HomeMy WebLinkAbout2018-05-08 - AGENDA REPORTS - EXTENSION OF TEMPORARY BIN AND ROLL-OFF BOX AGMT (2)O
Agenda Item: 6
CITY OF SANTA CLARITA
-`' AGENDA REPORT
CONSENT CALENDAR
CITY MANAGER APPROVAL:�1 A'1�443
DATE: May 8, 2018
SUBJECT: EXTENSION OF TEMPORARY BIN AND ROLL -OFF BOX
FRANCHISE AGREEMENTS
DEPARTMENT: Neighborhood Services
PRESENTER: Darin Seegmiller
RECOMMENDED ACTION
City Council adopt a resolution approving fourth amendments with A-V Equipment Rentals,
Inc.; USA Waste of California, Inc. (Blue Barrel/Waste Management); Burrtec Waste Industries,
Inc.; Consolidated Disposal Service, LLC dba Republic Services; and Randfam Inc. (Rent -A -
Bin); and a fifth amendment with Araco Enterprises, LLC (Athens Environmental Services), to
extend the Temporary Bin and Roll -Off Box Franchise Agreements to June 30, 2020.
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 box services within the City
of Santa Clarita (City) in 2006.
The current Temporary Bin and Roll -Off Box Franchise Agreements with six waste haulers,
including A-V Equipment Rentals, 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 Araco
Enterprises, LLC (Athens Environmental Services) will expire on June 30, 2018. If the Council
approves of a fourth amendment to these Agreements, and a fifth amendment with Araco
Enterprises, LLC (Athens Environmental Services), this will extend the Agreements to June 30,
2020.
This program contributes to the goals outlined in the Santa Clarita 2020 Plan related to the theme
of Sustaining Public Infrastructure by providing another means for the safe and clean disposal of
solid waste. Additionally, the franchises allow the City to capture diversion information from the
haulers and hold them accountable for helping the City to reach the state -mandated 50 -percent
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diversion rate and the more aggressive goal of 75 -percent diversion by 2020.
ALTERNATIVE ACTION
Other action as determined by the City Council.
FISCAL IMPACT
None by this action.
ATTACHMENTS
Resolution with Exhibits 2018
Temporary bin and roll -off box franchise agreement (available in the City Clerk's Reading File)
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RESOLUTION NO. 18 -
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
SANTA CLARITA, CALIFORNIA, APPROVING THE FOURTH AMENDMENTS OF THE
AGREEMENTS BETWEEN THE CITY OF SANTA CLARITA AND A-V EQUIPMENT
RENTALS, INC., BURRTEC WASTE INDUSTRIES, INC., CONSOLIDATED DISPOSAL
SERVICE, LLC. DBA REPUBLIC SERVICES, RANDFAM, INC. (RENT -A- BIN), AND
USA WASTE OF CALIFORNIA INC. (BLUE BARREL/WASTE MANAGEMENT),
AND THE FIFTH AMENDMENT OF THE AGREEMENT BETWEEN THE
CITY OF SANTA CLARITA AND ARACO ENTERPRISES, LLC (ATHENS
ENVIRONMENTAL SERVICES) 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 10 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 extensions of the remaining six non-exclusive
franchises, with the most recent being February 11, 2016; and
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.
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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 Fourth Amendments,
attached hereto as Exhibit A, to the current Temporary Bin and Roll -Off Box Franchises within the
City for the following franchisees: A-V Equipment Rentals Inc., Burrtec Waste Industries Inc.,
Randfam Inc. (Rent -A -Bin), Consolidated Disposal Service, LLC dba Republic Services and USA
Waste of California Inc. (Blue Barrel/Waste Management).
SECTION 2. The City Council hereby approves that certain Fifth Amendment, attached
hereto as Exhibit B, to the current Temporary Bin and Roll -Off Box Franchise within the City for
Araco Enterprises, LLC. (Athens Environmental Services).
SECTION 3. The Franchisees shall, upon execution of said Amendment by each
franchisee, provide collection services under the Amended Agreements through midnight on
June 30, 2020, unless sooner terminated, and post all required performance bonds, cash bonds, or
letters of credit, as required by the Franchise Agreements.
SECTION 4. Except as specifically identified in this resolution, the terms of the
Agreements (including all prior Amendments thereto) remain in full force and effect.
SECTION 5. The City Clerk shall certify to the adoption of this Resolution.
PASSED, APPROVED, AND ADOPTED this th day of 2018.
ATTEST:
CITY CLERK
DATE:
2
MAYOR
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STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss.
CITY OF SANTA CLARITA )
I, Mary Cusick, 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 th day of 2018, by the following vote:
AYES: COUNCILMEMBERS:
NOES: COUNCILMEMBERS:
ABSENT: COUNCILMEMBERS:
CITY CLERK
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EXHIBIT A
FOURTH AMENDMENT TO THE AGREEMENT
BETWEEN THE CITY OF SANTA CLARITA AND
A-V EQUIPMENT RENTALS, INC., FOR
TEMPORARY BIN AND ROLL -OFF BOX
SOLID WASTE MANAGEMENT SERVICES
Contract No. 06-00017-D
This FOURTH AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF
SANTA CLARITA AND A-V EQUIPMENT RENTALS, INC., FOR TEMPORARY BIN AND
ROLL -OFF BOX SOLID WASTE MANAGEMENT SERVICES (Fourth Amendment) is entered
into this day of 2018, between the City of Santa Clarita, a California Municipal
Corporation (City) and A-V Equipment Rentals, Inc., to amend that certain Temporary Bin and
Roll -Off Box Franchise Agreement between the City of Santa Clarita and A-V Equipment Rentals,
Inc., dated February 17, 2006, and amended by that certain First Amendment dated June 9, 2009,
and amended by that certain Second Amendment dated March 2, 2011, and amended by that certain
Third Amendment dated February 11, 2016, (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 10 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, A-V Equipment Rentals Inc. has the requisite experience, equipment, and
insurance to undertake such removal activities at the direction of the City.
NOW, THEREFORE, the City and A-V Equipment Rentals, Inc., 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: A-V Equipment Rentals, 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
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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 four 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, 2020, unless sooner terminated.
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
ATTEST:
Mary Cusick
City Clerk
APPROVED AS TO FORM:
Joe Montes
City Attorney
5
Laurene Weste
Mayor
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A-V EQUIPMENT RENTALS, INC.
wo
[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
Place Notary Seal Above
Here Insert Name and Title of the Officer
Name(s) 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
D
Signature of Notary Public
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FOURTH 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-D
This FOURTH 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 (Fourth Amendment) is
entered into this day of 2018, 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 February 17,
2006, and amended by that certain First Amendment dated June 9, 2009, and amended by that
certain Second Amendment dated March 2, 2011, and amended by that certain Third Amendment
dated February 11, 2016, (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 10 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
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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 four 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, 2020, unless sooner terminated.
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
Laurene Weste
Mayor
ATTEST:
Mary Cusick
City Clerk
APPROVED AS TO FORM:
Joe Montes
City Attorney
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State of California
County of
On
Date
personally appeared
Place Notary Seal Above
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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]
before me,
Here Insert Name and Title of the Officer
Name(s) 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
0
Signature of Notary Public
Packet Pg. 93
FOURTH 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-D
This FOURTH 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 (Fourth Amendment) is entered
into this day of 2018, 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 February 17, 2006, and amended by that certain First
Amendment dated June 9, 2009, and amended by that certain Second Amendment dated March 2,
2011, and amended by that certain Third Amendment dated February 11, 2016, (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 10 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:
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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 four 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, 2020, unless sooner terminated.
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
ATTEST:
Mary Cusick
City Clerk
APPROVED AS TO FORM:
Joe Montes
City Attorney
11
Laurene Weste
Mayor
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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
personally appeared
Place Notary Seal Above
Here Insert Name and Title of the Officer
Name(s) 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
12
Signature of Notary Public
Packet Pg. 96
FOURTH 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-D
This FOURTH 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 (Fourth Amendment) is entered
into this day of 2018, 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, Inc. (Rent -A -Bin)
dated February 17, 2006, and amended by that certain First Amendment dated June 9, 2009, and
amended by that certain Second Amendment dated March 2, 2011, and amended by that certain
Third Amendment dated February 11, 2016, (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 10 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, 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 four cubic yards from Single Family and Multi -Family
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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, 2020, unless sooner terminated.
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
ATTEST:
Mary Cusick
City Clerk
APPROVED AS TO FORM:
Joe Montes
City Attorney
14
Laurene Weste
Mayor
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State of California
County of
On
Date
personally appeared
Place Notary Seal Above
RANDFAM, INC.
wo
6.a
[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 Insert Name and Title of the Officer
Name(s) 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
15
Signature of Notary Public
Packet Pg. 99
FOURTH 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-D
This FOURTH 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 (Fourth Amendment) is entered into this day of
2018, 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 February 17, 2006, and amended by that certain First
Amendment dated June 9, 2009, and amended by that certain Second Amendment dated March 2,
2011, and amended by that certain Third Amendment dated February 11, 2016, (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,
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continuous collection and disposal of residential solid waste in a cart or bin of a capacity no greater
than four 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, 2020, unless sooner terminated.
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
ATTEST:
Mary Cusick
City Clerk
APPROVED AS TO FORM:
Joe Montes
City Attorney
17
Laurene Weste
Mayor
6.a
Packet Pg. 101
6.a
USA WASTE OF CALIFORNIA, INC. (WASTE
MANAGEMENT)
NO
[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
Date
personally appeared
Place Notary Seal Above
before me,
Here Insert Name and Title of the Officer
Name(s) 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
Signature of Notary Public
Packet Pg. 102
EXHIBIT B
FIFTH AMENDMENT TO THE AGREEMENT
BETWEEN THE CITY OF SANTA CLARITA AND
ARACO ENTERPRISES LLC FOR
TEMPORARY BIN AND ROLL -OFF BOX
SOLID WASTE MANAGEMENT SERVICES
Contract No. 06-00025-E
This FIFTH AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF SANTA
CLARITA AND ARACO ENTERPRISES LLC FOR TEMPORARY BIN AND ROLL -OFF BOX
SOLID WASTE MANAGEMENT SERVICES (Fifth Amendment) is entered into this day
of 2018, between the City of Santa Clarita, a California Municipal Corporation (City) and
Araco Enterprises LLC., to amend that certain Temporary Bin and Roll -Off Box Franchise
Agreement between the City of Santa Clarita and Araco Enterprises LLC, dated February 17, 2006,
and amended by that certain First Amendment dated June 9, 2009, and amended by that certain
Second Amendment dated March 2, 2011, and amended by that certain Third Amendment dated
March 10, 2015, and amended by that certain Fourth Amendment dated February 11, 2016, (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 10 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, Araco Enterprises LLC. has the requisite experience, equipment, and insurance
to undertake such removal activities at the direction of the City.
NOW, THEREFORE, the City and Araco Enterprises LLC., 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: Araco Enterprises LLC., 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
19
6.a
Packet Pg. 103
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 four 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, 2020, unless sooner terminated.
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
ATTEST:
Mary Cusick
City Clerk
APPROVED AS TO FORM:
Joe Montes
City Attorney
20
Laurene Weste
Mayor
6.a
Packet Pg. 104
State of California
County of
On
Date
personally appeared
Place Notary Seal Above
6.a
ARACO ENTERPRISES, LLC.
[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 Insert Name and Title of the Officer
Name(s) 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
21
Signature of Notary Public
Packet Pg. 105
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. 0��aDA
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
Section 10 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 ........ ............................................... ............. ............................ .........
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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 of h,
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
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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
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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
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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-
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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.
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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.
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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-
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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.
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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.
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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.
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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
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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,
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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
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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-
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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
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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.
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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:
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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).
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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
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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
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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.
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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.
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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."
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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.
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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 -
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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.
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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 -
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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
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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:
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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.
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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.
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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-
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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.
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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,
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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
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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
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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:
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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.
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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 Municipal Corporation
- xja_=I�A
O G, rt VO An A 6-E►2
ATTEST��
Sharon Dawson
City Clerk
APPROVED AS TO FORM:
Carl K. Newton
City Attorney
By:
Consolidated Disposal Service
By: I VP'
CEO, President, C , irman of the Board or any
Vice President]
And by:24e
[The Secretary, any assistant secretary, CFO or
any assistant treasurer]
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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 day of 1- � � , in the year 200 before me
personally a peared "f'//6 and
4kawit/Y) 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
I D.
S GNE
0 NA PERNOD
Camm. # 1558131
HOMY PUBLIC -M FORMIA
ka �
Yy Cowwn. Esp i IiMt. M
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