Code § 41950. 0 PS -05-06-09 Temporary Bin and Roll -Off Box Solid Waste Agreement Between the City of Santa Clarita and Consolidated Disposal Service Q. "Temporary Bin Service" means Bin service provided to a premises on a tempo- rary, as -needed, basis in such a manner that no Bins belonging to a particular solid waste enter- prise, or any of its affiliates, remain on that premises for more than thirty consecutive days, or for more than 60 days of any consecutive 90 -day period in any calendar year. R. "Universal Wastes" means Universal Waste Electronic Devices (UWEDs), cathode ray tubes (CRTs) and other Universal Wastes, including, but not limited to non -empty aerosol cans, fluorescent tubes, high intensity discharge lamps, sodium vapor lamps, and any other lamp exhibiting a characteristic of a hazardous waste, batteries (rechargeable nickel -cadmium batteries, silver button batteries, mercury batteries, small sealed lead acid batteries [burglar alarm and emergency light batteries] alkaline batteries, carbon -zinc batteries and any other bat- teries which exhibit the characteristic of a hazardous waste), mercury thermometers, mercury - containing switches, and any other Universal Wastes improperly designated by the then - applicable regulations of the Department of Toxic Substances Control, or its successor agency. Section 5. Compliance with Laws and Regulations Consolidated Disposal Service warrants that it shall comply with all applicable laws, including implementing regulations, as they may be amended, specifically including, but not limited to RCRA, CERCLA, the Act, the California Electronic Waste Recycling Act of 2003, as amended (SB 20, Sher, Chapter 526, Statutes of 2003; SB 50, Sher, Chapter 863, Statutes of 2004; AB 575, Wolke, Chapter 59, Statutes of 2005), laws governing Universal Waste, includ- ing Universal Waste Electronic Devices ("UWEDs"), and other Universal Wastes, including, but not limited to non -empty aerosol cans, fluorescent tubes, high intensity discharge lamps, sodium vapor lamps, and any other lamp exhibiting a characteristic of a hazardous waste, bat- teries (rechargeable nickel -cadmium batteries, silver button batteries, mercury batteries, small sealed lead acid batteries [burglar alarm and emergency light batteries] alkaline batteries, car- bon -zinc batteries and any other batteries which exhibit the characteristic of a hazardous waste), mercury thermometers, mercury -containing switches, regulations and orders of the California Department of Toxic Substances Control, the California Air Resources Board, the California Integrated Waste Management Board, or their respective successor agencies, and all other applicable laws of the United States, the State of California, the County of Los Angeles, ordinances of the City, the requirements of Local Enforcement Agencies and all other agencies with jurisdiction. Section 6. Types and Frequency of Service A. Public Health and Safety - General. In order to protect the public health and safety, arrangements made by Consolidated Disposal Service with its service recipients within the City of Santa Clarita for the collection of Temporary Bin and Roll -Off Solid Waste shall provide for the collection of such waste generated or accumulated in Premises within the City at least once every 30 days. 1.1 PS -05-06-09 Temporary Bin and Roll -Off Box Solid Waste Agreement Between the City of Santa Clarita and Consolidated Disposal Service B. Temporary Bin and Roll -Off Solid Waste Services. 1. Consolidated Disposal Service shall collect and remove all Temporary Bin and Roll -Off Solid Waste placed in Solid Waste Bins from all Premises within the City as often as necessary to prevent overflows and spillage from Bins. 2. Consolidated Disposal Service agrees to provide Bins to service recipients upon commencement of service. 3. Under no circumstances shall Consolidated Disposal Service be required to pick up the following: a) Solid Waste not placed in a Temporary Bin or Roll -Off box; b) Oil drums, grease drums and similar metal containers and containers with sharp, rough, or jagged edges; c) Large, heavy items not broken down, including without limitation, water heaters, couches, refrigerators, stoves and large pieces of furni- ture; d) Hot ashes; e) Hazardous Waste; f) Any other material or matter which is not Temporary Bin and Roll - Off Solid Waste as defined in this Agreement. C. Recycling Services. 1. Recyclable Solid Waste Collection. Consolidated Disposal Service shall col- lect, remove and recycle all Recyclable Solid Waste placed in Temporary Bins and Roll -Off Boxes. Consolidated Disposal Service agrees to process Recyclable Solid Waste through a Materials Recovery Facility or other facil- ity capable of diverting C&D Materials in order to maximize the diversion of Temporary Bin and Roll -Off Solid Waste from landfilling. "Inert wastes" as defined in Public Resources Code § 41821.3(a)(1) (rock, concrete, brick, sand, soil, ceramics and cured asphalt), shall be removed from the waste stream and not sent to disposal facilities. 10 PS -05-06-09 Temporary Bin and Roll -Off Box Solid Waste Agreement Between the City of Santa Clarita and Consolidated Disposal Service 1.5. Green Waste Collection. Consolidated Disposal Service shall collect, re- move and recycle all Green Waste placed in Temporary Bins and Roll -Off Boxes. Consolidated Disposal Service shall use its best efforts to obtain maximum diversion credit, if available, for Green Waste. 2. Purchase of Recyclable Materials. Consolidated Disposal Service may offer services for the purchase of Recyclable Materials from its Temporary Bin and Roll -Off Solid Waste service recipients, but will not have any exclusive rights to so. 3. Scavenging - Discouragement. Consolidated Disposal Service will take whatever, if any, legal actions (e.g., actions seeking to enjoin scavengers) which may be appropriate and effective to discourage scavenging of Recy- clable Solid Waste from the Temporary Bin and Roll -Off Solid Waste Stream. D. Hours of Collection. Consolidated Disposal Service agrees that, in order to protect the peace and quiet of residents of the City of Santa Clarita, Consolidated Disposal Service's collection of Temporary Bin and Roll -Off Solid Waste which is audible in residential areas shall not be made between the hours of 5 p.m. and 6 a.m. E. Collection on Holidays. Consolidated Disposal Service has informed City that no collections will occur on a day on which a legal holiday is observed by the landfill, transforma- tion, transfer station, materials recovery facility, or Compostable Materials Handling Facility destination of Temporary Bin and Roll -Off Solid Waste to be collected by Consolidated Dis- posal Service (presently New Year's Day, Memorial Day, Fourth of July, Labor Day, Thanks- giving Day and Christmas Day). F. Customer and Public Education Programs. Consolidated Disposal Service will develop and implement a Customer Education Plan for its Temporary Bin and Roll -Off Solid Waste customers. The Costumer Education Plan shall include information on recycling and the safe disposal of Hazardous Wastes and Universal Wastes. G. Change in Size or Number of Bins. By written or telephonic request Service Re- cipients may request to exchange Roll -Off or Compactor Bins for larger or smaller Bins, and change the frequency of collection. Consolidated Disposal Service shall exchange Bins without charge. Section 7. Collection Equipment 11 PS -05-06-09 Temporary Bin and Roll -Off Box Solid Waste Agreement Between the City of Santa Clarita and Consolidated Disposal Service A. General. Consolidated Disposal Service warrants that it shall provide adequate numbers of vehicles and equipment, as described in its proposal, for the collection, transporta- tion, recycling and disposal services for which it is responsible under this Agreement. B. Noise. To protect peace and quiet in Commercial areas, the noise level generated by compaction vehicles using compaction mechanisms during the stationary compaction process shall not exceed a single -event noise level of seventy-five (75) decibels (dBA) at a distance of twenty-five (25) feet from the collection vehicle measured at an elevation of five (5) feet above ground level. Consolidated Disposal Service shall submit to City a certificate of vehicle noise level testing by an independent testing entity of any collection vehicles used by Consolidated Disposal Service in the City of Santa Clarita which has been the subject of more than one noise complaint within any twelve-month period. C. Compliance. Consolidated Disposal Service warrants that it will comply with all measures and procedures promulgated by all agencies with jurisdiction over the safe and sani- tary operation of all its equipment. D. Private Streets, Alleys and Parking Lots. Consolidated Disposal Service agrees to use its best efforts to prevent damage to private streets, alleys and parking lots over which its collection equipment may be operated, and to obtain all required approvals for operation of its collection vehicles on private streets, alleys and parking lots. E. Graffiti. Consolidated Disposal Service agrees to maintain all its equipment, includ- ing Bins and Roll -Off Boxes, used in the City free of graffiti or "tagging" and to remove or paint over tagging or graffiti from any of its Bins or other collection equipment within 24 hours (Sundays and Holidays excepted) of notification by the City or a service recipient. See also § 22.E. F. "Hazardous Waste Disposal Prohibited" Markings. Consolidated Disposal Ser- vice agrees to post each Bin and Roll -Off Box placed in the City with conspicuous signs warn- ing that the disposal of Hazardous Waste in Bins is prohibited. See also § 22.E. G. Bin Markings. Each Bin placed in the City by Consolidated Disposal Service will be marked with Consolidated Disposal Service's name, telephone number and a unique Bin number, by bar code or other means. For each Bin placed in the City by Consolidated Disposal Service, Consolidated Disposal Service shall provide the Bin number to the service recipient and to the City. The City's copy of the list of Bin numbers shall include the name and address of the service recipient authorized to use each Bin. See also § 22.E. H. Bins: Lids, Replacement; Removal. Consolidated Disposal Service shall ensure that all its Temporary Bins in the City of Santa Clarita are equipped with operable lids, and, 12 PS -05-06-09 Temporary Bin and Roll -Off Box Solid Waste Agreement Between the City of Santa Clarita and Consolidated Disposal Service upon customer request, locks or hasps permitting the use of locks. Upon the request of the ser- vice recipient or City, Consolidated Disposal Service shall replace or repair damaged, broken or unsightly Bins. Consolidated Disposal Service shall remove Temporary Bins and Roll -Off Boxes from premises at which service has been discontinued within five collection days after receipt of notification that service has been discontinued. Section 8. Privacy A. General. Consolidated Disposal Service shall observe and protect the rights of pri- vacy of service recipients. Information identifying individual service recipients, or the compo- sition or contents of a service recipient's Temporary Bin and Roll -Off Solid Waste shall not be revealed to any person, governmental unit, private agency or company, unless upon the author- ity of a court of law, by statute, or upon valid authorization of the service recipient. This provi- sion shall not be construed to preclude Consolidated Disposal Service from preparing, partici- pating in, or assisting in the preparation of .waste characterization studies or waste stream analyses which may be required by the Act, or preparing and distributing public awareness ma- terials to service recipients. B. Mailing Lists. Consolidated Disposal Service shall not market or distribute mailing lists with the names and addresses of service recipients. C. Privacy Rights Cumulative. The rights accorded service recipients pursuant to this Section shall be in addition to any other privacy rights accorded service recipients pursuant to federal or state law. Section 9. Service Exceptions; Hazardous and Universal Waste Notifications A. Failure or Refusal to Collect. When Temporary Bin and Roll -Off Solid Waste is not collected from any Temporary Bin or Roll -Off Solid Waste Service Recipient, Consoli- dated Disposal Service shall notify that Service Recipient in writing, at the time collection is not made, by use of a tag or otherwise, why the collection was not made. B. Hazardous and Universal Waste Inspection, Diversion and Reporting. Consoli- dated Disposal Service reserves the right and has the duty under law, to inspect Temporary Bin and Roll -Off Solid Waste put out for collection and to reject Temporary Bin and Roll -Off Solid Waste observed to be contaminated with Hazardous Waste. Should Consolidated Disposal Ser- vice find or observe reportable quantities of Hazardous Waste put out for collection with Tem- porary Bin and Roll -Off Solid Waste, Consolidated Disposal Service shall notify all agencies with jurisdiction, including the California Department of Toxic Substances Control and Local Emergency Response Providers and, if appropriate, the National Response Center, of reportable 13 PS -05-06-09 Temporary Bin and Roll -Off Box Solid Waste Agreement Between the City of Santa Clarita and Consolidated Disposal Service quantities of Hazardous Waste, found or observed in Temporary Bin or Roll -Off Solid Waste observed or collected anywhere within the City. Consolidated Disposal Service shall handle Universal Waste Electronic Devices (UWEDs) and cathode ray tubes (CRTs) and other Univer- sal Wastes, including, but not limited to non -empty aerosol cans, fluorescent tubes, high inten- sity discharge lamps, sodium vapor lamps, and any other lamp exhibiting a characteristic of a hazardous waste, batteries (rechargeable nickel -cadmium batteries, silver button batteries, mer- cury batteries, small sealed lead acid batteries [burglar alarm and emergency light batteries] alkaline batteries, carbon -zinc batteries and any other batteries which exhibit the characteristic of a hazardous waste), mercury thermometers, mercury -containing switches, and any other Universal Wastes improperly disposed of into the Residential Solid Waste stream in a manner consistent with the then -applicable regulations of the Department of Toxic Substances Control, or its successor agency. In addition to other required notifications, if Consolidated Disposal Service observes any substances which it or its employees reasonably believe or suspect to con- tain Hazardous Wastes unlawfully disposed of or released on City property, including storm drains, streets or other public rights of way, Consolidated Disposal Service shall notify the City Manager, or the City Manager's designee immediately. C. Hazardous and Universal Waste Diversion Records. Consolidated Disposal Ser- vice shall maintain records showing the types and quantities, if any, of Hazardous and Univer- sal Wastes found in Temporary Bin or Roll -Off Solid Waste and which was collected from ser- vice recipients within the City, but diverted from landfilling, and the diversion addresses. Section 10. Customer Service A. Office Hours. Consolidated Disposal Service has represented to City that Consoli- dated Disposal Service's arrangements for the collection of Temporary Bin and Roll -Off Solid Waste from premises in the City of Santa Clarita will include Consolidated Disposal Service's agreement to maintain an office accessible by telephone. The City understands, but does not require, that Consolidated Disposal Service's office hours are from 7 a.m. to 5:30 p.m. daily, except Saturdays, Sundays and holidays. Consolidated Disposal Service shall have the capabil- ity of responding to Service Recipients in English, Spanish, Telecommunications Device for the Deaf Service and other languages reasonably necessary for communication with service re- cipients. B. Service Complaints; Missed Collections. City and Consolidated Disposal Service agree that the protection of public health, safety and well-being require that service complaints be acted on promptly and that a record be maintained in order to permit City and Consolidated Disposal Service to identify potential public health and safety problems. Accordingly, Consoli- dated Disposal Service shall inform all Temporary Bin and Roll -Off Solid Waste Service re- cipients that all service recipients' complaints shall be directed to Consolidated Disposal Ser- vice. Consolidated Disposal Service shall record all complaints, including date, time, com- 14 PS -05-06-09 Temporary Bin and Roll -Off Box Solid Waste Agreement Between the City of Santa Clarita and Consolidated Disposal Service plainant's name and address (if the complainant is willing to give this information) and the na- ture and date and manner of resolution of complaint, in a computerized daily Service Com- plaint Log. Any such calls received via Consolidated Disposal Service's answering service shall be recorded in the log and responded to not later than the next collection day on that route. The Service Complaint Log shall be available for review by City representatives during Con- solidated Disposal Service's office hours and be available for transmission to City as an at- tachment to e-mail. Consolidated Disposal Service shall provide a copy of this Service Com- plaint Log to the City with the Quarterly Reports. In the case of a complaint of a missed collection, Consolidated Disposal Service shall make the collection on the day of the call if the call is received before one p.m. and on the next collection day if the complaint is received after one p.m. Section 11. Ownership of Solid Waste Ownership and the right to possession of Temporary Bin and Roll -Off Solid Waste placed for collection shall transfer directly from the service recipient to Consolidated Disposal Service, by operation of law and not by virtue of this Agreement. At no time does the City ob- tain any right of ownership or possession of Temporary Bin and Roll -Off Solid Waste or any Hazardous Waste illicitly placed for collection in a Bin, and nothing in this Agreement shall be construed as giving rise to any inference that City has any such rights. Section 12. Marketing and Diversion of Recyclable Solid Wastes Consolidated Disposal Service agrees to market all Recyclable Solid Wastes collected from Commercial recycling programs developed pursuant to this Agreement at their reasonable fair market value, if a fair market value has been established in the marketplace at the time of marketing. Consolidated Disposal Service agrees to divert all Temporary Bin and Roll -Off Solid Waste from disposal in landfills or transformation facilities, to the extent feasible, and to obtain maximum diversion credit. Section 13. Billing A. Billing and Payment. Consolidated Disposal Service shall bill all service recipi- ents. Bills to Temporary Bin and Roll -Off Solid Waste service recipients shall be itemized, showing charges for each classification of service, but shall not designate that portion of the bill attributable to the Franchise Fee as a separate item. Consolidated Disposal Service agrees to include all applicable fees imposed by action of the City Council, including, but not limited to fees for compliance with the Act in its bills submitted to service recipients. Billing may be 15 PS -05-06-09 Temporary Bin and Roll -Off Box Solid Waste Agreement Between the City of Santa Clarita and Consolidated Disposal Service monthly, bimonthly or quarterly, in advance, as Consolidated Disposal Service and service re- cipients may agree. B. Delinquent Accounts. Consolidated Disposal Service may discontinue service as set forth in this section. Service recipients who have not remitted required payments within 30 days after the date of billing shall be notified in writing (or by electronic mail if the service re- cipient agrees) by Consolidated Disposal Service. The notification shall contain a statement that services may be discontinued and Bins removed 15 days from the date of notice if payment is not made before that time. Upon receipt of the delinquent payment, Consolidated Disposal Service shall resume collection on the next regularly scheduled collection day. C. Refunds. Consolidated Disposal Service shall refund to each service recipient, on a pro rata basis, any advance service payments made by such service recipient for service not yet provided when service is discontinued by the service recipient. D. Franchise Fee. Each month during which Consolidated Disposal Service provides collection services pursuant to this Agreement, Consolidated Disposal Service shall pay to City a Franchise Fee. The Franchise Fee shall be five percent of Gross Revenues, collected during each month of the term of this Agreement during which collection services were provided. This Franchise Fee shall be paid by noon on or before the 15th calendar day after the end of each calendar month during which collection services were provided pursuant to this Agreement. Accompanying each monthly payment shall be an accounting of the Gross Revenues for the corresponding month. Failure of Consolidated Disposal Service to make any payment within the appropriate time period shall result in interest accruing thereon at the maximum rate permit- ted under California law, in addition to all other remedies of City pursuant to this Agreement. Section 14. Consolidated Disposal Service's Books and Records; Audits A. In addition to the requirements of Sections 9.C, above, and 16.H and 17.H, below, Consolidated Disposal Service shall maintain all records relating to the services provided here- under, including, but not limited to, all costs included in the Collection and Disposal Compo- nents, customer lists, billing records, maps, records substantiating the information furnished by Consolidated Disposal Service to City pursuant to Section 16 of this Agreement and service recipient complaints for the period during which collection services are to be provided pursuant to this Agreement and an additional period of not less than three (3) years, or any longer period required by law. The City shall have the right, upon five (5) business days advance notice, to inspect, copy and audit all records relating to this Agreement, including, but not limited to, ser- vice recipient lists, billing records, maps, and customer complaints. Such records shall be made available to City at Consolidated Disposal Service's regular place of business, or other place agreed to by City and Consolidated Disposal Service, within the County of Los Angeles. 16 PS -05-06-09 Temporary Bin and Roll -Off Box Solid Waste Agreement Between the City of Santa Clarita and Consolidated Disposal Service B. Should any examination or audit of Consolidated Disposal Service's records reveal an underpayment of any fee required to be paid to City under this Agreement, the amount of such underpayment, plus interest at the maximum rate permitted under California law, shall become due and payable to City not later than thirty days after written notice of such under- payment is provided to Consolidated Disposal Service by City. Should an underpayment of more than one percent (1%) be discovered, Consolidated Disposal Service shall bear the entire cost of the examination or audit. Section 15. Integrated Waste Management Act; Reporting Requirements A. Consolidated Disposal Service -City Cooperation. Consolidated Disposal Service shall cooperate with City in Temporary Bin and Roll -Off Solid Waste Disposal Characteriza- tion Studies and waste stream audits and shall implement measures adequate to achieve the di- version goals set forth in its proposal. (See also Sections 17.E, 20.E.7 and 22.C, below.) During the period during which collection services are to be provided pursuant to this Agreement, Consolidated Disposal Service, at no expense to City, shall submit to City all relevant informa- tion and reports required to meet the reporting obligations imposed by the CIWMB under the Act, as amended. Consolidated Disposal Service agrees to submit such reports and information by email or on computer discs, in a format acceptable to City at no additional charge, if re- quested by City. B. Change in AB 939. This Agreement is part of City's efforts to comply with the provisions of the Act as it may be amended and as implemented by the regulations of the Cali- fornia Integrated Waste Management Board, or its successor agency, as they may be amended, and the City's Source Reduction and Recycling Component, as it may be amended. In the event that the Act or other state or federal laws or regulations enacted or amended after this Agree- ment has been executed, prevent or preclude compliance with one or more provisions of this Agreement, or significantly increase or decrease Consolidated Disposal Service costs, such provisions of this Agreement shall be modified or suspended as may be necessary to comply with such state or federal laws or regulations. Section 16. Activities and Financial Reports; Adverse Information Quarterly Reports. Consolidated Disposal Service, at no additional expense, shall submit to the City such information or reports in such forms and at such times as the City rea- sonably may request or require, including, but not limited to the following, submitted not less often than as indicated: 1. Quarterly Reports. Quarterly Reports shall be submitted to City, transmitted in a format acceptable to City, as an attachment to e-mail or by disc, at City's option. Quarterly Reports shall include the following: 17 PS -05-06-09 Temporary Bin and Roll -Off Box Solid Waste Agreement Between the City of Santa Clarita and Consolidated Disposal Service a) Solid Waste Tonnage and Complaints. (1) The quarterly report shall show the number of tons collected each month and the tonnage delivered to disposal facilities, itemized by disposal facility. A copy of the customer com- plaint log shall be submitted with the quarterly report not later than fifteen days after the close of the calendar quarter. b) Recyclable Solid Waste: (1) A statement showing, by type of material, tons received dur- ing the month and tons marketed during each month. (2) A report providing recycling information and the number of service recipients participating. (3) A narrative description of problems encountered and actions taken, including efforts to deter and prevent Scavenging. This is to include a description of tons rejected for sale after proc- essing (type of material, tonnage), reason for rejection and Consolidated Disposal Service's disposal method for the re- jected materials. (4) A report of recycling program promotional activities, includ- ing materials distributed by Consolidated Disposal Service to its service recipients. c) Inert Wastes Diversion Reports. A report of "inert wastes" (rock, concrete, brick, sand, soil, ceram- ics and cured asphalt) removed from the waste stream and not dis- posed of in a solid waste landfill, but instead, placed on property where surface mining operations are being or have been conducted, and which may be deducted from the amount of solid waste re- quired to be reported by the City to the CIWMB. See Public Re- sources Code § 41821.3.(b). 18 PS -05-06-09 Temporary Bin and Roll -Off Box Solid Waste Agreement Between the City of Santa Clarita and Consolidated Disposal Service d) Hazardous and Universal Waste Diversion Reports: A copy or summary of the records required by Section 9.C, above. e) Certification: Consolidated Disposal Service will provide a certification statement, under penalty of perjury, by the responsible cor- porate official, that the report is true and correct. B. Annual Report. By January 31st, beginning in 2007 and each year thereafter that collection services are provided pursuant to this Agreement, Consolidated Disposal Service shall submit to City a written year-end Annual Report in a form approved by the City. The An- nual Report shall include the following information for the year ending on the preceding De- cember 31 st: 1. General Information. General information about Consolidated Disposal Ser- vice, including a list of Consolidated Disposal Service's officers and mem- bers of its board of directors. A copy of Consolidated Disposal Service's most recent annual and other periodic public financial reports and those of each of its subsidiaries and affiliated corporations and other entities if any, performing services under this Agreement, as the City, following consulta- tion with Consolidated Disposal Service, may request. 2. Prior Year's Activities. A cumulative summary of the Quarterly Reports and information and statistics with respect to City's compliance with AB 939. 3. Recommendations. Changes in integrated waste management, including pro- jections and proposed implementation dates and costs, recommended by Consolidated Disposal Service and recommended amendments to the City's Source Reduction and Recycling Component or this Agreement, based on developments in applicable law or technology. Consolidated Disposal Ser- vice's recommendations with respect to compliance with AB 939 shall state the specific requirement of AB 939 that the implementation of the recom- mendation is intended to satisfy. C. Reporting Additional Matters. Consolidated Disposal Service shall provide City two copies (one to the City Manager, one to the City Attorney) of all correspondence, reports, pleadings, applications, notifications, Notices of Violation, communications or other material relating specifically to Consolidated Disposal Service's performance of services pursuant to this Agreement, submitted by Consolidated Disposal Service to, or received by Consolidated 19 PS -05-06-09 Temporary Bin and Roll -Off Box Solid Waste Agreement Between the City of Santa Clarita and Consolidated Disposal Service Disposal Service from, the United States or California Environmental Protection Agency, the California Integrated Waste Management Board, or its successor agency, the California Air Re- sources Board, the South Coast Air Quality Management District, any California Regional Wa- ter Quality Control Board, the California Department of Toxic Substances Control, or its suc- cessor, the Fair Political Practices Commission, the cognizant Local Enforcement Agency, or its successor, the Securities and Exchange Commission or any other federal, state or county agency, including any federal or state court. Copies shall be submitted to City simultaneously with Consolidated Disposal Service's filing or submission of such matters with said agencies. Consolidated Disposal Service's routine correspondence to said agencies need not be routinely submitted to City, but shall be made available to City upon written request. D. Submission of Reports. Reports shall be submitted to: City Manager City of Santa Clarita 23920 Valencia Blvd., Suite 300 Santa Clarita, California 91355 E. Failure to Report. The refusal or failure of Consolidated Disposal Service to file any required reports, or to provide required information to City, or the inclusion of any materi- ally false or misleading statement or representation by Consolidated Disposal Service in such report shall be deemed a material breach of the Agreement and shall subject Consolidated Dis- posal Service to all remedies which are available to the City under the Agreement; provided, that the City must follow the dispute resolution provisions of this Agreement before declaring any material breach. F. Costs. All reports and records required under this Agreement shall be furnished at the sole expense of Consolidated Disposal Service. G. City's Right to Request Information. The City believes and Consolidated Dis- posal Service agrees that cooperation between City and Consolidated Disposal Service is criti- cal to the success of this program. City reserves the right to request, and Consolidated Disposal Service agrees to provide, additional information reasonably and directly pertaining to this Agreement on an "as -needed" basis. H. CERCLA Defense Records. City views the ability to defend against CERCLA and related litigation as a matter of great importance. For this reason, the City regards the ability to prove where solid waste attributed to sources within the City was taken, as well as where it was not taken, to be matters of concern. Consolidated Disposal Service shall maintain data retention and preservation systems, which can establish where solid waste collected in the City pursuant to this Agreement was landfilled (and therefore establish where it was not landfilled) and a copy or summary of the reports required by Section 9.C, above, for fifty years after the term ce PS -05-06-09 Temporary Bin and Roll -Off Box Solid Waste Agreement Between the City of Santa Clarita and Consolidated Disposal Service during which collection services are to be provided pursuant to this Agreement and to notify City's Risk Manager and City Attorney before destroying such records. This provision shall survive the expiration of the period during which collection services are to be provided under this Agreement. Section 17. Indemnification and Insurance A. Indemnification. Consolidated Disposal Service, upon demand of the City, made by and through the City Attorney, shall protect City and appear in and defend the City and its elected officials, officers, employees and agents, in any claims or actions by third parties, whether judicial, administrative or otherwise, including, but not limited to disputes and litiga- tion over the definitions of "solid waste" or "Recyclable Material" or the limits of City's au- thority with respect to the grant of Licenses, or agreements, exclusive or otherwise, asserting rights under the dormant Commerce Clause or any other federal or state law, including, but not limited to the anti-trust laws, and continuation rights, with respect to the provision of Solid Waste services in the City pursuant to this Agreement. This provision shall survive the expira- tion of the period during which collection services are to be provided under this Agreement. City and Consolidated Disposal Service agree to confer following any trial to decide jointly whether to appeal or to oppose any appeal. In the event City and Consolidated Disposal Service agree to appeal, or to oppose any appeal, City and Consolidated Disposal Service agree to share equally the costs of appeals. Should either City or Consolidated Disposal Service decide to ap- peal, or to oppose an appeal, and the other decide not to appeal, or to oppose an appeal, the party which decides to appeal, or to oppose an appeal, shall bear all fees and costs of the appeal or the opposition to the appeal. B. Environmental Indemnification and Compliance. Consolidated Disposal Service shall indemnify, defend, protect and hold harmless City, its elected officials, officers, employ- ees, volunteers, agents, assigns and any successor or successors to City's interest from and against all claims, actual damages (including but not limited to special and consequential dam- ages), natural resources damages, punitive damages, injuries, costs, response, remediation and removal costs, losses, demands, debts, liens, liabilities, causes of action, suits, legal or adminis- trative proceedings, interest, fines, charges, penalties and expenses (including but not limited to attorneys' and expert witness fees and costs incurred in connection with defending against any of the foregoing or in enforcing this indemnity) of any kind whatsoever paid, incurred or suf- fered by, or asserted against, City or its elected officials, officers, employees, volunteers or agents arising from or attributable to any repair, cleanup or detoxification, or preparation and implementation of any removal, remedial, response, closure or other plan (regardless of whether undertaken due to governmental action) concerning any Hazardous Waste in any Solid Waste collected by Consolidated Disposal Service pursuant to this Agreement, which is or has been transported, transferred, processed, stored, disposed of or which has otherwise come to be located by Consolidated Disposal Service, or its activities pursuant to this Agreement result in a release of a Hazardous Waste into the environment. 21 PS -05-06-09 Temporary Bin and Roll -Off Box Solid Waste Agreement Between the City of Santa Clarita and Consolidated Disposal Service Consolidated Disposal Service further agrees to indemnify, defend, protect and hold harmless City, its elected officials, officers, employees, volunteers, agents, assigns and any successor or successors to City's interest from and against all losses, liabilities, claims, actual damages (including but not limited to special and consequential damages), demands, debts, liens, causes of action, suits, legal or administrative proceedings, interest, fines, charges, penal- ties and expenses (including but not limited to attorneys' and expert witness fees and costs in- curred in connection with defending against any of the foregoing or in enforcing this indem- nity) of any kind whatsoever paid, incurred or suffered by, or asserted against, City or its elected officials, officers, employees, volunteers or agents arising from or attributable to any failure by Consolidated Disposal Service to fully comply with all applicable laws and regula- tions with respect to the operation of its collection vehicles, including, but not limited to appli- cable rules governing clean -burning and alternative fuel vehicles. C. Effect of Environmental Indemnification. This indemnity is intended to operate as an agreement pursuant to § 107(e) of the Comprehensive Environmental Response, Com- pensation and Liability Act, "CERCLA," 42 U.S.C. § 9607(e), and California Health and Safety Code § 25364, to defend, protect, hold harmless and indemnify City from all forms of liability under CERCLA, RCRA, other statutes or common law for any and all matters ad- dressed in Section 17.13. This provision shall survive the expiration of the period during which collection services are to be provided under this Temporary Bin and Roll -Off Agreement. A Compliance with Laws. Consolidated Disposal Service warrants that it will comply with all applicable laws and implementing regulations, as they may be amended, specifically including, but not limited to RCRA, CERCLA, AB 939, the California Electronic Waste Recy- cling Act of 2003, as amended (SB20, Sher, Chapter 526, Statutes of 2003; SB 50, Sher, Chap- ter 863, Statutes of 2004) and all other applicable laws and regulations of the U.S. Environ- mental Protection Agency, the State of California, the County of Los Angeles, the California Air Resources Board, the South Coast Air Quality Management District, the California Inte- grated Waste Management Board, the California Department of Toxic Substances Control, or- dinances of the City and the requirements of Local Enforcement Agencies and all other agen- cies with jurisdiction. E. Diversion Performance Levels; Indemnification. Consolidated Disposal Service agrees to meet the diversion levels set forth in its proposal for the waste stream covered by this Agreement. Consolidated Disposal Service agrees that failure to achieve that diversion level or other applicable diversion requirements of the California Integrated Waste Management Board, ("CIWMB"), or its successor agency, shall be a material breach of this Agreement. In the event of a determination by the CIWMB or City that City has failed or will fail to meets its diversion goal performance level, Consolidated Disposal Service shall have an opportunity to cure the material breach. See also §§ 15.A, above, and 20.E.7 and 22.C, below. 22 PS -05-06-09 Temporary Bin and Roll -Off Box Solid Waste Agreement Between the City of Santa Clarita and Consolidated Disposal Service F. Workers' Compensation Insurance. Consolidated Disposal Service shall obtain and maintain in full force and effect throughout the entire term of this Agreement full workers' compensation insurance in accord with the provisions and requirements of the Labor Code of the State of California. Copies of policies and endorsements that implement the required cover- age shall be filed and maintained with the City Clerk throughout the term of this Agreement. The policy providing coverage shall be amended to provide that the insurance shall not be sus- pended, voided, canceled, reduced in coverage or in limits except after thirty days' prior written notice by certified mail, return receipt requested, has been given to City. The policy shall also be amended to waive all rights of subrogation against the City, its elected or appointed offi- cials, employees, or agents for losses which arise from work performed by the named insured for the City. G. Liability and Vehicle Insurance. Consolidated Disposal Service shall obtain and maintain in full force and effect throughout the entire term of this Agreement a Broad Form Comprehensive General Liability (occurrence) policy (form CG 0001) and a Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, Code 1 (any auto) pol- icy with minimum limits of TWO MILLION DOLLARS ($2,000,000.00) aggregate and ONE MILLION DOLLARS ($1,000,000.00) per occurrence, per year. Said insurance shall protect Consolidated Disposal Service and City from any claims for damages for bodily injury, includ- ing accidental death, as well as from any claims for property damage which may arise from this Agreement. Copies of the policies and endorsements evidencing the above required insurance coverage shall be filed with the City Clerk. The following language is required to be made a part of all of the insurance policies required by this Section: "The City of Santa Clarita, its employees, agents, franchisees and officers, are hereby added as insureds as respects to liability arising out of activities performed by or on behalf of Consolidated Disposal Service "This policy shall be consid- ered primary insurance as respects any other valid and collectible insurance the City may possess including any self-insured retention the City may have and any other insurance the City does possess shall be considered excess insurance and shall not contribute with it." "This policy shall act for each insured, as though a separate policy had been writ- ten for each. This, however, will not act to increase the limit of liability of the in- suring company." "Thirty days' prior written notice by certified mail, return receipt requested, shall be given to the City in the event of suspension, cancellation, reduction in cover- age or in limits or non -renewal of this policy for whatever reason. Such notice shall be sent to the City Manager, City Attorney and City Clerk." 23 PS -05-06-09 Temporary Bin and Roll -Off Box Solid Waste Agreement Between the City of Santa Clarita and Consolidated Disposal Service The insurance required by this Agreement shall be with insurers which are Best A: VII -rated and which are California -admitted. The limits of such insurance coverage, and companies, shall be subject to review and approval by the City's Risk Manager every year and may be increased at that time and match the coverage provided by the City's own liability insurance policy. The City shall be included as a named insured on each of the policies. The insurance required by this Agreement is in addition to and not in lieu or limitation of the indemnification provisions in Section 17.A, 17.B and 17.C, above. H. Evidence of Insurance Coverage; Insurance Repository. Contemporaneously with the execution of this Agreement, Consolidated Disposal Service shall file copies of the policies or executed endorsements evidencing the above required insurance coverage with the City Clerk. In addition, City shall have the right of inspection of all insurance policies required by this Agreement. Consolidated Disposal Service also agrees to establish an insurance policy repository and to maintain copies of insurance policies required pursuant to this Agreement for one hun- dred years (100 years) after the end of the term during which collection services were provided pursuant to this Agreement. Consolidated Disposal Service shall notify City's Risk Manager and City Attorney before destroying copies of such policies. This provision shall survive the expiration of the period during which collection services are to be provided under this Agree- ment. I. Self -Insurance. To the extent provided by law, all or any part of any required insur- ance may be provided under a plan of self-insurance approved by the State of California. J. Reduction of CERCLA and Other Liability. City and Consolidated Disposal Ser- vice agree to meet annually in the fourth calendar quarter of each year to discuss ways to re- duce potential CERCLA and other liabilities to third parties. Section 18. Cash Bonds. Concurrent with the execution of this Agreement, Consolidated Disposal Service shall deposit with City a cash deposit or an irrevocable letter of credit or other such document (the "Cash Bond"), from an institution satisfactory to City, in a form satisfactory to City's Risk Manager and City Attorney, evidencing an irrevocable commitment to City, in the amount of TWENTY THOUSAND DOLLARS ($20,000.00), guaranteeing Consolidated Disposal Ser- vice's faithful performance of the terms of this Agreement. Such Cash Bond shall be main- tained in effect throughout the period during which collection services are to be provided pur- suant to this Agreement. 24 PS -05-06-09 Temporary Bin and Roll -Off Box Solid Waste Agreement Between the City of Santa Clarita and Consolidated Disposal Service A. Upon Consolidated Disposal Service's failure to pay the City an amount owing un- der this Agreement, the Cash Bond may be assessed by the City, for purposes including, but not limited to: 1. Failure of Consolidated Disposal Service to pay the City sums due under the terms of the Agreement; 2. Reimbursement of costs borne by the City to correct Agreement violations not corrected by Consolidated Disposal Service, after due notice; 3. Monetary remedies or damages assessed against Consolidated Disposal Ser- vice due to breach of this Agreement; or 4. To satisfy an order of the referee B. Consolidated Disposal Service shall deposit a sum of money or a replacement in- strument sufficient to restore the Cash Bond to the original amount within thirty days after no- tice from the City that any amount has been withdrawn from the Cash Bond. C. All of City's costs of collection and enforcement of the provisions relating to the Cash Bond called for by this Section, including City's attorneys' fees and costs, shall be paid by Consolidated Disposal Service Section 19. Emergency Service A. Should Consolidated Disposal Service, for any reason whatsoever, except the occur- rence or existence of any of the events or conditions set forth in Section 24.A, "Force Ma- jeure," below, refuse or be unable for a period of more than forty-eight (48) hours, to collect a material portion or all of the Temporary Bin and/or Roll -Off Solid Waste, or both, which it is obligated under this Agreement to collect, and as a result, Temporary Bin and Roll -Off Solid Waste should accumulate in City to such an extent, in such a manner, or for such a time that the City Manager, in the exercise of the City Manager's sole discretion, should find that such ac- cumulation endangers or menaces the public health, safety or welfare, then City shall have the right to contract with another solid waste enterprise to collect and transport any or all Tempo- rary Bin and Roll -Off Solid Waste which Consolidated Disposal Service is obligated to collect and transport pursuant to this Agreement. City shall provide twenty-four (24) hours prior writ- ten notice to Consolidated Disposal Service during the period of such emergency, before con- tracting with another solid waste enterprise to collect and transport any or all Temporary Bin and Roll -Off Solid Waste which Consolidated Disposal Service would otherwise collect and transport pursuant to this Agreement, for the duration of period during which Consolidated Disposal Service is unable to provide such services. In such event Consolidated Disposal Ser - 25 PS -05-06-09 Temporary Bin and Roll -Off Box Solid Waste Agreement Between the City of Santa Clarita and Consolidated Disposal Service vice shall identify sources from which such substitute solid waste services are immediately available, and shall reimburse City for all of its expenses for such substitute services during pe- riod in which Consolidated Disposal Service is unable to provide collection and transportation services required by this Agreement. See also § 24.A, below. B. Consolidated Disposal Service shall assist City in the event of terrorist attack or ma- jor disaster, such as an earthquake, storm, riot or civil disturbance, by providing collection ve- hicles and drivers normally assigned to the City, at Consolidated Disposal Service's actual costs. Disputes with respect to Consolidated Disposal Service's emergency services or the costs of those services shall be resolved according to the dispute resolution provisions of Sections 20 and 21 of this Agreement. Consolidated Disposal Service shall cooperate with City, county, state and federal officials in filing information related to a regional, state or federally -declared state of emergency or disaster or terrorist attack as to which Consolidated Disposal Service has provided equipment and drivers pursuant to this Temporary Bin and Roll -Off Agreement. Section 20. Administrative Remedies; Imposition of Damages; Termination A. Notice; Response; Resolution; Appeal. 1. Notice of Deficiencies; Response. If City's Environmental Services Division Manager, or the Manager's designee (collectively, the "Manager") deter- mines that Consolidated Disposal Service's performance pursuant to this Agreement may not be in conformity with the provisions of this Agreement, the California Integrated Waste Management Act (including, but not limited to, requirements for diversion, source reduction and recycling as to the waste stream subject to this Agreement) or any other applicable federal, state or lo- cal law or regulation, including but not limited to, the laws governing trans- fer, storage or disposal of solid and Hazardous Waste, the Manager may ad- vise Consolidated Disposal Service in writing of such suspected deficiencies, specifying the deficiency in reasonable detail. The Manager, in any written Notification of Deficiencies, shall set a reasonable time within which Con- solidated Disposal Service is to respond. Unless the circumstances necessi- tate correction and response within a shorter period of time, Consolidated Disposal Service shall correct any deficiencies it agrees have occurred and in any event shall respond to the written Notification of Deficiencies within thirty days from the receipt by Consolidated Disposal Service of such writ- ten notice. Consolidated Disposal Service may request additional time to correct deficiencies. City shall approve reasonable requests for additional time. 26 PS -05-06-09 Temporary Bin and Roll -Off Box Solid Waste Agreement Between the City of Santa Clarita and Consolidated Disposal Service 2. Review by Manager; Notice of Appeal. a) The Manager shall review any written response from Consolidated Disposal Service and decide the matter. If the Manager's decision is adverse to Consolidated Disposal Service, the Manager may order remedial actions to cure any deficiencies, assess the Cash Bond or invoke any other remedy in accordance with this Agreement and, in the event the Manager determines that there has been a material breach and that termination is the appropriate remedy, terminate the Agreement. The Manager shall promptly inform Consolidated Dis- posal Service of the Manager's decision. In the event the decision is adverse to Consolidated Disposal Service, the Manager shall inform Consolidated Disposal Service, in writing, of the specific facts found and evidence relied on, and the legal basis in provisions of the Agreement or other laws for the Manager's decision and any reme- dial action taken or ordered. An adverse decision by the Manager shall be final and conclusive unless Consolidated Disposal Service files a "Notice of Appeal" with the City Clerk (with copies to the City Manager and City Attorney) within 30 days of receipt of the no- tification of the adverse decision by the Manager. b) In any "Notice of Appeal" Consolidated Disposal Service shall state its factual contentions and include all relevant affidavits, documents, photographs and videotapes which Consolidated Disposal Service desires to have considered by City. In addition, Consolidated Dis- posal Service shall include all of its legal contentions, citing provi- sions of the Agreement or other laws to support its contentions. 3. Review by City Manager;Appeal. a) Within thirty days of receipt by the City Clerk of a Notice of Appeal, the City Manager shall decide the matter. If the City Manager's deci- sion is adverse to Consolidated Disposal Service, the City Manager may order remedial actions to cure any deficiencies, assess the Cash Bond or invoke any other remedy in accordance with this Agreement and, in the event the City Manager determines that there has been a material breach and that termination is the appropriate remedy, ter- minate the Agreement. In addition to the foregoing actions, the City Manager may refer the matter to the City Council for proceedings in accordance with Section 20.B and 20.C, below, or refer the matter di- rectly to a referee for proceedings in accordance with Section 21, be - 27 PS -05-06-09 Temporary Bin and Roll -Off Box Solid Waste Agreement Between the City of Santa Clarita and Consolidated Disposal Service low. The City Manager shall promptly inform Consolidated Disposal Service of the City Manager's decision. In the event the City Man- ager's decision is adverse to Consolidated Disposal Service, the City Manager shall inform Consolidated Disposal Service, in writing, of the specific facts found and evidence relied on, and the legal basis in provisions of the Agreement or other laws for the City Manager's decision and any remedial action taken or ordered. b) An adverse decision by the City Manager shall be final and conclu- sive unless Consolidated Disposal Service files a "Notice of Appeal to the City Council" with the City Clerk (and serves a copy, by mail, on the City Manager and the City Attorney) within 10 calendar days of receipt of the decision of the City Manager. A "Notice of Appeal to the City Council" shall state the factual basis, the evidence relied on and all legal contentions which Consolidated Disposal Service may choose to submit. No new evidence not previously submitted in accordance with Section 2O.A. Lb) may be submitted. B. City Council Hearing. If a matter is referred by the City Manager to the City Council, or an adverse decision of the City Manager is appealed to the City Council by Con- solidated Disposal Service, the City Council will set the matter for an administrative hearing and act on the matter, or refer the matter to a referee as provided in Section 21, below. If the City Council elects to hear the matter, the City Clerk shall give Consolidated Disposal Service fourteen (14) days written notice of the time and place of the administrative hearing. At the hearing, the City Council shall consider the administrative record, consisting of the following: 1. A Staff Report by the City Manager, summarizing the proceedings to date and outlining the City Council's options; 2. The Manager's written Notification of Deficiencies; 3. Consolidated Disposal Service's response to the Notification of Deficien- cies; 4. The Manager's written notification to Consolidated Disposal Service of ad- verse decision; 5. Consolidated Disposal Service's Notice of Appeal to the City Manager; 6. The City Manager's written notification to Consolidated Disposal Service of adverse decision; and 28 PS -05-06-09 Temporary Bin and Roll -Off Box Solid Waste Agreement Between the City of Santa Clarita and Consolidated Disposal Service 7. Consolidated Disposal Service's Notice of Appeal to the City Council. No new legal issues may be raised, nor may new evidence be submitted by Consolidated Dis- posal Service at this or at any further point in the proceedings, absent a showing of good cause. Consolidated Disposal Service's representatives and other interested persons shall have a rea- sonable opportunity to be heard. C. City Council Determination. Based on the administrative record, the Council shall determine by resolution whether the decision or order of the City Manager should be upheld. A tie vote of the City Council shall be regarded as upholding the decision of the City Manager. If, based upon the administrative record, the City Council determines that Consolidated Disposal Service is in breach of any term of this Agreement or any provision of any applicable federal, state or local statute or regulation, the City Council, in the exercise of its discretion, may order Consolidated Disposal Service to take remedial actions to cure the breach or impose any other remedy in accordance with this Agreement. The City Council may not terminate the Agreement unless it determines that Consolidated Disposal Service is in material breach of a material term of this Agreement or any material provision of any applicable federal, state or local statute or regulation. Consolidated Disposal Service's performance under the Agreement is not excused during the period of time prior to a final determination as to whether or not Consolidated Dis- posal Service's performance is in material breach of this Agreement, or the time set by City for Consolidated Disposal Service to discontinue a portion or all of its services pursuant to this Agreement. The decision or order of the City Council shall be final and conclusive unless Con- solidated Disposal Service files a "Notice of Appeal to Referee" with the City Clerk (and serves copies, by mail, on the City Manager and the City Attorney) within 10 business days of receipt of the decision or order of the City Council. With the exception of draws on the Cash Bond, the execution of City's remedies shall be stayed until Consolidated Disposal Service has exhausted its appeals under Sections 20 and 21 of this Agreement. D. Notice of Appeal to Referee. Except as otherwise provided in this Agreement, Consolidated Disposal Service may appeal any decision, order or action by the City Council or City Manager under this Section 20, as provided in Section 21, below, by filing a Notice of Appeal to Referee with the City Clerk within ten business days of receipt of the decision by the City Manager or City Council and following the procedures set forth in Section 21, below. A decision of the City Manager to refer a matter directly to a referee without first referring it to the City Council, may not be appealed. E. Reservation of Rights by City. City further reserves the right to terminate this Agreement in the event of any material breach of this Agreement, including, but not limited to any of the following: 29 PS -05-06-09 Temporary Bin and Roll -Off Box Solid Waste Agreement Between the City of Santa Clarita and Consolidated Disposal Service 1. If Consolidated Disposal Service practices, or attempts to practice, any fraud or deceit upon the City, or practiced any fraud or deceit or made any inten- tional misrepresentations in its proposal or the negotiations which preceded the execution of this Agreement; 2. If Consolidated Disposal Service becomes insolvent, unable or unwilling to pay its debts, or upon listing of an order for relief in favor of Consolidated Disposal Service in a bankruptcy proceeding; 3. If Consolidated Disposal Service fails to provide or maintain in full force, effect and amount, the workers compensation, liability and indemnification coverage and Cash Bonds required by this Agreement; 4. If Consolidated Disposal Service violates any orders or rulings of any regu- latory body having jurisdiction over Consolidated Disposal Service relative to this Agreement, in any material manner, provided that Consolidated Dis- posal Service may contest any such orders or rulings by appropriate proceed- ings conducted in good faith, in which case no breach of this Agreement shall be deemed to have occurred until a final decision adverse to Consoli- dated Disposal Service is entered; 5. If Consolidated Disposal Service ceases to provide collection service as re- quired under this Agreement over a substantial portion (more than 10% of any route) of the Commercial area of the City of Santa Clarita for a period of two (2) calendar days or more, for any reason within the control of Consoli- dated Disposal Service; 6. If Consolidated Disposal Service fails to make any payments required under this Agreement or refuses to provide City with required information, reports or test results as to a material matter in a timely manner as provided in this Agreement; 7. If Consolidated Disposal Service fails to achieve the diversion goals set forth in Consolidated Disposal Service's proposal. In the event that the California Integrated Waste Management Board, or its successor agency, or City de- termines that Consolidated Disposal Service has failed to meet the diversion goals set forth in its proposal, Consolidated Disposal Service shall have an opportunity to cure this material breach, within time allotted by the CIWMB, its successor agency, or City, as appropriate. See also Sections 15.A and 17.E, above, and Section 22.C, below. 30 PS -05-06-09 Temporary Bin and Roll -Off Box Solid Waste Agreement Between the City of Santa Clarita and Consolidated Disposal Service 8 Any other act or omission by Consolidated Disposal Service which materi- ally violates the terms, conditions or requirements of this Agreement and which is not corrected or remedied within the time set forth in the written Notification of Deficiencies or if Consolidated Disposal Service cannot rea- sonably correct or remedy the breach within the time set forth in such notice, if Consolidated Disposal Service should fail to commence to correct or rem- edy such alleged deficiencies within the time set forth in such notice and diligently effect such correction or remedy thereafter. F. Cumulative Rights. City's rights of termination are in addition to any other rights of City upon a failure of Consolidated Disposal Service to perform its obligations under this Agreement. Section 21. Referral to Referee; Hearing Procedures Either party to this Agreement at any time after exhaustion of administrative remedies, and following the appeal procedure set forth in Section 20, if applicable, may refer a disputed matter for resolution under this Section 21 in the following manner. A. Applicability. If either the City Manager or the City Council refers a matter to a referee, or Consolidated Disposal Service appeals or refers a matter to a referee, the provisions of this Section shall apply in order to obtain prompt and expeditious resolution of any and all disputes arising out of this Agreement. B. Reference of Dispute. Any dispute seeking damages and any dispute seeking equi- table relief, such as but not limited to specific enforcement of any provision hereof, shall be heard and determined by a referee pursuant to California Code of Civil Procedure §§ 638- 645.1. The venue of any proceeding hereunder shall be in Los Angeles County, California. Procedure for Appointment. The party seeking to resolve the dispute shall file in court and serve on the other party a complaint describing the matters in dispute. Service of the complaint shall be as prescribed by law. Within not more than fifteen business days after the date of service, the parties shall ap- ply to the Judicial Arbitration and Mediation Service ("JAMS") of Los An- geles County to nominate a minimum of five prospective referees. If the par- ties are unable to approve a referee from the JAMS panel within ten business days after written request to do so by any party, then the parties, starting with Consolidated Disposal Service, shall alternate in striking one prospec- tive referee at a time until only one referee remains. 31 PS -05-06-09 Temporary Bin and Roll -Off Box Solid Waste Agreement Between the City of Santa Clarita and Consolidated Disposal Service 2. Ex Parte Communications Prohibited. Neither party may communicate separately with the referee after the referee has been selected. All subsequent communications between a party and a referee shall be delivered simultane- ously to the other party. This provision shall not apply to communications made to schedule a hearing or request a continuance, or to confidential me- diation or settlement briefs when submission of such is agreed to by the par- ties and the referee. 3. Cooperation. The parties shall cooperate diligently with one another and the referee and shall perform such acts as may be necessary to obtain a prompt and expeditious resolution of the dispute. If either party refuses to cooperate diligently, and the other party, after first giving notice of its intent to rely on the provisions of this Section 21, incurs additional expenses or attorneys' fees solely as a result of such failure to diligently cooperate, or incurs ex- penses or attorneys fees and costs as a result of the other party's violation of Code of Civil Procedure § 128.5, the referee may award such additional ex- penses and attorneys' fee to the party giving such notice, even if such party is not the prevailing party in the dispute. 4. Discovery. The referee shall set a discovery schedule and shall schedule the matter for hearing within 60 days of filing, unless City and Consolidated Disposal Service agree otherwise, or unless the referee shall determine oth- erwise. Any party to the hearing may issue a request to compel reasonable document production from the other party, subject to the limitations of Sec- tion 20, limiting evidence to the administrative record. Disputes concerning the scope of document production and enforcement of document requests shall be subject to agreement by the parties, or if agreement is not reached within twenty (20) days of a document request, then by disposition by order of the referee. Any document request shall be subject to the proprietary rights and rights of privilege of the parties, and the referee shall adopt proce- dures to protect such rights. Except as may be agreed by the parties, or or- dered by the referee, no other form of discovery shall be available to the par- ties. 5. Standards for Decision. The provisions of California Code of Civil Proce- dure, §§ 640, 641, 642, 643, 644 and 645 shall be applicable to dispute reso- lution by a referee hereunder. In an effort to clarify and amplify the provi- sions of California Code of Civil Procedure, §§ 644 and 645, the parties agree that the referee shall decide issues of fact and law submitted by the parties for decision in the same manner as required for a trial by court as set forth in California Code of Civil Procedure, §§ 631.8 and 632, and Califor- 32 PS -05-06-09 Temporary Bin and Roll -Off Box Solid Waste Agreement Between the City of Santa Clarita and Consolidated Disposal Service nia Rules of Court, Rule 232. The referee shall try and decide the dispute ac- cording to all of the substantive and procedural law of the state of California, unless the parties stipulate to the contrary. 6. Evidence and Findings. The referee shall consider the administrative record, including the Notice of Deficiencies, Consolidated Disposal Service's re- sponse to the Notice of Deficiencies, the decision of the Manager, the Notice of Appeal, the decision of the City Manager, the Notice of Appeal to the City Council, and the decision of the City Council, in addition to other rele- vant evidence. Before issuing findings, the Referee shall submit a proposed ruling, setting forth proposed findings of fact and conclusions of law, to counsel for the Parties, for comment. When the referee has decided the dis- pute, the referee shall also cause the preparation of a.judgment based on said decision. 7. Remedial Authority. A referee to whom a matter is referred shall have the authority to (i) order either party to undertake remedial action to cure the breach and to prevent occurrence of similar breaches in the future; (ii) assess damages and/or levy a penalty consistent with the terms of this Agreement or (iii) find there has been no breach. 8. Stay Pending Entry of Final Judgment. Except as provided in Section 20.0 with respect to draws on a Cash Bond, until final judgment is entered from the referee proceeding under the foregoing provisions and the time for ap- peal or other post judgment petition has expired, the imposition or enforce- ment of any penalties or sanctions provided in this Agreement and related to the subject matter of the hearing shall be stayed. The referee may modify or cancel any proposed penalties or sanctions upon a finding that the party sub- ject thereto acted with substantial justification, or if the interests of justice so require. 9. Allocation of Referee's Costs. The referee's costs for the proceeding shall be apportioned by the referee. The costs of the proceeding shall be borne equally by the parties to the dispute initially, but the prevailing party in such proceeding shall be entitled to recover reasonable costs of the referee as ap- portioned by the referee. If either party refuses to pay its share of the costs of the proceeding, at the time(s) required, the other party may do so, in which event that party will be entitled to recover (or offset) the amount advanced, with interest at the maximum rate permitted by law, even if that party is not the prevailing party. The referee shall include such costs in the judgment or award. 33 PS -05-06-09 Temporary Bin and Roll -Off Box Solid Waste Agreement Between the City of Santa Clarita and Consolidated Disposal Service C. Decision. The decision of the referee may be excepted to in accordance with Code of Civil Procedure § 645. Section 22. City's Additional Remedies In addition to the City's other remedies, City shall have the following rights: A. Contracts with Others. The right to contract with others to perform the services otherwise to be performed by Consolidated Disposal Service, in the event Consolidated Dis- posal Service should be in material breach of its duties to provide those services, or is other- wise unable to provide the services addressed by this Agreement. B. Damages and/or Injunctive Relief. The right to obtain damages and/or injunctive relief. Both parties recognize and agree that in the event of a breach under the terms of this Agreement by Consolidated Disposal Service, City may suffer irreparable injury and incalcula- ble damages sufficient to support injunctive relief to enforce the provisions of this Agreement and to enjoin the breach. See also § 22.E, below. C. City's Damages for Failure to Achieve Diversion Goals. Consolidated Disposal Service agrees that its failure to achieve the diversion goals set forth in its proposal for the waste stream collected under this Agreement, arising from failure to make reasonable efforts to maximize diversion in accordance with the terms and conditions of this Agreement, or its breach of the requirements of §§ 15.A and 17.E, above, related to waste diversion, shall be a material breach of this Agreement. See also § 20.E.7, above. If the California Integrated Waste Management Board, or its successor agency, were to impose administrative civil penalties against City, then the City's damages for Consolidated Disposal Service's material breach in its failure to achieve the diversion goals for the City as required by this Agreement, shall include, but not be limited to such administrative civil penalties, attorneys' costs and fees and City's staff time devoted to the resolution of the administrative civil penalties against City. D. Rights of City in Event of Certain Misconduct. Notwithstanding any other provi- sion in this Agreement to the contrary, the City shall have the right to terminate this Agreement if any official of Consolidated Disposal Service, or any associated firm or entity, including but not limited to, any parent or subsidiary company involved with the performance or administra- tion of the Agreement is convicted of, or pleads guilty, no contest or nolo contendere to a fel- ony relating to this Agreement or any other agreement for the provision of solid waste services in another City. E. Liquidated Damages. The parties agree that the failure of Consolidated Disposal Service to comply with the requirements of Sections 7.E, F and G, regarding, respectively, 34 PS -05-06-09 Temporary Bin and Roll -Off Box Solid Waste Agreement Between the City of Santa Clarita and Consolidated Disposal Service Graffiti, "Hazardous Waste Prohibited" Markings and Bin Markings, have the potential to cause great damage to the City, which damages would be difficult to calculate. For that reason, the Parties agree that if, following 24 hours notice identifying the Bin or Bins by address or Bin number (required by Section 7.G, above), Consolidated Disposal Service, is in violation of any requirement of Section 7 E, F or G, above, Consolidated Disposal Service will pay to city $500.00 per Bin, for each day or any part of a day, (excluding Sundays and holidays), in which a Bin was out of compliance with any requirement of Section 7 E, F or G. Section 23. Franchise Transfer; City Consent; Fees A. Consolidated Disposal Service may not convey, assign, sublet, license, hypothecate, encumber of otherwise transfer or dispose of (collectively "Transfer"), this Agreement, the Franchise granted under it or any rights or duties under it, in whole or in part, whether voluntar- ily or involuntarily, without the City's prior written consent as expressed by written resolution of the City Council. Any dissolution, merger, consolidation, or other reorganization of Consoli- dated Disposal Service, except as provided in Sub -Section 23.C, below, any sale or other trans- fer or change in ownership or control of any of the capital stock or other capital or equity inter- ests, or any sale or transfer of fifty percent (50%) or more of the value of the assets shall be deemed a Transfer of this Agreement, the Franchise granted under it or any rights or duties un- der it. Any Transfer or attempted Transfer of this Agreement, the Franchise granted under it or any rights or duties under it made without the City's consent will be a material breach of this Agreement and, at the City's option, may be voided. B. The City has no obligation to give its consent to a Transfer of the Franchise granted by this Agreement. The prospective transferee shall have the burden of demonstrating that it has the financial and technical ability to provide the services required under this Agreement. The City may also require the prospective transferee to demonstrate that it, and its officers and managers do not have criminal records for environmental or public integrity offenses. If the City gives its consent, it may impose conditions, including, without limitation, requiring accep- tance of amendments to this Agreement. Without obligating the City to give its consent, the proposed transferee must demonstrate to the City's satisfaction that it has the operational and financial ability to perform the terms of this Agreement. C. Consolidated Disposal Service's internal reorganization shall not constitute a Trans- fer provided that City consent to the reorganization is sought and received prior to any internal reorganization. An internal reorganization includes any change in control of any of the voting stock through its conveyance to an affiliate of Consolidated Disposal Service, or by operation of law. Any request for an internal reorganization must be submitted in writing to the City Manager, no less than one hundred and twenty days prior to the proposed effective date of the internal reorganization. Consolidated Disposal Service shall reimburse City for all of its costs to review the request and to determine if it is an internal reorganization. City's expenses may 35 PS -05-06-09 Temporary Bin and Roll -Off Box Solid Waste Agreement Between the City of Santa Clarita and Consolidated Disposal Service include, but are not limited to, Staff, City Attorney's and Special Counsel's fees and costs and Accountants' fees and costs. Determination by the City Manager shall be final and conclusive. Any attempt to implement an internal reorganization without the consent of City shall consti- tute a material breach of this Agreement. D. Fees. Any application for a Franchise Transfer shall be made in a manner prescribed by the City Manager. The application shall include a deposit of $50,000 to cover the estimated cost of all direct and indirect expenses, including City staff, consultants' and attorneys' fees, incurred by City to adequately analyze the application and the qualifications of the prospective transferee. Any costs incurred by the City in excess of $50,000 shall be reimbursed by the Con- solidated Disposal Service prior to submission of the proposed Transfer to the City Council. In the event that the City's costs are less than $50,000, City shall refund the remaining deposit to Consolidated Disposal Service If Transfer is approved, upon approval, the transferee shall pay to City a Transfer fee in the amount of $50,000 or five percent (5%) of Gross Revenues for the first twelve months, whichever is greater. Section 24. General Provisions A. Force Majeure. Consolidated Disposal Service shall not be in default under this Agreement in the event that the collection, transportation and/or disposal services of Consoli- dated Disposal Service are interrupted temporarily or permanently for any of the following rea- sons: riots; war or national emergency declared by the President or Congress and affecting the City of Santa Clarita; acts of terrorists, sabotage; civil disturbance; insurrection; explosion; natural disasters such as floods, earthquakes, landslides and fires; or other catastrophic events which are beyond the reasonable control of Consolidated Disposal Service "Other catastrophic events" does not include the financial inability of Consolidated Disposal Service to perform or failure of Consolidated Disposal Service to obtain any necessary permits or licenses from other governmental agencies or the right to use the facilities of any public agency where such failure occurs despite the exercise of reasonable diligence by Consolidated Disposal Service In the event a labor disturbance interrupts collection and transportation of Temporary Bin and Roll - Off Solid Waste and/or disposal of Temporary Bin and Roll -Off Solid Waste by Consolidated Disposal Service as required under this Agreement, City may elect to exercise its rights under Section 19 of this Agreement. Failure by City to exercise its rights under this Section 24.A shall not be deemed a waiver of its rights under Section 20.E.5, above. B. Independent Status. Consolidated Disposal Service is an independent entity and not an officer, agent, servant or employee of City. Consolidated Disposal Service is solely re- sponsible for the acts and omissions of its officers, agents, employees, contractors and subcon- tractors, if any. Nothing in this Agreement shall be construed as creating a partnership or joint venture between City and Consolidated Disposal Service nor an arrangement for the disposal of Hazardous Wastes. Neither Consolidated Disposal Service nor its officers, employees, agents 36 PS -05-06-09 Temporary Bin and Roll -Off Box Solid Waste Agreement Between the City of Santa Clarita and Consolidated Disposal Service or subcontractors shall obtain any rights to retirement or other benefits which accrue to City employees. C. Pavement Damage. Normal wear and tear on City streets resulting from general vehicular traffic excepted, Consolidated Disposal Service shall be responsible for damage to City's driving surfaces, whether or not paved, resulting from the operation of Consolidated Disposal Service vehicles providing Temporary Bin and Roll -Off Solid Waste Services within the City. Consolidated Disposal Service understands that the exercise of this Franchise may in- volve operation of its collection vehicles over private roads and streets. Disputes between Con- solidated Disposal Service and its service recipients as to damage to private pavement are civil matters and complaints of damage will be referred to Consolidated Disposal Service as matters within its sole responsibility and as a matter within the scope of Section 17.A, 17.B, and 17.C, above. D. Property Damage. Any physical damage caused by the negligent or willful acts or omissions of employees of Consolidated Disposal Service to City or private property shall be repaired or replaced by Consolidated Disposal Service, at Consolidated Disposal Service's sole expense. Except as provided in Section 17, above, this Agreement does not purport to relieve, diminish, reduce, create or increase in any way, Consolidated Disposal Service's civil liability to any third parties. E. Law to Govern; Venue. The law of the State of California shall govern this Agreement without regard to any otherwise governing principles of conflicts or choice of laws. In the event of litigation in a U.S. District Court exclusive venue shall lie in the Central District of California. F. Fees and Gratuities. Consolidated Disposal Service shall not permit any officer, agent or employee to request, solicit, demand or accept, either directly or indirectly, any gratu- ity for the collection of Temporary Bin and Roll -Off Solid Waste otherwise required to be col- lected under this Agreement. G. Amendments. Except as otherwise provided in this Agreement, no other amend- ment of this Agreement shall be valid unless in writing duly executed by the parties. Purported oral amendments shall be void and of no force or effect. H. Notices. All notices required or permitted to be given under this Agreement shall be in writing and shall be personally delivered or sent by telecopier or United States certified mail, postage prepaid, return receipt requested, and by email, addressed as follows: 37 PS -05-06-09 Temporary Bin and Roll -Off Box Solid Waste Agreement Between the City of Santa Clarita and Consolidated Disposal Service To City: City Manager City of Santa Clarita 23920 Valencia Blvd., Suite 300 Santa Clarita, California 91355 Copy to: Benjamin Lucha Environmental Projects Development Coordinator City of Santa Clarita 23920 Valencia Blvd., Ste. 300 Santa Clarita, California 91355 And to: City Attorney City of Santa Clarita c/o Burke, Williams & Sorensen, LLP 444 South Flower Street, Suite 2400 Los Angeles, California 90071-2953 With copies by email to BLUCHA@santa-clarita.com and cnewton@bwslaw.com To Consolidated Disposal Service 12949 Telegraph Road Santa Fe Springs, CA 90670 and by email to jcastro@repsrv.com. or to such other address as either party may from time to time designate by notice to the other given in accordance with this Section. Notice shall be deemed effective on the date personally served or sent by email or telecopier or, if mailed, three (3) business days from the date such notice is deposited in the United States mail. I. Savings Clause and Entirety. If any non -material provision of this Agreement for any reason shall be held to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the validity and enforceability of any of the remaining provisions of this Agreement. J. Incorporation by Reference. Exhibit A, the City's Source Reduction and Recy- cling Component, and Consolidated Disposal Service's Service Proposal, dated October 7, 2005, and all supplements to that proposal are incorporated into this Agreement by this refer- ence. K. Joint Drafting. This Agreement shall be construed as having been drafted jointly by the parties to this Agreement. 38 PS -05-06-09 Temporary Bin and Roll -Off Box Solid Waste Agreement Between the City of Santa Clarita and Consolidated Disposal Service L. Transition to Next Solid Waste Enterprise. If in the final 12 months of the period during which Consolidated Disposal Service is to provide collection services under this Agreement, Consolidated Disposal Service and City have not entered into a succeeding agree- ment, Consolidated Disposal Service shall cooperate fully with City and all prospective subse- quent Solid waste enterprise(s), franchisee(s), licensee(s), permittee(s) or other Person seeking to provide services similar to the Services so as to assure an efficient, orderly, timely and effec- tive transition. In that regard, Consolidated Disposal Service agrees to make available to City and to prospective proposers in any competitive process used by the City to select a successor, route maps, customer lists, and all other records requested by City. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. CITY OF SANTA CLARITA A California Munici al Corporation - X ff. a. = =:& 7//1) 1 zol�� O Gi rt VO A C -E12 ATTEST a Q Sharon Dawson City Clerk APPROVED AS TO FORM: Carl K. Newton City Attorney By: Consolidated Disposal Service By: l VP' CEO, President, C Mrman of the Board or any Vice President] And by: /" 4e [The Secretary, any assistant secretary, CFO or any assistant treasurer] 39 PS -05-06-09 Temporary Bin and Roll -Off Box Solid Waste Agreement Between the City of Santa Clarita and Consolidated Disposal Service State of California, County of Los Angeles, ss. On this __(0_ day of 41 G , in the year 200�q before me NzyA,r� �� personally a geared �� r and -2��,' :iv�C ►wA.:�) personally known to me (or proved to me on the basis of satisfactory evidence) to be the persons whose names are subscribed to this instrument and acknowledged that he (she or they) executed it pursuant to a resolution of the Board of Directors of Consolidated Disposal Service SIGNED.41 P44,4=1 .-2' DONNA PERNOD Comm. # 1558131 voTARY PUSUC- MFORM I Cowwn. r�' ac°'�'�t. 20 40 PS -05-06-09 06-067009--,14 FIRST AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF SANTA CLARITA AND CONSOLIDATED DISPOSAL SERVICES, L.L.C. FOR TEMPORARY BIN AND ROLL -OFF BOX SOLID WASTE MANAGEMENT SERVICES This FIRST AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF SANTA CLARITA AND CONSOLIDATED DISPOSAL SERVICES, L.L.C. FOR TEMPORARY BIN AND ROLL -OFF BOX SOLID WA,TE MANAGEMENT SERVICES, (First Amendment) is entered into this 6 day of JuJI 2009, between the City of Santa Clarita, California Municipal Corporation (City) a# C solidated Disposal Services, L.L.C., to amend that certain "Temporary Bin and Roll -Off Box Franchise Agreement between the City of Santa Clarita and Consolidated Disposal Services, L.L.C." (the Agreement), dated January 25, 2006. RECITALS WHEREAS, on April 28, 2009, the City Council of the City of Santa Clarita (City) adopted Ordinance 09-04, which, among other things, set forth an enforcement mechanism to address illegal, non -franchised waste hauling activities; and WHEREAS, Section 15.44.755 of the Santa Clarita Municipal Code, as set forth in Ordinance 09-04, provides that as part of the aforementioned enforcement mechanisms, the City may cause illegally placed temporary bin and roll -off boxes to be removed from public rights-of-way under certain circumstances; and WHEREAS, the City may contract for the aforementioned removal activities; and WHEREAS, Consolidated Disposal Services, L.L.C. has the requisite experience, equipment, and insurance to undertake such removal activities, at the direction of the City. NOW THEREFORE, the City and Consolidated Disposal Services, L.L.C., in consideration of their mutual promises, amend the Agreement as follows: SECTION 1. Add Section 25 to read as follows. Section 25. Activities for the Impoundment of Non -Franchised Haulers A. Pre -Impoundment Procedures. The Santa Clarita Municipal Code Section 15.44.755 calls for the impoundment of containers belonging to solid waste enterprises operating within City limits that do not have a valid Franchise Agreement with the City. The City will undertake all required pre -impoundment notice and procedures prior to requesting the removal of an Illegal Temporary Bin or Roll -Off Box (collectively "Illegal Container" for purposes of this Section 25). B. Process to Assign the Collection of Illegal Containers. The City will determine which Franchised Hauler is assigned to remove each Illegal Container identified by the City; provided, however, that only Franchised Haulers in compliance with all aspects of their Franchise will be assigned. No action regarding the impoundment of Illegal Containers mgy be taken unless expressly authorized by Cijy staff in writing. C. Removal, Servicing, and Storage of Illegal Containers. At the City's request, Consolidated Disposal Services, L.L.C. shall do the following with respect to an Illegal Container: 1. Respond within 30 minutes of being notified by the City that the Illegal Containers present and should be removed. Consolidated Disposal Services, L.L.C. must provide an email address and a telephone number to the City to use in notifying Consolidated Disposal Services, L.L.C. of an Illegal Container. 2. Remove the Illegal Container within two hours of being notified by the City. 3. Alert the City once the Illegal Container has been collected. 4. Recycle and/or dispose of the contents of the Illegal Container. Consolidated Disposal Services, L.L.C. shall make a good -faith effort to divert the materials in the Illegal Container. The tonnages from the Illegal Container(s) shall be reported on the Franchisee's regular monthly and quarterly reports as a separate section and included in the overall diversion calculation. If the material collected is not recyclable and it causes Consolidated Disposal Services, L.L.C. to be deemed out of compliance with the minimum diversion requirements set forth in this Agreement, the City may exempt these waste tonnages. 5. Provide the City with an invoice from the facility used to recycle and/or dispose of the materials. The facility utilized must be permitted by the California Integrated Waste Management Board and may include a landfill, materials recovery facility (MRF), transfer station, composting facility, construction and demolition recycling facility, and/or a recycling center that meets the requirements of the California Integrated Waste Management Board regulations (Title 14, Division 7, Chapter 3, Article 6). The facility's invoice(s) shall outline the costs associated with recycling and/or disposing of the materials in the impounded Illegal Container, including actual tipping fees, taxes, and any related fees. It is the duty of Consolidated Disposal Services, L.L.C. to keep detailed and accurate records of the costs associated with the work identified in this outline. Only actual costs will be charged to the Non -Franchised Hauler, and thus, only actual costs will be reimbursed. 6. House the Illegal Container at the Consolidated Disposal Services, L.L.C.'s facility for a selected time period, not to exceed 90 days. During such time, the Consolidated Disposal Services, L.L.C. shall be responsible for protection of the Illegal Container to ensure it is not damaged, as well as be responsible for any and all injuries or damages that may be caused by the Illegal Container while in the possession of the Consolidated Disposal Services, L.L.C. The Consolidated Disposal Services, L.L.C. shall agree to defend and indemnify the City in this regard pursuant to Section 17 herein. 7. Provide a location where the Illegal Container may be reclaimed. 8. Consolidated Disposal Services, L.L.C. shall have space adequate at their facility to house a minimum of five impounded Illegal Containers of varying sizes at any given time. 9. Arrange for the return of the Illegal Container to the Non -Franchised Hauler, if all required fees are paid to the City and the City indicates, in writing, that the Illegal Container may be returned. It is not the duty of Consolidated Disposal Services, L.L.C. to deliver the Illegal Container back to its owner. 10. Provide the City access to the Illegal Container for its removal or disposal, or otherwise transport the Illegal Container to a location within the City at the City's direction, in the event that the Illegal Container is not reclaimed or otherwise redeemed. D. Disposal of Illegal Container. If an impounded Illegal Container is not reclaimed or otherwise redeemed pursuant to the requirements of Chapter 15.77 of the Santa Clarita Municipal Code, the City may cause such Illegal Container to be sold or auctioned as surplus property of the City, pursuant to the City's procedures for same, or may dispose of such Illegal Container in any lawful manner. In the event of a sale or auction, the Consolidated Disposal Services, L.L.C. may bid at such sale for the Illegal Container. E. Reimbursement of Costs. Prior to the final disposition of an impounded Illegal Container, Consolidated Disposal Services, L.L.C. shall submit an invoice to the City detailing any removal, transport, and storage related costs associated with housing the Illegal Container on a per -day basis. Removal, transport, and storage cost reimbursement will not exceed the rates for such activity as approved by the City Council. City shall reimburse Consolidated Disposal Services, L.L.C. for such costs within 90 days of the impoundment of the container(s). F. Removal from Circulation List. The City understands that there may be circumstances which present themselves that would make the impoundment of Illegal Container infeasible for Consolidated Disposal Services, L.L.C. Should this occur, Consolidated Disposal Services, L.L.C. may request to pass on the collection of any particular Illegal Container. If Consolidated Disposal Services, L.L.C. makes two (2) requests to pass during a 12 -month period, the City may remove Consolidated Disposal Services, L.L.C. from the list of Haulers eligible to impound Illegal Containers for the City. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. CITY OF SANTA CLARITA A California Mu icipal Corporation dlll-�- Frank Ferry, Mayor ATTEST: -�" C� Qju'� Sharon L. Dawson, MMC 7 �� City Clerk APPROVED AS TO FORM: Carl K. Newton City Attorney By: �lra vt? ctj (Signatures on next page) CONS TED DISPOSAL SERVICES, L.L.C. Y: [CEO, President, C lrman of the Board or any Vice Pres'dent -7 And by: [The Secretary, any assistant secretary, CFO or any assistant treasurer] State of California County of AICf�1¢Jd ] On ` C before me, 6nvIM/ E�✓�'� , �►'C� /i9%' ��C ate G Here Insert Name and Title of the Officer personally appeared_-Rct1ji// /—' J�.� AALb T18triC[8] of Si er(s) 15 1iQ� CiN� DONNA PERNO!? Commisslon #t 1836392 Notary Public - Caldornis Los Angeles County Comm. Expires Mar 1112013 Place Notary Seal Above who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature __4 04.a �" 10A Signa(mv off4otary Public SECOND AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF SANTA CLARITA AND CONSOLIDATED DISPOSAL SERVICES, LLC FOR TEMPORARY BIN AND ROLL -OFF BOX SOLID WASTE MANAGEMENT SERVICES This SECOND AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF SANTA CLARITA AND CONSOLIDATED DISPOSAL SERVICES, LLC FOR TEMPORARY BIN AND ROLL -OFF BOX SOLID WASTE MANAGEMENT SERVICES (Second Amendment) is entered into this �— day of 2011, between the City of Santa Clarita, a California Municipal Corporation (City) and Consolidated Disposal Services, LLC to amend that certain Temporary Bin and Roll -Off Box Franchise Agreement between the City of Santa Clarita and Consolidated Disposal Services, LLC dated January 27, 2006, and amended by that certain First Amendment dated June 9, 2009, (as amended, the "Agreement"). RECITALS WHEREAS, the City Council is authorized to regulate solid waste pursuant to Article XI, Section 7 of the California Constitution and Public Resources Code Section 40059; and WHEREAS, on November 8, 2005, the City Council approved the issuance of ten temporary bin and roll -off box franchises (Franchise Agreement) to assist the City with AB 939 compliance; and WHEREAS, Section 15.44.305 allows the City to establish by Resolution the application process for a Solid Waste Franchise; and WHEREAS, the City may contract for the aforementioned removal activities; and WHEREAS, Consolidated Disposal Services, LLC has the requisite experience, equipment, and insurance to undertake such removal activities at the direction of the City. NOW, THEREFORE, the City and Consolidated Disposal Services, LLC in consideration of their mutual promises, amend the Agreement as follows: SECTION 1. Section 3.A of the Agreement is hereby amended to read as follows. A. Collection services under this Agreement shall be provided for a period of ten years, commencing on January 1, 2006, and ending at midnight on December 31, 2015, unless sooner terminated. SECTION 2. Diversion requirements set forth anywhere in the Agreement (i.e. Sections 15.A, 17.E, 20.E.7, 22.C) are hereby amended to require the franchisee to meet the recycling diversion goals as set forth in their proposals or as mandated by the state, state agency, or the City, whichever is greater. MARSH February 6, 2006 Robert Zaretsian BFI Waste Systems of North America, Inc. 9200 Glenoaks Boulevard Sun Valley, CA 91352 Subject: City of Santa Clarita Performance Bond #27-92-80 Robert: Richard A Covington Client Representative Marsh USA Inc. 1000 Main, Suite 3000 Houston, TX 77002 713 276 8597 Fax 713 276 8325 Toll Free 1 866 232 5065 Richard.A.Covington@marsh.com www.marsh.com Attached please find an executed Performance Bond on the above referenced project. The document is ready for filing with the Obligee. Please remember to keep a copy of this document for your records before filing the original with the obligee. Should you have any questions please call. Best regards, Richard Covington Client Representative /rc Enclosures [ M/i Marsh &McLennan Companies American International Companies 70 Pine Street New York, NY 10270 Bond No. 27-92-80 PERFORMANCE BOND KNOW ALL MEN BY THESE PRESENTS, That we, BFI Waste Systems of North America, Inc. 9200 Glenoaks Boulevard, Sun Valley, CA 91352 as Principal, and the The Insurance Company of the State of Pennsylvania, a Pennsylvania corporation, as Surety, subject to the Conditions, Limitations and Exclusions of this Performance Bond, are firmly bound unto City of Santa Clarita, 23920 Valencia Boulevard, Santa Clarita, CA 91355 hereinafter referred to as the Obligee, for such monetary amount as incurred by the Obligee, not to exceed the penal sum of Twenty Thousand & no/100 Dollars (S20 0. 00.00), as may be required to remedy any contractual default by the Principal in the performance of that certain written contract between Principal and Obligee dated for Temporary Bin and Roll Off Box Program hereinafter referred to as the Contract; for the payment hereof, we bind ourselves, our heirs, executors, administrators and successors, jointly and severally. CONDITIONS The obligation of this Performance Bond shall be null and void unless: (1) the above Contract is in writing, and has been fully executed by both the Principal and the Obligee; (2) the Principal is actually in default under the above Contract, and is declared by the Obligee thereafter to be in default; (3) the Obligee has performed all of the obligations of the Obligee under the above Contract; and (4) the Obligee has provided written notice of the default to the Surety as promptly as possible, and in any event, within ten (10) days after such default. LIMITATIONS AND EXCLUSIONS The Surety, as the sole election and discretion of the Surety, may take any of the following actions: (1) With notice to the Obligee, provided financial assistance to the Principal to remedy any contractual default by the Principal; or, (2) Undertake the completion of the above Contract by the Surety, through its agents or through independent contractors; or, (3) Determine the amount for which the Surety may be liable to the Obligee, and as soon as a practicable thereafter, tender payment thereof to the Obligee; or, (4) Pay the full amount of the above penal sum in complete discharge and exoneration of this Performance Bond, and of all liabilities of the Surety relating thereto. If the Surety so elects to act, all payments and expenditures by the Surety shall be applied against the above penal sum and in reduction of the limit of liability of the Surety. -2 - Performance Bond The obligation of this Performance Bond shall not include liability for loss, cost, damage, fines, penalties or expense (including attorney's fees) form personal injury (including death), or from property damage (including environmental impairment or cleanup), or from any criminal or tortious act arising out of the performance, default or completion of the above Contract, nor shall the Surety obligated to provide or maintain any policy or undertaking of liability insurance. This bond is for a one year term beginning January 1, 2006. In the event of default by the Principal in the performance of the contract during the term of this bond, the Surety shall be liable only for the direct loss to the Obligee due to actual excess costs of performance of the contract up to the termination of the term of this bond. No suit shall be brought on this bond after sixty (60) days following its termination. Neither non- renewal by the Surety, nor failure or inability of the Principal to file a replacement bond, shall constitute loss of the Obligee recoverable under this bond. The bond may be extended for additional terms at the option of the Surety, by continuation certificate executed by the Surety. Regardless of the number of years that this bond is renewed or continued via Continuation Certificate by the Surety, the liability hereunder shall not be cumulative and shall in no event exceed the penal sum of $20,000.00. The Obligation of this Performance bond inures solely to the benefit of the obligee. No right of action shall accrue under this Performance Bond to or for the use of any person, firm, corporation, public or private entity other than the obligee. In the event that the Obligee is comprised of more than one person, firm, corporation, public or private entity, the conditions, limitations and exclusions of this Performance Bond shall apply jointly and severally to each and all constituents of the Obligee, and the aggregate liability of the Surety to the Obligee shall in no event exceed the above penal sum. The consent of the Surety shall be required with regard to any changes or alterations in the above Contract including, but not limited to, where the cost thereof, added to prior changes or alterations, causes the aggregate cost of all changes and alterations to exceed 10 percent of the original contract price, or where the completion thereof is extended by more than 90 days. No right of action shall accrue under this Performance bond unless demand is brought by suit, or other legal proceeding commended against the Surety within 60 days after the day that the Principal last performed labor or supplied material for the above Contract. Any and all claims and causes of action (including warranty requirement or the remedy of latent defects) not so commended shall be deemed extinguished and forever barred from action under this Performance Bond. In the event of conflict or inconsistency between the provisions of this Performance Bond and the provisions of the above Contract, the provisions of this Performance Bond shall control, or the obligation of the surety be deemed null and void to the extent of any enlargement or augmentation to the liabilities of the Surety prescribed by this Performance Bond. Signed, Sealed and Dated this 6t" day of February, 2006. BFI Waste Systems of North America, Inc. Principal By: Richard Covington, Attomey-in-Fact The Insurance Company ofth of Pennsylvania Surety By: a,— Sandra Parker, Attorney -in -Fact ACKNOWLEDGEMENT BY SURETY STATE OF TEXAS COUNTY OF HARRIS On this 6t" day of February, 2006, before me Joe A. Martinez, a notary public in and for the State of Texas with principal office in the County of Harris residing therein, duly commissioned and sworn, personally appeared Sandra Parker, known to me to be the attorney-in-fact of the corporation that executed the within instrument, and acknowledged to me that such corporation executed the same. In witness whereof, I have hereunto set my hand and affixed my official seal, at my office in the aforesaid County, the day and year in this certificate first above written. JOE A. MARTINEZ Notary Public, State of Texag .� My Cemmisslea Expires Y-13-07 STATE OF TEXAS COUNTY OF HARRIS ofit 6 - waze N ry Public in and for tWe State of Texas My commission expires September 13, 2007 ACKNOWLEDGEMENT BY PRINCIPAL On this 6t" day of February, 2006, before me Joe A. Martinez, a notary public in and for the State of Texas with principal office in the County of Harris residing therein, duly commissioned and sworn, personally appeared Richard Covington, known to me to be the attorney-in-fact of the corporation that executed the within instrument, and acknowledged to me that such corporation executed the same. In witness whereof, I have hereunto set my hand and affixed my official seal, at my office in the aforesaid County, the day and year in this certificate first above written. JOE A. MARTINEZ Notary Public, State of Texas My Commission Expires 8-13-07 L/L f ary Public in and for State of Texas My commission expires September 13, 2007 RESOLUTION NO. 15-08 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA CLARITA, CALIFORNIA, APPROVING THE TRANSFER OF EXCLUSIVE FRANCHISEE RIGHTS FOR TEMPORARY BIN AND ROLL -OFF BOX SOLID WASTE MANAGEMENT SERVICE FROM CROWN DISPOSAL CO., INC., TO RECOLOGY LOS ANGELES DUE TO SALE OF BUSINESS WHEREAS, Article XI, § 7 of the California Constitution authorizes cities to protect public health and safety by taking measures in furtherance of their authority over police and sanitary matters; and WHEREAS, the Legislature of the State of California, by enactment of the California Integrated Waste Management Act of 1989, ("AB 939" or the "Act"), established a solid waste management process, which requires cities and other local jurisdictions to implement plans for source reduction, reuse, and recycling as integrated waste management practices for solid waste attributed to sources within their respective jurisdictions; and WHEREAS, California Public Resources Code § 40059 provides that aspects of solid waste handling of local concern include, but are not limited to, frequency of collection, means of collection and transportation, level of services, charges and fees, and nature, location and extent of providing solid waste services, and whether the services are to be provided by means of nonexclusive, partially exclusive, or wholly exclusive franchise, contract, license or otherwise, which may be granted by local government under terms and conditions prescribed by the governing body of the local agency; and WHEREAS, the Santa Clarita Municipal Code implements Article XI, § 7 of the California Constitution and California Public Resources Code § 40059 in the City of Santa Clarita ("City"); and WHEREAS, the City is obligated to protect the public health and safety of the residents of the City and arrangements made by solid waste enterprises and recyclers for the collection of Temporary Bin and Roll -Off Solid Wastes should be made in a manner consistent with the exercise of the City's police power for the protection of public health and safety; and WHEREAS, on February 17, 2006, the City entered into a Temporary Bin and Roll -Off Box Solid Waste Agreement (Contract No. 06-00025) (such agreement, as amended by the First and Second Amendments referred to in the last recital hereof, the "Agreement") with Crown Disposal Co., Inc.; and WHEREAS, Crown Disposal Co., Inc., is selling substantially all of its assets to Recology Los Angeles or an affiliate there of; and WHEREAS, the Agreement between the City and Crown Disposal Co., Inc., requires in Section 23, a resolution of the City Council approving any transfer by Crown Disposal Cc., Inc.; and WHEREAS, the City and Recology Los Angeles are mindful of the provisions of the laws governing the safe collection, transport, recycling, and disposal of Temporary Bin and Roll - Off Solid Waste, including the AB 939, the Resource Conservation and Recovery Act ("RCRA"), 42 U.S.C. §§ 6901 et seq., and the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"), 42 U.S.C. §§ 9601 et seq.; and WHEREAS, the City and Recology Los Angeles desire to leave no doubts as to their respective roles and to make it clear that by allowing the transfer from Crown Disposal Co., Inc., to Recology Los Angeles, the City is not thereby becoming a "generator" or an "arranger" as those terms are used in the context of CERCLA § 107(a)(3) and that it is Recology Los Angeles, an independent entity, not the City, which will arrange to collect Temporary Bin and Roll -Off Solid Waste from Premises in the City of Santa Clarita, transport for recycling and disposal and dispose of Temporary Bin and Roll -Off Solid Wastes, which may contain small amounts of household products with the characteristics of hazardous wastes, collect and compost Green Waste and collect and recycle Recyclable Solid Wastes from Premises in the City of Santa Clarita, and collect and recycle or dispose of Construction and Demolition Materials; and WHEREAS, Recology Los Angeles agrees to abide by the Agreement and by those amendments to Contract 06-00025 set forth in the First Amendment approved by Santa Clarita City Council on June 9, 2009 (Resolution 09-41), and the Second Amendment approved by Santa Clarita City Council on December 9, 2010 (Resolution 10-89). . NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SANTA CLARITA DOES HEREBY RESOLVE AS FOLLOWS: SECTION 1. Transfer of Franchise City hereby consents to the assignment of the Agreement, and the franchise provided for therein, from Crown Disposal Co., Inc., to Recology Los Angeles effective as of the date hereof. Upon the date hereof, Recology Los Angeles shall be successor in interest to Crown Disposal Co., Inc.'s franchise and shall with those other solid waste enterprises granted similar franchises, have an exclusive duty, right, and privilege to collect, transport, process, recycle, compost, retain, and dispose of all Temporary Bin and Roll -Off Solid Waste, as defined in the Agreement, produced, generated, and/or accumulated at premises in the City, except as provided below or elsewhere in the Agreement. The collection and disposal of residential solid waste from single-family and multi -family residences or other similar places is not within the scope of the Agreement, but is within the scope of a separate "Residential Agreement." The collection and disposal of Construction and Demolition Materials from residential and commercial Premises through the use of roll -off or other bins is within the scope of the Agreement. However, accumulation, collection, and recycling or disposal of Construction and Demolition Materials by a licensed contractor, e.g., a roofing contractor, performing work within the scope of the contractor's license, e.g., removing a roof and installing a new roof, using equipment owned or leased by the contractor, is not within the scope of the Agreement. SECTION 2,; Term.of.Franchise Recology Los Angeles accepts and acknowledges that collection services under the aforementioned franchise and the Agreement shall be provided for a period terminating at midnight on December 31, 2015, unless sooner terminated. SECTION 3. Cash Bond City has on file a cash bond from Crown Disposal Co., Inc., as required by Section 18 of the Agreement. That bond shall remain with the City until Recology Los Angeles deposits with the City a cash bond meeting the requirements of Section 18. After the deposit of Recology Los Angeles' bond, City shall within a reasonable period return Crown Disposal Co., Inc.'s bond, or Crown Disposal Co., Inc., may terminate the same. SECTION 4. Bin Labeling Notwithstanding anything to the contrary in Section 22.E of the Agreement, Recology Los Angeles will not be obligated to pay the City liquidated damages if a Bin is out of compliance with Section 7 of the Agreement at any time within the 90 -day period following the effective date of assignment of the Agreement. SECTION 5. Remainder of Agxeement Intact Except as specifically identified in this resolution, the terms of the Agreement (including the First Amendment and Second Amendment) remain in full force and effect. The City Clerk shall certify to the adoption of this Resolution. PASSED, APPROVED, AND ADOPTED this 10"' day of March 2015. MAYOR ATTEST: CITY C DATE: ( _; — I � f iS- SECOND AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF SANTA CLARITA AND CROWN DISPOSAL CO., INC., FOR TEMPORARY BIN AND ROLL -OFF BOX SOLID WASTE MANAGEMENT SERVICES This SECOND AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF SANTA CLARITA AND CROWN DISPOSAL CO., INC., FOR TEMPORARY BIN AND ROLL -OFF BOX SOLID WASTE WNAGEMENT SERVICES (Second Amendment) is entered into this day of k011, between the City of Santa Clarita, a California Municipal Corporation (City) and Crown Disposal Co., Inc., to amend that certain Temporary Bin and Roll -Off Box Franchise Agreement between the City of Santa Clarita and Crown Disposal Co., Inc., dated January 27, 2006, and amended by that certain First Amendment dated June 9, 2009, (as amended, the "Agreement"). RECITALS WHEREAS, the City Council is authorized to regulate solid waste pursuant to Article XI, Section 7 of the California Constitution and Public Resources Code Section 40059; and WHEREAS, on November 8, 2005, the City Council approved the issuance of ten temporary bin and roll -off box franchises (Franchise Agreement) to assist the City with AB 939 compliance; and WHEREAS, Section 15.44.305 allows the City to establish by Resolution the application process for a Solid Waste Franchise; and WHEREAS, the City may contract for the aforementioned removal activities; and WHEREAS, Crown Disposal Co., Inc., has the requisite experience, equipment, and insurance to undertake such removal activities at the direction of the City. NOW, THEREFORE, the City and Crown Disposal Co., Inc., in consideration of their mutual promises, amend the Agreement as follows: SECTION 1. Section 3.A of the Agreement is hereby amended to read as follows. A. Collection services under this Agreement shall be provided for a period of ten years, commencing on January 1, 2006, and ending at midnight on December 31, 2015, unless sooner terminated. SECTION 2. Diversion requirements set forth anywhere in the Agreement (i.e. Sections 15.A, ITE, 20.E.7, 22.C) are hereby amended to require the franchisee to meet the recycling diversion goals as set forth in their proposals or as mandated by the state, state agency, or the City, whichever is greater. SECTION 3. Section 26 is hereby added to the Agreement to read as follows: Section 26. Liquidated Damages for Failure to Meet Diversion Requirements Failure of franchisee to meet the recycling diversion rate as mandated by the City, state, or state agency (i.e. CalRecycle) for any quarter will result in damages being sustained by the City. For each quarter in which the current recycling diversion rate is not met (currently 50 percent as of October 2010), after the notice and process requirements set forth in Section 20 of the Agreement, the City may require that the franchisee pay the City an amount of money to be calculated as follows: • Recycling diversion rate in a reported quarter is 10 percent below the recycling diversion rate, then $25 per ton of recycling shortfall tonnage. • Recycling diversion rate in a reported quarter is 20 percent below the recycling diversion rate but greater than 10 percent, then $35 per ton of the recycling shortfall tonnage. • Recycling diversion rate in a reported quarter is 30 percent below the recycling diversion rate but greater than 20 percent, then $45 per ton of recycling shortfall tonnage. • Recycling diversion rate in a reported quarter is 40 percent or more below the recycling diversion rate, then $55 per ton of the recycling shortfall tonnage. Execution of the contract shall constitute agreement by the franchisee and City that the stated values are the minimum value of costs and actual damage caused the City by the failure of the franchisee to meet the current recycling diversion rate. Such sum is liquidated damages and shall not be construed as a penalty. Liquidated damages shall be paid to the City by franchisee along with the quarterly franchise fee payment. Notwithstanding the payment of liquidated damages, any franchisee not meeting the recycling diversion rate as mandated by the City, state, or state agency (i.e. CalRecycle) as measured from the effective date of the Franchise Agreement may be subject to termination Sul nsion for noncompliance with the required recycling diversion rates. (Initial) SECTION 4. Except as expressly set forth herein, all provisions of the Agreement are and remain in effect. CNS ATED DISPOSAL SERVICES, LLC [CEO��- Presi ent, Chaij of the Board or anv]Uice Psesidtbtl 1 And [TYiie Secretary, any assistant secretary, CFO or any assistant treasurer] State of California ) County of _ La5 C ✓d y -s ) On 18.1 1 � I 1016 before me, I I Data Here Insert Nahm and Title of the Ufficer personally appeared isl l F. 11y, Namc(s) of Signer(s) Comm"" M" M lOfy PUNIC • OWN" to ANON too" Place Notary Seal Above who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) kare subscribed to the within instrument and acknowledged to me that 4tebAwhhey executed the same in his4w/their authorized capacity(ies), and that by hi&gwFAheir signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Aj�'Signature d A '* —2 Signature of Notery Public IN WITNESS WHEREOF, the parties have executed this Agreement as of the date above first written. CITY OF SANTA CLARITA . A California Municipal Corporation Marsha McLean 61 Mayor ATTEST: Devin Ton an Interim Cio Clei# APPROVED AS TO FORM: Joe Montes City Attorney f By: (Sig(tures on next page) CERTIFICATE The undersigned certifies that (i) she is the duly elected, qualified and acting Secretary of CONSOLIDATED DISPOSAL SERVICE, L.L.C., a Delaware limited liability company (the "Company"); (ii) attached hereto as Schedule A is a true and correct copy of resolutions duly adopted by REPUBLIC SERVICES, INC., a Delaware corporation, the sole member of the Company (the "Member") by written consent of the Member; and (iii) such resolutions have not been amended, rescinded, modified or revoked, and are in full force and effect on the date hereof. Dated: December 16, 2010. E1 . c uler E14 Secretary SCHEDULE RESOLVED, that the Company is authorized to enter into the Second Amendment (the "Amendment") to the to the Agreement Between the City of Santa Clarita and Consolidated Disposal Services, L.L.C. for Temporary Bin and Roll -Off Box Solid Waste Management Services, in the State of California, substantially in the form presented to the Company, with such changes as may be approved by the officers or such other persons authorized to execute same and such actions are hereby approved, adopted, ratified and confirmed; FURTHER RESOLVED, that the Company is hereby authorized and directed to execute and deliver the Amendment, and such other applications, exhibits, agreements or attachments necessary in connection with the Amendment and in connection with the performance of the Company's obligations and agreements as set forth therein; FURTHER RESOLVED, that KURT BRATTON, as an authorized agent for the Company, or any officer of the Company, are hereby authorized and directed to execute and deliver the Amendment to the City of Santa Clarita and to execute any and all other documents on behalf of the Company required by the City of Santa Clarita in connection with the Amendment and in connection with the performance of the Company's obligations and agreements set forth therein; and FURTHER RESOLVED, that the Secretary, or any other officer of the Company, is hereby authorized to certify to the adoption of the foregoing resolutions as may be required.